FOXO TECHNOLOGIES INC. Files 10-Q/A Amendment

TL;DR

FOXO filed an amended 10-Q for Q1 2025, updating financials. Check stock details.

AI Summary

FOXO TECHNOLOGIES INC. filed an amendment (10-Q/A) on August 19, 2025, for the period ending March 31, 2025. The filing relates to their financial performance and includes data on various preferred and common stock classes as of March 31, 2025, and December 31, 2024. The company was formerly known as Delwinds Insurance Acquisition Corp. before changing its name on May 18, 2020.

Why It Matters

This amended filing provides updated financial information for FOXO TECHNOLOGIES INC., crucial for investors to assess the company's current financial health and make informed decisions.

Risk Assessment

Risk Level: medium — Amendments to SEC filings can indicate a need for clarification or correction of previously reported information, potentially signaling underlying issues.

Key Numbers

• 20250331 — Period End Date (Financial reporting period)
• 20241231 — Previous Period End Date (Comparison point for financial data)

Key Players & Entities

• FOXO TECHNOLOGIES INC. (company) — Filer
• Delwinds Insurance Acquisition Corp. (company) — Former company name
• 20250819 (date) — Filing date
• 20250331 (date) — Period of report
• 001-39783 (other) — SEC file number

FAQ

Key Financial Figures

• $0.0001 — ered: Class A Common Stock, par value $0.0001 FOXO NYSE American Indicate by chec
• $5.0 million — her liability owed by the Company above $5.0 million (cumulative) then the consideration pay
• $5.1 million — 31, 2025, the Company had fully settled $5.1 million of cumulative debts and liabilities abo
• $5.0 m — cumulative debts and liabilities above $5.0 million, so the Company should have recor
• $2,945,950 — ected on the notes payable line item of $2,945,950 should have been $2,587,513 and the amo
• $2,587,513 — ine item of $2,945,950 should have been $2,587,513 and the amount reflected on the notes p

Filing Documents

• form10-qa.htm (10-Q/A) — 1557KB
• ex31-1.htm (EX-31.1) — 15KB
• ex31-2.htm (EX-31.2) — 16KB
• ex32-1.htm (EX-32.1) — 6KB
• 0001641172-25-024753.txt ( ) — 9536KB
• foxo-20250331.xsd (EX-101.SCH) — 77KB
• foxo-20250331_cal.xml (EX-101.CAL) — 81KB
• foxo-20250331_def.xml (EX-101.DEF) — 356KB
• foxo-20250331_lab.xml (EX-101.LAB) — 578KB
• foxo-20250331_pre.xml (EX-101.PRE) — 472KB
• form10-qa_htm.xml (XML) — 1392KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION: Item 1.

Financial Statements

Financial Statements 4 Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 4 Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 5 Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 6 Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 54 Item 4.

Controls and Procedures

Controls and Procedures 55

- OTHER INFORMATION

PART II - OTHER INFORMATION: Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 56 Item 5. Other Information 58 Item 6. Exhibits 58

SIGNATURES

SIGNATURES 59 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT This Quarterly Report on Form 10-Q/A, or this Report, and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which include, without limitation, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractiveness to its customers of our products and services, the potential success of our marketing and expansion strategies, realization of the value of other aspects of our business identified in this Report, as well as other reports that we file from time to time with the Securities and Exchange Commission. Any statements about our business, financial results, financial condition and operations contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Without limiting the foregoing, the words "believes," "anticipates," "expects," "intends," "plans," "projects," or similar expressions are intended to identify forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described in Part I., Item 1A, "Risk Factors," in our Annual Report on Form 10-K

