FOXO (FOXO) S-1 23 Jun 23 IPO registration Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2023
Document Information Line Items
Entity Registrant Name	FOXO TECHNOLOGIES INC.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001812360
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 2,155	$ 5,515	$ 6,856
Supplies	1,302	1,313	295
Prepaid expenses	2,117	2,686	444
Prepaid consulting fees	595	2,676
Other current assets	107	114	23
Total current assets	6,276	12,304	7,618
Intangible assets	1,863	2,043	191
Reinsurance recoverables		18,573	19,463
Cloud computing arrangements	1,483	2,225	2,745
Other assets	251	263	287
Total assets	9,873	35,408	30,304
Current liabilities
Accounts payable	2,977	3,466	3,456
Related party payable	500	500
Senior PIK Notes	3,368	1,409
Accrued severance	1,212	1,045
Accrued and other liabilities	528	493	402
Related party convertible debentures			9,967
Convertible debentures			22,236
Total current liabilities	8,585	6,913	36,061
Warrant liability	311	311
Senior PIK Notes		1,730
Policy reserves		18,573	19,463
Other liabilities	1,007	1,173
Total liabilities	9,903	28,700	55,524
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit)
Undesignated preferred stock, $.00001 par value;90,000,000 shares authorized, none issued and outstanding as of December 31, 2021
Non-redeemable preferred stock series A, $.00001 par value; 10,000,000 shares authorized, 8,000,000 shares issued and outstanding as of December 31, 2021			21,854
Common stock class B, $.00001 par value, 100,000,000 shares authorized; 2,000,000 shares issued and outstanding as of December 31, 2021
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	4,902
Accumulated deficit	(154,870)	(147,231)	(51,976)
Total stockholders’ equity (deficit)	(30)	6,708	(25,220)
Total Liabilities and Stockholders’ Equity (Deficit)	$ 9,873	$ 35,408	$ 30,304

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
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
Undesignated preferred stock, par value (in Dollars per share)			$ 0.00001
Undesignated preferred stock, shares authorized			90,000,000
Undesignated preferred stock, shares issued
Undesignated preferred stock, shares outstanding
Class A Common Stock
Statement [Line Items]
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
Class A Common Stock | FOXO Technologies Inc.
Statement [Line Items]
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock, shares authorized		500,000,000
Common stock, shares issued		29,558,830
Common stock, shares outstanding		27,529,069
Class A Common Stock | FOXO Technologies Operating Company
Statement [Line Items]
Common stock, par value (in Dollars per share)			$ 0.00001
Common stock, shares authorized			500,000,000
Common stock, shares issued			30,208
Common stock, shares outstanding			30,208
Non-Redeemable Preferred stock Series A
Statement [Line Items]
Preferred stock, par value (in Dollars per share)			$ 0.00001
Preferred stock, shares authorized			10,000,000
Preferred stock, shares issued			8,000,000
Preferred stock, shares outstanding			8,000,000
Class B Common Stock | FOXO Technologies Operating Company
Statement [Line Items]
Common stock, par value (in Dollars per share)			$ 0.00001
Common stock, shares authorized			100,000,000
Common stock, shares issued			2,000,000
Common stock, shares outstanding			2,000,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Total revenue	$ 13	$ 40	$ 511	$ 120
Cost of sales			344
Gross profit			167	120
Operating expenses:
Research and development	309	601	3,047	4,879
Management contingent share plan	764		10,091
Selling, general and administrative	6,332	4,002	27,196	10,272
Total operating expenses	7,405	4,603	40,334	15,151
Loss from operations	(7,392)	(4,563)	(40,167)	(15,031)
Non-cash change in fair value of convertible debentures		(7,432)	(28,180)	(21,703)
Change in fair value of warrant liability			2,076
Forward purchase agreement expense			(27,337)
Interest expense	(225)	(322)	(1,440)	(1,118)
Investment impairment				(400)
Other expense	(22)	(50)	(207)	(236)
Total non-operating expense	(247)	(7,804)	(55,088)	(23,457)
Loss before income taxes	(7,639)	(12,367)	(95,255)	(38,488)
Provision for income taxes
Net loss	$ (7,639)	$ (12,367)	$ (95,255)	$ (38,488)
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)	$ (8.4)	$ (6.61)

Consolidated Statements of Op_2

Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock
Statement [Line Items]
Net loss per common stock, basic	$ (0.33)	$ (2.12)	$ (8.40)	$ (6.61)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
FOXO Technologies Operating Company | Series A | Preferred Stock
Statement [Line Items]
Balance		$ 21,854	$ 21,854	$ 21,854
Balance (in Shares)		8,000,000	8,000,000	8,000,000
Activity prior to the business combination:
Warrant repurchase
Issuance of shares for consulting agreement
Issuance of shares for consulting agreement (in Shares)
Conversion of Series A Preferred Stock			$ (21,854)
Conversion of Series A Preferred Stock (in Shares)			(8,000,000)
Conversion of Bridge Loans
Conversion of Bridge Loans (in Shares)
Conversion of Class B Common Stock
Conversion of Class B Common Stock (in Shares)
Conversion of existing Class A Common Stock
Conversion of existing Class A Common Stock (in Shares)
Reverse recapitalization
Reverse recapitalization (in Shares)
Net loss
Lease contributions
Stock based compensation
Stock based compensation (in Shares)
Subscriptions received
Warrants issued
Issuance of shares for restricted stock
Issuance of shares for restricted stock (in Shares)
Issuance of shares for exercised stock options
Issuance of shares for exercised stock options (in Shares)
Net loss
Equity-based compensation
Equity-based compensation (in Shares)
Cantor Commitment Fee
Cantor Commitment Fee (in Shares)
Share repurchase and forward purchase agreement settlement
Share repurchase and forward purchase agreement settlement (in Shares)
Balance		$ 21,854		$ 21,854
Balance (in Shares)		8,000,000		8,000,000
FOXO Technologies Operating Company | Class A | Common Stock
Statement [Line Items]
Balance
Balance (in Shares)		30,208	30,208
Activity prior to the business combination:
Warrant repurchase
Issuance of shares for consulting agreement
Issuance of shares for consulting agreement (in Shares)			1,500,000
Conversion of Series A Preferred Stock
Conversion of Series A Preferred Stock (in Shares)			8,000,000
Conversion of Bridge Loans
Conversion of Bridge Loans (in Shares)			15,172,729
Conversion of Class B Common Stock
Conversion of Class B Common Stock (in Shares)			2,000,000
Conversion of existing Class A Common Stock
Conversion of existing Class A Common Stock (in Shares)			(26,717,883)
Reverse recapitalization
Reverse recapitalization (in Shares)
Net loss
Lease contributions
Stock based compensation
Stock based compensation (in Shares)
Subscriptions received
Warrants issued
Issuance of shares for restricted stock (in Shares)				30,000
Issuance of shares for exercised stock options
Issuance of shares for exercised stock options (in Shares)		14,946	14,946	208
Net loss
Equity-based compensation
Equity-based compensation (in Shares)
Cantor Commitment Fee
Cantor Commitment Fee (in Shares)
Share repurchase and forward purchase agreement settlement
Share repurchase and forward purchase agreement settlement (in Shares)
Balance
Balance (in Shares)		45,154		30,208
FOXO Technologies Operating Company | Class B | Common Stock
Statement [Line Items]
Balance
Balance (in Shares)		2,000,000	2,000,000	2,000,000
Activity prior to the business combination:
Warrant repurchase
Issuance of shares for consulting agreement
Issuance of shares for consulting agreement (in Shares)
Conversion of Series A Preferred Stock
Conversion of Series A Preferred Stock (in Shares)
Conversion of Bridge Loans
Conversion of Bridge Loans (in Shares)
Conversion of Class B Common Stock
Conversion of Class B Common Stock (in Shares)			(2,000,000)
Conversion of existing Class A Common Stock
Conversion of existing Class A Common Stock (in Shares)
Reverse recapitalization
Reverse recapitalization (in Shares)
Net loss
Lease contributions
Stock based compensation
Stock based compensation (in Shares)
Subscriptions received
Warrants issued
Issuance of shares for restricted stock
Issuance of shares for restricted stock (in Shares)
Issuance of shares for exercised stock options
Issuance of shares for exercised stock options (in Shares)
Net loss
Equity-based compensation
Equity-based compensation (in Shares)
Cantor Commitment Fee
Cantor Commitment Fee (in Shares)
Share repurchase and forward purchase agreement settlement
Share repurchase and forward purchase agreement settlement (in Shares)
Balance
Balance (in Shares)		2,000,000		2,000,000
FOXO Technologies Inc. | Class A | Common Stock
Statement [Line Items]
Balance	$ 3
Balance (in Shares)	29,669,830
Activity prior to the business combination:
Warrant repurchase
Issuance of shares for consulting agreement
Issuance of shares for consulting agreement (in Shares)
Conversion of Series A Preferred Stock
Conversion of Series A Preferred Stock (in Shares)
Conversion of Bridge Loans
Conversion of Bridge Loans (in Shares)
Conversion of Class B Common Stock
Conversion of Class B Common Stock (in Shares)
Conversion of existing Class A Common Stock			$ 1
Conversion of existing Class A Common Stock (in Shares)			15,518,705
Reverse recapitalization			$ 1
Reverse recapitalization (in Shares)			8,143,649
Net loss
Lease contributions
Stock based compensation
Stock based compensation (in Shares)	(111,000)
Subscriptions received
Warrants issued
Issuance of shares for restricted stock
Issuance of shares for restricted stock (in Shares)
Issuance of shares for exercised stock options
Issuance of shares for exercised stock options (in Shares)
Net loss
Equity-based compensation			$ 1
Equity-based compensation (in Shares)			5,517,000
Cantor Commitment Fee
Cantor Commitment Fee (in Shares)			190,476
Vendor share issuance
Vendor share issuance (in Shares)			300,000
Share repurchase and forward purchase agreement settlement
Share repurchase and forward purchase agreement settlement (in Shares)
Balance	$ 3		$ 3
Balance (in Shares)	29,558,830		29,669,830
FOXO Technologies Inc. | Treasury Stock
Statement [Line Items]
Balance (in Shares)	(2,140,761)
Activity prior to the business combination:
Issuance of shares for consulting agreement (in Shares)
Conversion of Series A Preferred Stock (in Shares)
Conversion of Bridge Loans (in Shares)
Conversion of Class B Common Stock (in Shares)
Conversion of existing Class A Common Stock (in Shares)
Reverse recapitalization (in Shares)
Stock based compensation (in Shares)
Issuance of shares for restricted stock (in Shares)
Issuance of shares for exercised stock options (in Shares)
Equity-based compensation (in Shares)
Cantor Commitment Fee (in Shares)
Vendor share issuance (in Shares)
Share repurchase and forward purchase agreement settlement (in Shares)			(2,140,761)
Balance (in Shares)	(2,140,761)		(2,140,761)
Additional Paid-in- Capital
Statement [Line Items]
Balance	$ 153,936	$ 4,902	$ 4,902	$ 4,104
Activity prior to the business combination:
Warrant repurchase			(507)
Issuance of shares for consulting agreement			6,900
Conversion of Series A Preferred Stock			21,854
Conversion of Bridge Loans			88,975
Conversion of Class B Common Stock
Reverse recapitalization			19,688
Net loss
Lease contributions		136	225	547
Stock based compensation	901	251	716	238
Subscriptions received
Warrants issued				13
Issuance of shares for restricted stock
Issuance of shares for exercised stock options
Net loss
Equity-based compensation			10,363
Cantor Commitment Fee			1,600
Vendor share issuance			376
Share repurchase and forward purchase agreement settlement			(1,156)
Balance	154,837	5,289	153,936	4,902
Accumulated Deficit
Statement [Line Items]
Balance	(147,231)	(51,976)	(51,976)	(13,488)
Activity prior to the business combination:
Warrant repurchase
Issuance of shares for consulting agreement
Conversion of Series A Preferred Stock
Conversion of Bridge Loans
Conversion of Class B Common Stock
Conversion of existing Class A Common Stock
Reverse recapitalization
Net loss	(7,639)	(12,367)	(45,437)	(38,488)
Lease contributions
Stock based compensation
Subscriptions received
Warrants issued
Issuance of shares for restricted stock
Issuance of shares for exercised stock options
Net loss			(49,818)
Equity-based compensation
Cantor Commitment Fee
Share repurchase and forward purchase agreement settlement
Balance	(154,870)	(64,343)	(147,231)	(51,976)
Stockholder Subscription Receivable
Statement [Line Items]
Balance				(3,750)
Activity prior to the business combination:
Warrant repurchase
Issuance of shares for consulting agreement
Conversion of Series A Preferred Stock
Conversion of Bridge Loans
Conversion of Class B Common Stock
Reverse recapitalization
Net loss
Lease contributions
Stock based compensation
Subscriptions received				3,750
Warrants issued
Issuance of shares for restricted stock
Issuance of shares for exercised stock options
Net loss
Equity-based compensation
Cantor Commitment Fee
Share repurchase and forward purchase agreement settlement
Balance
Balance	6,708	(25,220)	(25,220)	8,720
Warrant repurchase			(507)
Issuance of shares for consulting agreement			6,900
Conversion of Series A Preferred Stock
Conversion of Bridge Loans			88,975
Conversion of Class B Common Stock
Conversion of existing Class A Common Stock			1
Reverse recapitalization			19,689
Net loss	(7,639)	(12,367)	(45,437)	(38,488)
Lease contributions		136	225	547
Stock based compensation	901	251	716	238
Subscriptions received				3,750
Warrants issued				13
Issuance of shares for restricted stock
Issuance of shares for exercised stock options
Net loss			(49,818)
Equity-based compensation			10,364
Cantor Commitment Fee			1,600
Vendor share issuance			376
Share repurchase and forward purchase agreement settlement			(1,156)
Balance	$ (30)	$ (37,200)	$ 6,708	$ (25,220)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (7,639)	$ (12,367)	$ (95,255)	$ (38,488)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	929	31	1,487	98
Impairment charges			1,370	400
Stock-based compensation	901	231	11,035	131
Cantor commitment fee paid in common stock			1,600
Loss on settlement of the forward purchase agreement paid in common stock			270
Release of forward purchase agreement collateral upon cancellation			26,773
Vendor share issuance paid in common stock			376
Amortization of consulting fees paid in common stock	1,725		4,679
Change in fair value of convertible debentures		7,432	28,180	21,703
Change in fair value of warrants			(2,076)
Conversion of accrued interest			593
PIK interest	135		130
Amortization of debt issuance costs	94		91
Contributions in the form of rent payments		136	225	547
Amortization of right-of-use assets			28
Accretion of operating lease liabilities			(28)
Recognition of prepaid offering costs upon election of fair value option		107	107
Accretion of interest earned on investment in convertible promissory note				(32)
Other	6		6	14
Changes in operating assets and liabilities:
Supplies	11	57	(1,018)	(295)
Prepaid expenses and consulting fees	925	(132)	(2,832)	117
Other current assets	7		(91)	(6)
Other assets			(100)
Cloud computing arrangements		(621)	(1,773)	(2,488)
Reinsurance recoverables			890	305
Accounts payable	(489)	(2,209)	127	3,090
Accrued and other liabilities	35	149	2,336	154
Policy reserves			(890)	(305)
Net cash used in operating activities	(3,360)	(7,186)	(23,760)	(15,055)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(39)	(110)	(118)
Asset acquisition, net of cash acquired				(63)
Development of internal use software		(519)	(1,760)	(124)
Acquisition of convertible promissory note				(50)
Net cash used in investing activities		(558)	(1,870)	(355)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of related party convertible debentures				3,250
Proceeds from issuance of convertible debentures		22,500	28,000	7,250
Warrant repurchase			(507)
Senior PIK Notes proceeds			3,458
Reverse recapitalization proceeds			23,237
Forward purchase agreement			(30,561)
Forward purchase agreement collateral release			2,362
Deferred offering costs		(19)	(540)	(107)
Related party promissory note			(1,160)
Proceeds received from stockholder subscription receivable				3,750
Net cash provided by financing activities		22,481	24,289	14,143
Net increase (decrease) in cash and cash equivalents	(3,360)	14,737	(1,341)	(1,267)
Cash and cash equivalents at beginning of period	5,515	6,856	6,856	8,123
Cash and cash equivalents at end of period	$ 2,155	$ 21,593	5,515	6,856
NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of phantom equity to stock options				54
Issuance of warrants				1
Conversion of debt			88,382
Conversion of preferred stock			21,854
Accrued internal use software			239
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized			$ 1,219	$ 1,131

