FOXO Technologies Inc-A美股招股说明书(2025-05-06版)

Cumulative 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 the Volatility 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 SabbyVolatility each dated April 4, 2025 and April 15, 2025, respectively (the “Purchase Agreements”). 4,800.41 of the shares of Series APreferred Stock were acquired by Sabby Healthcare Master Fund, Ltd. (“Sabby Healthcare”) from RHI in a share exchange. Certainholders of the shares of Series A Preferred Stock, including Sabby Volatility, are each referred to herein as a “Selling Stockholder” andcollectively as the “Selling Stockholders.” We are registering the resale of the Conversion Shares as set forth in this prospectus tosatisfy our obligations under the Purchase Agreements and the accompanying registration rights agreement dated as of April 4, 2025(the “Registration Rights Agreement”) between the Company and Sabby Volatility. For additional information regarding the issuanceof the shares of Series A Preferred Stock to the Selling Stockholders, see “Senior Notes Transaction,” “Series A Preferred PrivateOffering Transaction,” and “The Rennova Health Exchange Transaction” beginning on page 7.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 eventsdescribed therein. when or in what amount the Selling Stockholders may sell their Conversion Shares hereunder following the effective date of thisregistration statement. We provide more information about how a Selling Stockholder may sell its Conversion Shares in the sectiontitled “Plan of Distribution” on page 15. 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. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of Common Stock. 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 thesecurities in the section entitled “Plan of Distribution.”We do not have sufficient capital to fund our operations. Additionally, our independent registered public accounting firm has included by us to them, and reducing our employee headcount. Based on our current operating plan, our cash position as of December 31, 2024,and after taking into account the actions described above, we expect to be able to fund our operations through December 2025. We willneed additional financing or other increase in our cash and cash equivalents balance to enable us to fund our operations beyondDecember 31, 2025. health 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 CountyCommunity Hospital, Inc. (d/b/a Big South Fork Medical Center) (“SCCH”), a critical access hospital in Tennessee.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 Common company reporting requirements for this and future filings.Through the voting rights of our Series A Preferred Stock and a Voting and Proxy Agreement, RHI (which is controlled by our ChiefExecutive Officer, Seamus Lagan) currently controls a majority of the voting power of our Company. For so long as the majority of information, see the risk factors titled “Our stockholders have limited voting power compared to the holders of our Series A PreferredStock and RHI controls a majority of the voting power of the Company.,” “Our management controls all corporate activities and canapprove all transactions, including m