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS FOXO technologies inc. and subsidiaries UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 16,907 $ 68,268 Accounts receivable, net 2,654,901 2,270,957 Supplies 188,387 161,466 Prepaid expenses 188,866 291,011 Other current assets 145,630 89,564 Total current assets 3,194,691 2,881,266 Property and equipment, net 328,030 364,481 Intangible assets, net 9,011,897 9,015,556 Goodwill 30,596,876 25,463,948 Right-of-use assets 3,879,886 3,982,820 Total assets $ 47,011,380 $ 41,708,071 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 7,315,741 $ 6,677,281 Accrued expenses 13,101,897 13,521,416 Notes payable 2,587,513 7,279,724 Related parties' notes payable 2,945,950 2,671,924 Related parties' payables and accrued expenses 6,974,811 1,941,385 Other loans 467,458 268,257 Right-of-use lease obligations 397,223 367,474 Total current liabilities 33,790,593 32,727,461 Warrant liabilities 9,652 41,246 Right-of-use lease obligations, non-current 3,558,289 3,667,553 Total liabilities 37,358,534 36,436,260 Commitments and contingencies (Note 14) - Stockholders' equity Series A Preferred Stock, $ 0.0001 par value and $ 1,000 stated value per share; 35,000 shares authorized, 22,232 and 22,540 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 2 2 Series B Preferred Stock, $ 0.0001 par value and $ 1,000 stated value per share; 7,500 shares authorized, 3,308 and 0 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively - - Series C Preferred Stock, $ 0.0001 par value and $ 1,000 stated value per share; 5,000 shares authorized, 405 and 120 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively - - Series D Preferred Stock, $ 0.0001 par value and $ 1,000 s

Financial Statements

Financial Statements 4 Foxo Technologies INc. and subsidiaries UNAUDITED CONDENSED CONSOLIDATED 2025 2024 Three Months Ended March 31, 2025 2024 Net revenues $ 3,169,920 $ 7,180 Operating expenses: Direct costs of revenue 1,903,936 - Research and development 30,000 165,360 Management contingent share plan 18,878 32,551 Selling, general and administrative 2,764,086 987,937 Total operating expenses 4,716,900 1,185,848 Loss from operations ( 1,546,980 ) ( 1,178,668 ) Change in fair value of warrant liabilities 31,594 9,090 Interest expense ( 889,792 ) ( 301,912 ) Gain from extinguishment of Senior PIK Notes 1,863,834 - Other non-operating expense, net ( 79,464 ) ( 32,500 ) Total non-operating income (expense), net 926,172 ( 325,322 ) Loss before income taxes ( 620,808 ) ( 1,503,990 ) Provision for income taxes - - Net loss, including noncontrolling interest ( 620,808 ) ( 1,503,990 ) Noncontrolling interest 4,350 - Net loss attributable to FOXO ( 616,458 ) ( 1,503,990 ) Deemed dividends from the issuances of preferred stock and the triggers of down round provisions and extension of Assumed Warrants ( 172,125 ) ( 656,164 ) Net loss to common stockholders ( 788,583 ) ( 2,160,154 ) Preferred stock dividends – undeclared ( 314,909 ) - Net loss to common stockholders, net of preferred stock dividends – undeclared $ ( 1,103,492 ) $ ( 2,160,154 ) Net loss per share of Class A Common Stock, basic and diluted $ ( 0.73 ) $ ( 4.82 ) Weighted average number of shares of Class A Common Stock, basic and diluted 1,506,959 448,117 See Accompanying Notes to Unaudited Condensed Consolidated

Financial Statements

Financial Statements 5 FOXO TECHNOLOGIES INC. and subsidiaries UNAUDITED CONDENSED CONSOLIDATED Shares Amount Shares Amount In-Capital Deficit Equity Interest Equity Preferred Class A Common Additional Total FOXO Total Stock Stock Paid- Accumulated Stockholders' Noncontrolling Stockholders' Shares Amount Shares Amount In-Capital Deficit Equity Interest Equity Balance, December 31, 2024 26,972 $ 3 1,183,942 $ 119 $ 195,864,697 $ ( 190,541,067 ) $ 5,323,752 $ ( 51,941 ) $ 5,271,811 Net loss to common stockholders - - - - - ( 788,583 ) ( 788,583 ) - ( 788,583 ) Noncontrolling interest - - - - - - - ( 4,350 ) ( 4,350 ) Stock-based compensation - - - - 27,716 - 27,716 - 27,716 Common stock issued for conversions of Series A Preferred Stock ( 308 ) - 73,374 7 ( 7 ) - - - - Issuances of Series B Preferred Stock in exchange for Senior PIK Notes, net of finder's fees 3,457 - - - 3,282,500 - 3,282,500 - 3,282,500 Issuance of Series C Preferred Stock for cash investment, net of finder's fees 60 - - - 44,825 - 44,825 - 44,825 Exchanges of Series B Preferred Stock for Series C Preferred Stock 75 - - - - - - - - Common stock issued for conversions and exchanges of notes payable - - 217,302 22 828,452 - 828,474 - 828,474 Common stock issued under terms of notes payable - - 30,752 3 38,247 - 38,250 - 38,250 Common stock issuable under terms of notes payable - - - - 68,225 - 68,225 - 68,225 Common stock issued and issuable for finder's fees - - 11,494 1 141,189 - 141,190 - 141,190 Shares issued under Corporate Development and Advisory Agreement - - 39,389 4 ( 4 ) - - - - Common stock issued for legal settlement - - 165,077 17 570,646 - 570,663 - 570,663 Deemed dividends from issuances of preferred stock and triggers of down round provisions of A

