FOXO

MKT CAP $166KP/E —DIV YIELD —FCF YIELD —REV TTM $17.9M +44.0%NET INCOME −$4.6MNET DEBT $2.9M52W 0.03 – 4.50SEC XBRL · TTM TO Invalid Date

How FOXO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Such risks include, but are not limited to: Risks Related to Our Business and Industry ● Our stockholders have limited voting power compared to the holders of our Series A Cumulative Convertible Redeemable Preferred Stock (the “ Series A Preferred Stock ”) and RHI controls a majority of the voting power of the Company. ● Our management controls all corporate activities and can approve all transactions, including mergers, without the approval of other stockholders. ● The ability of our management to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs. ● Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power, perpetuate their control, and significantly dilute existing shareholders. ● We may acquire other businesses or form joint ventures or make investments in other companies in the future.
If we are not successful in integrating these businesses, as well as identifying and controlling risks associated with the past operations of these businesses, we may incur significant costs, receive penalties or other sanctions from various regulatory agencies, and/or incur significant diversions of management time and attention. ● We have a history of losses and we may not achieve or maintain profitability in the future. ● We do not have adequate cash resources to fund our operations through December 2026 and beyond and we will require additional capital to grow our business, which may not be available on terms acceptable to us or at all ● Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements, which could limit our ability to raise additional capital and thereby materially adversely impact our business. ● We have not been able to access the operating capital available under the Strata Purchase Agreement because current market conditions, including the low trading price and limited trading volume of our Class A Common Stock, have prevented us from satisfying the contractual conditions required for draws under that agreement. ● We have a substantial amount of intangible assets, and we have been, and may in the future be required to write down the value of our intangible assets due to impairment, which could have a material adverse effect on our financial condition and results of operations. ● Recent and future management changes and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan and materially adversely impact our business, results of operations and financial condition. ● Our success depends in large part on the continued participation in the business of Seamus Lagan, our Chief Executive Officer, which cannot be assured or guaranteed. ● We expect our revenue and results of operations to fluctuate on a quarterly and annual basis. ● Changes in general economic conditions could have a material adverse impact on our business. ● Changes If we are unable to maintain effective internal control over financial reporting and disclosure controls and procedures, the accuracy and timing of our financial reporting may be adversely affected. ● We have substantial indebtedness many of which are in payment default, which may affect our operational and financial flexibility .
Risks Related to Our Healthcare Operations ● Our results of operations may be adversely affected if the ACA is repealed, replaced or otherwise changed. ● Healthcare plans have taken steps to control the utilization and reimbursement of healthcare services. ● Some of our operations are subject to federal and state laws prohibiting “kickbacks” and other laws designed to prohibit payments for referrals and eliminate healthcare fraud. ● We conduct our business in a heavily regulated industry and changes in regulations or violations of regulations could, directly or indirectly, harm our operating results and financial condition. ● Failure to comply with complex federal and state laws and regulations related to submission of claims for services can result in significant monetary damages and penalties and exclusion from the Medicare and Medicaid programs. ● Our facilities are subject to potential claims for professional liability, including existing or potential claims based on the acts or omissions of third parties, which claims may not be covered by insurance. ● Our success depends on our ability to attract and retain qualified healthcare professionals.
A shortage of qualified healthcare professionals could weaken our ability to deliver healthcare services. ● A significant portion of our net revenues is dependent on Medicare and Medicaid payments and possible reductions in Medicare or Medicaid payments or the implementation of other measures to reduce reimbursements may reduce our revenues. ● Failure to timely or accurately bill for our services could have a material adverse effect on our business. ● Our operations may be adversely impacted by the effects of extreme weather conditions, natural disasters such as hurricanes and earthquakes, hostilities or acts of terrorism and other criminal activities. ● Increased competition, including price competition, could have a material adverse impact on our net revenues and profitability. ● Sustained inflation and staffing shortages could increase our costs of operations. ● Failure to maintain the security of patient-related information or compliance with security requirements could damage the Company’s reputation with patients and cause it to incur substantial additional costs and to become subject to litigation. ● Failure of the Company to comply with emerging electronic transmission standards could adversely affect our business. ● Compliance with the HIPAA security regulations and privacy regulations may increase the Company’s costs. ● Health care reform and related programs (e.g.
