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FOXO Technologies Announces Filing of Form 10-Q for the Third Quarter 2022

November 24, 2022 Off By BusinessWire

MINNEAPOLIS–(BUSINESS WIRE)–FOXO Technologies Inc. (NYSEAM: FOXO), a technology platform company whose products and services seek to address long-standing, core problems within the life insurance industry through epigenetic longevity science, today announced that the Company has filed its Form 10-Q for the third quarter ended September 30, 2022.

The company initially delayed its filing of Form 10-Q for the third quarter of 2022, which was originally expected on November 14, 2022, to review the accounting treatment of certain warrants and Series A Preferred Stock. The Company concluded the accounting treatment was appropriate and timely filed the Form 10-Q within the extension period.

“2022 has been a year full of challenges, a year both momentous and extraordinary,” said Tyler Danielson, interim CEO and Chief Technologies Officer of FOXO Technologies. “We have withstood challenging macro conditions, an interesting life insurance market as well as a market downturn. Facing the complex dynamics, FOXO has managed to build out our first release of the Longevity Report, configured an automated epigenetic testing system, and worked on integrations to our partner’s systems of which we have two. We continue to focus on building a strong technical foundation. We are building this in such a way that quality, adaptability, and speed to market are our core tenants. With this strong base, we will be able to quickly adapt to our consumer’s expectations of great user experience as well as work with our partners and their differing and changing technologies. All the while we continue to innovate on our technologies that support epigenetic testing and the automation of our internal systems which are helping move the science forward. As a company that is still very much a startup in many ways, we have a lot of goals we want to achieve in the near future that might require us to evolve or pivot. We continue to evaluate our internal hypotheses to know what we are building for our market is what makes our customers the most satisfied. With access to many more agents, great partnerships, and amazing technology I feel confident in the value we will provide to our shareholders.”

As a result of its delayed filing, the company has decided to forego its previously planned third quarter 2022 earnings and business update call and will instead look to host a fourth quarter 2022 earnings and business update call at a later date. The Company will communicate details when appropriate.

About FOXO Technologies Inc. (“FOXO”)

FOXO is a technology platform company focused on commercializing longevity science through products and services that serve the life insurance industry. FOXO’s epigenetic technology applies AI to DNA methylation to identify molecular biomarkers of human health and aging. FOXO seeks to modernize the life insurance industry by simplifying the consumer underwriting journey with saliva-based biomarkers and enhancing life insurance’s consumer value proposition with the FOXO Longevity Report™. For more information about FOXO, visit www.foxotechnologies.com. For more information about FOXO LIFE, visit www.foxolife.com. For investor information and updates, visit https://foxotechnologies.com/investors/.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended or an exemption therefrom.

Forward-Looking Statements

This press release contains certain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of FOXO, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Such forward-looking statements include, but not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding FOXO and the future held by management teams of FOXO, the future financial condition and performance of FOXO and the products and markets and expected future performance and market opportunities of FOXO. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “strategy,” “may,” “might,” “strategy,” “opportunity,” “plan,” project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk of changes in the competitive and highly regulated industries in which FOXO operates, variations in operating performance across competitors or changes in laws and regulations affecting FOXO’s business, (ii) the ability to implement FOXO’s business plans, forecasts, and other expectations, (iii) the ability to obtain financing if needed, (iv) the ability to maintain its NYSE American listing, (v) the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future, (vi) potential inability of FOXO to establish or maintain relationships required to advance its goals or to achieve its commercialization and development plans, (vii) the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others, and (viii) the risk of downturns and a changing regulatory landscape in the highly competitive biotechnology industry or in the markets or industries in which FOXO’s prospective customers operate, including the highly regulated insurance industry. The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed in the Registration Statement on Form S-4, under the heading “Risk Factors,” and other documents FOXO has filed, or will file, with the SEC. These filings 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. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FOXO assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

FOXO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

September 30,

December 31,

2022

2021

Assets

(unaudited)

Current assets

Cash and cash equivalents

$

10,454

 

$

6,856

 

Supplies

2,057

 

295

 

Prepaid expenses

511

 

444

 

Prepaid consulting fees

4,758

 

–

 

Other current assets

20

 

23

 

Total current assets

 

17,800

 

 

7,618

 

 

Property and equipment, net

136

 

187

 

Intangible assets

2,071

 

191

 

Investments

100

 

100

 

Reinsurance recoverables

18,754

 

19,463

 