Description of Business

Description of Business	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	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. On August 20, 2021, the Company completed its acquisition of Memorial Insurance Company of America (“MICOA”) and renamed it FOXO Life Insurance Company. 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 FOXO Transaction Agreement (collectively, the “Transaction” or the “Business Combination”). Simultaneously with the execution of the Merger Agreement, Delwinds entered into a Common Stock Purchase Agreement (the “ELOC Agreement”) with CF Principal Investments LLC (the “Cantor Investor”), pursuant to which, assuming satisfaction of certain conditions and subject to limitations set forth in the ELOC Agreement, the Company would have the right, from time to time to sell the Cantor Investor up to $40,000 in shares of the Company’s Class A common stock (the “Class A Common Stock”) until the first day of the next month following the 36-month anniversary of when the Securities and Exchange Commission (“SEC”) has declared effective a registration statement covering the resale of such shares of Class A Common Stock or until the date on which the facility has been fully utilized, if earlier. The ELOC Agreement was subsequently cancelled. See Note 7 for additional information. 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 is a wholly-owned subsidiary of FOXO Life, LLC. 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. In accordance with the terms of the Merger Agreement, at Closing, the Company (i) acquired 100% of the issued and outstanding FOXO Technologies Operating Company Class A common stock (the “FOXO Class A Common Stock”) in exchange for equity consideration in the form of the Company’s Class A Common Stock, (ii) acquired 100% of the issued and outstanding shares of FOXO Technologies Operating Company Class B common stock (the “FOXO Class B Common Stock”) in exchange for equity consideration in the form of the Company’s Class A Common Stock. Immediately prior to the Closing, the following transactions occurred: ● 8,000,000 shares of FOXO Technologies Operating Company Series A preferred stock (the “FOXO Preferred Stock”) were exchanged for 8,000,000 shares of FOXO Class A Common Stock. ● The 2021 Bridge Debentures (as defined in Note 5) in the principal amount, together with accrued and unpaid interest, of $24,402 were converted into 6,759,642 shares of FOXO Class A Common Stock. ● The holders of the 2022 Bridge Debentures (as defined in Note 5) in the principal amount, together with accrued and unpaid interest, of $34,496 were converted into 7,810,509 shares of FOXO Class A Common Stock. As a result of and upon the Closing, among other things, (1) all outstanding shares of FOXO Class A Common Stock (after giving effect to the conversion of the FOXO Preferred Stock, the 2021 Bridge Debentures, and 2022 Bridge Debentures into share of FOXO Class A Common Stock) and FOXO Class B Common Stock were converted into 15,518,705 shares of the Company’s Class A Common Stock, (2) all FOXO options and FOXO warrants outstanding immediately before the Closing (“Assumed Options” and “Assumed Warrants”, as applicable) were assumed and converted, subject to adjustment pursuant to the terms of the Merger Agreement, into options and warrants, respectively, of the Company, exercisable for share of the Company’s Class A Common Stock and (3) other than the Assumed Options and Assumed Warrants, all other convertible securities and other rights to purchase capital stock of FOXO Technologies Operating Company were retired and terminated, if they were not converted, exchanged or exercised for FOXO Technologies Operating Company stock immediately prior the Closing.

Liquidity and Management's Plan

Liquidity and Management's Plan	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	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 year ended December 31, 2022, the Company incurred a net loss of $95,255. As of December 31, 2022, the Company had an accumulated deficit of $147,231. Cash used in operating activities for the year ended December 31, 2022 was $23,760. As of December 31, 2022, the Company had $513 of available cash and cash equivalents, excluding amounts required to be held as statutory capital and surplus by FOXO Life Insurance Company. See Note 13 for additional information on the statutory capital and surplus held at FOXO Life Insurance Company. 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 has 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. The ELOC 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. The Company entered into a letter of intent to sell FOXO Life Insurance Company in order to gain access to the cash held as statutory capital and surplus at FOXO Life Insurance Company. See Notes 13 and 17 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. 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	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Pursuant to the Business Combination, the acquisition of FOXO Technologies Operating Company by Delwinds was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method, Delwinds was treated as the “acquired” company for financial reporting purposes. For accounting purposes the Reverse Recapitalization was treated as the equivalent of FOXO Technologies Operating Company issuing equity securities for the net assets of Delwinds, accompanied by a recapitalization. The net assets of Delwinds are stated at historical cost, with no goodwill or other intangible asset being recorded. The condensed assets, liabilities and results of operations prior the Reverse Recapitalization are those of FOXO Technologies Operating Company. PRINCIPLES OF CONSOLIDATION The consolidated financial statements are presented in accordance with U.S. GAAP. The consolidated financial statements include the accounts of FOXO and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. EMERGING GROWTH COMPANY The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 and as modified by the Jumpstart Our Business Startups Act of 2012, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult because of the potential differences in accounting standards used. USE OF ESTIMATES The preparation of the 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. It is reasonably possible that actual experience could differ from the estimates and assumptions utilized. All revisions to accounting estimates are recognized in the period in which the estimates are revised. A description of each critical estimate is incorporated within the discussion of the related accounting policies which follow. CASH AND CASH EQUIVALENTS The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. At times, cash account balances may exceed insured limits. The Company has not experienced any losses related to such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents. IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews its long-lived assets, including property and equipment and right-of-use assets, to determine potential impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset group with the future undiscounted cash flows the assets are expected to generate. If such assets are considered impaired, an impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets. Management determined that there were impairments of long-lived assets as of December 31, 2022 and no impairment as of December 31, 2021. See Note 4 for additional information. INVESTMENTS The Company’s investments do not have readily determinable fair values and consist of convertible promissory notes and membership interest units in privately held companies. These investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company regularly evaluates these investments to determine if there are indicators that the investment is impaired. For the year ended December 31, 2021, the Company recorded an impairment charge of $400 related to one of its investments as a result of the investee’s lack of success in raising additional capital along with its financial condition. As of December 31, 2022 and 2021, the carrying value of the investments was $100 and recorded as other assets on the consolidated balance sheets. CAPITALIZED IMPLEMENTATION COSTS The Company capitalizes certain development costs associated with internal use software and cloud computing arrangements incurred during the application development stage. The Company expenses costs associated with preliminary project phase activities, training, maintenance, and any post-implementation costs as incurred. Capitalized costs related to projects to develop internal use software are included within intangible assets on the consolidated balance sheets, while capitalized costs related to cloud computing arrangements are included within cloud computing arrangements on the consolidated balance sheets. Capitalized costs are amortized on a straight-line basis once application development is complete based on the estimated life of the asset or the expected term of the contract, as applicable. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 – defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Level 3 – defined as unobservable inputs in which little or no market data exits, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure the fair value might be categorized within different levels of the fair value hierarchy. In these instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. DERIVATIVE INSTRUMENTS The Company does not use derivative instruments to hedge exposure to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants and forward share purchase obligations, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity,” “Derivatives and Hedging – Embedded Derivatives.” DEBT The Company issued convertible debentures to related and nonrelated parties, which included original issue discounts, conversion features and detachable warrants, as further discussed in Note 5 to these consolidated financial statements. The detachable warrants represent freestanding, separable equity-linked financial instruments recorded at fair value. The fair value of the detachable warrants is calculated using a Black-Scholes valuation model. The Company elected the fair value option for the convertible debt, which requires recognition at fair value upon issuance and on each balance sheet date thereafter. Changes in the estimated fair value are recognized as non-cash change in fair value of convertible debentures in the consolidated statements of operations. As a result of applying the fair value option, direct costs and fees related to the issuance of the convertible debt were expensed and not deferred. The Company did not elect the fair value option on the PIK Notes. Debt discount and issuance costs, consisting of legal and other fees directly related to the debt issuance, are offset against the carrying value of the debt and amortized to interest expense over the estimated life of the debt based on the effective interest method. REVENUE RECOGNITION The Company’s revenues consist of royalties based on the Company’s epigenetic biomarker research, agents’ commissions earned on the sale, servicing and placement of life insurance policies, and epigenetic testing services sold primarily to research organizations. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To recognize revenues, the Company applies the following five step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenues when a performance obligation is satisfied. The Company accounts for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience. As of December 31, 2022 the Company had a contract asset of $200 recorded with $100 recorded within other current assets and $100 within other assets in the consolidated balance sheet. The contract asset relates to epigenetic biomarker services and the Company should receive payments in July 2023 and July 2024 to settle the balance. The Company has satisfied its performance obligations for this service and has no other contract assets or liabilities related to revenue arrangements or transactions in the periods presented. The following sets forth the revenue by source generated from services provided by the Company: 2022 2021 Epigenetic biomarker services $ 400 $ - Epigenetic biomarker royalties 83 85 Life insurance commissions 28 35 Total revenue $ 511 $ 120 FOXO Labs — Epigenetic biomarker services FOXO Labs receives epigenetic biomarker services revenue from the performance of lab services. The Company’s performance obligation is satisfied when the Company completes the epigenetic biomarker data analysis. At the completion of the biomarker testing, results are reviewed and released to the customer. The Company subsequently bills the organization for the epigenetic biomarker data based on the transaction price, which reflects the amount the Company has rights to under present contracts. Revenue is recognized and reported within the FOXO Labs reportable segment over the life of the contract as work is performed, as FOXO Labs has an enforceable right to payment as the performance is being completed. Revenue is recorded gross as the Company is responsible for fulfilling the obligations to the customer and has inventory risk, among other reasons. The corresponding expenses are shown as cost of sales in the consolidated statements of operations. FOXO Labs — Epigenetic biomarker royalties The Company has granted a license to Illumina, Inc. (“Illumina”) for the exclusive right to manufacture and sell infinium mouse methylation arrays using the Company’s research on epigenetic biomarkers in exchange for a royalty on global sales. Illumina provides reporting to the Company so that revenue can be properly recognized as the license is used. Epigenetic biomarker royalties are recorded with the FOXO Labs reportable segment. During the third quarter of 2022, the royalty was reduced from 5% to 1.25% in exchange for eliminating a purchase commitment where the Company was previously required to purchase mouse methylation arrays from Illumina. FOXO LIFE — Life insurance commissions FOXO Life, LLC, currently an insurance agency, receives insurance commission revenue from the distribution and sale of life insurance policies based on a percentage of the premiums paid by its customers. These commission revenues are substantially recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the client, as well as deferring certain revenues to reflect delivery of services over the contract period and are reported within the FOXO Life reportable segment. Commissions are fixed at the contract effective date and generally are based on a percentage of premiums for insurance coverage. Commission rates vary depending on a variety of factors, including the type of risk being placed, the particular underwriting enterprise’s demand, expected loss experience of the particular risk of coverage, and historical benchmarks surrounding the level of effort necessary for the Company to place and service the insurance contract. The Company recognizes approximately 80% of commissions earned from the initial life insurance placement on the effective date of the underlying insurance contract. The amount of revenue recognized is based on costs to provide services up and through that effective date, including an appropriate estimate of profit margin on a portfolio basis (a practical expedient as defined in ASC 606, Revenue from Contracts with Customers EQUITY-BASED COMPENSATION The Company measures all equity-based payments, including options and restricted stock to employees, service providers and nonemployee directors, using a fair-value based method. The cost of services received from employees and nonemployee directors in exchange for awards of equity instruments is recognized in the consolidated statements of operations based on the estimated fair value of those awards on the grant date or reporting date, if required to be remeasured, and amortized on a straight-line basis over the requisite service period. The Black-Scholes valuation model requires the input of assumptions, including the exercise price, volatility, expected term, discount rate, and the fair value of the underlying stock on the date of grant. These inputs are provided at the grant date for an equity classified award and each measurement date for a liability classified award. See Note 8 for additional disclosures regarding the equity-based compensation program. RESEARCH AND DEVELOPMENT COSTS Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs and related benefits, as well as costs for outside consultants and professional services. INCOME TAXES Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is required to analyze its filing positions open to review and believes all significant positions have a “more-likely-than-not” likelihood of being upheld based on their technical merit and accordingly the Company has not identified any unrecognized tax benefits. NET LOSS PER SHARE Net loss per share of common stock is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC Topic 260, Earnings Per Share Loss Per Share ASSET ACQUISITIONS The Company follows the guidance in ASC 805, Business Combinations REINSURANCE The Company is subject to a 100% coinsurance agreement with the seller of MICOA, Security National Life Insurance Company. The amounts reported in the consolidated balance sheets as reinsurance recoverables include amounts billed to reinsurers on losses paid as well as estimates of amounts expected to be recovered from reinsurers on insurance liabilities that have not yet been paid. Reinsurance recoverables on unpaid losses are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. Insurance liabilities are reported gross of reinsurance recoverables. Management believes reinsurance recoverables are appropriately established. Reinsurance premiums are reflected in income in a manner consistent with the recognition of premiums on the reinsured contracts. Reinsurance does not extinguish the Company’s primary liability under the policies written. The Company regularly evaluates the financial condition of the reinsurer and establishes allowances for uncollectible reinsurance recoverables as appropriate. Revenues on traditional life insurance products subject to this reinsurance agreement consist of direct premiums reported as earned when due. Premium income includes premiums on reinsured policies and is reduced by premiums ceded. Expenses under the reinsurance agreement are also reduced by the amount ceded. POLICY RESERVES The Company establishes liabilities for amounts payable under insurance policies, including traditional life insurance and annuities. Generally, amounts are payable over an extended period. Liabilities for future policy benefits of traditional life insurance have been computed by using a net level premium method based upon estimates at the time of issue for investment yields, mortality and withdrawals. These estimates include provisions for experience less favorable than initially expected. Mortality assumptions are based on industry experience expressed as a percentage of standard mortality tables. Annuity liabilities are primarily associated with deferred annuity contracts. The deferred annuity contracts credit interest based on a fixed rate. Liabilities for deferred annuities are included without reduction for potential surrender charges. The liability is equal to accumulated deposits, plus interest credited, less policyholder withdrawals. Reserving assumptions for interest rates, mortality and expense are “locked in” upon the acquisition date for traditional life insurance contracts; significant changes in experience or assumptions may require the Company to provide for extended future losses by establishing premium deficiency reserves. Premium deficiency reserves are determined based on best estimate assumptions that exist at the time the premium deficiency reserve is established and do not include a provision for adverse deviation. RECENTLY ISSUED ACCOUNTING STANDARDS In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removed certain exceptions to the general principles in ASC 740 and clarified and amended existing guidance to improve consistent application. This amended guidance was effective for public entities for interim and annual periods beginning after December 15, 2021. The Company adopted ASU 2019-12 effective January 1, 2022 and it did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 Other pronouncements issued by the FASB with future effective dates are either not applicable or are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Intangible Assets and Cloud Com

