Foxo Technologies Inc 10-Q for FY2024 Q3

Foxo Technologies Inc. (FOXO)

10-Q 2024-11-19 For: 2024-09-30

Added on April 12, 2026

About this 10-Q

Foxo Technologies Inc filed this 10-Q on November 19, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.2M; up 11860.0% from $10K a year earlier
Net loss: $1.95M; compared with a net loss of $3.66M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		85-1050265
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

729 N. Washington Ave., Suite 600 Minneapolis, MN		55401
(Address of principal executive offices)		(Zip Code)

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Class A Common Stock, par value $0.0001		FOXO		NYSE American

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

PART I - FINANCIAL INFORMATION:
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for Each of the Quarters in the Nine Months Ended September 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	49

PART II - OTHER INFORMATION:		50
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 5.	Other Information	58
Item 6.	Exhibits	58
SIGNATURES		59

	September 30,			December 31,
	2024			2023
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	34		$	38
Account receivable, net		2,001			-
Supplies		210			-
Prepaid expenses		502			86
Other current assets		162			109
Total current assets		2,909			233
Property and equipment, net		387			14
Right-of-use lease assets		4,110			-
Intangible assets, net		2,105			378
Goodwill		33,160			-
Other assets		-			100
Total assets	$	42,671		$	725

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	8,204		$	4,556
Accrued expenses		12,557			3,986
Related parties’ notes payable		1,762			790
Notes payable		7,803			4,203
Related parties’ payables and accruals		3,682			801
Right-of-use lease liabilities		339			-
Total current liabilities		34,347			14,336
Warrant liabilities		7			8
Related party note payable		22,000			-
Right-of-use lease liabilities, non-current		3,771			-
Other liabilities		100			481
Total liabilities		60,225			14,825
Commitments and contingencies (Note 16)		-
Stockholders’ deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued or outstanding as of September 30, 2024 and December 31, 2023		-			-
Class A Common Stock, $0.0001 par value, 500,000,000 shares authorized, 13,621,554 and 7,646,032 shares issued and outstanding, respectively, as of September 30, 2024 and December 31, 2023		1			1
Additional paid-in capital		166,218			162,959
Accumulated deficit		(183,727	)		(177,060	)
Total FOXO’s stockholders’ deficit		(17,508	)		(14,100	)
Noncontrolling interest		(46	)		-
Total stockholders’ deficit		(17,554	)		(14,100	)
Total liabilities and stockholders’ deficit	$	42,671		$	725


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net revenues	$	1,196		$	10		$	1,231		$	35
Operating expenses:
Direct costs of revenues		541			70			572			70
Research and development		43			283			312			925
Management contingent share plan expense (forfeitures)		(116	)		(1,553	)		(75	)		(141	)
Impairment of intangible assets and cloud computing arrangements		-			-			-			2,633
Selling, general and administrative expenses		1,733			4,717			4,195			15,052
Total operating expenses		2,201			3,447			5,004			18,469
Loss from operations		(1,005	)		(3,507	)		(3,773	)		(18,504	)
Change in fair value of warrant liability		(7	)		36			1			244
Loss from PIK Note Amendment and 2022 Debenture Release		-			-			-			(3,521	)
Interest expense		(957	)		(148	)		(1,800	)		(865	)
Other income (expense)		16			(41	)		(49	)		54
Total non-operating expense		(948	)		(153	)		(1,848	)		(4,088	)
Loss before income taxes		(1,953	)		(3,660	)		(5,621	)		(22,592	)
Provision for income taxes		-			-			-			-
Net loss		(1,953	)		(3,660	)		(5,621	)		(22,592	)
Noncontrolling interest		7			-			8			-
Net loss attributable to FOXO	$	(1,946	)	$	(3,660	)	$	(5,613	)	$	(22,592	)
Deemed dividends related to the Exchange Offer and extension of and trigger of down round provisions of Assumed Warrants		(88	)		(912	)		(1,054	)		(3,378	)
Net loss to common stockholders	$	(2,034	)	$	(4,572	)	$	(6,667	)	$	(25,970	)

