FOXO TECHNOLOGIES INC. ANNOUNCES ACQUISITION AGREEMENT TO ACQUIRE VECTOR BIOSOURCE INC.

Rhea-AI Summary

FOXO Technologies (OTC: FOXO) has signed a stock purchase agreement to acquire Vector Biosource Inc., a provider of information, data, and biospecimen sourcing services for biotechnology and pharmaceutical research industries. The acquisition terms include $500,000 in cash, 60,000 shares of Series E Preferred Stock ($1.5M stated value), warrants for $2M of common stock, and potential additional preferred shares worth up to $2M based on performance milestones.

Vector reported Q2 2025 revenues of $225,000 ($0.9M annual run rate) and is expected to grow significantly post-acquisition. FOXO has committed to funding up to $1.2M for Vector's growth initiatives. The closing is subject to due diligence completion and other conditions.

Positive

• Vector's Q2 2025 revenue of $225,000 with significant growth potential post-acquisition
• Strategic expansion into healthcare services sector through acquisition
• Performance-based deal structure with up to $2M additional value tied to milestones
• FOXO's commitment of $1.2M for Vector's growth initiatives

Negative

• Significant dilution through issuance of preferred stock and warrants
• Vector's current revenue is relatively small at $0.9M annual run rate
• Multiple closing conditions could delay or prevent deal completion
• Substantial capital commitment required for acquisition and growth funding

Insights

Financial Analyst

FOXO's acquisition of Vector Biosource represents strategic expansion into healthcare data services with structured deal terms and significant growth potential.

FOXO Technologies is making a calculated move to expand its footprint in the healthcare information sector through the acquisition of Vector Biosource. The deal structure reveals careful risk management with a purchase price that includes $500,000 in cash, $1.5 million in preferred stock, and warrants for $2 million in common stock, plus an additional performance-based component of up to $2 million in preferred stock tied to revenue milestones.

This acquisition appears strategically sound given Vector's positioning in the high-growth biospecimen and data sourcing market serving biotech and pharmaceutical research - sectors with significant tailwinds. Vector's current quarterly revenue of $225,000 ($900,000 annualized) provides a modest base, but the contingent payment structure indicates FOXO sees substantial growth potential, possibly multiplying current revenues.

The additional $1.2 million growth capital commitment demonstrates FOXO's intent to accelerate Vector's expansion post-acquisition. The transaction uses a mix of cash, equity, and performance incentives that aligns interests while preserving capital. The earnout structure spanning 12-24 months suggests FOXO has identified specific growth vectors and revenue opportunities they believe are achievable in the near term.

This deal represents a modest but potentially transformative acquisition for FOXO, giving them entry into a specialized healthcare data segment with applications across multiple high-value industries.

WEST PALM BEACH, FL, Sept. 11, 2025 (GLOBE NEWSWIRE) -- FOXO Technologies Inc. (OTC: FOXO) (the “Company”), announces that it has signed a stock purchase agreement to acquire Vector Biosource Inc. (“Vector”). Vector is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries. Vector generated second quarter 2025 net revenues of approximately $225,000 ($0.9 million on an annual run rate basis) and is expected to grow significantly post-acquisition.

The expected purchase price consists of: (i) $500,000 in cash, (ii) 60,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock (the “Series E Preferred Stock”) ($1.5 million in stated value), (iii) warrants to purchase $2 million of the Company’s common stock at a 10% premium to the common stock’s closing price one day prior to closing, and (iv) up to an additional 80,000 shares of Series E Preferred Stock (up to $2.0 million in stated value) subject to achieving certain revenue and cash collection milestones in a future 12 to 24 month period. Closing is expected to occur as soon as practical after a number of closing conditions are satisfied including, but not limited to, completion of due diligence and forms of warrant and employment agreements being finalized. In addition, FOXO has agreed to fund up to $1.2 million of Vector’s growth initiatives. Information on Vector Biosource can be found at www.vectorbiosource.com

“We are pleased to have reached agreement with Vector to move forward with this strategic acquisition,” said Seamus Lagan, Chief Executive Officer of FOXO. “We are attracted to Vector’s position in this sector of healthcare services, its business fundamentals and growth profile and intend to work closely with Vector senior leadership to aggressively expand Vector through organic growth and potentially acquisitions.” Frank Dias, Jr., CEO of Vector explained, “We believe the partnership with FOXO will allow Vector to achieve its near and long-term growth plans by providing growth capital, corporate infrastructure and potential synergies with other FOXO subsidiaries.”

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended ("Securities Act"). This announcement is being issued in accordance with Rule 135 under the Securities Act.

About FOXO Technologies Inc. (“FOXO”)

FOXO owns and operates three subsidiaries.

Rennova Community Health, Inc. owns and operates Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), a critical access designated (CAH) hospital in East Tennessee.

Myrtle Recovery Centers, Inc., a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for detox and residential treatment and outpatient services for MAT and OBOT Programs.

FOXO Labs, Inc. is a biotechnology company dedicated to improving human health and life span through the development of cutting-edge technology and product solutions for various industries.

For more information about FOXO, visit www.foxotechnologies.com.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the FOXO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to the risk of changes in the competitive and highly regulated industries in which FOXO operates; variations in operating performance across competitors or changes in laws and regulations affecting FOXO’s business; the ability to implement FOXO’s business plans, forecasts, and other expectations; the ability to obtain financing; the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future; the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others; and the risk of downturns and a changing regulatory landscape in the highly competitive industries in which FOXO operates. The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed in FOXO’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, and in other documents FOXO has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FOXO assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:

Sebastien Sainsbury
ssainsbury@foxotechnologies.com
(561) 485-0151

FAQ

What are the terms of FOXO Technologies' acquisition of Vector Biosource?

FOXO will pay $500,000 in cash, issue 60,000 shares of Series E Preferred Stock ($1.5M value), provide $2M in common stock warrants, and potentially issue up to 80,000 additional preferred shares based on performance milestones.

What is Vector Biosource's current revenue and growth potential?

Vector reported Q2 2025 revenue of $225,000 ($0.9M annual run rate) and is expected to grow significantly after the acquisition, supported by $1.2M in growth funding from FOXO.

How will FOXO Technologies fund Vector Biosource's growth?

FOXO has committed to provide up to $1.2 million to fund Vector's growth initiatives post-acquisition.

What conditions need to be met for the FOXO-Vector acquisition to close?

The closing requires completion of due diligence, finalization of warrant and employment agreements, and satisfaction of other closing conditions.

What is Vector Biosource's business model?

Vector is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.