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

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

FOXO@gatewayir.com