Intangible Assets and Cloud Computing Arrangements	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Intangible Assets and Cloud Computing Arrangements [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.	Note 4 INTANGIBLE ASSETS AND CLOUD COMPUTING ARRANGEMENTS The components of intangible assets as of December 31, 2022 and December 31, 2021 were as follows: December 31, December 31, Insurance license $ - $ 63 Longevity pipeline 576 75 Underwriting API 770 53 Longevity API 697 - Intangible assets $ 2,043 $ 191 The acquisition of MICOA was accounted for as an asset acquisition and an indefinite-lived insurance license intangible asset was recognized for $63. The Company determined the asset was fully impaired upon entering a letter of intent to sell the FOXO Life Insurance Company as the costs to sell the insurance license was greater than the carrying value. The impairment charge has been recorded in the FOXO Life reportable segment and within selling, general and administrative expenses. During the year ended December 31, 2021, the Company began developing internal use software related to the development of a longevity methylation pipeline for epigenetic data and underwriting application programming interface (“API”). During the year ended December 31, 2022, the Company began developing a longevity API to show the results derived from the longevity pipeline. The Company has capitalized costs incurred during the application development stage and has determined that these intangible assets have a finite life. Application development on these projects was completed in the fourth quarter of 2022. Amortization is recorded on a straight-line basis within selling, general and administrative expenses. The components of cloud computing arrangements as of December 31, 2022 and December 31, 2021 were as follows: December 31, December 31, Digital insurance platform $ 2,225 $ 1,980 Health study tool - 765 Cloud computing arrangements $ 2,225 $ 2,745 The Company entered into a cloud computing arrangement to develop a digital insurance platform and health study tool. Costs related to the application development phase are included in cloud computing arrangements. The Company finished the application development phase in the fourth quarter of 2022 and began amortizing the assets on a straight-line basis within selling, general and administrative expenses over the remaining term of the contract, or one year from completing the application development phase, as the Company is not reasonably assured of renewing the contract. The Company subsequently determined that it is doubtful the health study tool will be used for its intended purpose through the end of its amortizable period and has recognized an impairment charge of $1,307 as selling, general and administrative expenses and within corporate and other consistent with the Company’s technology costs. The Company’s internal use software and cloud computing arrangements, including the longevity pipeline, underwriting API, longevity API, digital insurance platform and health study tool, include amounts capitalized for interest.

Debt

Debt	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 5 DEBT 15% Senior PIK Notes 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. The Company has recorded $1,409 as current liabilities based on the monthly installments with the remainder shown as long-term liabilities. As of December 31, 2022 the Company recognized $130 of contractual interest expense on the PIK Notes and $91 related to the amortization of debt issuance costs on the PIK Notes. 2021 Bridge Debentures During the first quarter of 2021, the Company entered into separate Securities Purchase Agreements with accredited investors (the “2021 Bridge Investors”), pursuant to which the Company issued its 12.5% Original Issue Discount (“OID”) Convertible Debentures for $11,812 in aggregate principal (“2021 Bridge Debentures”). The Company received net proceeds of $9,612 from the sale of the 2021 Bridge Debentures, after an OID of 12.5% and deducting fees and expenses of $888. The 2021 Bridge Debentures were executed in three tranches, with $7,883 in aggregate principal issued on January 25, 2021, $3,367 in aggregate principal issued on February 23, 2021, and $562 in aggregate principal issued on March 4, 2021. Convertible debentures for $3,656 in aggregate principal that were issued on January 25, 2021 to the Company’s former Chief Executive Officer, former Chief Operating Officer, and to an individual who provides consulting services to the Company were presented as related party debt. Each issuance of 2021 Bridge Debentures included detachable warrants for the right to purchase up to a total of 1,905,853 shares, after giving effect to the conversion of FOXO Class A Common Stock to the Company’s Class A Common Stock. Additional detachable warrants were issued to the underwriter of the issuance of the 2021 Bridge Debentures. The Company concluded the detachable warrants represent freestanding equity-linked financial instruments to be recorded at their fair value on each respective issuance date. The fair value of the detachable warrants was determined using a Black-Scholes valuation model. The additional underwriter warrants were subsequently assigned and surrendered to the Company in exchange for cash payments of approximately $507 during the second quarter of 2022. The 2021 Bridge Debentures accrued interest at a rate of 12% per annum and require interest only payments on a quarterly basis. The 2021 Bridge Debentures initially had a term of twelve months, but the Company retained the right to extend the maturity date for each issuance for an additional three-month period, a right which was exercised for each issuance during the first quarter of 2022. At that time, the Company entered into an amendment with the 2021 Bridge Investors (the “2021 Bridge Amendment”). The 2021 Bridge Amendment was executed to provide the Company additional time to finalize the Business Combination. The 2021 Bridge Amendment amended the terms of the 2021 Bridge Debentures to, among other things: (i) permit the Company to undertake another offering of convertible debentures, (ii) allow the Company to extend the maturity dates of the 2021 Bridge Debentures an additional five months following the end of the initial three-month extension period, discussed above, and (iii) implement additional amounts owed on the outstanding balance of the 2021 Bridge Debentures under certain circumstances, the first of which related to the signing of the Merger Agreement and resulted in an increase in the outstanding balance of approximately 135%, which was followed by an additional increase of approximately 145% of the outstanding balance when the 2021 Bridge Debentures remained outstanding at the end of the initial three-month extension period. 2022 Bridge Debentures During the first and second quarters of 2022, the Company entered into separate Securities Purchase Agreements with accredited investors (the “2022 Bridge Investors”), pursuant to which the Company issued its 10% OID Convertible Debentures for $30,800 in aggregate principal (“2022 Bridge Debentures”). The Company received net proceeds of $28,000 from the sale of the 2022 Bridge Debentures, after an OID of 10%. The 2022 Bridge Debentures were issued in three tranches, with $16,500 in aggregate principal issued on March 1, 2022, $8,250 in aggregate principal issued on March 3, 2022 and the remaining $6,050 in aggregate principal issued on April 27, 2022. The 2022 Bridge Debentures had a term of twelve months from the initial issuance dates and accrued interest at a rate of 12% per annum, of which 12 months was guaranteed. The Company retained the right to extend the maturity date for each issuance for an additional three-month period and incur an extension amount rate of 130% of the outstanding balance. The Company also had the option to prepay the 2022 Bridge Debentures at an amount equal to 120% of the sum of the outstanding principal and unpaid interest thereon if done within 365 days of the original issue date and 130% if during the extension period. In connection with the sale of the 2022 Bridge Debentures, FOXO entered into a letter agreement between FOXO and an in institutional investor (the “Bridge Investor Side Letter”) pursuant to which FOXO agreed to issue such investor in connection with the Closing, such number of shares of FOXO Class A Common Stock, to be issued immediately prior to the Closing, that would be exchangeable into 350,000 shares of Class A Common Stock. Pursuant to the terms of the Bridge Investor Side Letter, the institutional investor was issued 602,578 shares of FOXO Class A Common Stock which were then exchanged for 350,000 shares of Class A Common Stock. During the year ended December 31, 2022, the Company recognized contractual interest expense of $1,627 on the 2021 Bridge Debentures, comprised of $508 for related party holders and $1,119 for nonrelated party holders. The contractual interest expense on the 2022 Bridge Debentures was included in the fair value of the debt since the amount was known at the time of each issuance. The contractual interest on the 2022 Bridge Debentures as well as for the accrued and unpaid interest on the 2021 Bridge Debentures converted to shares of FOXO Class A Common Stock and subsequently exchanged for the Company’s Class A Common Stock as part of the Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 6 RELATED PARTY TRANSACTIONS Office Space The Company subleased its office space from the holder of the FOXO Preferred Stock through May of 2022. The holder of the FOXO Preferred Stock 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. Bridge Debentures Prior to the conversion of the Bridge Debentures to shares of FOXO Technologies Operating Company Class A and subsequent exchange for Class A Common Stock of the Company at Closing of the Business Combination, there were related party borrowings which are described in more detail in Note 5. Promissory Note On June 6, 2022, the Company executed a promissory note, pursuant to which it loaned Delwinds an aggregate principal amount of $1,160, which represented $0.035 per share of Delwinds Class A common stock that was not redeemed in connection with the extension of the SPAC’s termination date from June 15, 2022 to September 15, 2022. The Company loaned Delwinds $387 per month in June 2022, July 2022, and August 2022 prior to the Closing of the Business Combination. The outstanding balance on the promissory note eliminated upon consolidation with the Closing of the Business Combination. 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 December 31, 2022, $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 year ended December 31, 2022, $5,649 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 $99 and $18 for the years ended December 31, 2022 and 2021, 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 $29 of expense during the year ended December 31, 2022. 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	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 7 STOCKHOLDERS’ EQUITY The consolidated statements of stockholders’ equity (deficit) reflects the Reverse Recapitalization. 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. Also in connection with the Business Combination, 632,500 shares of Class B Common Stock were converted, on a one-to-one basis, into shares of Class A Common Stock, and as of the closing of the Business Combination there were no ELOC Agreement Under the ELOC Agreement, the Company had the right to sell to the Cantor Investor up to $40,000 in shares of Class A Common Stock for a period until the first day of the month next following the 36-month anniversary of when the SEC has declared effective a registration statement covering the resale of such share of Class A Common Stock or until the date on which the facility has been fully utilized, if earlier. The ELOC Agreement provided for a commitment fee (the “Cantor Commitment Fee”) payable to the Cantor Investor at Closing for its irrevocable commitment to purchase shares of Class A Common Stock upon the terms and conditions of the ELOC Agreement. The Cantor Commitment Fee was paid by the issuance of 190,476 shares of Class A Common Stock and is recorded in selling, general and administrative expenses in the consolidated statement of operations. On November 8, 2022, the Company and Cantor Investor mutually terminated the ELOC Agreement. The termination was due to the low market capitalization of our Class A Common Stock as well as the downward performance of our Class A Common Stock since the consummation of the Business Combination, which the Company believed would limit the benefits of the agreement. Upon the termination of the ELOC Agreement, the related Registration Rights Agreement, dated as of February 24, 2022 (the “Registration Rights Agreement”), by and between the Company and the Cantor Investor was automatically terminated in accordance with its terms. 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 December 31, 2022, 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 become 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. Once the warrants become exercisable, 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 underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, 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, the Company assumed common stock warrants to purchase FOXO Class A Common Stock and exchanged such common stock 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 issues 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. Vendor Shares The Company entered into a termination agreement with a vendor associated with the Business Combination. The Company provided 300,000 shares in connection with the agreement.

Net Loss Per Share

Net Loss Per Share	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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	Note 10 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 4,348,000 Management Contingent Shares outstanding and not vested as of December 31, 2022 from the computation of basic net loss per share for the year ended December 31, 2022, as the conditions to trigger the vesting of the Management Contingent Shares had not been satisfied as of December 31, 2022. Shares under the Management Contingent Share Plan that are under review to the former CEO are included in net loss per share. See Note 15 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 year ended December 31, 2022 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 the 2021 Bridge Debentures were excluded from the year ended December 31, 2022 as their inclusion would have been anti-dilutive. For the year ended December 31, 2022, the 2021 Bridge Debentures and 2022 Bridge Debentures were included in basic and diluted net loss per share from the date of closing as the Bridge Debentures were converted into FOXO Class A Common Stock and subsequently exchanged for the Company’s Class A Common Stock upon completion of the Business Combination. 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: 2022 2021 Net loss available to common shares $ (95,255 ) $ (38,488 ) Basic and diluted weighted average number of Class A Common Stock 11,339 5,820 Basic and diluted net loss available to Class A Common Stock $ (8.40 ) $ (6.61 ) 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): 2022 2021 Series A preferred stock - 4,646,698 2021 Bridge Debentures - 6,759,642 Public and private warrants 10,378,750 - Assumed warrants 1,905,853 1,905,853 Assumed options 2,965,500 2,965,500 Total antidilutive shares 15,250,103 16,277,693

Fair Value Measurements

Fair Value Measurements	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 11 FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2022 and December 31, 2021 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: December 31, 2022 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, 2021 Fair Value Level 1 Level 2 Level 3 Liabilities: 2021 Bridge Debentures $ 32,203 $ - $ - $ 32,203 Total liabilities $ 32,203 $ - $ - $ 32,203 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 the date of the Closing and on a recurring basis, with any changes in the fair value presented as change in fair value of warrant liability in the Company’s statement of operations. Measurement at Closing and Subsequent Measurement The Company established the fair value for the Public and Private Placement Warrants on the date of the Closing, and subsequent fair value as of each reporting period. 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 to account for both the 2021 Bridge Debentures and 2022 Bridge Debentures (collectively, the “Bridge Debentures”). The Bridge Debentures are measured at fair value on a recurring basis given the Company’s election of the fair value option for measuring such liabilities. The fair value of the Bridge Debentures is determined based on significant unobservable inputs including the likelihood of voluntary or mandatory conversion, and the estimated date at which conversion will take place, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The recorded fair value of the Bridge Debentures and the non-cash change in fair value recorded in the consolidated statements of operations could change materially if differing inputs and assumptions were to be utilized. However, the valuations used assumptions and estimates the Company believes would be made by a market participant in making the same valuations as of the issuance date and each subsequent reporting period. The Company elected the fair value option to better depict the ultimate liability associated with the Bridge Debentures, including all features and embedded derivatives in the Securities Purchase Agreements. The Bridge Debentures accounted for under the fair value option election represented debt host financial instruments containing certain embedded features that would otherwise be required to be bifurcated from the debt host and recognized as separate derivative liabilities subject to initial and subsequent periodic fair value measurement in accordance with U.S. GAAP. When the fair value option election is applied to financial liabilities, bifurcation of embedded derivatives is not required, and the financial liability in totality is recorded at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each balance sheet date thereafter. Upon remeasurement, the portion of a change in estimated fair value attributable to a change in instrument-specific credit risk is recognized as a component of other comprehensive income (loss) and the remaining amount of a change in estimated fair value is to be recognized in the consolidated statements of operations. As a result of electing the fair value option, direct costs and fees related to the issuance of the Bridge Debentures were expensed and not deferred. For all reporting periods during the year ended December 31, 2021, the estimated fair value of the 2021 Bridge Debentures was calculated using a Monte Carlo simulation, which incorporated significant unobservable inputs such as the likelihood of term extension and voluntary or mandatory conversion. Additionally, for December 31, 2021 an implied borrowing rate of 52.0% was used as an input to the fair value measurement. None of the change in fair value for the was deemed to be attributable to instrument-specific credit risk and thus the full amount of such change was recognized in the consolidated statements of operations. During 2022, prior to conversion, the estimated fair value of the Bridge Debentures was calculated using a probability-weighted expected return model. This change in valuation methodology was driven by the execution of the Merger Agreement on February 24, 2022, which made the ultimate value to holders of the Bridge Debentures upon voluntary or mandatory conversion clearer. Prior to conversion, the Bridge Debentures were recorded at their ultimate fair value based on purchase consideration attributed to the outstanding principal and using a probability-weighted expected return model. At conversion, the Company was able to determine the fair value of both the 2021 Bridge Debentures and 2022 Bridge Debentures based on the completion of the Business Combination. Immediately prior to the Closing of the Business Combination, the 2021 Bridge Debentures and 2022 Bridge Debentures were converted to 6,759,642 and 7,810,509 shares of FOXO Technologies Operating Company Class A common stock, respectively and fair value measurements were no longer performed as the debt was no longer outstanding. For further details on this conversion, stockholders’ equity of the Combined Company, and the Business Combination, refer to Notes 1, 3, 5, and 7. None of the change in estimated fair value of the Bridge Debentures from December 31, 2021 to conversion was deemed to be attributable to instrument-specific credit risk and thus the full amount of such change was recognized in the consolidated statements of operations. The following tables provide a summary of changes in Level 3 liabilities measured at fair value on a recurring basis: 2022 2021 Total Debt Issuance $ - $ 10,500 $ 10,500 Losses included in Net Income - 21,703 21,703 Balance, December 31, 2021 - 32,203 32,203 Debt Issuance 28,000 - 28,000 Losses included in Net Income 21,543 6,637 28,180 Balance at Conversion 49,543 38,840 88,383 Transfer out (49,543 ) (38,840 ) (88,383 ) Balance, December 31, 2022 $ - $ - $ -

