2022-11-23 | NYSEAM:FOXO | Press Launch

November 26, 2022 Dominic Toretto
2022-11-23 | NYSEAM:FOXO | Press Launch

FOXO Applied sciences Inc. (NYSEAM: FOXO), a expertise platform firm whose services search to deal with long-standing, core issues inside the life insurance coverage trade by epigenetic longevity science, right now introduced that the Firm has filed its Type 10-Q for the third quarter ended September 30, 2022.

The corporate initially delayed its submitting of Type 10-Q for the third quarter of 2022, which was initially anticipated on November 14, 2022, to evaluation the accounting remedy of sure warrants and Sequence A Most popular Inventory. The Firm concluded the accounting remedy was applicable and well timed filed the Type 10-Q inside the extension interval.

“2022 has been a 12 months stuffed with challenges, a 12 months each momentous and extraordinary,” stated Tyler Danielson, interim CEO and Chief Applied sciences Officer of FOXO Applied sciences. “We’ve got withstood difficult macro circumstances, an attention-grabbing life insurance coverage market in addition to a market downturn. Dealing with the advanced dynamics, FOXO has managed to construct out our first launch of the Longevity Report, configured an automatic epigenetic testing system, and labored on integrations to our companion’s programs of which we’ve two. We proceed to concentrate on constructing a robust technical basis. We’re constructing this in such a manner that high quality, adaptability, and pace to market are our core tenants. With this robust base, we will rapidly adapt to our client’s expectations of nice person expertise in addition to work with our companions and their differing and altering applied sciences. All of the whereas we proceed to innovate on our applied sciences that help epigenetic testing and the automation of our inside programs that are serving to transfer the science ahead. As an organization that’s nonetheless very a lot a startup in some ways, we’ve plenty of targets we need to obtain within the close to future which may require us to evolve or pivot. We proceed to judge our inside hypotheses to know what we’re constructing for our market is what makes our prospects probably the most happy. With entry to many extra brokers, nice partnerships, and wonderful expertise I really feel assured within the worth we are going to present to our shareholders.”

On account of its delayed submitting, the corporate has determined to forego its beforehand deliberate third quarter 2022 earnings and enterprise replace name and can as a substitute look to host a fourth quarter 2022 earnings and enterprise replace name at a later date. The Firm will talk particulars when applicable.

About FOXO Applied sciences Inc. (“FOXO”)

FOXO is a expertise platform firm centered on commercializing longevity science by services that serve the life insurance coverage trade. FOXO’s epigenetic expertise applies AI to DNA methylation to determine molecular biomarkers of human well being and ageing. FOXO seeks to modernize the life insurance coverage trade by simplifying the patron underwriting journey with saliva-based biomarkers and enhancing life insurance coverage’s client worth proposition with the FOXO Longevity Report™. For extra details about FOXO, go to www.foxotechnologies.com. For extra details about FOXO LIFE, go to www.foxolife.com. For investor data and updates, go to https://foxotechnologies.com/buyers/.

No Provide or Solicitation

This communication shall not represent a proposal to promote or the solicitation of a proposal to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions wherein such supply, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of such state or jurisdiction. No providing of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended or an exemption therefrom.