Net loss per share of Class A common stock, basic and diluted	$	(0.15	)	$	(0.94	)	$	(0.62	)	$	(7.75	)
Weighted average shares of Class A common stock, basic and diluted (in thousands)		13,156			4,878			10,813			3,350

	Shares			Amount		Stock			In-Capital			Deficit			Equity (Deficit)			Interest		Equity (Deficit)
	Class A Common								Additional						Total FOXO					Total
	Stock					Treasury			Paid-			Accumulated			Stockholders’			Noncontrolling		Stockholders’
	Shares			Amount		Stock			In-Capital			Deficit			Equity (Deficit)			Interest		Equity (Deficit)

Balance, December 31, 2022		2,966,987		$	-		(214,077	)	$	153,939		$	(147,231	)	$	6,708		$	-	$	6,708
Net loss to common stockholders		-			-		-			-			(7,639	)		(7,639	)		-		(7,639	)
Stock based compensation		(11,100	)		-		-			901			-			901			-		901
Balance, March 31, 2023		2,955,887			-		(214,077	)		154,840			(154,870	)		(30	)		-		(30	)
Net loss to common stockholders		-			-		-			-			(13,759	)		(13,759	)		-		(13,759	)
Stock based compensation		(25,000	)		-		-			773			-			773			-		773
2022 Debenture Release		703,500			-		-			2,181			-			2,181			-		2,181
PIK Note Amendment		432,187			-		-			1,339			-			1,339			-		1,339
Exchange Offer		795,595			-		-			2,466			-			2,466			-		2,466
Treasury stock		(214,076	)		-		214,077			-			-			-			-		-
Balance, June 30, 2023		4,648,093		$	-		-		$	161,599		$	(168,629	)	$	(7,030	)	$	-	$	(7,030	)
Net loss to common stockholders		-			-		-			-			(4,572	)		(4,572	)		-		(4,572	)
Stock based compensation		(329,032	)		-		-			(1,447	)		-			(1,447	)		-		(1,447	)
Private placements net of issuance costs		929,376			1		-			443			-			444			-		444
Issuance of common stock to Joseph Gunner		276,875			-		-			221			-			221			-		221
Issuance of common stock to MSK		292,867			-		-			234			-			234			-		234
Deemed dividend related to down round provison of Assumed Warrants		-			-		-			912			-			912			-		912
Issuance of common stock to employees		98,670			-		-			135			-			135			-		135
Balance, September 30, 2023		5,916,849		$	1		-		$	162,097		$	(173,201	)	$	(11,103	)	$	-	$	(11,103	)

	Class A Common							Additional						Total FOXO						Total
	Stock					Treasury		Paid-			Accumulated			Stockholders’			Noncontrolling			Stockholders’
	Shares			Amount		Stock		In-Capital			Deficit			Deficit			Interest			Deficit

