FOXO Technologies (FOXO) plans $3.5M acquisition of four Grifols blood centers
Rhea-AI Filing Summary
FOXO Technologies Inc., through its subsidiary Vector BioSource, Inc., agreed to acquire certain assets and assume certain liabilities tied to four U.S.-based blood collection centers from Grifols Bio Supplies, Inc. The asset purchase agreement provides for $3,500,000 in cash at closing plus a contingent earn-out of up to $1,000,000 in cash.
The full earn-out becomes payable if the acquired business generates EBITDA of $1,500,000 or more in any single calendar year during 2026–2028. Closing is subject to customary conditions and to Vector obtaining its own FDA license, CLIA certifications in relevant states, and a Miami waste-management permit. Either party may terminate if closing has not occurred within nine months after July 22, 2026, and the company currently anticipates closing in the third or fourth quarter of 2026.
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Filing Explained
The agreement’s
Sources and calculations
- FOXO Technologies Inc. Form 8-K (2026-07-22)
- FOXO Technologies Inc. latest quarterly fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $65,896 / ($577,898 / 90) = [object Object]
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash consideration at closing: $3,500,000
Maximum earn-out payment: $1,000,000
EBITDA threshold for full earn-out: $1,500,000
+3 more
6 metrics
Cash consideration at closing
$3,500,000
Aggregate cash consideration payable at closing for the acquired assets
Maximum earn-out payment
$1,000,000
Contingent cash earn-out tied to EBITDA performance during 2026–2028
EBITDA threshold for full earn-out
$1,500,000
EBITDA required in any single calendar year during the earn-out period
Blood collection centers acquired
4 centers
U.S.-based blood collection centers whose assets are being acquired
Earn-out period
2026–2028
Calendar years over which EBITDA is measured for the earn-out
Long stop period
nine months
Time after July 22, 2026, after which either party may terminate if not closed
Key Terms
asset purchase agreement, contingent earn-out payment, EBITDA, CLIA certification, +1 more
5 terms
asset purchase agreement financial
"Vector BioSource, Inc. entered into an asset purchase agreement with Grifols"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
contingent earn-out payment financial
"plus a contingent earn-out payment of up to $1,000,000, payable in cash"
A contingent earn-out payment is extra money a buyer agrees to pay a seller after a business deal if certain future goals or performance targets are met. It matters because it helps both sides share the risks and rewards; if the business does well, the seller gets more money, but if it doesn’t, they might receive less or none at all.
EBITDA financial
"full earn-out amount becomes payable if the acquired business generates EBITDA"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
CLIA certification regulatory
"as well as a new and separate CLIA certification in Tennessee"
A CLIA certification is a U.S. federal approval that a laboratory must have to perform tests on human samples for diagnosis or monitoring. Think of it as a driver’s license for medical labs: it proves the lab meets standards for accuracy, reliability and quality control. Investors care because having or lacking CLIA certification affects a lab’s legal ability to generate test-related revenue, qualify for reimbursements, form partnerships, and avoid fines or shutdowns.
Long Stop Date financial
"if the closing has not occurred on or before the date that is nine months after"
A long stop date is the final deadline in a transaction or agreement by which all required steps, approvals, or conditions must be completed; if they are not met by that date the deal can be cancelled or renegotiated. Think of it as the ‘last call’ expiry on a plan—investors pay attention because it creates a clear risk of termination, timing for cash flows, and potential changes to valuation or strategy if milestones are missed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did FOXO (FOXO) announce on July 22, 2026?
FOXO, via subsidiary Vector BioSource, agreed to acquire assets and assume liabilities of four U.S. blood collection centers from Grifols Bio Supplies, Inc. The deal is structured as an asset purchase subject to closing conditions.
How much is FOXO (FOXO) paying for the Grifols blood collection centers?
Vector BioSource agreed to pay $3,500,000 in cash at closing plus a contingent earn-out of up to $1,000,000. The earn-out is tied to future EBITDA performance of the acquired business during 2026–2028.
How is the earn-out structured in FOXO (FOXO)’s acquisition from Grifols?
The earn-out of up to $1,000,000 becomes fully payable if the acquired business generates EBITDA of $1,500,000 or more in any single calendar year during the 2026–2028 earn-out period, and is payable in cash.
What regulatory approvals are required for FOXO (FOXO)’s planned acquisition?
Closing requires Vector to obtain a new, separate FDA license, new CLIA certification in Tennessee and any other operating states, and a waste-management permit from the relevant Miami authority, all independent of the seller’s existing approvals.
When does FOXO (FOXO) expect the Grifols asset acquisition to close?
FOXO currently anticipates closing the acquisition in the third or fourth quarter of 2026, subject to satisfaction or waiver of closing conditions, including regulatory licenses, certifications, permits, and customary representations and covenants.
What is the long stop date for FOXO (FOXO)’s acquisition from Grifols?
Either party may terminate the asset purchase agreement if closing has not occurred within nine months after July 22, 2026. This long stop date sets an outside deadline for completing the transaction absent mutual agreement otherwise.