false
0001812360
0001812360
2025-08-12
2025-08-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Date
of Report (Date Earliest Event Reported): August 12, 2025
FOXO
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39783 |
|
85-1050265 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
|
477
South Rosemary Avenue
Suite 224
West Palm Beach, Florida |
|
33401 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(612)
800-0059
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 |
|
FOXO |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 12, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), received a letter from NYSE confirming
that NYSE Regulation has determined to commence proceedings to delist the Class A Common Stock of the Company from NYSE American, pursuant
to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Class A Common Stock. The share price went
below the NYSE minimum price of $0.10 on August 12, 2025 and was immediately suspended from trading by NYSE.
The
Company submitted an application to have its common stock traded on the OTC and has on August 12, 2025 received confirmation from FINRA’s
Department of Market Operations that the trading symbol, “FOXO” has been assigned by them to the Common Stock of FOXO Technologies,
Inc., and that the Company’s Class A Common Stock commenced trading on the OTC market as of August 13, 2025.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
August 14, 2025, the board of directors (the “Board”) of the Company concluded that the previously issued unaudited condensed
consolidated financial statements contained in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31,
2025 (the “Original 10-Q”) should no longer be relied upon because of an error in those financial statements relating to
the Company’s accounting for measurement-period purchase price consideration owed in connection with the Company’s acquisition
on September 10, 2024 of Rennova Community Health, Inc. (“RCHI”) from Rennova Health, Inc. (“RHI”). In connection
with the preparation of the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2025, the Company determined
that certain measurement-period purchase price consideration that had been settled as of March 31, 2025, should have been recorded in
its financial statements at March 31, 2025 under the terms of the purchase agreement as follows:
On
June 10, 2024, the Company entered into a stock exchange agreement dated June 10, 2024, (the “RCHI Agreement”), as amended
and restated on September 10, 2024 (the “RCHI SEA”), which provided for RHI to exchange all of the outstanding shares
of its subsidiary RCHI, including RCHI’s subsidiary Scott County Community Hospital, Inc. (“SCCH”), for a combination
of equity and debt of the Company.
Per
the terms of the RCHI SEA, in the event that the Company at any time after June 10, 2024 and during the twelve months thereafter,
entered into any agreement or settlement agreement with any pre-existing holder of debt or other liability owed by the Company above
$5.0 million (cumulative) then the consideration payable to RHI shall increase on a dollar-for-dollar basis for the aggregate
settlement amount above $5.0 million. As of the September 10, 2024 acquisition date, the full scope of the Company’s
obligations to pre-existing debt holders or other creditors was not determinable, as negotiations with creditors and debt holders
remained open and unresolved. As of March 31, 2025, the Company had fully settled $5.1 million of cumulative debts and liabilities above
$5.0 million, and, therefore, the Company should have recorded the additional purchase price consideration of
$5.1 million for those completed settlements as a liability in its financial statements at March 31, 2025.
Accounting
Standards Codification 805-10-25-13 through 25-20, states a business combination allows for a measurement period of up to one year following
the acquisition date to adjust provisional amounts based on new information about facts and circumstances that existed as of the acquisition
date. The obligation to increase the purchase price consideration based on settlements with pre-acquisition debt holders and creditors
represents a contingent liability that:
| 1. | Existed
as of the acquisition date- as the debts were pre-existing and known in general terms. |
| | | |
| 2. | The
total liability payable could not be reasonably estimated at the time of acquisition due
to ongoing negotiations, an expectation that the numbers payable would change and lack of
final payment or settlement. In fact, the liability only materialized at the time of settlement/payment
as has been demonstrated by several adjustments at that point for some of the qualifying
liabilities. |
| | | |
| 3. | It
was based on a terms outlined in the acquisition agreement, which anticipated
measurement at one-year post-acquisition. It was expected that all matters could be resolved
and finalized in one year, but that time frame has proved ambitious with a number of identified
items remaining open past the one-year timeframe. |
| | | |
| 4. | Was
resolved within the measurement period via settlement agreements that reflected facts and
circumstances that existed as of the acquisition date but often reflected an adjustment (to
the advantage of the Company) from the liability in our records. |
Based
on the accounting guidance noted above, the Company intends to amend its Quarterly Report on Form 10-Q for the three months ended March
31, 2025 to record the portion of the provisional purchase price obligation that was settled as of March 31, 2025. The settlement amount
of $5.1 million will be recorded at March 31, 2025 as an increase in goodwill and a payable to RHI for the purchase of RCHI.
