Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405] (2024)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year December 31, 2023

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-39783

FOXO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

729 N. Washington Ave., Suite 600
Minneapolis, MN 55401
(Address of principal executive offices)

(612) 562-9447

(Registrant’s telephone number, includingarea code)

Securities registered pursuant to Section 12(b)of the Act:

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whetherthe registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). Yes ☐ No ☒

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicateby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. ☐

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicateby check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐No ☒

The aggregate market valueof the voting and non-voting stock held by non-affiliates of the registrant as of the last business day of the registrants most recentlycompleted second fiscal quarter, based on the price at which the common equity was last sold on the New York Stock Exchange on June 30,2023 was approximately $13,610,030. For purposes of this computation only, all officers, directors and 10% or greater stockholders ofthe registrant are deemed to be “affiliates.”

The number of shares of Registrant’sClass A Common Stock outstanding, par value $0.0001 per share, as of June 3, 2024, was 10,667,258.

FOXO TECHNOLOGIES INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2023

TABLE OF CONTENTS

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSAND OTHER INFORMATION CONTAINED IN THIS REPORT

This Annual Report on Form 10-K, or this AnnualReport, and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), which include, without limitation, statements regarding estimates and forecasts offinancial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractivenessto its customers of our products and services, the potential success of our marketing and expansion strategies, including with respectto stockholder value and other aspects of our business identified in this Annual Report, as well as other reports that we file from timeto time with the Securities and Exchange Commission. Any statements about our business, financial results, financial condition and operationscontained in this Annual Report that are not statements of historical fact may be deemed to be forward- looking statements. These forward-lookingstatements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertaintiesand other factors.

Without limiting the foregoing, the words “believes,”“anticipates,” “expects,” “intends,” “plans,” “projects,” or similar expressionsare intended to identify forward-looking statements. We undertake no obligation to update publicly any forward-looking statements forany reason, except as required by law, even as new information becomes available or other events occur in the future. Our actual resultscould differ materially from those expressed or implied by these forward-looking statements as a result of various factors, includingthe risk factors described in Part I., Item 1A, “Risk Factors,” and elsewhere in this Annual Report such as, but not limitedto:

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Unless expressly indicated or the context requiresotherwise, the terms “FOXO,” the “Company,” “we,” “us” or “our” in this AnnualReport refer to FOXO Technologies Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

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PART I

Item 1. Business

Company Overview

FOXO is focused on commercializing scientificdiscoveries in health and longevity. A pivotal moment in the field of longevity science came with the discovery that epigenetics couldbe used to develop measures of health, including biological aging, according to an article published in the scientific journal, Nature,in 2014. In recent years, we and other scientists have extended these findings to assess tobacco, alcohol, blood cell composition, andother health measures based on discovered epigenetic biomarkers. To that end, FOXO is dedicated to research and development in order toprovide data-driven insights based on the numerous health measures that can be determined through this unique dimension of biology andused to foster optimal health and longevity for both individuals and organizations. We believe there is value in what these biomarkerswill be able to provide to the world. Current testing options can be inaccurate, piecemeal, and often require obtaining a blood sample.Epigenetic biomarkers may pave the path for a fully comprehensive, at-home, low-cost test that could, with other existing testing, offera much easier, more detailed sense of one’s health.

At the same time, we believe there exists a significantbottleneck in scientific research and product development using epigenetic data. Due to the complexity of the data, many scientists areunaware of how to properly process such data or take full advantage of the available tools. With our experience in bringing to marketnew tools (both software and hardware) and know-how (our Bioinformatics Services and analytic consulting), we believe we are well-positionedto help reduce barriers in advancing epigenetic research and the development of epigenetic-based products. Thus, we have chosen strategicallyto extend our expertise in epigenetic data processing and analysis to outside parties in an effort to further accelerate new discoveries.This work not only allows us to generate revenue, but also continue our work in developing improved ways in processing and analyzing thisimportant data.

Historically, we have had two core product offeringsrelated to the commercialization of epigenetic science: the “Underwriting Report,” and the “Longevity Report™.”The Underwriting Report, which has been under development and is currently paused until we increase our cash resources in order to continueadditional research and development, is intended to allow us to leverage a single assay testing process to generate a panel of impairmentscores that could be applied by life insurance underwriters to more efficiently assess clients during the underwriting process and providea more personalized risk assessment. The Longevity Report, sales of which have also been paused as we redevelop and re-strategize aroundthis product, was designed as a customer-facing consumer engagement product that provides actionable insights based on one’s biologicalage and other epigenetic measures of health and wellness.

Historically, we were operationalizing a salesand distribution platform focused on recruiting independent life insurance agents to sell life insurance with longevity-promoting productssuch as our Longevity Report. We previously marketed and sold life insurance products underwritten and issued by third-party carriersthrough distribution relationships. This distribution model (the “MGA Model”) allowed us to appoint sales agents andproducers to sell insurance products for specific carriers and earn commissions on subsequent policy sales. On October 2, 2023, we decidedto pause sales of new life insurance products and move existing producers out of the MGA Model hierarchy to further conserve cash resourcesand focus resources on FOXO Labs (described below).

Exploration of Strategic Alternatives andRestructuring

In conjunction with the recent departure of ourformer Interim Chief Executive Officer and our former Chief Science Officer and the appointment of Mark White as our Interim Chief ExecutiveOfficer and Martin Ward as our Interim Chief Financial Officer, we are undertaking an exploration of strategic alternatives focused on,among other things, consumer-facing artificial intelligence (“AI”) technology-based applications and solutions andmaximizing stockholder value, including, without limitation, a business combination involving us and our existing AI technology and asale of all or part of our assets and/or restructurings. We have not set a timetable for completion of the exploration process, and ourmanagement has only begun to make decisions related to strategic alternatives, which remain subject to their ongoing review, and whichinclude but are not limited to:

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There can be no assurance that the explorationprocess will result in any strategic alternative, or as to its outcome or timing.

Segments

We have managed and classified our business intotwo reportable business segments, FOXO Labs and FOXO Life. While we have decided to pause sales of new life insurance products, we stillintend to continue to classify our business into the two reportable business segments.

FOXO Labs

FOXO Labs performs research and development andis commercializing proprietary epigenetic biomarker technology. Our research demonstrates that epigenetic biomarkers, collected from salivaor blood, provide meaningful measures of health and lifestyle factors. FOXO Labs anticipates recognizing revenue related to sales of itsBioinformatics Services and from the commercialization of research and development activities, which may include the Underwriting Report,Longevity Report, or as a result of other commercialization opportunities including a potential AI platform for the delivery of healthand well-being data-driven insights to individuals, healthcare professionals and third-party service providers as discussed above.

FOXO Labs currently recognizes revenue from providingepigenetic testing services and collecting a royalty from Illumina, Inc. related to the sales of the Infinium Mouse Methylation Array.FOXO Labs conducts research and development, and such costs are recorded within research and development expenses on the consolidatedstatements of operations.

FOXO Labs had operated its Bioinformatics Servicesas an ancillary offering, with revenue recognized as epigenetic biomarker services in our historical financial statements, but now looksto it as a primary offering. Bioinformatics Services provide a data processing, quality checking, and data analysis service using FOXO’scloud-based bioinformatics pipeline, referred to as our epigenetics, longevity, or methylation pipeline in our historical financial statements.FOXO Labs accepts raw data from third party labs and converts that data into usable values for customers.

Milestones

The following bullet points highlight some ofour key milestones since the beginning of 2022:

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Current Business Strategy

In response to changing conditions and feedbackfrom the market, including growing demand for direct-to-consumer wellness testing and epigenetic data analysis tools, we have shiftedour strategic focus away from selling life insurance products through our MGA Model and concentrating efforts on: (1) our BioinformaticsServices offering, a suite of bioinformatic tools to help researchers process, analyze, and interpret epigenetic data (see “BioinformaticsServices” below for more information); and (2) research and development in the fields of health and wellness testing poweredby machine learning and AI (including a potential AI platform for the delivery of health and well-being data-driven insights to individuals,healthcare professionals and third-party service providers). To further these goals, we intend to leverage the extensive epigenetic datawe have generated in our clinical trials and the expertise of our team and continue building strategic alliances with new partners inacademia, business, healthcare and government. We also intend to frequently evaluate and develop commercialization opportunities for ourproduct and service offerings and our research findings.

With recent advances in AI and epigenetic capabilities,we believe there is an unprecedented opportunity to disrupt the health testing industry. We are continuing to leverage the unique datasetsthat we have generated through our research and development, including our clinical trials, which includes health data paired with epigeneticdata and stored blood, urine, and saliva biospecimens in over 1,000 individuals. For example, the main applications of clinical biomarkersinclude early disease detection and prevention, which often require datasets with decades’ long follow-up to determine the abilityof specific measures of health (e.g., a biomarker or functional test) to estimate disease risk at a single point in time. We believe thatour longitudinal datasets allow us to investigate such capabilities. As an example, the large size of the Physicians’ Health Studyenables us to study the use of epigenetic data obtained at a single point in time to estimate risk of disease up to roughly a decade intothe future. Furthermore, some of our studies are designed to examine the ability of epigenetics to capture one’s past history oflifestyle behaviors, such as past tobacco use, dietary patterns, physical activity levels, and alcohol use. In summary, we believe thatour versatile datasets allow us to use epigenetics to examine one’s past behaviors/traits and future disease risk.

Additionally, clinical trials are particularlyuseful to demonstrate cause-and-effect and to examine the time-course of health measures in response to a specific intervention. To thatend, we believe that the epigenetic data we have generated in several clinical trials can be helpful in providing evidence-based adviceto consumers. Current interventions that we are evaluating include multivitamins, vitamin D3, omega-3 fatty acids, cocoa extract, smokingcessation, vitamin E, vitamin C, beta carotene, and psilocybin. We intend to continue this line of research, and we believe that addingmore trials with different interventions will improve our ability to guide consumers. Importantly, these trials can be designed to evaluatemultiple measures of health, such as wearables and blood testing from finger prick, thereby allowing us to repeatedly use the same trialdata to evaluate recommendations based on a variety of health measurement tools.

We believe that our proprietary data allows usto quickly assess new measures and biomarkers that can be measured in these biospecimens and relate those biomarkers to epigenetic dataand other health metrics, which may give us an advantage in identifying potential new applications of our data and findings, such as environmentalchemical exposures to wildfires, BPA, ozone, and phthalates.

As part of our exploration of strategic alternatives(including potential mergers and acquisitions), we have reduced our headcount and expenses and identified non-core business assets includingdormant software (certain applications, modules, APIs, user interfaces and backend services) which, if sold, could result in a reductionin our outstanding liabilities.

The United States Patent and Trademark Office(the “USPTO”) has issued Notices of Allowance to us for two patents for the use of machine learning techniques to enablethe commercialization of epigenetic biomarkers. We believe that these patents will enhance management’s ability to protect a futurehealth and well-being AI platform, as discussed above, to the extent that we develop one. See “– Intellectual Property– Proprietary Intellectual Property” below for more information.

Current Focus on Bioinformatics Services

To broaden the accessibility of epigenetics toresearchers and enterprises around the world, we have contributed to the development of novel technologies – both hardware and software– including the Infinium Mouse Methylation BeadChip (licensed to Illumina) and our methylsuite software. In June 2023, we formallylaunched “Bioinformatics Services,” which provides a comprehensive platform of advanced data solutions using AI and machinelearning (i.e., in silico processing, quality checking, and/or analysis of raw epigenetic microarray data generated by customers) thatcan be tailored to meet the specific needs of customers in various industries, including academia, healthcare, government, and pharmaceuticalresearch.

Our core offering provides customers with severalprocessed data files and a quality report that describes potentially problematic samples and probes along with recommendations on howto address those issues in downstream analysis. Ancillary offerings may include management of sample and data generation as well as downstreamanalysis, including prediction or classification tasks involving machine learning techniques. These services leverage the unique expertiseand partnerships that our team has developed with various commercial labs, manufacturers, researchers, and software developers. It isour hope that these Bioinformatics Services will provide a full service (or piecemeal, as desired) to enable the use of epigenetics forany purpose.

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The expansion of our Bioinformatics Services furtherreduces the barrier of entry for clients seeking to conduct epigenetic analysis by leveraging our distinct expertise in epigenetics, machinelearning, and bioinformatics. Data analysis is often the most time-consuming and challenging part of a research project, so our expertisecan fill that gap in the pipeline of epigenetic product development. Because of our unique experience developing the hardware, software,and the biotechnology itself, we believe we are well suited to aid our customers with their research projects.

Bioinformatics Services remains one of our coreservices as we continue our exploration of strategic alternatives, including mergers and acquisitions.

Competitive Strengths

Data: Our datasets are designed to be highlyversatile in order to provide flexibility as our products may change as we learn from customers in different markets. Our datasets alsocontribute to our research and development pipeline, whether it be rapid evaluation and prototyping, benchmarking against standard-of-caretesting, longitudinal evaluation (short- and long-term), or examining responsiveness to potential interventions. In addition to the datawe have generated through our research and development, we also have frozen biological samples (saliva, whole blood, serum, and urine),which we use to measure new biomarkers to benchmark against, build new products and improve the clinical determinations of our researchparticipants. We believe that our unique datasets combined with our stored biological samples place us in a unique position to build,evaluate, and refine potential products rapidly.

Expertise: Our unique expertise sits atthe intersection of multiple specialized fields of science ranging from genomic sciences, health sciences, biology, biotechnology, bioinformatics,and AI. We believe that this has afforded us the knowledge to assemble and coordinate the right partners for our unique initiatives (e.g.,bioinformatic software or development of new microarrays), each requiring different sets of expertise that are commonly siloed.

Intellectual Property

Our approach to intellectual property is guidedby the following strategic guidelines: create proprietary intellectual property that adds value, credibility, and competitive advantage;file patents, if possible; and protect our intellectual property as trade-secrets where meaningful patent protection cannot be achieved.

Proprietary Intellectual Property

We currently maintain significant trade-secretintellectual property regarding epigenetic biomarker technology. The following patent applications were filed in the United States onlywith a non-publication request to prolong confidentiality and allow for an option to abandon one or more in favor of trade secret protection:

Licensed Intellectual Property

We have licensed “epigenetic clock”patent applications from UCLA for use in the life insurance industry, which we are no longer pursuing. These licenses require us to achievecertain milestones and pay royalties for the commercial use of the technologies. Our licensed technology includes:

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Government Regulation

The laboratory testing businesses is highly regulatedat both the federal and state levels. We continually research and monitor the regulatory environment and regulatory changes that may applyto our business and have applied, or intend to apply, for any appropriate licenses in the required states, if such licenses are necessary,both federally and at the state level. We plan to provide our products and services under a distributed testing mode with separated “dry”and “wet” labs, with FOXO Labs analyzing epigenetic biomarkers based on data from outsourced testing performed by its partner“wet” lab. Risks related to regulation are detailed in the “Risk Factors” section.

Conducting human testing is subject to state andfederal regulation. Clinical Laboratory Improvement Amendments, or CLIA, is the federal law (administered by the Centers for Medicare& Medicaid Services, or “CMS”) that, in partnership with the states, regulates clinical laboratories that performtesting on human specimens. The Federal Food, Drug, and Cosmetic Act (the “FDC Act”) gives the United States Food andDrug Administration (the “FDA”), the authority to regulate manufacturers of medical devices. We do not believe thatour “dry lab” data analysis services require certification under CLIA, or that FDA has jurisdiction over our use of data analysisfor general health and wellness and non-diagnostic or medical treatment purposes (see section titled “Risk Factors — RisksRelated to Our Epigenetic Testing Services”).

Any adverse change in present laws or regulations,or their interpretation, federally or in one or more states in which we operate or plan to operate (or an aggregation of states in whichwe conduct a significant amount of business) could result in our curtailment or termination of operations in such jurisdictions, or causeus to not start or modify our operations in a way that adversely affects our ultimate profitability. Further, the failure of our wet-laboratorypartners to hold a CLIA certification appropriate to the type of testing they provide could result in adverse regulatory action (see sectiontitled “Risk Factors — Risks Related to Our Epigenetic Testing Services”). Any such action could have a correspondingmaterial adverse impact on our results of operations and financial condition, primarily through a material decrease in revenues, and couldhave a material adverse impact on our business.

Suppliers and Lab Processing

Our supplies and lab processing primarily includesvendors that provide our saliva kits, arrays, and process samples at laboratories. We utilize third parties for these supplies and services.While we consider many of these third-parties single suppliers, we have qualified second sources for our saliva kits and lab processing.Our arrays are specialized, and we would not be able to quickly change suppliers should the need arise.

Supply interruptions, tariffs on components usedon our saliva kits, arrays and others, or price increases may slow production, delay shipments to our customers or increase productioncosts in the future, any of which could adversely affect our financial results. Although we have not experienced any significant delaysor interruptions, we expect that delays, interruptions or non-optimal scheduling of production related to interruptions in componentswe use to provide our services would result in an increase to our costs. We can give no assurance that global supply-chain constraints,geopolitical conflicts or limited ability for third parties to be able to provide the materials and components we need will not adverselyaffect our ability to procure materials and components necessary to develop our products.

As of December 31, 2023, we had written off ourthen existing supplies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations”for more information regarding the write off of supplies during 2023.

Properties

We do not own any real property but lease an officespace on a month-to-month basis. Our principal executive offices are located at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401.

Employees

As of June 3, 2024, we have two executive officersand three non-executive employees supporting our business. We have sought to bring together a diverse and multidisciplinary group of professionalswho share in our passion for applying cutting-edge science and technology to develop products that promote health. See “Management’sDiscussion and Analysis of Financial Condition and Results of Operations – Recent Developments – Layoffs”for more information regarding the layoffs.

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Reverse Stock Split

On October 31, 2023, we amended our Second Amendedand Restated Certificate of Incorporation, as amended, toimplement a 1-for-10 reverse stock split, such that every10sharesof our Class A Common Stock will be combined into one issued and outstanding share of our Class A Common Stock, with no change in the$0.0001par value per share (the “Reverse Stock Split”).

We effected the Reverse Stock Split on November6, 2023 at 4:01pm Eastern Time of our issued and outstanding shares of Class A Common Stock, which was previously approved by stockholdersat our annual meeting of stockholders held on May 26, 2023 to regain compliance with Section 1003(f)(v) of the NYSE Company Guide (the“Company Guide”).

Trading reopened on November 7, 2023, which iswhen our Class A Common Stock began trading on a post reverse stock split basis. All share information included in this Annual Reporthas been reflected as if the Reverse Stock Split occurred as of the earliest period presented.

Item 1A. Risk Factors

The following risks could materially and adverselyaffect our business, financial condition, cash flows, and results of operations, and the trading price of our Class A Common Stock coulddecline. These risk factors do not identify all risks that we face. Our operations could also be affected by factors that are not presentlyknown to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our pastfinancial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate resultsor trends in future periods. Refer also to the other information set forth in this Annual Report, including in Part II, Item 7, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” as well as our consolidated financial statements andthe related notes in Part II, Item 15.

Risk Factor Summary

Our business is subject to numerous risks anduncertainties that represent challenges, including those highlighted in the section entitled “Risk Factors,” that representchallenges that we face in connection with the successful implementation of our strategy and growth of our business. Below we summarizewhat we believe are the principal risk factors, but these risks are not the only ones we face, and you should carefully review and considerthe full discussion of our risk factors in the section titled “Risk Factors,” together with the other information inthis Annual Report. The occurrence of one or more of the events or circ*mstances described in the section entitled “Risk Factors,”alone or in combination with other events or circ*mstances, and may have an adverse effect on our business, cash flows, financial conditionand results of operations. Such risks include, but are not limited to:

Risks Related to Our Business and Industry

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Risks Related to Our Epigenetic TestingServices

Risks Related to Our Intellectual Property

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Risks Related to Owning Our Securities

Risks Related to OurBusiness and Industry

We are exploring and evaluating strategicalternatives, including mergers and acquisitions, and there can be no assurance that we will be successful in identifying, or completingany strategic alternative or that any such strategic alternative will yield additional value for stockholders or provide us with sufficientcash to fund our operating expenses.