Cloud computing arrangements

4,709

 

2,745

 

Forward purchase collateral

27,919

 

–

 

Total assets

$

71,489

 

$

30,304

 

 

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$

2,706

 

$

3,456

 

Related party payable

500

 

–

 

Shares payable

384

 

–

 

Parallel run advance

256

 

–

 

Accrued and other liabilities

504

 

402

 

Forward purchase put derivative

1,284

 

–

 

Forward purchase collateral derivative

27,378

 

–

 

Related party convertible debentures

–

 

9,967

 

Convertible debentures

–

 

22,236

 

Total current liabilities

 

33,012

 

 

36,061

 

Warrant liability

1,038

 

–

 

Long term debt

2,918

 

–

 

Policy reserves

18,754

 

19,463

 

Total liabilities

 

55,722

 

 

55,524

 

Commitments and contingencies (Note 13)

Stockholders’ equity (deficit)

Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued or outstanding as of September 30, 2022

–

 

–

 

Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 33,027,830 issued and outstanding as of September 30, 2022

3

 

–

 

Undesignated preferred stock, $.00001 par value; 90,000,000 shares authorized, none issued and outstanding as of December 31, 2021)

–

 

–

 

Non-redeemable preferred stock series A, $.00001 par value; 10,000,000 shares authorized, 8,000,000 shares issued and outstanding as of December 31, 2021

–

 

21,854

 

Common stock class A, $.00001 par value; 800,000,000 shares authorized; 30,208 shares issued and outstanding as of December 31, 2021)

–

 

–

 

Common stock class B, $.00001 par value, 100,000,000 shares authorized; 2,000,000 shares issued and outstanding as of December 31, 2021)

–

 

–

 

Additional paid-in capital

144,672

 

4,902

 

Accumulated deficit

(128,908

)

(51,976

)

Total stockholders’ equity (deficit)

 

15,767

 

 

(25,220

)

Total Liabilities and Stockholders’ Equity (Deficit)

$

71,489

 

$

30,304

 

 

FOXO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

(Unaudited)

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

2022

 

2021

 

2022

 

2021

 

Total revenue

$

14

 

$

31

 

$

93

 

$

93

 

Operating expenses:

Research and development

558

 

1,665

 

2,160

 

4,321

 

Selling, general and administrative

 

8,269

 

 

2,721

 

 

17,239

 

 

7,640

 

Total operating expenses

 

8,827

 

 

4,386

 

 

19,399

 

 

11,961

 

Loss from operations

(8,813

)

(4,355

)

(19,306

)

(11,868

)

Non-cash change in fair value of convertible debentures

(3,697

)

(22,571

)

(28,180

)

(24,890

)

Change in fair value of warrant liability

1,349

 

–

 

1,349

 

–

 

Change in fair value of forward purchase put derivative

(1,284

)

–

 

(1,284

)

–

 

Change in fair value of forward purchase collateral derivative

(27,378

)

–

 

(27,378

)

–

 

Other expense

(779

)

(2

)

(883

)

(31

)

Interest expense

 

(424

)

 

(313

)

 

(1,250

)

 

(825

)

Total other expense

 

(32,213

)

 

(22,886

)

 

(57,626

)

 

(25,746

)

Loss before income taxes

(41,026

)

(27,241

)

(76,932

)

(37,614

)

Provision for income taxes

 

–

 

 

–

 

 

–

 

 

–

 

Net loss

$

(41,026

)

$

(27,241

)

$

(76,932

)

$

(37,614

)

 

Net loss per Class A common stock, basic and diluted

$

(6.70

)

$

(4.68

)

$

(12.88

)

$

(6.47

)

FOXO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Dollars in thousands)

(Unaudited)

FOXO Technologies Operating Company FOXO Technologies Inc.
Stockholder Subscription Receivable Series A Preferred Stock Common Stock (Class A) Common Stock (Class B) Common Stock (Class A) Additional Paid-in-Capital Accumulated Deficit Total
Shares Amount Shares Amount Shares Amount Shares Amount
Three Months Ended September 30, 2021
Balance, June 30, 2021 $

(1,250

)

8,000,000

 

$

21,854

 

30,000

 

$

–

2,000,000

 

$

–

–

$

–

$

4,447

 

$

(23,861

)

$

1,190

 

Net loss

–

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

(27,241

)

(27,241

)

Lease contributions

–

 

–

 

–

 

–

 

–

–

 

–

–

–

137

 

–

 

137

 

