10-Q: FOXO Technologies Reports Q1 2026 Financials

Sentiment:

Quarterly Report


FOXO Technologies Inc. reported a net loss of $1.5 million for the first quarter of 2026, with revenues increasing by 63% to $5.2 million.

Delay expectedFINRA denied the company's application to process a proposed reverse stock split, and the exhaustion of its FINRA-level appeal has created a material impediment to its ability to raise capital.The company is currently in default of its requirements for payment under the settlement agreement with Illumina.The company is currently in default of the payment schedule in the settlement agreement with func.media inc.
Capital raiseThe company is actively pursuing additional avenues to capitalize itself.The company has not been able to access operating capital available under the Strata Purchase Agreement due to current market conditions.The inability to complete the reverse stock split may limit the company's ability to access capital, including under its existing $5.0 million equity line of credit under the Strata Purchase Agreement.The company expects to address its liquidity needs through the pursuit of additional funding through a combination of equity or debt financing.The company plans to submit a new Company-Related Notification to FINRA in connection with a new, proposed reverse stock split.
Worse than expectedThe company reported an increased net loss of $1.5 million for the quarter, compared to $0.6 million in the prior year.The company's cash position has significantly decreased, with only $65,896 in cash and cash equivalents at the end of the quarter.The company faces substantial doubt about its ability to continue as a going concern due to recurring losses and a working capital deficit.FINRA's denial of the reverse stock split application is a significant negative development that impedes the company's ability to raise capital.

Summary

  • FOXO Technologies Inc. reported a net loss of $1.5 million for the three months ended March 31, 2026, compared to a net loss of $0.6 million for the same period in 2025.
  • Net revenues increased by 63% to $5.2 million for the first quarter of 2026, up from $3.2 million in the prior year's first quarter.
  • The company's Healthcare segment saw a significant revenue increase, driven by RCHI's swing-bed patient services.
  • Operating expenses increased by 15.4% to $5.4 million, primarily due to the acquisition of Vector and increased corporate expenses.
  • The company continues to face going concern issues, with a working capital deficit of $27.1 million as of March 31, 2026, and a cash balance of $65,896.
  • FINRA denied the company's application for a reverse stock split, which the company believes impedes its ability to raise capital.
  • The company's former CFO resigned, citing concerns about internal controls, though the company disputes these concerns.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the increased net loss, dwindling cash reserves, ongoing going concern issues, and the significant impediment of FINRA's denial of the reverse stock split.

Positives

  • Net revenues increased by 63% to $5.2 million for the first quarter of 2026.
  • The Healthcare segment's net revenues increased by $1.6 million, primarily driven by RCHI's improved performance.
  • The company's operating loss improved significantly, decreasing from $1.5 million in Q1 2025 to $0.3 million in Q1 2026.
  • The Life Science Services segment, from the acquisition of Vector, contributed $0.4 million in net revenues and $0.1 million in segment income.

Negatives

  • The company reported a net loss of $1.5 million for the first quarter of 2026, an increase from $0.6 million in the prior year.
  • The company has a working capital deficit of $27.1 million as of March 31, 2026.
  • Cash and cash equivalents were only $65,896 as of March 31, 2026.
  • The company is in default on several notes payable and settlement agreements.
  • FINRA denied the company's proposed reverse stock split, which the company states is a material impediment to raising capital.
  • The company's former CFO resigned, citing concerns about internal controls, financial reporting, and staffing, raising potential scrutiny.
  • Material weaknesses in internal controls over financial reporting persist.

Risks

  • The company has substantial doubt about its ability to continue as a going concern due to recurring losses and a lack of sufficient operating cash flow.
  • Inability to raise additional equity or debt capital could force the company to curtail or suspend operations, sell assets, dissolve, or seek bankruptcy protection.
  • The denial of the reverse stock split by FINRA may limit the company's ability to access capital, including its equity line of credit, potentially impacting liquidity and business plan execution.
  • The resignation of the former CFO due to concerns about internal controls could lead to increased investor and regulatory scrutiny.
  • Material weaknesses in internal controls over financial reporting could lead to undetected material misstatements in financial statements.
  • The company is in default on several debt obligations and settlement agreements, which could have adverse consequences if not rectified.
  • The company's business is subject to economic uncertainty, reimbursement risks from Medicare and Medicaid, and other external factors.

