Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | FOXO TECHNOLOGIES INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 27,168,069 | |
Amendment Flag | false | |
Entity Central Index Key | 0001812360 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39783 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1050265 | |
Entity Address, Address Line One | 729 N. Washington Ave | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55401 | |
City Area Code | (612) | |
Local Phone Number | 562-9447 | |
Entity Interactive Data Current | Yes | |
Class A Common Stock, par value $0.0001 | ||
Document Information Line Items | ||
Trading Symbol | FOXO | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 | |
Security Exchange Name | NYSE | |
Warrant, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | FOXO.WS | |
Title of 12(b) Security | Warrant, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 2,155 | $ 5,515 |
Supplies | 1,302 | 1,313 |
Prepaid expenses | 2,117 | 2,686 |
Prepaid consulting fees | 595 | 2,676 |
Other current assets | 107 | 114 |
Total current assets | 6,276 | 12,304 |
Intangible assets | 1,863 | 2,043 |
Reinsurance recoverables | 18,573 | |
Cloud computing arrangements | 1,483 | 2,225 |
Other assets | 251 | 263 |
Total assets | 9,873 | 35,408 |
Current liabilities | ||
Accounts payable | 2,977 | 3,466 |
Related party payable | 500 | 500 |
Senior PIK Notes | 3,368 | 1,409 |
Accrued severance | 1,212 | 1,045 |
Accrued and other liabilities | 528 | 493 |
Total current liabilities | 8,585 | 6,913 |
Warrant liability | 311 | 311 |
Senior PIK Notes | 1,730 | |
Policy reserves | 18,573 | |
Other liabilities | 1,007 | 1,173 |
Total liabilities | 9,903 | 28,700 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued or outstanding as of March 31, 2023 and December 31, 2022 | ||
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 29,558,830 and 29,669,830 issued, and 27,418,069 and 27,529,069 outstanding as of March 31, 2023 and December 31, 2022, respectively | 3 | 3 |
Treasury stock, at cost, 2,140,761 as of March 31, 2023 and December 31, 2022 | ||
Additional paid-in capital | 154,837 | 153,936 |
Accumulated deficit | (154,870) | (147,231) |
Total stockholders’ equity (deficit) | (30) | 6,708 |
Total liabilities and stockholders’ equity (deficit) | $ 9,873 | $ 35,408 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Treasury stock, cost | 2,140,761 | 2,140,761 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 29,558,830 | 29,669,830 |
Common stock, shares outstanding | 27,418,069 | 27,529,069 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue | $ 13 | $ 40 |
Operating expenses: | ||
Research and development | 309 | 601 |
Management contingent share plan | 764 | |
Selling, general and administrative | 6,332 | 4,002 |
Total operating expenses | 7,405 | 4,603 |
Loss from operations | (7,392) | (4,563) |
Non-cash change in fair value of convertible debentures | (7,432) | |
Interest expense | (225) | (322) |
Other expense | (22) | (50) |
Total non-operating expense | (247) | (7,804) |
Loss before income taxes | (7,639) | (12,367) |
Provision for income taxes | ||
Net loss | $ (7,639) | $ (12,367) |
Class A Common Stock | ||
Operating expenses: | ||
Net loss per share of Class A common stock, basic and diluted (in Dollars per share) | $ (0.33) | $ (2.12) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Common Stock | ||
Net loss per common stock, basic and diluted | $ (0.33) | $ (2.12) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | FOXO Technologies Operating Company Series A Preferred Stock | FOXO Technologies Operating Company Class A Common Stock | FOXO Technologies Operating Company Class B Common Stock | FOXO Technologies Inc. Class A Common Stock | FOXO Technologies Inc. Treasury Stock | Additional Paid-in- Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 21,854 | $ 4,902 | $ (51,976) | $ (25,220) | ||||
Balance (in Shares) at Dec. 31, 2021 | 8,000,000 | 30,208 | 2,000,000 | |||||
Net loss | (12,367) | (12,367) | ||||||
Lease contributions | 136 | 136 | ||||||
Stock based compensation | 251 | 251 | ||||||
Issuance of shares for exercised stock options | ||||||||
Issuance of shares for exercised stock options (in Shares) | 14,946 | |||||||
Balance at Mar. 31, 2022 | $ 21,854 | 5,289 | (64,343) | (37,200) | ||||
Balance (in Shares) at Mar. 31, 2022 | 8,000,000 | 45,154 | 2,000,000 | |||||
Balance at Dec. 31, 2022 | $ 3 | 153,936 | (147,231) | 6,708 | ||||
Balance (in Shares) at Dec. 31, 2022 | 29,669,830 | (2,140,761) | ||||||
Net loss | (7,639) | (7,639) | ||||||
Stock based compensation | 901 | 901 | ||||||
Stock based compensation (in Shares) | (111,000) | |||||||
Balance at Mar. 31, 2023 | $ 3 | $ 154,837 | $ (154,870) | $ (30) | ||||
Balance (in Shares) at Mar. 31, 2023 | 29,558,830 | (2,140,761) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,639) | $ (12,367) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 929 | 31 |
Stock-based compensation | 901 | 231 |
Amortization of consulting fees paid in common stock | 1,725 | |
Change in fair value of convertible debentures | 7,432 | |
PIK interest | 135 | |
Amortization of debt issuance costs | 94 | |
Contributions in the form of rent payments | 136 | |
Recognition of prepaid offering costs upon election of fair value option | 107 | |
Other | 6 | |
Changes in operating assets and liabilities: | ||
Supplies | 11 | 57 |
Prepaid expenses and consulting fees | 925 | (132) |
Other current assets | 7 | |
Cloud computing arrangements | (621) | |
Accounts payable | (489) | (2,209) |
Accrued and other liabilities | 35 | 149 |
Net cash used in operating activities | (3,360) | (7,186) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (39) | |
Development of internal use software | (519) | |
Net cash used in investing activities | (558) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debentures | 22,500 | |
Deferred offering costs | (19) | |
Net cash provided by financing activities | 22,481 | |
Net increase (decrease) in cash and cash equivalents | (3,360) | 14,737 |
Cash and cash equivalents at beginning of period | 5,515 | 6,856 |
