FOXO TECHNOLOGIES INC. ANNOUNCES REVERSE STOCK SPLIT
Rhea-AI Summary
FOXO Technologies (NYSE American: FOXO) has announced a 1-for-10 reverse stock split of its Class A common stock, effective April 28, 2025, at 4:01pm ET. The stock will begin trading on a split-adjusted basis on April 29, 2025, under the same symbol 'FOXO' but with a new CUSIP number.
The reverse split was approved by stockholders at the Annual Meeting on November 29, 2024, with an authorized ratio range of 1:5 to 1:100. The action aims to ensure compliance with NYSE American's continued listing requirement of maintaining a stock price above $0.10.
For every ten shares held, stockholders will receive one share, with fractional shares rounded up to the next whole number. The split will proportionally affect all outstanding stock options, warrants, and equity incentive plans. Continental Stock Transfer & Trust Company will serve as the exchange agent, managing the conversion process for physical certificates and fractional share adjustments.
Positive
- Compliance measure to maintain NYSE American listing status
- Stockholder-approved corporate action with clear implementation timeline
Negative
- Stock trading below NYSE American's minimum price requirement of $0.10, risking potential delisting
- Need for reverse split indicates significant stock price deterioration
Insights
FOXO's 1-for-10 reverse split aims to maintain NYSE listing requirements but signals serious financial distress with no underlying business improvements.
FOXO Technologies' announcement of a 1-for-10 reverse stock split is primarily a compliance maneuver to meet NYSE American's minimum price requirement of
The concerning aspect is FOXO's micro-cap status with a market capitalization of just
Investors should understand several critical implications:
- While mathematically neutral to ownership percentages (except for fractional shares), reverse splits typically carry negative market perception
- The extremely small market cap suggests significant viability concerns
- Shareholder approval for splits up to 1-for-100 indicates management anticipated potential further price deterioration
- Post-split, the stock remains in penny stock territory (below
$1 ) - The company explicitly states this action won't impact business operations, acknowledging it's merely a technical adjustment
Historical patterns show companies implementing reverse splits due to listing compliance issues often continue to struggle, with many eventually facing delisting despite these measures. The lack of any discussion about business improvement strategies alongside this announcement is particularly concerning.
FLORIDA, April 17, 2025 (GLOBE NEWSWIRE) -- FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”), today announced that its Board of Directors has approved a 1 for 10 reverse stock split of the Company’s Class A common stock, par value
The reverse stock split was approved by the Company’s stockholders at the Company’s Annual Meeting, held on November 29, 2024, at a ratio ranging from 1 for 5 to 1 for 100. As a result of the reverse stock split, every ten shares of Common Stock issued and outstanding on the Effective Time will be automatically combined into one share of Common Stock, with no change in the
The reverse stock split is being effected to ensure compliance with NYSE American continued listing requirements to have a stock price trading above
If applicable, all outstanding stock options, warrants, and equity incentive plans will be proportionately affected. The exercise prices and the number of shares issuable upon exercise, of the outstanding stock options and warrants, and the number of shares available for future issuance under the equity incentive plans, will be adjusted in accordance with their respective terms. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares with the exception of those holders of fractional shares.
Continental Stock Transfer & Trust Company (“CST”), the Company’s transfer agent, will act as the exchange agent for the reverse stock split. CST will provide instructions to stockholders with physical certificates regarding the process for exchanging their certificates for split-adjusted shares into “book-entry form” and receiving adjustment for fractional shares, if any. Those stockholders with Common Stock in “street name” will receive instructions from their brokers.
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), 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; potential inability of FOXO to establish or maintain relationships required to advance its goals or to achieve its commercialization and development plans; 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 biotechnology industry or in the markets or 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 do 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 is the ratio of FOXO's reverse stock split announced for April 2025?
When will FOXO's reverse stock split take effect?
Why is FOXO Technologies implementing a reverse stock split in 2025?
How will FOXO's reverse stock split affect stockholders' ownership percentages?
What happens to FOXO stock options and warrants after the reverse split?