Future Outlook

The company expects to continue incurring losses and requires additional capital to fund its operations and execute its business strategy. The inability to secure financing or complete a reverse stock split could materially adversely affect its liquidity and ability to pursue its business plan.

Management Comments

  • The Company respectfully disagrees with the characterizations in Ms. Haumans resignation letter and believes the Companys internal controls, reporting processes and staffing are adequate and have been significantly improved under current management.
  • The Company plans to submit a new Company-Related Notification to FINRAs Department of Market Operations in connection with a new, proposed reverse stock split.
  • The Company is currently evaluating its options with respect to the UPCC Subcommittees determination, but there can be no assurance that the Company will be able to resolve the underlying basis for the denial or otherwise complete a reverse stock split.

Industry Context

StockSavvy.ai notes that FOXO Technologies operates in the healthcare and life science services sectors, which are subject to regulatory oversight and evolving market dynamics. The company's financial performance and going concern issues are critical factors for investors to monitor in these industries.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial OfficerSylwia Nowak HaumanCelene Laurene Rattray Grant2026-03-24Resignation of previous CFO citing concerns about internal control environment, financial reporting processes, and resourcing of the finance and accounting team.

Legal Proceedings

  • The company is involved in a legal proceeding with former CEO Jon Sabes, who is demanding payment of compensation and benefits, though the company believes the termination was for cause and no obligation remains.
  • A settlement agreement with Illumina requires five quarterly payments of $144,613, with the company currently in default.
  • Gateway Group, Inc. filed a legal action seeking payment of $120,000, with no resolution to date.
  • Data Shepherd Services, Inc. received a judgment against the company for an unpaid balance of approximately $58,000, with no resolution to date.
  • func.media inc. filed a legal action seeking $123,250, and the company is in default of its settlement payment schedule.

Related Party Transactions

  • The company leases facilities under operating leases with a subsidiary of RHI.
  • The company has outstanding notes and loans payable to related parties, including RHI and individuals associated with the company.
  • RCHI and SCCH contracted with InnovaQor for IT services, with RHI holding preferred stock in InnovaQor.
  • Myrtle entered into an agreement with InnovaQor for the development of a behavioral health patient engagement mobile application.
  • The company shares office facilities with RHI, with rent and utilities payable to a subsidiary of RHI.

Stakeholder Impact

  • Shareholders may experience dilution if the company raises capital through equity offerings.
  • Creditors and lenders face increased risk due to the company's defaults on debt obligations and going concern issues.
  • Employees may be impacted by the company's financial instability and potential need to curtail operations.
  • Suppliers may face delayed payments due to the company's liquidity challenges.

Next Steps

  • The company plans to submit a new Company-Related Notification to FINRA regarding a new, proposed reverse stock split.
  • The company is evaluating its options regarding FINRA's determination on the reverse stock split.
  • The company intends to continue pursuing additional avenues to capitalize itself and pursue additional strategic operating companies.