We have commenced a review of strategic alternativesfocused on, among other things, consumer-facing AI technology-based applications and solutions and maximizing stockholder value, including,without limitation, a business combination involving us and our existing AI technology, a sale of all or part of our assets and/or restructurings(e.g., further reductions in headcount and expenses and/or suspending certain operations), which could result in, among other things,a sale, a merger, consolidation or business combination, asset divestiture, partnering or other collaboration agreements, or potentialacquisitions or recapitalizations, in one or more transactions, or continuing to operate with our current business plan and strategy.There can be no assurance that the exploration of strategic alternatives will result in the identification or consummation of any transaction.In addition, we may incur substantial expenses associated with identifying and evaluating potential strategic alternatives. The processof exploring strategic alternatives may be time consuming and disruptive to our business operations and if we are unable to effectivelymanage the process, our business, financial condition and results of operations could be adversely affected. We also cannot assure youthat any potential transaction or other strategic alternative, if identified, evaluated and consummated, will provide greater value toour stockholders than that reflected in the current stock price. Any potential transaction would be dependent upon a number of factorsthat may be beyond our control, including, among other factors, market conditions, industry trends, the interest of third parties in ourbusiness and the availability of financing to potential buyers on reasonable terms.

We have not set a timetable for completion ofthe exploration process, and our management has only begun to make decisions related to strategic alternatives, which remain subject totheir ongoing review. Among other things, we are in the process of evaluating whether KR8 AI, a company in the development stage thatuses AI and machine learning to develop products and tools for content creators, of which Messrs. White and Ward are substantial shareholdersand executive officers, is a suitable acquisition candidate. There can be no assurance that the exploration process will result in anystrategic alternative, or as to its outcome or timing. If we fail to consummate an acquisition transaction with KR8 AI, we may lose theservices of Messrs. White and Ward, which could adversely impact our business, results of operations, and financial condition.

We may acquire other businesses or formjoint ventures or make investments in other companies or technologies in the future. If we are not successful in integrating these businesses,as well as identifying and controlling risks associated with the past operations of these businesses, we may incur significant costs,receive penalties or other sanctions from various regulatory agencies, and/or incur significant diversions of management time and attention.

We may consider or undertake strategic acquisitionsof, or material investments in, businesses, products or technologies. If we make any acquisitions, we may not be able to integrate theseacquisitions successfully into our existing business, and we could assume unknown or contingent liabilities. Any future acquisitions alsocould result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could have an adverse effecton our financial condition, results of operations and cash flows. Integration of an acquired company may also disrupt ongoing operationsand require management resources that would otherwise focus on developing our existing business.

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We may not identify or complete these transactionsin a timely manner, on a cost-effective basis, or at all, and we may not realize the anticipated benefits of any acquisition, license,strategic alliance or joint venture. To finance such a transaction, we may choose to issue our Class A Common Stock as consideration,which would dilute the ownership of our stockholders. If the price of our Class A Common Stock is low or volatile, we may not be ableto acquire other companies or fund a joint venture project using our shares as consideration. Alternatively, it may be necessary for usto raise additional funds for acquisitions through public or private financings. Additional funds may not be available on terms that arefavorable to us, or at all.

We do not know whether we will be able to successfullyintegrate any acquired business, product or technology. The success of any given acquisition may depend on our ability to retain any keyemployees related thereto, and we may not be successful at retaining or integrating such key personnel. Integrating any business, productor technology we acquire could be expensive and time-consuming, disrupt our ongoing business, impact our liquidity, and/or distract ourmanagement. Integration may be particularly challenging if we enter into a line of business in which we have limited experience or thebusiness operates in a difficult legal, regulatory or competitive environment. We may find that we do not have adequate operations orexpertise to manage the new business.

If we are unable to integrate any acquired businesses,products or technologies effectively, our business may suffer. Whether as a result of unsuccessful integration, unanticipated costs, includingthose associated with assumed liabilities and indemnification obligations, negative accounting impact, or other factors, we may not realizethe economic benefits we anticipate from acquisitions. In addition, any amortization or charges resulting from the costs of acquisitionscould increase our expenses.

We have a history of losses and we may notachieve or maintain profitability in the future.

We are a development stage company and have notbeen profitable since our inception in 2019, accumulating deficits of $177,060,000 and $147,231,000 as of December 31, 2023 and December31, 2022, respectively. We incurred net losses to common stockholders of $29,829,000 and $95,255,000 for the 12 months ended December31, 2023 and 2022, respectively. We expect we will require significant capital in connection with our efforts, and we will be requiredto continue to make significant investments to further develop and expand our business. In particular, we expect to expend financial andother resources on sales and marketing as part of our strategy to develop and increase product and service sales, as well as on researchand development activities regarding our epigenetic technology. In addition, to the extent our business ramps up as we expect, we willneed to increase our headcount in the coming years. As a public company, we incur significant legal, accounting and other expenses thatwe did not incur as a private company. We expect that our net loss will increase in the near term as we continue to make such investmentsto grow our business. Despite these investments, we may not succeed in increasing our revenue on the timeline that we expect or in anamount sufficient to lower our net loss and ultimately become profitable. Moreover, if our revenue does not increase, we may not be ableto reduce costs in a timely manner because many of our costs are fixed, at least in the short term. In addition, if we reduce variablecosts to respond to losses, this may limit our ability to enter into agreements with new customers and grow our revenues. Accordingly,we may not achieve or maintain profitability and we may continue to incur significant losses in the future.

We do not have adequate cash resources tofund our operations beyond the third quarter of 2024 and will require additional capital to commercialize our product and service offeringsand grow our business, which may not be available on terms acceptable to us or at all. If we are unable to secure additional funds orenter into a strategic transaction in the short-term, we may be forced to delay, reduce or eliminate our commercialization efforts orcease all operations.

Our present capital is insufficient to meet operatingrequirements or to cover losses, and therefore we need to raise additional funds through financings to carry out our business plans. Manyfactors will affect our capital needs as well as their amount and timing, including our growth and profitability as well as market disruptionsand other developments. We have taken various actions to bolster our cash position, including raising funds through the private placementtransactions, issuing shares of our Class A Common Stock to service providers and in lieu of salary to our non-executive employees, andreducing our employee headcount. Based on our current operating plan, our cash position as of December 31, 2023, and after taking intoaccount the actions described above, we expect to be able to fund our operations through the end of the third quarter of 2024. We willneed additional financing or other increase in our cash and cash equivalents balance to enable us to fund our operations beyond the endof the third quarter of 2024.

Historically, we have funded our operations, marketingexpenditures and capital expenditures primarily through equity issuances and debt instruments. We evaluate financing opportunities fromtime-to-time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans and operatingperformance, and the condition of the capital markets at the time we seek financing. We cannot be certain that additional financing willbe available to us on favorable terms, or at all.

If we raise additional funds through the issuanceof equity, equity-linked or debt securities, our existing stockholders may experience dilution. Any debt financing secured by us in thefuture could require that a substantial portion of our operating cash flow be devoted to the payment of interest and principal on suchindebtedness, which may decrease available funds for other business activities, and could involve restrictive covenants relating to ourcapital-raisingactivities and other financial and operational matters, which may make it more difficult for us to obtain additionalcapital and to pursue business opportunities.

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Our ability to raise additional funds in the short-termwill depend on financial, economic and market conditions and the willingness of potential investors or lenders to provide funding, allof which are outside of our control, and we may be unable to raise financing in the short-term, or on terms favorable to us, or at all.Furthermore, high volatility in the capital markets has had, and could continue to have, a negative impact on the price of our Class ACommon Stock and could adversely impact our ability to raise additional funds.

If we are unable to raise sufficient capital orenter into a strategic transaction (such as an acquisition of KR8 AI or another target) in the short-term, we may be forced to delay,reduce or eliminate our commercialization efforts or cease all operations, and our stockholders could lose all or part of their investmentin our Company. We would be required to evaluate further alternatives, which could include dissolving and liquidating our assets or seekingprotection under the bankruptcy laws. A determination to take any of these actions could occur at a time that is earlier than when wewould otherwise exhaust our cash resources. We have no current plans to file for bankruptcy or to liquidate assets.

Our independent registered public accountingfirm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financialstatements, which could limit our ability to raise additional capital and thereby materially adversely impact our business.

Our audited financial statements for theyearsended December 31, 2023 and 2022 were prepared assuming that we will continue as a going concern. Primarily as a result of our losses,working capital deficit, debt obligations and significant operating costs expected to be incurred in the next twelve months, the reportof our independent registered public accounting firm included elsewhere in this Annual Report contain an explanatory paragraph on ourfinancial statements stating there is substantial doubt about our ability to continue as a going concern. Such an opinion could materiallylimit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise. There is no assurancethat sufficient financing will be available when needed to allow us to continue as a going concern. The perception that we may not beable to continue as a going concern may also make it more difficult to operate our business due to concerns about our ability to meetour contractual obligations.

If we are unable to secure additional capitalor enter into a strategic transaction in the short-term, we may be required to further curtail our business initiatives and take additionalmeasures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. These measurescould cause a significant reduction in the scope of our planned development, which could harm our business, financial condition and operatingresults. It is not possible for us to predict at this time the potential success of our business. The revenue and income potential ofour business and operations are currently unknown. The accompanying financial statements do not include any adjustments that may be necessaryshould we be unable to continue as a going concern.

We may have a limitedability to use some or all of our federal and state tax operating loss carryforwards in the future.

As of December 31, 2023, we had accumulated federallosses for tax purposes of $83,400,000. Of this federal net loss carryforward, $1,600,000 will begin to expire in 2036 and $81,800,000may be carried forward indefinitely. As of December 31, 2023, the Company had net accumulated state losses for tax purposes of $74,500,000,some of which will begin to expire in 2033. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”),and similar state regulations, contain provisions that may limit the loss carryforwards available to be used to offset income in any givenyear upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event ofa cumulative change in ownership in excess of 50% over a three-year period, the amount of the loss carryforwards that the Company mayutilize in any one year may be limited. An analysis of the potential limitation has not been completed. Any such limitation, whether asa result of a prior transaction or a transaction in the future, could have a material adverse effect on our future results of operations.

We have not been able to access the operatingcapital available under the existing agreements, which could prevent us from accessing the capital we need to continue our operations,which could have an adverse effect on our business.

We have generated significant losses to date andexpect to continue to incur significant operating losses. To date, our revenue from operations have been insufficient to support our operationalactivities and has been supplemented by the proceeds from the issuance of securities. There is no guarantee that additional equity, debtor other funding will be available to us on acceptable terms, or at all.

Our ability to direct ClearThink Capital Partners,LLC (“ClearThink”), to purchase up to $5,000,000 of shares of our Class A Common Stock over a 24-month period is notavailable until we register the stock, which registration will be complete on the date that the registration statement is declared effective.Although stock under the original Strata Purchase Agreement (as defined below) was registered, we have entered into a second Strata PurchaseAgreement and stock under that agreement has yet to be registered. We will need additional capital to fully implement our business, operatingand development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensivewhen we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects.

Our inability to access any other financing sources, could have a materialadverse effect on our business.

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We are in default of the Settlement Agreementwith Smithline, a continued default of which would have an adverse effect on our business.

Smithline Family Trust II vs. FOXO TechnologiesInc. and Jon Sabes

On November 18, 2022, Smithline Family Trust II(“Smithline”) filed a complaint against the Company and Jon Sabes, the Company’s former Chief Executive Officerand a former member of the Company’s board of directors, in the Supreme Court of the State of New York, County of New York, Index0654430/2022. The complaint asserts claims for breach of contract, unjust enrichment and fraud, alleging that (i) the Company breachedits obligations to Smithline pursuant to that certain Securities Purchase Agreement, dated January 25, 2021, between FOXO TechnologiesOperating Company (“Legacy FOXO”) and Smithline, an accompanying 12.5% Original Issue Discount Convertible Debenture,due February 23, 2022, and warrant to purchase shares of FOXO common stock (also referred to as the “Smithline Assumed Warrant”)until February 23, 2024 (collectively, including any amendment or other document entered into in connection therewith, the “FinancingDocuments”), (ii) the Company and Mr. Sabes were unjustly enriched as a result of their alleged actions and omissions in connectionwith the Financing Documents, and (iii) the Company and Mr. Sabes made materially false statements or omitted material information inconnection with the Financing Documents. The complaint claimed damages in excess of a minimum of $6,206,768 on each of the three causesof action, plus attorneys’ fees and costs.

On November 7, 2023,Smithline and the Company and its subsidiaries entered into a settlement agreement (the “Settlement Agreement”), pursuantto which the parties agreed to resolve and settle all disputes and potential claims which exist or may exist among them, including withoutlimitation those claims asserted in the action, as more specifically set forth in, and subject to the terms and conditions of, the SettlementAgreement. Upon the execution of the Settlement Agreement, the parties agreed to jointly dismiss the action without prejudice.

Pursuant to the SettlementAgreement, we agreed to pay Smithline $2,300,000 in cash (the “Cash Settlement Payment”), payable in full no laterthan the date (the “Settlement Deadline”) that is the 12-month anniversary of the effective date of the SettlementAgreement (such period, the “Settlement Period”). During the Settlement Period, we agreed to pay Smithline out of anyequity or equity-linked financing (excluding any convertible debt financing until such convertible debt is converted into equity) followingthe date of the Settlement Agreement (an “Equity Financing”) a minimum of 25% of the gross proceeds of each EquityFinancing within two business days of our receipt of the proceeds from such Equity Financing, and which payment to Smithline would beapplied toward the Cash Settlement Payment. Notwithstanding the foregoing, in the event that we receive proceeds from the Strata PurchaseAgreement (as defined below) prior to the effective date of the Settlement Agreement, Smithline will be entitled to a minimum of 25% ofthe gross proceeds thereof, payment of which to Smithline would be applied toward the Cash Settlement Payment.

In addition, we agreedto use commercially reasonable efforts to pay $300,000 in cash to Smithline by December 31, 2023 toward the Cash Settlement Payment. Inthe event that we do not pay, in full, the Cash Settlement Payment prior to the Settlement Deadline, Smithline will be entitled to retainall proceeds received pursuant to the Settlement Agreement, the Mutual Release (as defined below) will be returned to their respectiveparties, and Smithline may pursue any claims against, among others, the Company.

In addition, the partiesagreed that prior to Smithline receiving $300,000 in cash from us toward the Cash Settlement Payment, we may not file any resale registrationstatements and any amendments or supplements thereto without Smithline’s written consent, except for those that cover the resaleof shares of the Company’s Class A Common Stock currently issued or issuable to Mitchell Silberberg & Knupp LLP (“MSK”),Joseph Gunnar & Co., LLC (“Gunnar”) or under the Strata Purchase Agreement dated October 13, 2023 by and betweenthe Company and ClearThink, as supplemented by that certain Supplement to Strata Purchase Agreement, dated as of October 13, 2023, byand between the Company and ClearThink (the “Strata Purchase Agreement”).

In addition, the partiesagreed that after Smithline has received $300,000 in cash from us, in the event we register for resale shares of our Class A Common Stockwhich are not issued or issuable as of the effective date of the Settlement Agreement, for a selling stockholder other than under theStrata Purchase Agreement, during of the then outstanding shares of Common Stock after giving effect to such issuance (such shares, the“Settlement Shares”) at the closing price of the Company’s Class A Common Stock immediately prior to their issuance,subject to the authorization of NYSE American if our Class A Common Stock is then traded on such exchange, which Settlement Shares willbe included for resale in such registration statement, provided, however, that the amount of Settlement Shares, if any, when aggregatedwith other Settlement Shares, if any, will be reduced to ensure that such aggregate amount will not exceed 19.9% of the outstanding sharesof Common Stock as of the date of issuance (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations,and other similar transactions that occur after the date of the Settlement Agreement). Any net proceeds (after taking into account allbrokerage, transfer agent, legal and other expenses incurred in connection with the sale of the Settlement Shares, if any) received bySmithline on the sale of the Settlement Shares, if any, will be credited against the Cash Settlement Payment.

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On May 28, 2024, we enteredinto an Exchange Agreement with Smithline pursuant to which Smithline exchanged the Smithline Assumed Warrant for the right to receiveup to 8,370,000 shares of Class A Common Stock (the “Rights Shares”), subject to a 4.99% beneficial ownership limitationand issued without any restrictive legends. The total number of Rights Shares that may be issued under the agreement, will be limitedto 19.99% of our outstanding shares of Class A Common Stock, unless stockholder approval is obtained to issue more than 19.99% Upon theexecution of the agreement and receipt of all of the Rights Shares, the Smithline Assumed Warrant, and all associated rights thereunderwill be terminated.

We are currently in default of the SettlementAgreement due to the failure to pay $300,000 by December 31, 2023 and are currently in negotiations with Smithline on a resolution asentering into the Exchange Agreement did not result in a waiver of default of the Settlement Agreement. The failure to come to an agreeableresolution with Smithline would have a material adverse effect on the Company. For more information, see “Item 3. Legal Proceedings- Smithline Family Trust II vs. FOXO Technologies Inc. and Jon Sabes.”

We may not have sufficient funds to satisfyindemnification claims of our current and former directors and executive officers.

We have agreed to indemnify our executive officersand directors to the fullest extent permitted by law. In addition, our organizational documents provide that we will indemnify our directorsand officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of theDGCL, our Bylaws and indemnifications agreements entered into with our directors and officers provide that:

Any amounts paid as a result of claims for indemnificationby our current and former directors and officers will reduce the amount of money available to us and may materially adversely impact ourbusiness, results of operations and financial condition.

We have intangible assets, and we have been,and may in the future be required to write down the value of our intangible assets due to impairment, which could have a material adverseeffect on our business, financial condition and results of operations.

As of December 31, 2023, our intangible assetsconsisted of a Methylation pipeline with a net book value of $378,000. We test the carrying value of intangible assets for impairmentat least annually and whenever events or circ*mstances indicate the carrying value may not be recoverable. Events and conditions thatcould result in impairment in the value of our intangible assets include, but are not limited to, decisions to exit certain lines of business,significant negative industry or economic trends, significant decline in our stock price for a sustained period of time, significant declinein market capitalization relative to net book value, limited funding that could delay development efforts, and significant changes inthe manner of use of the assets or the strategy for our overall business. The estimates and assumptions about future results of operationsand cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows. Anyresulting impairment charge, although non-cash, could have a material adverse effect on our business, financial condition and resultsof operations.

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Our historical financial results include assetimpairment charges. For example, during the 12 months ended December 31, 2023, we determined that the cash flows would no longer supportthe digital insurance platform, underwriting API, and longevity API and recognized impairment losses of $2,633,000. Future asset impairmentcharges could arise as a result of changes in our business strategy or changes in the intention to use certain assets. Any resulting impairmentcharge, although non-cash, could have a material adverse effect on our business, financial condition and results of operations.

Recent and future management changes andany inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business planand materially adversely impact our business, results of operations and financial condition.

We have experienced a number of recent changesto our senior management team, including the resignations of Robert Potashnick, our former Chief Financial Officer, Tyler Danielson, ourformer Interim Chief Executive Officer and Chief Technology Officer, and Brian Chen, our former Chief Science Officer, which may createsignificant continuity risks and challenges to our ability to operate our business, assess and manage risks and comply with applicablelaws. The Board appointed Mark White to the Board to serve as a director and Interim Chief Executive Officer of the Company and MartinWard to serve as Interim Chief Financial Officer of the Company, each effective as of September 19, 2023. Effective as of January 23,2024, the Board appointed Francis Colt deWolf to serve as an independent director and audit, compensation, and nominating and corporategovernance committee member. In addition to their roles with the Company, Mr. White is the President of KR8 AI, a company in the developmentstage that uses AI and machine learning to develop products and tools for content creators, and Mr. Ward is KR8 AI’s Chief FinancialOfficer.

We believe that our future success is highly dependenton the efforts of Messrs. White and Ward. At present, we do not maintain key-manlife insurance policies for either of them or forany other key personnel. As discussed above, we are in the process of evaluating whether KR8 AI is a suitable acquisition candidate aspart of our exploration of strategic alternatives, including mergers and acquisitions. If we fail to consummate an acquisition transactionwith KR8 AI, we may lose the services of Messrs. White and Ward. Changes in our senior management and uncertainty regarding any futurechanges may disrupt our operations, impact partner relationships, and impair our ability to recruit and retain other needed personnel.Any such disruption or impairment could have an adverse effect on our business.

If Messrs. White and Ward and other key personnelwere to depart, it would be important that we attract and retain qualified managers promptly and develop and implement an effective successionplan. We would expect to face significant competition in attracting experienced executives and other key personnel, and there can be noassurance that we will be able to do so. Depending on the circ*mstances of any future management departures, it is also possible thatwe will be required to pay significant severance, adversely impacting our financial condition. Our urgent need to raise capital and engagewith potential partners in strategic transactions magnify these risks. If we are unable to adequately address these concerns in the nearterm and earn the confidence of potential investors and/or business partners, our prospects and financial condition would be adverselyimpacted.

Our future success depends in large parton the continued participation in the business of Mark White, our Interim Chief Executive Officer, which cannot be ensured or guaranteed.