Foxo Life Insurance Company

Foxo Life Insurance Company	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 13 FOXO LIFE INSURANCE COMPANY Acquisition On August 20, 2021, the Company completed its acquisition of Memorial Insurance Company of America (“MICOA”) and renamed it FOXO Life Insurance Company. The acquisition was accounted for as an asset acquisition as MICOA did not have inputs (employees) to create outputs. Purchase consideration for the acquisition of MICOA totaled $1,155, which included an indefinite-lived insurance license intangible asset recorded at a fair value of $63 and cash of $1,092. The Company fair valued reinsurance recoverables and policy reserves as part of the acquisition. The existing statutory capital and surplus of $1,092 remains with MICOA post-acquisition. As part of the transaction, the former owners of MICOA continue to administer and 100% reinsure all policies outstanding as of the acquisition date. The Company has not issued any new insurance policies since the acquisition and all premiums, reinsurance recoverables, and policy reserves relate to the 100% reinsured business. For ceded reinsurance transactions, the Company remains liable in the event the reinsuring company is unable to meet its obligations under the reinsurance agreement. Further, the reinsurer is required to maintain accreditation from all applicable state insurance regulators so the Company may obtain full credit for the reinsurance agreement. If the reinsurer is unable to meet this obligation, they are required to compensate the Company so that the Company can take full credit for the reinsurance. As of December 31, 2021, the Company has determined there is a remote probability the reinsurer would fail to meet its obligations and any allowance would be immaterial. The policy reserves of $18,573 and $19,463 for the years ended December 31, 2022 and 2021, respectively on the consolidated balance sheets represent the benefits and claims reserves ceded as part of the acquisition. Additionally, the consolidated statements of operations includes both $362 of earned and ceded premiums as well as $1,349 of claims incurred and ceded for the year ended December 31, 2022 and $108 of earned and ceded premiums as well as $523 of claims incurred and ceded for the year ended December 31, 2021. Statutory Capital and Surplus The approval granted by the Arkansas Insurance Department to the Company to acquire MICOA requires the Company to maintain statutory capital and surplus of no less than $5,000 and a risk-based capital ratio of 301% or greater. As of December 31, 2022 and 2021, FOXO Life Insurance Company had statutory capital and surplus of at least $5,000, which included $100 of cash maintained in a trust account at First Horizon Advisors, as required by the State of Arkansas, with the remaining amount of additional statutory capital and surplus held in cash and cash equivalents. The statutory capital and surplus for FOXO Life Insurance Company exceeded the minimum risk-based capital requirements for the year ended December 31, 2022 and 2021. Letter of Intent The Company entered into a letter of intent to sell FOXO Life Insurance Company. The letter of intent was designed to allow the Company to gain access to cash that was held as statutory capital and surplus at FOXO Life Insurance Company. See Note 17 for additional information. Statutory Net Loss FOXO Life Insurance Company is required to prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the Arkansas Insurance Department. Statutory accounting practices primarily differ from U.S. GAAP in that policy acquisition costs are to be expensed as incurred, future policy benefit liabilities are to be established using different actuarial assumptions, and the accounting for investments in certain assets and deferred taxes are stated on a different basis. FOXO Life Insurance Company did not issue any policies after the acquisition. Additionally, MICOA did not issue any policies in 2021 before the acquisition and its policies were separately 100% reinsured by the seller, Security National Life Insurance Company. The operations of FOXO Life Insurance Company are included in the Company’s consolidated financial statements from the acquisition date in accordance with U.S. GAAP. FOXO Life Insurance Company had a statutory net loss of $105 and $29 for the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had an authorized control level of $62 and $65, respectively. Insurance Liabilities Included in the consolidated balance sheets, policy reserves are liabilities for traditional life insurance reserves and annuities. Traditional life reserves primarily include term and whole life products which totaled $14,246 and $14,746 for the year ended December 31, 2022 and 2021, respectively. The following table provides information about deferred annuity contracts from the date of the acquisition through December 31, 2022: 2022 2021 Beginning / acquired balance $ 4,717 $ 4,816 Deposits received 7 3 Interest credited 139 87 Withdrawals (536 ) (189 ) Balance at end of period $ 4,327 $ 4,717

Business Segment

Business Segment	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 14 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 equity-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 as well as technology or investment impairments. Summarized below is information about the Company’s operations for the years ended December 31, 2022 and 2021 by business segment: Revenue Earnings 2022 2021 2022 2021 FOXO Labs $ 483 $ 85 $ (2,769 ) $ (4,790 ) FOXO Life 28 35 (3,735 ) (2,381 ) 511 120 (6,504 ) (7,171 ) Corporate and other (a) (87,311 ) (30,199 ) Interest expense (1,440 ) (1,118 ) Total $ 511 $ 120 $ (95,255 ) $ (38,488 ) (a) Corporate and other includes stock-based compensation, including the consulting agreement, Cantor Commitment Fee and vendor shares, expense of $17,708, depreciation and amortization expense of $1,487, change in fair value of convertible debentures and warrant liability expense of $26,104, $1,307 for impairment charge and $27,544 of other non-operating expenses for the year ended December 31, 2022. Additionally, the year ended December 31, 2022 included. For the year ended December 31, 2021 corporate and other included stock-based compensation, depreciation, changes in fair value of the convertible debentures and investment impairment of $131, $98, $21,703, and $400 respectively. See Notes 5, 6, 7, 9 and 11 for additional information.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 15 COMMITMENTS, CONTINGENCIES, AND OTHER SEVERANCE 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 Commitments The Company made a 10,000 unit purchase commitment for supplies of which 3,000 remain outstanding as of December 31, 2022. Additionally, in the fourth quarter of 2022, the Company made a $92 commitment for sample processing within one year from the order. Collectively, the Company has a commitment of $146 remaining in the coming year related to these commitments. 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 current 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, and the Initial Pretrial Conference will be held on February 24, 2023. 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), which was denied on February 27, 2023 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 December 31, 2021 and 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 December 31, 2022, the Board has yet to complete its review 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 equity-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. $576 of severance and related expense is recorded within accrued severance and the remaining $999 recorded within other liabilities on the consolidated balance sheets. The corresponding expense is recognized within selling, general and administrative expense on the consolidated statements of operations. The Company recognized $8,695 of expense related to the Management Contingent Share Plan. 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 his Management Contingent Share Plan and reverse the accrual and corresponding expense related to his severance. Additionally, the Company cancelled the Management Contingent Share Plan related to performance based conditions that have not been met. Other Severance During the fourth quarter of 2022, two employees with severance agreements were terminated. The Company intends to pay the severance over the course of the severance period. Accordingly, amounts are presented within accrued severance and other liabilities on the Company’s consolidated balance sheet. Additionally, the accrued severance includes an accrual to replace the 50,000 shares issued as part of the Management Contingent Share Plan in accordance with the severance agreement.

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Note 17 SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 30, 2023, the date that the 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. 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 the 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. 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 Code.

Equity-Based Compensation

Equity-Based Compensation	12 Months Ended
	Dec. 31, 2022
Equity-Based Compensation [Abstract]
EQUITY-BASED COMPENSATION	Note 8 EQUITY-BASED COMPENSATION Management Contingent Share Plan On September 14, 2022, the stockholders of the Company approved the FOXO Technologies Inc. Management Contingent Share Plan (the “Management Contingent Share Plan”). The purposes of the Management Contingent Share Plan are to (a) secure and retain the services of certain key employees and service providers and (b) incentivize such key employees and service providers to exert maximum efforts for the success of the Company and its affiliates. The number of shares of Class A Common Stock that may be issued under the Management Contingent Share Plan is 9,200,000 shares, subject to equitable adjustment for shares splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted. The Management Contingent Share Plan provides for the grant of restricted share awards of Class A Common Stock. All of the shares of Class A Common Stock issued to a FOXO employee at the Closing were issued pursuant to a “Restricted Share Award,” the terms of which shall apply to all shares issued to such recipient. For the purposes of the Management Contingent Share Plan, shares of restricted Class A Common Stock issued in accordance with such plan will be considered “vested” when they are no longer subject to forfeiture in accordance with the terms of such plan. Each restricted share award issued under the Management Contingent Share Plan will be subject to both a time-based vesting component and a performance-based vesting component. Time-Based Vesting Each restricted share award shall be subject to three service-based vesting conditions: a) Sixty percent (60%) of a participant’s restricted share award will become vested on the third anniversary of the Closing if the participant is still employed by the company on such date (and has been continuously employed by the company from the date of grant through such vesting date). b) An additional twenty percent (20%) of a participant’s restricted share award will become vested on the fourth anniversary of the Closing if the participant is still employed by the company on such date (and has been continuously employed by the company from the date of grant through such vesting date). c) The final twenty percent (20%) of a participant’s restricted share award will become vested on the fifth anniversary of the Closing if the participant is still employed by the company on such date (and has been continuously employed by the company from the date of grant through such vesting date). Performance-Based Vesting In addition, to time-based vesting, one-third of each restricted share award may only become vested upon satisfaction of each of the following three performance-based conditions: 1. The operational launch of digital online insurance products by FOXO LIFE Insurance Company (or its functional equivalent under a managing general agency relationship with a life insurance company), with at least 100 policies sold, within one year following the Closing; 2. The signing of a commercial research collaboration agreement with an insurance company or reinsurance company for saliva-based epigenetic biomarkers in life insurance underwriting within two years following the Closing; and 3. The implementation of saliva-based epigenetic biomarkers in life insurance underwriting by the Company, with at least 250 policies sold using such underwriting, within two years following the Closing. On July 6, 2022, the Company executed a Memorandum of Understanding and Pilot Research Agreement (the “Agreement”) with both a life insurance carrier and a reinsurer. The purpose of the Agreement is to conduct a parallel run study, using a minimum of 2,500 participants, comparing traditional medical underwriting results to those obtained through use of the Company’s saliva-based epigenetic biomarker technology. The Agreement is intended to assess the value of the Company’s technology for a saliva-based next-generation underwriting protocol and will help determine whether the parties will later enter into a commercial agreement. The Agreement commenced in the third quarter of 2022 and will continue until the sooner of project completion, project termination, or the Company and the life insurance carrier entering into a commercial agreement for the scaled rollout of FOXO’s technology in the life insurance carrier’s underwriting processes. Accordingly, the Company has met the commercial research collaboration agreement performance condition and has begun recognizing expense upon completion of the Business Combination. For the year ended December 31, 2022 the Company has recognized $10,091 of expense related to the vesting of the Management Contingent Share Plan based on the fair value at grant date of $7.81 per share. Service Based-Conditions The Management Contingent Share Plan provides that in the event of the death, disability, or termination without cause of the former CEO, service-based conditions will not apply. $8,695 of the expense recognized on the Management Contingent Share Plan relates to the service-based conditions that no longer applied to the former CEO and is subject to forfeiture pending conclusion of the Board of Director’s (the “Board”) review. See Note 15 for additional information on the former CEO. Forfeiture of Restricted Share Awards If a performance-based condition is not achieved within the specified timeframe, then the one-third portion of each restricted share award that is associated to that performance-based condition will be permanently forfeited. The Committee shall be solely responsible for monitoring and determining whether or not any performance-based condition is achieved, and any such determination shall be final and conclusive. Any restricted stock awards that fail to vest due to a time-based vesting condition not being satisfied will be forfeited by the participant and the shares associated with that award will be permanently forfeited and cancelled. The Company accounts for forfeitures as they occur. The following table summarizes the Management Contingent Share Plan activity for the year ended December 31, 2022: Management Grant Date Beginning of year - $ - Granted 9,200,000 $ 7.81 Forfeited (3,683,000 ) $ 7.81 End of year 5,517,000 $ 7.81 Vested 1,169,000 $ 7.81 The vested shares within the table above reflect the potential forfeiture of the former CEO’s Management Contingent Share Plan related to performance obligations that have been met as the Company is still reviewing its obligations. See Note 15 for additional information. 2022 Equity Incentive Plan On September 14, 2022, the stockholders of the Company approved the FOXO Technologies Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan permits the grant of equity-based awards to employees, directors and consultants. The number of shares of Class A Common Stock that may be issued under the 2022 Plan is 3,286,235. As of December 31, 2022, no awards were granted under the 2022 Plan. 2020 Stock Incentive Plan FOXO Technologies Operating Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”) to attract, retain, incentivize and reward qualified employees, nonemployee directors and consultants. Immediately prior to Closing, vested and unvested stock options were outstanding to purchase 5,105,648 shares of FOXO Class A Common Stock. At Closing, the Combined Company assumed the stock options granted pursuant to the 2020 Plan to purchase FOXO Class A Common Stock and exchanged such stock options to purchase 2,965,500 shares of the Company’s Class A Common Stock at a weighted-average exercise price of approximately $7.13 per share. All remaining terms of the Assumed Options were unchanged. All share or option figures that follow are shown on a post-Business Combination basis. All future equity-based compensation will be through the 2022 Plan. As of December 31, 2022, the Company had 2,765,099 stock options and 17,425 shares of restricted stock outstanding. Stock options under the 2020 Plan issued during the year ended December 31, 2021 were issued (i) as a replacement for outstanding phantom share rights and previously cancelled profits interests, (ii) as a bonus for periods prior to the issuance of stock options, (iii) as part of the Company’s regular review cycle that occurs twice annually, and (iv) as other incentives. Stock options issued in the year ended December 31, 2021 were primarily granted in April and August of 2021. In the first quarter of 2022, 204,181 additional stock options were issued primarily as part of the Company’s regular review cycle as well as to form the Company’s Scientific Advisory Board. Upon execution of the April 2021 stock option agreements, the Company no longer had outstanding phantom share rights. The deferred compensation liability of $54 associated with the phantom share rights was reclassified to additional paid-in capital in the consolidated balance sheets as the options are equity classified in accordance with accounting standards codification guidance. The stock options granted vest monthly over a three-year period, have a 5-year term, and an exercise price of $6.51 or $15.75 on a post Business Combination basis. For the issuance of options related to prior periods, the vesting period is considered to have started when the Company and option holder had a mutual understanding that an award was to be issued; however, the grant date and fair value are based on (i) when there is a mutual understanding of key terms, (ii) the Company is contingently obligated to issue the options, and (iii) the option holder begins to benefit or be adversely impacted by changes in the Company’s stock price. Accordingly, the Company has determined the date the stock option agreements were executed to be the grant date for these options and the date on which to measure the awards at fair value. The attribution of expense for the stock options is recognized from the grant date over the remaining service period while considering the portion of stock compensation expense that is legally vested. The Company accounts for forfeitures as they occur. At the first vesting period, the Company recognized stock compensation expense so that stock compensation expense equaled the vested portion of stock options. The remaining expense is recognized over the service period. The following table summarizes stock option activity under the 2020 Plan for the year ended December 31, 2022: Stock Weighted- Average Aggregate Beginning of year 2,828,307 $ 6.51 Granted 204,181 $ 15.75 Exercised (14,796 ) $ 6.51 Forfeited (252,593 ) $ 8.36 End of year 2,765,099 $ 7.02 2.77 $ - Exercisable at end of year 2,480,991 $ 6.70 2.67 $ - The fair value of each stock option is estimated using a Black-Scholes valuation model while considering the respective rights of each type of stockholder. The table below illustrates the weighted-average valuation assumptions used for stock options granted during the year ended December 31, 2022 and 2021: 2022 2021 Expected term (years) 3.2 2.3 Expected volatility 70.0 % 94.3 % Risk-free interest rate 1.38 % 0.24 % Expected dividend yield 0.0 % 0.0 % Per-share weighted average grant date fair value $ 15.75 $ 0.59 Expected Term: Expected Volatility: Risk-Free Interest Rate: Dividend Yield: Equity-based compensation expense, excluding the Management Contingent Share Plan, was recorded in the following expense categories within the consolidated statements of operations consistent with the manner in which the respective employee or service provider’s related cash compensation was recorded: 2022 2021 Research and development 1 $ 110 $ (19 ) Selling, general and administrative 834 150 Total equity based compensation expense $ 944 $ 131 1) Had the Company recorded the Management Contingent Share Plan within research and development and selling, general and administrative expense, then research and development would have been higher by $201 with the remaining expense recognized within selling, general and administrative expense. The Company recognized a deferred compensation liability associated with the phantom equity and remeasured these units on a quarterly basis. The equity-based compensation expense recorded within research and development includes remeasurements related to the phantom equity, and unfavorable remeasurements resulted in a cumulative reduction in expense during the year ended December 31, 2021. As of December 31, 2022, there was $1,105 of total unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted-average period of 1.0 years and $51,257 of total unrecognized compensation cost related to the Management Contingent Share Plan. Of the total unrecognized compensation related to the Management Contingent Share Plan, $10,358 relates to performance obligations that have been met and the expense is expected to be recognized over a weighted-average period of 1.7 years. The remaining unrecognized compensation for the Management Contingent Share Plan relates to performance obligations that are not yet probable of being met. As such, the weighted-average period depends on the timing of when performance obligations are probably of being met.

