Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Jan. 19, 2024 | |
Document Information Line Items | ||
Entity Registrant Name | FOXO TECHNOLOGIES INC. | |
Trading Symbol | FOXO | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 8,946,032 | |
Amendment Flag | false | |
Entity Central Index Key | 0001812360 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39783 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1050265 | |
Entity Address, Address Line One | 729 N | |
Entity Address, Address Line Two | Washington Ave | |
Entity Address, Address Line Three | Suite 600 | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55401 | |
City Area Code | (612) | |
Local Phone Number | 562-9447 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 42 | $ 5,515 |
Supplies | 1,131 | 1,313 |
Prepaid expenses | 1,306 | 2,686 |
Prepaid consulting fees | 2,676 | |
Other current assets | 106 | 114 |
Total current assets | 2,585 | 12,304 |
Intangible assets | 428 | 2,043 |
Reinsurance recoverables | 18,573 | |
Cloud computing arrangements | 2,225 | |
Other assets | 118 | 263 |
Total assets | 3,131 | 35,408 |
Current liabilities | ||
Accounts payable | 4,816 | 3,466 |
Senior PIK Notes | 4,006 | 1,409 |
Accrued severance | 1,528 | 1,045 |
Accrued settlement | 2,300 | |
Accrued and other liabilities | 119 | 493 |
Total current liabilities | 13,516 | 6,913 |
Warrant liability | 67 | 311 |
Senior PIK Notes | 1,730 | |
Policy reserves | 18,573 | |
Other liabilities | 651 | 1,173 |
Total liabilities | 14,234 | 28,700 |
Commitments and contingencies (Note 12) | ||
Stockholders’ (deficit) equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued or outstanding as of September 30, 2023 and December 31, 2022 | ||
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 5,916,852 and 2,966,967 issued, and 5,916,852 and 2,752,890 outstanding as of September 30, 2023 and December 31, 2022, respectively | 6 | 3 |
Treasury stock, at cost, 0 and 214,077 as of September 30, 2023 and December 31, 2022, respectively | ||
Additional paid-in capital | 161,180 | 153,936 |
Accumulated deficit | (172,289) | (147,231) |
Total stockholders’ (deficit) equity | (11,103) | 6,708 |
Total liabilities and stockholders’ (deficit) equity | 3,131 | 35,408 |
Related Party | ||
Current liabilities | ||
Related party payables | $ 747 | $ 500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, cost | 0 | 214,077 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 5,916,852 | 2,966,967 |
Common stock, shares outstanding | 5,916,852 | 2,752,890 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenue | $ 10 | $ 14 | $ 35 | $ 93 |
Cost of sales | 70 | 70 | ||
Gross profit | (60) | 14 | (35) | 93 |
Operating expenses: | ||||
Research and development | 283 | 558 | 925 | 2,160 |
Management contingent share plan expense (forfeitures) | (1,553) | (141) | ||
Impairment of intangible assets and cloud computing arrangements | 2,633 | |||
Selling, general and administrative | 4,717 | 8,269 | 15,052 | 17,239 |
Total operating expenses | 3,447 | 8,827 | 18,469 | 19,399 |
Loss from operations | (3,507) | (8,813) | (18,504) | (19,306) |
Non-cash change in fair value of convertible debentures | (3,697) | (28,180) | ||
Change in fair value of warrant liability | 36 | 1,349 | 244 | 1,349 |
Change in fair value of forward purchase put derivative | (1,284) | (1,284) | ||
Change in fair value of forward purchase collateral derivative | (27,378) | (27,378) | ||
Loss from PIK Note Amendment and 2022 Debenture Release | (3,521) | |||
Interest expense | (148) | (424) | (865) | (1,250) |
Other income (expense) | (41) | (779) | 54 | (883) |
Total non-operating expense | (153) | (32,213) | (4,088) | (57,626) |
Loss before income taxes | (3,660) | (41,026) | (22,592) | (76,932) |
Provision for income taxes | ||||
Net loss | (3,660) | (41,026) | (22,592) | (76,932) |
Deemed dividend related to the Exchange Offer | (2,466) | |||
Net loss to common stockholders | $ (3,660) | $ (41,026) | $ (25,058) | $ (76,932) |
Class A Common Stock | ||||
Operating expenses: | ||||
Net loss per share of Class A common stock, basic (in Dollars per share) | $ (0.75) | $ (67.04) | $ (7.48) | $ (128.65) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Common Stock | ||||
Net loss per share of Class A common stock, diluted | $ (0.75) | $ (67.04) | $ (7.48) | $ (128.65) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | FOXO Technologies Operating Company Series A Preferred Stock Note Warrant | FOXO Technologies Operating Company Series A Preferred Stock Employee Stock | FOXO Technologies Operating Company Series A Preferred Stock Private Placement | FOXO Technologies Operating Company Series A Preferred Stock | FOXO Technologies Operating Company Class A Common Stock Note Warrant | FOXO Technologies Operating Company Class A Common Stock Employee Stock | FOXO Technologies Operating Company Class A Common Stock Private Placement | FOXO Technologies Operating Company Class A Common Stock | FOXO Technologies Operating Company Class B Common Stock Note Warrant | FOXO Technologies Operating Company Class B Common Stock Employee Stock | FOXO Technologies Operating Company Class B Common Stock Private Placement | FOXO Technologies Operating Company Class B Common Stock | FOXO Technologies Inc. Class A Common Stock Note Warrant | FOXO Technologies Inc. Class A Common Stock Employee Stock | FOXO Technologies Inc. Class A Common Stock Private Placement | FOXO Technologies Inc. Class A Common Stock | FOXO Technologies Inc. Treasury Stock Employee Stock | FOXO Technologies Inc. Treasury Stock Private Placement | FOXO Technologies Inc. Treasury Stock | Additional Paid-in Capital Note Warrant | Additional Paid-in Capital Employee Stock | Additional Paid-in Capital Private Placement | Additional Paid-in Capital | Accumulated Deficit Note Warrant | Accumulated Deficit Employee Stock | Accumulated Deficit Private Placement | Accumulated Deficit | Note Warrant | Employee Stock | Private Placement | Total |
Balance beginning at Dec. 31, 2021 | $ 21,854 | $ 4,902 | $ (51,976) | $ (25,220) | |||||||||||||||||||||||||||
Balance beginning (in Shares) at Dec. 31, 2021 | 800,000 | 3,021 | 200,000 | ||||||||||||||||||||||||||||
Net loss to common stockholders | $ (31,495) | $ (45,437) | $ 31,495 | $ (45,437) | (76,932) | ||||||||||||||||||||||||||
Lease contributions | 225 | 225 | |||||||||||||||||||||||||||||
Equity-based compensation | $ 1 | 329 | 330 | ||||||||||||||||||||||||||||
Equity-based compensation (in Shares) | 917,500 | ||||||||||||||||||||||||||||||
Cantor Commitment Fee | 1,600 | 1,600 | |||||||||||||||||||||||||||||
Cantor Commitment Fee (in Shares) | 19,048 | ||||||||||||||||||||||||||||||
Balance ending at Sep. 30, 2022 | $ 3 | 144,672 | (128,908) | 15,767 | |||||||||||||||||||||||||||
Balance ending (in Shares) at Sep. 30, 2022 | 3,302,784 | ||||||||||||||||||||||||||||||
Equity-based compensation | 717 | 717 | |||||||||||||||||||||||||||||
Warrant repurchase | (507) | (507) | |||||||||||||||||||||||||||||
Issuance of shares for exercised stock options | |||||||||||||||||||||||||||||||
Issuance of shares for exercised stock options (in Shares) | 1,495 | ||||||||||||||||||||||||||||||
Issuance of shares for consulting agreement | 211 | 211 | |||||||||||||||||||||||||||||
Issuance of shares for consulting agreement (in Shares) | 150,000 | ||||||||||||||||||||||||||||||
Conversion of Series A Preferred Stock | $ (21,854) | 21,854 | |||||||||||||||||||||||||||||
Conversion of Series A Preferred Stock (in Shares) | (800,000) | 800,000 | |||||||||||||||||||||||||||||
Conversion of Bridge Loans | 88,975 | 88,975 | |||||||||||||||||||||||||||||
Conversion of Bridge Loans (in Shares) | 1,517,273 | ||||||||||||||||||||||||||||||
Conversion of Class B Common Stock | |||||||||||||||||||||||||||||||
Conversion of Class B Common Stock (in Shares) | 200,000 | (200,000) | |||||||||||||||||||||||||||||
Conversion of existing Class A Common Stock | $ 1 | 1 | |||||||||||||||||||||||||||||
Conversion of existing Class A Common Stock (in Shares) | (2,671,789) | 1,551,871 | |||||||||||||||||||||||||||||
Reverse recapitalization | $ 1 | 19,677 | 19,678 | ||||||||||||||||||||||||||||
Reverse recapitalization (in Shares) | 814,365 | ||||||||||||||||||||||||||||||
Balance beginning at Jun. 30, 2022 | $ 21,854 | 12,026 | (87,882) | (54,002) | |||||||||||||||||||||||||||
Balance beginning (in Shares) at Jun. 30, 2022 | 800,000 | 154,516 | 200,000 | ||||||||||||||||||||||||||||
Net loss to common stockholders | $ (9,531) | $ (31,495) | $ (9,531) | $ (31,495) | (41,026) | ||||||||||||||||||||||||||
Net loss to common stockholders (in Shares) | |||||||||||||||||||||||||||||||
Equity-based compensation | $ 1 | 329 | 330 | ||||||||||||||||||||||||||||
Equity-based compensation (in Shares) | 917,500 | ||||||||||||||||||||||||||||||
Cantor Commitment Fee | 1,600 | 1,600 | |||||||||||||||||||||||||||||
Cantor Commitment Fee (in Shares) | 19,048 | ||||||||||||||||||||||||||||||
Balance ending at Sep. 30, 2022 | $ 3 | 144,672 | (128,908) | 15,767 | |||||||||||||||||||||||||||
Balance ending (in Shares) at Sep. 30, 2022 | 3,302,784 | ||||||||||||||||||||||||||||||
Equity-based compensation | 211 | 211 | |||||||||||||||||||||||||||||
Conversion of Series A Preferred Stock | $ (21,854) | 21,854 | |||||||||||||||||||||||||||||
Conversion of Series A Preferred Stock (in Shares) | (800,000) | 800,000 | |||||||||||||||||||||||||||||
Conversion of Bridge Loans | 88,975 | 88,975 | |||||||||||||||||||||||||||||
Conversion of Bridge Loans (in Shares) | 1,517,273 | ||||||||||||||||||||||||||||||
Conversion of Class B Common Stock | |||||||||||||||||||||||||||||||
Conversion of Class B Common Stock (in Shares) | 200,000 | (200,000) | |||||||||||||||||||||||||||||
Conversion of existing Class A Common Stock | $ 1 | 1 | |||||||||||||||||||||||||||||
Conversion of existing Class A Common Stock (in Shares) | (2,671,789) | 1,551,871 | |||||||||||||||||||||||||||||
Reverse recapitalization | $ 1 | 19,677 | 19,678 | ||||||||||||||||||||||||||||
Reverse recapitalization (in Shares) | 814,365 | ||||||||||||||||||||||||||||||
Balance beginning at Dec. 31, 2022 | $ 3 | 153,936 | (147,231) | 6,708 | |||||||||||||||||||||||||||
Balance beginning (in Shares) at Dec. 31, 2022 | 2,966,967 | (214,077) | |||||||||||||||||||||||||||||
Net loss to common stockholders | (25,058) | (25,058) | |||||||||||||||||||||||||||||
Stock-based compensation | 226 | 226 | |||||||||||||||||||||||||||||
Stock-based compensation (in Shares) | (365,132) | ||||||||||||||||||||||||||||||
2022 Debenture Release | $ 1 | 2,180 | 2,181 | ||||||||||||||||||||||||||||
2022 Debenture Release (in Shares) | 703,500 | ||||||||||||||||||||||||||||||
PIK Note Amendment | 1,339 | 1,339 | |||||||||||||||||||||||||||||
PIK Note Amendment (in Shares) | 432,188 | ||||||||||||||||||||||||||||||
Exchange Offer | $ 1 | 2,466 | 2,467 | ||||||||||||||||||||||||||||
Exchange Offer (in Shares) | 795,618 | ||||||||||||||||||||||||||||||
Private placements net of issuance costs | $ 1 | 443 | 443 | ||||||||||||||||||||||||||||
Private placements net of issuance costs (in Shares) | 929,376 | ||||||||||||||||||||||||||||||