Health Insurance Exchanges), changes in government payment and reimbursement systems, or changes in payer mix, including an increase in capitated reimbursement mechanisms and evolving delivery models, could have a material adverse impact on the Company’s net revenues, profitability and cash flow. ● Adverse results in material litigation matters or governmental inquiries could have a material adverse effect upon the Company’s business and financial condition. ● Failure in the Company’s information technology systems or delays or failures in the development and implementation of updates or enhancements to those systems could significantly delay billing and otherwise disrupt the Company’s operations or patient relationships. ● Increasing health insurance premiums and co-payments or high-deductible health plans may cause individuals to forgo health insurance and avoid medical attention, either of which may reduce demand for our products and services. ● Our healthcare operations are dependent on the local economies and the surrounding areas in which they operate and are concentrated in Tennessee.
Risks Related to Our Life Science Services Business ● Our Life Science Services operations are subject to government regulation, and failure to comply with applicable laws and regulations could adversely affect our business. ● Vector’s international sourcing activities subject us to additional regulatory and operational risks. ● Vector’s business depends on relationships with specimen providers, and disruptions to those relationships could adversely affect our operations. ● Vector operates in a competitive biospecimen sourcing market. ● Ethical or compliance failures in specimen sourcing could harm our reputation. ● Quality control issues could adversely affect our business. ● We may face liability related to the specimens we distribute. ● Privacy and data protection laws may apply to aspects of our business. ● We recently acquired Vector and may not be able to successfully integrate its operations or realize the anticipated benefits of the acquisition. ● The sellers of Vector have a right to repurchase the business under certain circumstances, which could result in the loss of our investment. ● We may be required to pay significant earnout consideration to the sellers of Vector, which could adversely affect our financial condition and dilute our existing stockholders. ● Our business relies on third-party logistics providers. ● We may face customer and supplier concentration risk. ● Our growth strategy may involve acquisitions. ● Our Life Science Services segment may require additional capital.
Risks Related to Owning Our Securities ● Our Class A Common Stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock. ● Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that investors may have difficulty reselling their shares and may cause the price of the shares to decline. ● Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares. ● There currently is no active public market for our Common Stock and there can be no assurance that an active public market will ever develop.
Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares. ● The public market for our securities is volatile.
This may affect not only the ability of our investors to sell their securities, but the price at which they may sell their securities. ● Our common stock is subject to substantial dilution by conversions or exercises of outstanding convertible preferred stock, convertible notes, common stock warrants and other securities into common stock. ● If we issue additional shares of our common stock or convertible equity or debt in the future, whether in connection with a financing or in exchange for services or rights, it will result in dilution of our existing stockholders. ● FINRA has refused to process our proposed reverse stock split and our appeal of that determination may not be successful.
As of December 31, 2025, we had a working capital deficit of $25.5 million.
We incurred net losses attributable to FOXO of $12.4 million and $12.4 million in the years ended December 31, 2025 and 2024, respectively.
We do not have adequate cash resources to fund our operations through December 2026 and beyond and we will require additional capital to grow our businesses, which may not be available on terms acceptable to us or at all.
We will need additional financing or other increase in our cash and cash equivalents balance to enable us to fund our operations through 2026 and beyond.
Furthermore, significant volatility in the capital markets has had, and could continue to have, a negative impact on the price of the Class A Common Stock and could adversely impact our ability to raise additional funds.
Our audited financial statements for the years ended December 31, 2025 and 2024 were prepared assuming that we will continue as a going concern.
If we are unable to secure additional capital in the short term, we may be required to further curtail our business initiatives and take additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. to the accompanying financial statements do not include any adjustments that may be necessary should we be unable to continue as a going concern.
We have not been able to access the operating capital available under the Strata Purchase Agreement because current market conditions, including the low trading price and limited trading volume of our Class A Common Stock, have prevented us from satisfying the contractual conditions required for draws under that agreement.
Despite having an effective registration statement, we have not been able to access the operating capital available under the Strata Purchase Agreement because current market conditions, including the low trading price and limited trading volume of our Class A Common Stock, have prevented us from satisfying the contractual conditions required for puts under that agreement.
A continuation of these market conditions could prevent us from accessing the capital we need to continue our operations, which could have an adverse effect on our business.
We have a substantial amount of intangible assets and goodwill and we have been, and may in the future be, required to write down the value of our intangible assets due to impairment, which could have a material adverse effect on our business, financial condition and results of operations.
We have a substantial amount of intangible assets and goodwill.
We test the carrying value of intangible assets and goodwill for impairment at least annually and whenever events or circumstances indicate the carrying value may not be recoverable.
