FOXO on OTC

FOXO TECHNOLOGIES INC.

FOXO TECHNOLOGIES INC. is an American commercial physical and biological research services company.1 It is headquartered in West Palm Beach, Florida.1

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Last updated Oct 20, 2026.

Overview

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  • TickerFOXO on OTC1
  • IndustryServices-Commercial Physical & Biological Research1
  • HeadquartersWest Palm Beach, Florida1
  • Incorporated inDE2
  • Business address477 South Rosemary Avenue, Suite 224, West Palm Beach, Fl 334012
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
  • Legal formCorporation

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Healthcare segment began with the acquisition of Myrtle on June 14, 2024, and includes RCHI, which was acquired on September 10, 2024.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-63.1%Operating margin4
-75.9%Net margin4
304.0%Revenue growth, 20254
-111.5%Return on equity4
-$3.9MFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Health Cares brought in 98% of the revenue FOXO TECHNOLOGIES INC. broke down this way in fiscal 2025.

  1. Health Cares$16.1M498%up 300% from 2024
  2. Life Science Services$252.5K42%
  3. Corporate Segment and Other Operating$15.1K40%
  4. Labs$13.9K40%down 57% from 2024
Business segments by year
Business segments20242025
Health Cares$4.0M$16.1M
Life Science Services$252.5K
Corporate Segment and Other Operating$15.1K
Labs$32.6K$13.9K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development1¢$182.5K
  • Selling, general and admin69¢$11.4M
  • Other costs28¢$4.6M
  • Income tax1¢$182.8K

Out of $16.4M in revenue.4 The company lost money this year.

Financial statements

Revenue5674$16.4M in 2025+13540% since 2021
0$5.0M$10.0M$15.0M$20.0M2021: $120.0K$120.0K20212022: $511.0K$511.0K2022+326%2023: $145.3K$145.3K2023−72%2024: $4.1M$4.1M2024+2689%2025: $16.4M$16.4M2025+304%
Gross profit56$13.0K in 2023−89% since 2021
0$50.0K$100.0K$150.0K$200.0K2021: $120.0K$120.0K20212022: $167.0K$167.0K2022+39%2023: $13.0K$13.0K2023−92%
Operating income5674-$10.3M in 2025−31% since 2021
-$60.0M-$40.0M-$20.0M02021: -$15.0M-$15.0M20212022: -$40.2M-$40.2M2022+167%2023: -$22.2M-$22.2M2023−45%2024: -$7.8M-$7.8M2024−65%2025: -$10.3M-$10.3M2025+33%
Net income5674-$12.4M in 2025−68% since 2021
-$100.0M-$75.0M-$50.0M-$25.0M02021: -$38.5M-$38.5M20212022: -$95.3M-$95.3M2022+147%2023: -$26.5M-$26.5M2023−72%2024: -$12.4M-$12.4M2024−53%2025: -$12.4M-$12.4M2025+0%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Net revenues$16.4M$4.1M
Direct costs of revenue$8.3M$2.5M
Research and development$182.5K$312.3K
Management contingent share plan, net of forfeitures-$173.0K-$56.2K
Impairments of intangible assets$1.8M
Goodwill impairment$7.0M
Selling, general and administrative$11.4M$7.2M
Total operating expenses$26.7M$11.8M
Loss from operations-$10.3M-$7.8M
Change in fair value of warrant liabilities$41.2K-$32.4K
Interest expense-$3.4M-$3.9M
Gain (loss) from extinguishments of debt$1.9M-$428.3K
Other non-operating expense, net-$771.8K-$288.0K
Total non-operating expenses, net-$2.3M-$4.7M
Loss before income taxes-$12.6M-$12.4M
Income tax benefit-$182.8K
Net loss, including noncontrolling interest-$12.4M-$12.4M
Noncontrolling interest$16.7K$14.6K
Net loss attributable to FOXO-$12.4M-$12.4M
Deemed dividends from preferred stock, including anti-dilution provisions, and triggers of down-round provisions and extension of Assumed Warrants-$21.7M-$1.1M
Net loss to common stockholders-$34.1M-$13.5M
Preferred stock dividends undeclared-$937.8K-$81.3K
Net loss to common stockholders, net of preferred stock dividends undeclared-$35.0M-$13.6M

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Corporate structure

FOXO TECHNOLOGIES INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FOXO TECHNOLOGIES INC.