Forward Purchase Agreement

Forward Purchase Agreement	12 Months Ended
	Dec. 31, 2022
Forward Purchase Agreement [Abstract]
FORWARD PURCHASE AGREEMENT	Note 9 FORWARD PURCHASE AGREEMENT The Company entered into a Forward Share Purchase Agreement with Meteora Capital Partners and its affiliates (collectively, “Meteora”) for a forward purchase transaction. Prior to the Closing, Meteora agreed not to redeem 2,873,728 shares of Class A Common Stock (the “Meteora Shares”) in connection with the Business Combination. Meteora has the right to sell the Meteora Shares in the open market and on the fifteen (15) month anniversary of the Closing of the Business Combination (the” Put Date”) may obligate the Company to purchase the shares, as described below, from Meteora should any not have been sold in the open market. In connection with the Forward Share Purchase Agreement, the Company and Meteora entered into an escrow agreement (the “Escrow Agreement”) where $29,135, based on the Meteora Shares and the corresponding redemption price from the Business Combination, was deposited into escrow by the Company (the “Prepayment Amount”). There are a few scenarios in which the Forward Purchase Agreement can be settled either before or on the Put Date: i. At any time prior to the Put Date, Meteora may sell the Meteora Shares to any third party following the Business Combination but before the Put Date in the open market. If Meteora sells any shares prior to the Put Date, an amount equal to the product of the number of Meteora Shares sold multiplied by 92.5% of a reset price (the “Reset Price”) will be released from the Escrow Account and paid to the Company (the “Open Market Sale Payment”), and an amount equal to the product of (a) the portion of the Meteora Shares that Meteora sells in the open market and (b) the difference between the (i) the per share escrow amount and (ii) the Open Market Sale Payment, will be released from the Escrow Account to Meteora. The Reset Price shall initially be $10.00 and, thereafter, shall be subject to weekly adjustments during the term of the Forward Purchase Agreement based on the then current Reset Price and volume weighted average trading prices (“VWAP”) of the Company’s Class A Common Stock for the immediately preceding week. ii. On the Put Date, if any of the Meteora Shares subject to the Forward Purchase Agreement remain unsold, Meteora is entitled to a) the product of the unsold Meteora Shares multiplied by the Redemption Price which will be released from the Escrow Account, and b) the Company will be required to transfer to Meteora maturity consideration equal to the product of $0.05 per Meteora Share sold to the Company and the number of days between the closing of the Business Combination and the Put Date divided by 30 days. iii. The Put Date may be accelerated and occur prior to the fifteen month anniversary of the Closing of the Business Combination upon the occurrence of certain events and circumstances set forth in the Forward Share Purchase Agreement, including a) if the VWAP of the Company’s Class A Common Stock falls below $2.50 per share during any 20 of 30 consecutive trading days, b) if the Forward Purchase Agreement is early terminated, or c) if the Company’s Class A Common Stock is delisted from a national exchange. If the Put Date is accelerated, the Company would follow the maturity consideration described above. The Company determined that the Prepayment Amount was collateral and recorded it on its balance sheet as an asset while the agreement was outstanding. In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company determined that Meteora’s ability to require the Company to repurchase shares in certain situations was a freestanding derivative. The derivative, referred to as the forward purchase put derivative was recorded as a liability on the Company’s balance sheet. Additionally, the Company recorded a derivative based on the amount of collateral that may be provided to Meteora and recorded it as a liability, referred to as the forward purchase collateral derivative, on the Company’s balance sheet. On November 10, 2022 the Forward Share Purchase Agreement and related Escrow Agreement were amended to allow for the maturity consideration to be paid through Meteora retaining 500,000 shares which approximated the value of the maturity consideration formula described above. The Forward Share Purchase Agreement was subsequently cancelled on November 10, 2022. The cancellation of the Forward Share Purchase Agreement resulted in (i) the removal of the forward purchase put derivative and forward purchase collateral derivative from the Company’s balance sheet, (ii) the recognition of an additional $270 of expense based on the fair value of the Company’s Class A Common Stock retained by Meteora for the maturity consideration, (iii) and the shares purchased from Meteora became treasury stock with a corresponding reduction to additional paid-in capital based on the fair market value of the shares at cancellation. The Company recorded expenses related to the Forward Share Purchase Agreement are recorded within Forward purchase agreement expense in the consolidated statements of operations and consists of the maturity consideration that settled the forward purchase put derivative, the amounts released from escrow to Meteora as a result of open market sales, and the settlement of the forward purchase collateral derivative.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
INCOME TAXES	Note 12 INCOME TAXES For the years ended December 31, 2022 and 2021, the Company did not record a provision for income taxes. 2022 2021 Deferred provision - federal $ 9,767 $ 3,372 Deferred provision - state 4,054 1,613 13,821 4,985 Net change to valuation allowance (13,821 ) (4,985 ) Total provision for income taxes $ - $ - A reconciliation of income taxes at the statutory federal income tax rate to the effective income tax rate for the years ended December 31, 2022 and 2021 is as follows: 2022 2021 Statutory U.S. tax rate 21.0 % 21.0 % State taxes, net of federal benefit 9.0 7.0 Fair value adjustments on convertible debentures (7.1 ) (14.9 ) Forward purchase agreement (8.5 ) - Other (0.1 ) (0.1 ) Valuation allowance (14.5 ) (13.0 ) Effective tax rate - % - % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the net deferred tax asset were as follows: 2022 2021 Deferred tax assets: Accrued compensation $ 3,817 $ 38 Net operating loss carryforwards 17,193 7,885 Capitalized software 1,270 - Property and equipment 7 130 Issuance fees on convertible debentures - 25 Gross deferred tax assets 22,287 8,078 Valuation allowance (21,837 ) (8,027 ) Total deferred tax assets 450 51 Deferred tax liabilities: Prepaid expenses (450 ) (51 ) Deferred tax liabilities (450 ) (51 ) Net deferred tax asset $ - $ - As of December 31, 2022 and 2021, the Company recorded a full valuation allowance to offset net deferred tax assets as the Company believes it is not more likely than not that the net deferred tax assets will be fully realizable. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the net deferred tax assets are fully offset by a valuation allowance as of December 31, 2022 and 2021. As of December 31, 2022, the Company had accumulated federal losses for tax purposes of $59,688, which can be offset against future taxable income. Of this federal net loss carryforward, $1,642 in losses will begin to expire in 2036 and $58,046 in losses can be carried forward indefinitely. As of December 31, 2022, the Company had net accumulated state losses for tax purposes of $51,334, which will begin to expire in 2033. Net operating losses are not limited by Internal Revenue Code Section 382 limits. An analysis of the potential limitation has not been completed at this time.

