FOXO TECHNOLOGIES INC. DESIGNATES NEW SERIES OF PREFERRED STOCK TO BE USED FOR ACQUISITIONS 

Rhea-AI Summary

FOXO Technologies (NYSE American: FOXO) has designated a new Series E Cumulative Redeemable Secured Preferred Stock to support its acquisition strategy. The Series E Preferred Stock features include a $25.00 per share stated value, 2.5% annual cash dividend (paid semi-annually), 5.0% annual common stock dividend (paid semi-annually), and security interest in FOXO Acquisition Corporation.

The company plans to use this preferred stock as both acquisition currency and for capital raising, with intentions to have it publicly listed with its own trading symbol. CEO Seamus Lagan emphasized this non-dilutive funding mechanism's potential to increase net revenues and cash flow through strategic acquisitions.

Positive

• New preferred stock structure provides non-dilutive funding for acquisitions
• Combined 7.5% dividend yield (2.5% cash + 5.0% stock) offers attractive returns
• Security interest in acquisition vehicle provides additional investor protection
• Planned public listing of preferred shares could enhance liquidity

Negative

• No specific acquisition targets or timelines disclosed
• Success depends on finding and closing suitable acquisitions
• Semi-annual cash dividend payments will impact cash flow

Insights

Financial Strategist

FOXO creates acquisition-focused preferred stock that could fund growth without diluting common shareholders, potentially enhancing stockholder value.

FOXO Technologies has strategically designated a new Series E Preferred Stock specifically designed as an acquisition currency and capital raising tool. This financial instrument carries a 2.5% annual cash dividend and a 5.0% annual common stock dividend, both paid semi-annually. Each share has a stated value of $25.00 and includes a security interest in the company's acquisition vehicle, FOXO Acquisition Corporation.

This financing structure reveals a deliberate approach to growth through acquisitions. By creating this preferred equity instrument, FOXO establishes a funding mechanism that avoids diluting common shareholders while pursuing acquisition targets. The company explicitly states it's working to close previously announced acquisitions while evaluating new opportunities.

The company's intention to publicly list this preferred stock with its own trading symbol demonstrates a sophisticated capital markets strategy. This approach could potentially increase overall liquidity and create separate investment opportunities with different risk/reward profiles. The structure's 7.5% total annual dividend (2.5% cash + 5.0% stock) reflects a hybrid approach that balances immediate yield with equity upside.

The security interest component is particularly noteworthy as it provides preferred stockholders with specific collateral protection against the acquisition assets, reducing investor risk while facilitating the company's growth strategy. This structural protection suggests management's confidence in the quality of their acquisition targets while addressing potential investor concerns about acquisition execution.

WEST PALM BEACH, FLORIDA, June 27, 2025 (GLOBE NEWSWIRE) -- FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that it has designated a new series of its preferred stock (Series E Cumulative Redeemable Secured Preferred Stock e (the “Series E Preferred Stock”)) and filed the series’ certificate of designation with the Secretary of State of Delaware. The newly designated series of preferred stock includes: (i) a stated value of $25.00 per share, (ii) a 2.5% per annum cash dividend paid semi-annually, (iii) a 5.0% per annum common stock dividend paid semi-annually, and (iv) a security interest in the stock of the Company’s recently formed acquisition vehicle, FOXO Acquisition Corporation.

Seamus Lagan, CEO of FOXO stated, “We are excited about taking a critical step as FOXO continues to pursue its acquisition strategy and is actively engaged in efforts to close previously announced acquisitions as well as evaluate new opportunities. The newly designated preferred stock will be used as both an acquisition currency and capital raising security. We intend, at the appropriate time, to have the Series E Preferred Stock publicly listed with its own trading symbol. We believe having a funding mechanism that is non-dilutive to common stockholders for the acquisition of attractive businesses gives us an opportunity to increase our net revenues and cash flow to create long-term value for our stockholders.”

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; and the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future. 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 are the key features of FOXO's new Series E Preferred Stock?

FOXO's Series E Preferred Stock includes a $25.00 per share stated value, 2.5% annual cash dividend and 5.0% annual stock dividend (both paid semi-annually), and security interest in FOXO Acquisition Corporation.

How will FOXO Technologies use the new Series E Preferred Stock?

FOXO will use the Series E Preferred Stock as both an acquisition currency and capital raising security, providing non-dilutive funding for business acquisitions.

What is the total dividend yield for FOXO's Series E Preferred Stock?

The total dividend yield is 7.5% annually, consisting of a 2.5% cash dividend and 5.0% common stock dividend, both paid semi-annually.

Will FOXO's Series E Preferred Stock be publicly traded?

Yes, FOXO intends to have the Series E Preferred Stock publicly listed with its own trading symbol, though the timing has not been specified.

How does FOXO's new preferred stock benefit common stockholders?

The preferred stock structure provides a non-dilutive funding mechanism for acquisitions, potentially increasing net revenues and cash flow without diluting common stockholders' ownership.