Mark White is our Interim Chief Executive Officer.Mr. White will be instrumental in shaping our vision, strategic direction and execution priorities. There can be no assurance that Mr.White will continue to work for us. Mr. White’s departure from service with the Company could materially adversely impact our business.

Our business significantly depends uponthe strength of our brands, and if we are not able to develop, maintain and enhance our brands, our ability to develop and expand ourcustomer base may be adversely impacted and our business and operating results may be harmed.

We believe that the brand identity we are developing(encompassing multiple brands) will significantly contribute to the success of our business. Developing, maintaining, and enhancing ourbrands may require us to make substantial investments and these investments may not be successful. If we fail to develop, maintain orenhance our brands, or if we incur excessive expenses in this effort, our business, operating results and financial condition may be materiallyadversely impacted. Many of our competitors have brands that are well recognized. As a relatively new entrant into the markets in whichwe operate, we will likely spend considerable money and other resources to create brand awareness and build our reputation. We anticipatethat, as our market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive.

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We may not be able to build brand awareness, andour efforts at building, maintaining and enhancing our reputation could fail. Complaints or negative publicity about our business practices,our marketing and advertising campaigns, our compliance with applicable laws and regulations, the integrity of the data that we provideto consumers or business partners, data privacy and security issues, and other aspects of our business, whether valid or not, could diminishconfidence in our brands, which could adversely impact our reputation and business. Our management team could be subject to negative publicitythat could interfere with our ability to successfully establish its brand or impact our ability to compete for business or attract andretain customers.

As we commercialize and expand our product offeringsand enter new markets, we need to establish our reputation with customers, and to the extent that we are not successful in creating positiveimpressions, our business could be adversely impacted. There can be no assurance that we will be able to develop, maintain or enhanceour reputation, and failure to do so could materially adversely impact our business, results of operations and financial condition. Ifwe are unable to develop, maintain or enhance consumer awareness of our brands in a cost-effectivemanner, our business, resultsof operations and financial condition could be materially adversely impacted.

Former or current members of our managementteam or the Board may, from time to time, be associated with negative media coverage or become involved in legal or regulatory proceedingsor investigations unrelated to our business.

Former or current members of our management teamor the Board have been involved in a wide variety of businesses, including transactions, such as sales and purchases of businesses, andongoing operations. As a result of such involvement, former or current members of our management team or the Board may from time to timebe associated with negative media coverage or become involved in legal or regulatory proceedings or investigations unrelated to our business.Any negative media coverage, regulatory proceedings or investigations related to our management team or the Board may be detrimental tothe reputation of our management team or the Board or result in other negative consequences or damages, which could cause a material adverseimpact on our business and the stock price of our Company.

Development of new products and serviceswill require substantial resources, and we cannot guarantee that we will have the resources or ability to continue such development.

Developing new products and services requiressubstantial technical, financial and human resources, whether or not any products or services are ultimately commercialized. We may pursuewhat we believe is a promising opportunity only to discover that certain of its risk or resource allocation decisions were incorrect orinsufficient, or that individual products, services or its science in general has technology limitations or risks that were previouslyunknown or underappreciated. In the event material decisions in any of these areas turn out to be incorrectorsub-optimal,we may experience a material adverse impact on our business and ability to fund our operations.

Our success depends, in large part, on ourability to commercialize our technology enabled products and services with a high level of service at a competitive price, achieve sufficientsales volume to realize economies of scale, and create innovative new products and services to offer to our customers. Our failure toachieve any of these outcomes would adversely impact our business.

Our success depends, in large part, on our abilityto extend our technology enabled products and services to market with a high level of service at a competitive price, achieve sufficientsales volume to realize economies of scale, and create innovative new products and services to offer to our customers. The growth andexpansion of our business and service offerings, once such offerings are commercialized, is expected to place a continuous significantstrain on our management, operational and financial resources. To effectively manage our growth following development and commercializationof our products and services, we must continue to implement and improve our operational, financial and management information systemsand to expand, train and manage our employee base. In the event of further growth of our operations or in the number of our third-partyrelationships, our supply, systems, procedures or internal controls may not be adequate to support our operations and our management maynot be able to manage any such growth effectively.

Even if we are able to successfully scale ourinfrastructure and operations, we cannot ensure that demand for our products and services will increase at levels consistent with thegrowth of our infrastructure. If we fail to generate demand commensurate with this growth or if we fail to scale our infrastructure sufficientlyin advance to meet such demand, our business, financial condition and results of operations could be materially adversely impacted.

We have limited experience commercializingour products or technology, which makes it difficult to evaluate our prospects and predict our products’ future performance.

Our operations historically have been focusedon developing and commercializing our technologies and products. The performance of our market tests may not be indicative of the performanceour customers experience following commercial launch, and we may need to make modifications to improve our products. There can be no assurancethat we will be able to timely achieve market acceptance for our technologies and products in the future. We have limited experience developingour products and technology for commercial use, conducting sales and marketing activities at scale and managing customer support at thecommercial level. Consequently, predictions about our future success or viability are highly uncertain and hard to predict as a resultof our limited operating history, the development stage of our products and our limited history commercializing our technologies or products.Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companiesin their early stages of operations.

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We expect our revenue and results of operationsto fluctuate on a quarterly and annual basis.

Our revenue and results of operations could varysignificantly from period-to-periodand may fail to match expectations as a result of a variety of factors, some of which are outsideof our control. Among other factors, our revenue and results may vary as a result of fluctuations in the number of customers purchasingour products/services, research and development expenditures, and/or the timing and amount of our expenses. Fluctuations and variabilityacross the industry may affect our revenue and results of operations. As a result of the potential variations in our revenue and resultsof operations, period-to-periodcomparisons may not be meaningful and the results of any one period should not be relied on as anindication of future performance. In addition, our results of operations may not meet the expectations of investors or public market analystswho follow our Company, which may adversely impact our stock price.

Covenants in our indebtedness could limitour flexibility and adversely affect our financial condition.

Our outstanding indebtedness contains severalrestrictive covenants, including that we cannot, without the prior written consent of 50.01% of the holders of our 15% Senior PromissoryNotes (the “Senior PIK Notes”), create or incur any other indebtedness, with the exception of certain exempt issuances,including but not limited to issuances of our Class A Common Stock or “Common Stock Equivalents” in connection with a “PrivatePlacement” or “Public Financing.” If any of our covenants are breached and not cured within applicable cure periods,the breach could result in acceleration of our indebtedness and penalties. Limitations on our ability to incur new indebtedness underthe terms of our debt securities may limit the amount of new investments we make.

The Senior PIK Notes matured on April 1, 2024and accrue interest at an annual interest rate of 15%, commencing on the issuance date, compounded quarterly on each December 20, March20, June 20 and September 20 until the maturity date and on the maturity date itself (each, an “Interest Payment Due Date”).Interest is payable by increasing the principal amount of the Senior PIK Notes (with such increased amount accruing interest as well)on each Interest Payment Due Date (“PIK Interest”). Monthly payments on the outstanding principal amount of the SeniorPIK Notes, as such amount may be increased as the result of the payment of PIK Interest, commenced on November 1, 2023, until the principalbalance has been paid in full on the maturity date, or, if earlier, upon acceleration, or prepayment of the Senior PIK Notes in accordancewith the Senior PIK Notes terms.

We are currently in default of our Senior PIK Notes.

The Senior PIK Notes matured on April 1, 2024.Upon the occurrence of an Event of Default (as defined in the Senior PIK Notes), the holder may at any time thereafter exercise any oneor more of the following rights, powers, and remedies:

Although we are currently in negotiations withthe holders 50.01% of the Senior PIK Notes, there is no assurance that we can come to any agreement that would result in a waiver of thedefault. If we are unable to come to an agreement with the Senior PIK Notes that results in a waiver of default, the consequences willhave a material adverse effect on our business, liquidity and the market price of our Class A Common Stock.

The Smithline Assumed Warrants have anti-dilutionrights that could be triggered as part of future financings.

If we raise additional funds through the issuanceof equity, equity-linked or debt securities, with the exception of certain exempt issuances, with an exercise price lower than the currentexercise price, the anti-dilution protection provisions in the Smithline Assumed Warrants will be triggered. Specifically, the exerciseprice and number of warrant shares of the Smithline Assumed Warrants will be adjusted to reflect such lower issuance price as the newequity is sold and the number of shares issuable under the Smithline Assumed Warrant will be increased such that the aggregate exerciseprice after the lower price adjustment shall be equal to the aggregate exercise price prior to adjustment. This anti-dilution adjustmentwill have a dilutive effect on our equity and may hamper its ability to complete future financings.

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Our success and the growth of our businesswill depend on our ability to effectively and in a cost-feasible manner acquire, maintain, and engage with our targeted customers. Ifwe fail to acquire, maintain, and engage customers, our business, revenue, operating results, and financial condition will be adverselyimpacted.

As a company with limited revenues, we anticipatethat sales and marketing expenses may require significant investment. We cannot guarantee, however, that our investments in sales andmarketing will effectively reach potential customers, potential customers will decide to buy our products or services, or that customerspend for our products and services will yield the intended return on investment.

In addition, many factors, some of which are beyondour control, may reduce our ability to acquire, maintain and engage with customers, including the following:

Our inability to overcome these challenges couldadversely impact our ability to attract and add new customers, as well as retain existing customers, once obtained, and could have anadverse effect on our business, revenue, operating results and financial condition. Further, if our customer base does not grow, we maybe required to incur significantly higher marketing expenses than we currently anticipate in order to attract new customers. A significantdecline in our customer base could have a materially adverse impact on our business, financial condition and results of operations.

Security incidents or real or perceivederrors, failures, or bugs in our systems or websites could adversely impact our operations, result in loss of personal customer information,damage our reputation and brand, and harm our business and operating results.

Our success will be dependent on our systems,applications, and software operating and meeting the changing needs of our customers and users. We will rely on our technology and vendorsto successfully implement changes to and maintain our systems and services in an efficient and secure manner. Like all information systemsand technology, our websites may contain material errors, failures, vulnerabilities or bugs, particularly when new features or capabilitiesare released, and may be subject to computer viruses or malicious code, break-ins, phishing impersonation attacks, attempts to overloadour servers with denial-of-serviceor other attacks, ransomware and similar incidents or disruptions from unauthorized use of ourcomputer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays or websiteor online app shutdowns, or could cause loss of critical data, or the unauthorized disclosure, access, acquisition, alteration or useof personal or other confidential information.

If we experience compromises to our security thatresult in technology performance, integrity, or availability problems, the complete shutdown of our websites or the loss or unauthorizeddisclosure, access, acquisition, alteration or use of confidential information, customers or potential customers may lose trust and confidencein us, and may decrease the use of our systems or websites, or stop using our systems or websites entirely. Further, outside parties mayattempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our information, includingcustomer information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems changefrequently, they are often not recognized until launched against a target, and may originate from less regulated and remote areas aroundthe world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Even if we take stepsthat we believe are adequate to protect us from cyber threats, hacking against our competitors or other companies could create the perceptionamong our customers or potential customers that our systems or websites are not safe to use.

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A significant impact on the performance, reliability,security, and availability of our systems, software, or services may harm our reputation, impair our ability to operate, retain customersor attract new customers for our brands, and expose us to legal claims and government action, each of which could have a material adverseimpact on our business, results of operations, and financial condition.

Changes in general economic conditions couldhave a material adverse impact on our business.

Changes in general economic conditions, including,for example, interest rates, investor sentiment, changes specifically affecting the biotechnology industry, competition, technologicaldevelopments, political and diplomatic events, tax laws, and other factors not known to us today, could substantially and materially adverselyimpact our business. For example, changes in interest rates may increase our cost of capital and ability to raise capital and have a correspondingadverse impact on our operating results. While we may engage in certain hedging activities to mitigate the impact of these changes, noneof these conditions are or will be within our control. Changes in general economic conditions may also negatively impact demand for ourproducts and services.

We have identified material weaknesses in ourinternal control over financial reporting. If we fail to develop and maintain an effective system of internal control over financial reporting,we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in theCompany.

A material weakness is a deficiency or combinationof deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatementof a company’s financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additionalmaterial misstatements to its financial statements that could not be prevented or detected on a timely basis. As of the year ended December31, 2023, we have identified un-remediated material weaknesses in connection with our (i) entity-level controls (ii) accounting personnelresources with the necessary levels of accounting expertise and (iii) segregation of duties. This resulted from a lack of necessary businessprocesses, internal controls, record retention policy, and adequate number of qualified personnel within our accounting function.

The material weaknesses will not be considered remediateduntil management designs and implements effective controls that operate for a sufficient period of time and management has concluded,through testing, that these controls are effective.

We cannot assure you that the measures will be sufficientto avoid potential future material weaknesses. Accordingly, there could continue to be a possibility that a material misstatement of ourfinancial statements would not be prevented or detected on a timely basis.

If we are unable to maintain effective internalcontrol over financial reporting and disclosure controls and procedures, the accuracy and timing of our financial reporting may be adverselyaffected.

We are required to comply with Section 404 ofthe Sarbanes-Oxley Act, which requires management assessments of the effectiveness of internal control over financial reporting and disclosurecontrols and procedures. Prior to our Business Combination, although we had effective internal controls and procedures, we were a privatecompany with limited accounting and finance personnel, review processes and other resources with which to address our internal controlsand procedures.

Based on the evaluation of our internal controlsover financial reporting, we concluded that such controls were not effective as of December 31, 2023. In addition, based on the evaluationof our disclosure controls and procedures as of December 31, 2023, we concluded such controls were not effective.

We can give no assurance that we will be ableto maintain effective internal control over financial reporting and disclosure controls and procedures, or that no “material weaknesses”in our internal control over financial reporting will be identified in the future. If we encounter “material weaknesses” inour internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annualor interim financial statements will not be prevented or detected on a timely basis, it could lead to errors in our financial statementsthat could result in a restatement of our financial statements and cause us to fail to meet our reporting obligations. Further, If weare unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record,process and report financial information accurately and to prepare financial statements within required time periods could be adverselyaffected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses,negatively affect investor confidence in our financial statements, restrict access to capital markets and adversely impact our stock price.

We may expand operations abroad where wehave limited operating experience and where we may be subject to increased regulatory risks and local competition. If we are unsuccessfulin efforts to expand internationally, our business may be harmed.

Regulations exist or are under consideration incountries outside the United States, which limit or prevent the sale of direct-to-consumergenetic tests. Some countries, includingAustralia, require premarket review by their regulatory body similar to that required in the United States by the FDA. Some countries,including Australia, Germany, France and Switzerland, require a physician prescription for genetic tests providing health information,thus limiting our offering in those countries to an ancestry-onlytest. Other countries require mandatory genetic counseling priorto genetic testing. If similar prohibitions were enacted with respect to epigenetic testing, or the scope of the aforementioned regulationswere expanded to include epigenetics, it could limit the available market for our products and services and increase the costs associatedwith marketing the products and services where we are able to offer our products.

We may expand our business internationally, whichwill subject us to additional laws and regulatory standards.

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Legal developments in the European Union (the“EU”) have created a range of new compliance obligations regarding transfers of personal data from the European Unionto the United States, including the General Data Protection Regulation (the “GDPR”) and UK GDPR, which may apply tocertain of our activities related to services or products that we offer or may offer to individuals located in the EU. Significant effortand expense will be required to ensure compliance with the GDPR and UK GDPR, and could cause us to change our business practices. Moreover,requirements under the GDPR and UK GDPR may change periodically or may be modified by the EU or the UK and/or the laws of one or morecountries. The GDPR and UK GDPR impose stringent compliance obligations regarding the handling of personal data and have resulted in theissuance of significant financial penalties for noncompliance, including possible fines of up to 4% of global annual turnover for thepreceding financial year or €20million/£17.5million (whichever is higher) for the most serious violations.

We may also need to achieve and maintain InternationalStandards Organization (or ISO) certification of our future Quality Management Systems. If we are not able to achieve or maintain regulatorycompliance, we may not be permitted to market our products and/or may be subject to enforcement by EU Competent Authorities, bodies withauthority to act on behalf of the government of the applicable EU Member State, or other nations which adopt similar standards, to ensurethat the requirements of the directive or regulation are met.

If we fail to comply with any applicable lawsand regulations, we may not be able to expand internationally or could become subject to enforcement actions or the imposition of significantmonetary fines, other penalties, or claims, which could harm our ability to conduct our business and could have a material adverse impacton our business, financial condition and results of operations.

We are exposed to risks related to litigationand other legal proceedings.

We operate in a highly regulated and litigiousenvironment. We have and may become involved in legal proceedings, including litigation, arbitration and other claims, and investigations,inspections, audits, claims, inquiries and similar actions by insurance, tax and other governmental authorities.

Legal proceedings, in general, and securities,derivative action and class action and multi-district litigation, in particular, can be expensive and disruptive. Some of these suitsmay purport or may be determined to be class actions and/or involve parties seeking large and/or indeterminate amounts, including punitiveor exemplary damages, and may remain unresolved for several years.

We are subject to extensive regulation by national,state and local government agencies in the United States, as well as in other countries in which we may operate. There continues to bea heightened level of review and/or audit by regulatory authorities of, and increased litigation regarding, our related industry’sbusiness, compliance and reporting practices. As a result, we are and may be the subject of government actions of the types describedabove.

We cannot predict with certainty the outcomesof any legal proceedings and other contingencies, and the costs incurred in litigation can be substantial, regardless of the outcome.Substantial unanticipated verdicts, fines and rulings do sometimes occur. As a result, we could from time to time incur judgments, enterinto settlements or revise our expectations regarding the outcome of certain matters, and such developments could harm our reputationand have a material adverse effect on our results of operations in the period in which the amounts are accrued and/or our cash flows inthe period in which the amounts are paid. In addition, as a result of governmental investigations or proceedings, we may be subject todamages, civil or criminal fines or penalties, or other sanctions. The outcome of some of these legal proceedings and other contingenciescould require us to take, or refrain from taking, actions which could negatively affect our operations. Additionally, defending againstthese lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources.

We have been subject to regulatory and othergovernment or regulatory investigations or inquiries under national, regional and local laws, as amended from time to time, and may berequired to comply with data requests, or requests for information by government authorities and regulators in the United States or otherjurisdictions in which we operate and any resulting enforcement action could have a materially adverse effect on us.

As a publicly trading reporting company with operationsin the United States, we interact regularly with regulatory and self-regulatory agencies, including the SEC and the NYSE American. Wehave been and may in the future be the subject of SEC and other regulatory investigations or inquiries and may be required to comply withinformal or formal orders or other requests for information or documentation from such government authorities and regulators regardingour compliance with national, regional and local laws and regulations, including the rules and regulations under the Securities Act andthe Exchange Act. Such laws and regulations and their interpretation and applications may also change from time to time. Responding torequests for information from regulators in connection with any such investigations or inquiries could have a materially adverse effecton our business through, among other things, significantly increased legal fees and the time and attention required of our managementand employees to be diverted from our normal business operations and growth plans. Moreover, if a regulator were to initiate an enforcementaction against us, such any action could further consume our resources, require us to change our business practices and have a materialadverse effect on our business, financial condition, results of operations and cash flows.

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Risks Related to OurEpigenetic Testing Services

We intend to provide consumer engagementthrough our health and wellness offerings; however, competition in the personal health and wellness testing market continues to increaseand presents a threat to the success of our business.

The number of companies entering the personalhealth and wellness testing market with offerings similar to those that we provide through our health and wellness testing offerings continuesto increase. We believe that our ability to offer consumer engagement services that add value to consumers depends upon many factors bothwithin and beyond our control, including the following:

We anticipate we will also face competition fromother companies attempting to capitalize on the same, or similar, opportunities as we are, including from existing diagnostic, laboratoryservices and other companies entering the personal health and wellness testing market with new offerings such as direct access and/orconsumer self-paytests and interpretation services. Some of our current and potential competitors have longer operating historiesand greater financial, technical, marketing and other resources than we do. These factors may allow our competitors to respond more quicklyor efficiently than we can to new or emerging technologies. These competitors may engage in more extensive research and development efforts,undertake more far-reachingmarketing campaigns and adopt more aggressive pricing policies, which may allow them to build largercustomer bases than we have. Our competitors may develop products or services that are similar to our products and services or that achievegreater market acceptance than our products and services. This could attract customers away from our services and reduce our market share.

We rely on a limited number of criticalthird-party suppliers for our epigenetic testing services and in the event we are unable to procure our materials or services, we maynot be able to find suitable replacements or immediately transition to alternative suppliers, which will have an adverse impact on ourbusiness.