Sponsored Research

Sponsored Research	12 Months Ended
	Dec. 31, 2022
Sponsored Research [Abstract]
SPONSORED RESEARCH	Note 16 SPONSORED RESEARCH Harvard University’s Brigham and Women’s Hospital During the second quarter of 2022, the Company entered into an agreement and license option with The Brigham and Women’s Hospital, Inc. (the “Hospital”) to conduct epigenetic profiling of associations between epigenetic aging and numerous behavioral, lifestyle, dietary and clinical risk factors, as well as major morbidity and mortality outcomes. The Company refers to this study as VECTOR. Specific aims of this research include: (i) to examine epigenetic association with lifestyle and dietary factors, including smoking history, physical activity, body mass index, alcohol intake, dietary patterns, dietary supplement use, and aspirin used; (ii) to examine epigenetic association with major morbidity including cardiovascular disease, cancer, type 2 diabetes, hypertension, liver disease, renal disease, and respiratory disease, (iii) to conduct an National Death Index Plus search to update and extend mortality follow up on Harvard University’s Physicians’ Health Study (“PHS’), and (iv) utilizing the newly expanded PHS mortality follow-up data, to examine epigenetic association with lifespan, longevity, and mortality. In addition, the epigenetic resources contained in the PHS studies have the potential to contribute and extend to large meta-analyses and validation studies of epigenetic association and understanding of these factors and their impact on human aging acceleration. The Company is responsible for payments up to $849 related to the agreement, half of which was paid upon contract execution during the second quarter of 2022. Remaining payments are due as follows: (i) 20% upon the enrollment of the first patient, (ii) 20% upon the enrollment of the final patient and (iii) 10% upon lab receipt of shipments for all initially planned assays. In addition to the $424 payment upon execution, the Company incurred $272 of other costs related to VECTOR. Costs associated with the clinical trial agreement are being recorded as research and development expenses in the consolidated statements of operations. The research study associated with this arrangement is on hold and the Company will not be required to make payments until it resumes and milestones are met. See Note 4 for additional information related to the health study tool. U.S. Department of Health and Human Services In June 2020, the Company entered into a cooperative research and development agreement (“CRADA) with the U.S. Department of Health and Human Services (“HHS”) and agencies of U.S. Public Health Services within the HHS, as well as the National Institute on Deafness and other Communication Disorders (“NIDCD”), to enhance understanding of epigenetic gene regulation in Recurrent Respiratory Papillomatosis (“RRP”). Under the CRADA agreement, the Company is granted an exclusive option to elect an exclusive or nonexclusive commercialization license, with terms of the license that reflect the nature of the invention, the relative contributions of the respective parties, a plan for the development and marketing, and the costs of subsequent research and development needed to bring the invention to market. The Company is responsible for payment of all fees related to CRADA patents. As part of the CRADA agreement, the Company agreed to provide funding totaling $200 under the two-year term of the agreement. The Company recognized $100 and $54 in sponsored research expenses related to this agreement during the year ended December 31, 2022 and 2021, respectively. These amounts are recorded within research and development expenses in the consolidated statements of operations. The Children’s Hospital of Philadelphia In February 2021, the Company entered into a sponsored research agreement with The Children’s Hospital of Philadelphia (“CHOP”) to develop new methods and software implementations for the processing and analysis of Illumina Infinium DNA methylation technology, including the Infinium EPIC+ Human Array and the infinium mouse methylation array. The intent of the research agreement is to create open-source software that will be able to import data from any Infinium DNA methylation array and conduct state-of-the-art processing and quality control of the data in an automated fashion. In consideration for sponsoring the research, the Company shall have a first and exclusive option to negotiate for a revenue-bearing exclusive license to any patent rights or other intellectual property rights for CHOP intellectual property or CHOP’s interests in any joint intellectual property. Additionally, the Company agrees to reimburse CHOP for fees relating to maintaining the patents. As part of the CHOP Agreement, the Company will provide funding totaling $311 over a two-year period, commencing February 1, 2021. The Company recognized $159 and $126 in sponsored research expenses during the year ended December 31, 2022 and 2021, respectively. These amounts are recorded within research and development expenses in the consolidated statements of operations. Parallel Run Study During the third quarter of 2022, the Company executed a Memorandum of Understanding and Pilot Research Agreement (the “Agreement”) with both a life insurance carrier and a reinsurer. The purpose of the Agreement is to conduct a parallel run study, using a minimum of 2,500 participants, comparing traditional medical underwriting results to those obtained through use of the Company’s saliva-based epigenetic biomarker technology. The Agreement is intended to assess the value of the Company’s technology for a saliva-based next-generation underwriting protocol and will help determine whether the parties will later enter into a commercial agreement. The Agreement commenced in the third quarter of 2022 and will continue until the sooner of project completion, project termination, or the Company and the life insurance carrier entering into a commercial agreement for the scaled rollout of FOXO’s technology in the life insurance carrier’s underwriting processes. The Company has determined that costs associated with the agreement will be recorded as research and development expenses in the consolidated statements of operations in accordance with accounting standards codification guidance. The agreement stipulates that the life insurance carrier and reinsurer will share in costs equally with the Company up to $200 each. Cost sharing reimbursements received from the life insurance carrier and reinsurer have been recorded within parallel run advance in the consolidated balance sheet as of December 31, 2022 and are being recognized as contra expenses in the consolidated statement of operations as the Company incurs costs related to the agreement.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	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.	BASIS OF PRESENTATION Pursuant to the Business Combination, the acquisition of FOXO Technologies Operating Company by Delwinds was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method, Delwinds was treated as the “acquired” company for financial reporting purposes. For accounting purposes the Reverse Recapitalization was treated as the equivalent of FOXO Technologies Operating Company issuing equity securities for the net assets of Delwinds, accompanied by a recapitalization. The net assets of Delwinds are stated at historical cost, with no goodwill or other intangible asset being recorded. The condensed assets, liabilities and results of operations prior the Reverse Recapitalization are those of FOXO Technologies Operating Company.
PRINCIPLES OF CONSOLIDATION		PRINCIPLES OF CONSOLIDATION The consolidated financial statements are presented in accordance with U.S. GAAP. The consolidated financial statements include the accounts of FOXO and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation.
EMERGING GROWTH COMPANY		EMERGING GROWTH COMPANY The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 and as modified by the Jumpstart Our Business Startups Act of 2012, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.
USE OF ESTIMATES		USE OF ESTIMATES The preparation of the 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. It is reasonably possible that actual experience could differ from the estimates and assumptions utilized. All revisions to accounting estimates are recognized in the period in which the estimates are revised. A description of each critical estimate is incorporated within the discussion of the related accounting policies which follow.
CASH AND CASH EQUIVALENTS		CASH AND CASH EQUIVALENTS The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. At times, cash account balances may exceed insured limits. The Company has not experienced any losses related to such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents.
IMPAIRMENT OF LONG-LIVED ASSETS		IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews its long-lived assets, including property and equipment and right-of-use assets, to determine potential impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset group with the future undiscounted cash flows the assets are expected to generate. If such assets are considered impaired, an impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets. Management determined that there were impairments of long-lived assets as of December 31, 2022 and no impairment as of December 31, 2021. See Note 4 for additional information.
INVESTMENTS		INVESTMENTS The Company’s investments do not have readily determinable fair values and consist of convertible promissory notes and membership interest units in privately held companies. These investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company regularly evaluates these investments to determine if there are indicators that the investment is impaired. For the year ended December 31, 2021, the Company recorded an impairment charge of $400 related to one of its investments as a result of the investee’s lack of success in raising additional capital along with its financial condition. As of December 31, 2022 and 2021, the carrying value of the investments was $100 and recorded as other assets on the consolidated balance sheets.
CAPITALIZED IMPLEMENTATION COSTS		CAPITALIZED IMPLEMENTATION COSTS The Company capitalizes certain development costs associated with internal use software and cloud computing arrangements incurred during the application development stage. The Company expenses costs associated with preliminary project phase activities, training, maintenance, and any post-implementation costs as incurred. Capitalized costs related to projects to develop internal use software are included within intangible assets on the consolidated balance sheets, while capitalized costs related to cloud computing arrangements are included within cloud computing arrangements on the consolidated balance sheets. Capitalized costs are amortized on a straight-line basis once application development is complete based on the estimated life of the asset or the expected term of the contract, as applicable.
FAIR VALUE OF FINANCIAL INSTRUMENTS		FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 – defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active. Level 3 – defined as unobservable inputs in which little or no market data exits, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure the fair value might be categorized within different levels of the fair value hierarchy. In these instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
DERIVATIVE INSTRUMENTS		DERIVATIVE INSTRUMENTS The Company does not use derivative instruments to hedge exposure to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants and forward share purchase obligations, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity,” “Derivatives and Hedging – Embedded Derivatives.”
DEBT		DEBT The Company issued convertible debentures to related and nonrelated parties, which included original issue discounts, conversion features and detachable warrants, as further discussed in Note 5 to these consolidated financial statements. The detachable warrants represent freestanding, separable equity-linked financial instruments recorded at fair value. The fair value of the detachable warrants is calculated using a Black-Scholes valuation model. The Company elected the fair value option for the convertible debt, which requires recognition at fair value upon issuance and on each balance sheet date thereafter. Changes in the estimated fair value are recognized as non-cash change in fair value of convertible debentures in the consolidated statements of operations. As a result of applying the fair value option, direct costs and fees related to the issuance of the convertible debt were expensed and not deferred. The Company did not elect the fair value option on the PIK Notes. Debt discount and issuance costs, consisting of legal and other fees directly related to the debt issuance, are offset against the carrying value of the debt and amortized to interest expense over the estimated life of the debt based on the effective interest method.
REVENUE RECOGNITION		REVENUE RECOGNITION The Company’s revenues consist of royalties based on the Company’s epigenetic biomarker research, agents’ commissions earned on the sale, servicing and placement of life insurance policies, and epigenetic testing services sold primarily to research organizations. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To recognize revenues, the Company applies the following five step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenues when a performance obligation is satisfied. The Company accounts for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company applies judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience. As of December 31, 2022 the Company had a contract asset of $200 recorded with $100 recorded within other current assets and $100 within other assets in the consolidated balance sheet. The contract asset relates to epigenetic biomarker services and the Company should receive payments in July 2023 and July 2024 to settle the balance. The Company has satisfied its performance obligations for this service and has no other contract assets or liabilities related to revenue arrangements or transactions in the periods presented. The following sets forth the revenue by source generated from services provided by the Company: 2022 2021 Epigenetic biomarker services $ 400 $ - Epigenetic biomarker royalties 83 85 Life insurance commissions 28 35 Total revenue $ 511 $ 120 FOXO Labs — Epigenetic biomarker services FOXO Labs receives epigenetic biomarker services revenue from the performance of lab services. The Company’s performance obligation is satisfied when the Company completes the epigenetic biomarker data analysis. At the completion of the biomarker testing, results are reviewed and released to the customer. The Company subsequently bills the organization for the epigenetic biomarker data based on the transaction price, which reflects the amount the Company has rights to under present contracts. Revenue is recognized and reported within the FOXO Labs reportable segment over the life of the contract as work is performed, as FOXO Labs has an enforceable right to payment as the performance is being completed. Revenue is recorded gross as the Company is responsible for fulfilling the obligations to the customer and has inventory risk, among other reasons. The corresponding expenses are shown as cost of sales in the consolidated statements of operations. FOXO Labs — Epigenetic biomarker royalties The Company has granted a license to Illumina, Inc. (“Illumina”) for the exclusive right to manufacture and sell infinium mouse methylation arrays using the Company’s research on epigenetic biomarkers in exchange for a royalty on global sales. Illumina provides reporting to the Company so that revenue can be properly recognized as the license is used. Epigenetic biomarker royalties are recorded with the FOXO Labs reportable segment. During the third quarter of 2022, the royalty was reduced from 5% to 1.25% in exchange for eliminating a purchase commitment where the Company was previously required to purchase mouse methylation arrays from Illumina. FOXO LIFE — Life insurance commissions FOXO Life, LLC, currently an insurance agency, receives insurance commission revenue from the distribution and sale of life insurance policies based on a percentage of the premiums paid by its customers. These commission revenues are substantially recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the client, as well as deferring certain revenues to reflect delivery of services over the contract period and are reported within the FOXO Life reportable segment. Commissions are fixed at the contract effective date and generally are based on a percentage of premiums for insurance coverage. Commission rates vary depending on a variety of factors, including the type of risk being placed, the particular underwriting enterprise’s demand, expected loss experience of the particular risk of coverage, and historical benchmarks surrounding the level of effort necessary for the Company to place and service the insurance contract. The Company recognizes approximately 80% of commissions earned from the initial life insurance placement on the effective date of the underlying insurance contract. The amount of revenue recognized is based on costs to provide services up and through that effective date, including an appropriate estimate of profit margin on a portfolio basis (a practical expedient as defined in ASC 606, Revenue from Contracts with Customers
EQUITY-BASED COMPENSATION		EQUITY-BASED COMPENSATION The Company measures all equity-based payments, including options and restricted stock to employees, service providers and nonemployee directors, using a fair-value based method. The cost of services received from employees and nonemployee directors in exchange for awards of equity instruments is recognized in the consolidated statements of operations based on the estimated fair value of those awards on the grant date or reporting date, if required to be remeasured, and amortized on a straight-line basis over the requisite service period. The Black-Scholes valuation model requires the input of assumptions, including the exercise price, volatility, expected term, discount rate, and the fair value of the underlying stock on the date of grant. These inputs are provided at the grant date for an equity classified award and each measurement date for a liability classified award. See Note 8 for additional disclosures regarding the equity-based compensation program.
RESEARCH AND DEVELOPMENT COSTS		RESEARCH AND DEVELOPMENT COSTS Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs and related benefits, as well as costs for outside consultants and professional services.
INCOME TAXES		INCOME TAXES Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is required to analyze its filing positions open to review and believes all significant positions have a “more-likely-than-not” likelihood of being upheld based on their technical merit and accordingly the Company has not identified any unrecognized tax benefits.
NET LOSS PER SHARE		NET LOSS PER SHARE Net loss per share of common stock is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC Topic 260, Earnings Per Share Loss Per Share
ASSET ACQUISITIONS		ASSET ACQUISITIONS The Company follows the guidance in ASC 805, Business Combinations
REINSURANCE		REINSURANCE The Company is subject to a 100% coinsurance agreement with the seller of MICOA, Security National Life Insurance Company. The amounts reported in the consolidated balance sheets as reinsurance recoverables include amounts billed to reinsurers on losses paid as well as estimates of amounts expected to be recovered from reinsurers on insurance liabilities that have not yet been paid. Reinsurance recoverables on unpaid losses are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. Insurance liabilities are reported gross of reinsurance recoverables. Management believes reinsurance recoverables are appropriately established. Reinsurance premiums are reflected in income in a manner consistent with the recognition of premiums on the reinsured contracts. Reinsurance does not extinguish the Company’s primary liability under the policies written. The Company regularly evaluates the financial condition of the reinsurer and establishes allowances for uncollectible reinsurance recoverables as appropriate. Revenues on traditional life insurance products subject to this reinsurance agreement consist of direct premiums reported as earned when due. Premium income includes premiums on reinsured policies and is reduced by premiums ceded. Expenses under the reinsurance agreement are also reduced by the amount ceded.
POLICY RESERVES		POLICY RESERVES The Company establishes liabilities for amounts payable under insurance policies, including traditional life insurance and annuities. Generally, amounts are payable over an extended period. Liabilities for future policy benefits of traditional life insurance have been computed by using a net level premium method based upon estimates at the time of issue for investment yields, mortality and withdrawals. These estimates include provisions for experience less favorable than initially expected. Mortality assumptions are based on industry experience expressed as a percentage of standard mortality tables. Annuity liabilities are primarily associated with deferred annuity contracts. The deferred annuity contracts credit interest based on a fixed rate. Liabilities for deferred annuities are included without reduction for potential surrender charges. The liability is equal to accumulated deposits, plus interest credited, less policyholder withdrawals. Reserving assumptions for interest rates, mortality and expense are “locked in” upon the acquisition date for traditional life insurance contracts; significant changes in experience or assumptions may require the Company to provide for extended future losses by establishing premium deficiency reserves. Premium deficiency reserves are determined based on best estimate assumptions that exist at the time the premium deficiency reserve is established and do not include a provision for adverse deviation.
RECENTLY ISSUED ACCOUNTING STANDARDS		RECENTLY ISSUED ACCOUNTING STANDARDS In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removed certain exceptions to the general principles in ASC 740 and clarified and amended existing guidance to improve consistent application. This amended guidance was effective for public entities for interim and annual periods beginning after December 15, 2021. The Company adopted ASU 2019-12 effective January 1, 2022 and it did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020-06 Other pronouncements issued by the FASB with future effective dates are either not applicable or are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of revenue by source generated from services	2022 2021 Epigenetic biomarker services $ 400 $ - Epigenetic biomarker royalties 83 85 Life insurance commissions 28 35 Total revenue $ 511 $ 120

Intangible Assets and Cloud C_2

Intangible Assets and Cloud Computing Arrangements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Intangible Assets and Cloud Computing Arrangements [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	December 31, December 31, Insurance license $ - $ 63 Longevity pipeline 576 75 Underwriting API 770 53 Longevity API 697 - Intangible assets $ 2,043 $ 191
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	December 31, December 31, Digital insurance platform $ 2,225 $ 1,980 Health study tool - 765 Cloud computing arrangements $ 2,225 $ 2,745

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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 )	2022 2021 Net loss available to common shares $ (95,255 ) $ (38,488 ) Basic and diluted weighted average number of Class A Common Stock 11,339 5,820 Basic and diluted net loss available to Class A Common Stock $ (8.40 ) $ (6.61 )
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	2022 2021 Series A preferred stock - 4,646,698 2021 Bridge Debentures - 6,759,642 Public and private warrants 10,378,750 - Assumed warrants 1,905,853 1,905,853 Assumed options 2,965,500 2,965,500 Total antidilutive shares 15,250,103 16,277,693

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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 $ -	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 $ - Fair Value Measurements Using Inputs Considered as: December 31, 2021 Fair Value Level 1 Level 2 Level 3 Liabilities: 2021 Bridge Debentures $ 32,203 $ - $ - $ 32,203 Total liabilities $ 32,203 $ - $ - $ 32,203
Schedule of changes in level 3 liabilities measured at fair value on a recurring basis		2022 2021 Total Debt Issuance $ - $ 10,500 $ 10,500 Losses included in Net Income - 21,703 21,703 Balance, December 31, 2021 - 32,203 32,203 Debt Issuance 28,000 - 28,000 Losses included in Net Income 21,543 6,637 28,180 Balance at Conversion 49,543 38,840 88,383 Transfer out (49,543 ) (38,840 ) (88,383 ) Balance, December 31, 2022 $ - $ - $ -

Foxo Life Insurance Company (Ta

Foxo Life Insurance Company (Tables)	12 Months Ended
	Dec. 31, 2022
Foxo Life Insurance Company [Abstract]
Schedule of deferred annuity contracts from the date of the acquisition	2022 2021 Beginning / acquired balance $ 4,717 $ 4,816 Deposits received 7 3 Interest credited 139 87 Withdrawals (536 ) (189 ) Balance at end of period $ 4,327 $ 4,717

Business Segment (Tables)

Business Segment (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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.	Revenue Earnings 2022 2021 2022 2021 FOXO Labs $ 483 $ 85 $ (2,769 ) $ (4,790 ) FOXO Life 28 35 (3,735 ) (2,381 ) 511 120 (6,504 ) (7,171 ) Corporate and other (a) (87,311 ) (30,199 ) Interest expense (1,440 ) (1,118 ) Total $ 511 $ 120 $ (95,255 ) $ (38,488 ) (a) Corporate and other includes stock-based compensation, including the consulting agreement, Cantor Commitment Fee and vendor shares, expense of $17,708, depreciation and amortization expense of $1,487, change in fair value of convertible debentures and warrant liability expense of $26,104, $1,307 for impairment charge and $27,544 of other non-operating expenses for the year ended December 31, 2022. Additionally, the year ended December 31, 2022 included. For the year ended December 31, 2021 corporate and other included stock-based compensation, depreciation, changes in fair value of the convertible debentures and investment impairment of $131, $98, $21,703, and $400 respectively. See Notes 5, 6, 7, 9 and 11 for additional information.

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Equity-Based Compensation [Abstract]
Schedule of management contingent share plan	Management Grant Date Beginning of year - $ - Granted 9,200,000 $ 7.81 Forfeited (3,683,000 ) $ 7.81 End of year 5,517,000 $ 7.81 Vested 1,169,000 $ 7.81
Schedule of stock option activity	Stock Weighted- Average Aggregate Beginning of year 2,828,307 $ 6.51 Granted 204,181 $ 15.75 Exercised (14,796 ) $ 6.51 Forfeited (252,593 ) $ 8.36 End of year 2,765,099 $ 7.02 2.77 $ - Exercisable at end of year 2,480,991 $ 6.70 2.67 $ -
Schedule of fair value of stock option is a black-scholes	2022 2021 Expected term (years) 3.2 2.3 Expected volatility 70.0 % 94.3 % Risk-free interest rate 1.38 % 0.24 % Expected dividend yield 0.0 % 0.0 % Per-share weighted average grant date fair value $ 15.75 $ 0.59
Schedule of equity-based compensation expense	2022 2021 Research and development 1 $ 110 $ (19 ) Selling, general and administrative 834 150 Total equity based compensation expense $ 944 $ 131 1) Had the Company recorded the Management Contingent Share Plan within research and development and selling, general and administrative expense, then research and development would have been higher by $201 with the remaining expense recognized within selling, general and administrative expense.

