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FOXO Technologies Enters into Share Exchange Agreements to Acquire Healthcare Operations from Rennova Health, Inc.

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Rhea-AI Sentiment
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Rhea-AI Summary

On June 14, 2024, FOXO Technologies announced two share exchange agreements with Rennova Health to acquire healthcare operations. The deals involve Myrtle Recovery Centers and Scott County Community Hospital (doing business as Big South Fork Medical Center). Myrtle Recovery Centers will be exchanged for $500,000 in FOXO common stock, while Scott County Community Hospital will be exchanged for $20 million in convertible preferred stock. These acquisitions are expected to generate significant cash flow for FOXO, with the acquired entities reporting $18.7 million in net revenue and $5.2 million in net income for 2023. The integration aims to leverage FOXO’s epigenetic technology in community health and addiction recovery, potentially expanding market reach and improving patient outcomes.

Positive
  • FOXO acquires businesses generating $18.7M in revenue and $5.2M in net income.
  • Acquisitions expected to be synergistic with FOXO’s epigenetic technology.
  • Potential for expansion into other East Tennessee properties owned by Rennova.
  • Improved patient outcomes through integration of epigenetic technology.
  • Potential to accelerate growth of both companies.
  • Convertible preferred stock worth $20M indicates substantial investment.
  • Opportunities for FOXO to expand current technologies in healthcare market.
Negative
  • Transactions subject to shareholder approval, which could delay closing.
  • Acquisition involves issuing $500,000 in common stock, leading to potential shareholder dilution.
  • Dependency on successful integration to achieve projected synergies and growth.

Insights

The acquisition of Rennova Health’s healthcare operations by FOXO Technologies brings significant financial implications. FOXO Technologies will exchange $500,000 of common stock and $20 million of convertible preferred stock to acquire Myrtle Recovery Centers and Scott County Community Hospital. These investments are substantial, indicating FOXO's strategic aim to enhance its healthcare offerings and expand its market reach. Notably, the acquired entities generated $18.7 million in net revenue and $5.2 million in net income for the year ended December 31, 2023, which signifies strong existing financial performance. This could translate into immediate cash flow improvements for FOXO. However, investors should be mindful of the potential dilution of shares due to the issuance of convertible preferred stock. The financial health and scalability of the acquired entities will be important in determining the ultimate success of these transactions.

Rating: 1

From a market perspective, FOXO Technologies' acquisition of healthcare assets from Rennova Health appears to be a strategic move to position itself firmly in the community health and addiction recovery sectors. This acquisition aligns with FOXO's goals of leveraging its epigenetic technology to enhance healthcare delivery. The combination of Rennova's operational expertise and FOXO's technological innovations could generate significant synergies. However, the success of such integrations typically hinges on effective execution and alignment of corporate cultures. The planned expansion into additional East Tennessee locations could amplify revenue streams, though it introduces execution risk. Investors should keep an eye on how FOXO manages this growth phase and the integration of new technologies into healthcare settings.

Rating: 1

FOXO Technologies' integration of epigenetic solutions into community health and addiction recovery marks an innovative approach in the healthcare sector. Epigenetics studies how behaviors and environment can cause changes that affect gene activity; integrating such technology in behavioral health and critical access hospitals could potentially improve patient outcomes. The use of AI-based solutions like VITHAR™ AI Health Coach in these settings is particularly noteworthy. However, the practical application and acceptance of such advanced technologies in traditional healthcare environments can be challenging. As these technologies are fairly new, their impact on clinical outcomes and patient satisfaction will need to be closely monitored. The collaboration with Rennova could create opportunities to validate these innovations in real-world settings.

Rating: 1

Acquisition expected to be synergistic with FOXO’s epigenetic technology in community health and addiction recovery settings as well as contribute significant cash flow

MINNEAPOLIS, MN, June 14, 2024 (GLOBE NEWSWIRE) -- FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), today announced it has entered into two share exchange agreements with Rennova Health, Inc., an OTC listed company (“Rennova”) (OTC: RNVA).  In the first agreement, equity in Myrtle Recovery Centers, Inc., Rennova’s behavioral health services subsidiary, will be exchanged for $500,000 of common stock in FOXO, subject to adjustments. In the second agreement, equity in Rennova Community Health, Inc., which owns and manages Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), a critical access hospital, will be exchanged for $20 million of convertible preferred stock to be designated. Closing of the transactions are subject to certain closing conditions including but not limited to shareholder approval for the acquisition of Rennova Community Health, Inc. Scott County Community Hospital, Inc. and Myrtle Recovery Centers, Inc., generated unaudited net revenue of approximately $18.7 million and net income of approximately $5.2 million for the twelve months ended December 31, 2023.

Myrtle Recovery Centers, Inc. is a 30-bed behavioral health facility in East Tennessee with plans to duplicate the model in different locations. It provides inpatient services for detox and residential treatment and outpatient services for medication medication-assisted treatment (MAT) and office-based opioid treatment (OBOT) programs. Scott County Community Hospital, Inc. (DBA Big South Fork Medical) is a designated critical access hospital (CAH) in East Tennessee. The integration of these entities is designed to accelerate the growth of both companies while enabling FOXO Technologies to leverage its cutting-edge epigenetic technology in community health and addiction recovery settings, driving improved patient outcomes and expanding its market reach.