We rely on a limited number of critical third-partysuppliersfor our epigenetic testing, including: (1)the maker of our kit for the collection of our customers’ saliva; (2)a providerof microarrays; and (3)providers of array processing and wet-labservices to deliver the raw epigenetic data to us. Our supplierscould cease supplying these materials, equipment and/or services at any time, or fail to provide us with sufficient quantities of materials/servicesor materials/services that meet our specifications, or significantly increase the costs of providing the materials or services to us.Our operations could be interrupted if we encounter delays or difficulties in securing these materials or services, or if we cannot locatean acceptable substitute. Any such interruption could significantly impact our business, financial condition, results of operations andreputation.

Our products and services face substantialcompetition, which may result in others discovering, developing or commercializing products and services that are similar to ours, beforeor more successfully than we can.

We have not yet fully developed and commercialized,and may never successfully develop or commercialize, some of our product and service offerings, such as our saliva-basedepigeneticunderwriting technology for the insurance market. Moreover, our business faces substantial competition from larger, more established companieswith products and services that have already been accepted by the industries in which we seek to operate and may impair our ability tocompete and to commercialize our products and services.

We recognize that other companies, including largerhealth and wellness and biotechnology companies, may be developing or have plans to develop products and services that may compete withours. Many of our competitors have substantially greater financial, technical, and human resources than we have. In addition, many ofour competitors have significantly greater experience than we have in researching and developing, marketing, and commercializing productsand services similar to ours. Our competitors may discover, develop or commercialize products and services that are more effective, saferor less costly than any products or services that we are developing. Our competitors may also obtain regulatory approval for their productsand services more rapidly than we may obtain approval for our testing services.

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We anticipate that competition with our productsand testing services will be based on a number of factors, including product efficacy, accuracy, availability and price. Our competitiveposition will also depend upon our ability to attract and retain qualified personnel, to obtain patent protection or otherwise developand maintain proprietary products or processes, protect our intellectual property including our trade secrets, and to secure sufficientcapital resources to support the development and commercialization of our products and services.

We or our partners (or both) may now orin the future be subject to laws and regulations relating to laboratory testing, which could materially adversely impact our ability tooffer our products or services.

The clinical laboratory testing sector is highlyregulated in the UnitedStates. Both us and our partners may now, or in the future, be subject to regulation under the Clinical LaboratoryImprovement Amendments (“CLIA”), or similar state laboratory licensure laws. CLIA is a federal law (administered bythe Centers for Medicare & Medicaid Services, or CMS) that, in partnership with the states, regulates clinical laboratories that performtesting on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of diseaseor impairment of, or assessment of the health of, human beings. CLIA regulations require clinical laboratories to obtain a certificatecommensurate with the type of testing being performed and mandate specific standards in areas including personnel qualifications, administration,participation in proficiency testing, patient test management and quality assurance. CLIA certificates must be renewed every twoyears,and renewal requires undergoing survey and inspection. CLIA and/or state inspectors may conduct random inspections or conduct inspectionsas a result of a complaint or reported incident.

DNA methylation profiling of consumer specimenswill be performed by our wet-laboratorypartners. The failure of our laboratory partners to hold CLIA certification or accreditationappropriate to the type of testing they perform, or to comply with CLIA regulations or applicable state licensure requirements could resultin adverse regulatory action that, if not timely corrected, could result in us being unable to continue using their services, which couldadversely affect our business. Similarly, if our laboratory partners do not hold state permits or licenses in those states that requirethem, it may limit our ability to offer our products and services on a national basis.

Because we do not directly analyze human specimensin our facilities, but instead perform only data analysis or “dry lab” services, we believe that our bioinformatics and analyticactivities are not subject to CLIA.It is possible that, in the future, CLIA may apply to our activities, which could result in usbeing unable to offer our services or could require additional expenditures to obtain certification, both of which could materially adverselyimpact our business. We could face similar adverse impacts if a state regulator were to conclude that our bioinformatics activities weresubject to state laboratory licensure. Similar adverse consequences could result if CLIA or state regulators disagree with our laboratorypartners’ interpretation of CLIA or our applicability to their testing services.

Our product and service offerings may nowor in the future be subject to laws and regulations relating to laboratory developed tests and software, which could materially adverselyimpact our business.

The FDC Act gives the FDA, the authority to regulatemanufacturers of medical devices, which are defined to include,among other requirements, in vitro diagnostic (“IVD”)products (e.g., laboratory instruments, reagents, and collection devices) and software that are intended for use in the diagnosis, treatment,cure, mitigation or prevention of diseases or conditions, including, without limitation, the presence of biomarkers. Medical devices aresubject to a variety of regulatory requirements based on their level of risk, including in some cases premarket review and authorization.The FDA enforces its requirements by market surveillance and periodic inspections. The FDA may take a variety of actions in response toviolations of the FDC Act and implementing regulations, including, but not limited to, cease and desist orders, injunctions, civil monetarypenalties, operating restrictions, or shutdown of production facilities.

The FDA has historically taken the position thatlaboratory tests developed in-houseby a clinical laboratory, sometimes referred to as laboratory developed tests (“LDTs”),are subject to regulation as in vitro diagnostic devices. However, the FDA has generally exercised enforcement discretion (i.e.,has exercised discretion not to enforce its requirements) with respect to LDTs. Certain types of LDTs have historically not been subjectto enforcement discretion, including LDTs for the COVID-19pandemic and LDTs offered directly to consumers without a health careprovider’s order. Legislative proposals introduced in Congress in 2021 seek to codify or, alternatively, eliminate, FDA authorityto regulate LDTs.

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The FDA also takes the position that stand-alonesoftwarethat meets the definition of a medical device, known as SaMD, is subject to FDA regulation. Certain categories of medical software, includingcertain health and wellness software, have been exempted from FDA regulation under the FDC Act. Similarly, the FDA has exercised enforcementdiscretion with respect to certain types of low risk software products, including those intended to help patients manage chronic conditions.

Our products and services include epigenetic analysisof laboratory-generatedDNA methylation data using our proprietary bioinformatics and machine learning technology. We believe thatour current products and services are not subject to FDA regulation. First, we believe our products and services (such as those intendedto inform underwriting decisions) do not meet the definition of a “medical device.” Second, to the extent our products andservices incorporate software that is intended solely for health and wellness purposes, we believe such software meets the definitionof exempt medical software under the FDC Act, as amended by the 21^stCentury Cures Act, enacted in 2016. Furthermore,even if elements of our products and services could be construed to be subject to FDA oversight, we believe that such elements would besubject to FDA enforcement discretion to the extent that we use such elements to provide general health and wellness and non-disease-specificinformationto customers that includes disclaimers and caveats that the information is not intended for medical purposes and poses low risk to consumers.

There can be no guarantee that the FDA will now,or in the future, agree with our position. Should the FDA determine that our products and services are subject to FDA regulation, ouroperations could be adversely affected. If FDA premarket review or approval were required, we could be forced to stop selling our productsor services or be required to modify claims or make other changes while we work to obtain FDA clearance, approval or de novo classification.Our business, results of operations and financial condition would be negatively affected until such reviews were completed and clearance,approval or de novo classification to market were obtained or the costs of continuing to operate our business could increase materially.

We have not been successful in establishingor maintaining the relationships necessary to execute on our prior business plans, which could have a material adverse impact on our abilityto generate revenue and our financial condition; however, we have shifted our strategic focus away from selling life insurance productsand concentrating efforts on our Bioinformatics Services offering as we explore various strategic alternatives.

Prior to our decision to pause sales of new lifeinsurance products to conserve cash resources and focus existing resources on our Bioinformatics Services, as we explore various strategicalternatives, our sales and distribution efforts historically focused on independent agent distribution channels. Independent agent distributionchannels include independent marketing organizations, broker general agencies and smaller general agencies. In order to serve the broadestrange of customers and agents, we established a managing general agency relationship with multiple domestic carrier partners, in orderfor us to expand the use of our products and services in connection with a full suite of life insurance products (term life insurance,universal life insurance, variable universal life insurance, indexed universal life insurance, whole life insurance, etc.), which we callthe “MGA Model.” We believed the MGA Model would appeal to domestic carrier partners who are seeking to expand the distributionof their products through independent agent distribution channels and who are seeking a differentiated product offering by combining theirown policies with our health and wellness offerings, as well as replacing blood and urine specimen for life insurance products that aresubject to medical underwriting protocols with our saliva-basedunderwriting protocol.

We have been unable to develop or maintain therelationships necessary to sustain the MGA Model; as a result, our business, financial condition and results of operations may be adverselyimpacted. On October 2, 2023, we decided to pause sales of new life insurance products and move existing producers out of the MGA Modelhierarchy to further conserve cash resources and focus resources on FOXO Labs, particularly on our Bioinformatics Services. If we decideto resume the MGA Model in the future, our success would depend on our ability to demonstrate the value of our products and services toconsumers, insurance agents, and carriers.

As part of our business, we may collect,process, store, share, disclose and use customer information and other data, and our actual or perceived failure to protect such informationand data, respect customer privacy or comply with data privacy and security laws and regulations could damage our reputation and brandand harm our business and operating results.

We may receive and store personally identifiableinformation, epigenetic information, and other data relating to our customers, as well as other personally identifiable information andother data relating to individuals such as our employees. Security breaches, employee malfeasance, or human or technological error couldlead to potential unauthorized disclosure of our customers’ personal information. Even the perception that the privacy of personalinformation is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our solutions and any failureto comply with such laws and regulations could lead to significant fines, penalties or other liabilities.

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A security compromise of our information systemsor of those of businesses with whom we interact that results in confidential information being accessed by unauthorized or improper personscould harm our reputation and expose us to regulatory actions, customer attrition, remediation expenses, disruption of our business, andclaims brought by our customers or others for breaching contractual confidentiality and security provisions or data protection laws.

Monetary damages imposed on us could be significantand not covered by our liability insurance. Techniques used by bad actors to obtain unauthorized access, disable or degrade service, orsabotage systems evolve frequently and may not immediately produce signs of intrusion, and we may be unable to anticipate these techniquesor to implement adequate preventative measures. In addition, a security breach could require us to expend substantial additional resourcesrelated to the security of our information systems and provide required breach notifications and remediation, diverting resources fromother projects and disrupting our businesses. If we experience a data security breach, our reputation could be damaged and we could besubject to additional litigation, regulatory risks and business losses.

Numerous local, municipal, state, federal, andinternational laws and regulations address privacy and the collection, storing, sharing, use, disclosure, and protection of certain typesof data, including the Personal Information Protection and Electronic Documents Act, the Telephone Consumer Protection Actof1991,or the TCPA, Section5 of the Federal Trade Commission Act, and effective as of January1, 2020, the California Consumer PrivacyAct (the “CCPA”). These laws, rules, and regulations evolve frequently and their scope may continually change, throughnew legislation, amendments to existing legislation, and changes in enforcement, and may be inconsistent from one jurisdiction to another.For example, the CCPA, which went into effect on January1, 2020, requires, among other things, new disclosures to California consumersand affords such consumers new abilities toopt outof certain sales of personal information. The CCPA provides for fines ofup to $7,500 per violation. Aspects of the CCPA and its interpretation and enforcement remain uncertain. The effects of this legislationare potentiallyfar-reachingandmay require FOXO to modify its data processing practices and policies and incur substantialcompliance-relatedcosts and expenses. The CCPA has been amended on multiple occasions. For example, the California Privacy RightsAct (or CPRA) recently was approved by California voters and significantly modifies the CCPA, potentially resulting in further uncertaintyand requiring FOXO to incur additional costs and expenses in an effort to comply. The CPRA became operative on January1, 2023 (andapplies only to consumer data collected on or after January1, 2022, with enforcement beginning July1, 2023). While the CCPAwill remain operative and enforceable from now until July1, 2023, we will continue to monitor developments related to the CPRA.Theeffects of this legislation are potentially far-reachingand may require us to modify our data processing practices and policiesand incur substantial compliance-relatedcosts and expenses. Additionally, many laws and regulations relating to privacy and thecollection, storing, sharing, use, disclosure, and protection of certain types of data are subject to varying degrees of enforcement andnew and changing interpretations by courts. The CCPA and other changes in laws or regulations relating to privacy, data protection, breachnotifications, and information security, particularly any new or modified laws or regulations, or changes to the interpretation or enforcementof such laws or regulations, which require enhanced protection of certain types of data or new obligations with regard to data retention,transfer, or disclosure, could greatly increase the cost of providing our products and services, require significant changes to our operations,or even prevent us from providing our products and services in jurisdictions in which we currently operate and in which we may operatein the future.

We may also be required to comply with increasinglycomplex and changing data security and privacy regulations in the UK, the EU and in other jurisdictions in which we plan to conduct businessthat regulate the collection, use and transfer of personal data, including the transfer of personal data between or among countries. Forexample, the EU’s GDPR, now also enacted in the UK as the UK GDPR, has imposed stringent compliance obligations regarding the handlingof personal data and has resulted in the issuance of significant financial penalties for noncompliance. Further, in July2020, theCourt of Justice of the European Union released a decision in theSchremsIIcase (Data Protection Commissionv. Facebook Ireland, Schrems), declaringthe EU-USPrivacy Shield invalid and calling into question data transfers carriedout under the European Commission’s Standard Contractual Clauses. As a result of the decision, we may face additional scrutiny fromEU regulators in relation to the transfer of personal data from the EU to the UnitedStates. Noncompliance with the GDPR can triggerfines of up to the greater of €20million or 4% of global annual revenues. In the UnitedStates, there have been proposalsfor federal privacy legislation and many new state privacy laws have been enacted or proposed. Other countries have enacted or are consideringenacting data localization laws that require certain data to stay within their borders. We may also face audits or investigations by oneor more domestic or foreign government agencies or our customers pursuant to our contractual obligations relating to our compliance withthese regulations. Complying with changing regulatory requirements requires us to incur substantial costs, exposes us to potential regulatoryaction or litigation, and may require changes to our business practices in certain jurisdictions, any of which could materially adverselyimpact our business, financial condition and results of operations.

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Despite our efforts to comply with applicablelaws, regulations, and other obligations relating to privacy, data protection, and information security, it is possible that our interpretationsof the law or best practices could be inconsistent with, or fail, or be alleged to fail to meet all requirements of, such laws, regulations,or obligations. Our failure, or the failure by its third-partyproviders on its platform, to comply with applicable laws or regulationsor any other obligations relating to privacy, data protection, or information security, or any compromise of security that results inunauthorized access to, or use or release of personally identifiable information or other data relating to our customers, or other individuals,or the perception that any of the foregoing types of failure or compromise have occurred, could damage our reputation, discourage newand existing customers from using our products or services, or result in fines, investigations, or proceedings by governmental agenciesand private claims and litigation, any of which could adversely affect our business, financial condition, and results of operations. Evenif not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and materiallyadversely impact our business, financial condition, and results of operations.

We will be subject to the terms of our privacypolicies and privacy-related obligations. Any failure or perceived failure by us to comply with our privacy policies, our privacy-relatedobligationsto customers or others, or our privacy-relatedlegal obligations, or any compromise of security that results in the unauthorizedrelease or transfer of sensitive information, which could include personally identifiable information or other user data, may result ingovernmental or regulatory investigations, enforcement actions, regulatory fines, compliance orders, litigation or public statements againstus by consumer advocacy groups or others, and could cause customers to lose trust in us, all of which could be costly and have an adverseimpact on our business. In addition, new and changed rules and regulations regarding privacy, data protection (in particular those thatimpact the use of AI) and cross-bordertransfers of customer information could cause us to delay planned uses and disclosures ofdata to comply with applicable privacy and data protection requirements. Moreover, if any third-partythat we work with violatesapplicable laws or its policies, such violations also may put personal information at risk, which may result in increased regulatory scrutinyand have a material adverse effect on our reputation, business, financial condition and results of operations.

We may be unable to prevent or address themisappropriation of our data, which could damage our reputation and materially adversely impact our business.

Third parties may misappropriate our data throughwebsite scraping, bots or other means and aggregate this data on their websites with data from other companies. In addition, copycat websitesor online apps may misappropriate data and attempt to imitate our brand or the functionality of our planned website. If we become awareof such websites or online apps, we intend to employ technological or legal measures in an attempt to halt their operations. However,we may be unable to detect all such websites or online apps in a timely manner and, even if we could, technological and legal measuresmay be insufficient to halt their operations immediately or completely. In some cases, particularly in the case of websites or onlineapps operating outside of the UnitedStates, our available remedies may not be adequate to protect us against the effect of the operationof such websites or online apps. Regardless of whether we can successfully enforce our rights against the operators of these websitesor online apps, any measures that we may take could require us to expend significant financial or other resources, which could harm ourbusiness, results of operations or financial condition. In addition, to the extent that such activity creates confusion among consumersor advertisers, our brand and business could be harmed.

Changes in state laws and regulations governingour business, or changes in the interpretation of such laws and regulations, could negatively impact our business.

State statutes typically provide state regulatoryagencies with significant powers to interpret, administer and enforce the laws relating to the purchase of life insurance. Under statutoryauthority, state regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatoryrequirements in different ways or issue new administrative rules, even if not contained in state statutes. State regulators may also imposerules that may restrict and negatively impact our industry. Because of the history of certain abuses in the industry, we believe it islikely that state insurance regulation will increase and grow more complex during the foreseeable future. We cannot, however, predictwhat any new regulation would specifically involve.

The emergence of new biotechnologies has led tofrequent legislation governing the use of genetic information in insurance. The federal regulation, Genetic Information NondiscriminationAct (“GINA”), prohibits the use of genetic information by health insurers, but it does not apply to life insuranceor epigenetics at this time. To date, a small minority of states have adopted a GINA-likeframework, essentially prohibiting theuse of genetic information for life insurance underwriting and risk classification. Other states have laws regulating, though not prohibiting,the use of genetic information in life insurance. While epigenetics’ distinguishable features exempt it from the text of, and rationalebehind, current laws regulating the use of genetic information in life insurance, any adverse change in present laws or regulations, ortheir interpretation in one or more states in which we may operate (or an aggregation of states in which we may conduct a significantamount of business) could result in our curtailment or termination of operations in such jurisdictions, or cause us to modify our operationsin a way that adversely affects our profitability. Any such action could have a corresponding material and negative impact on our resultsof operations and financial condition, primarily through a material decrease in revenues, and could also have a material adverse effecton our business, financial condition and results of operations.

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New legislation or legal requirements mayaffect how we communicate with customers, which could have a material adverse impact on our business model, financial condition, and resultsof operations.

State and federal lawmakers re focusing upon theuse of customer communications, including concerns about transparency, deception, and fairness, in particular. Changes in laws or regulations,or changes in the interpretation of laws or regulations by a regulatory authority may decrease our revenues and earnings and may requireus to change the manner in which we conduct some aspects of our business. In addition, our business and operations are subject to variousU.S. federal, state, and local consumer protection laws, including laws which place restrictions on the use of automated tools and technologiesto communicate with wireless telephone subscribers or consumers generally. For example, a California law, effective as of July 2019, makesit unlawful for any person to use a bot to communicate with a person in California online with the intent to mislead the other personabout its artificial identity for the purpose of knowingly deceiving the person about the content of the communication in order to incentivizea purchase of goods or services in a commercial transaction. Although we take steps to comply with this and other laws restricting theuse of electronic communication tools, no assurance can be given that we will not be exposed to civil litigation or regulatory enforcement.Further, to the extent that any changes in law or regulation further restrict the ways in which we communicate with prospective or currentcustomers, these restrictions could result in a material reduction in our customer acquisition and retention, reducing the growth prospectsof our business, and materially adversely impact our business, financial condition and results of operations.

Risks Related to OurIntellectual Property

If we are unable to protect our patent pendingmethods of identifying epigenetic biomarkers or intellectual property in general, the value of our brand and other intangible assets maybe diminished, and our business may be adversely impacted.

We depend on our proprietary technology, intellectualproperty and services for our business plans, success and ability to compete. We rely and expect to continue to rely on a combinationof confidentiality and other agreements with our employees, consultants and third parties with whom we have relationships or with whomwe plan to have relationships, and who may have access to confidential or patentable aspects of our research and development output, aswell as the trademark, copyright, patent and trade secret protection and common law rights and laws, to protect our proprietary rights.For example, we rely on trade secret protection for building and validating an extensive number of machine learning models that use epigeneticdata derived from different types of tissues to predict a wide variety of targets, such as smoking use and/or extent, alcohol use and/orextent, etc. Although we enter into confidentiality and other agreements to protect these and other proprietary technologies, any of theseparties may breach the agreements and disclose information before a patent application is filed, and jeopardize our ability to seek patentprotection, if we were not able to use the courts to enjoin the disclosure in advance. In addition, our ability to obtain and maintainvalid and enforceable patents or patent licenses depends on whether the differences between our inventions and the prior art allow ourinventions to be patentable over the prior art. Since publications in the scientific literature often lag behind the actual discoveries,and patent applications do not publish until 18months after filing, we are never certain we are the first to make the inventionsclaimed in any of our patents or that we are the first to file for patent protection of such patents. In other words, priority is neverknown until an application is prosecuted. Additionally, third parties may knowingly or unknowingly infringe our proprietary rights, andthird parties may challenge our proprietary rights held, pending and future patent, copyright, trademark and other applications, which,if successful, may not be approved and which may affect our ability to prevent infringement without incurring substantial expense. Inaddition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States.