Events and conditions that could result in impairment in the value of our intangible assets and goodwill include, but are not limited to, decisions to exit certain lines of business, significant negative industry or economic trends, significant decline in our stock price for a sustained period of time, significant decline in market capitalization relative to net book value, limited funding that could delay expansion efforts, and significant changes in the manner of use of the assets or the strategy for our overall business.
We have experienced a number of recent changes to our senior management team, including the resignation of Mark White, our former Interim Chief Executive Officer, the appointment of Seamus Lagan, our current Chief Executive Officer, and the resignation of our former Chief Financial Officer, Sylwia Haumann, and the appointment of Celene Grant, our current Chief Financial Officer.
There may be additional resignations and appointments in our senior management team in the future.
At present, we do not maintain key-man life insurance policies for him or for any key personnel.
Changes in general economic conditions may also negatively impact demand for our products and services.
Based on the evaluation of our internal controls over financial reporting, we concluded that such controls were not effective as of December 31, 2025.
In addition, based on the evaluation of our disclosure controls and procedures as of December 31, 2025, we concluded such controls were not effective.
We have substantial indebtedness many of which are in payment default, which may affect our operational and financial flexibility.
Risks Related to Our Healthcare Operations Our results of operations may be adversely affected if the Patient Protection and Affordable Care Act (“ACA”) is repealed, replaced or otherwise changed.
Risks Related to Our Life Science Services Our Life Science Services operations are subject to government regulation, and failure to comply with applicable laws and regulations could adversely affect our business.
Vector’s operations are subject to a variety of federal, state, local, and international laws and regulations governing the handling, transportation, import, and export of biological materials, workplace safety requirements, and privacy and data protection.
These regulatory frameworks include, among others: ● regulations governing the transportation of biological materials issued by the U.S.
Department of Transportation ● International Air Transport Association regulations governing the shipment of biological substances by air ● import permit and inspection requirements administered by the Centers for Disease Control and Prevention and other regulatory authorities ● occupational safety requirements administered by the Occupational Safety and Health Administration ● federal and state laws governing privacy and data protection Compliance with these requirements may be complex and may require ongoing monitoring of regulatory developments.
Failure to comply with applicable laws and regulations could result in fines, penalties, shipment delays, operational restrictions, or reputational harm, any of which could adversely affect our business, financial condition, and results of operations.
Vector’s international sourcing operations subject us to additional regulatory, legal, and operational risks.
Vector sources certain biological specimens through relationships with clinical institutions and specimen providers located outside the United States, including partners in India and Latin America.
International sourcing activities may expose us to risks, including: ● compliance with differing regulatory requirements in multiple jurisdictions ● export controls or import permit requirements affecting biological materials ● regulatory requirements relating to ethical sourcing and donor consent ● limitations on the transfer of biological materials across national borders ● trade restrictions, tariffs, or other barriers to international commerce ● political or economic instability in foreign jurisdictions ● currency exchange fluctuations ● difficulties enforcing agreements or collecting receivables in foreign jurisdictions ● language and cultural differences that may complicate business operations Any failure to effectively manage these risks could limit our ability to source biological specimens internationally or increase our operating costs.

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Gone since FY2024

Such risks include, but are not limited to: Risks Related to Our Business and Industry ● Our stockholders have limited voting power compared to the holders of our Series A Preferred Stock and RHI controls a majority of the voting power of the Company. ● Our management controls all corporate activities and can approve all transactions, including mergers, without the approval of other stockholders. ● The ability of our management to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs. ● Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power, perpetuate their control, and significantly dilute existing shareholders. ● We may acquire other businesses or form joint ventures or make investments in other companies in the future.
If we are not successful in integrating these businesses, as well as identifying and controlling risks associated with the past operations of these businesses, we may incur significant costs, receive penalties or other sanctions from various regulatory agencies, and/or incur significant diversions of management time and attention. ● We have a history of losses and we may not achieve or maintain profitability in the future. ● We do not have adequate cash resources to fund our operations through December 2025 and beyond and we will require additional capital to grow our business, which may not be available on terms acceptable to us or at all.