Issuance of shares to Joseph Gunner | 221 | 221 | |||||||||||||||||||||||||||||
Issuance of shares to Joseph Gunner (in Shares) | 276,875 | ||||||||||||||||||||||||||||||
Treasury stock | |||||||||||||||||||||||||||||||
Treasury stock (in Shares) | (214,077) | 214,077 | |||||||||||||||||||||||||||||
Issuance of shares to MSK | 234 | 234 | |||||||||||||||||||||||||||||
Issuance of shares to MSK (in Shares) | 292,867 | ||||||||||||||||||||||||||||||
Issuance of shares to employees | 135 | 135 | |||||||||||||||||||||||||||||
Issuance of shares to employees (in Shares) | 98,670 | ||||||||||||||||||||||||||||||
Cantor Commitment Fee | |||||||||||||||||||||||||||||||
Balance ending at Sep. 30, 2023 | $ 6 | $ 5 | $ 161,180 | 161,180 | $ (172,289) | (172,289) | $ (11,103) | (11,103) | |||||||||||||||||||||||
Balance ending (in Shares) at Sep. 30, 2023 | 5,916,852 | 5,916,852 | |||||||||||||||||||||||||||||
Balance beginning at Jun. 30, 2023 | $ 5 | 161,594 | (168,629) | (7,030) | |||||||||||||||||||||||||||
Balance beginning (in Shares) at Jun. 30, 2023 | 4,648,096 | ||||||||||||||||||||||||||||||
Net loss to common stockholders | (3,660) | (3,660) | |||||||||||||||||||||||||||||
Stock-based compensation | (1,447) | (1,447) | |||||||||||||||||||||||||||||
Stock-based compensation (in Shares) | (329,032) | ||||||||||||||||||||||||||||||
Private placements net of issuance costs | $ 1 | 443 | 444 | ||||||||||||||||||||||||||||
Private placements net of issuance costs (in Shares) | 929,376 | ||||||||||||||||||||||||||||||
Issuance of shares to Joseph Gunner | 221 | 221 | |||||||||||||||||||||||||||||
Issuance of shares to Joseph Gunner (in Shares) | 276,875 | ||||||||||||||||||||||||||||||
Issuance of shares to MSK | 234 | 234 | |||||||||||||||||||||||||||||
Issuance of shares to MSK (in Shares) | 292,867 | ||||||||||||||||||||||||||||||
Issuance of shares to employees | 135 | 135 | |||||||||||||||||||||||||||||
Issuance of shares to employees (in Shares) | 98,670 | ||||||||||||||||||||||||||||||
Balance ending at Sep. 30, 2023 | $ 6 | $ 5 | $ 161,180 | $ 161,180 | $ (172,289) | $ (172,289) | $ (11,103) | $ (11,103) | |||||||||||||||||||||||
Balance ending (in Shares) at Sep. 30, 2023 | 5,916,852 | 5,916,852 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (22,592) | $ (76,932) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,251 | 159 |
Loss from PIK Note Amendment and 2022 Debenture Release | 3,521 | |
Equity-based compensation | 361 | 1,002 |
Cantor Commitment Fee | 1,600 | |
Amortization of consulting fees paid in common stock | 2,221 | 2,954 |
Impairment of intangible assets and cloud computing arrangements | 2,633 | |
Change in fair value of convertible debentures | 28,180 | |
Change in fair value of forward purchase agreement collateral derivative | 27,378 | |
Change in fair value of warrants | (244) | (1,349) |
Change in fair value of forward purchase agreement put derivative | 1,284 | |
Conversion of accrued interest | 593 | |
PIK interest | 419 | |
Amortization of debt issuance costs | 448 | |
Contributions in the form of rent payments | 225 | |
Recognition of prepaid offering costs upon election of fair value option | 107 | |
Other | 100 | |
Changes in operating assets and liabilities: | ||
Supplies | 182 | (1,762) |
Prepaid expenses and consulting fees | 1,835 | (1,002) |
Other current assets | 3 | |
Cloud computing arrangements | (1,941) | |
Reinsurance recoverables | 18,573 | 709 |
Accounts payable | 1,806 | (489) |
Accrued and other liabilities | 1,891 | 761 |
Policy reserves | (18,573) | (709) |
Net cash used in operating activities | (6,165) | (19,232) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (108) | |
Development of internal use software | (1,622) | |
Net cash used in investing activities | (1,730) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debentures | 28,000 | |
Warrant repurchase | (507) | |
Senior PIK Notes proceeds | 3,458 | |
Reverse recapitalization proceeds | 23,226 | |
Forward purchase agreement escrow | (29,135) | |
Forward purchase agreement proceeds | 484 | |
Forward purchase agreement collateral release to Meteora | 733 | |
Private placements | 744 | |
Related party promissory note | 247 | (1,160) |
Deferred offering costs | (299) | (539) |
Net cash provided by financing activities | 692 | 24,560 |
Net change in cash and cash equivalents | (5,473) | 3,598 |
Cash and cash equivalents at beginning of period | 5,515 | 6,856 |
Cash and cash equivalents at end of period | 42 | 10,454 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
2022 Debenture Release | 2,181 | |
PIK Note Amendment | 1,339 | |
Exchange Offer | 2,466 | |
Conversion of debt | 88,382 | |
Conversion of preferred stock | 21,854 | |
Accrued internal use software | $ 239 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | Note 1 DESCRIPTION OF BUSINESS FOXO Technologies Inc. (“FOXO” or the “Company”), formerly known as Delwinds Insurance Acquisition Corp. (“Delwinds”), a Delaware corporation, was originally formed in April 2020 as a publicly traded special purpose company for the purpose of effecting a merger, capital stock exchange, asset acquisition, reorganization, or similar business combination involving one or more businesses. FOXO is a leader in commercializing epigenetic biomarker technology to support groundbreaking scientific research and disruptive next-generation business initiatives. The Company applies automated machine learning and artificial intelligence technologies to discover epigenetic biomarkers of human health, wellness and aging. On October 29 th The Letter Agreement limits the distribution of any such apps to consumers in North America. The Letter Agreement provides that KR8 will grant the Company a non-provisional exclusive License with a perpetual term upon the parties’ signing of a definitive license agreement. The Company manages and reports results of operations for 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” or “Legacy FOXO”), 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 “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 condensed 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. |
Going Concern Uncertainty and M
Going Concern Uncertainty and Management’s Plan | 9 Months Ended |
Sep. 30, 2023 | |
Going Concern Uncertainty and Management’s Plan [Abstract] | |
GOING CONCERN UNCERTAINTY AND MANAGEMENT’S PLAN | Note 2 GOING CONCERN UNCERTAINTY 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 three and nine months ended September 30, 2023, the Company incurred a net loss of $3,660 and $22,592 respectively. As of September 30, 2023, the Company had an accumulated deficit of $172,289. Cash used in operating activities for the nine months ended September 30, 2023 was $6,165. As of September 30, 2023, the Company had $42 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 of 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 used the cash previously held at FOXO Life Insurance Company 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 Notes 5 and 7 for additional information on the Exchange Offer and PIK Note Offer to Amend that were structured to allow the Company to more easily raise capital. See Note 13 for information on the 2023 Private Placement. On June 12, 2023, the Company received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that the Company is below compliance with Section 1003(a)(i) in the NYSE American Company Guide since the Company reported stockholders’ deficit of $(30) at March 31, 2023, and losses from continuing operations and/or net losses in its two most recent fiscal years ended December 31, 2022. As required by the NYSE American Notice, on July 12, 2023, the Company submitted a compliance plan (the “Plan”) to NYSE advising of actions it has taken or will take to regain compliance with the NYSE American continued listing standards by December 12, 2024, and if NYSE accepts the Plan, the Company has an eighteen (18) month period to comply with the Plan. Should the Plan not be accepted or the Company be unable to comply with the Plan, then it may make it more difficult for the Company to 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 condensed consolidated financial statements. In the event that the Company is unable to secure additional financing by mid-January 2024, it may be unable to fund its operations and will be required to evaluate further alternatives, which could include further curtailing or suspending its operations, selling the Company, dissolving and liquidating its assets or seeking protection under the bankruptcy laws. A determination to take any of these actions could occur at a time that is earlier than when the Company would otherwise exhaust its cash resources. As previously disclosed, on September 20, 2022, the Company issued to certain investors 15% Senior Promissory Notes (the “PIK Notes”) in an aggregate principal amount of $3,457,500, each with a maturity date of April 1, 2024 (the “Maturity Date”). Pursuant to the terms of the PIK Notes, commencing on November 1, 2023, and on each one month anniversary thereof, the Company is required to pay the holders of the PIK Notes an equal amount until their outstanding principal balance has been paid in full on the Maturity Date, or, if earlier, upon acceleration or prepayment of the PIK Notes in accordance with their terms. The Company failed to make the payments due on November 1, 2023, which constitutes an event of default under the PIK Notes. As a result of this event of default, the interest rate of the PIK Notes increased from 15% per annum (compounded quarterly on each December 20, March 20, June 20 and September 20) to 22% per annum (compounded annually and computed on the basis of a 360-day year). In addition, the holders of the PIK Notes may, among other remedies, accelerate the Maturity Date and declare all indebtedness under the PIK Notes due and payable at 130% of the outstanding principal balance. In October 2023, the Company announced that the Company is in discussions with the holders of the PIK Notes with respect to certain amendments to the PIK Notes to cure the event of default; however, there has been no agreement that the PIK Note holders will agree to amend the PIK Notes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying unaudited condensed 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 Form 10-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 condensed 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 condensed 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 condensed 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 and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The unaudited condensed 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 condensed 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 condensed consolidated financial statements. |
Intangible Assets and Cloud Com