Balance, December 31, 2023		7,646,032		$	1		-	$	162,959		$	(177,060	)	$	(14,100	)	$	-		$	(14,100	)
Net loss to common stockholders		-			-		-		-			(2,160	)		(2,160	)		-			(2,160	)
Stock-based compensation		(667	)		-		-		103			-			103			-			103
Shares issued under KR8 Agreement		1,300,000			-		-		378			-			378			-			378
Shares issued under Corporate Development and Advisory Agreement		450,000			-		-		153			-			153			-			153
Shares issued to MSK under Shares for Services Agreement		511,027			-		-		-			-			-			-			-
Shares issued to employee		53,202			-		-		16			-			16			-			16
Warrants issuable for finder’s fees		-			-		-		17			-			17			-			17
Deemed dividends from trigger of down round provisions and extension of Assumed Warrants		-			-		-		656			-			656			-			656
Balance, March 31, 2024		9,959,594			1		-		164,282			(179,220	)		(14,937	)		-			(14,937	)
Net loss to common stockholders		-			-		-		-			(2,473	)		(2,473	)		-			(2,473	)
Noncontrolling interest		-			-		-		-			-			-			(1	)		(1	)
Stock-based compensation		(1,667	)		-		-		68			-			68			-			68
Shares issuable under terms of note payable		-			-		-		28			-			28			-			28
Shares issued to LGH under terms of note payable		200,000			-		-		57			-			57			-			57
Shares issued for legal settlement		1,119,893			-		-		286			-			286			-			286
Warrants issuable for finder’s fees		-			-		-		43			-			43			-			43
Shares issuable for Myrtle acquisition		-			-		-		235			-			235			-			235
Shares issuable to institutional investors under terms of senior note payable		-			-		-		255			-			255			-			255
Noncontrolling interest		-			-		-		-			-			-			(38	)		(38	)
Deemed dividends from trigger of down round provisions of Assumed Warrant		-			-		-		310			-			310			-			310
Balance, June 30, 2024		11,277,820		$	1		-	$	165,564		$	(181,693	)	$	(16,128	)	$	(39	)	$	(16,167	)
Balance		11,277,820		$	1		-	$	165,564		$	(181,693	)	$	(16,128	)	$	(39	)	$	(16,167	)
Net loss to common stockholders		-			-		-		-			(2,034	)		(2,034	)		-			(2,034	)
Noncontrolling interest		-			-		-		-			-			-			(7	)		(7	)
Stock-based compensation		(10,000	)		-		-		(93	)		-			(93	)		-			(93	)
Shares issuable for extensions of notes payable		-			-		-		24			-			24			-			24
Shares issuable for corporate development and advisory services		-			-				393						393						393
Shares issuable to finder for financial and strategic advisory services		-			-		-		165			-			165			-			165
Shares issued for legal settlement		221,350			-		-		29			-			29			-			29
Warrants issuable for finder’s fees		-			-		-		2			-			2			-			2
Shares issued for Myrtle acquisition		1,023,629			-		-		-			-			-			-			-
Shares issued for Myrtle acquisition, shares		1,023,629			-		-		-			-			-			-			-
Shares issued to institutional investors under terms of senior note payable		1,108,755			-		-		-			-			-			-			-
Shares issued to institutional investors under terms of senior note payable, shares				1,108,755
Shares issuable to finder in lieu of finder’s warrants and fees		-							47			-			47			-			47
Noncontrolling interest		-			-		-		-			-			-			-			-
Deemed dividends from trigger of down round provisions of Assumed Warrant		-			-		-		88			-			88			-			88
Balance, September 30, 2024		13,621,554		$	1		-	$	166,218		$	(183,727	)	$	(17,508	)	$	(46	)	$	(17,554	)
Balance		13,621,554		$	1		-	$	166,218		$	(183,727	)	$	(17,508	)	$	(46	)	$	(17,554	)

	As Previously Presented			Adjusted			As Revised
	Six Months Ended
	June 30, 2024

	As Previously Presented			Adjusted			As Revised
Net cash provided by (used in) operating activities	$	551		$	(2,122	)	$	(1,571	)
Net cash used in investing activities		(2,381	)		2,122			(259	)
Net change in cash	$	(1,830	)	$	-		$	(1,830	)

Non-cash related party payable for purchase of intangible asset	$	-		$	2,122		$	2,122

	September 30, 2024		September 30, 2023
Public and private warrants		1,037,873		1,037,873
Assumed Warrants		4,726,514		2,007,848
Stock options		108,410		215,094
Total antidilutive shares		5,872,797		3,260,815

	Myrtle			RCHI
Total purchase price	$	500		$	22,000

Tangible and Intangible assets acquired, and liabilities assumed at estimated fair value:
Cash	$	6		$	8
Accounts receivable, net		284			2,354
Supplies		-			202
Prepaid expenses		-			128
Property and equipment, net		221			176
Right-of-use lease assets		1,463			2,693
Accounts payable		(708	)		(3,081	)
Accrued expenses		(99	)		(7,953	)
Right-of-use lease liabilities		(1,463	)		(2,693	)
Note payable		(1,611	)		(624	)
Noncontrolling interest		38			-