If we are unable to secure additional funds or enter into a strategic transaction in the short-term, we may be forced to delay, reduce or eliminate our commercialization efforts or cease all operations. ● Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements, which could limit our ability to raise additional capital and thereby materially adversely impact our business. ● We have not been able to access the operating capital available under the Strata Purchase Agreement, which could prevent us from accessing the capital we need to continue our operations, which could have an adverse effect on our business. ● We may not have sufficient funds to satisfy indemnification claims of our current and former directors and executive officers. ● Our business has substantial indebtedness; the majority of our debt instruments are in payment default and contain restrictive covenants which may affect our operational and financial flexibility. ● We have a substantial amount of intangible assets, and we have been, and may in the future be. required to write down the value of our intangible assets due to impairment, which could have a material adverse effect on our business, financial condition and results of operations. ● Recent and future management changes and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan and materially adversely impact our business, results of operations and financial condition. ● Our future success depends in large part on the continued participation in the business of Seamus Lagan, our Chief Executive Officer, which cannot be assured or guaranteed. ● We may expand operations abroad where we have limited operating experience and where we may be subject to increased regulatory risks and local competition.
If we are unsuccessful in efforts to expand internationally, our business may be harmed.
Risks Related to Our Healthcare Operations ● Our results of operations may be adversely affected if the Patient Protection and Affordable Care Act (“ ACA ”) is repealed, replaced or otherwise changed. ● Healthcare plans have taken steps to control the utilization and reimbursement of healthcare services. ● Some of our operations are subject to federal and state laws prohibiting “kickbacks” and other laws designed to prohibit payments for referrals and eliminate healthcare fraud. ● We conduct our business in a heavily regulated industry and changes in regulations or violations of regulations could, directly or indirectly, harm our operating results and financial condition. ● Failure to comply with complex federal and state laws and regulations related to submission of claims for services can result in significant monetary damages and penalties and exclusion from the Medicare and Medicaid programs. ● Our facilities are subject to potential claims for professional liability, including existing or potential claims based on the acts or omissions of third parties, which claims may not be covered by insurance. ● Our success depends on our ability to attract and retain qualified healthcare professionals.
A shortage of qualified healthcare professionals could weaken our ability to deliver healthcare services. ● A significant portion of our net revenues is dependent on Medicare and Medicaid payments and possible reductions in Medicare or Medicaid payments or the implementation of other measures to reduce reimbursements may reduce our revenues. ● Failure to timely or accurately bill for our services could have a material adverse effect on our business. ● Our operations may be adversely impacted by the effects of extreme weather conditions, natural disasters such as hurricanes and earthquakes, hostilities or acts of terrorism and other criminal activities. ● Increased competition, including price competition, could have a material adverse impact on our net revenues and profitability. ● Sustained inflation could increase our costs of operations. ● Failure to maintain the security of patient-related information or compliance with security requirements could damage the Company’s reputation with patients and cause it to incur substantial additional costs and to become subject to litigation. ● Failure of the Company to comply with emerging electronic transmission standards could adversely affect our business. ● Compliance with the HIPAA security regulations and privacy regulations may increase the Company’s costs. ● Health care reform and related programs (e.g.
Health Insurance Exchanges), changes in government payment and reimbursement systems, or changes in payer mix, including an increase in capitated reimbursement mechanisms and evolving delivery models, could have a material adverse impact on the Company’s net revenues, profitability and cash flow. ● Adverse results in material litigation matters or governmental inquiries could have a material adverse effect upon the Company’s business and financial condition. ● As a company with limited capital and human resources, we anticipate that more of management’s time and attention will be diverted from our business to ensure compliance with regulatory requirements than would be the case with a company that has well-established controls and procedures.
This diversion of management’s time and attention may have a material adverse effect on our business, financial condition and results of operations. ● An inability to attract and retain experienced and qualified personnel could adversely affect the Company’s business. ● Failure in the Company’s information technology systems or delays or failures in the development and implementation of updates or enhancements to those systems could significantly delay billing and otherwise disrupt the Company’s operations or patient relationships. ● Increasing health insurance premiums and co-payments or high-deductible health plans may cause individuals to forgo health insurance and avoid medical attention, either of which may reduce demand for our products and services.
Risks Related to Our Epigenetic Testing Services ● Our success and ability to establish and grow our epigenetic testing services, the outputting of algorithmic epigenetic biomarkers of health measures, will depend on developing epigenetic biomarkers for use in the industries we seek to service.
If we fail to develop epigenetic biomarkers that attract customers or fail to provide compelling pricing or products, our operating results and financial condition will be adversely affected. ● We intend to provide consumer engagement through our health and wellness offerings; however, competition in the personal health and wellness testing market continues to increase and presents a threat to the success of our business. ● We rely on a limited number of critical third-party suppliers for our epigenetic testing services and in the event we are unable to procure their materials or services, we may not be able to find suitable replacements or immediately transition to alternative suppliers, which will have an adverse impact on our business. ● Our products and services face substantial competition, which may result in others discovering, developing or commercializing products and services that are similar to ours, before or more successfully than we can. ● We or our partners (or both) may now or in the future be subject to laws and regulations relating to laboratory testing, which could materially adversely impact our ability to offer its products or services.