Intangible Assets and Cloud Computing Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022 were as follows: September 30, December 31, Methylation pipeline $ 592 $ 592 Underwriting API 840 840 Longevity API 717 717 Less: accumulated amortization and impairment (1,721 ) (106 ) Intangible assets $ 428 $ 2,043 September 30, December 31, Digital insurance platform $ 2,966 $ 2,966 Less: accumulated amortization and impairment (2,966 ) (741 ) Cloud computing arrangements $ - $ 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 $49 and $1,208 for the three and nine months ended September 30, 2023 and did not have any amortization expense for the three and nine months ended September 30, 2022. 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. In June of 2023, the Company determined that both the underwriting API and longevity API were fully impaired as it no longer forecasted positive cash flows from the longevity report or underwriting report. For the longevity report, the Company sells the product at cost. For the underwriting report, the Company no longer expects sales during the amortization period. Accordingly, the Company has determined the assets are not recoverable and the cash flows no longer support the assets. The Company recognized impairment charges of $630 and $578 for the underwriting API and longevity API, respectively. The Company recognized an impairment loss of $0 and $2,633 for the three and nine months ended September 30, 2023, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt [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 Promissory 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 had 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, with the exception of certain exempt issuances. 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. PIK Note Amendment On May 26, 2023, the Company consummated two issuer tender offers: (i) the Exchange Offer (as described below in Note 7) and (ii) the Offer to Amend 15% Senior Promissory Notes and Consent Solicitation, commenced on April 27, 2023 (the “PIK Note Offer to Amend”), pursuant to which the Company offered all holders of Senior PIK Notes 0.125 shares of Class A Common Stock for every $1.00 of the Original Principal Amount (as defined in the Senior PIK Notes) of such holder’s Senior PIK Notes, in exchange for the consent by such holder of Senior PIK Notes to amendments to the Senior Promissory Note Purchase Agreement, dated September 20, 2022, between the Company and each purchaser of Senior PIK Notes (the “PIK Note Purchase Agreement”). Pursuant to the PIK Note Offer to Amend, the Company solicited approval from holders of Senior PIK Notes to amend the PIK Note Purchase Agreement to permit the following issuances by the Company of Class A Common Stock and Common Stock Equivalents (as defined in the PIK Note Purchase Agreement), without prepaying the PIK Notes: (i) the issuance of shares of Class A Common Stock in connection with the PIK Offer Note Offer to Amend, (ii) the issuance of shares of Class A Common Stock in connection with the Exchange Offer (as defined in Note 7), (iii) the issuance of shares of Class A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement) in connection with the 2022 Bridge Debenture Release (as defined in Note 7), (iv) the issuance of shares of Class A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement) in (a) a private placement of the Company’s equity, equity-linked or debt securities resulting in gross proceeds to the Company no greater than $5 million (a “Private Placement”) and/or (b) a registered offering of the Company’s equity, equity-linked or debt securities resulting in gross proceeds to the Company no greater than $20 million (a “Public Financing”); provided that (A) the proceeds of a Private Placement resulting in gross proceeds to the Company of at least $2 million are used by the Company to prepay not less than 25% of the Outstanding Principal Balance (as defined in the Senior PIK Notes) as of the date of prepayment on a pro rata basis upon the closing of such Private Placement, and (B) the proceeds of a Public Financing resulting in gross proceeds to the Company of at least $10 million are used by the Company to prepay all of the Outstanding Principal Balance as of the date of prepayment upon the closing of such Public Financing, and (v) the issuance of shares of Class A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement) as Private Placement Additional Consideration (as defined below) (collectively, the “PIK Note Amendment”). The Company received consents from all Senior PIK Note holders and all required approvals, including stockholder approval, and issued on a pro rata basis to the holders of the Senior PIK Notes 432,188 shares of Class A Common Stock in consideration for the PIK Note Amendment. The Company accounted for the PIK Note Amendment as an extinguishment as the consideration of $1,339 paid to Senior PIK Note holders in the form of Class A Common Stock caused the cash flows after the PIK Note Amendment to change by more than 10%. Due to the short-term nature of the Senior PIK Notes, the Company determined the reacquisition price of debt was equal to the principal amount at the time of the amendment. The Company recognized $1,596 of expense related to the PIK Note Amendment consisting of $256 of unamortized debt issuance costs and $1,339 for the issuance of Class A Common Stock The Company will continue to pay PIK Interest until maturity or repayment. As per the Current Report on Form 8-K filed November 2, 2023, Pursuant to the terms of the PIK Notes, commencing on November 1, 2023, and on each one month anniversary thereof, the Company is required to pay the holders of the PIK Notes an equal amount until their outstanding principal balance has been paid in full on the Maturity Date, or, if earlier, upon acceleration or prepayment of the PIK Notes in accordance with their terms. The Company failed to make the payments due on November 1, 2023, which constitutes an event of default under the PIK Notes. As a result of this event of default, the interest rate of the PIK Notes increased from 15% per annum (compounded quarterly on each December 20, March 20, June 20 and September 20) to 22% per annum (compounded annually and computed on the basis of a 360-day year). In addition, the holders of the PIK Notes may, among other remedies, accelerate the Maturity Date and declare all indebtedness under the PIK Notes due and payable at 130% of the outstanding principal balance. Given the Company’s current cash constraints, the Company is currently in discussions with the holders of the PIK Notes with respect to certain amendments to the PIK Notes to cure the event of default; however, there can be no assurance that the PIK Note holders will agree to amend the PIK Notes. As of September 30, 2023, the Company has recorded $4,006 balance as current liabilities based on the monthly installments payment schedule. For the three and nine months ended September 30, 2023 the Company recognized $145 and $420, respectively of contractual interest expense on the Senior PIK Notes; and $0 and $448, respectively related to the amortization of debt issuance costs on the Senior PIK Notes. The amortization of debt issuance costs includes $256 of unamortized debt issuance costs at the time of the PIK Note Amendment. Additionally, the Company recognized $593 and $1,627 of contractual interest expense related to the 12.5% Original Issue Discount Convertible Debentures issued in 2021 by Legacy FOXO (the “2021 Bridge Debentures”) for the three and nine months ended September 30, 2022 of which $181 and $508, respectively is for related party holders. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 6 RELATED PARTY TRANSACTIONS Office Space The Company subleased its office space from an investor through May of 2022. The investor paid all lease costs, including common area maintenance and other property management fees, on the Company’s behalf. These payments were treated as additional capital contributions. 2021 Bridge Debentures Prior to the conversion of the 2021 Bridge Debentures to shares of FOXO Technologies Operating Company Class A Common Stock and subsequent exchange for Class A Common Stock of the Company at Closing of the Business Combination, certain related parties invested in the 2021 Bridge Debentures. Sponsor Loan In order to finance transaction costs in connection with the business Combination, the Sponsor or an affiliate of the Sponsor loaned Delwinds funds for working capital. As of September 30, 2023, $500 was remaining due to the Sponsor and is shown as a related party payable in the consolidated balance sheet. Demand Promissory Note On September 19, 2023, the Company obtained a $247 loan from Andrew J. Poole, a former director of the Company (the “Loan”), to be used to pay for directors’ and officers’ insurance through November 2023. The Company issued to Mr. Poole a demand promissory note for $247 evidencing the Loan (the “Note”). The Note does not bear interest. The Note is due on demand, and in the absence of any demand, the Note will be due one year from the issuance date. The Note may be prepaid, in whole or in part, without penalty at any time. Consulting Agreement In April 2022, the Company executed a consulting agreement (the “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, which expired in April 2023, had a minimum 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 150,000 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 87,126 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 condensed consolidated statement of operations on a straight-line basis over the term of the contract. For the three and nine months ended September 30, 2023, $0 and $2,676, respectively, in expenses were recognized related to the Consulting Agreement. For both the three and nine months ended September 30, 2022 the Company recognized $2,081 and $3,568, respectively, in expenses for the Consulting Agreement. Contractor Agreement In October 2021, FOXO entered into a Contractor Agreement with Dr. Murdoc Khaleghi, one of its former directors, under which Dr. Khaleghi served as FOXO’s Chief Medical Officer. The Company paid Dr. Khaleghi $0 in 2023 and $27 and $81 for the three and nine months ended September 30, 2022, respectively. Board and Executive Departures: In addition to Dr. Khaleghi who resigned in 2022, the following Board members resigned in 2023; Mr. Tyler Danielson resigned as Interim Chief Executive Officer on September 14, 2023 Mr. Robert Potashnick resigned as Chief Financial Officer effective September 13, 2023 Andrew Poole resigned as director on November 21, 2023 Board Appointment: Mark White was appointed on September 19, 2023 as Interim Chief Executive Officer and Director. Executive Appointment: Martin Ward was appointed on September 19, 2023 as Interim Chief Financial Officer |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’(Deficit) Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIT) EQUITY | Note 7 STOCKHOLDERS’ (DEFICIT) 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 September 30, 2023, there were no shares of preferred stock issued or outstanding. Warrants Public Warrants and Private Placement Warrants The Company issued 1,006,250 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 31,623 common stock warrants (the “Private Placement Warrants”). Public Warrants may only be exercised for a whole number of shares. Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $115.00 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 $0.10 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 $180.00 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 190,619 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 $62.10 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 $62.10 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. The down round provision has not been triggered. Exchange Offer On May 26, 2023, the Company consummated its tender offer commenced on April 27, 2023, to all 190,619 holders of Assumed Warrants to receive 48.3 shares of the Company’s Class A Common Stock in exchange for each Assumed Warrant tendered (the “Exchange Offer”). The consideration was accounted for as a deemed dividend to the warrant holders, is calculated based on the fair value of common stock at consummation of the offering and reflected in net loss to common stockholders. As part of the Exchange Offer, the Company also solicited consents from holders of the Assumed Warrants to amend and restate in its entirety the Securities Purchase Agreement, dated as of January 25, 2021 (the “Original Securities Purchase Agreement”), by and between Legacy FOXO (and assumed by the Company in connection with the Business Combination) and each purchaser of 2021 Bridge Debentures and warrants to purchase shares of FOXO Class A Common Stock, as amended (together with the 2021 Bridge Debentures, the “Original Securities”) identified on the signature pages thereto, which governs all of the Assumed Warrants and the Original Securities (together with the Assumed Warrants, the “Securities”), pursuant to the terms of an Amended and Restated Securities Purchase Agreement, to provide that the issuance of shares of Class A Common Stock and certain issuances of Common Stock Equivalents (as defined in the Original Securities Purchase Agreement) in connection with the Exchange Offer, the PIK Note Amendment, the 2022 Bridge Debenture Release (as defined below), and a Private Placement and a Public Financing, as well as any previous issuance of Class A Common Stock or Common Stock Equivalents (as defined in the Original Securities Purchase Agreement), do not trigger, and cannot be deemed to have triggered, any anti-dilution adjustments in the Securities. Pursuant to the Exchange Offer, an aggregate of 164,751 Assumed Warrants were tendered and an aggregate of 795,618 shares of Class A Common Stock were issued to the holders of Assumed Warrants resulting in a deemed dividend of $2,466. After the Exchange Offer and as of September 30, 2023, 25,868 Assumed Warrants remain outstanding. At the same time 432,188 shares of Class A Common Stock were issued as part of the PIK Note Amendment as discussed in Note 5. 2022 Bridge Debenture Release The Company entered into two separate general release agreements in June of 2023 (the “General Release Agreements” and such transaction, the “2022 Bridge Debenture Release”). The General Release Agreements are with former registered holders (the “Investors”) of 10% Original Issue Discount Convertible Debentures issued in 2022 by Legacy FOXO (the “2022 Bridge Debentures”). Pursuant to their respective General Release Agreement, each Investor released, waived and discharged the Company from any and all claims that such Investor had, have or may have against the Company from the beginning of time through the effective date of their respective General Release Agreement (the “Release”). As consideration for the Release and each Investor’s other obligations, covenants, agreements, representations and warranties set forth in their respective General Release Agreement, the Company issued to each Investor 0.067 shares of Class A Common Stock for every $1.00 of Subscription Amount (as defined in the securities purchase agreements governing the 2022 Bridge Debentures) of 2022 Bridge Debentures purchased by such Investor. Pursuant to the General Release Agreements, the Company issued an aggregate of 703,500 shares of Class A Common Stock. The Company issued shares to the Investors in exchange for the release and recognized expense of $2,181 based on the shares issued and corresponding fair value of common stock at the time of issuance. Private Placement From July 14, 2023 through July 20, 2023 (each such date, a “First Tranche Closing Date”), the Company entered into three separate Stock Purchase Agreements (the SPAs), which have substantially similar terms, with three accredited investors (the “Buyers”), pursuant to which the Company agreed to issue and sell to the Buyers, in a private placement (the “2023 Private Placement”), in two separate tranches each, an aggregate of up to 562,500 shares of the Company’s Class A Common Stock at a price of $0.80 per share, for aggregate gross proceeds of $450. The net proceeds from the 2023 Private Placement, after deducting placement agent fees and other offering expenses, was approximately $260. Pursuant to the terms of the SPAs, the Buyers initially purchased an aggregate of 281,250 shares of Class A Common Stock on the applicable First Tranche Closing Dates, and purchased an aggregate of 281,250 additional shares of Class A Common Stock on August 4, 2023, following the effectiveness of the First Resale Registration Statement. On August 23, 2023, the Company entered into three additional Stock Purchase Agreements (the “Second Round SPAs”) and Registration Rights Agreements (the “Second Round RRAs”), with the Buyers, pursuant to which the Company issued and sold to the Buyers, in the second round of the 2023 Private Placement (the “2023 PIPE Second Round”), in two separate tranches each, an aggregate of 366,876 shares of Class A Common Stock at the Per Share Price for aggregate gross proceeds of $293.5 and aggregate net proceeds of approximately $217, after deducting placement agent fees and other offering expenses. Pursuant to the terms of the Second Round SPAs, the Buyers initially purchased an aggregate of 183,438 shares of Class A Common Stock on August 23, 2023, and purchased an aggregate of 183,438 additional shares of Class A Common Stock on September 7, 2023, following the effectiveness of the Second Resale Registration Statement. Treasury Stock The Company cancelled the outstanding treasury stock on April 14, 2023. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | Note 8 NET LOSS PER SHARE The Business Combination was accounted for as a reverse recapitalization by which FOXO Technologies Operating Company issued equity for the net assets of Delwinds accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods. The Company excluded the effect of the 69,668 Management Contingent Shares outstanding and not vested as of September 30, 2023 from the computation of basic net loss per share for the three and nine months ended September 30, 2023, as the conditions to trigger the vesting of the Management Contingent Shares had not been satisfied as of September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2022 as their inclusion would have been anti-dilutive because the Company was in a loss position for such periods. 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 Nine Months Ended 2023 2022 2023 2022 Net loss - basic and diluted $ (3,660 ) $ (41,026 ) $ (22,592 ) $ (76,932 ) Deemed dividend related to the Exchange Offer - - (2,466 ) - Net loss to common stockholders - basic and diluted $ (3,660 ) $ (41,026 ) $ (25,058 ) $ (76,932 ) Basic and diluted weighted average number of Class A Common Stock 4,878 612 3,350 598 Basic and diluted net loss per share available to Class A Common Stock $ (0.75 ) $ (67.04 ) $ (7.48 ) $ (128.65 ) 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): As of September 30, 2023 2022 Public and private warrants 1,037,873 1,037,873 Assumed warrants 25,868 190,619 Assumed options 215,094 296,579 Total antidilutive shares 1,278,835 1,525,071 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [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 September 30, 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: September 30, 2023 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 67 $ 65 $ 2 $ - Total liabilities $ 67 $ 65 $ 2 $ - 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 FOXOW:OTCPK. 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 condensed consolidated statements of operations. |
Foxo Life Insurance Company
Foxo Life Insurance Company | 9 Months Ended |
Sep. 30, 2023 | |
Foxo Life Insurance Company [Abstract] | |
FOXO LIFE INSURANCE COMPANY | Note 10 FOXO LIFE INSURANCE COMPANY On February 3, 2023, the Company consummated the previously announced sale of FOXO Life Insurance Company to Security National Life Insurance Company (the “Buyer”). At closing, all of the FOXO Life Insurance Company’s shares were cancelled and retired and ceased to exist in exchange for the assignment to the Company of FOXO Life Insurance Company’s statutory capital and surplus amount of $5,002, as of the closing date, minus $200 (the “Merger Consideration”). Pursuant to the transaction, at the closing, the Company paid the Buyer’s third-party out-of-pocket costs and expenses of $51 resulting in a total loss of $251 that was recognized within selling, general and administrative expense on the condensed consolidated statements of operations and in the FOXO Life segment. After the Merger Consideration and Buyer’s third party expenses, the transaction resulted in the Company gaining access to $4,751 that was previously held as statutory capital and surplus pursuant to the Arkansas Insurance Code. |
Business Segment
Business Segment | 9 Months Ended |
Sep. 30, 2023 | |
Business Segment [Abstract] | |