Ahead-Wanting Statements

This press launch incorporates sure forward-looking statements for functions of the “secure harbor” provisions beneath america Personal Securities Litigation Reform Act of 1995. Any statements apart from statements of historic reality contained herein, together with statements as to future outcomes of operations and monetary place, deliberate services, enterprise technique and plans, aims of administration for future operations of FOXO, market measurement and progress alternatives, aggressive place and technological and market developments, are forward-looking statements. Such forward-looking statements embody, however not restricted to, expectations, hopes, beliefs, intentions, plans, prospects, monetary outcomes or methods relating to FOXO and the long run held by administration groups of FOXO, the long run monetary situation and efficiency of FOXO and the merchandise and markets and anticipated future efficiency and market alternatives of FOXO. These forward-looking statements typically are recognized by the phrases “anticipate,” “consider,” “might,” “count on,” “estimate,” “future,” “intend,” “technique,” “could,” “may,” “technique,” “alternative,” “plan,” challenge,” “potential,” “potential,” “challenge,” “predict,” “scales,” “consultant of,” “valuation,” “ought to,” “will,” “would,” “will probably be,” “will proceed,” “will doubtless end result,” and comparable expressions, however the absence of those phrases doesn’t imply {that a} assertion isn’t forward-looking. Ahead-looking statements are predictions, projections and different statements about future occasions which are primarily based on present expectations and assumptions and, in consequence, are topic to dangers and uncertainties. Many elements might trigger precise future occasions to vary materially from the forward-looking statements on this press launch, together with however not restricted to: (i) the danger of adjustments within the aggressive and extremely regulated industries wherein FOXO operates, variations in working efficiency throughout rivals or adjustments in legal guidelines and laws affecting FOXO’s enterprise, (ii) the flexibility to implement FOXO’s enterprise plans, forecasts, and different expectations, (iii) the flexibility to acquire financing if wanted, (iv) the flexibility to keep up its NYSE American itemizing, (v) the danger that FOXO has a historical past of losses and will not obtain or keep profitability sooner or later, (vi) potential incapacity of FOXO to determine or keep relationships required to advance its targets or to realize its commercialization and growth plans, (vii) the enforceability of FOXO’s mental property, together with its patents and the potential infringement on the mental property rights of others, and (viii) the danger of downturns and a altering regulatory panorama within the extremely aggressive biotechnology trade or within the markets or industries wherein FOXO’s potential prospects function, together with the extremely regulated insurance coverage trade. The foregoing record of things isn’t exhaustive. Readers ought to rigorously think about the foregoing elements and the opposite dangers and uncertainties mentioned within the Registration Assertion on Type S-4, beneath the heading “Threat Elements,” and different paperwork FOXO has filed, or will file, with the SEC. These filings determine and handle different necessary dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements communicate solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and FOXO assumes no obligation and don’t intend to replace or revise these forward-looking statements, whether or not on account of new data, future occasions, or in any other case.

FOXO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

({Dollars} in 1000’s, besides per share knowledge)

September 30,

December 31,

2022

2021

Property

(unaudited)

Present belongings

Money and money equivalents

$

10,454

$

6,856

Provides

2,057

295

Pay as you go bills

511

444

Pay as you go consulting charges

4,758

–

Different present belongings

20

23

Complete present belongings

17,800

7,618

Property and tools, internet

136

187

Intangible belongings

2,071

191

Investments

100

100

Reinsurance recoverables

18,754

19,463

Cloud computing preparations

4,709

2,745

Ahead buy collateral

27,919

–

Complete belongings

$

71,489

$

30,304

Liabilities and Stockholders’ Fairness

Present liabilities

Accounts payable

$

2,706

$

3,456

Associated get together payable

500

–

Shares payable

384

–

Parallel run advance

256

–

Accrued and different liabilities

504

402

Ahead buy put by-product

1,284

–

Ahead buy collateral by-product

27,378

–

Associated get together convertible debentures

–

9,967

Convertible debentures

–

22,236

Complete present liabilities

33,012

36,061

Warrant legal responsibility

1,038

–

Long run debt

2,918

–

Coverage reserves

18,754

19,463

Complete liabilities

55,722

55,524

Commitments and contingencies (Observe 13)

Stockholders’ fairness (deficit)

Most popular inventory, $0.0001 par worth; 10,000,000 shares licensed, none issued or excellent as of September 30, 2022

–

–

Class A typical inventory, $0.0001 par worth, 500,000,000 shares licensed, 33,027,830 issued and excellent as of September 30, 2022

3

–

Undesignated most popular inventory, $.00001 par worth; 90,000,000 shares licensed, none issued and excellent as of December 31, 2021)

–

–

Non-redeemable most popular inventory sequence A, $.00001 par worth; 10,000,000 shares licensed, 8,000,000 shares issued and excellent as of December 31, 2021

–

21,854

Widespread inventory class A, $.00001 par worth; 800,000,000 shares licensed; 30,208 shares issued and excellent as of December 31, 2021)

–

–

Widespread inventory class B, $.00001 par worth, 100,000,000 shares licensed; 2,000,000 shares issued and excellent as of December 31, 2021)

–

–

Extra paid-in capital

144,672

4,902

Accrued deficit

(128,908

)

(51,976

)

Complete stockholders’ fairness (deficit)

15,767

(25,220

)

Complete Liabilities and Stockholders’ Fairness (Deficit)

$

71,489

$

30,304

FOXO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

({Dollars} in 1000’s, besides per share knowledge)

(Unaudited)

Three Months Ended

September 30,

9 Months Ended

September 30,

2022

2021

2022

2021

Complete income

$

14

$

31

$

93

$

93

Working bills:

Analysis and growth

558

1,665

2,160

4,321

Promoting, basic and administrative

8,269

2,721

17,239

7,640

Complete working bills

8,827

4,386

19,399

11,961

Loss from operations

(8,813

)

(4,355

)

(19,306

)

(11,868

)

Non-cash change in honest worth of convertible debentures

(3,697

)

(22,571

)

(28,180

)

(24,890

)

Change in honest worth of warrant legal responsibility

1,349

–

1,349

–

Change in honest worth of ahead buy put by-product

(1,284

)

–

(1,284

)

–

Change in honest worth of ahead buy collateral by-product

(27,378

)

–

(27,378

)

–

Different expense

(779

)

(2

)

(883

)

(31

)

Curiosity expense

(424

)

(313

)

(1,250

)

(825

)

Complete different expense

(32,213

)

(22,886

)

(57,626

)

(25,746

)

Loss earlier than revenue taxes

(41,026

)

(27,241

)

(76,932

)

(37,614

)

Provision for revenue taxes

–

–

–

–

Web loss

$

(41,026

)

$

(27,241

)

$

(76,932

)

$

(37,614

)

Web loss per Class A typical inventory, fundamental and diluted

$

(6.70

)

$

(4.68

)

$

(12.88

)

$

(6.47

)

FOXO TECHNOLOGIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

({Dollars} in 1000’s)

(Unaudited)

FOXO Applied sciences Working Firm FOXO Applied sciences Inc.
Stockholder Subscription Receivable Sequence A Most popular Inventory Widespread Inventory (Class A) Widespread Inventory (Class B) Widespread Inventory (Class A) Extra Paid-in-Capital Accrued Deficit Complete
Shares Quantity Shares Quantity Shares Quantity Shares Quantity
Three Months Ended September 30, 2021
Stability, June 30, 2021 $

(1,250

)

8,000,000

 $

21,854

30,000

 $

–

2,000,000

 $

–

–

 $

–

 $

4,447

 $

(23,861

)

 $

1,190
Web loss

–

–

–

–

–

–

–

–

–

–

(27,241

)

(27,241

)

Lease contributions

–

–

–

–

–

–

–

–

–

137

–

137

Fairness-based compensation

–

–

–

–

–

–

–

–

–

45

–

45

Subscriptions obtained

1,250

–

–

–

–

–

–

–

–

–

–

1,250

Stability, September 30, 2021 $

–

8,000,000

 $

21,854

30,000

 $

–

2,000,000

 $

–

–

 $

–

 $

4,629

 $

(51,102

)

 $

(24,619

)
9 Months Ended September 30, 2021
Stability, December 31, 2020 $

(3,750

)

8,000,000

 $

21,854

–

 $

–

2,000,000

 $

–

–

 $

–

 $

4,104

 $

(13,488

)

 $

8,720
Web loss

–

–

–

–

–

–

–

–

–

–

(37,614

)

(37,614

)

Lease contributions

–

–

–

–

–

–

–

–

–

410

–

410

Fairness-based compensation

–

–

–

–

–

–

–

–

–

102

–

102

Subscriptions obtained

3,750

–

–

–

–

–

–

–

–

–

–

3,750

Warrants issued

–

–

–

–

–

–

–

–

–

13

–

13

Issuance of shares for restricted inventory

–

–

–

30,000

–

–

–

–

–

–

–

–

Stability, 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
Stability, June 30, 2022 $

–

8,000,000

 $

21,854

1,545,154

 $

–

2,000,000

 $

–

–

 $

–

 $

12,026

 $

(87,882

)

 $

(54,002

)
Exercise previous to the enterprise mixture:
Web loss

–

–

–

–

–

–

–

–

–

–

(9,531

)

(9,531

)

Fairness-based compensation

–

–

–

–

–

–

–

–

–

211

–

211

Results of the enterprise mixture:

–

Conversion of Sequence A Most popular Inventory

–

(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 Widespread Inventory

–

–

–

2,000,000

–

(2,000,000

)

–

–

–

–

–

–

Conversion of present Class A Widespread Inventory

–

–

–

(26,717,883

)

–

–

–

15,518,705

1

–

–

1

Reverse recapitalization

–

–

–

–

–

–

–

8,143,649

1

19,677

–

19,678

Exercise after the enterprise mixture:

–

–

–

–

–

–

–

–

–

–

–

Web loss

–

–

–

–

–

–

–

–

–

–

(31,495

)

(31,495

)