Cash and cash equivalents at end of period | $ 2,155 | $ 21,593 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | Note 1 DESCRIPTION OF BUSINESS FOXO Technologies Inc. (“FOXO” or the “Company”), formerly known as Delwinds Insurance Acquisition Corp. (“Delwinds”), a Delaware corporation, was originally formed in April 2020 as a publicly traded special purpose company for the purpose of effecting a merger, capital stock exchange, asset acquisition, reorganization, or similar business combination involving one or more businesses. FOXO is a leader in commercializing epigenetic biomarker technology to support groundbreaking scientific research and disruptive next-generation business initiatives. The Company applies automated machine learning and artificial intelligence technologies to discover epigenetic biomarkers of human health, wellness and aging. The Company has been building a life insurance business to support the commercial applications of its epigenetic biomarker underwriting technology and consumer engagement platform service business. The Company manages and reports results of operations for two reportable business segments: FOXO Life, the Company’s life insurance business operations, and FOXO Labs, the Company’s epigenetic biomarker technology business operations. The Business Combination On February 24, 2022, Delwinds entered into a definitive Agreement and Plan of Merger, dated as of February 24, 2022, as amended on April 26, 2022, July 6, 2022 and August 12, 2022 (the “Merger Agreement”), with FOXO Technologies Inc., now known as FOXO Technologies Operating Company (“FOXO Technologies Operating Company”), DWIN Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Delwinds (“Merger Sub”), and DIAC Sponsor LLC (the “Sponsor”), in its capacity as the representative of the stockholders of Delwinds from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively, the “Transaction” or the “Business Combination”). The Business Combination was approved by Delwinds’ stockholders on September 14, 2022 and closed on September 15, 2022 (the “Closing Date”) whereby Merger Sub merged into FOXO Technologies Operating Company, with FOXO Technologies Operating Company surviving the merger as a wholly owned subsidiary of the Company (the “Combined Company”), and with FOXO Technologies Operating Company security holders becoming security holders of the Combined Company. Immediately upon the Closing, the name of Delwinds was changed to FOXO Technologies Inc. Following the Closing, FOXO is a holding company whose wholly-owned subsidiary, FOXO Technologies Operating Company, conducts all of the core business operations. FOXO Technologies Operating Company maintains its two wholly-owned subsidiaries, FOXO Labs Inc. and FOXO Life, LLC. FOXO Labs maintains a wholly-owned subsidiary, Scientific Testing Partners, LLC, while FOXO Life Insurance Company was a wholly-owned subsidiary of FOXO Life, LLC. See Note 10 for more information on FOXO Life Insurance Company. References to “FOXO” and the “Company” in these consolidated financial statements refer to FOXO Technologies Operating Company and its wholly-owned subsidiaries prior to the Closing and FOXO Technologies Inc. following the Closing. |
Liquidity and Management's Plan
Liquidity and Management's Plan | 3 Months Ended |
Mar. 31, 2023 | |
Liquidity And Managements Plan [Abstract] | |
LIQUIDITY AND MANAGEMENT'S PLAN | Note 2 LIQUIDITY AND MANAGEMENT’S PLAN The Company’s history of losses requires management to critically assess its ability to continue operating as a going concern. For the quarter ended March 31, 2023, the Company incurred a net loss of $7,639. As of March 31, 2023, the Company had an accumulated deficit of $154,870. Cash used in operating activities for the three months ended March 31, 2023 was $3,360. As of March 31, 2023, the Company had $2,155 of available cash and cash equivalents. The Company’s ability to continue as a going concern is dependent on generating revenue, raising additional equity or debt capital, reducing losses and improving future cash flows. The Company will continue ongoing capital raise initiatives and has demonstrated previous success in raising capital to support its operations. For instance, in the first and second quarters of 2022, the Company issued convertible debentures for $28,000 that subsequently converted to equity. The Company also completed its transaction with Delwinds that was initially intended to provide up to $300,000 of capital to the Company. An equity line of credit agreement, a backstop agreement, and forward purchase agreement were also part of the Business Combination and were intended to provide capital. Ultimately, the series of transactions associated with the Business Combination did not result in any net proceeds for the Company. Additionally, we are unlikely to receive proceeds from the exercise of outstanding warrants as a result of the difference between our current trading price of the Company’s Class A Common Stock and the exercise price of the various warrants. During the first quarter of 2023, the Company completed the sale FOXO Life Insurance Company in order to gain access to the cash held as statutory capital and surplus at FOXO Life Insurance Company. See Note 10 for more information. The Company intends to use the cash previously held at FOXO Life Insurance Capital to fund its operation as it continues to (i) pursue additional avenues to capitalize the Company and (ii) commercialize its products to generate revenue. See Note 13 for additional information on an Exchange Offer and PIK Note Offer to Amend that are structured to allow the Company to more easily raise capital. However, the Company can provide no assurance that these actions will be successful or that additional sources of financing will be available on favorable terms, if at all. As such, until additional equity or debt capital is secured and the Company begins generating sufficient revenue, there is substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the issuance of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting, and thus the accompanying unaudited consolidated financial statements do not include all information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022 and the notes thereto. The consolidated balance sheet data as of December 31, 2022 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments of a normal or recurring nature, which are necessary for a fair presentation of financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The unaudited consolidated financial statements include the accounts of FOXO and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, and it thus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. For further information regarding the Company’s basis of presentation and use of estimates, refer to the audited consolidated financial statements as of and for the year ended December 31, 2022. The policies and estimates described in that report are used for preparing the Company’s quarterly unaudited consolidated financial statements. |
Intangible Assets and Cloud Com