Assets acquired, net of liabilities assumed	$	(1,869	)	$	(8,791	)
Goodwill	$	2,369		$	30,791


	Three-Months Ended						Nine-Months Ended
	September 30,						September 30,
	2024			2023			2024			2023

Net revenues	$	3,041		$	3,510		$	9,706		$	14,735
Net loss attributable to FOXO		(2,785	)		(3,401	)		(7,483	)		(17,767	)
Deemed dividends		(88	)		(912	)		(1,054	)		(3,378	)
Net loss to common stockholders	$	(2,873	)	$	(4,313	)	$	(8,537	)	$	(21,145	)

Net loss per share:
Basic and diluted net loss to common stockholders	$	(0.22	)	$	(0.73	)	$	(0.74	)	$	(4.83	)
Weighted average number of common shares outstanding during the period (in thousands):
Basic and diluted		13,334			5,902			11,553			4,374

	September 30, 2024			December 31, 2023
Accounts receivable, gross	$	12,900		$	-
Less:
Allowance for discounts		(9,354	)		-
Allowance for doubtful accounts		(1,119	)		-
Accounts receivable owed under sales agreements		(426	)		-
Accounts receivable, net	$	2,001		$	-

	September 30, 2024			December 31, 2023

Leasehold improvements	$	180		$	-
Furniture and fixtures		133			-
Computer equipment		78			37
Software		6			-
Medical equipment		37			-
Gross property and equipment		434			37
Less accumulated depreciation		(47	)		(23	)
Property and equipment, net	$	387		$	14

	September 30, 2024			December 31, 2023
Methylation pipeline	$	592		$	592
Epigenetic APP		2,500			-
Less: accumulated amortization		(987	)		(214	)
Intangible assets, net	$	2,105		$	378

	September 30, 2024			December 31, 2023

Notes payable – third parties	$	7,803		$	4,203
Notes payable – related parties		23,762			790
Total debt		31,565			4,993
Less current portion of debt		(9,565	)		(4,993	)
Total debt, net of current portion	$	22,000		$	-

	September 30, 2024			December 31, 2023

Senior PIK Notes in the principal amount of $3,458, including interest of $1,514 and $745	$	4,971		$	4,203
Western Note Payable		624			-
ClearThink Notes in the aggregate principal amount of $1,076, net of unamortized discounts of $106		970			-
LGH Note Payable in the principal amount of $110, net of unamortized discounts of $36		74			-
IG Note Payable in the principal amount of $175		175			-
Senior Notes Payable in the aggregate principal amount of $1,120, net of unamortized discounts of $266		854			-
1800 Diagonal Note Payable in the principal amount of $169, net of unamortized discounts of $34		135			-
Total third-party notes payable		7,803			4,203
Less current portion of third-party notes payable		(7,803	)		(4,203	)
Total third-party notes payable, net of current portion	$	-		$	-

	●	As more fully discussed below, on the Initial Closing Date (as defined below), the Purchaser purchased $840 in principal amount of the Senior Notes Payable. In addition, as required the Company issued to the Purchaser an aggregate of 1,108,755 shares of the Company’s Class A Common Stock representing 9.99% of the outstanding shares of its Class A Common Stock on the Initial Closing Date. The Company issued the 1,108,755 shares on July 17, 2024.

	●	Upon the filing of a preliminary proxy statement or information statement with the SEC relating to the approval by the Company’s stockholders of an agreement by the Company to acquire the shares of common stock of RCHI from RHI, and all transactions contemplated thereby (the “Acquisition”), the Purchaser purchased an aggregate of $280 in principal amount of the Senior Notes Payable as more fully discussed below.

	●	Upon the closing of the Acquisition, the Purchasers agreed to purchase up to an aggregate of $1,120 in principal amount of the Senior Notes Payable. However, the Purchaser or Purchasers have not yet purchased these additional notes due to conditions in the SPA that have not been met. The terms of the Acquisition were amended as more fully discussed in Note 5.