If the protection of our proprietary rights isinadequate to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished andcompetitors may be able to more effectively mimic our service and methods of operations. Despite our efforts to protect our proprietaryrights, attempts may be made to copy or reverse engineer aspects of our products or services, or to obtain and use information that weregard as proprietary and which a judge may not enjoin. Accordingly, we may be unable to protect our proprietary rights against unauthorizedthird-partycopying or use. Furthermore, as a practical matter, policing the unauthorized use of our intellectual property wouldbe difficult for us, because of the private nature of our competitors and because our competitors may offer competing products as software-as-a-service,which may limit the ability to discover a competitor’s use of our proprietary technology. Litigation may be necessary in the futureto enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rightsof others. Litigation and/or any of the events above could result in substantial costs and diversion of resources, and could have a materialadverse impact on our business, financial condition and results of operations.

We may be unable to obtain sufficientlybroad intellectual property protection, or we may lose intellectual property protection.

As patent and trademark prosecution of biotechnologyinventions is highly uncertain, involves complex legal and factual questions, and has been the subject of litigation in recent years,the issuance, scope, validity, enforceability and commercial value of our intellectual property rights are highly uncertain. Our pendingand future trademark or patent applications may not result in issued trademarks and patents that protect our products and services, whichwould render us unable to prevent others from commercializing the same or similar products and services that we offer. The coverage oftrademark and patent claims may be significantly reduced before such intellectual property approval is granted and the scope and validityof issued trademarks and patents can also be challenged after grant, which, if successful, may not provide us meaningful protection, maynot allow us to exclude competitors or may not provide us with any competitive advantage.

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Despite our efforts, we may not be able to maintainconfidentiality for our trade secrets and proprietary know-how. In addition, our trade secrets and proprietary know-howmay otherwisebecome known or be independently discovered by others. No guarantee can be given that others will not independently develop substantiallyequivalent proprietary information or techniques, or otherwise gain access to our proprietary technology. We rely on a combination ofpatent, trademark, and trade secret protection to establish and protect the ideas, concepts, and know-howfor the products, servicesand technology we develop. Our failure to establish patent, trademark and trade secret protection for our technology and intellectualproperty rights could enable our competitors to more effectively compete and have an adverse impact on our business, financial conditionand results of operations.

We may not be able to protect our intellectualproperty rights throughout the world.

Filing, prosecuting and defending trademarks orfuture patents on our products and services in all countries throughout the world would be prohibitively expensive. In addition, the lawsof some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and we mayencounter difficulties in protecting and defending such rights in foreign jurisdictions. Our owned and licensed patent applications arepending in the U.S. only and thus these present patent applications, even if granted, cannot cover any foreign countries in the future.Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, orfrom selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may useour technologies (even copying from the patent disclosures) in jurisdictions where we have not obtained patent protection to develop theirown products and may also export infringing products to territories where we have patent protection. These products may compete with ourproducts and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problemsin protecting and defending intellectual property rights in various foreign jurisdictions. The legal systems of many other countries donot favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which couldmake it difficult for us to stop the infringement of our patents in such countries. Proceedings to enforce our current trademark and potentialfuture patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspectsof our business, could put our intellectual property at risk of not issuing, being invalidated, or interpreted narrowly, and could provokethird parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded,if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world maybe inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Changes in trademark or patent law in theUnited States and other jurisdictions could diminish the value of our potential future trademarks and patents in general, thereby adverselyimpacting our ability to protect our products and services.

Changes in either the trademark or patent lawsor in interpretations of trademark or patent laws in the United States or other countries or regions may diminish the value of our intellectualproperty. We cannot predict the breadth of claims that may be allowed or enforced in our potential future trademarks and patents or inthird-partyintellectual property. In the United States, prior to March16, 2013, assuming that other requirements for patentabilitywere satisfied, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to filea patent application was entitled to the patent. On or after March16, 2013, under the Leahy-SmithAmerica Invents Act (or theAmerica Invents Act), enacted on September16, 2011, the United States transitioned to a first inventor to file system in which,assuming that other requirements for patentability are satisfied, the first inventor to file a patent application will be entitled tothe patent on an invention regardless of whether a third party was the first to invent the claimed invention. As such, a third party thatfiles a patent application in the United States Patent and Trademark Office (the “USPTO”) before us could be awardeda patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require usto be cognizant of the time from invention to filing of a patent application. Since patent applications in the United States and mostother countries are confidential for a period of time after filing or until issuance, we cannot be certain that we or our licensors werethe first to either file any patent application related to our products or services, or invent any of the inventions claimed in our orits licensor’s patents or patent applications.

The America Invents Act also includes a numberof significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These includeallowing third-partysubmission of prior art to the USPTO during patent prosecution and additional procedures to attack the validityof a patent by USPTO-administeredpost-grantproceedings, including post-grantreview,inter partesreview,and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in U.S.federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficientfor the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented ina district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that wouldnot have been invalidated if first challenged by the third party as a defendant in a district court action. Therefore, the America InventsAct and its implementation could increase the uncertainties and costs surrounding the prosecution of our ownedorin-licensedpatentapplicationsand the enforcement or defense of our ownedorin-licensedissuedpatents, all of which could have a material adverseimpact on our business.

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Recent U.S. Supreme Court rulings have also narrowedthe scope of patent protection available in specific circ*mstances (e.g., regarding domestic processes) and weakened the rights of patentowners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combinationof events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, thefederal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our abilityto obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

We may be subject to claims that our employees,consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employeeshave wrongfully used or disclosed alleged trade secrets of their former employers.

We have employed and expect to employ or contractwith individuals who were previously employed by or were independent contractors for universities or other companies, including our competitorsor potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the proprietaryinformationorknow-howofothers in their work for us, we may be subject to claims that our employees, consultantsor independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their formeremployers or other third parties, or to claims that we have improperly used or obtained such trade secrets. Litigation may be necessaryto defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectualproperty rights or personnel, or lose the ability to use certain technologies, all of which could adversely impact our business. A lossof use of certain technologies or key research personnel work product could hamper or prevent our ability to commercialize potential productsand services, which could harm our business. Even if we are successful in defending against these claims, litigation could result in substantialcosts and be a distraction to management and other employees.

We may not be successful in registeringand enforcing our trademarks.

As we apply to register our unregistered trademarksin the United States and other countries, our applications may not be allowed for registration in a timely fashion or at all, and ourregistered trademarks may not be maintained or enforced. Trademark enforcement is always uncertain, since proving infringement requiresa showing of consumer confusion in addition to use by the defendant of a similar or identical trademark. In addition, opposition or cancellationproceedings may be filed against our trademark applications and registrations, and our trademarks may not survive such proceedings. Incertain countries outside of the United States, trademark registration is required to enforce trademark rights. If we do not secure registrationsfor our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would.

We may be subject to claims challengingthe inventorship or ownership of our patents and other intellectual property.

We may be subject to claims that former employees,collaborators or other third parties have an interest in our future owned or in-licensedpatents, trade secrets or other intellectualproperty as an inventor or co-inventor. Ownership disputes may arise, for example, from conflicting obligations of employees, consultantsor others who are involved in developing our future products and services.

Litigation may be necessary to defend againstthese and other claims by a third party challenging inventorship of our or our licensors’ ownership of our future owned or in-licensedpatents,trade secrets or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetarydamages, we may lose valuable intellectual property rights, such as exclusive ownership of, or a right to use, intellectual property ortechnology that is important to our product or services. Alternatively, we may need to obtain one or more additional licenses from certainthird parties, which could be time-consumingand expensive and could result in substantial costs and diversion of resources and couldhave a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result insubstantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse impact onour business, financial condition, and results of operations.

If we become involved in trademark or patentlitigation or other proceedings related to a determination of rights, we could incur substantial costs and expenses, substantial liabilityfor damages or be required to stop our development and commercialization efforts of our products and services.

There is a substantial amount of litigation, bothwithin and outside the United States, involving trademark, patent and other intellectual property rights in the insurance technology industry,including patent and trademark infringement lawsuits, declaratory judgment litigation and adversarial proceedings before the USPTO, includingtrademark oppositions and cancellations, patent interferences, derivation proceedings,ex partereexaminations, post-grantreviewandinter partesreview, as well as corresponding proceedings in foreign courts and foreign patent offices.

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We may, in the future, become involved with litigationor actions at the USPTO or foreign patent offices with various third parties. We expect that the number of such claims may increase asour industry expands, more trademarks and patents are issued, the number of products or services increases and the level of competitionin our industry increases. Any infringement claim, regardless of its validity, could harm our business by, among other things, resultingin time-consumingand costly litigation, diverting management’s time and attention from the development of our business, requiringthe payment of monetary damages (including possible treble damages, attorney’s fees, costs and expenses) or royalty payments.

It may be necessary for us to pursue litigationor adversarial proceedings before the trademark or patent office in order to enforce our patent and proprietary rights or to determinethe scope, coverage and validity of the proprietary rights of others. The outcome of any such litigation might not be favorable to us,and even if we were to prevail, such litigation could result in substantial costs and diversion of resources and could have a materialadverse impact on our business, financial condition and results of operations.

As we move into new markets and expand our productsor services offerings, incumbent participants in such markets may assert their patents and other proprietary rights against us as a meansof slowing our entry into such markets or as a means to extract substantial license and royalty payments from us. In addition, futurelitigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and againstwhom our own patents may provide little or no deterrence or protection.

Because patent applications can take many yearsto issue, there may be currently pending patent applications that may later result in issued patents that our current or future products,technologies and services may infringe. We cannot be certain that we have identified or addressed all potentially significant third-partypatentsin advance of an infringement claim being made against us. In addition, similar to what other companies in our industry have experienced,we expect our competitors and others may have trademarks or patents or may in the future obtain trademarks or patents, and assert thatmaking, having made, using, selling, offering to sell or importing its products or services infringes these trademarks or patents. Defenseof infringement and other claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversionof management and employee resources from our business. Parties making claims against us may be able to sustain the costs of complex trademarkor patent litigation more effectively than we can because they have substantially greater resources. Parties making claims against usmay be able to obtain injunctive or other relief, which could block our ability to develop, commercialize and sell products or servicesand could result in the award of substantial damages against us, including possible treble damages, attorney’s fees, costs and expensesif we are found to have willfully infringed. In the event of a successful claim of infringement against us, we may be required to paydamages and ongoing royalties and obtain one or more licenses from third parties, or be prohibited from selling certain products or services.We may not be able to obtain these licenses on acceptable or commercially reasonable terms, if at all, or these licenses maybenon-exclusive,whichcouldresult our competitors gaining access to the same intellectual property. In addition, we could encounter delays in product or serviceintroductions while we attempt to develop alternative products or services to avoid infringing third-partypatents or proprietaryrights. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing products or services,and the prohibition of sale of any of our products or services could materially impact our business and our ability to gain market acceptancefor our products or services.

We maintain multiple forms of proprietary information,the value of which is derived from the proprietary nature of such information. Employees of ours or third parties that are or become privyto our proprietary information may, despite our efforts, misappropriate such information. Such misappropriation may result in publicationor other public release of such information. In such an event, although we may have a cause of action against any such parties, such legalaction is costly and may not result in sufficient compensation to ameliorate the loss of competitive advantages enjoyed by our confidentialpossession of such proprietary information. Additionally, such proprietary information, once published or otherwise released to the public,may not be returned to a secret state, and may be copied or otherwise imitated or used by competitors of ours without legal recourse ormeans of compensation by us. Such loss could materially adversely impact our business, financial condition and results of operations.

Furthermore, because of the substantial amountof discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information couldbe compromised by disclosure during this type of litigation, although courts are empowered to protect confidential information using protectiveorders. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motionsor other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could havea substantial adverse effect on the price of our Class A Common Stock.

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In addition, our agreements with some of our customers,suppliers or other entities with whom we do business require us to defend or indemnify these parties to the extent they become involvedin infringement claims, including the types of claims described above. We could also voluntarily agree to defend or indemnify third partiesin instances where we are not obligated to do so if we determine it would be important to our business relationships. If we are requiredor agree to defend or indemnify third parties in connection with any infringement claims, we could incur significant costs and expensesthat could materially adversely impact our business, financial condition and results of operations.

Patent terms may be inadequate to protectour competitive position with respect to our products and services for an adequate amount of time.

Patents have a limited lifespan. In the UnitedStates, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliestU.S.non-provisionalfilingdate.Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering ourproducts and services are obtained, once the patent life has expired, we may be open to competition from competitive products—andthe patent document itself is a disclosure enabling such competitors. Given the amount of time required for the development, testing andregulatory review of new products and services, patents protecting such products and services might expire before or shortly after suchproducts and services are commercialized. As a result, our future owned and currently licensed patent portfolio may not provide it withsufficient rights to exclude others from commercializing products similar or identical to ours.

We utilize open-source software, which maypose particular risks to our proprietary software and source code.

We use open-sourcesoftware in our proprietarysoftware and will use open-sourcesoftware in the future. Companies that incorporate open-sourcesoftware into their proprietarysoftware and products have, from time-to-time, faced claims challenging the use of open-sourcesoftware and compliance with open-sourcelicenseterms. Some licenses governing the use of open-sourcesoftware contain requirements that we make available source code for modificationsor derivative works we create based upon the open-sourcesoftware, and that we license such modifications or derivative works underthe terms of a particular open-sourcelicense or other license granting third parties certain rights of further use. By the termsof certain open-sourcelicenses, we could be required to release the source code of certain aspects of our proprietary software,and to make our proprietary software available under open-sourcelicenses to third parties at no cost if we combine certain aspectsof proprietary software with open-sourcesoftware in certain manners. Although we monitor our use of open-sourcesoftware andhave a policy of full compliance with all open-sourcesoftware license terms, we cannot assure that all open-sourcesoftwareis reviewed prior to use in our software, that our developers have not incorporated open-sourcesoftware into our proprietary software,or that they will not do so in the future.

Additionally, the terms of many open-sourcelicensesto which we are subject have not been interpreted by U.S. or foreign courts. There is a risk that open-sourcesoftware licenses couldbe construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide certain aspects ofits proprietary software. Companies that incorporate open-sourcesoftware into their products have, in the past, faced claims seekingenforcement of open-sourcelicense provisions and claims asserting ownership of open-sourcesoftware incorporated into theirproprietary software, and claims for damages for failure to fully comply with those applicable licenses. If an author or other third partythat distributes such open-sourcesoftware were to allege that we have not complied with the conditions of an open-sourcelicense,we could incur significant legal costs defending ourselves against such allegations. In the event such claims were successful, we couldbe subject to significant damages or be enjoined from the distribution of our proprietary software. In addition, the terms of open-sourcesoftwarelicenses may require us to provide certain aspects of our software that we develop using such open-sourcesoftware to others on unfavorablelicense terms. As a result of our current or future use of open-sourcesoftware, we may face claims or litigation, be required torelease certain aspects of our proprietary source code, pay damages for breach ofcontract,re-engineeritsproprietarysoftware, discontinue making our proprietary software available in theevent thatre-engineeringcannotbe accomplishedon a timely basis, discontinue certain aspects or functionality of our products and testing services, or take other remedial action. Anysuchre-engineeringorotherremedial efforts could require significant additional research and development resources, and we may not be able to successfully completeanysuchre-engineeringorother remedial efforts. Further, in addition to risks related to license requirements,use of certain open-sourcesoftware can lead to greater risks than use of third-partycommercial software, as open-sourcelicensorsgenerally do not provide warranties or controls on the origin of the software. Any of these risks could be difficult to eliminate or manage,and, if not addressed, could have a material adverse impact on our business, financial condition and results of operations.

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Risks Related to OwningOur Securities

The public market for our securities isvolatile. This may affect not only the ability of our investors to sell their securities, but the price at which they can sell their securities.

Since the consummation of our Business Combination,our Class A Common Stock (NYSE American: FOXO) has traded as low as $0.2580 per share, and day-to-day trading has been volatile at times.This volatility may continue or increase in the future. The market price for the securities may be significantly affected by factors suchas progress in the development of our technology, commercialization of our technology, variations in quarterly and yearly operating results,general trends in the life insurance industry, and other uncertainties further described in this section. Furthermore, recently the stockmarket has experienced extreme price and volume fluctuations that are unrelated or disproportionate to the operating performance of theaffected companies, such as the market reactions to internet marketed ‘short squeezes’, the coronavirus outbreak and recentmacroeconomic factors such as inflationary pressures and higher interest rates. Such broad market fluctuations may adversely affect themarket price of our securities.

If we issue additional shares in the future,whether in connection with a financing or in exchange for services or rights, it will result in the dilution of our existing stockholders.

We may choose to issue shares of our Class A CommonStock and/or securities exercisable for or convertible into our Class A Common Stock to, among other things, reduce our debt, to acquireone or more companies, to fund our operations and in exchange for services rendered to the Company. Such issuances may not require theapproval of our stockholders. We have previously issued shares and rights to receive shares in satisfaction of outstanding amounts payableby us to service providers in exchange for services rendered. Any future issuances may reduce the book value per share and may contributeto a reduction in the market price of the outstanding shares of our Class A Common Stock. If we issue any such additional shares or securitiesin the future, such issuance will reduce the proportionate ownership and voting power of all current stockholders.

We are subject to the continued listingstandards of the NYSE American and our failure to satisfy these criteria may result in delisting of our Class A Common Stock.

Our Class A Common Stock is listed on the NYSEAmerican. In order to maintain this listing, we must maintain a certain share price, financial and share distribution targets, includingmaintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders. In addition to these objectivestandards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/oroperating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of thesecurity has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes ofprincipal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listingrequirements; (v) if an issuer’s securities sell at what the NYSE American considers a “low selling price” which theexchange generally considers $0.20 per share and the issuer fails to correct this via a reverse split of shares after notification bythe NYSE American; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in itsopinion, inadvisable. There are no assurances how the market price of our Class A Common Stock will be impacted in future periods as aresult of the general uncertainties in the capital markets and any specific impact on our Company as a result of the recent volatilityin the capital markets.

On June 12, 2023, we received an official noticeof noncompliance from NYSE Regulation stating that we are below compliance with Section 1003(a)(i) in the Company Guide since we reportedstockholders’ deficit of $(30,000) at March 31, 2023, and losses from continuing operations and/or net losses in its two most recentfiscal years ended December 31, 2022. Section 1003(a)(i) of the Company Guide requires a listed company to have stockholders’ equityof $2 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three mostrecent fiscal years.

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We are now subject to the procedures and requirementsset forth in Section 1009 of the Company Guide. As required by the notice, on July 12, 2023, we submitted a plan to NYSE American advisingof actions we have taken or will take to regain compliance with the continued listing standards by December 12, 2024. On August 29, 2023,we received a letter from NYSE American stating that they reviewed and accepted the plan, providing an extension for compliance with Section1003(a)(i) of the Company Guide until December 12, 2024. NYSE American staff will review the Company periodically for compliance withthe initiatives outlined in the plan. If we are not in compliance with the continued listing standards by December 12, 2024, or if wedo not make progress consistent with the plan during the plan period, NYSE American staff will initiate delisting proceedings, as appropriate.

If we are unable to retain compliance with allapplicable NYSE American listing standards, our Class A Common Stock would be subject to delisting. If the NYSE American delists our ClassA Common Stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our ClassA Common Stock, reduced liquidity and market price of our Class A Common Stock, decreased analyst coverage of our Class A Common Stock,and an inability for us to obtain any additional financing to fund our operations that we may need.

If our Class A Common Stock is delisted, our ClassA Common Stock may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a penny stockto be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securitieslisted on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules impose additional salespractice requirements and burdens on broker-dealers (subject to certain exceptions) and could discourage broker-dealers from effectingtransactions in our stock, further limiting the liquidity of our shares, and an investor may find it more difficult to acquire or disposeof our Class A Common Stock on the secondary market.

These factors could have a material adverse effecton the trading price, liquidity, value and marketability of our Class A Common Stock.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity.

Privacy and Security

We are entrusted with highly personal data andare committed to protecting the privacy and security of our customers and organization. Protection and access to company data is the keystoneof the cybersecurity strategy and is considered the utmost of business requirements.

We use the GDPR as our guidepost for data protectionpractices and continue to monitor emerging U.S. laws.