  • SABBY MANAGEMENT, LLC Filed SCHEDULE 13G on FOXO TECHNOLOGIES INC., latest Jan 21, 2026
  • Vincent J. Dowling Jr. Filed SC 13G/A on FOXO TECHNOLOGIES INC., latest Nov 7, 2024 (4 filings since Jun 22, 2023)
  • Mark Brian White Filed SC 13D/A on FOXO TECHNOLOGIES INC., latest Jul 24, 2024 (3 filings since Feb 5, 2024)
  • Martin Christopher Ward Filed SC 13D/A on FOXO TECHNOLOGIES INC., latest Jul 24, 2024 (3 filings since Feb 5, 2024)
  • Spencer C. Christopher Filed SC 13D/A on FOXO TECHNOLOGIES INC., latest Jul 24, 2024 (2 filings since Feb 15, 2024)
  • Clearthink Capital Partners, LLC Filed SC 13G on FOXO TECHNOLOGIES INC., latest Dec 8, 2023
  • GWG Wind Down Trust Filed SC 13G/A on FOXO TECHNOLOGIES INC., latest Oct 17, 2023 (2 filings since Aug 11, 2023)
  • GLAZER CAPITAL, LLC Filed SC 13G/A on FOXO TECHNOLOGIES INC., latest Feb 14, 2023 (4 filings since Feb 14, 2022)
  • ADAGE CAPITAL PARTNERS GP, L.L.C. Filed SC 13G/A on FOXO TECHNOLOGIES INC., latest Feb 9, 2023
  • DIAC Sponsor LLC Filed SC 13D/A on FOXO TECHNOLOGIES INC., latest Sep 26, 2022 (2 filings since Jun 14, 2022)
  • Jon Sabes Filed SC 13D on FOXO TECHNOLOGIES INC., latest Sep 26, 2022
  • Lawrence Feis Filed SC 13G/A on FOXO TECHNOLOGIES INC., latest Sep 15, 2022 (2 filings since Aug 5, 2022)
  • FOXO TECHNOLOGIES INC. West Palm Beach, Florida

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What FOXO TECHNOLOGIES INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$532.2K4 Dec 31, 2025$452.0K4 Dec 31, 2024+17.7%
Accumulated depreciation$209.9K4 Dec 31, 2025$87.6K4 Dec 31, 2024+139.7%
Property and equipment, net$322.4K4 Dec 31, 2025$364.5K4 Dec 31, 2024−11.6%
Operating-lease assets (leased space)$3.5M4 Dec 31, 2025$4.0M4 Dec 31, 2024−10.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$207.5K4 Dec 31, 2025$68.3K4 Dec 31, 2024+203.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$27.8M4 Dec 31, 2025$25.5M4 Dec 31, 2024+9.3%
Intangible assets, net (excluding goodwill)$9.8M4 Dec 31, 2025$9.0M4 Dec 31, 2024+8.4%
Finite-lived intangibles, gross$9.8M4 Dec 31, 2025$9.0M4 Dec 31, 2024+8.7%
Accumulated amortization$39.9K4 Dec 31, 2025$7.9K4 Dec 31, 2024+403.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$183.6K4 Dec 31, 2025$161.5K4 Dec 31, 2024+13.7%

Properties, in its own words

The table below summarizes certain information as to our principal facilities (we do not own any real property):

Location · Purpose · Type of Occupancy

The rest of Item 2

Oneida, Tennessee · Behavioral Treatment Facility · Leased through June 2026 with four annual options to renew for an additional year

Oneida, Tennessee · Acute Care Hospital/Medical Office Building · Leased through June 2026 with four annual options to renew for an additional year

Farragut, Tennessee · Healthcare Regional Office · Month-to-month lease

Stoughton, Massachusetts · Life Science Services Office · Month-to-month lease

West Palm Beach, Florida · Corporate Office · Month-to-month lease

We believe that each of our facilities is adequately equipped for its currently foreseeable level of operations.