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Schedule of reconciliation of income taxes at the statutory federal income tax rate	2022 2021 Deferred provision - federal $ 9,767 $ 3,372 Deferred provision - state 4,054 1,613 13,821 4,985 Net change to valuation allowance (13,821 ) (4,985 ) Total provision for income taxes $ - $ -
Schedule of reconciliation of income taxes at the statutory federal income tax rate	2022 2021 Statutory U.S. tax rate 21.0 % 21.0 % State taxes, net of federal benefit 9.0 7.0 Fair value adjustments on convertible debentures (7.1 ) (14.9 ) Forward purchase agreement (8.5 ) - Other (0.1 ) (0.1 ) Valuation allowance (14.5 ) (13.0 ) Effective tax rate - % - %
Schedule of net deferred tax asset	2022 2021 Deferred tax assets: Accrued compensation $ 3,817 $ 38 Net operating loss carryforwards 17,193 7,885 Capitalized software 1,270 - Property and equipment 7 130 Issuance fees on convertible debentures - 25 Gross deferred tax assets 22,287 8,078 Valuation allowance (21,837 ) (8,027 ) Total deferred tax assets 450 51 Deferred tax liabilities: Prepaid expenses (450 ) (51 ) Deferred tax liabilities (450 ) (51 ) Net deferred tax asset $ - $ -

Description of Business (Detail

Description of Business (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Feb. 24, 2022
Class A Common Stock [Member]
Description of Business (Details) [Line Items]
Investor shares (in Dollars)		$ 40,000
Issued and outstanding percentage	100%
Class B Common Stock [Member]
Description of Business (Details) [Line Items]
Issued and outstanding percentage	100%
Converted stock (in Shares)	15,518,705
Business Combination [Member]
Description of Business (Details) [Line Items]
Business combination, description	Immediately prior to the Closing, the following transactions occurred: ●8,000,000 shares of FOXO Technologies Operating Company Series A preferred stock (the “FOXO Preferred Stock”) were exchanged for 8,000,000 shares of FOXO Class A Common Stock. ●The 2021 Bridge Debentures (as defined in Note 5) in the principal amount, together with accrued and unpaid interest, of $24,402 were converted into 6,759,642 shares of FOXO Class A Common Stock. ●The holders of the 2022 Bridge Debentures (as defined in Note 5) in the principal amount, together with accrued and unpaid interest, of $34,496 were converted into 7,810,509 shares of FOXO Class A Common Stock.

Liquidity and Management's Pl_2

Liquidity and Management's Plan (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022
Liquidity And Managements Plan [Abstract]
Net loss	$ 7,639	$ 95,255
Accumulated deficit	154,870	147,231
Cash used in operating activities	3,360	23,760
Cash and cash equivalents	2,155	513
Convertible debentures			$ 28,000	$ 28,000
Initially intended capital amount	$ 300,000	$ 300,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Impairment charges				$ 400
Carrying value of investment			$ 100	$ 100
contract assets			200
Other current assets			100
Other assets			$ 100
Percentage of commissions earned			80%
Percentage of commission and fee revenues		15%	5%
Percentage of coinsurance agreement			100%
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of royalty	5%
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of royalty	1.25%

Intangible Assets and Cloud C_3

Intangible Assets and Cloud Computing Arrangements (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Intangible Assets and Cloud Computing Arrangements [Abstract]
Impairment charges	$ 922	$ 1,307
Intangible asset		$ 63

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	Dec. 31, 2021
Schedule of components of intangible assets [Abstract]
Epigenetics pipeline		$ 576	$ 75
Underwriting API		770	53
Longevity API		697
Less: accumulated amortization	$ (286)	(106)
Intangible assets	1,863	2,043	$ 191
Epigenetics pipeline [Member]
Schedule of components of intangible assets [Abstract]
Epigenetics pipeline	592	592
Underwriting API [Member]
Schedule of components of intangible assets [Abstract]
Underwriting API	840	840
Longevity API [Member]
Schedule of components of intangible assets [Abstract]
Longevity API	$ 717	$ 717

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			6 Months Ended	12 Months Ended
	Apr. 27, 2022	Mar. 03, 2022	Mar. 01, 2022	Sep. 20, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 04, 2021	Feb. 23, 2021	Jan. 25, 2021
Debt (Details) [Line Items]
Senior notes percentage				15%					15%
Aggregate principal amount				$ 3,458,000
Net proceeds				2,918,000
Fees and expenses				$ 540,000
Bear interest percentage					15%				15%
Interest rate (in Dollars per share)					$ 1.15
Current liabilities					$ 3,368,000				$ 1,409,000
PIK interest					135,000				130,000
Amortization of debt					94,000
Interest percentage									1.15
Contractual interest expenses									130,000
Debt issuance cost					$ 94,000				91,000
Original issue discount							12.50%
Cash payments									$ 1,092,000
Aggregate principal issued								$ 28,000,000
Outstanding percentage									130%
Common stock shares (in Shares)					4,321,875				50,000
Class A Common Stock [Member]
Debt (Details) [Line Items]
Common stock shares (in Shares)					9,205,270
2021 Bridge Debentures [Member]
Debt (Details) [Line Items]
Net proceeds							$ 9,612,000
Fees and expenses							$ 888,000
Debt issuance cost									$ 91,000
Original issue discount							12.50%
Convertible debentures							$ 11,812,000
Aggregate principal amount											$ 562,000	$ 3,367,000	$ 7,883,000
Cash payments								$ 507,000
Accrued interest, percentage										12%
Business combination, description									The 2021 Bridge Amendment was executed to provide the Company additional time to finalize the Business Combination. The 2021 Bridge Amendment amended the terms of the 2021 Bridge Debentures to, among other things: (i) permit the Company to undertake another offering of convertible debentures, (ii) allow the Company to extend the maturity dates of the 2021 Bridge Debentures an additional five months following the end of the initial three-month extension period, discussed above, and (iii) implement additional amounts owed on the outstanding balance of the 2021 Bridge Debentures under certain circumstances, the first of which related to the signing of the Merger Agreement and resulted in an increase in the outstanding balance of approximately 135%, which was followed by an additional increase of approximately 145% of the outstanding balance when the 2021 Bridge Debentures remained outstanding at the end of the initial three-month extension period.
Interest expense									$ 1,627,000	$ 508,000
Nonrelated party holders										$ 1,119,000
2021 Bridge Debentures [Member] | Class A Common Stock [Member]
Debt (Details) [Line Items]
Warrants right of purchase (in Shares)										1,905,853
2021 Bridge Debentures [Member] | Chief Executive Officer [Member]
Debt (Details) [Line Items]
Aggregate principal amount													$ 3,656,000
2022 Bridge Debentures [Member]
Debt (Details) [Line Items]
Interest percentage									10
Convertible debentures									$ 30,800,000
Bridge debentures description						The Company received net proceeds of $28,000 from the sale of the 2022 Bridge Debentures, after an OID of 10%. The 2022 Bridge Debentures were issued in three tranches, with $16,500 in aggregate principal issued on March 1, 2022, $8,250 in aggregate principal issued on March 3, 2022 and the remaining $6,050 in aggregate principal issued on April 27, 2022.		The Company received net proceeds of $28,000 from the sale of the 2022 Bridge Debentures, after an OID of 10%. The 2022 Bridge Debentures were issued in three tranches, with $16,500 in aggregate principal issued on March 1, 2022, $8,250 in aggregate principal issued on March 3, 2022 and the remaining $6,050 in aggregate principal issued on April 27, 2022.
Aggregate principal issued	$ 6,050,000	$ 8,250,000	$ 16,500,000
Interest rate percentage									12%
Outstanding percentage									120%
Unpaid interest rate									130%
2022 Bridge Debentures [Member] | Class A Common Stock [Member]
Debt (Details) [Line Items]
Common stock, share issued (in Shares)									350,000
Investor shares (in Shares)									602,578
Common stock shares (in Shares)									350,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 06, 2022	Apr. 30, 2022	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	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	871,256
Expenses recognized amount			$ 2,081		$ 15
Additional payment to related party					$ 834	$ 150
Treasury stock, common shares (in Shares)			80,000
Company loan, description					The Company loaned Delwinds $387 per month in June 2022, July 2022, and August 2022 prior to the Closing of the Business Combination.
Related party payable					$ 500
Treasury stock, common shares (in Shares)			2,140,761		2,140,761
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)		1,500,000
Aggregate principal amount	$ 1,160
Per share of aggregate principal amount (in Dollars per share)	$ 0.035
Consulting Agreement [Member]
Related Party Transactions (Details) [Line Items]
Expenses recognized amount					$ 5,649
Contractor Agreement [Member]
Related Party Transactions (Details) [Line Items]
Expenses recognized amount					29
Dr. Khaleghi [Member]
Related Party Transactions (Details) [Line Items]
Additional payment to related party			$ 0		27
Additional payment to related party					$ 99	$ 18
Treasury stock, common shares (in Shares)					80,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders’ Equity (Details) [Line Items]
Per share (in Dollars per share)	$ 0.0001	$ 0.0001
Authorized shares	510,000,000	510,000,000
Shares of preferred stock	10,000,000	10,000,000
Shares of preferred stock
Common stock issued
Public warrants expire period	5 years	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.	Once the warrants become exercisable, 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.
Common Stock outstanding
Purchase share		1,905,853
Agreed to shares		300,000
Initial Public Offering [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock issued	10,062,500	10,062,500
Private Placement Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of common stock warrants	316,250	316,250
Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of preferred stock	10,000,000	10,000,000
Assumed Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock per share (in Dollars per share)	$ 6.21	$ 6.21
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Per share (in Dollars per share)	$ 11.5	$ 11.5
Shares of common stock	500,000,000	500,000,000
Common stock issued	1	1
Investor shares		40,000
Issuance shares		190,476
Class A Common Stock [Member] | Assumed Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock issued	1	1
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock issued	1,905,853	632,500

Net Loss Per Share (Details)

Net Loss Per Share (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Management contingent shares	4,237,000	4,348,000

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		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Net loss available to common shares	$ (7,639)	$ (12,367)	$ (95,255)	$ (38,488)
Class A Common Stock [Member]
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Basic and diluted weighted average number	23,181	5,827	11,339	5,820
Basic and diluted net loss available	$ (0.33)	$ (2.12)	$ (8.4)	$ (6.61)

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		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Diluted weighted average number	23,181	5,827	11,339	5,820
Diluted net loss available	$ (0.33)	$ (2.12)	$ (8.40)	$ (6.61)

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	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock [Abstract]
Series A preferred stock			4,646,698	4,646,698
Public and private warrants	10,378,750	10,378,750
Assumed warrants	1,905,853	1,905,853	1,905,853	1,905,853
Assumed options	2,273,099	2,965,500	2,965,500	2,965,500
Total antidilutive shares	14,557,702	15,250,103	24,088,202	16,277,693
2021 Bridge Debentures [Member]
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock [Abstract]
Bridge Debentures			6,759,642	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) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Implied borrowing rate		52%
2021 Bridge Debentures [Member]
Fair Value Measurements (Details) [Line Items]
Debentures of converted shares	6,759,642
2022 Bridge Debentures [Member]
Fair Value Measurements (Details) [Line Items]
Debentures of converted shares	7,810,509

Fair Value Measurements (Deta_2

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	Dec. 31, 2021
Liabilities:
Total liabilities	$ 311	$ 311	$ 32,203
Forward Purchase Collateral Derivative [Member]
Liabilities:
Total liabilities	311	311
2021 Bridge Debentures [Memebr]
Liabilities:
Total liabilities		311	32,203
Level 1 [Member]
Liabilities:
Total liabilities	302	302
Level 1 [Member] | Forward Purchase Collateral Derivative [Member]
Liabilities:
Total liabilities	302	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	9
Level 2 [Member] | 2021 Bridge Debentures [Memebr]
Liabilities:
Total liabilities		9
Level 3 [Member]
Liabilities:
Total liabilities			32,203
Level 3 [Member] | Forward Purchase Collateral Derivative [Member]
Liabilities:
Total liabilities
Level 3 [Member] | 2021 Bridge Debentures [Memebr]
Liabilities:
Total liabilities			$ 32,203

Foxo Life Insurance Company (De

Foxo Life Insurance Company (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Foxo Life Insurance Company (Details) [Line Items]
Statutory capital	$ 5,002	$ 5,000
Cash		1,092
Amount earned	51	362	$ 108
Claims incurred	251	1,349	523
Authorized	4,751	62	65
Purchase consideration		1,155
Fair value		$ 63
Reinsure policies percentage		100%
Reinsured business percentage		100%
Policy reserves		$ 18,573	19,463
Statutory capital and surplus		$ 5,000
Risk-based capital percentage		301%
Reinsured by the seller		100%
Reinsured by the seller		$ 105	29
Traditional life reserves		14,246	$ 14,746
FOXO Life Insurance Company [Member]
Foxo Life Insurance Company (Details) [Line Items]
Cash	$ 200	100
Acquisition-related Costs [Member]
Foxo Life Insurance Company (Details) [Line Items]
Statutory capital		$ 1,092

Business Segment (Details)

Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Depreciation expense	$ 2,626	$ 231	$ 1,487	$ 131
Fair value of convertible debentures	$ 929			98
Change in fair value of convertible debentures and warrant liability expense		31	26,104
Investment impairment		$ 7,432	1,307	21,703
Consulting agreement expense			17,708
Other non-operating expenses			$ 27,544
Compensation expense				$ 400

Business Segment (Details) - Sc

Business Segment (Details) - Schedule of operations by business segment - USD ($) $ in Thousands	3 Months Ended				12 Months Ended
	Mar. 31, 2023		Mar. 31, 2022		Dec. 31, 2022		Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenue	$ 13		$ 40
Earnings	(937)		(1,307)		$ (6,504)		$ (7,171)
Corporate and other	(6,477)	[1]	(10,738)	[1]	(87,311)	[2]	(30,199)	[2]
Interest expense	(225)		(322)		(1,440)		(1,118)
Total Revenue	13		40		511		120
Total Earnings	(7,639)		(12,367)		(95,255)		(38,488)
FOXO Labs [Member]
Segment Reporting Information [Line Items]
Revenue	7		32
Earnings	(290)		(504)		(2,769)		(4,790)
FOXO Life [Member]
Segment Reporting Information [Line Items]
Revenue	6		8
Earnings	$ (647)		$ (803)		$ (3,735)		$ (2,381)
[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. Corporate and other includes stock-based compensation, including the consulting agreement, Cantor Commitment Fee and vendor shares, expense of $17,708, depreciation and amortization expense of $1,487, change in fair value of convertible debentures and warrant liability expense of $26,104, $1,307 for impairment charge and $27,544 of other non-operating expenses for the year ended December 31, 2022. Additionally, the year ended December 31, 2022 included. For the year ended December 31, 2021 corporate and other included stock-based compensation, depreciation, changes in fair value of the convertible debentures and investment impairment of $131, $98, $21,703, and $400 respectively. See Notes 5, 6, 7, 9 and 11 for additional information.