BUSINESS SEGMENT | Note 11 BUSINESS SEGMENT The Company manages and classifies its business into two reportable business segments: ● FOXO Labs is commercializing proprietary epigenetic biomarker technology to be used for underwriting risk classification in the global life insurance industry. The Company’s innovative biomarker technology enables the adoption of new saliva-based health and wellness biomarker solutions for underwriting and risk assessment. The Company’s research demonstrates that epigenetic biomarkers, collected from saliva, provide measures of individual health and wellness for the factors used in life insurance underwriting traditionally obtained through blood and urine specimens. ● FOXO Life is redefining the relationship between consumers and insurer by combining life insurance with a dynamic molecular health and wellness platform. FOXO Life seeks to transform the value proposition of the life insurance carrier from a provider of mortality risk protection products to a partner supporting its customers’ healthy longevity. FOXO Life’s multi-omic health and wellness platform will provide life insurance consumers with valuable information and insights about their individual health and wellness to support longevity. On October 19 th 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. 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 impairment any non-cash changes in fair value. Summarized below is information about the Company’s operations for the three and nine months ended September 30, 2023 and 2022 by business segment: Three Months Ended September 30, Nine Months Ended September 30, Revenue Earnings Revenue Earnings 2023 2022 2023 2022 2023 2022 2023 2022 FOXO Labs $ 6 $ 7 $ (269 ) $ (500 ) $ 20 $ 71 $ (873 ) $ (1,952 ) FOXO Life 4 7 (139 ) (1,158 ) 15 22 (1,029 ) (3,070 ) 10 14 (408 ) (1,658 ) 35 93 (1,902 ) (5,022 ) Impairment (a) - - (2,633 ) - Stock issuances (b) - - (3,521 ) - Corporate and other (c) (3,104 ) (38,944 ) (13,671 ) (70,660 ) Interest expense (148 ) (424 ) (865 ) (1,250 ) Total $ 10 $ 14 $ (3,660 ) $ (41,026 ) $ 35 $ 93 $ (22,592 ) $ (76,932 ) (a) See Note 4 for additional information on the digital insurance platform, underwriting API, and longevity API impairment. (b) Stock issuances includes the 2022 Bridge Debenture Release and the PIK Note Amendment. See Notes 5 and 7 for additional information. (c) Corporate and other includes equity-based compensation, including the consulting agreement and Cantor Commitment Fee, expense of ($1,312) and $3,866 as well as depreciation and amortization expense of $5 and $74 for the three months ended September 30, 2023 and 2022, respectively. Corporate and other includes equity-based compensation, including the consulting agreement and Cantor Commitment Fee, expense of $2,582 and $5,556 as well as depreciation and amortization expense of $1,251 and $159 for the nine months ended September 30, 2023 and 2022, respectively. The three months ended September 30, 2023 and 2022 included ($36) and $31,010 for the changes in fair value of convertible debentures, warrant liability, and forward purchase derivatives. The nine months ended September 30, 2023 and 2022 also included ($244) and $55,493 for the changes in fair value of convertible debentures, warrant liability, and forward purchase derivatives. See Notes 4, 6, and 9 for additional information. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [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. As of September 30, 2023, besides upfront payments, the Company has only made payments related to license maintenance fees on both arrangements. Supplier and Other Commitments The Company made a 10,000 unit purchase commitment for supplies of which 3,000 remain outstanding as of September 30, 2023. Additionally, the Company has committed to pay advisors expense advances. Collectively, the Company has a commitment of $14 remaining in 2023 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 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 as to Defendant Sabes 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. On March 15, 2023, Defendant Jon Sabes moved to dismiss the Amended Complaint as to Defendant Sabes pursuant to Fed. R. Civ. P. 12(b)(1), (2) & (6). On April 17, 2023, Smithline filed its opposition to Defendant Sabes’ motion. Sabes’ motion remains undecided. On November 7, 2023, Smithline, on the one hand, and the Company and its subsidiaries, on the other hand, entered into a settlement agreement (the “Settlement Agreement”), pursuant to which the parties agreed to resolve and settle all disputes and potential claims which exist or may exist among them, including without limitation those claims asserted in the Action, as more specifically set forth in, and subject to the terms and conditions of, the Settlement Agreement. Upon the execution of the Settlement Agreement, the parties agreed to jointly dismiss the Action without prejudice. Pursuant to the Settlement Agreement, the Company agreed to pay Smithline $2,300,000 in cash (the “Cash Settlement Payment”), payable in full no later than the date (the “Settlement Deadline”) that is the 12 month anniversary of the effective date of the Settlement Agreement (such period, the “Settlement Period”). During the Settlement Period, the Company will pay Smithline out of any equity or equity-linked financing (excluding any convertible debt financing until such convertible debt is converted into equity) following the date of the Settlement Agreement (an “Equity Financing”) a minimum of 25% of the gross proceeds of each Equity Financing within two business days of the Company’s receipt of the proceeds from such Equity Financing, and which payment to Smithline would be applied toward the Cash Settlement Payment. Notwithstanding the foregoing, in the event that the Company has received proceeds from the Strata Purchase Agreement (as defined below) prior to the effective date of the Settlement Agreement, Smithline will be entitled to a minimum of 25% of the gross proceeds thereof, payment of which to Smithline would be applied toward the Cash Settlement Payment. Former CEO Severance As of September 30, 2023, the Company’s Board of Directors 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. $955 of severance is recorded within accrued severance and the remaining $620 recorded within other liabilities on the condensed consolidated balance sheets. The corresponding expense was recognized within selling, general and administrative expense on the condensed 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. 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 condensed consolidated statements of operations during the period of the change and appropriately reflected in the consolidated balance sheets. As of September 30, 2023 and December 31, 2022 the Company has an accrual of $2.3 million and $0, respectively, 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 13 SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed 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. Demand Promissory Note On October 2, 2023, the Company obtained a $43 loan from Andrew J. Poole, a former director of the Company (the “Loan”), to be used to pay for the legal fees of Mitchell Silberberg & Knupp LLP through October 2023. The Company issued to Mr. Poole a demand promissory note for $43 evidencing the Loan (the “Note”). The Loan accrues interest in arrears at a rate of 13.25% per annum. The principal sum of the Note is due on demand, and in the absence of any demand, one year from the issuance date. The Note may be prepaid, in whole or in part, without penalty at any time. Strata Purchase Agreement On October 13, 2023, the Company entered into a Strata Purchase Agreement (the “Strata Purchase Agreement”) with ClearThink Capital Partners, LLC (“ClearThink”), as supplemented by that certain Supplement to Strata Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink (the “Strata Supplement”). Pursuant to the Strata Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices (each a “Request Notice”), and subject to the other terms and conditions set forth in the Strata Purchase Agreement, up to an aggregate of $2,000 of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of the shares of common stock to be purchased under the Strata Purchase Agreement will be equal to 85% of the lowest daily VWAP during a valuation period of ten trading days consisting of the five trading days preceding the Purchase Date (as defined in the Strata Purchase Agreement) with respect to a Request Notice and five trading days commencing on the first trading day following delivery and clearing of the delivered shares. In addition, pursuant to the Strata Purchase Agreement, the Company agreed to issue to ClearThink 100,000 restricted shares of Common Stock (the “Commitment Shares”) as a “Commitment Fee.” Each purchase under the Strata Purchase Agreement will be in a minimum amount of $25 and a maximum amount equal to the lesser of (i) $1,000 and (ii) 300% of the average daily trading value of the Common Stock over the ten days preceding the Request Notice date. In addition, Request Notices must be at least 10 business days apart and the shares issuable pursuant to a Request Notice, when aggregated with the shares then held by ClearThink on the Request Notice date, may not exceed 4.99% of the outstanding Common Stock. The Strata Purchase Agreement further provides that the Company may not issue, and ClearThink may not purchase, any shares of Common Stock under the Strata Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by ClearThink and its affiliates, would result in the beneficial ownership by ClearThink and its affiliates of more than 9.99% of the then issued and outstanding shares of Common Stock. Pursuant to the Strata Purchase Agreement, if within 24 months of the date of satisfaction of the commencement conditions set forth in the Strata Purchase Agreement, the Company seeks to enter into an equity credit line or another agreement for the sale of securities with a structure comparable to the structure in the Strata Purchase Agreement, the Company will first negotiate in good faith with ClearThink as to the terms and conditions of such agreement. In connection with the Strata Purchase Agreement, the Company entered into a Registration Rights Agreement with ClearThink under which the Company agreed to file, within 60 days of executing definitive documents, a registration statement with the Securities and Exchange Commission covering the shares of Common Stock issuable under the Strata Purchase Agreement (the “Registration Rights Agreement”). Concurrently with the execution of the Strata Purchase Agreement, the Company and ClearThink also entered into a Securities Purchase Agreement (the “SPA”) under which ClearThink has agreed to purchase from the Company an aggregate of 200,000 restricted shares of Common Stock for a total purchase price of $200 in two closings. The first closing occurred on October 16, 2023 and the second closing occurred on October 24, 2023. Pursuant to the SPA, if as of the 6-month anniversary of the issuance of the initial 100,000 shares of Common Stock (the “Initial Shares”), the Registration Statement has not been declared effective and ClearThink still holds the Initial Shares and the Common Stock is no longer listed on the NYSE American or a major national exchange and is trading at a price below $1.00 per share, then, subject to the Exchange Cap (as defined below), the Company will issue additional restricted Common Stock in order to adjust the effective price for the Initial Shares to the then current market price, with a floor price of $0.20. In addition, pursuant to the SPA, for so long as the Registration Statement has not been declared effective and ClearThink holds any of the restricted Common Stock acquired at either of the closing dates, if the Company issues equity at a lower price per share than the effective price for the Common Stock purchased pursuant to the SPA, then, subject to the Exchange Cap, ClearThink will be issued additional shares of Common Stock to make the effective cost basis of the shares purchased under the SPA still held by ClearThink equal to such lower price per share. The SPA further provides that if ClearThink sells or otherwise transfers any of the Commitment Shares prior to selling any of the shares issued pursuant to the SPA, for purposes of determining any adjustment to be made pursuant to the SPA, the shares sold will be deemed to be first sales of the Initial Shares, and thereafter, sales of the balance of the shares acquired pursuant to the SPA. The Strata Purchase Agreement and the SPA provide that the Company will not be permitted to issue any shares of Common Stock pursuant to the Strata Purchase Agreement or the SPA if such issuance would cause (i) the aggregate number of shares of Common Stock issued to ClearThink pursuant to such agreements to exceed 19.99% of the outstanding shares of Common Stock immediately prior to the date of such agreements, unless shareholder approval pursuant to the rules and regulations of the NYSE American (or such other exchange on which the Common Stock is then listed) has been obtained or (ii) the Company to breach any of the rules or regulations of the NYSE American or such other exchange on which the Common Stock is then listed (the “Exchange Cap”). Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On October 31, 2023, the Company received notice from NYSE American that NYSE American had halted trading in the Common Stock until the effectiveness of the Reverse Stock Split because the Common Stock was consistently selling at a low selling price per share in violation of Section 1003(f)(v) of the NYSE American Company Guide. On October 31, 2023, the Company amended its Second Amended and Restated Certificate of Incorporation, as amended, to implement a 1-for-10 reverse stock split, such that every 10 shares of Common Stock will be combined into one issued and outstanding share of Common Stock, with no change in the $0.0001 par value per share (the “Reverse Stock Split”). The Company effected a reverse stock split on November 6, 2023 at 4:01pm Eastern Time of its issued and outstanding shares of Class A Common Stock, which was previously approved by stockholders at the Company’s annual meeting of stockholders held on May 26, 2023 to regain compliance with Section 1003(f)(v) of the NYSE Company Guide. Trading reopened on November 7, 2023, which is when the Common Stock began trading on a post-split basis. All share information included in this Form 10-Q has been reflected as if the reverse stock split occurred as of the earliest period presented. Finders Fee Agreement with J. H. Darbie On October 16, 2023, the Company filed a Current Report on Form 8-K. The disclosure references the cash fees to be paid to, and the warrants to be issued to, J.H. Darbie & Co., Inc. (the “Finder”), pursuant to the terms of the Finder’s Fee Agreement, dated as of October 9, 2023 (the “Finder Agreement”), by and between the Company and the Finder. The Finder, a registered broker-dealer, acted as a finder in connection with the transactions contemplated by (i) that certain Strata Purchase Agreement, dated October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC (“ClearThink”), as supplemented by that certain Supplement to Strata Purchase Agreement, dated as of October 13, 2023 (the “Strata Supplement”), by and between the Company and ClearThink (as supplemented by the Strata Supplement, the “Purchase Agreement”), and (ii) that certain Securities Purchase Agreement, dated October 13, 2023 (the “ClearThink SPA”), by and between the Company and ClearThink. Pursuant to the terms the Finder Agreement, the Company will pay the Finder cash fees equal to (i) 4% of the gross proceeds received by the Company from the transactions contemplated by the Purchase Agreement and (ii) 7% of the gross proceeds received by the Company from the transactions contemplated by the ClearThink SPA. The Company also agreed to issue to the Finder (i) a 5-year warrant to purchase 7,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) (which is 7% warrant coverage based on the 100,000 shares of Class A Common Stock (the “Initial Shares”) to be issued in the first closing pursuant to the ClearThink SPA) within three days after the Initial Shares are issued to ClearThink, (ii) a 5-year warrant to purchase 7,000 shares of Class A Common Stock (which is 7% warrant coverage based on the 100,000 shares of Class A Common Stock (the “Additional Shares”) to be issued in the second closing pursuant to the ClearThink SPA) within three days after the Additional Shares are issued to ClearThink, and (iii) a 5-year warrant to purchase shares of Class A Common Stock equal to 1% warrant coverage based on the amount raised from the transactions contemplated by the Purchase Agreement. Each warrant will have an exercise price per share equal to $1.324 (which is 110% of $1.204, the closing price of the Class A Common Stock on October 13, 2023), and will be subject to anti-dilutive price protection and participating registration rights. The term of the Finder Agreement is for 90 days (the “Term”) and both parties may terminate the Finder Agreement upon 5 days’ written notice. The Finder will be entitled to its finder’s fee if (i) during the 12 months following termination or expiration of the Finder’s Agreement, any third-party investor introduced to the Company by the Finder (an “Introduced Party”) purchases equity or debt securities from the Company or (ii) during the Term, an Introduced Party enters into an agreement to purchase securities from the Company which is consummated at any time thereafter. Share awards granted to Mark White and Martin Ward As previously disclosed within a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 19, 2023, the board of directors (the “Board”) of the Company appointed (i) Mark White to serve as Interim Chief Executive Officer of the Company and as a member of the Board pursuant to the terms of an employment agreement, dated as of September 19, 2023, by and between the Company and Mr. White, and (ii) Martin Ward to serve as Interim Chief Financial Officer of the Company pursuant to the terms of an employment agreement, dated as of September 19, 2023, by and between the Company and Mr. Ward. On October 3, 2023, the Company granted Messrs. White and Ward each 250,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), pursuant to the Company’s 2022 Equity Incentive Plan, as amended, in consideration of services rendered and to be rendered to the Company. The shares awarded are not subject to any performance or vesting criteria, are deemed fully earned as of the grant date and are not subject to forfeiture, even if their employment with the Company terminates for any reason. The Compensation Committee of the Board approved these award grants on October 3, 2023. Master Software and Services Agreement with KR8 AI Inc. Effective January 12, 2024, the Company (the “Licensee”), entered into the Master Software and Services Agreement (this “Agreement”) with KR8 AI Inc., a Nevada corporation (the “Licensor”). Our Interim CEO and Interim CFO each are equity owners of the Licensor. Under the Agreement, the Licensor granted to the Licensee a limited, non-sublicensable, non-transferable perpetual license to use the “Licensor Products” listed in Exhibit A to the Agreement, to develop, launch and maintain license applications based upon Licensee’s epigenetic biomarker technology and software to develop an AI machine learning epigenetic app to enhance health, wellness and longevity. The territory of the Agreement is solely within the U.S., Canada and Mexico. Under the Agreement, the Licensee agreed to pay to the Licensor an initial license and development fee of $2,500, a monthly maintenance fee of $50, and an ongoing royalty equal to 15% of “Subscriber Revenues,” as defined in the Agreement, in accordance with the terms and subject to the minimums set forth in the schedules of the Agreement. The Licensee agreed to reimburse the Licensor for all reasonable travel and out-of-pocket expenses incurred in connection with the performance of the services under the Agreement, in addition to payment of any applicable hourly rates. If the Licensee fails to timely pay the “Minimum Royalty,” as defined in the Agreement, due with respect to any calendar year, the License will become non-exclusive. The initial term of this Agreement commences on the effective date of the Agreement. Unless terminated earlier in accordance with the terms, the Agreement will be perpetual. Either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach, in which event, the non-breaching party will then deliver a second written notice to the breaching party terminating this Agreement, in which event the Agreement, and the licenses granted under the Agreement, will terminate on the date specified in such second notice. Either party may terminate the Agreement, effective immediately upon written notice to the other party, if the other party: (i) is unable to pay, or fails to pay, its debts as they become due; (ii) becomes insolvent, files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Licensee may terminate the Agreement at any time upon 90 days’ notice to the Licensor provided that, as a condition to such termination, the Licensee immediately ceases using any Licensor Products. The Licensor may terminate the Agreement at any time upon 30 days’ notice to the Licensee if the Licensee fails to pay any portion of the “Initial License Fee,” as defined in the Agreement. Under the Agreement, on January 19, 2023, the Company issued 1,300,000 shares of Common Stock to the Licensor. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed 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 Form 10-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 condensed 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 condensed 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 condensed 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 and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The unaudited condensed 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 condensed 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 condensed consolidated financial statements. |
Intangible Assets and Cloud C_2
Intangible Assets and Cloud Computing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets and Cloud Computing Arrangements [Abstract] | |
Schedule of Components of Intangible Assets | The components of intangible assets and cloud computing arrangements as of September 30, 2023 and December 31, 2022 were as follows: September 30, December 31, Methylation pipeline $ 592 $ 592 Underwriting API 840 840 Longevity API 717 717 Less: accumulated amortization and impairment (1,721 ) (106 ) Intangible assets $ 428 $ 2,043 |
Schedule of Components of Cloud Computing Arrangements | September 30, December 31, Digital insurance platform $ 2,966 $ 2,966 Less: accumulated amortization and impairment (2,966 ) (741 ) Cloud computing arrangements $ - $ 2,225 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | 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 Nine Months Ended 2023 2022 2023 2022 Net loss - basic and diluted $ (3,660 ) $ (41,026 ) $ (22,592 ) $ (76,932 ) Deemed dividend related to the Exchange Offer - - (2,466 ) - Net loss to common stockholders - basic and diluted $ (3,660 ) $ (41,026 ) $ (25,058 ) $ (76,932 ) Basic and diluted weighted average number of Class A Common Stock 4,878 612 3,350 598 Basic and diluted net loss per share available to Class A Common Stock $ (0.75 ) $ (67.04 ) $ (7.48 ) $ (128.65 ) |