Intangible Assets and Cloud Computing Arrangements | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND CLOUD COMPUTING ARRANGEMENTS | Note 4 INTANGIBLE ASSETS AND CLOUD COMPUTING ARRANGEMENTS The components of intangible assets and cloud computing arrangements as of March 31, 2023 and December 31, 2022 were as follows: March 31, December 31, Epigenetics pipeline $ 592 $ 592 Underwriting API 840 840 Longevity API 717 717 Less: accumulated amortization (286 ) (106 ) Intangible assets $ 1,863 $ 2,043 March 31, December 31, Digital insurance platform $ 2,966 $ 2,966 Less: accumulated amortization (1,483 ) (741 ) Cloud computing arrangements $ 1,483 $ 2,225 Amortization of the Company’s intangible assets and cloud computing arrangements is recorded on a straight-line basis within selling, general and administrative expenses. The Company recognized amortization expense of $922 for the three months ended March 31, 2023. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | Note 5 DEBT On September 20, 2022, the Company entered into separate Securities Purchase Agreements with accredited investors pursuant to which the Company issued its 15% Senior PIK Notes (the “Senior PIK Notes”) in the aggregate principal amount of $3,458. The Company received net proceeds of $2,918, after deducting fees and expenses of $540. The Senior PIK Notes bear interest at 15% per annum, paid in arrears quarterly by payment in kind through the issuance of additional Senior PIK Notes (“PIK Interest”). The Senior PIK Notes mature on April 1, 2024 (the “Maturity Date”). Commencing on November 1, 2023, the Company is required to pay the holders of the Senior PIK Notes and on each one month anniversary thereof an equal amount until the outstanding principal balance has been paid in full on the Maturity Date. If the Senior PIK Notes are prepaid in the first year, the Company is required to pay the holders the outstanding principal balance, excluding any increases as a result of PIK Interest, multiplied by 1.15. The Company has agreed to not obtain additional equity or debt financing, without the consent of a majority of the holders of the Senior PIK Notes, other than if a financing pays amounts owed on the Senior PIK Notes. The Company shall not incur other indebtedness, except for certain exempt indebtedness, until such time the Senior PIK Notes are repaid in full; however, the Senior PIK Notes are unsecured. As of March 31, 2023, the Company has recorded $3,368 balance as current liabilities based on the monthly installments payment schedule. For the three months ended March 31, 2023 the Company recognized $135 of contractual interest expense on the Senior PIK Notes and $94 related to the amortization of debt issuance costs on the Senior PIK Notes. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 6 RELATED PARTY TRANSACTIONS Office Space The Company subleased its office space from an investor through May of 2022. The investor paid all lease costs, including common area maintenance and other property management fees, on the Company’s behalf. These payments were treated as additional capital contributions. Sponsor Loan In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor loaned Delwinds funds for working capital. As of March 31, 2023, $500 was remaining due to the Sponsor and is shown as a related party payable in the consolidated balance sheet. Consulting Agreement In April 2022, the Company executed a consulting agreement with an individual (the “Consultant”) considered to be a related party of the Company as a result of his investment in the 2021 Bridge Debentures. The agreement has a term of twelve months, over which the Consultant is to provide services that include, but are not limited to, advisory services relating to the implementation and completion of the Business Combination. Following the execution of the agreement, as compensation for such services to be rendered as well as related expenses over the term of the contract, the Consultant was paid a cash fee of $1,425. The consulting agreement also calls for the payment of an equity fee as compensation for such services. The Company issued 1,500,000 shares of legacy FOXO Class A Common Stock to the Consultant during the second quarter of 2022 to satisfy the equity fee that converted into 871,256 shares of Class A Common Stock. The Company has determined that all compensation costs related to the consulting agreement, including both cash fees and the equity fee, represent remuneration for services to be rendered evenly over the contract term. Thus, all such costs were initially recorded at fair value as prepaid consulting fees in the consolidated balance sheet and are being recognized as selling, general and administrative expenses in the consolidated statement of operations on a straight-line basis over the term of the contract. For the three months ended March 31, 2023, $2,081 in expenses were recognized related to the consulting agreement. Contractor Agreement In October 2021, FOXO entered into a Contractor Agreement with Dr. Murdoc Khaleghi, one of its directors, under which Dr. Khaleghi serves as FOXO’s Chief Medical Officer. The Company paid Dr. Khaleghi $0 and $27 for the three months ended March 31, 2023 and 2022, respectively. Additionally, Dr. Khaleghi received 80,000 shares under the Management Contingent Share Plan related to his service under the Contractor Agreement with the Company recognizing $15 of expense during the three months ended March 31, 2023. During the fourth quarter of 2022, Dr. Khaleghi and the Company paused services and payments under this arrangement. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | Note 7 STOCKHOLDERS’ EQUITY In connection with the Business Combination, the Company adopted the second amended and restated certificate of incorporation (the “Amended and Restated Company Charter”) to, among other things, increase the total number of authorized shares of all capital stock, par value $0.0001 per share, to 510,000,000 shares, consisting of (i) 500,000,000 shares of Class A Common Stock and (ii) 10,000,000 shares of preferred stock. Preferred Stock The Amended and Restated Company Charter authorizes the Company to issue 10,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023, there were no shares of preferred stock issued or outstanding. Warrants Public Warrants and Private Placement Warrants The Company issued 10,062,500 common stock warrants in connection with Delwinds’ initial public offering (the “IPO”) (the “Public Warrants”). Simultaneously with the closing of the IPO, Delwinds consummated the private placement of 316,250 common stock warrants (the “Private Placement Warrants”). Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Public Warrants became exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable; and ● if, and only if, the reported last sale price of the Company’s Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the Business Combination was completed, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Assumed Warrants At Closing of the Business Combination, the Company assumed common stock warrants to purchase FOXO Class A Common Stock (“Assumed Warrants”) and exchanged such Assumed Warrants for common stock warrants to purchase 1,905,853 shares of the Company’s Class A Common Stock. Each Assumed Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $6.21 per share, subject to adjustment. The Assumed Warrants are exercisable over a three-year period from the date of issuance. The Assumed Warrants include a down round provision that should the Company issue common stock for a consideration of less than $6.21 per share then the exercise price shall be lowered to the new consideration amount on a per share basis with a simultaneous and corresponding increase to the number of warrants. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | Note 8 NET LOSS PER SHARE The Business Combination was accounted for as a reverse recapitalization by which FOXO Technologies Operating Company issued equity for the net assets of Delwinds accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Company excluded the effect of the 4,237,000 Management Contingent Shares outstanding and not vested as of March 31, 2023 from the computation of basic net loss per share for the three months ended March 31, 2023, as the conditions to trigger the vesting of the Management Contingent Shares had not been satisfied as of March 31, 2023. Shares issued to the Company’s former CEO pursuant to the Management Contingent Share Plan which are under review to determine if such shares should be forfeited in accordance with such plan are included in net loss per share. See Note 12 for additional information. The Company excluded the effect of the Public Warrants, the Private Placement Warrants, the Assumed Options, and Assumed Warrants from the computation of diluted net loss per share for the three months ended March 31, 2023 as their inclusion would have been anti-dilutive because the Company was in a loss position for such periods. The Assumed Options, the Assumed Warrants, and Bridge Debentures were excluded from the three months ended March 31, 2022 as their inclusion would have been anti-dilutive. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of shares outstanding during the respective periods: Three Months Ended 2023 2022 Net loss available to common shares $ (7,639 ) $ (12,367 ) Basic and diluted weighted average number of Class A Common Stock 23,181 5,827 Basic and diluted net loss per share available to Class A Common Stock $ (0.33 ) $ (2.12 ) The following Class A common stock equivalents have been excluded from the computation of diluted net loss per common share as the effect would be antidilutive and reduce the net loss per common stock (shares in actuals): Three Months Ended 2023 2022 Series A preferred stock - 4,646,698 2021 Bridge Debentures - 6,759,642 2022 Bridge Debentures - 7,810,509 Public and private warrants 10,378,750 - Assumed warrants 1,905,853 1,905,853 Assumed options 2,273,099 2,965,500 Total antidilutive shares 14,557,702 24,088,202 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | Note 9 FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measurements Using Inputs Considered as: March 31, 2023 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 311 $ 302 $ 9 $ - Total liabilities $ 311 $ 302 $ 9 $ - Fair Value Measurements Using Inputs Considered as: December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 311 $ 302 $ 9 $ - Total liabilities $ 311 $ 302 $ 9 $ - Warrant Liability The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value on a recurring basis, with any changes, if applicable, in the fair value presented as change in fair value of warrant liability in the Company’s statement of operations. The measurement of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market under ticker FOXO-WT. As the transfer of the Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. Bridge Debentures The Company elected the fair value option on both the 2021 and 2022 Bridge Debentures that converted to shares of FOXO Class A Common Stock as part of the Business Combination. Changes in the Company’s prior fair value measurements are recorded as non-cash change in fair value of convertible debentures in the consolidated statements of operations. |
Foxo Life Insurance Company
Foxo Life Insurance Company | 3 Months Ended |
Mar. 31, 2023 | |
Foxo Life Insurance Company [Abstract] | |
FOXO LIFE INSURANCE COMPANY | Note 10 FOXO LIFE INSURANCE COMPANY On February 3, 2023, the Company consummated the previously announced sale of FOXO Life Insurance Company to Security National Life Insurance Company (the “Buyer”). At closing, all of the FOXO Life Insurance Company’s shares were cancelled and retired and ceased to exist in exchange for the assignment to the Company of FOXO Life Insurance Company’s statutory capital and surplus amount of $5,002, as of the closing date, minus $200 (the “Merger Consideration”). Pursuant to the transaction, at the closing, the Company paid the Buyer’s third-party out-of-pocket costs and expenses of $51 resulting in a total loss of $251 that was recognized within selling, general and administrative expense on the consolidated statements of operations. After the Merger Consideration and Buyer’s third party expenses, the transaction resulted in the Company gaining access to $4,751 that was previously held as statutory capital and surplus pursuant to the Arkansas Insurance Code. |
Business Segment
Business Segment | 3 Months Ended |
Mar. 31, 2023 | |
Business Segment [Abstract] | |
BUSINESS SEGMENT | Note 11 BUSINESS SEGMENT The Company manages and classifies its business into two reportable business segments: ● FOXO Labs is commercializing proprietary epigenetic biomarker technology to be used for underwriting risk classification in the global life insurance industry. The Company’s innovative biomarker technology enables the adoption of new saliva-based health and wellness biomarker solutions for underwriting and risk assessment. The Company’s research demonstrates that epigenetic biomarkers, collected from saliva, provide measures of individual health and wellness for the factors used in life insurance underwriting traditionally obtained through blood and urine specimens. ● FOXO Life is redefining the relationship between consumers and insurer by combining life insurance with a dynamic molecular health and wellness platform. FOXO Life seeks to transform the value proposition of the life insurance carrier from a provider of mortality risk protection products to a partner supporting its customers’ healthy longevity. FOXO Life’s multi-omic health and wellness platform will provide life insurance consumers with valuable information and insights about their individual health and wellness to support longevity. FOXO Labs generates revenue through performing epigenetic biomarker services and by collecting epigenetic services royalties. FOXO Life generates revenue from the sale of life insurance products. Asset information is not