Financial Statements

Financial Statements 6 FOXO TECHNOLOGIES INC. and subsidiaries UNAUDITED CONDENSED CONSOLIDATED 2025 2024 Three Months Ended March 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss, including noncontrolling interest $ ( 620,808 ) $ ( 1,503,990 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 143,044 260,324 Gain from extinguishment of Senior PIK Notes ( 1,863,834 ) - Equity-based compensation, net of forfeitures 27,716 118,222 Amortization of consulting fees paid in common stock 96,904 25,500 Change in fair value of warrants ( 31,594 ) ( 8,091 ) Senior PIK Notes interest 70,593 258,263 Amortization of debt discounts and debt issuance costs 353,157 32,575 Non-cash interest expense on right-of-use lease obligations 220,486 - Non-cash interest on other loans 141,000 - Changes in operating assets and liabilities: Accounts receivable ( 383,944 ) - Supplies ( 26,921 ) - Prepaid expenses 5,241 58,574 Other current assets ( 56,066 ) 5,132 Accounts payable 638,460 982,533 Accrued and other liabilities, including related parties' payables 239,476 ( 635,344 ) Other liabilities 9,500 - Right-of-use lease obligations ( 300,001 ) - Net cash used in operating activities ( 1,337,591 ) ( 406,302 ) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash from investing activities - - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuances of notes payable, net of issuance costs 965,000 370,720 Proceeds from other loans 279,000 - Borrowings under note payable to RHI 274,026 - Payments on notes payable ( 46,322 ) - Payments on other loans ( 230,299 ) - Proceeds from issuance of Series C Preferred Stock, net of issuance costs 44,825 - Net cash provided by financing activities 1,286,230 370,720 Net change in cash and cash equivalents ( 51,361 ) ( 35,582 ) Cash an

Financial Statements

Financial Statements 7 Foxo technologies inc. and subsidiaries NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL Note 1 DESCRIPTION OF BUSINESS FOXO Technologies Inc. ("FOXO" or the "Company"), formerly known as Delwinds Insurance Acquisition Corp. ("Delwinds"), a Delaware corporation, was originally formed in April 2020 as a publicly traded special purpose company for the purpose of effecting a merger, capital stock exchange, asset acquisition, reorganization, or similar business combination involving one or more businesses. FOXO is commercializing epigenetic biomarker technology to support groundbreaking scientific research and disruptive next-generation business initiatives. The Company applies automated machine learning and artificial intelligence ("AI") technologies to discover epigenetic biomarkers of human health, wellness and aging and, with the acquisitions from Rennova Health Inc. ("RHI") of Myrtle Recovery Centers, Inc. ("Myrtle"), a Tennessee corporation, effective on June 14, 2024, and Rennova Community Health, Inc. ("RCHI"), a Florida corporation, and its wholly owned subsidiary, Scott County Community Hospital, Inc. ("SCCH"), a Tennessee corporation, on September 10, 2024, the Company offers behavioral health services, including substance use disorder treatment, and operates a critical access designated hospital in Oneida, Tennessee. The acquisitions of Myrtle and RCHI are more fully discussed in Note 5. Segments The Company manages and classifies its business into two reportable business segments: (i) Healthcare; and (ii) Labs and Life. Previously, Labs and Life were treated as separate segments, however, with the acquisition of Myrtle in June 2024, the Company's operational focus shifted such that it was appropriate to combine its Labs and Life segments during the second quarter of 2024 and to operate Myrtle, RCHI and SCCH under the Company's recently formed Healthcare segment. SCCH is doing business as Big South Fork Medic

View Full Filing

View this 10-Q/A filing on SEC EDGAR