	●	Upon the filing of a registration statement by the Company with the SEC relating to the resale by the Purchasers (and any affiliates) of all shares of the Company’s Class A Common Stock beneficially owned by each Purchaser (and any affiliate) the Purchasers will purchase up to an aggregate of $560 in principal amount of the Senior Notes Payable. The Purchaser or Purchasers have not yet purchased these notes because the conditions for funding have not been fully met.

	September 30, 2024			December 31, 2023

Poole Note, dated September 19, 2023	$	247		$	247
Additional Poole Note		43			43
Sponsor loan		500			500
Note payable to RHI for the acquisition of Myrtle		265			-
Note payable to RHI in connection with the acquisition of Myrtle in the original principal amount of $1,611		707			-
September 10, 2024 Note to RHI for the acquisition of RCHI		22,000			-
Total related parties’ notes payable		23,762			790
Less current portion of related parties’ notes payable		(1,762	)		(790	)
Total related parties’ notes payable, net of current portion	$	22,000		$	-

	Balance Sheet Classification	September 30, 2024			December 31, 2023

Assets:

Operating leases	Right-of-use operating lease assets	$	4,110		$	-

Liabilities:
Current:
Operating leases	Right-of-use operating lease liabilities	$	339		$	-
Noncurrent:
Operating leases	Right-of-use operating lease liabilities		3,771			-

Total right-of-use lease liabilities		$	4,110		$	-

Weighted average remaining term of operating leases, including option periods expected to renew			5.5 years			n/a

Interest rate			22.0	%		n/a

⁽¹⁾	Expense is included in selling, general and administrative expenses in the unaudited condensed consolidated statement of operations.

⁽²⁾	Expense is included in interest expense in the unaudited condensed consolidated statements of operations.

	Right-of-Use Operating Leases
Twelve months ending:
October 1, 2024 to September 30, 2025	$	1,212
October 1, 2025 to September 30, 2026		1,248
October 1, 2026 to September 30, 2027		1,285
October 1, 2027 to September 30, 2028		1,324
October 1, 2028 to September 30, 2029		1,363
Thereafter		945
Total		7,377

Less interest		(3,267	)
Present value of minimum lease payments		4,110

Less current portion of right-of-use lease liabilities		(339	)
Right-of-use lease liabilities, net of current portion	$	3,771

	●	Healthcare - The Company’s healthcare segment began with the acquisition of Myrtle on June 14, 2024 and includes RCHI, which was acquired on September 10, 2024. Each of these businesses is more fully discussed in Note 5. Myrtle offers behavioral health services, primarily substance abuse treatments and services that are provided on either an inpatient, residential basis or an outpatient basis. RCHI’s hospital, BSF, has 25 inpatient beds, and a 24/7 emergency department and provides ancillary services, including laboratory, radiology, respiratory and pharmacy services. BSF is designated as a Critical Access Hospital (rural) hospital.

	●	Labs and Life - The Company’s Labs and Life segment is commercializing proprietary epigenetic biomarker technology to be used for underwriting risk classification in the global life insurance industry. The Company’s innovative biomarker technology enables the adoption of new saliva-based health and wellness biomarker solutions for underwriting and risk assessment. The Company’s research demonstrates that epigenetic biomarkers, collected from saliva, provide measures of individual health and wellness for the factors used in life insurance underwriting traditionally obtained through blood and urine specimens. On February 3, 2023, the Company sold FOXO Life Insurance Company as more fully discussed in Note 14.