Item 2 of the 10-K filed Apr 15, 2026.3

Leadership

Who has led FOXO TECHNOLOGIES INC., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Andrew J. Poole2020–2021
  2. Jon Sabes2022
  3. Mark Brian White2023–2024

Chair

  1. Andrew J. Poole2020–2021
  2. Jon Sabes2022

Chief financial officer

  1. Bryce Quin2020
  2. Robert Potashnick2022
  3. Martin Christopher Ward2023–2024

Chief operating officer

  1. Taylor Fay2023
2025
Board members and other officers (14)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Financial OfficerSylwia Nowak Hauman named Oct 14, 202531

Former names

  • Delwinds Insurance Acquisition Corp.Jun 9, 2020 to Sep 15, 20222

Timeline

  1. Aug 14, 20268-K Shareholder vote32
  2. Jul 29, 20268-K Regulation FD disclosure33
  3. Jul 27, 20268-K Entered a material agreement34
  4. Jul 6, 20268-K Regulation FD disclosure35
  5. Jul 1, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure36
  6. May 28, 20268-K Entered a material agreement; Regulation FD disclosure37
  7. May 22, 20268-K Entered a material agreement; Unregistered sale of shares; Shareholder vote38
  8. May 18, 20268-K Entered a material agreement39
  9. Apr 20, 20268-K Bylaws or fiscal year changed40
  10. Apr 2, 20268-K Shareholder vote41
  11. Mar 24, 20268-K Executive or director change42
  12. Feb 6, 20268-K Entered a material agreement; Unregistered sale of shares43
  13. Sep 29, 2023New chief executive Mark Brian White becomes CEO11
  14. Sep 16, 2022New chief executive Jon Sabes becomes CEO12
  15. Dec 10, 2020New chief executive Andrew J. Poole becomes CEO13

Calendar

When it reported results

  1. Aug 10, 2023Reported quarterly or annual results44
  2. May 11, 2023Reported quarterly or annual results45
  3. Mar 31, 2023Reported quarterly or annual results46

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

500 filings to the SEC since October 2021: 5 annual reports, 17 quarterly reports, 145 major events, 45 insider forms, 33 large holders, 31 private raises, 224 other. The latest 20:

  1. Aug 24, 2026DEF 14C EDGAR
  2. Aug 14, 202610-Q EDGAR
  3. Aug 14, 20268-K EDGAR
  4. Aug 14, 2026PRE 14C EDGAR
  5. Jul 29, 20268-K EDGAR
  6. Jul 27, 20268-K EDGAR
  7. Jul 6, 20268-K EDGAR
  8. Jul 1, 20268-K EDGAR
  9. Jun 2, 2026DEF 14C EDGAR
  10. May 28, 20268-K EDGAR
  11. May 22, 20268-K EDGAR
  12. May 20, 2026PRE 14C EDGAR
  13. May 18, 20268-K EDGAR
  14. May 15, 202610-Q EDGAR
  15. Apr 20, 20268-K EDGAR
  16. Apr 15, 202610-K EDGAR
  17. Apr 13, 2026DEF 14C EDGAR
  18. Apr 2, 20268-K EDGAR
  19. Apr 1, 2026PRE 14C EDGAR
  20. Mar 31, 2026NT 10-K EDGAR

