FOXO TECHNOLOGIES INC. CREATES ACQUISITION VEHICLE AND APPOINTS NEW INTERIM CFO

Rhea-AI Summary

FOXO Technologies has announced the formation of FOXO Acquisition Corporation, a new wholly-owned subsidiary aimed at acquiring healthcare services companies. The company plans to create a new series of non-convertible preferred stock that will be publicly listed with its own trading symbol, designed to generate cash and common stock dividends while providing secured interest in the acquisition vehicle. CEO Seamus Lagan emphasized this move as a non-dilutive funding approach targeting acquisitions with growth potential. Additionally, the company announced the passing of Interim CFO Martin Ward on June 9, 2025, with CEO Lagan temporarily assuming the CFO role while a permanent replacement is sought.

Positive

• Creation of acquisition vehicle indicates strategic expansion plans in healthcare services sector
• Planned non-dilutive funding structure through new preferred stock protects existing shareholders
• New preferred stock will offer both cash and common stock dividends to investors

Negative

• Loss of Interim CFO creates temporary leadership gap in financial operations
• CEO taking on additional interim CFO role may stretch management bandwidth
• Acquisition strategy success depends on securing adequate funding and finding suitable targets

Insights

Corporate Strategy Analyst

FOXO creates acquisition subsidiary and plans non-dilutive preferred stock financing, while facing interim CFO transition after executive's passing.

FOXO Technologies has formed a new acquisition vehicle, FOXO Acquisition Corporation, targeting healthcare services businesses. This represents a strategic pivot toward an acquisition-based growth model. The company's approach is particularly noteworthy for its financing structure - planning to issue a new series of non-convertible preferred stock with potential public listing. This preferred stock would generate both cash and common stock dividends while providing investors secured interest in the acquisition vehicle.

The financing strategy appears designed to address what's likely a capital constraint for FOXO. By creating non-dilutive funding mechanisms, management is attempting to pursue acquisitions without further diluting existing shareholders - suggesting they may be concerned about their current share price or dilution threshold. The dual-dividend structure (both cash and stock) indicates they're trying to make these preferred shares attractive to potential institutional investors who might otherwise be hesitant.

Simultaneously, FOXO is managing an executive transition following the unfortunate passing of Interim CFO Martin Ward. CEO Seamus Lagan has temporarily assumed CFO responsibilities while a search for a permanent replacement is underway. This creates short-term leadership concentration risk with Lagan handling both CEO and CFO roles during this acquisition strategy launch phase. The timing of this executive change during a strategic pivot adds execution complexity that bears monitoring.

WEST PALM BEACH, FLORIDA, June 16, 2025 (GLOBE NEWSWIRE) -- FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that it formed a new, wholly-owned subsidiary intended to be used to acquire identified acquisition targets in the healthcare services and related sectors.

On June 13, 2025, the Company formed FOXO Acquisition Corporation, a Florida corporation, for the purpose of acquiring targeted acquisitions. The Company also intends to create a new series of non-convertible preferred stock with a goal to have this preferred stock publicly listed (with its own trading symbol) and use it to as a mechanism to complete such acquisitions. The new series of preferred stock is anticipated to generate both cash and common stock dividends for investors/owners and have a secured interest in the acquisition vehicle which will own the acquired businesses.

“We are excited to be taking one of the first tangible steps of our planned acquisition strategy,” said Seamus Lagan, Chief Executive Officer of FOXO. “We believe we can secure the funding we need in a manner that is non-dilutive to our common stockholders and target acquisitions with significant growth opportunities and/or surplus cash flow that will create long-term value for our common stockholders.”

We also are announcing the passing of our Interim Chief Financial Officer, Martin Ward on June 9, 2025.

“It is with deep regret and profound sadness that I announce Martin’s recent passing. Martin was a valuable contributor to our team and he will be sorely missed. My deepest condolences go out to the Ward family,” said Seamus Lagan, CEO.

On June 13, 2025, Mr. Lagan was appointed as Interim Chief Financial Officer as the search for a more permanent appointment is underway.

This announcement is being made pursuant to and in accordance with Rule 135 promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). As required by Rule 135, this press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of 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; 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 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 is FOXO Technologies' new acquisition strategy?

FOXO formed FOXO Acquisition Corporation to acquire healthcare services companies, planning to fund acquisitions through a new series of non-convertible preferred stock that will be publicly listed with its own trading symbol.

Who is the new interim CFO of FOXO Technologies (FOXO)?

CEO Seamus Lagan was appointed as Interim CFO on June 13, 2025, following the passing of previous Interim CFO Martin Ward.

How will FOXO's new preferred stock benefit investors?

The new preferred stock will generate both cash and common stock dividends for investors and provide secured interest in the acquisition vehicle owning acquired businesses.

Will FOXO's acquisition strategy dilute existing shareholders?

According to CEO Seamus Lagan, the funding approach through preferred stock is designed to be non-dilutive to common stockholders.

What types of companies is FOXO Technologies looking to acquire?

FOXO is targeting acquisition opportunities in the healthcare services and related sectors with significant growth potential and/or surplus cash flow.