Our security program is built on the followingkey success factors: tightly controlled access management based on least-privilege authorization, layered defenses, continuous monitoring,vulnerability testing, rapid response, internal and supply chain risk management, strong executive support, and regular development ofa security culture. Integration of our compliance command center tool enables continuous monitoring of policy and practices covering serviceorganization control 2 (“SOC 2”) compliance.

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Protecting data privacy and security is an organizational-wideresponsibility. We protect customer data with a variety of processes and monitoring tools, such as:

Security is an ongoing focus with continuous improvementto strengthen our security posture, strengthen data protection, eliminate gaps, and expand our security-as-a-culture. We are completingour control compliance development in preparation for our initial SOC 2 Type II audit. Having a SOC 2 Report will improve our abilityto sell to large organizations and attest to our use of best practices for protecting sensitive data. SOC 2 compliant policies, procedures,and controls will make it easier to achieve other security certifications, further increasing customer confidence in our security.

For purposes of this section:

“Cybersecurity incident” meansan unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through our information systems that jeopardizesthe confidentiality, integrity, or availability of our information systems or any information residing therein.

“Cybersecurity threat” meansany potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality,integrity, or availability of our information systems or any information residing therein.

“Information systems” meanselectronic information resources, owned or used by us, including physical or virtual infrastructure controlled by such information resources,or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of our informationto maintain or support our operations.

Risk Management and Strategy

We monitor our websites and online accounts frequentlyto manage risks associated with cyber-security risks. Our website is monitored by a third party to check if the website or email serveris secure. Our webmaster informs us of any issues that may arise in the cyber sector. We are prepared to inform all parties necessaryif any breach of cyber-security were to happen. We have never had this problem and so we have never had to inform consultants, auditors,or other third parties.

We have never had a breach of cyber-security atany point in our past. The risk to us of cybersecurity threats is in data storage of customer questions and emails. A breach of customersdata could negatively materially affect our public trust and could result in loss of customers and revenue.

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Governance

Our board of directors has no specific processesfor monitoring cybersecurity within the company. There is no subcommittee specifically for monitoring cybersecurity in the company.

Our management monitors our websites and onlineaccounts frequently to manage risks associated with cyber-security risks. Our management has more than 20 years of experience workingin the technology industry, which enables it to identify cybersecurity risks associated with the Company. Our management communicateswith our board on matters of cybersecurity but, has not had to inform them of any breaches thus far.

Item 2. Properties

We do notown any real property but lease an office space on a month-to-month basis. Our principal executive offices are located at 729 N.Washington Ave., Suite 600, Minneapolis, MN 55401.

Item 3. Legal Proceedings

Smithline Family Trust II vs. FOXO TechnologiesInc. and Jon Sabes

On November 18, 2022, Smithline filed a complaintagainst the Company and Jon Sabes, our former Chief Executive Officer and a former member of our board of directors, in the Supreme Courtof the State of New York, County of New York, Index 0654430/2022. The complaint asserted claims for breach of contract, unjust enrichmentand fraud, alleging that (i) we breached our obligations to Smithline pursuant to the Financing Documents, (ii) we and Mr. Sabes wereunjustly enriched as a result of their alleged actions and omissions in connection with the Financing Documents, and (iii) we and Mr.Sabes made materially false statements or omitted material information in connection with the Financing Documents. The complaint claimeddamages in excess of a minimum of $6,206,768 on each of the three causes of action, plus attorneys’ fees and costs.

On December 23, 2022, we removed this action fromthe Supreme Court of the State of New York, County of New York to the United States District Court for the Southern District of New York,Case 1:22-cv-10858-VEC. The action was assigned to Judge Valerie E. Caproni.

On February 1, 2023, Defendant Jon Sabes movedto dismiss the Complaint as to Defendant Sabes pursuant to Fed. R. Civ. P. 12(b)(2) and 12(b)(6).

On February 22, 2023, Smithline filed an AmendedComplaint. We filed our answer to the Amended Complaint on March 8, 2023.

On March 15, 2023, Defendant Jon Sabes moved todismiss the Amended Complaint as to Defendant Sabes pursuant to Fed. R. Civ. P. 12(b)(1), (2) & (6). On April 17, 2023, Smithlinefiled its opposition to Defendant Sabes’ motion.

On November 7, 2023,Smithline and the Company and its subsidiaries, entered into the Settlement Agreement. Upon the execution of the Settlement Agreement,the parties agreed to jointly dismiss the action without prejudice.

Pursuant to the SettlementAgreement, we agreed to pay Smithline the Cash Settlement Payment, payable in full no later than the Settlement Deadline. During the SettlementPeriod, we agreed to pay Smithline out of any Equity Financing a minimum of 25% of the gross proceeds of each Equity Financing withintwo business days of our receipt of the proceeds from such Equity Financing, and which payment to Smithline would be applied toward theCash Settlement Payment. Notwithstanding the foregoing, in the event that we receive proceeds from the Strata Purchase Agreement priorto the effective date of the Settlement Agreement, Smithline will be entitled to a minimum of 25% of the gross proceeds thereof, paymentof which to Smithline would be applied toward the Cash Settlement Payment.

In addition, we agreedto use commercially reasonable efforts to pay $300,000 in cash to Smithline by December 31, 2023 toward the Cash Settlement Payment. Inthe event that we have not paid in full the Cash Settlement Payment prior to the Settlement Deadline, Smithline will be entitled to retainall proceeds received pursuant to the Settlement Agreement, the Mutual Release (as defined below) will be returned to their respectiveparties, and Smithline may pursue any claims against, among others, the Company.

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In addition, the partiesagreed that prior to Smithline receiving $300,000 in cash from us toward the Cash Settlement Payment, we may not file any resale registrationstatements and any amendments or supplements thereto without Smithline’s written consent, except for those that cover the resaleof shares of the Company’s Class A common stock currently issued or issuable to MSK, Gunnar or under the Strata Purchase Agreement.

In addition, the partiesagreed that after Smithline has received $300,000 in cash from us, in the event we register for resale shares of Common Stock which arenot issued or issuable as of the effective date of the Settlement Agreement, for a selling stockholder other than under the Strata PurchaseAgreement, during the Settlement Period, then we will be required to issue Smithline Settlement Shares at the closing price of the CommonStock immediately prior to their issuance, subject to the authorization of NYSE American if the Common Stock is then traded on such exchange,which Settlement Shares will be included for resale in such registration statement, provided, however, that the amount of Settlement Shares,if any, when aggregated with other Settlement Shares, if any, will be reduced to ensure that such aggregate amount will not exceed 19.9%of the outstanding shares of Common Stock as of the date of issuance (subject to adjustment for reverse and forward stock splits, stockdividends, stock combinations, and other similar transactions that occur after the date of the Settlement Agreement). Any net proceeds(after taking into account all brokerage, transfer agent, legal and other expenses incurred in connection with the sale of the SettlementShares, if any) received by Smithline on the sale of the Settlement Shares, if any, will be credited against the Cash Settlement Payment.

Pursuant to the SettlementAgreement, we agreed to use our best efforts to obtain an amendment to our Senior PIK Notes such that their maturity date and amortizationdates are extended to December 31, 2024. Whether such amendment is obtained or not, we agreed to not make any payments in cash or stockon such Senior PIK Notes or permit such Senior PIK Notes to convert into stock prior to the satisfaction in full of the Cash SettlementPayment.

Simultaneous with theexecution of the Settlement Agreement, Smithline and Puritan Partners LLC and the Company entered into a mutual release (the“MutualRelease”), which will be held in escrow pending notification from counsel for Smithline that 90 calendar days have elapsed sinceSmithline has received the Cash Settlement Payment in full. The Mutual Release includes the release of, in addition to the Company, JonSabes, Gunnar, Bespoke Growth Partners, Inc. and Mark Peikin, subject to their satisfaction of the conditions of the Mutual Release, includingdelivery of an executed release to counsel for Smithline releasing the Claiming Parties (as defined in the Mutual Release). Pursuant tothe Mutual Release, in the event that we file for bankruptcy and the Claiming Parties are not permitted to retain the Cash SettlementPayment or the net proceeds received on the sale of Settlement Shares, if any, the Mutual Release will be null and void and void ab initio.Further, in the event that Jon Sabes, Gunnar, Bespoke Growth Partners, Inc., or Mark Peikin commences a lawsuit or arbitration or otherwiseasserts a claim or cause of action against any of the Responding Parties (as defined in the Mutual Release) or any of the Claiming Parties,or takes any action against or otherwise hinders in any manner our ability to repay the Claiming Parties the Cash Settlement Payment ordeliver and register the Settlement Shares, if any, the release of such person or entity will be null and void and void ab initio.

Pursuant the SettlementAgreement, without the prior written consent of Smithline, we may not (x) pay KR8 AI, including its affiliates, in cash more than thesum of (A) (i) $100,000 a month for the first three months after the effective date of the Settlement Agreement and (ii) more than $50,000a month for months 4 to 12 after the effective date of the Settlement Agreement and (B) a royalty for 15% of product subscriber revenuesreceived by us, or (y) make any payment in cash or stock to Jon Sabes until the Cash Settlement Payment is paid in full.

Pursuant the SettlementAgreement, the parties agreed that Smithline may retain the Smithline Assumed Warrant issued to Smithline pursuant to the Agreement andPlan of Merger, dated February 24, 2022, as amended on April 26, 2022, July 6, 2022 and August 12, 2022, by and among the Company, DWINMerger Sub Inc., DIAC Sponsor LLC, and Legacy FOXO; provided, however, that the Smithline Assumed Warrant will be automatically cancelledimmediately upon Smithline’s receipt of the Cash Settlement Payment, in full. Further, due to the fact that we did not pay the CashSettlement Payment, in full, prior to warrant’s expiration on February 23, 2024, the Smithline Assumed Warrant was automaticallyextended for a year until February 23, 2025, subject to cancellation upon Smithline’s receipt of the Cash Settlement Payment. Fromthe effective date of the Settlement Agreement until the Settlement Deadline, Smithline may not exercise any of its rights under the SmithlineAssumed Warrant so long as we comply with the Settlement Agreement. In the event we or any of our subsidiaries are subject to a BankruptcyEvent (as defined in the Debenture) then immediately prior to the occurrence of such Bankruptcy Event, the Smithline Assumed Warrant willbe converted into an unsecured debt obligation of the Company and its subsidiaries in the amount of $3,500,000 less the cash proceedspaid by us to Smithline under the Settlement Agreement or the net proceeds received by Smithline on the sale of any Settlement Shares,if any, in satisfaction of the Cash Settlement Payment.

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On May 28, 2024, we enteredinto an Exchange Agreement with Smithline pursuant to which Smithline exchanged the Smithline Assumed Warrant for the right to receiveup the Rights Shares, subject to a 4.99% beneficial ownership limitation and issued without any restrictive legends. The total numberof Rights Shares that may be issued under the agreement, will be limited to 19.99% of our outstanding shares of Class A Common Stock,unless stockholder approval is obtained to issue more than 19.99% Upon the execution of the agreement and receipt of all of the RightsShares, the Smithline Assumed Warrant, and all associated rights thereunder will be terminated.

We are currently in defaultof the Settlement Agreement and are currently in negotiations with Smithline on a resolution.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s CommonEquity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

Our Class A Common Stock is currently listed onNYSE American under the symbol “FOXO.” The Public Warrants (as defined below) are currently quoted on the OTC Pink Marketplaceunder the symbol “FOXOW.”

The closing price of our Class A Common Stockon June 3, 2024 was $0.3540.

The closing price of the Public Warrants on June3, 2024 was $0.0043.

Holders of Record

As of June 3, 2024, there were 60 active holdersof record of shares of our Class A Common Stock, one holder of record of Public Warrants, nine holders of record of private warrants andone holder of record of Smithline Assumed Warrants. We believe a substantially greater number of beneficial owners hold shares of ClassA Common Stock or Public Warrants through brokers, banks or other nominees.

Dividends

We have never declared or paid any cash dividendon our capital stock. We do not anticipate paying any cash dividends in the foreseeable future and we intend to retain all of our earnings,if any, to finance our growth and operations and to fund the expansion of our business. Payment of any dividends will be made in the discretionof our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and resultsof operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatoryrestrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factorsas our board of directors may deem relevant. In addition, our ability to pay dividends is limited by our credit facilities and may belimited by covenants of other indebtedness we or our subsidiaries incur in the future. We do not anticipate declaring any cash dividendsto holders of our Class A Common Stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plan

For information regarding securities authorizedfor issuance under equity compensation plans, please refer to “Item 12-Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters.”

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysisof Financial Condition and Results of Operations

References to “FOXO” the “Company,”“us,” “our” or “we” refer to FOXO Technologies Inc. and its consolidated subsidiaries. The followingdiscussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity,capital resources and cash flows of our Company as of and for the periods presented below. The following discussion should be read inconjunction with our consolidated financial statements and related notes included under “Item 8. Financial Statements” inthis Annual Report.

Dollar amounts are in thousands, unless otherwisenoted.

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Formation

We were formed as a limited liability companyon November11, 2019, following our separation from GWG Holdings, Inc. We were previously named InsurTech Holdings, LLC and FOXOBioScience LLC.On November13, 2020, FOXO Bioscience LLC completed a conversion to a C Corporation and became FOXO.

Effective September 15, 2022, we consummated ourpreviously announced Business Combination pursuant to the Merger Agreement, whereby DWIN Merger Sub Inc. merged with and into Legacy FOXO,with Legacy FOXO surviving as a wholly-owned subsidiary of the Company. Upon consummation of our Business Combination, our name changedfrom Delwinds Insurance Acquisition Corp. to FOXOTechnologies Inc.

Overview

FOXO is focused on commercializing scientificdiscoveries in health and longevity. A pivotal moment in the field of longevity science came with the discovery that epigenetics couldbe used to develop measures of health, including biological aging, according to an article published in the scientific journal, Nature,in 2014. In recent years, we and other scientists have extended these findings to assess tobacco, alcohol, blood cell composition, andother health measures based on discovered epigenetic biomarkers. To that end, FOXO is dedicated to research and development in order toprovide data-driven insights based on the numerous health measures that can be determined through this unique dimension of biology andused to foster optimal health and longevity for both individuals and organizations. We believe there is value in what these biomarkerswill be able to provide to the world. Current testing options can be inaccurate, piecemeal, and often require obtaining a blood sample.Epigenetic biomarkers may pave the path for a fully comprehensive, at-home, low-cost test that could, with other existing testing, offera much easier, more detailed sense of one’s health.

At the same time, we believe there exists a significantbottleneck in scientific research and product development using epigenetic data. Due to the complexity of the data, many scientists areunaware of how to properly process such data or take full advantage of the available tools. With our experience in bringing to marketnew tools (both software and hardware) and know-how (our Bioinformatics Services and analytic consulting), we believe we are well-positionedto help reduce barriers in advancing epigenetic research and the development of epigenetic-based products. Thus, we have chosen strategicallyto extend our expertise in epigenetic data processing and analysis to outside parties in an effort to further accelerate new discoveries.This work not only allows us to generate revenue, but also continue our work in developing improved ways in processing and analyzing thisimportant data.

Historically, we have had two core product offeringsrelated to the commercialization of epigenetic science: the “Underwriting Report,” and the “Longevity Report™.”The Underwriting Report, which has been under development and is currently paused until we increase our cash resources in order to continueadditional research and development, is intended to allow us to leverage a single assay testing process to generate a panel of impairmentscores that could be applied by life insurance underwriters to more efficiently assess clients during the underwriting process and providea more personalized risk assessment. The Longevity Report, sales of which have also been paused as we redevelop and re-strategize aroundthis product, was designed as a customer-facing consumer engagement product that provides actionable insights based on one’s biologicalage and other epigenetic measures of health and wellness.

Historically, we were operationalizing a salesand distribution platform focused on recruiting independent life insurance agents to sell life insurance with longevity-promoting productssuch as our Longevity Report. We previously marketed and sold life insurance products underwritten and issued by third-party carriersthrough distribution relationships. The MGA Model allowed us to appoint sales agents and producers to sell insurance products for specificcarriers and earn commissions on subsequent policy sales. On October 2, 2023, we decided to pause sales of new life insurance productsand move existing producers out of the MGA Model hierarchy to further conserve cash resources and focus resources on FOXO Labs (describedbelow).

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Exploration of Strategic Alternatives andRestructuring

In conjunction with the recent departure of ourformer Interim Chief Executive Officer and our former Chief Science Officer and the appointment of Mark White as our Interim Chief ExecutiveOfficer and Martin Ward as our Interim Chief Financial Officer, we are undertaking an exploration of strategic alternatives focused on,among other things, consumer-facing AI technology-based applications and solutions and maximizing stockholder value, including, withoutlimitation, a business combination involving us and our existing AI technology and a sale of all or part of our assets and/or restructurings.We have not set a timetable for completion of the exploration process, and our management has only begun to make decisions related tostrategic alternatives, which remain subject to their ongoing review, and which include but are not limited to:

There can be no assurance that the explorationprocess will result in any strategic alternative, or as to its outcome or timing.

Segments

We have managed and classified our business intotwo reportable business segments, FOXO Labs and FOXO Life. While we have decided to pause sales of new life insurance products, we stillintend to continue to classify our business into the two reportable business segments.

FOXO Labs

FOXO Labs performs research and development andis commercializing proprietary epigenetic biomarker technology. Our research demonstrates that epigenetic biomarkers, collected from salivaor blood, provide meaningful measures of health and lifestyle factors. FOXO Labs anticipates recognizing revenue related to sales of itsBioinformatics Services and from the commercialization of research and development activities, which may include the Underwriting Report,Longevity Report, or as a result of other commercialization opportunities including a potential AI platform for the delivery of healthand well-being data-driven insights to individuals, healthcare professionals and third-party service providers as discussed above.

FOXO Labs currently recognizes revenue from providingepigenetic testing services and collecting a royalty from Illumina, Inc. related to the sales of the Infinium Mouse Methylation Array.FOXO Labs conducts research and development, and such costs are recorded within research and development expenses on the consolidatedstatements of operations.

FOXO Labs had operated its Bioinformatics Servicesas an ancillary offering, with revenue recognized as epigenetic biomarker services in our historical financial statements, but now looksto it as a primary offering. Bioinformatics Services provide a data processing, quality checking, and data analysis service using FOXO’scloud-based bioinformatics pipeline, referred to as our epigenetics, longevity, or methylation pipeline in our historical financial statements.FOXO Labs accepts raw data from third party labs and converts that data into usable values for customers.

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Comparability ofFinancial Results

On September 15, 2022,we consummated the transactions contemplated by the Merger Agreement. Immediately upon the Closing, the name of the combined company waschanged to FOXO Technologies Inc.

Legacy FOXO was determinedto be the accounting acquirer in the Business Combination. Accordingly, the acquisition of Legacy FOXO by the Company was accounted foras a reverse recapitalization. Under this method of accounting, the Company was treated as the acquiree for financial reporting purposes.The net assets of the Company were stated at their historical cost, with no goodwill or other separately identifiable intangible assetsrecorded. The balance sheet, results of operations and cash flows prior to the Business Combination are those of Legacy FOXO.

In accordance with theterms of the Merger Agreement, at Closing, the Company (i) acquired 100% of the issued and outstanding Legacy FOXO Class A common stock(the “FOXO Class A Common Stock”) in exchange for equity consideration in the form of the Company’s Class A CommonStock, (ii) acquired 100% of the issued and outstanding shares of Legacy FOXO Class B common stock (the “FOXO Class B CommonStock”) in exchange for equity consideration in the form of the Company’s Class A Common Stock.

Immediately prior tothe Closing, the following transactions occurred:

As a result of and uponthe Closing, among other things, (1) all outstanding shares of FOXO Class A Common Stock (after giving effect to the conversion of theFOXO Preferred Stock into shares of FOXO Class A Common Stock) and FOXO Class B Common Stock were converted into 1,551,871 shares of theCompany’s Class A Common Stock, (2) all FOXO options and FOXO warrants outstanding immediately before the Closing (“AssumedOptions” and “Assumed Warrants”, as applicable) were assumed and converted, subject to adjustment pursuantto the terms of the Merger Agreement, into options and warrants, respectively, of the Company, exercisable for share of the Company’sClass A Common Stock and (3) other than the Assumed Options and Assumed Warrants, all other convertible securities and other rights topurchase capital stock Legacy FOXO were retired and terminated, if they were not converted, exchanged or exercised for Legacy FOXO stockimmediately prior the Closing.