Equity-based compensation

–

 

–

 

–

 

–

 

–

–

 

–

–

–

45

 

–

 

45

 

Subscriptions received

1,250

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

–

 

1,250

 

Balance, September 30, 2021 $

–

 

8,000,000

 

$

21,854

 

30,000

 

$

–

2,000,000

 

$

–

–

$

–

$

4,629

 

$

(51,102

)

$

(24,619

)

 
Nine Months Ended September 30, 2021
Balance, December 31, 2020 $

(3,750

)

8,000,000

 

$

21,854

 

–

 

$

–

2,000,000

 

$

–

–

$

–

$

4,104

 

$

(13,488

)

$

8,720

 

Net loss

–

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

(37,614

)

(37,614

)

Lease contributions

–

 

–

 

–

 

–

 

–

–

 

–

–

–

410

 

–

 

410

 

Equity-based compensation

–

 

–

 

–

 

–

 

–

–

 

–

–

–

102

 

–

 

102

 

Subscriptions received

3,750

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

–

 

3,750

 

Warrants issued

–

 

–

 

–

 

–

 

–

–

 

–

–

–

13

 

–

 

13

 

Issuance of shares for restricted stock

–

 

–

 

–

 

30,000

 

–

–

 

–

–

–

–

 

–

 

–

 

Balance, September 30, 2021 $

–

 

8,000,000

 

$

21,854

 

30,000

 

$

–

2,000,000

 

$

–

–

$

–

$

4,629

 

$

(51,102

)

$

(24,619

)

 
Three Months Ended September 30, 2022
Balance, June 30, 2022 $

–

 

8,000,000

 

$

21,854

 

1,545,154

 

$

–

2,000,000

 

$

–

–

$

–

$

12,026

 

$

(87,882

)

$

(54,002

)

Activity prior to the business combination:
Net loss

–

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

(9,531

)

(9,531

)

Equity-based compensation

–

 

–

 

–

 

–

 

–

–

 

–

–

–

211

 

–

 

211

 

Effects of the business combination:

–

 

Conversion of Series A Preferred Stock

–

 

(8,000,000

)

(21,854

)

8,000,000

 

–

–

 

–

–

–

21,854

 

–

 

–

 

Conversion of Bridge Loans

–

 

–

 

–

 

15,172,729

 

–

–

 

–

–

–

88,975

 

–

 

88,975

 

Conversion of Class B Common Stock

–

 

–

 

–

 

2,000,000

 

–

(2,000,000

)

–

–

–

–

 

–

 

–

 

Conversion of existing Class A Common Stock

–

 

–

 

–

 

(26,717,883

)

–

–

 

–

15,518,705

1

–

 

–

 

1

 

Reverse recapitalization

–

 

–

 

–

 

–

 

–

–

 

–

8,143,649

1

19,677

 

–

 

19,678

 

Activity after the business combination:

–

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

–

 

Net loss

–

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

(31,495

)

(31,495

)

Equity-based compensation

–

 

–

 

–

 

–

 

–

–

 

–

9,175,000

1

329

 

–

 

330

 

Cantor Commitment Fee

–

 

–

 

–

 

–

 

–

–

 

–

190,476

–

1,600

 

–

 

1,600

 

Balance, September 30, 2022 $

–

 

–

 

$

–

 

–

 

$

–

–

 

$

–

33,027,830

$

3

$

144,672

 

$

(128,908

)

$

15,767

 

 
Nine Months Ended September 30, 2022
Balance, December 31, 2021 $

–

 

8,000,000

 

$

21,854

 

30,208

 

$

–

2,000,000

 

$

–

–

$

–

$

4,902

 

$

(51,976

)

$

(25,220

)

Activity prior to the business combination:
Net loss

–

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

(45,437

)

(45,437

)

Lease contributions

–

 

–

 

–

 

–

 

–

–

 

–

–

–

225

 

–

 

225

 

Equity-based compensation

–

 

–

 

–

 

–

 

–

–

 

–

–

–

717

 

–

 

717

 

Warrant repurchase

–

 

–

 

–

 

–

 

–

–

 

–

–

–

(507

)

–

 

(507

)

Issuance of shares for exercised stock options

–

 

–

 

–

 

14,946

 

–

–

 

–

–

–

–

 

–

 

–

 

Issuance of shares for consulting agreement

–

 

–

 

–

 

1,500,000

 

–

–

 

–

–

–

6,900

 

–

 

6,900

 

