FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements
- None.
- The failure to timely file the Form 10-Q may lead to suspension and delisting procedures if not cured within the Initial Cure Period or Additional Cure Period.
Insights
The disclosure of noncompliance with the NYSE American continued listing standards by FOXO Technologies Inc. represents a significant financial development with potential implications for the company's stock performance and investor confidence. The failure to file the required Form 10-Q in a timely manner can be indicative of underlying financial or operational issues that may warrant further scrutiny from investors and market analysts.
Short-term implications for stakeholders include potential volatility in the company’s stock price as the market reacts to the uncertainty surrounding the company's financial health and governance practices. Long-term concerns may involve the company's ability to maintain its listing on the exchange, which could affect liquidity and the ability to raise capital. The steps mentioned by the interim CEO to enhance financial infrastructure and corporate governance are critical in addressing the issues at hand and restoring credibility.
It is important for investors to monitor the company's efforts to cure the filing delinquency within the prescribed time frames. The NYSE's monitoring during the Initial Cure Period and the possibility of an Additional Cure Period provide a structured timeline for compliance. However, the caveat that there can be no assurance of regaining compliance underscores the risk involved.
Investors should also consider the broader industry context, as delayed financial reporting could signal competitive disadvantages or operational inefficiencies that may not be immediately apparent. The company's proactive communication and remedial actions will be key in mitigating the risks associated with this noncompliance notice.
The legal ramifications of FOXO Technologies Inc.'s noncompliance with NYSE American listing standards are an important aspect of this situation. The requirement for the company to issue a press release and contact the NYSE to discuss the status of the delinquent report is a regulatory mechanism designed to ensure transparency and protect the interests of shareholders and the investing public.
From a legal perspective, the company's adherence to the NYSE American Company Guide procedures, including the potential for suspension and delisting if compliance is not achieved, is a matter of corporate governance. The interim CEO's acknowledgment of the need to meet the highest standards of corporate governance is a response to these regulatory requirements.
It is also noteworthy that the NYSE has the discretion to accelerate suspension and delisting procedures under certain circumstances. This legal framework provides a backdrop against which the company must operate to regain compliance and it highlights the importance of understanding the regulatory environment for investors and stakeholders.
The industry implications of a company like FOXO Technologies Inc. facing noncompliance with listing standards can be indicative of broader trends or sector-specific challenges. For instance, if the delay in filing is due to substantive changes and restructuring, as the interim CEO suggests, it may reflect a period of transition within the company or the industry at large that could have far-reaching effects.
Industry analysts would evaluate the company's operational and financial progress against the backdrop of these changes to assess the likelihood of successful compliance and the potential for strategic realignment. The impact on the company's competitive position and market share would also be a point of analysis, as financial reporting delays can sometimes be symptomatic of deeper strategic issues.
Understanding the context of the company's restructuring efforts and the specific challenges it faces in the industry is essential for stakeholders to make informed decisions about their engagement with the company's securities.
Reaffirms commitment to regaining compliance with the NYSE American continued listing standards
On November 21, 2023, FOXO Technologies Inc., a
“We regret the delay in filing our form 10-Q, which is due in large part to the substantive changes and necessary restructuring steps we have taken over the past several months,” stated Mark White, Interim CEO of Foxo Technologies. “Nevertheless, we have made substantial operational and financial progress. We are
The Company is now subject to the procedures and requirements set forth in Section 1007 of the NYSE American Company Guide. Within five days of the date of the Filing Delinquency Notification, the Company was required to (a) contact the NYSE to discuss the status of the Delinquent Report and (b) issue a press release disclosing the occurrence of the Filing Delinquency, the reason for the Filing Delinquency and, if known, the anticipated date such Filing Delinquency will be cured via the filing or refiling of the applicable report, as the case may be. The NYSE American Notice has no immediate effect on the listing or trading of the Company’s Class A common stock on NYSE American.
During the six-month period from the date of the Filing Delinquency (the "Initial Cure Period"), the NYSE will monitor the Company and the status of the Delinquent Report and any subsequent delayed filings, including through contact with the Company, until the Filing Delinquency is cured. If the Company fails to cure the Filing Delinquency within the Initial Cure Period, the NYSE may, in the NYSE’s sole discretion, allow the Company’s securities to be traded for up to an additional six-month period (the "Additional Cure Period") depending on the Company’s specific circumstances. If the NYSE determines that an Additional Cure Period is not appropriate, suspension and delisting procedures will commence in accordance with the procedures set out in Section 1010 of the NYSE American Company Guide. If the NYSE determines that an Additional Cure Period of up to six months is appropriate and the Company fails to file its Delinquent Report and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. An issuer is not eligible to follow the procedures outlined in Section 1009 with respect to these criteria.
Notwithstanding the foregoing, however, the NYSE may in its sole discretion decide (i) not to afford an issuer any Initial Cure Period or Additional Cure Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the Initial Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures if the Company is subject to delisting pursuant to any other provision of the Company Guide, including if the NYSE believes, in the NYSE’s sole discretion, that continued listing and trading of an issuer's securities on the NYSE is inadvisable or unwarranted in accordance with Sections 1001-1006 hereof.
The Company intends to regain compliance with the NYSE American continued listing standards. There can be no assurance that the Company will ultimately regain compliance with all applicable NYSE American listing standards.
About FOXO Technologies Inc. (“FOXO”)
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.
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Crescendo Communications, LLC
(212) 671-1020
foxo@crescendo-ir.com
Source: FOXO Technologies Inc.
FAQ
What is the reason behind FOXO Technologies Inc. receiving a notice of noncompliance from NYSE Regulation?
What steps has FOXO Technologies Inc. taken to address the noncompliance issue?
What are the potential consequences if FOXO Technologies Inc. fails to cure the Filing Delinquency within the Initial Cure Period?
Is there a guarantee that FOXO Technologies Inc. will regain compliance with all applicable NYSE American listing standards?