	September 30, 2024		December 31, 2023

Healthcare	$	39,954	$	-
Labs and Life		2,226		408
Corporate and other		491		317
Total assets	$	42,671	$	725

	Revenues				Losses
	2024		2023		2024			2023
Healthcare	$	1,188	$	-	$	(47	)	$	-
Labs and Life		8		10		(382	)		(408	)
		1,196		10		(429	)		(408	)
Corporate and other (a)		-		-		(560	)		(3,104	)
Interest expense		-		-		(957	)		(148	)
Total	$	1,196	$	10	$	(1,946	)	$	(3,660	)

	●	Healthcare - The Company’s healthcare segment began with the acquisition of Myrtle on June 14, 2024 and expanded with the acquisition of RCHI on September 10, 2024, as more fully discussed in Note 5 to the accompanying unaudited condensed financial statements. Myrtle offers substance abuse treatments and services that are provided on either an inpatient, residential basis or an outpatient basis. Presently, it offers alcohol and drug residential detoxification and residential rehabilitation treatment services for up to 30 inpatients. RCHI’s hospital, BSF, has 25 inpatient beds, and a 24/7 emergency department and provides ancillary services, including laboratory, radiology, respiratory and pharmacy services. BSF is designated as a Critical Access Hospital (rural) hospital.

	●	Labs and Life- Our Labs and Life segment is commercializing proprietary epigenetic biomarker technology to be used for underwriting risk classification in the global life insurance industry. Our research demonstrates that epigenetic biomarkers, collected from saliva or blood, provide meaningful measures of health and lifestyle factors. Labs and Life anticipates recognizing revenue related to sales of its Bioinformatics Services and from the commercialization of research and development activities, which may include its Underwriting Report, Longevity Report, or as a result of other commercialization opportunities including a potential AI platform for the delivery of health and well-being data-driven insights to individuals, healthcare professionals and third-party service providers. Life sought to redefine the relationship between consumers and insurers by combining life insurance with healthy longevity. The distribution of insurance products that may be paired with our FOXO’s Longevity Report strived to provide life insurance consumers with valuable information and insights about their individual health and wellness.

(Dollars in thousands)		2024			2023			Change in $		Change in %
Net revenues	$	1,196		$	10		$	1,186		NM
Operating expenses:
Direct costs of revenues		541			70			471		673	%
Research and development		43			283			(240	)	-85	%
Management contingent share plan		(116	)		(1,553	)		1,437		-93	%
Selling, general and administrative		1,733			4,717			(2,984	)	-63	%
Total operating expenses		2,201			3,517			(1,316	)	-37	%
Loss from operations		(1,005	)		(3,507	)		2,502		-71	%
Non-operating expenses		(948	)		(153	)		(795	)	520	%
Net loss, including noncontrolling interest		(1,953	)		(3,660	)		1,707		-47	%
Net loss attributable to noncontrolling interest		7			-			7		NM
Net loss attributable to FOXO		(1,946	)		(3,660	)		1,714		-47	%
Deemed dividends		(88	)		(912	)		824		-90	%
Net loss to common stockholders	$	(2,034	)	$	(4,572	)	$	2,538		-56	%

(Dollars in thousands)	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023		Change in $			Change in %
Net revenues	$	1,188		$	-	$	1,188			NM	%
Operating expenses		(1,242	)		-		(1,242	)		NM	%
Less noncontrolling interest		7			-		7			NM	%
Segment loss	$	(47	)	$	-	$	(47	)		NM	%

							Change in			Change in
(Dollars in thousands)	2024			2023			$			%
Net revenues	$	1,231		$	35		$	1,196			NM
Operating expenses:
Direct costs of revenues		572			70			502			717	%
Research and development		312			925			(613	)		-66	%
Management contingent share plan		(75	)		(141	)		66			-47	%
Impairment of intangible assets and cloud computing arrangements		-			2,633			(2,633	)		-100	%
Selling, general and administrative		4,195			15,052			(10,857	)		-72	%
Total operating expenses		5,004			18,539			(13,535	)		-73	%
Loss from operations		(3,773	)		(18,504	)		14,731			-80	%
Non-operating expenses		(1,848	)		(4,088	)		2,240			-55	%
Net loss, including noncontrolling interest		(5,621	)		(22,592	)		16,971			-75	%
Net loss attributable to noncontrolling interest		8			-			8			NM
Net loss attributable to FOXO		(5,613	)		(22,592	)		16,979			-75	%
Deemed dividends		(1,054	)		(3,378	)		2,324			-69	%
Net loss to common stockholders	$	(6,667	)	$	(25,970	)	$	19,303			-74	%

