FOXO Technologies Inc-A 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal YearDecember 31,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-39783 FOXO TECHNOLOGIES INC.(Exact name of registrant as specified in its charter) 477 South Rosemary Ave.,Suite 224West Palm Beach,FL33401(Address of principal executive offices) (612)800-0059(Registrant’s telephone number, including area code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the last business dayof the registrants most recently completed second fiscal quarter, based on the price at which the common equity was last sold on the NYSEAmerican on June 30, 2024 was approximately $2,653,834. For purposes of this computation only, all officers, directors and 10% orgreater stockholders of the registrant are deemed to be “affiliates.” The number of shares of Registrant’s Class A Common Stock outstanding, par value $0.0001per share, as of April 8, 2025, was35,843,767. TABLE OF CONTENTS Part IItem 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments33Item 1C.Cybersecurity33Item 2.Properties34Item 3.Legal Proceedings34Item 4.Mine Safety Disclosures35Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35Item 6.Reserved35Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 8.Financial Statements and Supplementary Data48Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure48Item 9A.Controls and Procedures48Item 9B.Other Information50Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections50Part IIIItem 10.Directors, Executive Officers and Corporate Governance50Item 11.Executive Compensation55Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters64Item 13.Certain Relationships and Related Transactions, and Director Independence66Item 14.Principal Accountant Fees and Services69Part IVItem 15.Exhibits70Item 16.Form 10-K Summary75Signatures76i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THISREPORT This Annual Report on Form 10-K, or this Annual Report, and the documents incorporated herein by reference contain forward-lookingstatements within the meaning of Section 27A of the Securities Ac