If You Invested in FOXO TECHNOLOGIES A (FOXO)

FOXO Technologies Inc. (FOXO) is a Delaware corporation whose common stock trades on the over-the-counter (OTC) market under the symbol FOXO. According to company disclosures, FOXO has transitioned into a diversified healthcare and life sciences platform, owning and operating subsidiaries in rural acute care, behavioral health, biospecimen sourcing, and biotechnology.

Business overview and operating subsidiaries

FOXO states that it owns and operates multiple healthcare-related businesses and a biotechnology subsidiary:

• Rennova Community Health, Inc. owns and operates Scott County Community Hospital, Inc., which does business as Big South Fork Medical Center, a critical access designated (CAH) hospital in East Tennessee.
• Myrtle Recovery Centers, Inc. operates a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for medically supervised withdrawal (detox) and residential treatment, and outpatient services for medication-assisted treatment (MAT) and office-based opioid treatment (OBOT) programs.
• Vector BioSource, Inc. is described as an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries in the United States and abroad.
• FOXO Labs, Inc. is a biotechnology company focused on improving human health and life span through technology and product development, including an epigenetics business that uses DNA epigenetic data.

Through these subsidiaries, FOXO is involved in healthcare delivery in rural communities, behavioral health and substance use disorder treatment, biospecimen supply for research, and biotechnology and epigenetics.

Healthcare services: Big South Fork Medical Center

Scott County Community Hospital, doing business as Big South Fork Medical Center, is identified as FOXO’s flagship acute care hospital and is designated as a Critical Access Hospital serving Scott County, Tennessee and surrounding communities. The facility provides inpatient services, including swing bed services, outpatient services, and emergency room services, together with ancillary services such as laboratory, radiology, pharmacy and respiratory services.

The hospital has entered into a Performance Network Agreement with Covenant Health to participate in its performance network as a provider of swing bed services. FOXO highlights that Big South Fork Medical Center is positioned to provide post-acute swing bed care for patients who no longer meet acute care admission criteria but still require recovery support closer to their communities.

Behavioral health: Myrtle Recovery Centers

Myrtle Recovery Centers, Inc. operates an alcohol and drug residential treatment facility in Oneida, Tennessee. The company reports that Myrtle’s first location opened in August 2023 and provides:

• Residential treatment services for substance use disorders.
• Medically supervised withdrawal (detox) services.
• Outpatient services for MAT and OBOT programs.

FOXO notes that Myrtle’s Oneida facility has operated at or near full capacity, with a waiting list for admissions. Myrtle has received operating license renewals from the State of Tennessee’s Department of Mental Health and Substance Abuse Services following inspections. The company also reports that Myrtle has been approved to receive Scott County Opioid Abatement Funds to provide care for uninsured patients from Scott County at its Oneida location.

In its year-end shareholder review, FOXO describes Myrtle as having served patients from many counties in Tennessee and receiving local and statewide recognition and awards for community outreach and its care model. Myrtle is also working with software developers on a mobile application called “Evana” intended to connect post-discharge patients with Myrtle care professionals to support after-care and alumni engagement.

Biospecimen sourcing: Vector BioSource, Inc.

Vector BioSource, Inc. is described by FOXO as an information, data and biospecimen sourcing provider. Vector sources biospecimens, such as blood and urine, and sells these materials to biotechnology and pharmaceutical research sectors in the United States and abroad. FOXO reports that Vector generated net revenues in the second quarter of 2025 and that the business is expected to grow as capital is invested to build infrastructure, expand markets and secure proprietary sources of supply.

FOXO completed the acquisition of Vector BioSource Inc. through a stock purchase agreement, with Vector becoming a wholly owned subsidiary of FOXO Acquisition Corporation, a wholly owned subsidiary of FOXO Technologies Inc. The transaction consideration included cash, shares of FOXO’s Series E Cumulative Redeemable Secured Preferred Stock, and warrants to purchase FOXO Class A common stock.

Biotechnology and epigenetics: FOXO Labs, Inc.

FOXO Labs, Inc. is presented as a biotechnology subsidiary focused on improving human health and life span. The company’s epigenetics business is described as developing and integrating epigenetic biomarkers into underwriting protocols and consumer engagement tools. FOXO Labs owns U.S. Patent No. 11,817,214 titled “Machine Learning Model Trained to Determine a Biochemical State and/or Medical Condition Using DNA Epigenetic Data.”

According to FOXO, epigenetic technology can provide health, lifestyle and longevity insights from a saliva sample by using saliva-based epigenetic biomarkers, reducing the need for invasive blood and urine collection. FOXO Labs offers epigenetic testing services and bioinformatics tools to support research. The company also describes an AI-based personalized health and wellness coaching concept that uses wellness data from wearables together with epigenetic analyses to generate lifestyle guidance. FOXO has announced that its board approved pursuing a spin-off of FOXO Labs, Inc. as a separate entity, while retaining some ownership.

Corporate structure, capital and listing status

FOXO Technologies Inc. is incorporated in Delaware. The company has multiple series of preferred stock, including Series A, Series B, Series C, Series D and Series E preferred stock, with various rights and conversion terms described in its Certificates of Designation and subsequent amendments. Recent amendments have addressed conversion pricing, voting rights and dividend terms for these preferred series.

FOXO has disclosed that Rennova Health, Inc., which is controlled by the company’s CEO, has acted as a majority stockholder and has approved certain corporate actions by written consent, including increases in authorized shares of Class A common stock and preferred stock and the election of directors.

In 2025, FOXO’s board approved a reverse stock split of its Class A common stock at a ratio of 1-for-1.99, intended to support compliance with NYSE American continued listing requirements related to minimum share price. Subsequently, FOXO reported that NYSE Regulation commenced proceedings to delist FOXO’s Class A common stock from NYSE American due to the share price falling below the NYSE American minimum price threshold. Trading of FOXO’s common stock on NYSE American was suspended, and the company obtained confirmation from FINRA that its common stock could be quoted and traded on the OTC market under the symbol “FOXO.”

Growth and acquisition strategy

FOXO’s communications to shareholders emphasize a strategy of growing its healthcare and related businesses through both organic expansion and acquisitions. The company highlights:

• Expansion of Myrtle Recovery Centers’ operations and consideration of additional locations and acquisitions in behavioral health.
• Development of Big South Fork Medical Center’s services, including swing bed and wound care services and participation in a performance network agreement with Covenant Health for swing bed services.
• Growth initiatives at Vector BioSource, including funding to support its budget and expansion plans.
• Exploration of acquisition opportunities in assisted living and memory care, including a non-binding acquisition agreement for an assisted living and memory care facility in South Florida, and broader interest in assisted living and behavioral health sectors.

FOXO has also formed a wholly owned subsidiary, FOXO Acquisition Corporation (FAC), to serve as a vehicle for acquisitions and created a new series of preferred stock, Series E Cumulative Redeemable Secured Preferred Stock, which is secured by the equity of FAC and carries both cash and common stock dividends. The company has indicated an intention to seek a separate trading symbol for the Series E preferred stock, while noting that such a listing is not certain.

Regulatory reporting and governance

FOXO files reports with the U.S. Securities and Exchange Commission, including Current Reports on Form 8-K describing material events such as acquisitions, amendments to its Certificate of Incorporation and preferred stock designations, reverse stock split actions, and shareholder approvals via written consent. The company has disclosed the appointment of a Chief Financial Officer and the ratification of its independent registered public accounting firm by its majority stockholder on a non-binding basis.