(Dollars in thousands)	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023		Change in $			Change in %
Net revenues	$	1,208		$	-	$	1,208			NM	%
Operating expenses		(1,330	)		-		(1,330	)		NM	%
Less noncontrolling interest		8			-		8			NM	%
Segment loss	$	(114	)	$	-	$	(114	)		NM	%

	For the three months ended September 30,						For the nine months ended September 30,
*(Dollars in thousands)*	2024			2023			2024			2023
Net loss attributable to FOXO	$	(1,946	)	$	(3,660	)	$	(5,613	)	$	(22,592	)
Add: Depreciation and amortization		274			75			796			1,251
Add: Interest expense		957			148			1,800			865
Add: Stock-based compensation		111			(1,312	)		399			2,582
Add: Change in fair value of warrant liability		7			(36	)		(1	)		(244	)
Add: Impairments of intangible assets and cloud computing arrangements		-			-			-			2,633
Add: Loss from PIK Note Amendment and 2022 Debenture Release		-			-			-			3,521

Adjusted EBITDA	$	(597	)	$	(4,785	)	$	(2,619	)	$	(11,984	)

	Cash Provided by / (Used in)
Nine Months Ended September 30,	2024			2023
Operating Activities	$	(995	)	$	(6,165	)
Investing Activities	$	14		$	-
Financing Activities	$	977		$	692

	Amounts Due by Period
*(Dollars in thousands)*	1 Year		2 - 3 years		4 - 5 years		More than 5 years		Total
KR8 Agreement (a)	$	2,322		4,450		4,450		-	$	11,222
Other license agreement (b)		40		40		20		-		100
Note payable (c)		8,354		-		-		-		8,354
Related parties payable (d)		1,261		22,100		-		-		23,361
Related parties ROU lease obligations (e)		1,200		2,400		2,400		1,200		7,200
Supplier and other commitments		54		-		-		-		54
Total	$	13,231		28,990		6,870		1,200	$	50,291

(d)	Represents the principal and interest balances as of September 30, 2024 of notes to RHI for acquisitions of Myrtle and RCHI, and Promissory notes 1 and 2. Notes to RHI are more fully discussed in Note 10. Promissory note 1 does not bear interest and Promissory note 2 accrues interest in arrears at a rate of 13.25% per annum. The notes are due on demand, and in the absence of any demand, one year from the issuance date and may be prepaid, in whole or in part, without penalty at any time.

(e)	Includes: (i) facilities lease between Myrtle and a subsidiary of RHI beginning June 14, 2024 for a term of one year with annual options to renew for up to 5 years. Initial monthly base rental amount is $35 and with annual rental increases equal to the greater of 3% and the consumer price index; and (ii) facilities lease between RCHI and a subsidiary of RHI beginning June 1, 2024 for a term of one year with annual options to renew for up to 5 years. Initial monthly base rental amount is $65 and with annual rental increases equal to the greater of 3% and the consumer price index.

	●	federal and state laws applicable to billing and claims payment;
	●	federal and state laws relating to licensure;
	●	federal and state anti-kickback laws;
	●	federal and state false claims laws;
	●	federal and state self-referral and financial inducement laws, including the federal physician anti-self-referral law, or the Stark Law;
	●	coverage and reimbursement levels by Medicare and other governmental payors and private insurers;
	●	HIPAA, along with the revisions to HIPAA as a result of the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and analogous state laws;
	●	federal and state regulation of privacy, security, electronic transactions and identity theft;
	●	federal, state and local laws governing the handling, transportation and disposal of medical and hazardous waste;
	●	Occupational Safety and Health Administration rules and regulations;
	●	changes to laws, regulations and rules as a result of the ACA; and
	●	changes to other federal, state and local laws, regulations and rules, including tax laws.