FOXO (FOXO) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DATA

For the Six Months Ended June 30, 2024

(In thousands, except per share amounts)

	FOXO			Myrtle Recovery
	Technologies Inc.			Centers, Inc.						Pro Forma
	Historical			Historical						Combined
	Six Months Ended			Period January 1 to			Pro Forma			Six Months Ended
	June 30, 2024			June 13, 2024			Adjustments			June 30, 2024		(A)
Net revenues	$	35		$	281		$	-		$	316
Operating expenses:											-
Direct costs of revenues		31			263			-			294
Research and development		269			-			-			269
Management contingent share plan		41			-			-			41
Selling, general and administrative expenses		2,462			785			-			3,247
Total operating expenses		2,803			1,048			-			3,851
Loss before other income (expense)		(2,768	)		(767	)		-			(3,535	)
Other income (expense):
Change in fair value of warrant liabilities		8			-			-			8
Interest expense		(843	)		-			-			(843	)
Other expense		(65	)		-			-			(65	)
Total other income (expense), net		(900	)		-			-			(900	)
Net loss before income taxes		(3,668	)		(767	)		-			(4,435	)
Provision for income taxes		-			-			-			-
Net loss		(3,668	)		(767	)		-			(4,435	)
Net loss attributable to noncontrolling interest of Myrtle		1						15	(B)		16
Net loss attributable to FOXO		(3,667	)		(767	)		15			(4,419	)
Deemed dividends		(966	)		-			-			(966	)
Net loss available to common stockholders	$	(4,633	)	$	(767	)	$	15		$	(5,401	)
Net loss per share of common stock available to common stockholders- basic and diluted	$	(0.48	)	$	-		$	-		$	(0.51	)
Weighted average number of shares of common stock outstanding during the period - basic and diluted (D)		9,629			-			1,024	(C)		10,653

PRO FORMA ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024 ARE AS FOLLOWS:

(A)	The Myrtle transaction, which closed on June 14, 2024, is accounted for under Accounting Standards Codification Topic 805, Business Combinations. Based on the preliminary purchase price allocation, the excess of the fair value of Myrtle’s assets and liabilities is goodwill of $2,369. FOXO will prepare a definitive purchase price valuation no later than one year from the date of acquisition, which may result in an increase or decrease in goodwill. In accordance with the Business Combination Topic of the Codification, Section 80-30, goodwill is not amortized, but will be tested for impairment at least annually. Therefore, the pro formas do not include an adjustment for amortization of intangible assets.
(B)	Represents the noncontrolling interest in the loss of Myrtle for the period January 1 to June 13, 2024.
(C)	Adjusts the number of shares of FOXO Class A Common Stock outstanding during the period per the terms of the acquisition. The shares were issued to RHI on July 17, 2024.
(D)	The diluted potential common shares were not included in the computation of diluted loss per share because to do so would have been anti-dilutive

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DATA

For the Year Ended December 31, 2023

(In thousands, except per share amounts)

	FOXO			Myrtle Recovery
	Technologies Inc.			Centers, Inc.						Pro Forma
	Historical			Historical						Combined
	Year Ended			Year Ended			Pro Forma			Year Ended
	December 31, 2023			December 31, 2023			Adjustments			December 31, 2023		(A)
Net revenues	$	145		$	140		$	-		$	285
											-
Operating expenses:											-
Direct costs of revenues		132			258			-			390
Research and development		901			-			-			901
Management contingent share plan		(732	)		-			-			(732	)
Impairments of intangible assets		2,633			-			-			2,633
Selling, general and administrative expenses		19,399			968			-			20,367
Total operating expenses		22,333			1,226			-			23,559
Loss before other income (expense), net		(22,188	)		(1,086	)		-			(23,274	)
Other income (expense):
Change in fair value of warrant liabilities		303			-			-			303
Loss from PIK Note Amendment and 2022 Debenture Release		(3,521	)		-			-			(3,521	)
Interest expense		(1,064	)		-			-			(1,064	)
Other income, net		19			-			-			19
Total other income (expense), net		(4,263	)		-			-			(4,263	)
Net loss before income taxes		(26,451	)		(1,086	)		-			(27,537	)
Provision for income taxes		-			-			-			-
Net loss		(26,451	)		(1,086	)		-			(27,537	)
Net loss attributable to noncontrolling interest of Myrtle		-						21	(B)		21
Net loss attributable to FOXO		(26,451	)		(1,086	)		21			(27,516	)
Deemed dividends		(3,378	)		-			-			(3,378	)
Net loss available to common stockholders	$	(29,829	)	$	(1,086	)	$	21		$	(30,915	)
Net loss per share of common stock available to common stockholders- basic and diluted	$	(7.08	)	$	-		$	-		$	(5.90	)
Weighted average number of shares of common stock outstanding during the period - basic and diluted (D)		4,216			-			1,024	(C)		5,240

PRO FORMA ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AS FOLLOWS:

(A)	The Myrtle transaction which closed on June 14, 2024, is accounted for under Accounting Standards Codification Topic 805, Business Combinations. Based on the preliminary purchase price allocation, the excess of the fair value of Myrtle’s assets and liabilities is goodwill of $2,369. FOXO will prepare a definitive purchase price valuation no later than one year from the date of acquisition, which may result in an increase or decrease in goodwill. In accordance with the Business Combination Topic of the Codification, Section 80-30, goodwill is not amortized, but will be tested for impairment at least annually. Therefore, the pro formas do not include an adjustment for amortization of intangible assets.
(B)	Represents the noncontrolling interest in the loss of Myrtle for the year ended December 31, 2023.
(C)	Adjusts the number of shares of FOXO Class A Common Stock outstanding during the period per the terms of the acquisition. The shares were issued to RHI on July 17, 2024.
(D)	The diluted potential common shares were not included in the computation of diluted loss per share because to do so would have been anti-dilutive