The 500 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 0 buys and 6 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 22, 2024Kr8 ai Inc.10% ownerSale1,300,000$0.25$325.0KForm 4
Jul 22, 2024WHITE MARK BRIANInterim CEOSale1,300,000$0.25$325.0KForm 4
Jul 22, 2024WARD MARTIN CHRISTOPHERInterim CFOSale1,300,000$0.25$325.0KForm 4
Feb 6, 2024WARD MARTIN CHRISTOPHERInterim CFOSale250,000$0.42$105.0KForm 4
Feb 6, 2024WHITE MARK BRIANInterim CEOSale250,000$0.42$105.0KForm 4
Jul 14, 2023Dowling Vincent J. Jr10% ownerSale3,000$0.16$480Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 19, 2025Raised $3.5 million in a private offering of equity Form D: 2 investors so far Form D
  2. Jun 3, 2025Raised $1.6 million in a private offering of equity Form D: 1 investor so far Form D
  3. May 19, 2025Raised $550,000 in a private offering of equity Form D: 1 investor so far Form D
  4. May 8, 2025Raised $550,000 in a private offering of equity Form D: 1 investor so far Form D
  5. Apr 15, 2025Raised $275,000 in a private offering of equity Form D: 1 investor so far Form D
  6. Apr 4, 2025Raised $325,000 in a private offering of equity Form D: 1 investor so far Form D
  7. Mar 7, 2025Raised $110,000 in a private offering of securities Form D: $1.5 million offered in all Form D
  8. Feb 24, 2025Raised $98,900 in a private offering of securities Form D: 2 investors so far Form D
  9. Feb 14, 2025Raised $55,000 in a private offering of securities Form D: 2 investors so far Form D
  10. Jan 28, 2025Raised $110,000 in a private offering of securities Form D: 2 investors so far Form D
  11. Jan 21, 2025Raised $150,650 in a private offering of securities Form D: 2 investors so far Form D
  12. Jan 7, 2025Raised $425,150 in a private offering of securities Form D: $1.6 million offered in all Form D
  13. Dec 27, 2024Raised $100,000 in a private offering of equity Form D: $5 million offered in all Form D
  14. Dec 24, 2024Raised $120,000 in a private offering of securities Form D: 2 investors so far Form D
  15. Nov 18, 2024Raised $220,000 in a private offering of securities Form D: 2 investors so far Form D
  16. Nov 15, 2024Raised $220,000 in a private offering of securities Form D: 2 investors so far Form D
  17. Oct 17, 2024Raised $256,500 in a private offering of equity Form D: 1 investor so far Form D
  18. Oct 17, 2024Raised $40,533 in a private offering of equity Form D: 1 investor so far Form D
  19. Oct 7, 2024Raised $121,900 in a private offering of debt Form D: 1 investor so far Form D
  20. Jul 17, 2024Raised $235,435 in a private offering of equity Form D: 1 investor so far Form D
  21. Jul 17, 2024Raised $290,493 in a private offering of equity Form D: 1 investor so far Form D
  22. Apr 28, 2024Raised $110,000 in a private offering of securities Form D: 1 investor so far Form D
  23. Mar 5, 2024Raised $142,200 in a private offering of equity Form D: 1 investor so far Form D
  24. Jan 19, 2024Raised $457,470 in a private offering of equity Form D: 1 investor so far Form D
  25. Jul 14, 2023Raised $743,500 in a private offering of equity Form D: 3 investors so far Form D
  26. May 26, 2023Raised $2.5 million in a private offering of equity Form D: 65 investors so far Form D
  27. May 26, 2023Raised $1.3 million in a private offering of equity Form D: 41 investors so far Form D
  28. Sep 20, 2022Raised $3.5 million in a private offering of debt Form D: $20 million offered in all Form D

SEC filer profile

How FOXO TECHNOLOGIES INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFOXO TECHNOLOGIES INC.1
  • CIK0001812360
  • Employer ID (EIN)85-10502653
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)8731 Services-Commercial Physical & Biological Research1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address477 South Rosemary Avenue, Suite 224, West Palm Beach, FL 334011
  • Phone(612) 800-00591
  • Shares outstanding1,658,116 as of Aug 11, 20269
  • Public float$1.9M as of Jun 30, 20253
  • AuditorKreit & Chiu CPA LLP, Los Angeles, California PCAOB ID 6651; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJun 9, 20201
  • Filings535 in all: 8-K (143), 424B3 (58), 425 (34), D (28), 3 (27), 4 (23), CORRESP (22), UPLOAD (19)1
    All 46 form types

    10-Q (17), SC 13G/A (14), EFFECT (11), S-1 (10), SC 13G (10), DEF 14C (8), PRE 14C (8), SC 13D/A (8), S-1/A (7), 10-K (6), 8-K/A (6), DEF 14A (6), NT 10-Q (6), SC 13D (6), 424B4 (5), PRE 14A (5), S-4/A (5), DRS (4), SC TO-I/A (4), 25-NSE (3), CERT (3), D/A (3), NT 10-K (3), 10-Q/A (2), 25 (2), 4/A (2), 5 (2), 8-A12B (2), PRER14A (2), S-8 (2), SC TO-I (2), 10-K/A (1), 8-A12B/A (1), ARS (1), DEFR14A (1), S-4 (1), SC TO-C (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Apr 15, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Jan 6, 2025
    Latest 8-K (8-K) Aug 14, 2026