The
correction of the error impacted the unaudited condensed consolidated balance sheet, the acquisition footnote, the related parties’
payables and accrued expenses footnote, the supplemental disclosure of cash flow information and the disclosure of working capital deficit
in the footnotes and in Management Discussion and Analysis at March 31, 2025. The correction of the error did not impact the statement
of operations, stockholders’ equity, total cash flows, net loss or comprehensive loss.
The
effect of the restatement on the Company’s unaudited condensed consolidated balance sheet as of March 31, 2025 is as follows:
Unaudited
Condensed Consolidated Balance Sheets Data
| | |
As
Previously
Reported
March 31, 2025 | | |
Correction | | |
As
Restated
March 31, 2025 | |
| | |
| | |
| | |
| |
| Assets | |
| | | |
| | | |
| | |
| Total current assets | |
$ | 3,194,691 | | |
$ | - | | |
$ | 3,194,691 | |
| Goodwill | |
| 25,463,948 | | |
| 5,132,928 | | |
| 30,596,876 | |
| Other long terms assets | |
| 13,219,813 | | |
| | | |
| 13,219,813 | |
| Total assets | |
$ | 41,878,452 | | |
$ | 5,132,928 | | |
$ | 47,011,380 | |
| | |
| | | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Related parties’ payables and accrued expenses | |
$ | 1,841,883 | | |
| 5,132,928 | | |
$ | 6,974,811 | |
| Other current liabilities | |
| 26,815,782 | | |
| - | | |
| 26,815,782 | |
| Total current liabilities | |
| 28,657,665 | | |
| 5,132,928 | | |
| 33,790,593 | |
| Noncurrent liabilities | |
| 3,567,941 | | |
| - | | |
| 3,567,941 | |
| Total liabilities | |
| 32,225,606 | | |
| 5,132,928 | | |
| 37,358,534 | |
| Commitments and contingencies | |
| | | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | | |
| | |
| Total stockholders’ equity | |
| 9,652,846 | | |
| - | | |
| 9,652,846 | |
| Total liabilities and stockholders’ equity | |
$ | 41,878,452 | | |
$ | 5,132,928 | | |
$ | 47,011,380 | |
The
Effect on the Acquisition Footnote is as Follows:
Acquisition
of RCHI
| | |
As
Previously
Reported
at
March
31, 2025 | | |
Correction | | |
As
Restated at
March 31, 2025 | |
| Initial purchase price | |
$ | 22,000,100 | | |
$ | - | | |
$ | 22,000,100 | |
| Additional purchase price consideration | |
| - | | |
| 5,132,928 | | |
| 5,132,928 | |
| Total purchase price | |
$ | 22,000,100 | | |
$ | 5,132,928 | | |
$ | 27,133,028 | |
| Tangible and intangible assets acquired,
net of liabilities assumed at fair value: | |
| | | |
| | | |
| | |
| Tangible and intangible assets acquired | |
$ | 14,274,919 | | |
$ | - | | |
$ | 14,274,919 | |
| Liabilities assumed | |
| (15,864,997 | ) | |
| - | | |
| (15,864,997 | ) |
| Assets acquired, net of
liabilities assumed | |
| (1,590,078 | ) | |
| - | | |
| (1,590,078 | ) |
| Goodwill | |
$ | 23,590,178 | | |
$ | 5,132,928 | | |
$ | 28,723,106 | |
The
Effect on the Related Parties’ Payables and Accrued Expenses Footnote is as Follows:
| | |
As
Previously
Reported at
March 31, 2025 | | |
Correction | | |
As
Restated at
March 31, 2025 | |
| Payable to RHI for purchase of
RCHI | |
$ | - | | |
$ | 5,132,928 | | |
$ | 5,132,928 | |
| Total other related parties’
payable and accrued expenses | |
| 1,841,883 | | |
| - | | |
| 1,841,883 | |
| Total
related parties’ payables and accrued expenses | |
$ | 1,841,883 | | |
$ | 5,132,928 | | |
$ | 6,974,811 | |
Correction
of Supplement Cash Flow Information:
| | |
As
Previously
Reported March
31, 2025 | | |
Correction | | |
As
Restated March
31, 2025 | |
| | |
| | |
| | |
| |
| Purchase of RCHI | |
$ | - | | |
$ | 5,132,928 | | |
$ | 5,132,928 | |
| Payable to RHI for purchase of RCHI | |
$ | - | | |
$ | 5,132,928 | | |
