FOXO Technologies Receives Notice from NYSE American Regarding Late Filing of Quarterly Report on Form 10-Q

Rhea-AI Summary

FOXO Technologies Inc. (NYSE American: FOXO) received a notice from NYSE Regulation stating that the Company is not in compliance with the continued listing standards of the NYSE American due to the delayed filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. The Company has a six-month initial cure period to file the Form 10-Q with the SEC, with the possibility of an additional six-month cure period if needed.

Positive

• None.

Negative

• The non-compliance with listing standards may lead to negative investor sentiment and potential delisting of the company's securities from the NYSE American, impacting the stock's liquidity and value.

MINNEAPOLIS--(BUSINESS WIRE)-- FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”), a leader in the field of epigenetic biomarker technology, announced that on November 21, 2023, it received a notice from NYSE Regulation stating that the Company is not in compliance with the continued listing standards of the NYSE American (the “Exchange”) under the timely filing criteria set forth in Section 1007 of the NYSE American Company Guide (the “Company Guide”). The non-compliance results from the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Delinquent Report”) by the filing due date of November 20, 2023 (the “Filing Delinquency”).

In accordance with Section 1007 of the Company Guide, the Company will have six months from the date of the Filing Delinquency, or until May 20, 2024 (the “Initial Cure Period”), to file the Form 10-Q with the SEC. If the Company fails to file the Form 10-Q during the Initial Cure Period, the Exchange may, in its sole discretion, provide an additional six-month cure period (the “Additional Cure Period”). The Company can regain compliance with the Exchange’s continued listing standards at any time during the Initial Cure Period or Additional Cure Period, as applicable, by filing the Form 10-Q and any subsequent delayed filings with the SEC.

The Company filed its Annual Report on Form 10-K with the SEC on March 30, 2023, and expects to file its Form 10-Q as soon as practicable.

During the Initial Cure Period and the Additional Cure Period, if applicable, the Company’s securities will continue to trade on the Exchange, subject to the Company’s compliance with other continued listing requirements, with a late filer (“.LF”) indicator.

About FOXO Technologies Inc. (“FOXO”) 
FOXO, a technology platform company, is a leader in epigenetic biomarker discovery and commercialization focused on commercializing longevity science through products and services that serve multiple industries. FOXO's epigenetic technology applies AI to DNA methylation to identify molecular biomarkers of human health and aging. For more information about FOXO, visit www.foxotechnologies.com. For investor information and updates, visit https://foxotechnologies.com/investors/.

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 as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of FOXO, market size and growth opportunities, competitive position, and technological and market trends, are forward-looking statements. Such forward-looking statements include, but not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding FOXO; the future financial condition and performance of FOXO and the products and markets and expected future performance and market opportunities of FOXO. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “strategy,” “may,” “might,” “strategy,” “opportunity,” “plan,” project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to obtain financing; (ii) the Common Stock resuming trading on NYSE American; (iii) the acceleration of the Company’s outstanding indebtedness evidenced by the 15% Senior Promissory Notes as a result of the Company’s existing event of default under such instruments; (iv) 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; (v) ability to implement FOXO’s business plans, forecasts, and other expectations; (vi) the ability to maintain its NYSE American listing; (vii) the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future; (viii) potential inability of FOXO to establish or maintain relationships required to advance its goals or to achieve its commercialization and development plans; (ix) the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others; and (x) the risk of downturns and a changing regulatory landscape in the highly competitive biotechnology industry or in the markets or industries in which FOXO’s prospective customers operate. 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 does 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 notice did FOXO Technologies Inc. receive from NYSE Regulation?

FOXO Technologies Inc. received a notice from NYSE Regulation stating that the Company is not in compliance with the continued listing standards of the NYSE American due to the delayed filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

What is the Initial Cure Period for FOXO Technologies Inc. to file the Form 10-Q with the SEC?

FOXO Technologies Inc. has a six-month initial cure period to file the Form 10-Q with the SEC, with the possibility of an additional six-month cure period if needed.

When did FOXO Technologies Inc. file its Annual Report on Form 10-K with the SEC?

The Company filed its Annual Report on Form 10-K with the SEC on March 30, 2023, and expects to file its Form 10-Q as soon as practicable.

What happens if FOXO Technologies Inc. fails to file the Form 10-Q during the Initial Cure Period?

If the Company fails to file the Form 10-Q during the Initial Cure Period, the Exchange may, in its sole discretion, provide an additional six-month cure period.

Will FOXO Technologies Inc.'s securities continue to trade on the Exchange during the Initial Cure Period and the Additional Cure Period?

During the Initial Cure Period and the Additional Cure Period, if applicable, the Company’s securities will continue to trade on the Exchange, subject to the Company’s compliance with other continued listing requirements, with a late filer (“.LF”) indicator.