IPO - FOXO TECHNOLOGIES INC.

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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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