$ | 5,132,928 | |
Revision
to Working Capital Deficit Disclosure:
| Working capital deficit | |
$ | (25,462,974 | ) | |
$ | (5,132,928 | ) | |
$ | (30,595,902 | ) |
In
addition, due to a scrivener’s error, the notes payable and the notes payable related parties amounts were inadvertently
switched on the unaudited condensed consolidated balance sheet in the Original 10-Q for the three months ended March 31, 2025. The
amount reflected on the notes payable line item of $2,945,950 should have been $2,587,513 and the amount reflected on the notes
payable related party line item of $2,587,513 should have been $2,945,950. This error will be corrected on the amended March 31,
2025 unaudited condensed consolidated balance sheet.
The
Company plans to file an amended Quarterly Report on Form 10-Q for the three months ended March 31, 2025 to include the unaudited condensed
consolidated financial statements for the three months ended March 31, 2025 and related disclosures reflecting the correction of the
errors described above and their related effects as soon as practicable.
The
Board and the Company’s management have discussed the matters in this Current Report on Form 8-K with its independent registered
public accounting firm, Kreit & Chiu CPA LLP.
Cautionary
Note Regarding Forward-Looking Statements
Information
contained in this Current Report on Form 8-K, other than historical information, may be considered “forward-looking statements.”
Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future
tense, and statements using words such as “anticipates,” “will,” “plans,” “may,” “can,”
“could,” “should,” “believe,” “think” or similar expressions are intended to identify
forward-looking statements, including statements about the Company’s expectations in regard to the impact the errors described
above will have on its unaudited condensed consolidated financial statements for the three months ended March 31, 2025 and the anticipated
filing of the Amended 10-Q. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties,
many of which are difficult to predict and are beyond the Company’s control, and which risks and uncertainties have been described
in greater detail in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause
actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully
considered. Factors that could cause or contribute to such differences include: the review of the Company’s accounting, accounting
policies and internal control over financial reporting; the preparation of the review, as applicable, of the Original 10-Q, the Amended
10-Q and the Company’s other filings with the Securities and Exchange Commission; and the subsequent discovery of additional adjustments
to the Company’s previously issued financial statements. Actual events or results may differ materially from the Company’s
expectations. In addition, the Company’s financial results and stock price may suffer as a result of this review and any subsequent
determinations from this process or any actions taken by governmental or other regulatory bodies as a result of this process. The Company
cautions you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Report or an earlier
date as may be indicated. The Company disclaims any obligation to update any of these forward-looking statements as a result of new information,
future events, or otherwise, except as expressly required by law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FOXO
Technologies Inc. |
| |
|
|
| Dated:
August 18, 2025 |
By: |
/s/
Seamus Lagan |
| |
|
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer and Interim Chief Financial Officer |