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Number of purchase unit (in Shares)	10,000	10,000
Supplies outstanding (in Shares)	3,000	3,000
Commitment amount	$ 92	$ 92
Remaining purchase obligation	146	$ 146
Primarily related to an advisor fee	$ 238
Convertible debenture percentage	12.50%	12.50%
Claims damages cost	$ 6,207	$ 6,207
Severance and related expense	696	576
Accrued severance expense	879	999
Management expenses	$ 9,130	$ 8,695
Shares issued (in Shares)	4,321,875	50,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 03, 2023	Apr. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 27, 2023	Mar. 31, 2022
Subsequent Events (Details) [Line Items]
Impairement loss					$ 400
Common stock rate of shares			1,905,853	1,905,853	1,905,853		1,905,853
Shares of common stock			4,321,875	50,000
Percentage of original principal amount			1.25%
Original principal amount			$ 1
Out-of-pocket costs expenses			$ 2,081	$ 15
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		$ 1,425
Statutory capital and surplus amount	$ 5,002
Consideration amount	200
Out-of-pocket costs expenses	51
Statutory capital and surplus	$ 4,751
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			$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of revenue by source generated from services - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 13	$ 40	$ 511	$ 120
Epigenetic biomarker services [Member]
Disaggregation of Revenue [Line Items]
Total revenue			400
Epigenetic biomarker royalties [Member]
Disaggregation of Revenue [Line Items]
Total revenue			83	85
Life insurance commissions [Member]
Disaggregation of Revenue [Line Items]
Total revenue			$ 28	$ 35

Intangible Assets and Cloud C_6

Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of intangible assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2023
Schedule of components of intangible assets [Abstract]
Insurance license		$ 63
Longevity pipeline	576	75
Underwriting API	770	53
Longevity API	697
Intangible assets	$ 2,043	$ 191	$ 1,863

Intangible Assets and Cloud C_7

Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of cloud computing arrangements - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of cloud computing arrangements [Line Items]
Other assets	$ 2,225	$ 2,745
Digital insurance platform [Member]
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of cloud computing arrangements [Line Items]
Other assets	2,225	1,980
Health study tool [Member]
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of components of cloud computing arrangements [Line Items]
Other assets		$ 765

Equity-Based Compensation (Deta

Equity-Based Compensation (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Equity-Based Compensation (Details) [Line Items]
Shares subject to equitable adjustment (in Shares)				9,200,000
Time-based vesting, description				Each restricted share award shall be subject to three service-based vesting conditions:   a) Sixty percent (60%) of a participant’s restricted share award will become vested on the third anniversary of the Closing if the participant is still employed by the company on such date (and has been continuously employed by the company from the date of grant through such vesting date).   b) An additional twenty percent (20%) of a participant’s restricted share award will become vested on the fourth anniversary of the Closing if the participant is still employed by the company on such date (and has been continuously employed by the company from the date of grant through such vesting date).   c) The final twenty percent (20%) of a participant’s restricted share award will become vested on the fifth anniversary of the Closing if the participant is still employed by the company on such date (and has been continuously employed by the company from the date of grant through such vesting date).
Stock options (in Shares)				2,765,099
Restricted stock outstanding (in Shares)				17,425
Additional stock options (in Shares)				204,181
Deferred compensation liability				$ 54,000
Stock options granted vest term				5 years
Selling, general and administrative expense		$ 6,332,000	$ 4,002,000	$ 27,196,000	$ 10,272,000
Unrecognized compensation				1,105,000
Management Contingent Share Plan [Member]
Equity-Based Compensation (Details) [Line Items]
Vesting expenses				$ 10,091,000
Fair value at grant date (in Dollars per share)				$ 7.81
Service-based conditions				$ 8,695,000
Selling, general and administrative expense				$ 201,000
2022 Equity Incentive Plan [Member]
Equity-Based Compensation (Details) [Line Items]
Shares issued (in Shares)				3,286,235
2020 Stock Incentive Plan [Member]
Equity-Based Compensation (Details) [Line Items]
Stock options outstanding (in Shares)				2,965,500
Weighted-average exercise price (in Dollars per share)				$ 7.13
Minimum [Member]
Equity-Based Compensation (Details) [Line Items]
Exercise price				$ 6,510
Expected term	2 years 2 months 12 days
Weighted average period terms				1 year
Minimum [Member] | Management Contingent Share Plan [Member]
Equity-Based Compensation (Details) [Line Items]
Unrecognized compensation				$ 10,358,000
Maximum [Member]
Equity-Based Compensation (Details) [Line Items]
Exercise price				$ 15,750
Expected term	3 years 3 months 18 days
Weighted average period terms				1 year 8 months 12 days
Maximum [Member] | Management Contingent Share Plan [Member]
Equity-Based Compensation (Details) [Line Items]
Unrecognized compensation				$ 51,257,000
Class A Common Stock [Member]
Equity-Based Compensation (Details) [Line Items]
Shares issued (in Shares)		29,558,830		29,669,830
Class A Common Stock [Member] | 2020 Stock Incentive Plan [Member]
Equity-Based Compensation (Details) [Line Items]
Stock options outstanding (in Shares)				5,105,648

Equity-Based Compensation (De_2

Equity-Based Compensation (Details) - Schedule of management contingent share plan - Management Contingent Share Plan [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Schedule of Management Contingent Share Plan [Abstract]
Management Contingent Share Plan, beginning | shares
Grant Date Fair Value, beginning | $ / shares
Management Contingent Share Plan, ending | shares	5,517,000
Grant Date Fair Value, ending | $ / shares	$ 7.81
Management Contingent Share Plan, granted | shares	9,200,000
Grant Date Fair Value Granted | $ / shares	$ 7.81
Management Contingent Share Plan, forfeited | shares	(3,683,000)
Grant Date Fair Value, forfeited | $ / shares	$ 7.81
Management Contingent Share Plan, vested | shares	1,169,000
Grant Date Fair Value, vested | $ / shares	$ 7.81

Equity-Based Compensation (De_3

Equity-Based Compensation (Details) - Schedule of stock option activity	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Schedule of Stock Option Activity [Abstract]
Stock Option Awards, beginning | shares	2,828,307
Weighted- Average Exercise Price, beginning | $ / shares	$ 6.51
Stock Option Awards, ending | shares	2,765,099
Weighted- Average Exercise Price, ending | $ / shares	$ 7.02
Average Remaining Life (Years), ending	2 years 9 months 7 days
Aggregate Intrinsic Value, ending | $
Stock Option Awards, exercisable at ending | shares	2,480,991
Weighted- Average Exercise Price, exercisable at ending | $ / shares	$ 6.7
Average Remaining Life (Years), exercisable at ending	2 years 8 months 1 day
Aggregate Intrinsic Value, exercisable at ending | $
Stock Option Awards Granted | shares	204,181
Weighted- Average Exercise Price, granted | $ / shares	$ 15.75
Stock Option Awards, exercised | shares	(14,796)
Weighted- Average Exercise Price, exercised | $ / shares	$ 6.51
Stock Option Awards, forfeited | shares	(252,593)
Weighted- Average Exercise Price, forfeited | $ / shares	$ 8.36

Equity-Based Compensation (De_4

Equity-Based Compensation (Details) - Schedule of fair value of stock option is a black-scholes - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Fair Value of Stock Option is a Black-Scholes [Abstract]
Expected term (years)	3 years 2 months 12 days	2 years 3 months 18 days
Expected volatility	70%	94.30%
Risk-free interest rate	1.38%	0.24%
Expected dividend yield	0%	0%
Per-share weighted average grant date fair value (in Dollars per share)	$ 15.75	$ 0.59

Equity-Based Compensation (De_5

Equity-Based Compensation (Details) - Schedule of equity-based compensation expense - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity-Based Compensation Expense [Abstract]
Research and development	[1]	$ 110	$ (19)
Selling, general and administrative		834	150
Total equity based compensation expense		$ 944	$ 131
[1] Had the Company recorded the Management Contingent Share Plan within research and development and selling, general and administrative expense, then research and development would have been higher by $201 with the remaining expense recognized within selling, general and administrative expense.

Forward Purchase Agreement (Det

Forward Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 10, 2022	Dec. 31, 2022
Forward Purchase Agreement (Details) [Line Items]
Purchase agreement (in Dollars)		$ 29,135
Reset price percentage		92.50%
Price per share		$ 10
Product price per share		$ 0.05
Purchase agreement shares (in Shares)	500,000
Fair value additional expense (in Dollars)		$ 270
Class A Common Stock [Member]
Forward Purchase Agreement (Details) [Line Items]
Redeem shares agreement (in Shares)		2,873,728
Price per share		$ 2.5

Net Loss Per Share (Details) _4

Net Loss Per Share (Details) - Schedule of basic and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Net loss available to common shares	$ (7,639)	$ (12,367)	$ (95,255)	$ (38,488)
Class A Common Stock [Member]
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Basic and diluted weighted average number	23,181	5,827	11,339	5,820
Basic and diluted net loss available	$ (0.33)	$ (2.12)	$ (8.4)	$ (6.61)

Net Loss Per Share (Details) _5

Net Loss Per Share (Details) - Schedule of basic and diluted earnings per share (Parentheticals) - Class A Common Stock [Member] - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Diluted weighted average number	23,181	5,827	11,339	5,820
Diluted net loss available	$ (0.33)	$ (2.12)	$ (8.40)	$ (6.61)

Net Loss Per Share (Details) _6

Net Loss Per Share (Details) - Schedule of antidilutive and reduce the net loss per common stock - shares	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock [Abstract]
Series A preferred stock			4,646,698	4,646,698
Public and private warrants	10,378,750	10,378,750
Assumed warrants	1,905,853	1,905,853	1,905,853	1,905,853
Assumed options	2,273,099	2,965,500	2,965,500	2,965,500
Total antidilutive shares	14,557,702	15,250,103	24,088,202	16,277,693
2021 Bridge Debentures [Member]
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock [Abstract]
Bridge Debentures			6,759,642	6,759,642

Fair Value Measurements (Deta_3

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	Dec. 31, 2021
Liabilities:
Total liabilities	$ 311	$ 311	$ 32,203
Forward Purchase Collateral Derivative [Member]
Liabilities:
Total liabilities	311	311
2021 Bridge Debentures [Memebr]
Liabilities:
Total liabilities		311	32,203
Level 1 [Member]
Liabilities:
Total liabilities	302	302
Level 1 [Member] | Forward Purchase Collateral Derivative [Member]
Liabilities:
Total liabilities	302	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	9
Level 2 [Member] | 2021 Bridge Debentures [Memebr]
Liabilities:
Total liabilities		9
Level 3 [Member]
Liabilities:
Total liabilities			32,203
Level 3 [Member] | Forward Purchase Collateral Derivative [Member]
Liabilities:
Total liabilities
Level 3 [Member] | 2021 Bridge Debentures [Memebr]
Liabilities:
Total liabilities			$ 32,203

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in level 3 liabilities measured at fair value on a recurring basis - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Issuance	$ 28,000	$ 10,500
Losses included in Net Income	28,180	21,703
Balance		32,203
Balance at Conversion	88,383
Transfer out	(88,383)
2022 Bridge Debentures [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Issuance	28,000
Losses included in Net Income	21,543
Balance
Balance at Conversion	49,543
Transfer out	(49,543)
2021 Bridge Debentures [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Issuance		10,500
Losses included in Net Income	6,637	21,703
Balance		$ 32,203
Balance at Conversion	38,840
Transfer out	$ (38,840)

Income Taxes (Details)

Income Taxes (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Accumulated federal losses	$ 59,688
Federal net loss carryforward	1,642
Net loss carryforwards	58,046
Accumulated state losses	$ 51,334

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Provision for Income Taxes [Abstract]
Deferred provision - federal	$ 9,767	$ 3,372
Deferred provision - state	4,054	1,613
Total	13,821	4,985
Net change to valuation allowance	(13,821)	(4,985)
Total provision for income taxes

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of reconciliation of income taxes at the statutory federal income tax rate	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Statutory Federal Income Tax Rate to the Effective Income Tax Rate [Abstract]
Statutory U.S. tax rate	21%	21%
State taxes, net of federal benefit	9%	7%
Fair value adjustments on convertible debentures	(7.10%)	(14.90%)
Forward purchase agreement	(8.50%)
Other	(0.10%)	(0.10%)
Valuation allowance	(14.50%)	(13.00%)
Effective tax rate

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of net deferred tax asset - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accrued compensation	$ 3,817	$ 38
Net operating loss carryforwards	17,193	7,885
Capitalized software	1,270
Property and equipment	7	130
Issuance fees on convertible debentures		25
Gross deferred tax assets	22,287	8,078
Valuation allowance	(21,837)	(8,027)
Total deferred tax assets	450	51
Deferred tax liabilities:
Prepaid expenses	(450)	(51)
Deferred tax liabilities	(450)	(51)
Net deferred tax asset

Foxo Life Insurance Company (_2

Foxo Life Insurance Company (Details) - Schedule of deferred annuity contracts from the date of the acquisition - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Deferred Annuity Contracts From the Date of the Acquisition [Abstract]
Beginning / acquired balance	$ 4,717	$ 4,816
Balance at end of period	4,327	4,717
Deposits received	7	3
Interest credited	139	87
Withdrawals	$ (536)	$ (189)

Business Segment (Details) - _2

Business Segment (Details) - Schedule of operations by business segment - USD ($) $ in Thousands	3 Months Ended				12 Months Ended
	Mar. 31, 2023		Mar. 31, 2022		Dec. 31, 2022		Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenue					$ 344
Earnings	$ (937)		$ (1,307)		(6,504)		$ (7,171)
Corporate and other	(6,477)	[1]	(10,738)	[1]	(87,311)	[2]	(30,199)	[2]
Interest expense	(225)		(322)		(1,440)		(1,118)
Total Revenue	13		40		511		120
Total Earnings	(7,639)		(12,367)		(95,255)		(38,488)
Revenue [Member]
Segment Reporting Information [Line Items]
Revenue					511		120
Total Revenue					511		120
FOXO Labs [Member]
Segment Reporting Information [Line Items]
Earnings	(290)		(504)		(2,769)		(4,790)
FOXO Labs [Member] | Revenue [Member]
Segment Reporting Information [Line Items]
Revenue					483		85
FOXO Life [Member]
Segment Reporting Information [Line Items]
Earnings	$ (647)		$ (803)		(3,735)		(2,381)
FOXO Life [Member] | Revenue [Member]
Segment Reporting Information [Line Items]
Revenue					$ 28		$ 35
[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. Corporate and other includes stock-based compensation, including the consulting agreement, Cantor Commitment Fee and vendor shares, expense of $17,708, depreciation and amortization expense of $1,487, change in fair value of convertible debentures and warrant liability expense of $26,104, $1,307 for impairment charge and $27,544 of other non-operating expenses for the year ended December 31, 2022. Additionally, the year ended December 31, 2022 included. For the year ended December 31, 2021 corporate and other included stock-based compensation, depreciation, changes in fair value of the convertible debentures and investment impairment of $131, $98, $21,703, and $400 respectively. See Notes 5, 6, 7, 9 and 11 for additional information.

Sponsored Research (Details)

Sponsored Research (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Sponsored Research (Details) [Line Items]
Debt instrument, frequency of periodic payment			The Company is responsible for payments up to $849 related to the agreement, half of which was paid upon contract execution during the second quarter of 2022. Remaining payments are due as follows: (i) 20% upon the enrollment of the first patient, (ii) 20% upon the enrollment of the final patient and (iii) 10% upon lab receipt of shipments for all initially planned assays. In addition to the $424 payment upon execution, the Company incurred $272 of other costs related to VECTOR. Costs associated with the clinical trial agreement are being recorded as research and development expenses in the consolidated statements of operations.
Research expenses	$ 309	$ 601	$ 3,047	$ 4,879
Life insurance carrier and reinsurer			200
CRADA agreement [Member]
Sponsored Research (Details) [Line Items]
Total fund amount			200
Research expenses			100	54
CHOP Agreement [Member]
Sponsored Research (Details) [Line Items]
Total fund amount			311
Research expenses			$ 159	$ 126