Risk factors and legal proceedings

The risks FOXO TECHNOLOGIES INC. names in Item 1A of its 10-K filed Apr 15, 2026: 60 risks under these headings, as written.3

  • Risks Related to Our Business and Industry
  • Risks Related to Our Healthcare Operations
  • Risks Related to Our Life Science Services Business
  • Risks Related to Owning Our Securities
  • In addition to the other information contained in this Annual Report, including the matters addressed under the heading “Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report,” you should carefully consider the risks and uncertainties described in this Annual Report as they identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward- looking statements.
  • Our stockholders have limited voting power compared to the holders of our Series A Preferred Stock; RHI controls a majority of the voting power of the Company
  • Our management controls all corporate activities and can approve all transactions, including mergers, without the approval of other stockholders.
  • The ability of our management to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.
  • Our Board of Directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power, perpetuate their control and significantly dilute existing shareholders.
  • We may acquire other businesses or form joint ventures or make investments in other companies or technologies in the future. If we are not successful in integrating these businesses, as well as identifying and controlling risks associated with the past operations of these businesses, we may incur significant costs, receive penalties or other sanctions from various regulatory agencies, and/or incur significant diversions of management time and attention.
  • We have a history of losses and we may not achieve or maintain profitability in the future.
  • We do not have adequate cash resources to fund our operations through December 2026 and beyond and we will require additional capital to grow our businesses, which may not be available on terms acceptable to us or at all.
The other 52 risks
  • Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements, which could limit our ability to raise additional capital and thereby materially adversely impact our business.
  • We have not been able to access the operating capital available under the Strata Purchase Agreement because current market conditions, including the low trading price and limited trading volume of our Class A Common Stock, have prevented us from satisfying the contractual conditions required for draws under that agreement.
  • We have a substantial amount of intangible assets and goodwill and we have been, and may in the future be, required to write down the value of our intangible assets due to impairment, which could have a material adverse effect on our business, financial condition and results of operations.
  • Recent and future management changes and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan and materially adversely impact our business, results of operations and financial condition.
  • Our future success depends in large part on the continued participation in the business of Seamus Lagan, our Chief Executive Officer, which cannot be ensured or guaranteed.
  • We expect our revenue and results of operations to fluctuate on a quarterly and annual basis.
  • Changes in general economic conditions could have a material adverse impact on our business.
  • If we are unable to maintain effective internal control over financial reporting and disclosure controls and procedures, the accuracy and timing of our financial reporting may be adversely affected.
  • We have substantial indebtedness many of which are in payment default, which may affect our operational and financial flexibility.
  • Our results of operations may be adversely affected if the Patient Protection and Affordable Care Act (“ACA”) is repealed, replaced or otherwise changed.
  • Healthcare plans have taken steps to control the utilization and reimbursement of healthcare services.
  • Some of our operations are subject to federal and state laws prohibiting “kickbacks” and other laws designed to prohibit payments for referrals and eliminate healthcare fraud.
  • We conduct our business in a heavily regulated industry and changes in regulations or violations of regulations could, directly or indirectly, harm our operating results and financial condition.
  • Failure to comply with complex federal and state laws and regulations related to submission of claims for services can result in significant monetary damages and penalties and exclusion from the Medicare and Medicaid programs.
  • Our facilities are subject to potential claims for professional liability, including existing or potential claims based on the acts or omissions of third parties, which claims may not be covered by insurance.
  • Our success depends on our ability to attract and retain qualified healthcare professionals. A shortage of qualified healthcare professionals could weaken our ability to deliver healthcare services.
  • A significant portion of our net revenues is dependent on Medicare and Medicaid payments and possible reductions in Medicare or Medicaid payments or the implementation of other measures to reduce reimbursements may reduce our revenues.
  • Failure to timely or accurately bill for our services could have a material adverse effect on our business.
  • Our operations may be adversely impacted by the effects of extreme weather conditions, natural disasters such as hurricanes and earthquakes, hostilities or acts of terrorism and other criminal activities.
  • Increased competition, including price competition, could have a material adverse impact on our net revenues and profitability.