Key Dates

DateDescription
2024-06-14Myrtle entered into a lease agreement with a subsidiary of RHI.
2024-06-21Hennepin County District Court granted Illumina, Inc.'s Motion for Summary Judgment.
2024-07-23Company entered into a settlement agreement with Illumina.
2024-08-13Company entered into Amendment No. 1 to the Strata Purchase Agreement.
2024-08-16Company issued a promissory note to ClearThink.
2024-09-09Company entered into a Stock Purchase Agreement with Vector.
2024-09-19Company closed the acquisition of Vector.
2024-10-13Company entered into a Strata Purchase Agreement with ClearThink.
2024-10-16Company entered into a settlement agreement with func.media inc.
2024-11-07Company and J.H. Darbie entered into an amendment to the Engagement.
2024-11-15Company entered into a Securities Purchase Agreement with LGH Investments.
2024-11-18Company entered into a Securities Purchase Agreement with Lucas Ventures LLC.
2024-11-20Company received a letter from counsel for Jon Sabes.
2024-11-27Maturity date of the Vista Capital promissory note.
2024-12-05Company issued a note payable to RHI in connection with the acquisition of Myrtle.
2024-12-06Company authorized up to 10,000 shares of its Series D Preferred Stock.
2024-12-24Company entered into a Securities Purchase Agreement with IG Holdings, Inc.
2025-01-07Company entered into a Securities Purchase Agreement with Jefferson Street Capital LLC.
2025-01-18Company filed a Certificate of Amendment to increase authorized Class A Common Stock.
2025-01-28Company issued a promissory note to ClearThink.
2025-02-14Company entered into a second Securities Purchase Agreement with Lucas Ventures LLC.
2025-02-23Assumed Warrants exercisable into 70,802 shares of Common Stock were extended.
2025-02-27Company entered into a Securities Purchase Agreement with Vista Capital Investment, LLC.
2025-03-02Company issued an unsecured promissory note to ClearThink.
2025-03-04Company entered into an additional Securities Purchase Agreement with IG Holdings, Inc.
2025-03-05Company filed an Amended and Restated Certificate of Designation for Series A Preferred Stock.
2025-03-06Company issued a convertible promissory note to Jefferson Street Capital LLC.
2025-03-15Company issued two additional unsecured promissory notes payable to institutional lenders.
2025-03-20Company's Board of Directors approved an increase to authorized shares.
2025-04-17Company's board of directors approved the First Reverse Stock Split.
2025-04-27Company entered into Amendment No. 1 to Promissory Note with ClearThink.
2025-05-06Maturity dates of two unsecured promissory notes payable to institutional lenders were extended.
2025-05-12Company entered into exchange agreements with institutional investors.
2025-05-15Company amended and restated the Strata Purchase Agreement.
2025-05-21Company issued a promissory note to 1800 Diagonal Lending LLC.
2025-06-01SCCH renewed its lease agreement with a subsidiary of RHI.
2025-06-14Myrtle renewed its lease agreement with a subsidiary of RHI.
2025-06-25Company filed an amendment to the Certificate of Incorporation for Series E Preferred Stock.
2025-07-17Company's board of directors approved the Second Reverse Stock Split.
2025-07-25FOXO entered into an advisory agreement with J.H. Darbie.
2025-08-18RHI exchanged $5.0 million of the principal balance of the Additional RCHI Note.
2025-09-02RHI approved a proposal to amend the Certificate of Incorporation for a reverse stock split.
2025-09-19Company closed the acquisition of Vector BioSource Inc.
2025-09-25Company submitted a Company-Related Notification to FINRA regarding a proposed reverse stock split.
2025-10-13Company amended and restated the Strata Purchase Agreement.
2025-10-16Company entered into a settlement agreement with func.media inc.
2026-01-18Company filed a Certificate of Amendment to increase authorized Class A Common Stock.
2026-03-02Company issued an unsecured promissory note to ClearThink.
2026-03-06FINRA issued a deficiency notice regarding the proposed reverse stock split.
2026-03-12Company filed a Notice of Appeal regarding FINRA's determination.
2026-03-18Sylwia Nowak Hauman resigned as Chief Financial Officer.
2026-03-20Company's Board of Directors approved an increase to authorized shares.
2026-03-24Company appointed Celene Laurene Rattray Grant as Chief Financial Officer.
2026-04-15Company filed its Annual Report on Form 10-K for the year ended December 31, 2025.
2026-04-27Company entered into the ClearThink Note Amendment.
2026-04-30A subcommittee of FINRA's Uniform Practice Code Committee issued its final determination affirming the denial of the appeal.
2026-05-03Increase in authorized shares became effective.
2026-05-06Maturity dates of two unsecured promissory notes payable to institutional lenders were extended.
2026-05-08As of this date, there were 4,261,660,151 shares of Class A common stock outstanding.
2026-05-12Company entered into exchange agreements with institutional investors.
2026-05-15Date of the Form 10-Q filing.

Recommendation

sell

The company exhibits significant financial distress, including a substantial net loss, a severe cash crunch, a working capital deficit, and multiple defaults on its obligations. The inability to secure a reverse stock split, crucial for accessing capital markets, further exacerbates its precarious financial position. Coupled with the former CFO's resignation citing internal control concerns, these factors present a high-risk investment profile, warranting a sell recommendation.

Keywords

FOXO Technologies, 10-Q Filing, Quarterly Report, Healthcare, Life Science Services, Biotechnology, Financial Results, Going Concern, Debt, Capital Raise, FINRA

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