Schedule of Antidilutive and Reduce the Net Loss Per Common Stock | 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): As of September 30, 2023 2022 Public and private warrants 1,037,873 1,037,873 Assumed warrants 25,868 190,619 Assumed options 215,094 296,579 Total antidilutive shares 1,278,835 1,525,071 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that are Measured on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 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: September 30, 2023 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 67 $ 65 $ 2 $ - Total liabilities $ 67 $ 65 $ 2 $ - Fair Value Measurements Using Inputs Considered as: December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 311 $ 302 $ 9 $ - Total liabilities $ 311 $ 302 $ 9 $ - |
Business Segment (Tables)
Business Segment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Segment [Abstract] | |
Schedule of operations by business segment | Summarized below is information about the Company’s operations for the three and nine months ended September 30, 2023 and 2022 by business segment: Three Months Ended September 30, Nine Months Ended September 30, Revenue Earnings Revenue Earnings 2023 2022 2023 2022 2023 2022 2023 2022 FOXO Labs $ 6 $ 7 $ (269 ) $ (500 ) $ 20 $ 71 $ (873 ) $ (1,952 ) FOXO Life 4 7 (139 ) (1,158 ) 15 22 (1,029 ) (3,070 ) 10 14 (408 ) (1,658 ) 35 93 (1,902 ) (5,022 ) Impairment (a) - - (2,633 ) - Stock issuances (b) - - (3,521 ) - Corporate and other (c) (3,104 ) (38,944 ) (13,671 ) (70,660 ) Interest expense (148 ) (424 ) (865 ) (1,250 ) Total $ 10 $ 14 $ (3,660 ) $ (41,026 ) $ 35 $ 93 $ (22,592 ) $ (76,932 ) (a) See Note 4 for additional information on the digital insurance platform, underwriting API, and longevity API impairment. (b) Stock issuances includes the 2022 Bridge Debenture Release and the PIK Note Amendment. See Notes 5 and 7 for additional information. (c) Corporate and other includes equity-based compensation, including the consulting agreement and Cantor Commitment Fee, expense of ($1,312) and $3,866 as well as depreciation and amortization expense of $5 and $74 for the three months ended September 30, 2023 and 2022, respectively. Corporate and other includes equity-based compensation, including the consulting agreement and Cantor Commitment Fee, expense of $2,582 and $5,556 as well as depreciation and amortization expense of $1,251 and $159 for the nine months ended September 30, 2023 and 2022, respectively. The three months ended September 30, 2023 and 2022 included ($36) and $31,010 for the changes in fair value of convertible debentures, warrant liability, and forward purchase derivatives. The nine months ended September 30, 2023 and 2022 also included ($244) and $55,493 for the changes in fair value of convertible debentures, warrant liability, and forward purchase derivatives. See Notes 4, 6, and 9 for additional information. |
Going Concern Uncertainty and_2
Going Concern Uncertainty and Management’s Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 20, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Going Concern Uncertainty and Management’s Plan (Details) [Line Items] | ||||||||
Net loss | $ (3,660) | $ (41,026) | $ (22,592) | $ (76,932) | ||||
Accumulated deficit | (172,289) | (172,289) | $ (147,231) | |||||
Cash used in operating activities | (6,165) | (19,232) | ||||||
Cash and cash equivalents | 42 | 42 | $ 5,515 | |||||
Convertible debentures | $ 28,000 | $ 28,000 | $ 28,000 | |||||
Initially intended capital amount | $ 300,000 | $ 300,000 | ||||||
Percentage of issued investors | 15% | |||||||
Aggregate principal amount | $ 3,457,500 | |||||||
Percentage of outstanding principal balance | 130% | |||||||
Minimum [Member] | ||||||||
Going Concern Uncertainty and Management’s Plan (Details) [Line Items] | ||||||||
Interest rate | 15% | 15% | ||||||
Maximum [Member] | ||||||||
Going Concern Uncertainty and Management’s Plan (Details) [Line Items] | ||||||||
Interest rate | 22% | 22% |
Intangible Assets and Cloud C_3
Intangible Assets and Cloud Computing Arrangements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets and Cloud Computing Arrangements (Details) [Line Items] | |||||
Amortization expense | $ 49 | $ 1,208 | |||
Impairment loss | $ 1,425 | ||||
Impairment loss finite | 2,633 | ||||
Finite-Lived Intangible Assets [Member] | |||||
Intangible Assets and Cloud Computing Arrangements (Details) [Line Items] | |||||
Impairment loss finite | $ 0 | ||||
Underwriting API [Member] | |||||
Intangible Assets and Cloud Computing Arrangements (Details) [Line Items] | |||||
Impairment charges | 630 | ||||
Longevity API [Member] | |||||
Intangible Assets and Cloud Computing Arrangements (Details) [Line Items] | |||||
Impairment charges | $ 578 |
Intangible Assets and Cloud C_4
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of Components of Intangible Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Components of Intangible Assets [Abstract] | ||
Methylation pipeline | $ 592 | $ 592 |
Underwriting API | 840 | 840 |
Longevity API | 717 | 717 |
Less: accumulated amortization and impairment | (1,721) | (106) |
Intangible assets | $ 428 | $ 2,043 |
Intangible Assets and Cloud C_5
Intangible Assets and Cloud Computing Arrangements (Details) - Schedule of Components of Cloud Computing Arrangements - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Components Of Cloud Computing Arrangements [Abstract] | ||
Digital insurance platform | $ 2,966 | $ 2,966 |
Less: accumulated amortization and impairment | (2,966) | (741) |
Cloud computing arrangements | $ 2,225 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
May 26, 2023 | Sep. 20, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt (Details) [Line Items] | |||||||
Net proceeds | $ 2,918,000 | ||||||
Fees and expenses | $ 540,000 | ||||||
Interest rate (in Dollars per share) | $ 1,150 | ||||||
Amount transferred | $ 1,339,000 | ||||||
Amendment cash percentage | 10% | 10% | |||||
Recognized realted expense | $ 1,596,000 | ||||||
Unamortized debt issuance costs | $ 256,000 | 256,000 | |||||
Stock issuance costs | $ 1,339,000 | ||||||
Percentage of outstanding principal balance | 130% | ||||||
Current liabilities | 4,006,000 | $ 4,006,000 | $ 1,409,000 | ||||
Contractual interest expense | 145,000 | $ 593,000 | 420,000 | $ 1,627,000 | |||
Amortization of debt issuance costs | $ 0 | $ 448,000 | |||||
Convertible debenture issued percentage | 12.50% | ||||||
Related party holder | $ 181,000 | $ 508,000 | |||||
Minimum [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate | 15% | 15% | |||||
Maximum [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate | 22% | 22% | |||||
Common Class A [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Common stock price per share (in Dollars per share) | $ 0.125 | ||||||
Senior PIK Notes [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Senior notes percentage | 15% | ||||||
Aggregate principal amount | $ 3,458,000 | ||||||
Bear interest percentage | 15% | 15% | |||||
PIK Note Amendment [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Senior notes percentage | 15% | ||||||
Aggregate principal amount | $ 1,000 | ||||||
PIK Interest [Member] | |||||||
Debt (Details) [Line Items] | |||||||
PIK note purchase agreement description | (i) the issuance of shares of Class A Common Stock in connection with the PIK Offer Note Offer to Amend, (ii) the issuance of shares of Class A Common Stock in connection with the Exchange Offer (as defined in Note 7), (iii) the issuance of shares of Class A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement) in connection with the 2022 Bridge Debenture Release (as defined in Note 7), (iv) the issuance of shares of Class A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement) in (a) a private placement of the Company’s equity, equity-linked or debt securities resulting in gross proceeds to the Company no greater than $5 million (a “Private Placement”) and/or (b) a registered offering of the Company’s equity, equity-linked or debt securities resulting in gross proceeds to the Company no greater than $20 million (a “Public Financing”); provided that (A) the proceeds of a Private Placement resulting in gross proceeds to the Company of at least $2 million are used by the Company to prepay not less than 25% of the Outstanding Principal Balance (as defined in the Senior PIK Notes) as of the date of prepayment on a pro rata basis upon the closing of such Private Placement, and (B) the proceeds of a Public Financing resulting in gross proceeds to the Company of at least $10 million are used by the Company to prepay all of the Outstanding Principal Balance as of the date of prepayment upon the closing of such Public Financing, and (v) the issuance of shares of Class A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement) as Private Placement Additional Consideration (as defined below) (collectively, the “PIK Note Amendment”). | ||||||
Amortization of debt issuance costs | $ 256,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Apr. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 19, 2023 | |
Related Party Transactions (Details) [Line Items] | |||||||
Debt Instrument, Collateral Amount | $ 247 | ||||||
Cash fee | $ 1,425 | ||||||
Converted shares (in Shares) | 87,126 | ||||||
Expense related to consulting agreement | $ 0 | $ 2,081 | $ 2,676 | $ 3,568 | |||
Class A Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares issued (in Shares) | 100,000 | 100,000 | |||||
Demand Promissory Note [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Evidencing loan | $ 247 | ||||||
Dr. Khaleghi [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Additional payment to related party | $ 27 | $ 0 | $ 81 | ||||
Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Remaining due to the Sponsor | $ 500 | $ 500 | |||||
FOXO [Member] | Class A Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares issued (in Shares) | 150,000 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Details) - USD ($) | 9 Months Ended | |||||
Aug. 23, 2023 | May 26, 2023 | Sep. 30, 2023 | Sep. 07, 2023 | Aug. 04, 2023 | Dec. 31, 2022 | |
Stockholders’(Deficit) Equity [Line Items] | ||||||
Shares of preferred stock | 10,000,000 | 10,000,000 | ||||
Preferred stock issued | 0 | 0 | ||||
Public warrants expiration period | 5 years | |||||
Warrants, description | ●in whole and not in part; ●at a price of $0.10 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 $180.00 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. | |||||
Per share (in Dollars per share) | $ 62.1 | |||||
Received of warrants shares | 48.3 | |||||
Warrants of aggregate shares | 164,751 | |||||
Dividend cash (in Dollars) | $ 2,466 | |||||
Warrants outstanding (in Dollars) | $ 25,868 | |||||
Percentage of discount convertible debentures | 10% | |||||
Investor price per share (in Dollars per share) | $ 0.067 | |||||
Subscription Amount (in Dollars) | $ 1 | |||||
Release and recognize expense (in Dollars) | 2,181 | |||||
Aggregate gross proceeds (in Dollars) | 450 | |||||
Other offering expenses (in Dollars) | $ 260 | |||||
Initial public offering [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Common stock warrants | 1,006,250 | |||||
Private Placement [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Shares issued | 31,623 | |||||
Aggregate gross proceeds (in Dollars) | $ 293.5 | |||||