Recent Developments

Asset Impairment

In April of 2023 andas part of the Company’s planning, the Company finalized its objectives and key results (“OKRs”) for the secondquarter of 2023. As part of the OKR process, the Company’s goals to support the digital insurance platform indicated that the mannerin which the digital insurance platform is used and corresponding cash flows would no longer support the asset. Accordingly, the Companyrecognized a $1,425 impairment loss in April of 2023 representing the remaining unamortized balance of the digital insurance platformat the date of impairment.

In June of 2023, theCompany determined that both the underwriting API and longevity API were fully impaired as it no longer forecasted positive cash flowsfrom the Longevity Report or Underwriting Report. For the Longevity Report, the Company sells the associated product at cost. For theUnderwriting Report, the Company no longer expects sales during the amortization period. Accordingly, the Company has determined the assetsare not recoverable and the cash flows no longer support the assets. The Company recognized impairment charges of $630 and $578 for theunderwriting API and longevity API, respectively.

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Layoffs

On July 21, 2023, theCompany reduced its employee headcount via layoffs from 22 employees to 15 employees. In September and October, a further 11 staff leftthe Company, leaving a headcount remaining of 4 employees at that time. These layoffs allowed the Company to reduce its operating expenseswhile tailoring its strategic focus towards initiatives such as its Bioinformatics Services as described below.

Longevity Report

The Company’s datamodels were developed using a specific array and our provider now has an updated array. The Company needs to recompute the data models.Additional content is also being developed as a result of market research findings. The Longevity Report is currently on hold as a resultof these developments.

Bioinformatics Services

On July 19, 2023, theCompany announced the launch of Bioinformatics Services. Bioinformatics Services offers a comprehensive platform of advanced data solutionstailored to meet the specific needs of clients in academia, healthcare, government, and pharmaceutical research.

Business Plan

The Company is in theprocess of reviewing its strategic goals. The July 21, 2023 layoffs allowed the Company to reduce its operating expenses while tailoringits strategic focus towards initiatives such as the Company’s recently announced Bioinformatics Services, which offers epigeneticdata processing and analysis. The Company anticipates a continued focus on epigenetics and longevity while expanding its focus outsideof life insurance and more on health and wellness.

2023 Private Placement

From July 14, 2023 throughJuly 20, 2023 (each such date, a “First Tranche Closing Date”), we entered into three separate Stock Purchase Agreements(the “Stock Purchase Agreements”), which have substantially similar terms, with three accredited investors (the “Buyers”),pursuant to which we agreed to issue and sell to the Buyers, in a private placement (the “2023 Private Placement”),in two separate tranches each, an aggregate of up to 562,500 shares of our Class A Common Stock at a price of $0.80 per share, for aggregategross proceeds of $450.

Pursuant to the termsof the Stock Purchase Agreements, the Buyers initially purchased an aggregate of 281,250 shares of our Class A Common Stock on the applicableFirst Tranche Closing Dates, and purchased an aggregate of 281,250 additional shares of Class A Common Stock on August 4, 2023, followingthe effectiveness of the registration statement covering all of the shares of our Class A Common Stock issued in the 2023 Private Placement,which occurred on August 3, 2023.

On August 23, 2023, weentered into three additional Stock Purchase Agreements (the “Second Round SPAs”) and Registration Rights Agreements(the “Second Round RRAs”), with the Buyers, pursuant to which we issued and sold to the Buyers, in the second roundof the 2023 Private Placement (the “2023 PIPE Second Round”), in two separate tranches each, an aggregate of 366,876shares of our Class A Common Stock at the per share price of $0.80 for aggregate gross proceeds of $293.5 and aggregate net proceeds ofapproximately $217, after deducting placement agent fees and other offering expenses. Pursuant to the terms of the Second Round SPAs,the Buyers initially purchased an aggregate of 183,438 shares of our Class A Common Stock on August 23, 2023, and purchased an aggregateof 183,438 additional shares of our Class A Common Stock on September 7, 2023, following the effectiveness of a second resale registrationstatement, which was declared effective by the SEC on September 6, 2023.

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Assumed Warrants

At Closing of the Business Combination, the Companyassumed the Assumed Warrants and exchanged the Assumed Warrants for common stock warrants to purchase190,619shares of theCompany’s Class A Common Stock. Each Assumed Warrant entitled the holder to purchaseoneshare of the Company’sClass A Common Stock at a price of $62.10per share, subject to adjustment. The Assumed Warrants are exercisable over a three-yearperiod from the date of issuance or until February 23, 2024. (The expiration date of certain of the Assumed Warrants has been extendeduntil February 23, 2025 in connection with a lawsuit as more fully discussed in “Item 3. Legal Proceedings - Smithline FamilyTrust II vs. FOXO Technologies Inc. and Jon Sabes” herein. During the year ended December 31, 2023, 164,751 of the Assumed Warrantswere tendered for shares of the Company’s Class A Common Stock under the terms of the Exchange Offer discussed below. After theExchange Offer 25,868Assumed Warrants remained outstanding. The terms of the Assumed Warrants include a down round provision thatshould the Company issue its common stock and common stock equivalents, subject to certain exempt issuances, for consideration of lessthan $62.10per share then the exercise price shall be lowered to the new consideration amount on a per share basis with a simultaneousand corresponding increase to the number of warrants. During the year ended December 31, 2023, the down round provision was triggered.As a result, at December 31, 2023, 2,007,848 Assumed Warrants were outstanding with an exercise price of $0.80 per share. The incrementalvalue of the modification to the Assumed Warrants as a result of the trigger of the down round provisions of $912, was recorded as a deemeddividend in the year ended December 31, 2023. Also, during the year ended December 31, 2023, we recorded a deemed dividend of $2,466 asa result of the Exchange Offer discussed below.

Exchange Offer, PIKNote Offer to Amend and 2022 Bridge Debenture Release

On May 26, 2023, we consummatedtwo issuer tender offers: (i) the Offer to Exchange Warrants to Acquire Shares of Class A Common Stock and Consent Solicitation, commencedon April 27, 2023 (the “Exchange Offer”), pursuant to which we offered all holders of Assumed Warrants 48.3 sharesof Class A Common Stock in exchange for each Assumed Warrant tendered and (ii) the Offer to Amend 15% Senior Promissory Notes and ConsentSolicitation, commenced on April 27, 2023 (the “PIK Note Offer to Amend”), pursuant to which we offered all holdersof our Senior PIK Notes 0.125 shares of Class A Common Stock for every $1.00 of the Original Principal Amount (as defined in the SeniorPIK Notes) of such holder’s Senior PIK Notes, in exchange for the consent by such holder of Senior PIK Notes to amendments to theSenior Promissory Note Purchase Agreement, dated September 20, 2022, between us and each purchaser of Senior PIK Notes (the “PIKNote Purchase Agreement”). The Exchange Offer and the PIK Note Offer to Amend each expired at 11:59 p.m., Eastern Time, on May26,2023 (the “Exchange Offer Expiration Date” or the “PIK Note Offer to Amend Expiration Date,” asapplicable).

As part of the ExchangeOffer, the Company also solicited consents from holders of the Assumed Warrants to amend and restate in its entirety the Securities PurchaseAgreement, dated as of January 25, 2021 (the“Original Securities Purchase Agreement”), by and between LegacyFOXO (and assumed by the Company in connection with the Business Combination) and each purchaser of 12.5% Original Issue Discount ConvertibleDebentures issued in 2021 by Legacy FOXO (the “2021 Bridge Debentures”) and warrants to purchase shares of FOXO ClassA Common Stock, as amended (together with the 2021 Bridge Debentures, the “Original Securities”) identified on thesignature pages thereto, which governs all of the Assumed Warrants and the Original Securities (together with the Assumed Warrants, the“Securities”), pursuant to the terms of an Amended and Restated Securities Purchase Agreement (the “Amendmentand Restatement”), to provide that the issuance of shares of Class A Common Stock and certain issuances of Common Stock Equivalents(as defined in the Original Securities Purchase Agreement) in connection with the Exchange Offer, the PIK Note Amendment (as defined below),the 2022 Bridge Debenture Release (as defined below), a Private Placement (as defined below) and a Public Financing (as defined below),and as Private Placement Additional Consideration (as defined below), as well as any previous issuance of Class A Common Stock or CommonStock Equivalents (as defined in the Original Securities Purchase Agreement), do not trigger, and cannot be deemed to have triggered,any anti-dilution adjustments in the Securities.

In order to tender AssumedWarrants in the Exchange Offer, holders were required to consent to the Amendment and Restatement and a general release (the“ExchangeOffer General Release Agreement”). Holders who tendered their Assumed Warrants in the Exchange Offer were deemed to have authorized,approved, consented to and executed the Amendment and Restatement and the Exchange Offer General Release Agreement.

The consummation of theExchange Offer was conditioned upon, among other things, stockholder approval of the issuance of our Class A Common Stock as requiredby NYSE American Company Guide Section 713, and that Assumed Warrants, the holders of which purchased at least 50.01% in interest of the2021 Bridge Debentures based on the initial Subscription Amounts (as defined in the Original Securities Purchase Agreement) thereof (whichis the minimum amount required to amend and restate the Original Securities Purchase Agreement), are tendered in the Exchange Offer.

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An aggregate of 164,751Assumed Warrants were tendered in the Exchange Offer, the holders of which purchased at least 50.01% in interest of the 2021 Bridge Debenturesbased on the initial Subscription Amounts thereof. The Company’s stockholders approved the issuance of our Class A Common Stockin connection with the Exchange Offer at the Company’s 2023 Annual Meeting of Stockholders held on May 26, 2023. We issued an aggregateof 795,618 shares of our Class A Common Stock to the holders of Assumed Warrants who participated in the Exchange Offer, on the termsand subject to the conditions of the Exchange Offer. The Amendment and Restatement and the Exchange Offer General Release Agreement areeach effective as of the Exchange Offer Expiration Date.

Pursuant to the PIK NoteOffer to Amend, the Company solicited approval from holders of Senior PIK Notes to amend the PIK Note Purchase Agreement to permit thefollowing issuances by the Company of its Class A Common Stock and Common Stock Equivalents (as defined in the PIK Note Purchase Agreement)without prepaying the Senior PIK Notes: (i) the issuance of shares of the Company’s Class A Common Stock in connection with thePIK Offer Note Offer to Amend, (ii) the issuance of shares of the Company’s Class A Common Stock in connection with the ExchangeOffer, (iii) the issuance of shares of the Company’s Class A Common Stock or Common Stock Equivalents (as defined in the PIK NotePurchase Agreement) in connection with the 2022 Bridge Debenture Release (as defined below), (iv) the issuance of shares of the Company’sClass A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement) in (a) a private placement of the Company’sequity, equity-linked or debt securities resulting in gross proceeds to the Company no greater than $5 million (a “Private Placement”)and/or (b) a registered offering of the Company’s equity, equity-linked or debt securities resulting in gross proceeds to the Companyno greater than $20 million (a “Public Financing”); provided that (A) the proceeds of a Private Placement resultingin gross proceeds to the Company of at least $2 million are used by the Company to prepay not less than 25% of the Outstanding PrincipalBalance (as defined in the Senior PIK Notes) as of the date of prepayment on a pro rata basis upon the closing of such Private Placement,and (B) the proceeds of a Public Financing resulting in gross proceeds to the Company of at least $10 million are used by the Companyto prepay all of the Outstanding Principal Balance as of the date of prepayment upon the closing of such Public Financing, and (v)theissuance of shares of the Company’s Class A Common Stock or Common Stock Equivalents (as defined in the PIK Note Purchase Agreement)as Private Placement Additional Consideration (as defined below) (collectively, the “PIK Note Amendment”).

In order to participatein the PIK Note Offer to Amend, in addition to consenting to the PIK Note Amendment, holders of Senior PIK Notes were required to consentto a general release (the “PIK Note Offer to Amend General Release Agreement”). Holders who participated in the PIKNote Offer to Amend were deemed to have authorized, approved, consented to and executed the PIK Note Amendment and the PIK Note Offerto Amend General Release Agreement.

The consummation of thePIK Note Offer to Amend was conditioned upon, among other things, stockholder approval of the issuance of the Company’s Class ACommon Stock as required by NYSE American Company Guide Section 713, and the receipt of consent of holders that purchased at least 50.01%in interest of the aggregate principal balance of the Senior PIK Notes (which is the minimum amount required to amend the PIK Note PurchaseAgreement) (the“Majority Consent”).

All Senior PIK Note holdersparticipated in the PIK Note Offer to Amend, and therefore Majority Consent was obtained. The Company’s stockholders approved theissuance of the Company’s Class A Common Stock in connection with the PIK Note Offer to Amend at the annual meeting. We issued anaggregate of 432,188 shares of our Class A Common Stock on a pro rata basis to the Senior PIK Note holders who participated in the PIKNote Offer to Amend, on the terms and subject to the conditions of the PIK Note Offer to Amend. The PIK Note Amendment and the PIK NoteOffer to Amend General Release Agreement are each effective as of the PIK Note Offer to Amend Expiration Date.

Because the PIK NoteAmendment was approved, if the Company conducts a Private Placement, each investor who participates in the Private Placement who was aholder of Assumed Warrants or Senior PIK Notes as of the commencement of the Exchange Offer or the PIK Note Offer to Amend, as applicable,and each former holder of 2022 Bridge Debentures, may receive additional shares of the Company’s Class A Common Stock or CommonStock Equivalents (as defined in the Original Securities Purchase Agreement or the PIK Note Purchase Agreement, as applicable) in additionto the other terms of such Private Placement offered to all investors, whether or not such holder participated in the Exchange Offer orthe PIK Note Offer to Amend, as applicable (the “Private Placement Additional Consideration”).

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Additionally, we issuedour Class A Common Stock in exchange for a general release by the former holders of 10% Original Issue Discount Convertible Debenturesissued in 2022 by Legacy FOXO (the “2022 Bridge Debentures”), which 2022 Bridge Debentures were automatically convertedinto Class A common stock of Legacy FOXO and exchanged by the Company for its ClassA Common Stock in connection with the BusinessCombination (the “2022 Bridge Debenture Release”). Each former holder of the 2022 Bridge Debentures that executed the2022 Bridge Debenture Release received 0.067 shares of the Company’s Class A Common Stock for every $1.00 of Subscription Amount(as defined in the securities purchase agreements governing the 2022 Bridge Debentures) of the 2022 Bridge Debentures previously heldby such holder. Pursuant to the 2022 Bridge Debenture Release, two former holders of 2022 Bridge Debentures representing an aggregateSubscription Amount of $10,500 executed such general release, and we issued an aggregate of 703,500 shares of our Class A Common Stockto such former holders of the 2022 Bridge Debentures.

The Company filed a registrationstatement on Form S-1, File No. 333-272892, covering all of the shares of its Class A Common Stock issued pursuant to the Exchange Offer,the PIK Note Offer to Amend and the 2022 Bridge Debenture Release, which was declared effective by the SEC on July 6, 2023.

Delisting of PublicWarrants

On May 15, 2023, NYSEAmerican LLC (“NYSE American”) provided a written notice to the Company that NYSE American had halted trading in theCompany’s warrants, each exercisable for one share of the Company’s Class A Common Stock at an exercise price per share of$115.00 (the “Public Warrants”), on NYSE American due to the low trading price of the Public Warrants. On May 16, 2023,NYSE American provided written notice to the Company and publicly announced that NYSE Regulation has determined to commence proceedingsto delist the Public Warrants and that the Public Warrants are no longer suitable for listing pursuant to Section 1001 of the NYSE AmericanCompany Guide due to the low trading price of the Public Warrants.

On May 24, 2023, thePublic Warrants began trading on the OTC Pink Marketplace under the symbol “FOXOW”.

Non-GAAP FinancialMeasures

To supplement our financialinformation presented in accordance with U.S.GAAP, management periodically uses certain “non-GAAP financial measures,”as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future.Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cashflows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presentedin accordance with U.S.GAAP.For example, non-GAAP measures may exclude the impact of certain items such as acquisitions, divestitures,gains, losses and impairments, or items outside of management’s control. Management believes that the following non-GAAP financialmeasure provides investors and analysts useful insight into our financial position and operating performance. Any non-GAAP measure providedshould be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S.GAAP.Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presentedby other companies and therefore may not be comparable among companies.

Adjusted EBITDA providesadditional insight into our underlying, ongoing operating performance and facilitates period-to-period comparisons by excluding the earningsimpact of interest, tax, depreciation and amortization, non-cash change in fair value of convertible debentures and warrants, stock-basedcompensation, write offs and impairment. Management believes that presenting Adjusted EBITDA is more representative of our operationalperformance and may be more useful for investors. Adjusted EBITDA along with a reconciliation to net loss is shown in Other OperatingData within the Results of Operations below.

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Results of Operations

Upon closing of the Business Combination, we changedour name to FOXO Technologies Inc. Results of operations included within this Annual Report pertaining to periods ending prior to theClosing of the Business Combination on September 15, 2022 are those of Legacy FOXO.

Years Ended December 31, 2023 and 2022

Revenues. Total revenues were $145for the year ended December 31, 2023, compared to $511 for the year ended December 31, 2022, a decrease of $366. During the year endedDecember 31, 2023, FOXO Labs’s revenues decreased by $357 compared to the prior year. This decrease was primarily driven by a $301decrease in revenues from Epigenetic biomarker services and a $56 decrease in royalty revenues related to a reduction of the royalty rateon Illumina, Inc.’s license to manufacture and sell Infinium Mouse Methylation Arrays from 5% to 1.5%. The remaining decrease of$9 primarily related to life insurance commissions earned as we ceased placing policies from our FOXO Life business during 2023.

Research and Development.Researchand development expenses were $901 or the year ended December 31, 2023, compared to $3,047 for the year ended December 31, 2022. The decreaseof $2,146, or 70%, was driven by $696 of expenses incurred in the year ended December 31, 2022 associated with a clinical trial agreementwith The Brigham and Women’s Hospital, Inc., the majority of which related to a payment at contract inception. The research studyassociated with this arrangement is no longer being pursued by the Company. Also contributing to the decrease in the year ended December31, 2023 compared to 2022, were lower employee-related expenses and professional services as we reduced our cost structure following theclosing of the Business Combination as well as research and development projects that are no longer ongoing.

Management Contingent Share Plan. Duringthe year ended December 31, 2023, forfeitures of 419,132 unvested shares previously granted under the Management Contingent Share Planresulted in a reduction of compensation expense under the plan of ($732) compared to compensation expense of $10,091 for the year endedDecember 31, 2022. The expense for the year ended December 31, 2022, was a result of issuing awards as of part of the Business Combination.$8,695 of the expense recognized on the Management Contingent Share Plan in the year ended December 31, 2022 related to the service-basedconditions that no longer applied to the former CEO and is subject to forfeiture pending conclusion of the Board of Director’s review.As of December 31, 2023, the Board of Directors was in process of reviewing whether our former Chief Executive Officer, Jon Sabes, wasterminated with or without cause. Accordingly, we have yet to make a determination on our obligations to the former Chief Executive Officer.We have recognized expenses related to his Management Contingent Share Plan during the year ended December 31, 2022 per the terms of thatarrangement while the matter remains under review.

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Impairments of Intangible Assets and CloudComputing Arrangements.During the year ended December 31, 2023, total impairment losses were $2,633. The impairment lossesrecorded were $630 for an underwriting API intangible asset, $578 for a longevity API intangible asset and $1,425 for cloud computingarrangements, that is, a digital insurance platform. In June of 2023, management determined that these assets were fully impaired as managementno longer forecasted positive cash flows from the longevity report, underwriting report or digital insurance platform. For the longevityreport, the Company sold the associated product at cost. For the underwriting report, the Company no longer expected sales during theamortization period. For the digital insurance platform, the manner in which the asset was used, and the corresponding cash flows no longersupported the asset. For the year ended December 31, 2022, the total impairment losses were $1,370. The impairment losses in 2022 were$1,307 for health study tool and $63 for an insurance license.

Selling, General and Administrative.Selling,general and administrative expenses were $19,399 for the year ended December 31, 2023, compared to $25,826 for the year ended December31, 2022. The decrease of $6,427, or 25%, was primarily driven by a $4,494 reduction in wages due to reductions in head count, the completionof a consulting agreement as we recognized $2,973 less compensation costs associated with the amortization of the consulting agreementin 2023 compared to 2022 and a reduction of other consulting services, software expenses and other expenses as part of our cost-cuttingefforts in 2023. Additionally, we incurred $1,600 of expense related to the Cantor Commitment Fee in 2022 with no comparable expense in2023. These decreases were partially offset by incremental costs of being a public company, insurance expense and amortization expensefor our intangible assets prior to recording the impairment losses on these assets during 2023. In addition, during the year ended December31, 2023, we wrote off $1,313 of supplies. The supplies consisted of Epic + arraysthat were used to process epigenetic data and were purchased in 2022 and mouse arrays, as well as associated saliva test kits. As of thefourth quarter of 2023, the Company had completed all of its open projects that used these arrays and kits, and it did not have any contractsin the near future for additional projects. Also, the arrays were outside of the warranty periods. As such, since the Company did nothave any upcoming plans for these arrays and kits, it determined it was appropriate to write off the remaining arrays and kits as of December31, 2023.

