FOXO TECHNOLOGIES INC. Faces Delisting Concerns
Ticker: FOXOW · Form: 8-K · Filed: Aug 18, 2025 · CIK: 1812360
| Field | Detail |
|---|---|
| Company | Foxo Technologies INC. (FOXOW) |
| Form Type | 8-K |
| Filed Date | Aug 18, 2025 |
| Risk Level | high |
| Pages | 7 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.0001, $0.10, $5.0 million, $5.1 million, $5.0 m |
| Sentiment | bearish |
Sentiment: bearish
Topics: delisting, financial-restatement, listing-standards
TL;DR
FOXO TECHNOLOGIES INC. is on the brink of being delisted and is retracting old financials.
AI Summary
FOXO TECHNOLOGIES INC. filed an 8-K on August 18, 2025, reporting a notice of delisting or failure to satisfy continued listing rules, and also a non-reliance on previously issued financial statements. The company was formerly known as Delwinds Insurance Acquisition Corp. and changed its name on May 18, 2020.
Why It Matters
This filing indicates potential financial distress or compliance issues for FOXO TECHNOLOGIES INC., which could significantly impact its stock value and investor confidence.
Risk Assessment
Risk Level: high — The notice of delisting and non-reliance on prior financials are strong indicators of severe financial or operational problems.
Key Players & Entities
- FOXO TECHNOLOGIES INC. (company) — Registrant
- Delwinds Insurance Acquisition Corp. (company) — Former company name
- August 18, 2025 (date) — Filing date
- August 12, 2025 (date) — Earliest event reported date
- May 18, 2020 (date) — Date of name change
FAQ
What specific listing rule has FOXO TECHNOLOGIES INC. failed to satisfy?
The filing states a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' but does not specify the exact rule in the provided text.
Why is FOXO TECHNOLOGIES INC. no longer relying on previously issued financial statements?
The filing indicates a 'Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review' but does not detail the reasons for this non-reliance in the provided text.
When did FOXO TECHNOLOGIES INC. change its name from Delwinds Insurance Acquisition Corp.?
The company changed its name from Delwinds Insurance Acquisition Corp. on May 18, 2020.
What is the principal executive office address for FOXO TECHNOLOGIES INC.?
The principal executive offices are located at 477 South Rosemary Avenue, Suite 224, West Palm Beach, Florida 33401.
What is the filing date of this 8-K report?
This 8-K report was filed on August 18, 2025.
Filing Stats: 2,150 words · 9 min read · ~7 pages · Grade level 16.1 · Accepted 2025-08-18 17:19:55
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 FOXO NYSE American Indicate by ch
- $0.10 — ce went below the NYSE minimum price of $0.10 on August 12, 2025 and was immediately
- $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, and, therefore, the Company shou
- $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
- form8-k.htm (8-K) — 100KB
- 0001641172-25-024660.txt ( ) — 272KB
- foxo-20250812.xsd (EX-101.SCH) — 3KB
- foxo-20250812_lab.xml (EX-101.LAB) — 33KB
- foxo-20250812_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 4KB
01 Notice of Delisting or
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 12, 2025, FOXO Technologies Inc., a Delaware corporation (the " Company "), received a letter from NYSE confirming that NYSE Regulation has determined to commence proceedings to delist the Class A Common Stock of the Company from NYSE American, pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Class A Common Stock. The share price went below the NYSE minimum price of $0.10 on August 12, 2025 and was immediately suspended from trading by NYSE. The Company submitted an application to have its common stock traded on the OTC and has on August 12, 2025 received confirmation from FINRA's Department of Market Operations that the trading symbol, "FOXO" has been assigned by them to the Common Stock of FOXO Technologies, Inc., and that the Company's Class A Common Stock commenced trading on the OTC market as of August 13, 2025. Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On August 14, 2025, the board of directors (the "Board") of the Company concluded that the previously issued unaudited condensed consolidated financial statements contained in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (the "Original 10-Q") should no longer be relied upon because of an error in those financial statements relating to the Company's accounting for measurement-period purchase price consideration owed in connection with the Company's acquisition on September 10, 2024 of Rennova Community Health, Inc. ("RCHI") from Rennova Health, Inc. ("RHI"). In connection with the preparation of the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2025, the Company determined that certain measurement-period purchase price consideration that had been settled as of March 31, 2025, should have be
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FOXO Technologies Inc. Dated: August 18, 2025 By: /s/ Seamus Lagan Seamus Lagan Title: Chief Executive Officer and Interim Chief Financial Officer