FOXO Technologies Inc. - 美股招股说明书（2025年5月6日版）

Up to 4,000,000 Shares of Class A Common Stock Issuable Upon Conversions of Series A Cumulative Convertible RedeemablePreferred Stock This prospectus relates to the offer and resale of up to an aggregate of 4,000,000 shares (the “Conversion Shares”), of Class ACommon Stock, par value $0.0001 per share (“Common Stock”) of FOXO Technologies Inc., a Delaware corporation (the “FOXO,”“Company”, “we”, “us” or “our”) issuable upon the conversions of an aggregate of 10,632 shares of the Company’s Series ACumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”). 1,232 of the shares of Series A PreferredStock were issued to Sabby Volatility Warrant Master Fund, Ltd. (“Sabby Volatility”) pursuant to a conversion notice submitted to theCompany by Sabby Volatility of the right to exchange a Senior Promissory Note in the principal amount of $1,120,000 issued to SabbyVolatility on December 6, 2024 for shares of Series A Preferred Stock. 3,949.59 of the shares of Series A Preferred Stock wereacquired by Sabby Volatility from Rennova Health, Inc., a Delaware corporation (“RHI”) in a share exchange. 650 of the shares ofSeries A Preferred Stock were issued to Sabby Volatility pursuant to Securities Purchase Agreements between the Company and Sabby This prospectus also covers any additional shares of Common Stock that may become issuable upon any adjustment pursuant to theterms of the Series A Preferred Stock issued to the Selling Stockholders by reason of stock splits, stock dividends, and other events The Conversion Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders”beginning on page 8. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the ConversionShares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privatelynegotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not knowwhen or in what amount the Selling Stockholders may sell their Conversion Shares hereunder following the effective date of this We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus.We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliancewith state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion of each Selling Stockholder. Sales of a substantial number of our shares of Common Stock in the public market by the Selling Stockholders and/or by our otherexisting security holders, or the perception that those sales might occur, could depress the market price of the Common Stock andPublic Warrants (as defined below) and could impair our ability to raise capital through the sale of additional equity securities. We areunable to predict the effect that such sales may have on the prevailing market price of the Common Stock and Public Warrants. See Our registration of the securities covered by this prospectus does not mean that any Selling Stockholder will issue, offer or sell, asapplicable, any of the securities. The Selling Stockholders may offer and sell the securities covered by this prospectus in a number ofdifferent ways, at varying prices and for varying gains. We provide more information about how the Selling Stockholders may sell the We do not have sufficient capital to fund our operations. Additionally, our independent registered public accounting firm has includedan explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements. Wehave taken various actions to bolster our cash position, including raising funds through various private debt and equity offerings,conserving cash by issuing the certain payment shares and rights to certain stockholders in satisfaction of outstanding amounts payableby us to them, and reducing our employee headcount. Based on our current operating plan, our cash position as of December 31, 2024, We have recently acquired Myrtle Recovery Centers, Inc., a Tennessee corporation (“Myrtle”), the operator of a 30-bed behavioralhealth facility in East Tennessee, as a synergistic opportunity to expand our operations into the healthcare sector and as a complementto our epigenetics division as well as Rennova Community Health, Inc., a Florida corporation (“RCHI”), the owner of Scott County Our Common Stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “FOXO.” Our Public Warrants arequoted on the OTC Pink Marketplace under the symbol “FOXOW.” On April 30, 2025, the last reported sales price of the CommonStock was $0.8180 per share and the last reported sales price of the Public Warrants was $0.0110 per Public Warrant. We are an “emerging growth co