IPO - FOXO TECHNOLOGIES INC.
Form Type: 424B4
Filing Date: 2025-06-09
Corporate Action: Ipo
Type: New
Accession Number: 000164117225014359
Filing Summary: FOXO Technologies Inc. is registering up to 10,000,000 shares of Class A Common Stock for resale upon conversions of Series A Cumulative Convertible Redeemable Preferred Stock. The registration is intended to fulfill obligations under agreements with Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd. The sale of the Conversion Shares may occur through various transactions, and the company will not receive proceeds from these sales. The document highlights FOXO's operational segments in healthcare and epigenetics, recent acquisitions in the healthcare sector, and warns of risks related to sales of securities affecting stock prices. The prospectus also covers legal disclaimers and reports that the firm is considered an emerging growth company subjected to reduced public reporting standards. There is a note regarding a reverse stock split effective April 28, 2025, adjusting shares accordingly.
Additional details:
Class A Common Stock Offered: 10,000,000 shares
Series A Preferred Stock: 10,189.64 shares
Selling Stockholders: ["Sabby Volatility Warrant Master Fund, Ltd.","Sabby Healthcare Master Fund, Ltd."]
Acquisitions: [{"company":"Myrtle Recovery Centers, Inc.","date":"2024-06-14"},{"company":"Rennova Community Health, Inc.","date":"2024-09-10"}]
Risk Factors: Sales of a substantial number of securities in the public market could depress stock prices.
Form Type: S-1
Filing Date: 2025-06-05
Corporate Action: Ipo
Type: New
Accession Number: 000164117225013877
Filing Summary: On June 5, 2025, FOXO Technologies Inc. filed a registration statement on Form S-1 with the SEC for an initial public offering (IPO) of up to 10,000,000 shares of Class A Common Stock, which are issuable upon conversions of Series A Cumulative Convertible Redeemable Preferred Stock. The document outlines the company's business operations and its two reportable segments: Healthcare and Labs and Life. Recent acquisitions include Myrtle Recovery Centers and Rennova Community Health, which enhance its healthcare services. The capital raised through this IPO is intended to support its operations and growth plans, as the company has indicated that existing cash flows may not be sufficient to sustain operations through December 2025 without additional financing. Risks related to the offering, including potential impacts on stock price and capital raising ability, are discussed. Both the Common Stock and Public Warrants are detailed in relation to their trading platforms. The company is classified as an emerging growth company under the JOBS Act, which allows it to follow reduced disclosure requirements.
Additional details:
Total Shares Registered: 10000000
Type Of Stock: Class A Common Stock
Par Value: 0.0001
Number Of Series A Preferred Stock: 10189.64
Acquisition Details: [{"buyer":"Sabby Volatility Warrant Master Fund, Ltd.","amount":3949.59,"source":"Rennova Health, Inc."},{"buyer":"Sabby Healthcare Master Fund, Ltd.","amount":3940.05,"source":"Rennova Health, Inc."}]
Previous Registration Statement: {"file_no":"333-286935","date_filed":"2025-05-02","date_declared_effective":"2025-05-06","shares_issued":3376926}
Listing Symbol: FOXO
Trading Platform: NYSE American
Warrant Symbol: FOXOW
Warrant Trading Platform: OTC Pink Marketplace
Form Type: 424B4
Filing Date: 2025-05-06
Corporate Action: Ipo
Type: New
Accession Number: 000164117225008869
Filing Summary: On May 6, 2025, FOXO Technologies Inc. filed a prospectus pursuant to Rule 424(b)(4) for the offer and resale of up to 4,000,000 shares of Class A Common Stock. These shares are issuable upon the conversion of 10,632 shares of Series A Cumulative Convertible Redeemable Preferred Stock, with significant amounts held by Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd. The prospectus outlines the details of the equity transaction including the background of various previous financial agreements, such as securities purchase agreements, share exchanges and the implications on shareholder dilution. The document also addresses the company's operational context and financial condition, detailing the recent acquisitions of Myrtle Recovery Centers, Inc. and Rennova Community Health, Inc., which are linear to FOXO's expansion into healthcare services. Furthermore, the filing covers critical factors that may impact the market price of the Common Stock and discusses the challenges faced in raising further capital beyond December 2025, alongside operational adjustments and the ongoing reversal of stock splits. The full prospectus serves as a comprehensive document for potential investors, enumerating risks and financial positions from the previous fiscal year, as well as its business strategy moving forward in healthcare and epigenetic diagnostics.
Additional details:
Conversion Shares: 4000000
Series A Preferred Stock: 10632
Sabby Volatility Shares: 1232
Sabby Healthcare Shares: 4800.41
Rhi Share Exchange Shares: 3949.59
Registration Rights Agreement Date: 2025-04-04
Form Type: S-1
Filing Date: 2025-05-02
Corporate Action: Ipo
Type: New
Accession Number: 000164117225008404
Filing Summary: FOXO Technologies Inc. is filing a registration statement under the Securities Act of 1933 to register up to 4,000,000 shares of Class A common stock issuable upon conversions of its Series A Cumulative Convertible Redeemable Preferred Stock. The document specifies that these shares will be offered and resold by selling stockholders, including entities such as Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd. The company aims to comply with its obligations under earlier purchase agreements regarding the resale of these securities. The filing indicates that the company is an emerging growth company and outlines actions taken to secure further financing and operational sustainability beyond December 2025. Notably, FOXO Technologies has expanded its operations through recent acquisitions, including Myrtle Recovery Centers, Inc. and Rennova Community Health, Inc., enhancing its capabilities in the healthcare and behavioral health sectors. The company operates primarily in healthcare services and technology, demonstrating an innovative approach towards epigenetics and wellness-oriented products.
Additional details:
Address: 477 South Rosemary Avenue Suite 224 West Palm Beach, FL 33401
Agent For Service: Registered Agent Solutions, Inc., 838 Walker Road Suite 21-2 Dover, DE 19904
Number Of Conversion Shares: 4,000,000
Series A Preferred Stock Issued: 10,632
Acquisition Details: Myrtle Recovery Centers, Inc. and Rennova Community Health, Inc.
Cash Position Expectation: Expect to fund operations through December 2025
Form Type: DRS
Filing Date: 2025-04-24
Corporate Action: Ipo
Type: New
Accession Number: 000164117225005971
Filing Summary: On April 24, 2025, FOXO Technologies Inc. filed a registration statement on Form S-1 with the SEC for the offer and resale of up to 15,000,000 shares of Class A Common Stock. These shares are issuable upon conversions of an aggregate of 10,632 shares of Series A Cumulative Convertible Redeemable Preferred Stock. The document outlines various transactions involving Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd., detailing the issuance and acquisition of shares relating to these preferred stocks. The registration aims to satisfy obligations under Purchase Agreements made between the Company and Sabby Volatility on April 4 and April 15, 2025. The document warns that the sale of a significant number of securities may affect the market price of FOXO’s Common Stock, listed under the symbol 'FOXO', and related Public Warrants. It also notes that the Company has faced challenges in funding its operations and states that it requires additional financing beyond December 2025. The acquisitions of Myrtle Recovery Centers, Inc. and Rennova Community Health, Inc. are highlighted as significant developments that expand its healthcare services.
Additional details:
Shares Issued: 15000000
Conversion Type: Series A Cumulative Convertible Redeemable Preferred Stock
Selling Stockholders: Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd.
Last Reported Price Common Stock: 0.11
Last Reported Price Public Warrants: 0.0093
Estimated Cash Runway: through December 2025
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