Effects of the business combination:
Conversion of Series A Preferred Stock

–

 

(8,000,000

)

(21,854

)

8,000,000

 

–

–

 

–

–

–

21,854

 

–

 

–

 

Conversion of Bridge Loans

–

 

–

 

–

 

15,172,729

 

–

–

 

–

–

–

88,975

 

–

 

88,975

 

Conversion of Class B Common Stock

–

 

–

 

–

 

2,000,000

 

–

(2,000,000

)

–

–

–

–

 

–

 

–

 

Conversion of existing Class A Common Stock

–

 

–

 

–

 

(26,717,883

)

–

–

 

–

15,518,705

1

–

 

–

 

1

 

Reverse recapitalization

–

 

–

 

–

 

–

 

–

–

 

–

8,143,649

1

19,677

 

–

 

19,678

 

Activity after the business combination:
Net loss

–

 

–

 

–

 

–

 

–

–

 

–

–

–

–

 

(31,495

)

(31,495

)

Equity-based compensation

–

 

–

 

–

 

–

 

–

–

 

–

9,175,000

1

329

 

–

 

330

 

Cantor Commitment Fee

–

 

–

 

–

 

–

 

–

–

 

–

190,476

–

1,600

 

–

 

1,600

 

Balance, September 30, 2022 $

–

 

–

 

$

–

 

–

 

$

–

–

 

$

–

33,027,830

$

3

$

144,672

 

$

(128,908

)

$

15,767

 

FOXO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Nine Months Ended

September 30,

2022

 

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(76,932

)

$

(37,614

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

159

 

71

 

Equity-based compensation

1,002

 

8

 

Cantor commitment fee

1,600

 

–

 

Amortization of consulting fees

2,954

 

–

 

Change in fair value of convertible debentures

28,180

 

24,890

 

Change in fair value of forward purchase agreement collateral derivative

27,378

 

–

 

Change in fair value of warrants

(1,349

)

–

 

Change in fair value of forward purchase agreement put derivative

1,284

 

–

 

Conversion of accrued interest

593

 

–

 

Contributions in the form of rent payments

225

 

410

 

Amortization of right-of-use assets

20

 

–

 

Accretion of operating lease liabilities

(20

)

–

 

Recognition of prepaid offering costs upon election of fair value option

107

 

–

 

Accretion of interest earned on investment in convertible promissory note

–

 

(26

)

Other

–

 

13

 

Changes in operating assets and liabilities:

Supplies

(1,762

)

(296

)

Prepaid expenses, consulting fees, and other current assets

(1,002

)

55

 

Cloud computing arrangements

(1,941

)

(1,701

)

Reinsurance recoverables

709

 

88

 

Accounts payable

(489

)

2,247

 

Accrued and other liabilities

761

 

197

 

Policy reserves

(709

)

(88

)

Net cash used in operating activities

 

(19,232

)

 

(11,746

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

(108

)

(73

)

Asset acquisition, net of cash acquired

–

 

(63

)

Development of internal use software

(1,622

)

(9

)

Acquisition of convertible promissory note

–

 

(50

)

Net cash used in investing activities

 

(1,730

)

 

(195

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of related party convertible debentures

–

 

3,250

 

Proceeds from issuance of convertible debentures

28,000

 

7,250

 

Warrant repurchase

(507

)

–

 

Senior PIK Notes proceeds

3,458

 

–

 

Reverse recapitalization proceeds

23,226

 

–

 

Forward purchase agreement escrow

(29,135

)

–

 

Forward purchase agreement proceeds

484

 

–

 

Forward purchase agreement collateral release to Meteora

733

 

–

 

Deferred offering costs

(539

)

–

 

Related party promissory note

(1,160

)

–

 

Proceeds received from stockholder subscription receivable

–

 

3,750

 

Net cash provided by financing activities

 

24,560

 

 

14,250

 

Net increase in cash and cash equivalents

3,598

 

2,309

 

Cash and cash equivalents at beginning of period

6,856

 

8,123

 

Cash and cash equivalents at end of period

$

10,454

 

$

10,432

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

Conversion of phantom equity to stock options

$

–

 

$

54

 

Conversion of debt

$

88,382

 

$

–

 

Conversion of preferred stock

$

21,854

 

$

–

 

Accrued internal use software

$

239

 

$

–

 

 

Contacts

Contacts / Investor Relations
Cody Slach, Matthew Hausch

Gateway Investor Relations

(949) 574-3860

[email protected]