  • Sustained inflation and staffing shortages could increase our costs of operations.
  • Failure to maintain the security of patient-related information or compliance with security requirements could damage the Company’s reputation with patients and cause it to incur substantial additional costs and to become subject to litigation.
  • Failure of the Company to comply with emerging electronic transmission standards could adversely affect our business.
  • Compliance with the HIPAA security regulations and privacy regulations may increase the Company’s costs.
  • Health care reform and related programs (e.g. Health Insurance Exchanges), changes in government payment and reimbursement systems, or changes in payer mix, including an increase in capitated reimbursement mechanisms and evolving delivery models, could have a material adverse impact on the Company’s net revenues, profitability and cash flow.
  • Adverse results in material litigation matters or governmental inquiries could have a material adverse effect upon the Company’s business and financial condition.
  • Failure in the Company’s information technology systems or delays or failures in the development and implementation of updates or enhancements to those systems could significantly delay billing and otherwise disrupt the Company’s operations or patient relationships.
  • Increasing health insurance premiums and co-payments or high-deductible health plans may cause individuals to forgo health insurance and avoid medical attention, either of which may reduce demand for our products and services.
  • Our healthcare operations are dependent on the local economies and the surrounding areas in which they operate and are concentrated in Tennessee. A significant deterioration in those economies could cause a material adverse effect on our businesses.
  • Risks Related to Our Life Science Services
  • Our Life Science Services operations are subject to government regulation, and failure to comply with applicable laws and regulations could adversely affect our business.
  • Vector’s international sourcing operations subject us to additional regulatory, legal, and operational risks.
  • Our business depends on relationships with specimen providers, and disruptions to those relationships could adversely affect our operations.
  • Vector operates in a competitive biospecimen sourcing market.
  • Ethical or compliance failures in specimen sourcing could harm our reputation.
  • Quality control issues could adversely affect our business.
  • We may face liability related to the specimens we distribute.
  • Privacy and data protection laws may apply to aspects of our business.
  • We recently acquired Vector and may not be able to successfully integrate its operations or realize the anticipated benefits of the acquisition.
  • The sellers of Vector have a right to repurchase the business under certain circumstances, which could result in the loss of our investment.
  • We may be required to pay significant earnout consideration to the sellers of Vector, which could adversely affect our financial condition and dilute our existing stockholders.
  • Our business relies on third-party logistics providers.
  • We may face customer and supplier concentration risk.
  • Our growth strategy may involve acquisitions.
  • Our Life Science Services operations may require additional capital.
  • Our Common Stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
  • Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that investors may have difficulty reselling their shares and may cause the price of the shares to decline.
  • Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.
  • There currently is no active public market for our Common Stock and there can be no assurance that an active public market will ever develop. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.
  • The public market for our securities is volatile. This may affect not only the ability of our investors to sell their securities, but the price at which they can sell their securities.
  • Our common stock is subject to substantial dilution by conversions or exercises of outstanding convertible preferred stock, convertible notes payable, common stock warrants and other securities into common stock.
  • If we issue additional shares of our common stock or convertible equity or debt in the future, whether in connection with a financing or in exchange for services or rights, it will result in the dilution of our existing stockholders.
  • FINRA has refused to process our proposed reverse stock split and our appeal of that determination may not be successful.

Legal proceedings

Smithline Family Trust II vs. FOXO Technologies Inc. and Jon Sabes

On November 18, 2022, Smithline filed a complaint against the Company and Jon Sabes, the Company’s former Chief Executive Officer and a former member of the Company’s board of directors, in the Supreme Court of the State of New York, County of New York.

On November 7, 2023, Smithline and the Company and its subsidiaries entered into the Settlement Agreement, pursuant to which the parties agreed to resolve and settle all disputes and potential claims which exist or may exist among them, including without limitation those claims asserted in the Action, as more specifically set forth in, and subject to the terms and conditions of, the Settlement Agreement. Upon the execution of the Settlement Agreement, the parties agreed to jointly dismiss the legal action without prejudice.

The opening of Item 3, Legal Proceedings.3

Sources

The numbers on this page point here. Each one links to the record it came from.

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