Risks Related to Our Intellectual Property ● If we are unable to protect our patent pending methods of identifying epigenetic biomarkers or intellectual property in general, the value of our brand and other intangible assets may be diminished, and our business may be adversely impacted. ● We may be unable to obtain sufficiently broad intellectual property protection, or we may lose our intellectual property protection. ● We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers. ● If we become involved in trademark or patent litigation or other proceedings related to a determination of rights, we could incur substantial costs and expenses, substantial liability for damages or be required to stop our development and commercialization efforts of our products and services.
Risks Related to Owning Our Securities The public market for our securities is volatile.
This may affect not only the ability of our investors to sell their securities, but the price at which they can sell their securities. ● If we issue additional shares of Class A Common Stock in the future, whether in connection with a financing or in exchange for services or rights, it will result in the dilution of our existing stockholders. ● We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in delisting of the Class A Common Stock.
However, issuance of preferred stock with certain rights would be governed by NYSE American continued listing requirements and may require a stockholder vote which could be granted by current management.
As of December 31, 2024, we had a working capital deficit of $29.8 million.
We incurred net losses to common stockholders of $13.5 million and $29.8 million in the years ended December 31, 2024 and 2023, respectively.
We do not have adequate cash resources to fund our operations through December 2025 and beyond and we will require additional capital to grow our businesses, which may not be available on terms acceptable to us or at all.
We will need additional financing or other increase in our cash and cash equivalents balance to enable us to fund our operations through 2025 and beyond.
Furthermore, high volatility in the capital markets has had, and could continue to have, a negative impact on the price of the Class A Common Stock and could adversely impact our ability to raise additional funds.
Our audited financial statements for the years ended December 31, 2024 and 2023 were prepared assuming that we will continue as a going concern.
If we are unable to secure additional capital in the short-term, we may be required to further curtail our business initiatives and take additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. to the accompanying financial statements do not include any adjustments that may be necessary should we unable to continue as a going concern.
We have not been able to access the capital available under the Strata Purchase Agreement which could have an adverse effect on our business.
However, the sale of our Class A Common Stock is not available until we register the stock, which registration will be complete on the date that a registration statement, which we intend to file shortly after the filing of this Annual Report, is declared effective.
We will need additional capital to fully implement our business, operating and development plans.
Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects.
We have a substantial amount of intangible assets and we have been, and may in the future be, required to write down the value of our intangible assets due to impairment, which could have a material adverse effect on our business, financial condition and results of operations.
We have a substantial amount of intangible assets.
We test the carrying value of intangible assets for impairment at least annually and whenever events or circumstances indicate the carrying value may not be recoverable.
Events and conditions that could result in impairment in the value of our intangible assets include, but are not limited to, decisions to exit certain lines of business, significant negative industry or economic trends, significant decline in our stock price for a sustained period of time, significant decline in market capitalization relative to net book value, limited funding that could delay development efforts, and significant changes in the manner of use of the assets or the strategy for our overall business.
We have experienced a number of recent changes to our senior management team, including the resignation of Mark White, our former Interim Chief Executive Officer, which may create significant continuity risks and challenges to our ability to operate our business, assess and manage risks and comply with applicable laws.
We recently appointed Seamus Lagan as our Chief Executive Officer and there may be resignations and appointments in our senior management team in the future.
At present, we do not maintain key-man life insurance policies for him or for any other key personnel.
Seamus Lagan is our Chief Executive Officer.
Fluctuations and variability across the industry may affect our revenue and results of operations.
Changes in general economic conditions may also negatively impact demand for life insurance and our other products and services.
Based on the evaluation of our internal controls over financial reporting, we concluded that such controls were not effective as of December 31, 2024.
In addition, based on the evaluation of our disclosure controls and procedures as of December 31, 2024, we concluded such controls were not effective.
Our business has substantial indebtedness; the majority of our debt instruments are in payment default and contain restrictive covenants which may affect our operational and financial flexibility.
Risks Related to Our Healthcare Operations.
Our results of operations may be adversely affected if the Patient Protection and Affordable Care Act (“ACA”) is repealed, replaced or otherwise changed.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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