FOXO — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On April 17, 2025, the Company’s board of directors (pursuant to a previously-obtained shareholder approval) approved the implementation of a 1-for-10 reverse stock split, such that every 10 shares of the Company’s Class A Common Stock will be combined into one issued and outstanding share of Class …

• The First Reverse Stock Split was effective on April 28, 2025. The Second Reverse Stock Split was effective on July 27, 2025. The Third Reverse Stock Split was effective on June 30, 2026.

• On September 9, 2025, the Company entered into the Stock Purchase Agreement with Vector, (the “Vector SPA”), between the stockholders (each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity securities of Vector (the “Purchased Shares”) and FOXO Acquisition Cor…

• On May 27, 2026, the Company, together with its wholly-owned subsidiary, FOXO Labs, entered into a Strategic Technology License Agreement (the “STLA”) with Jon R. Sabes, the Company’s founder, and LongevityFP Technologies, LLC, a Minnesota limited liability company controlled by Mr. Sabes (“Longevit…

• The material terms of the STLA are as follows: (i) License. The Company and FOXO Labs granted LongevityFP Technologies an exclusive, worldwide license to commercialize the Company’s Epigenetics intellectual property portfolio, including two issued U.S. patents (U.S. Patent Nos. 11,795,495 and 11,817…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• On April 17, 2025, the Company’s board of directors (pursuant to a previously-obtained shareholder approval) approved the First Reverse Stock Split. The First Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on April 28, 2025. Trading reopened on April 29, 2025, which is when the Compan…

• On July 17, 2025, the Company’s board of directors (pursuant to previously obtained shareholder approval) approved the Second Reverse Stock Split and together with the First Reverse Stock Split. The Second Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on July 27, 2025. Trading reopen…

• On September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock any time before July 31, 2026, at a ratio ranging from one-f…

• On September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corp…

• The Department’s determination was based, in part, on a pending SEC civil action against the managing partner of an institutional investor that holds shares of the Company’s Series A Preferred Stock, as well as the Department’s view that, upon conversion of such preferred stock, the investor could o…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over fin…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• In our Annual Report on Form 10-K for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting. Specifically, the Company did not maintain effective: (i) entry-level controls, including controls over risk assessment and monitoring to identi…

• On March 18, 2026, Sylwia Nowak Hauman resigned from her position as Chief Financial Officer (Principal Financial and Accounting Officer) of the Company. Ms. Hauman’s resignation letter cited concerns regarding the Company’s internal control environment, financial reporting processes, and the resour…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• The Company has disclosed in previous financial filings certain matters between Mr. Jon Sabes, a former CEO of the Company, and the Company.

• On May 27, 2026, the Company, together with its wholly-owned subsidiary, FOXO Labs, entered into the STLA with Mr. Sabes and LongevityFP Technologies. The material terms of the STLA are more fully discussed in Note 10 to the accompanying unaudited condensed consolidated financial statements. The STL…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• The Company has disclosed in previous financial filings that the Board of Directors had yet to complete its review into whether Mr. Jon Sabes, a former CEO of the Company was terminated with or without cause on November 14, 2022 and that accordingly, the Company had to make a determination on its ob…

• The Board of Directors has now completed a review of this matter in the last quarter of 2024 and upon examination of the history and various documents and records has determined that Mr. Sabes was unequivocally terminated for cause on November 14, 2022, meaning the Company has no further obligation …

• On November 20, 2024, the Company received a letter from counsel for Mr. Jon Sabes, the former Chief Executive Officer and director, demanding payment of certain compensation and benefits. Regardless that the Company has now determined that termination of Mr. Sabes’ employment on November 14, 2022 w…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• We effected a 1-for-3,000 reverse stock split of our Class A Common Stock in June 2026, our third reverse stock split since April 2025, and the market price of our Class A Common Stock may continue to decline.

• On June 30, 2026, we effected a 1-for-3,000 reverse stock split of our Class A Common Stock, following a 1-for-10 reverse stock split effected in April 2025 and a 1-for-1.99 reverse stock split effected in July 2025. There can be no assurance that the market price of our Class A Common Stock will in…

• We have significant and increasing indebtedness, including senior unsecured notes that restrict our ability to incur senior debt, and our substantial debt-service and liquidity obligations raise substantial doubt about our ability to continue as a going concern.

• Our total debt has increased substantially, and many of our promissory notes are in default and accruing default interest and penalties. In May 2026, we exchanged all of the shares of our Series A Preferred Stock held by two institutional investors for senior unsecured, non-convertible promissory no…

• Our Strategic Technology License Agreement with our founder may limit the value we realize from our epigenetics intellectual property and could result in the loss of control of our FOXO Labs subsidiary.

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• FINRA has denied our application to process a proposed reverse stock split, and the exhaustion of our FINRA-level appeal has created a material impediment to our ability to raise capital.

• On September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock any time before July 31, 2026, at a ratio ranging from one-f…

• On September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corp…

• The Department’s determination was based, in part, on a pending SEC civil action against the managing partner of an institutional investor that holds shares of the Company’s Series A Preferred Stock, as well as the Department’s view that, upon conversion of such preferred stock, the investor could o…

• The Company disagreed with the Department’s determination and, on March 12, 2026, filed a Notice of Appeal. On April 30, 2026, a subcommittee of FINRA’s Uniform Practice Code Committee (the “UPCC Subcommittee”) issued its final determination affirming the Department’s denial.