Mark White, Interim CEO of FOXO Technologies, “This acquisition represents a transformative step for FOXO Technologies. Myrtle Recovery Centers and Scott County Community Hospital are established businesses with opportunities for continued growth. Moreover, these transactions bring meaningful cash flow to FOXO. Our plan is to considerably grow these revenues over the next couple of years, including from the rights we secured to expand these businesses into another East Tennessee property owned by Rennova. Furthermore, Rennova’s history in diagnostic testing, coupled with its expertise in healthcare IT and software, creates additional opportunities for FOXO to expand and deliver our current technologies to the marketplace. We believe these transactions represent a key inflection point for FOXO by combining our innovative epigenetic and AI-based epigenetic solutions, such as the VITHAR™ AI Health Coach, with their robust healthcare services to bring an unprecedented level of care to patients. We look forward to providing further updates as we advance these important transactions."

“We are delighted to enter into these transactions with FOXO,” said Seamus Lagan, the Chief Executive Officer of Rennova Health Inc. “The two agreements have the potential to drive significant value and synergies for both our respective companies. In particular, we believe this transaction will enable us to rapidly expand our core business. In addition, by combining our established healthcare operations with FOXO’s expertise in AI and epigenetics, we foresee a powerful synergy that will enhance our service offerings and broaden our impact in the healthcare sector. This partnership is not only a strategic alignment for growth but also a major step forward in our mission to provide top-tier healthcare services and improve patient outcomes.”

Additional details about the transactions are available in the Company’s Form 8-K, which has been filed with the Securities and Exchange Commission.

About Rennova Health, Inc.

Rennova Health, Inc. (“Rennova,”) is a provider of health care services. The company owns one operating hospital in Oneida, Tennessee known as Big South Fork Medical Center, a hospital located in Jamestown, Tennessee that it plans to reopen, and an alcohol and drug treatment facility and OBOT operated by Myrtle Recovery Centers, Inc. For more information, please visit www.rennovahealth.com.

About FOXO Technologies Inc.

FOXO is a biotechnology company dedicated to improving human health and longevity through the development of cutting-edge technology and product solutions for various industries, including life insurance. FOXO’s epigenetic technology applies AI to DNA methylation to identify molecular biomarkers of human health and aging. FOXO is committed to leveraging the latest advancements in science and technology to help people live better, longer lives. For more information about FOXO, visit www.foxotechnologies.com.

Forward-Looking Statements

This press release contains certain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein, including statements about the delisting of the Warrants from NYSE American, trading of the Warrants in the over-the-counter market, the continued listing of the Company’s Class A common stock on NYSE American, and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning, but the absence of these words does not mean that a statement is not forward-looking. Any such forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the Company’s control. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the possibility that the Plan will not be accepted by NYSE American, the Company will be unable to satisfy other continued listing requirements of NYSE American for its Class A common stock to maintain the listing of the Class A common stock on NYSE American; the risk of changes in the competitive and highly regulated industries in which FOXO operates; variations in operating performance across competitors or changes in laws and regulations affecting FOXO’s business; the ability to implement FOXO’s business plans, forecasts, and other expectations; the ability to obtain financing; the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future; potential inability of FOXO to establish or maintain relationships required to advance its goals or to achieve its commercialization and development plans; the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others; and the risk of downturns and a changing regulatory landscape in the highly competitive biotechnology industry or in the markets or industries in which FOXO operates, including the highly regulated insurance industry. The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed in FOXO’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, and in other documents FOXO has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FOXO assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:
Crescendo Communications, LLC
(212) 671-1020
foxo@crescendo-ir.com



FAQ

What companies are involved in the FOXO share exchange agreements?

FOXO Technologies and Rennova Health are involved in the share exchange agreements.

What is the value of the FOXO share exchange for Myrtle Recovery Centers?

The value is $500,000 in FOXO common stock.

What is the value of the FOXO share exchange for Scott County Community Hospital?

The value is $20 million in convertible preferred stock.

When was the FOXO and Rennova Health share exchange announced?

The share exchange was announced on June 14, 2024.

What is the expected impact of FOXO's acquisition on cash flow?

The acquisition is expected to contribute significant cash flow to FOXO.

How much net revenue did Scott County Community Hospital and Myrtle Recovery Centers generate in 2023?

They generated approximately $18.7 million in net revenue in 2023.

How much net income did Scott County Community Hospital and Myrtle Recovery Centers generate in 2023?

They generated approximately $5.2 million in net income in 2023.

What are the potential benefits of FOXO's acquisition for patient outcomes?

The potential benefits include improved patient outcomes through the integration of epigenetic technology.

What is the purpose of FOXO's acquisition of Rennova's healthcare operations?

The purpose is to leverage FOXO’s epigenetic technology in community health and addiction recovery settings, and to expand market reach.

What is the significance of the $20 million convertible preferred stock in FOXO's acquisition?

It indicates a substantial investment in the acquisition of Scott County Community Hospital, reflecting the significant value FOXO sees in the deal.

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