used by the Chief Operating Decision Maker (“CODM”) or included in the information provided to the CODM to make decisions and allocate resources. The primary income measure used for assessing segment performance and making operating decisions is earnings before interest, income taxes, depreciation, amortization, and stock-based compensation (“Segment Earnings”). The segment measure of profitability also excludes corporate and other costs, including management, IT, overhead costs and certain other non-cash charges or benefits, such as any non-cash changes in fair value. Summarized below is information about the Company’s operations for the three months ended March 31, 2023 and 2022 by business segment: Three Months Ended March 31, Revenue Earnings 2023 2022 2023 2022 FOXO Labs $ 7 $ 32 $ (290 ) $ (504 ) FOXO Life 6 8 (647 ) (803 ) 13 40 (937 ) (1,307 ) Corporate and other (a) (6,477 ) (10,738 ) Interest expense (225 ) (322 ) Total $ 13 $ 40 $ (7,639 ) $ (12,367 ) (a) Corporate and other includes stock-based compensation, including the consulting agreement, expense of $2,626 and depreciation and amortization expense of $929 for the three months ended March 31, 2023. For the three months ended March 31, 2022 corporate and other included stock-based compensation, depreciation, and changes in fair value of the convertible debentures of $231, $31, and $7,432 respectively. See Notes 4, 6, and 9 for additional information. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 12 COMMITMENTS AND CONTINGENCIES The Company is a party to various vendor and license agreements and sponsored research arrangements in the normal course of business that create commitments and contractual obligations. License Agreements In April 2017, the Company entered into a license agreement with The Regents of University of California (the “Regents”) to develop and commercialize the DNA Methylation Based Predictor of Mortality. The agreement remains in effect through the life of the Regents’ patents related to this license agreement. The Company is required to pay license maintenance fees on each anniversary date of agreement execution. The Company is liable to the Regents for an earned royalty of net sales of licensed products or licensed methods. In February 2021, the Company entered into another license agreement with the Regents for GrimAge and PhenoAge technology. The agreement remains in effect through the life of the Regents’ patents related to this license agreement. In consideration of the license and rights granted under the license agreement, the Company made a one-time cash payment and will make maintenance payments on each anniversary of the Agreement. The Company will pay the Regents for each assay internally used and a royalty on external net sales. Additionally, the contract includes development milestones and fees related to achieving commercial sales and a comparative longitudinal study of health outcomes. Supplier and Other Commitments The Company made a 10,000 unit purchase commitment for supplies of which 3,000 remain outstanding as of March 31, 2023. Additionally, the Company has a $92 commitment for sample processing within one year from the order. Collectively, the Company has a commitment of $146 remaining in 2023 related to these commitments. Additionally, the Company has committed to pay $238, primarily related to an advisor fee, of which the advisor fee is due no later than June 30, 2023. Legal Proceedings On November 18, 2022, Smithline Family Trust II (“Smithline”) filed a complaint against the Company and Jon Sabes, the Company’s former Chief Executive Officer and a former member of the Company’s board of directors, in the Supreme Court of the State of New York, County of New York, Index 0654430/2022. The complaint asserts claims for breach of contract, unjust enrichment and fraud, alleging that (i) the Company breached its obligations to Smithline pursuant to that certain Securities Purchase Agreement, dated January 25, 2021, between FOXO Technologies Operating Company and Smithline, an accompanying 12.5% Original Issue Discount Convertible Debenture, due February 23, 2022, and Warrant to purchase shares of FOXO common stock until February 23, 2024 (collectively, including any amendment or other document entered into in connection therewith, the “Financing Documents”), (ii) the Company and Mr. Sabes were unjustly enriched as a result of their alleged actions and omissions in connection with the Financing Documents, and (iii) the Company and Mr. Sabes made materially false statements or omitted material information in connection with the Financing Documents. The complaint claims damages in excess of a minimum of $6,207 on each of the three causes of action, plus attorneys’ fees and costs. On December 23, 2022, FOXO removed this action from the Supreme Court of the State of New York, County of New York to the United States District Court for the Southern District of New York, Case 1:22-cv-10858-VEC. The action was assigned to Judge Valerie E. Caproni. On February 1, 2023, defendant Jon Sabes moved to dismiss the complaint pursuant to Fed. R. Civ. P. 12(b)(2) and 12(b)(6). On February 22, 2023, Smithline filed an Amended Complaint. The Company filed its Answer to the Amended Complaint on March 8, 2023. This action is at an early stage in the litigation process and the Company is unable to determine the outcome. The Company intends to contest this case vigorously. The Company accrues for costs associated with certain contingencies, including, but not limited to, settlement of legal proceedings, regulatory compliance matters and self-insurance exposures when such costs are probable and reasonably estimable. In addition, the Company accrues for legal fees incurred in defense of asserted litigation and regulatory matters as such legal fees are incurred. To the extent it is probable under our existing insurance coverage that we are able to recover losses and legal fees related to contingencies, we record such recoveries concurrently with the accrual of the related loss or legal fees. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In our determination of the probability and ability to estimate contingent liabilities and related insurance recoveries we consider the following: litigation exposure based on currently available information, consultations with external legal counsel, adequacy and applicability of existing insurance coverage and other pertinent facts and circumstances regarding the contingency. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the consolidated statements of operations during the period of the change and appropriately reflected in the consolidated balance sheets. As of March 31, 2023 and December 31, 2022 the Company does not have any accruals related to the settlement of legal proceedings. The Company is also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business, and we may in the future be subject to additional legal proceedings and disputes. Former CEO Severance As of March 31, 2023, the Board has yet to complete its review into whether the former CEO was terminated with or without cause. Accordingly, the Company has yet to make a determination on its obligations under the former CEO’s employment agreement. The Company has accrued for his severance and has recognized expenses related to his stock-based compensation per the terms of his contract while the matter remains under review. Should the review conclude that the former CEO was terminated without cause then the former CEO will receive thirty-six months of severance based on his base salary, his options granted immediately vest, and his Management Contingent Share Plan related to performance-based conditions that have been met become fully vested. $696 of severance is recorded within accrued severance and the remaining $879 recorded within other liabilities on the consolidated balance sheets. The corresponding expense was recognized within selling, general and administrative expense on the consolidated statements of operations at the time of his termination during the fourth quarter of 2022. Should the review conclude the former CEO was terminated with cause then no severance or continued benefits are due and the Company will account for the forfeiture of the shares issued pursuant to the Management Contingent Share Plan as well as reverse the accrual and corresponding expense related to his severance. The forfeiture of the shares issued pursuant to the Management Contingent Share Plan would result in the Company reversing $9,130 of expense previously recognized related to the performance condition that has been met and based on his service prior to his termination as well as the vesting upon his termination. Additionally, the Company cancelled the shares issued pursuant to the Management Contingent Share Plan related to performance based conditions that were not met as of the termination date. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 13 SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 11, 2023, the date that the unaudited consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. Digital Insurance Platform In April of 2023 and as part of the Company’s planning, the Company finalized its objectives and key results (“OKRs”) for the second quarter of 2023. As part of the OKR process the Company’s goals to support the digital insurance platform indicated that the manner in which the digital insurance platform is used and corresponding cash flows would no longer support the asset. Accordingly, the Company recognized a $1,425 impairment loss in April of 2023 representing the remaining unamortized balance of the digital insurance platform at the date of impairment. Exchange Offer and PIK Note Offer to Amend References herein to “Common Stock Equivalents” shall have the meaning given to such term in the Original Securities Purchase Agreement and/or the PIK Note Purchase Agreement, as the context requires. On April 27, 2023, the Company commenced an exchange offer (the “Exchange Offer”), whereby holders of the Assumed Warrants may exchange such Assumed Warrants for shares of Class A Common Stock at a rate of 4.83 shares for each Assumed Warrant. As part of the Exchange Offer, the Company is also soliciting consents from holders of Assumed Warrants to amend and restate the Original Securities Purchase Agreement to provide that the issuance of shares of Class A Common Stock and certain issuances of Common Stock Equivalents, including in connection with certain private placements and public financings, the Exchange Offer, the PIK Note Amendment, the 2022 Debenture Release, and as Private Placement Additional Consideration (each as defined below), do not trigger, and cannot be deemed to have triggered, any anti-dilution adjustments in the securities issued pursuant to the Original Securities Purchase Agreement, including the Assumed Warrants. If all outstanding Assumed Warrants are tendered in the Exchange Offer and assuming all required approvals, including stockholder approval, are obtained, the Company’s obligation to issue 1,905,853 shares of Class A Common Stock under the Assumed Warrants would be eliminated and approximately 9,205,270 shares of Class A Common Stock would be issued to the Assumed Warrant holders in exchange for the Assumed Warrants. Concurrently with the Exchange Offer, the Company is soliciting approval from the holders of the Company’s Senior PIK Notes in exchange for shares of Class A Common Stock at a rate of 1.25 shares of Class A Common Stock for every $1.00 of the original principal amount of their Senior PIK Notes (the “PIK Note Offer to Amend”) to amend the PIK Note Purchase Agreement to permit certain issuances by the Company of Class A Common Stock and Common Stock Equivalents without prepaying the Senior PIK Notes, in connection with certain private placements and public financings, the Exchange Offer, the PIK Note Offer to Amend, the 2022 Debenture Release (as defined below), and as Private Placement Additional Consideration (as defined below) (collectively, the “PIK Note Amendment”). Assuming the Company receives consents from all Senior PIK Note holders and all required approvals, including stockholder approval, are obtained, the Company will issue on a pro rata basis to the holders of the PIK Notes approximately 4,321,875 shares of Class A Common Stock in consideration for the PIK Note Amendment. If the Company conducts a Private Placement because the PIK Note Amendment has been approved, each investor who participates in the Private Placement who was a holder of Assumed Warrants or Senior PIK Notes as of the commencement of the Exchange Offer or the PIK Note Offer to Amend, as applicable, and each former holder of 2022 Debentures, may receive additional shares of Class A Common Stock or Common Stock Equivalents in addition to the other terms of such Private Placement offered to all investors, whether or not such holder participated in the Exchange Offer or the PIK Note Offer to Amend, as applicable (the “Private Placement Additional Consideration”). The Board has also authorized the Company to offer Class A Common Stock or Common Stock Equivalents in exchange for a general release by the former holders of 2022 Bridge Debentures, subject to stockholder approval and other conditions to be determined by the Company, at a future date to be determined by the Company (the “2022 Debenture Release”). As currently contemplated, each former holder of the 2022 Bridge Debentures that executes such general release would receive approximately 0.67 shares of Class A Common Stock for every $1.00 of original principal amount of its 2022 Bridge Debentures, and if all former holders of 2022 Bridge Debentures execute such general release, up to 18,760,000 shares of Class A Common Stock would be issued by the Company to such former holders of the 2022 Bridge Debentures. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting, and thus the accompanying unaudited consolidated financial statements do not include all information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022 and the notes thereto. The consolidated balance sheet data as of December 31, 2022 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments of a normal or recurring nature, which are necessary for a fair presentation of financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The unaudited consolidated financial statements include the accounts of FOXO and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, and it thus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. For further information regarding the Company’s basis of presentation and use of estimates, refer to the audited consolidated financial statements as of and for the year ended December 31, 2022. The policies and estimates described in that report are used for preparing the Company’s quarterly unaudited consolidated financial statements. |
Intangible Assets and Cloud C_2
Intangible Assets and Cloud Computing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of intangible assets | March 31, December 31, Epigenetics pipeline $ 592 $ 592 Underwriting API 840 840 Longevity API 717 717 Less: accumulated amortization (286 ) (106 ) Intangible assets $ 1,863 $ 2,043 |
Schedule of components of cloud computing arrangements | March 31, December 31, Digital insurance platform $ 2,966 $ 2,966 Less: accumulated amortization (1,483 ) (741 ) Cloud computing arrangements $ 1,483 $ 2,225 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | Three Months Ended 2023 2022 Net loss available to common shares $ (7,639 ) $ (12,367 ) Basic and diluted weighted average number of Class A Common Stock 23,181 5,827 Basic and diluted net loss per share available to Class A Common Stock $ (0.33 ) $ (2.12 ) |
Schedule of antidilutive and reduce the net loss per common stock | Three Months Ended 2023 2022 Series A preferred stock - 4,646,698 2021 Bridge Debentures - 6,759,642 2022 Bridge Debentures - 7,810,509 Public and private warrants 10,378,750 - Assumed warrants 1,905,853 1,905,853 Assumed options 2,273,099 2,965,500 Total antidilutive shares 14,557,702 24,088,202 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured on a recurring basis | Fair Value Measurements Using Inputs Considered as: March 31, 2023 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 311 $ 302 $ 9 $ - Total liabilities $ 311 $ 302 $ 9 $ - Fair Value Measurements Using Inputs Considered as: December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 311 $ 302 $ 9 $ - Total liabilities $ 311 $ 302 $ 9 $ - |
Business Segment (Tables)
Business Segment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Segment [Abstract] | |
Schedule of operations by business segment | Three Months Ended March 31, Revenue Earnings 2023 2022 2023 2022 FOXO Labs $ 7 $ 32 $ (290 ) $ (504 ) FOXO Life 6 8 (647 ) (803 ) 13 40 (937 ) (1,307 ) Corporate and other (a) (6,477 ) (10,738 ) Interest expense (225 ) (322 ) Total $ 13 $ 40 $ (7,639 ) $ (12,367 ) (a) Corporate and other includes stock-based compensation, including the consulting agreement, expense of $2,626 and depreciation and amortization expense of $929 for the three months ended March 31, 2023. For the three months ended March 31, 2022 corporate and other included stock-based compensation, depreciation, and changes in fair value of the convertible debentures of $231, $31, and $7,432 respectively. See Notes 4, 6, and 9 for additional information. |
Liquidity and Management's Pl_2
Liquidity and Management's Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Liquidity And Managements Plan [Abstract] | |||
Net loss | $ 7,639 | ||
Accumulated deficit | 154,870 | ||
Cash used in operating activities | 3,360 | ||
Cash and cash equivalents | 2,155 | ||
Convertible debentures | $ 28,000 | $ 28,000 | |
Initially intended capital amount | $ 300,000 |
Intangible Assets and Cloud C_3
Intangible Assets and Cloud Computing Arrangements (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment charges | $ 922 |
Intangible Assets and Cloud C_4
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of intangible assets - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of components of intangible assets [Abstract] | ||
Epigenetics pipeline | $ 592 | $ 592 |
Underwriting API | 840 | 840 |
Longevity API | 717 | 717 |
Less: accumulated amortization | (286) | (106) |
Intangible assets | $ 1,863 | $ 2,043 |
Intangible Assets and Cloud C_5
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of cloud computing arrangements - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of cloud computing arrangements [Line Items] | ||
Other assets | $ 1,483 | $ 2,225 |
Less: accumulated amortization | (1,483) | (741) |
Digital insurance platform [Member] | ||
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of cloud computing arrangements [Line Items] | ||
Other assets | $ 2,966 | $ 2,966 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 20, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Senior notes percentage | 15% | ||
Aggregate principal amount | $ 3,458,000 | ||
Net proceeds | 2,918,000 | ||
Fees and expenses | $ 540,000 | ||
Bear interest percentage | 15% | ||
Interest rate (in Dollars per share) | $ 1,150 | ||
Current liabilities | $ 3,368,000 | ||
PIK interest | 135,000 | ||
Amortization of debt | $ 94 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||
Related party payable | $ 500 | ||||
Agreement term period | 12 months | ||||
Cash fee | $ 1,425 | ||||
Converted shares (in Shares) | 871,256 | ||||
Expenses recognized amount | $ 2,081 | ||||
Treasury Stock, Common, Shares (in Shares) | 80,000 | ||||
Class A Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Shares issued (in Shares) | 1,500,000 | ||||
Contractor Agreement [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Expenses recognized amount | $ 15 | ||||
Dr. Khaleghi [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Additional payment to related party | $ 0 | $ 27 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) [Line Items] | ||
Per share (in Dollars per share) | $ 0.0001 | |
Authorized shares | 510,000,000 | |
Shares of preferred stock | 10,000,000 | |
Preferred stock, shares issued | ||
Public warrants expire period | 5 years | |
Warrants, description | ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable; and ●if, and only if, the reported last sale price of the Company’s Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. | |