Aggregate net proceeds (in Dollars) | $ 217 | |||||
Common Stock [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Per share (in Dollars per share) | $ 0.0001 | |||||
Authorized shares | 510,000,000 | |||||
Price per share (in Dollars per share) | $ 0.2 | |||||
Preferred Stock [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Shares of preferred stock | 10,000,000 | |||||
Preferred stock issued | 10,000,000 | |||||
Common Class A [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common share authorized | 500,000,000 | 500,000,000 | ||||
Common stock warrants | 100,000 | |||||
Shares issued | 183,438 | 281,250 | 183,438 | |||
Common stock issued | 1 | |||||
Price per share (in Dollars per share) | $ 115 | |||||
Warrants of aggregate shares | 795,618 | |||||
Common Class A [Member] | Private Placement [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Shares issued | 366,876 | 562,500 | 281,250 | |||
Price per share (in Dollars per share) | $ 0.8 | |||||
Common Class A [Member] | Exchange Offer [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Class A Common Stock were issued (in Dollars) | $ 432,188 | |||||
Common Class A [Member] | Assumed Warrants [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Shares issued | 190,619 | |||||
Common stock issued | 1 | |||||
Price per share subject to adjustment (in Dollars per share) | $ 62.1 | |||||
Exchange Offer [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Shares issued | 190,619 | |||||
General Release Agreement [Member] | Common Class A [Member] | ||||||
Stockholders’(Deficit) Equity [Line Items] | ||||||
Shares issued | 703,500 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Net Loss Per Share [Abstract] | |
Management contingent shares | 69,668 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Loss Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share [Line Items] | ||||
Net loss - basic and diluted | $ (3,660) | $ (41,026) | $ (22,592) | $ (76,932) |
Deemed dividend related to the Exchange Offer | (2,466) | |||
Net loss to common stockholders - basic | $ (3,660) | $ (41,026) | $ (25,058) | $ (76,932) |
Class A Common Stock [Member] | ||||
Net Loss Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share [Line Items] | ||||
Weighted average number basic (in Shares) | 4,878 | 612 | 3,350 | 598 |
Basic net loss per share (in Dollars per share) | $ (0.75) | $ (67.04) | $ (7.48) | $ (128.65) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share (Parentheticals) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Loss Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share (Parentheticals) [Line Items] | ||||
Net loss to common stockholders - diluted | $ (3,660) | $ (41,026) | $ (25,058) | $ (76,932) |
Class A Common Stock [Member] | ||||
Net Loss Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share (Parentheticals) [Line Items] | ||||
Weighted average number diluted | 4,878 | 612 | 3,350 | 598 |
Diluted net loss available | $ (0.75) | $ (67.04) | $ (7.48) | $ (128.65) |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of Antidilutive and Reduce the Net Loss Per Common Stock - shares | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule Of Antidilutive And Reduce The Net Loss Per Common Stock Abstract | ||
Public and private warrants | 1,037,873 | 1,037,873 |
Assumed warrants | 25,868 | 190,619 |
Assumed options | 215,094 | 296,579 |
Total antidilutive shares | 1,278,835 | 1,525,071 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured on a Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Total liabilities | $ 67 | $ 311 |
Warrant liability [Member] | ||
Liabilities: | ||
Total liabilities | 67 | 311 |
Level 1 [Member] | ||
Liabilities: | ||
Total liabilities | 65 | 302 |
Level 1 [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Total liabilities | 65 | 302 |
Level 2 [Member] | ||
Liabilities: | ||
Total liabilities | 2 | 9 |
Level 2 [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Total liabilities | 2 | 9 |
Level 3 [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | Warrant liability [Member] | ||
Liabilities: | ||
Total liabilities |
Foxo Life Insurance Company (De
Foxo Life Insurance Company (Details) $ in Thousands | Feb. 03, 2023 USD ($) |
Foxo Life Insurance Company (Details) [Line Items] | |
Statutory capital | $ 5,002 |
Amount earned | 51 |
Claims incurred | 251 |
Authorized | 4,751 |
FOXO Life Insurance Company [Member] | |
Foxo Life Insurance Company (Details) [Line Items] | |
Cash | $ 200 |
Business Segment (Details)
Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Segment [Line Items] | ||||
Depreciation expenses | $ 5 | $ 74 | $ 1,251 | $ 159 |
Changes in fair value of convertible debentures, warrant liability | (36) | (1,349) | (244) | (1,349) |
Commitments [Member] | ||||
Business Segment [Line Items] | ||||
Commitment fee and expense | 1,312 | 3,866 | 2,582 | 5,556 |
Warrant [Member] | ||||
Business Segment [Line Items] | ||||
Changes in fair value of convertible debentures, warrant liability | $ (36) | $ 31,010 | $ (244) | $ 55,493 |
Business Segment (Details) - Sc
Business Segment (Details) - Schedule of Operations by Business Segment - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 10 | $ 14 | $ 35 | $ 93 | |
Earnings | (3,660) | (41,026) | (22,592) | (76,932) | |
FOXO Labs [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 6 | 7 | 20 | 71 | |
Earnings | (269) | (500) | (873) | (1,952) | |
FOXO Life [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 4 | 7 | 15 | 22 | |
Earnings | (139) | (1,158) | (1,029) | (3,070) | |
FOXO Technologies Inc [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 10 | 14 | 35 | 93 | |
Earnings | (408) | (1,658) | (1,902) | (5,022) | |
Impairment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Earnings | [1] | (2,633) | |||
Stock Issuances [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Earnings | [2] | (3,521) | |||
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Earnings | [3] | (3,104) | (38,944) | (13,671) | (70,660) |
Interest Expense [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Earnings | $ (148) | $ (424) | $ (865) | $ (1,250) | |
[1] See Note 4 for additional information on the digital insurance platform, underwriting API, and longevity API impairment. Stock issuances includes the 2022 Bridge Debenture Release and the PIK Note Amendment. See Notes 5 and 7 for additional information. Corporate and other includes equity-based compensation, including the consulting agreement and Cantor Commitment Fee, expense of ($1,312) and $3,866 as well as depreciation and amortization expense of $5 and $74 for the three months ended September 30, 2023 and 2022, respectively. Corporate and other includes equity-based compensation, including the consulting agreement and Cantor Commitment Fee, expense of $2,582 and $5,556 as well as depreciation and amortization expense of $1,251 and $159 for the nine months ended September 30, 2023 and 2022, respectively. The three months ended September 30, 2023 and 2022 included ($36) and $31,010 for the changes in fair value of convertible debentures, warrant liability, and forward purchase derivatives. The nine months ended September 30, 2023 and 2022 also included ($244) and $55,493 for the changes in fair value of convertible debentures, warrant liability, and forward purchase derivatives. See Notes 4, 6, and 9 for additional information. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Number of purchase unit (in Shares) | 10,000 | |
Supplies outstanding (in Shares) | 3,000 | |
Remaining purchase obligation | $ 14 | |
Percentage of convertible debenture | 12.50% | |
Claims damages cost | $ 6,207 | |
Percentage of gross proceeds | 25% | |
Severance and related expense | $ 955 | |
Accrued severance expense | 620 | |
Management expenses | 9,130 | |
Settlement of legal proceedings | 2,300 | $ 0 |
Smithline [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Cash settlement payment | $ 2,300,000 | |
Percentage of gross proceeds | 25% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||||
Oct. 31, 2023 | Oct. 13, 2023 | Oct. 02, 2023 | Sep. 30, 2023 | Oct. 03, 2023 | Sep. 07, 2023 | Aug. 23, 2023 | Dec. 31, 2022 | |
Subsequent Events [Line Items] | ||||||||
Restricted shares issued (in Shares) | 200,000 | |||||||
Purchase agreement amount (in Dollars) | $ 25 | |||||||
Trading value (in Dollars) | $ 1,000 | |||||||
Trading value percentage | 300% | |||||||
Percentage of exceed outstanding | 19.99% | |||||||
Common stock issued percentage | 9.99% | |||||||
Common stock outstanding percentage | 9.99% | |||||||
Restricted shares of Common Stock (in Dollars) | $ 200 | |||||||
Price per share (in Dollars per share) | $ 1 | |||||||
Percentage of gross proceeds | 25% | |||||||
Percentage of warrant coverage | 7% | |||||||
Warrant purchase shares (in Shares) | 7,000 | |||||||
Warrant exercise price (in Dollars per share) | $ 1.324 | |||||||
Percentage of exercise price | 110% | |||||||
Percentage of subcriber revenue | 15% | |||||||
Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Percentage of exceed outstanding | 4.99% | |||||||
Shares price (in Dollars per share) | $ 0.2 | |||||||
Warrant [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Percentage of warrant coverage | 7% | |||||||
Shares issued (in Shares) | 100,000 | |||||||
FOXO Technologies Inc [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Percentage of gross proceeds | 4% | |||||||
License and Development Fee [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
License and development fee (in Dollars) | $ 2,500 | |||||||
Maintenance fee (in Dollars) | $ 50 | |||||||
Class A Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Shares of common stock (in Shares) | 281,250 | 183,438 | 183,438 | |||||
Shares price (in Dollars per share) | $ 115 | |||||||
Warrant purchase shares (in Shares) | 7,000 | |||||||
Common stock, shares price (in Dollars per share) | $ 0.0001 | |||||||
Shares issued (in Shares) | 100,000 | |||||||
Class A Common Stock [Member] | Warrant [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Percentage of warrant coverage | 1% | |||||||
Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Shares of common stock (in Shares) | 100,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Promissory note evidencing loan (in Dollars) | $ 43 | |||||||
Aggregate amount (in Dollars) | $ 2,000 | |||||||
Percentage of purchase price | 85% | |||||||
Shares price (in Dollars per share) | $ 0.0001 | |||||||
Description of implement reverse stock split. | implement a 1-for-10 reverse stock split | |||||||
Shares issued (in Shares) | 1,300,000 | |||||||
Subsequent Event [Member] | FOXO Technologies Inc [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Obtained loan (in Dollars) | $ 43 | |||||||
Interest rate | 13.25% | |||||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Shares price (in Dollars per share) | $ 1.204 | |||||||
Shares issued (in Shares) | 250,000 | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Restricted shares issued (in Shares) | 100,000 | |||||||
Shares of common stock (in Shares) | 10 | |||||||
LLC [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Percentage of gross proceeds | 7% |