Fairness-based compensation

–

–

–

–

–

–

–

9,175,000

1

329

–

330

Cantor Dedication Payment

–

–

–

–

–

–

–

190,476

–

1,600

–

1,600

Stability, September 30, 2022 $

–

–

 $

–

–

 $

–

–

 $

–

33,027,830

 $

3

 $

144,672

 $

(128,908

)

 $

15,767
9 Months Ended September 30, 2022
Stability, December 31, 2021 $

–

8,000,000

 $

21,854

30,208

 $

–

2,000,000

 $

–

–

 $

–

 $

4,902

 $

(51,976

)

 $

(25,220

)
Exercise previous to the enterprise mixture:
Web loss

–

–

–

–

–

–

–

–

–

–

(45,437

)

(45,437

)

Lease contributions

–

–

–

–

–

–

–

–

–

225

–

225

Fairness-based compensation

–

–

–

–

–

–

–

–

–

717

–

717

Warrant repurchase

–

–

–

–

–

–

–

–

–

(507

)

–

(507

)

Issuance of shares for exercised inventory choices

–

–

–

14,946

–

–

–

–

–

–

–

–

Issuance of shares for consulting settlement

–

–

–

1,500,000

–

–

–

–

–

6,900

–

6,900

Results of the enterprise mixture:
Conversion of Sequence A Most popular Inventory

–

(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 Widespread Inventory

–

–

–

2,000,000

–

(2,000,000

)

–

–

–

–

–

–

Conversion of present Class A Widespread Inventory

–

–

–

(26,717,883

)

–

–

–

15,518,705

1

–

–

1

Reverse recapitalization

–

–

–

–

–

–

–

8,143,649

1

19,677

–

19,678

Exercise after the enterprise mixture:
Web loss

–

–

–

–

–

–

–

–

–

–

(31,495

)

(31,495

)

Fairness-based compensation

–

–

–

–

–

–

–

9,175,000

1

329

–

330

Cantor Dedication Payment

–

–

–

–

–

–

–

190,476

–

1,600

–

1,600

Stability, 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 1000’s)

(Unaudited)

9 Months Ended

September 30,

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Web loss

$

(76,932

)

$

(37,614

)

Changes to reconcile internet loss to internet money utilized in working actions:

Depreciation

159

71

Fairness-based compensation

1,002

8

Cantor dedication price

1,600

–

Amortization of consulting charges

2,954

–

Change in honest worth of convertible debentures

28,180

24,890

Change in honest worth of ahead buy settlement collateral by-product

27,378

–

Change in honest worth of warrants

(1,349

)

–

Change in honest worth of ahead buy settlement put by-product

1,284

–

Conversion of accrued curiosity

593

–

Contributions within the type of lease funds

225

410

Amortization of right-of-use belongings

20

–

Accretion of working lease liabilities

(20

)

–

Recognition of pay as you go providing prices upon election of honest worth possibility

107

–

Accretion of curiosity earned on funding in convertible promissory be aware

–

(26

)

Different

–

13

Modifications in working belongings and liabilities:

Provides

(1,762

)

(296

)

Pay as you go bills, consulting charges, and different present belongings

(1,002

)

55

Cloud computing preparations

(1,941

)

(1,701

)

Reinsurance recoverables

709

88

Accounts payable

(489

)

2,247

Accrued and different liabilities

761

197

Coverage reserves

(709

)

(88

)

Web money utilized in working actions

(19,232

)

(11,746

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Buy of property and tools

(108

)

(73

)

Asset acquisition, internet of money acquired

–

(63

)

Improvement of inside use software program

(1,622

)

(9

)

Acquisition of convertible promissory be aware

–

(50

)

Web money utilized in investing actions

(1,730

)

(195

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of associated get together 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

–

Ahead buy settlement escrow

(29,135

)

–

Ahead buy settlement proceeds

484

–

Ahead buy settlement collateral launch to Meteora

733

–

Deferred providing prices

(539

)

–

Associated get together promissory be aware

(1,160

)

–

Proceeds obtained from stockholder subscription receivable

–

3,750

Web money supplied by financing actions

24,560

14,250

Web improve in money and money equivalents

3,598

2,309

Money and money equivalents at starting of interval

6,856

8,123

Money and money equivalents at finish of interval

$

10,454

$

10,432

NONCASH INVESTING AND FINANCING ACTIVITIES:

Conversion of phantom fairness to inventory choices

$

–

$

54

Conversion of debt

$

88,382

$

–

Conversion of most popular inventory

$

21,854

$

–

Accrued inside use software program

$

239

$

–

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