Initial public offering [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Common stock issued | 10,062,500 | |
Private Placement Warrants [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Shares of common stock warrants | 316,250 | |
Preferred Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Preferred stock, shares issued | 10,000,000 | |
Assumed Warrants [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Common stock per share (in Dollars per share) | $ 6.21 | |
Class A Common Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Per share (in Dollars per share) | $ 11.5 | |
Shares of common stock | 500,000,000 | |
Common stock issued | 1 | |
Class A Common Stock [Member] | Assumed Warrants [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Common stock issued | 1 | |
Class B Common Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Common stock issued | 1,905,853 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Earnings Per Share [Abstract] | |
Management contingent shares | 4,237,000 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Basic and Diluted Earnings Per Share [Abstract] | ||
Net loss available to common shares | $ (7,639) | $ (12,367) |
Class A Common Stock [Member] | ||
Schedule of Basic and Diluted Earnings Per Share [Abstract] | ||
Basic and diluted weighted average number | 23,181,000 | 5,827,000 |
Basic and diluted net loss available | $ (0.33) | $ (2.12) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of basic and diluted earnings per share (Parentheticals) - Class A Common Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Basic and Diluted Earnings Per Share [Abstract] | ||
Diluted weighted average number | 23,181,000 | 5,827,000 |
Diluted net loss available | $ (0.33) | $ (2.12) |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of antidilutive and reduce the net loss per common stock - shares | Mar. 31, 2023 | Mar. 31, 2022 |
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock [Abstract] | ||
Series A preferred stock | 4,646,698 | |
Public and private warrants | 10,378,750 | |
Assumed warrants | 1,905,853 | 1,905,853 |
Assumed options | 2,273,099 | 2,965,500 |
Total antidilutive shares | 14,557,702 | 24,088,202 |
2021 Bridge Debentures [Member] | ||
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock [Abstract] | ||
Bridge Debentures | 6,759,642 | |
2022 Bridge Debentures [Member] | ||
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock [Abstract] | ||
Bridge Debentures | 7,810,509 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured on a recurring basis - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Total liabilities | $ 311 | $ 311 |
Forward Purchase Collateral Derivative [Member] | ||
Liabilities: | ||
Total liabilities | 311 | |
2021 Bridge Debentures [Memebr] | ||
Liabilities: | ||
Total liabilities | 311 | |
Level 1 [Member] | ||
Liabilities: | ||
Total liabilities | 302 | 302 |
Level 1 [Member] | Forward Purchase Collateral Derivative [Member] | ||
Liabilities: | ||
Total liabilities | 302 | |
Level 1 [Member] | 2021 Bridge Debentures [Memebr] | ||
Liabilities: | ||
Total liabilities | 302 | |
Level 2 [Member] | ||
Liabilities: | ||
Total liabilities | 9 | 9 |
Level 2 [Member] | Forward Purchase Collateral Derivative [Member] | ||
Liabilities: | ||
Total liabilities | 9 | |
Level 2 [Member] | 2021 Bridge Debentures [Memebr] | ||
Liabilities: | ||
Total liabilities | 9 | |
Level 3 [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | Forward Purchase Collateral Derivative [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | 2021 Bridge Debentures [Memebr] | ||
Liabilities: | ||
Total liabilities |
Foxo Life Insurance Company (De
Foxo Life Insurance Company (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Foxo Life Insurance Company (Details) [Line Items] | |
Statutory capital | $ 5,002 |
Amount earned | 51 |
Claims incurred | 251 |
Authorized | 4,751 |
FOXO Life Insurance Company [Member] | |
Foxo Life Insurance Company (Details) [Line Items] | |
Cash | $ 200 |
Business Segment (Details)
Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting [Abstract] | ||
Depreciation expense | $ 2,626 | $ 231 |
Fair value of convertible debentures | $ 929 | |
Change in fair value of convertible debentures and warrant liability expense | 31 | |
Investment impairment | $ 7,432 |
Business Segment (Details) - Sc
Business Segment (Details) - Schedule of operations by business segment - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Segment Reporting Information [Line Items] | |||
Revenue | $ 13 | $ 40 | |
Earnings | (937) | (1,307) | |
Corporate and other | [1] | (6,477) | (10,738) |
Interest expense | (225) | (322) | |
Total Revenue | 13 | 40 | |
Total Earnings | (7,639) | (12,367) | |
FOXO Labs [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7 | 32 | |
Earnings | (290) | (504) | |
FOXO Life [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 6 | 8 | |
Earnings | $ (647) | $ (803) | |
[1] Corporate and other includes stock-based compensation, including the consulting agreement, expense of $2,626 and depreciation and amortization expense of $929 for the three months ended March 31, 2023. For the three months ended March 31, 2022 corporate and other included stock-based compensation, depreciation, and changes in fair value of the convertible debentures of $231, $31, and $7,432 respectively. See Notes 4, 6, and 9 for additional information. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Commitments and Contingencies [Abstract] | |
Number of purchase unit (in Shares) | shares | 10,000 |
Supplies outstanding (in Shares) | shares | 3,000 |
commitment amount | $ 92 |
Remaining purchase obligation | 146 |
Primarily related to an advisor fee | $ 238 |
Convertible debenture percentage | 12.50% |
Claims damages cost | $ 6,207 |
Severance and related expense | 696 |
Accrued severance expense | 879 |
Management expenses | $ 9,130 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2023 | Mar. 31, 2023 | Apr. 27, 2023 | Mar. 31, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Common stock rate of shares | 1,905,853 | 1,905,853 | ||
Shares of common stock | 4,321,875 | |||
Percentage of original principal amount | 1.25% | |||
Original principal amount (in Dollars per share) | $ 1 | |||
Class A Common Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Obligation to shares issued | 1,905,853 | |||
Shares of common stock | 9,205,270 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Impairement loss (in Dollars) | $ 1,425 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Common stock rate of shares | 4.83 | |||
The 2022 Debenture Release [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Shares of common stock | 18,760,000 | |||
Percentage of original principal amount | 0.67% | |||
Original principal amount (in Dollars per share) | $ 1 |