Non-Cash Change in Fair Value of ConvertibleDebentures. We did not incur a non-cash change in fair value of convertible debentures for the year ended December 31, 2023. Forthe year ended December 31, 2022, we recorded a non-cash change in fair value of convertible debentures of $28,180 aswe elected the fair value option accounting method for the convertible debt, which requires recognition at fair value upon issuance andon each balance sheet date thereafter.

Change in Fair Value of Warrant Liabilities.The change in fair value of warrant liabilities was $303 for the year ended December 31, 2023, compared to $2,076 for the year ended December31, 2022. The warrant liability fluctuates based on the closing price of our Class A Common Stock, which was lower on December 31, 2023,compared to December 31, 2022.

Loss from PIK Note Amendment and 2022 DebentureRelease. During the year ended December 31, 2023, we incurred a loss from the PIK Note Amendment and the 2022 Debenture Releaseof $3,521 resulting from the value of our Class A Common Stock issued to the holders of the Senior PIK Notes and 2022 Debentures to effectthe amendment and release.

Forward Purchase Agreement Expense.There was no forward purchase agreement expense for the year ended December 31, 2023. For the year ended December 31, 2022, theforward purchase agreement expense was $27,337 due to the forward purchase agreement entered into as part of the Business Combinationand the decline in the price of our Class A Common Stock. The expense primarily relates to the cancellation of the agreement, amountsreleased from escrow to the counterparty as a result of open market sales and settling the collateral liability.

Other Non-Operating Expenses, Net. Werecognized other non-operating expenses. net of $1,045 for the year ended December 31, 2023, compared to $1,647 for the year ended December31, 2022. These expenses for the year ended December 31, 2023, are primarily interest expense on the Senior PIK Notes and for the yearended December 31, 2022, are primarily interest expense incurred in connection with the 2021 Bridge Debentures.

Net Loss. Net loss was $26,451 forthe year ended December 31, 2023, which reflects a decrease of $68,804 or 72% from the $95,255 net loss for the year ended December 31,2022. This decrease was primarily due to a decrease in the loss from operations of $17,979 in 2023, compared to 2022, the $28,180 non-cashchange in fair value of convertible debentures in 2022 and the $27,337 of expense from the forward purchase agreement in 2022. Partiallyoffsetting the decrease for the year ended December 31, 2023, was a $1,773 reduction in the change in fair value of warrant liability,the $3,521 loss from PIK Note Amendment and 2022 Debenture Release and a $602 decrease in other non-operating expenses in 2023 as comparedto 2022. Additionally, deemed dividends of $3,378 related to the Exchange Offer and the trigger of the down round provisions of the AssumedWarrants were recognized for the year ended December 31, 2023, resulting in a net loss to common stockholders of $29,829.

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Analysis of Segment Results:

The following is an analysis of our results byreportable segment for the year ended December 31, 2023 compared to the year ended December 31, 2022. The primary income measure usedfor assessing reportable segment performance is earnings before interest, income taxes, depreciation, amortization, and equity-based compensation.Segment Losses by reportable segment also excludes corporate and other costs, including management, IT, and overhead costs. For furtherinformation regarding our reportable business segments, please refer to our consolidated financial statements and related notes includedelsewhere in this Annual Report.

FOXO Labs

Revenues. Total revenues were $126and $483 for the year ended December 31, 2023 and 2022, respectively, a decreased of $357. This decrease was primarily driven by a $301decrease in revenues from Epigenetic biomarker services and a $56 decrease in royalty revenues related to a reduction of the royalty rateon Illumina, Inc.’s license to manufacture and sell Infinium Mouse Methylation Arrays from 5% to 1.5%.

Segment Losses. Segment losses were$2,149 for the year ended December 31, 2023, compared to losses of $2,769 for the year ended December 31, 2022. The reduction in the lossesof $620 was driven by $686 of expenses incurred in the year ended December 31, 2022 associated with a clinical trial agreement with TheBrigham and Women’s Hospital, Inc., the majority of which related to a payment at contract inception. The research study associatedwith this arrangement is no longer being pursued by the Company. Lower employee-related expenses and professional services to reduce ourcost structure following the closing of the Business Combination as well as research and development projects that are no longer ongoingalso contributed to the period over period decrease in research and development expenses. Partially offsetting the reduction in losses,was the $357 decrease in revenues for the year ended December 31, 2023, compared to the year ended December 31, 2022 and a $1,313 writeoff supplies in the year ended December 31, 2023. The supplies consisted of Epic+ arrays that were used to process epigenetic data and were purchased in 2022 and mouse arrays, as well as associated saliva test kits.As of the fourth quarter of 2023, the Company had completed all of its open projects that used these arrays and kits and it did not haveany contracts in the near future for additional projects. Also, the arrays were outside of the warranty periods. As such, since the Companydid not have any upcoming plans for these arrays, and kits it determined it was appropriate to write off the remaining arrays and kitsas of December 31, 2023.

FOXO Life

Revenues. Total revenues were $19for the year ended December 31, 2023 compared to $28 for the year ended December 31, 2022. The decrease was due to reduced life insurancecommissions earned as we ceased placing policies from our FOXO Life business during 2023.

Segment Losses. Segment Losses were$1,645 for the year ended December 31, 2023, compared to losses of $3,735 for the year ended December 31, 2022. The decrease in the lossesof $2,090 was driven by lower employee-related expenses and professional services to reduce our cost structure following the closing ofthe Business Combination, partially offset by a $251 loss on the sale of FOXO Life Insurance Company on February 3, 2023.

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Other Operating Data:

We use Adjusted EBITDA to evaluate our operatingperformance. Adjusted EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP,and our calculations thereof may not be comparable to those reported by other companies. We believe Adjusted EBITDA is an important measureof operating performance and provides useful information to investors because it highlights trends in our business that may not otherwisebe apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on our operating performance.Adjusted EBITDA, as presented herein, is a supplemental measure of our performance that is not required by, or presented in accordancewith, U.S. GAAP. We use non-GAAP financial measures as supplements to our U.S. GAAP results in order to provide a more complete understandingof the factors and trends affecting our business. Adjusted EBITDA is a measure of operating performance that is not defined by U.S. GAAPand should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.

We reconcile our non-GAAP financial measure toour net loss, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our managementuses Adjusted EBITDA as a financial measure to evaluate the profitability and efficiency of our business model. Adjusted EBITDA is notpresented in accordance with U.S. GAAP. Adjusted EBITDA includes adjustments for provision for income taxes, as applicable, interest incomeand expense, depreciation and amortization, equity-based compensation, and certain other infrequent and/or unpredictable non-cash chargesor benefits, such as impairment, changes in fair value of convertible debentures, changes in fair value of warrant liabilities, and expensesrelated to the forward purchase agreement.

Liquidity and Capital Resources (dollarsin thousands)

Sources of Liquidity and Capital

We had cash and cash equivalents of $38 and $5,515as of December 31, 2023 and December 31, 2022, respectively. We have incurred net losses since our inception. For the year ended December31, 2023 and 2022, we incurred net losses to common stockholders of $29,829 and $95,255, respectively. We had an accumulated deficit of$177,060 and $147,231, respectively, as of December 31, 2023 and 2022. We have generated limited revenue to date and expect to incur additionallosses in future periods.

As part of the Business Combination, we enteredinto a Forward Purchase Agreement and ELOC Agreement to fund our business; however, these agreements have since been terminated as a resultof the performance of our stock. The Business Combination ultimately resulted in a significant number of redemptions limiting our proceeds.Additionally, we are unlikely to receive proceeds from the exercise of outstanding Public and Private Warrants as a result of the differencebetween our current trading price of our Class A Common Stock and the exercise price of these warrants. Our current revenue is not adequateto fund our operations in the next twelve months, as further described and requires us to fund our business through other avenues untilthe time we achieve adequate scale. Securing additional capital is necessary to execute on our business strategy.

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FOXO Life Insurance Company Sale

On February 3, 2023, weconsummated the sale of FOXO Life Insurance Company to Security National pursuant to the Security National Merger Agreement. After theMerger Consideration and Security National’s third-party expenses, the transaction resulted in the Company gaining access to $4,751that was previously held as statutory capital and surplus pursuant to the Arkansas Code. We used the entire $4,751 to fund our operationsduring 2023.

PriorFinancings

Prior to the closing of the Business Combination,we financed our business through a combination of equity and debt, consisting of proceeds from a subscription receivable and proceedsfrom convertible debenture offerings. The subscription receivable initially totaled $20,000, with the last installment being receivedduring the third quarter of 2021.

During the first quarter of 2021, we entered intoseparate securities purchase agreements with certain investors, pursuant to which we issued convertible debentures for $11,812 in aggregateprincipal. After an original issue discount of 12.5% we received cash proceeds of $10,500 for this issuance. Additionally, we incurredan incremental $888 of fees and expenses related to the offering. The 2021 Bridge Debentures were issued in three tranches, on January25, 2021, February 23, 2021, and March 4, 2021.

Additionally, during the first quarter of 2022,we entered into separate securities purchase agreements with certain investors, pursuant to which we issued the 2022 Bridge Debenturesfor $24,750 in aggregate principal. After an original issue discount of 10.0% we received cash proceeds of $22,500 for this issuance.In the second quarter of 2022, we issued additional 2022 Bridge Debentures pursuant to which we raised an additional $5,500 in cash proceedsor $6,050 in aggregate principal amount under the same terms as the issuance of the 2022 Bridge Debentures in the first quarter of 2022,resulting in total cash proceeds of $28,000 from the issuance of the 2022 Bridge Debentures.

Immediately prior to the Closing of the BusinessCombination, the 2021 Bridge Debentures and 2022 Bridge Debentures were converted into 6,759,642 and 7,810,509, respectively, shares ofFOXO Class A Common Stock and were subsequently exchanged for shares of the Company’s Class A Common Stock at the Closing of theBusiness Combination.

During the third quarter of 2022, we entered intoseparate securities purchase agreements pursuant to which we issued our Senior PIK Notes in the aggregate principal of $3,458. We receivednet proceeds of $2,918, after deducting fees and expenses of $540.

Exchange Offer and PIK Note Offer to Amend

On May 26, 2023, we consummated two issuer tenderoffers: (i) the Exchange Offer and (ii) the Offer to Amend15% Senior Promissory Notes whereby holders of the Assumed Warrants wereable to exchange such Assumed Warrants for shares of Class A Common Stock. Pursuant to the Exchange Offer, we solicited consents froma sufficient amount of holders of Assumed Warrants to amend and restate the Original Securities Purchase Agreement, pursuant to the termsof the Amendment and Restatement, to provide that certain previous and future issuances of Class A Common Stock and Common Stock Equivalents(as defined in the Original Securities Purchase Agreement) do not trigger, and cannot be deemed to have triggered, any anti-dilution adjustmentsin the Securities. Additionally, we consummated the PIK Note Offer to Amend, whereby we amended our Senior PIK Notes to permit certainissuances of Class A Common Stock and Common Stock Equivalents (as defined in the PIK Note Purchase Agreement), without prepaying theSenior PIK Notes as required by the terms of the PIK Note Purchase Agreement. Both the Exchange Offer and PIK Note Amendment were designedto facilitate future capital raises.

2023 Private Placements

During the third quarter of 2023, we completedtwo tranches of private placements that provided gross proceeds of $450 and $294. After deducting placement agent fees and other offeringexpenses, the net proceeds from the private placements were $260 and $217.

During the fourth quarter of 2023, we completedtwo tranches of private placements under the terms of the Strata Purchase Agreement with ClearThink that provided gross proceeds of $200and $256. After deducting finder’s fees and other offering expenses, the net proceeds from the private placements were of $186 and$246.

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2024Financings

During the first quarter of 2024, we entered intoa Second Strata Purchase Agreement with ClearThink wherein, and subject to certain limitations, including the effectiveness of a registrationstatement as defined in the agreement, ClearThink has agreed to purchase from us, from time to time an aggregate of $5,000 shares of ourClass A Common Stock.

On February 15, 2024, we entered into a purchaseagreement with ClearThink pursuant to which we agreed to issue to ClearThink a promissory note on January 30, 2024 in the principal amountof up to $750 (the “Note”). The Note matures on January 30, 2025 and has an interest rate of 12% per annum (22% afterthe occurrence of an Event of Default, as defined in the Note). 10% of all future purchase notices from the existing Strata Purchase Agreementwith ClearThink must be directed toward repayment of the Note until the Note is paid in full.

On April 28, 2024, weentered into a Securities Purchase Agreement with LGH Investments, LLC, an Wyoming limited liability company (“LGH”),pursuant to which the Company issued to LGH a convertible promissory note in the principal amount of $110 and 200,000 shares of its ClassA Common Stock as inducement shares to LGH.

Going Concern

Our primary uses of cash are to fund our operationsas we continue to grow our business. We expect to continue to incur operating losses in the near term to support the growth of our business.Capital expenditures have historically not been material to our consolidated operations, and we do not anticipate making material capitalexpenditures in 2023 or beyond. We expect that our liquidity requirements will continue to consist of working capital and general corporateexpenses associated with the growth of our business. Based on our current planned operations, we expect to address our liquidity needsthrough the pursuit of additional funding through a combination of equity or debt financings to enable us to fund our operations for atleast 12 months from the date hereof.

During the first quarter of 2023, we completedthe sale of FOXO Life Insurance Company in order to gain access to the cash held as statutory capital and surplus at FOXO Life InsuranceCompany. We used the cash previously held at FOXO Life Insurance Company to fund our operations as we continued to (i) pursue additionalavenues to capitalize the business and (ii) commercialize our products to generate revenue. As discussed above under the heading, “PriorFinancings”, in May 2023, we entered into the Exchange Offer and the PIK Note Amendment both of which were structured to allowus to more easily raise capital.

On April 17, 2024, wereceived an official notice of noncompliance from NYSE stating that we are not in compliance with NYSE American continued listing standardsdue to the failure to timely file our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Delinquent Report”)by the filing due date of April 16, 2024 (the “Filing Delinquency”).

During the six-monthperiod from the date of the Filing Delinquency (the “Initial Cure Period”), the NYSE will monitor us and the statusof the Delinquent Report and any subsequent delayed filings, including through contact with us, until the Filing Delinquency is cured.If we fail to cure the Filing Delinquency within the Initial Cure Period, the NYSE may, in the NYSE’s sole discretion, allow oursecurities to be traded for up to an additional six-month period (the “Additional Cure Period”) depending on our specificcirc*mstances. If the NYSE determines that an Additional Cure Period is not appropriate, suspension and delisting procedures will commencein accordance with the procedures set out in Section 1010 of the NYSE American Company Guide. If the NYSE determines that an AdditionalCure Period of up to six months is appropriate and we fail to file its Delinquent Report and any subsequent delayed filings by the endof that period, suspension and delisting procedures will generally commence. An issuer is not eligible to follow the procedures outlinedin Section 1009 with respect to these criteria.

Notwithstanding the foregoing,however, the NYSE may in its sole discretion decide (i) not to afford us any Initial Cure Period or Additional Cure Period, as the casemay be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the Initial Cure Period or AdditionalCure Period, as the case may be, and immediately commence suspension and delisting procedures if we are subject to delisting pursuantto any other provision of the Company Guide, including if the NYSE believes, in the NYSE’s sole discretion, that continued listingand trading of an issuer’s securities on the NYSE is inadvisable or unwarranted in accordance with Sections 1001-1006 hereof.

There can be no assurance that we will ultimately regaincompliance with all applicable NYSE American listing standards.

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On June 12, 2023, we received an official noticeof noncompliance (the “NYSE American Notice”) from NYSE stating that the Company was below compliance with Section1003(a)(i) in the NYSE American Company Guide since our reported stockholders’ deficit of $30 at March 31, 2023, and losses fromcontinuing operations and/or net losses in its two most recent fiscal years ended December 31, 2022. As required by the NYSE AmericanNotice, on July 12, 2023, we submitted a compliance plan (the “Plan”) to NYSE advising of actions we have taken orwill take to regain compliance with the NYSE American continued listing standards by December 12, 2024, and if NYSE accepts the Plan,we will have until December 12, 2024 to comply with the Plan. Should the Plan not be accepted, or we are unable to comply with the Plan,then it may make it more difficult for us to raise capital and we will be delisted in the event we are unable to cure the noncomplianceby December 12, 2024.

The Company can provide no assurance that theseactions will be successful or that additional sources of financing will be available on favorable terms, if at all. As such, until additionalequity or debt capital is secured and the Company begins generating sufficient revenue, there is substantial doubt about the Company’sability to continue as a going concern for the one-year period following the issuance of the consolidated financial statements includedin this Annual Report. In the event that we are unable to secure additional financing by the end of the third quarter of 2024, we maybe unable to fund our operations and we will be required to evaluate further alternatives, which could include further curtailing or suspendingthe operations, selling the Company, dissolving and liquidating assets or seeking protection under the bankruptcy laws. A determinationto take any of these actions could occur at a time that is earlier than when we would otherwise exhaust our cash resources.

We have based our estimates as to how long weexpect we will be able to fund our operations on assumptions that may prove to be wrong, and we could use our available capital resourcessooner than we currently expect, in which case we would be required to obtain additional financing sooner than currently projected, whichmay not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impacton our financial condition and our ability to pursue our business strategy. We may raise additional capital through equity offerings,debt financings or other capital sources. If we do raise additional capital through public or private equity offerings, or convertibledebt offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidationor other preferences that adversely impact our existing stockholders’ rights. If we raise additional capital through debt financing,we may be subject to covenants limiting or restricting our ability to take certain actions.

Cash Flows

Years Ended December 31, 2023 and 2022

The following table summarizes our cash flow datafor the years ended December 31, 2023 and 2022 (dollars in thousands):

Operating Activities

Net cash used for operating activities in theyear ended December 31, 2023 was $6,645 compared to $23,760 in the year ended December 31, 2022. The net cash used in operations in theyear ended December 31, 2023 was $17,115, or 72%, less than cash used in operations during the year ended December 31, 2022, primarilyas a result of the reduction in the net loss in 2023 compared to 2022 as well as to the $4,751 statutory capital and surplus that wegained access to as a result of the sale of FOXO Life Insurance Company in February 2023, among other items. We used the entire $4,751to fund our operations during 2023.

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Investing Activities

We did not have cash flows from investing activitiesin the year ended December 31, 2023. We used cash for investing activities in the year ended December 31, 2022 of $1,870 primarily todevelop internal use software.

Financing Activities

Net cash provided by financing activities forthe year ended December 31, 2023 was $1,168 compared to $24,289 for the year ended December 31, 2022. Net cash provided by financing activitiesfor the year ended December 31, 2023, included $1,176 from private placements and $291 from related parties’ promissory notes/payables,partially offset by $299 of deferred offering costs. Net cash provided by financing activities for the year ended December 31, 2022, includedproceeds of $28,000 from the 2022 Bridge Debentures, $23,237 of reverse capitalize proceeds and $2,918 net proceeds from the PIK Notes.Offsetting these sources of cash from financing activities in 2022 were $507 for warrant repurchase, $30,561 for forward purchase agreementcollateral release, and $1,160 for payments of related parties promissory notes/payables.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilitieswhich would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidatedentities or financial partnerships, often referred to as variable interest entities, which would have been established for the purposeof facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheetfinancing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered intoany non-financial assets.

Contractual Obligations

Our contractual obligations as of December 31,2023 consisted of the following and include the Senior PIK Notes that have a principal balance of $4,203 at December 31, 2023 and thatare in default. See Note 15 to the consolidated financial statements for additional information regarding the Senior PIK Notes.

Critical Accounting Policies

The preparation of the consolidated financialstatements and related notes included under “Item 8. Financial Statements” and related disclosures in conformity withGAAP. The preparation of these consolidated financial statements requires the selection of the appropriate accounting principles to beapplied and the judgments and assumptions on which to base accounting estimates, which affect the reported amounts of assets and liabilitiesas of the date of the balance sheets, the reported amounts of revenue and expenses during the reporting periods, and related disclosures.We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circ*mstancesat the time such estimates are made. Actual results and outcomes may differ materially from our estimates, judgments, and assumptions.We periodically review our estimates in light of changes in circ*mstances, facts, and experience. The effects of material revisions inestimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate.

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We define our critical accounting policies andestimates as those that require us to make subjective judgments about matters that are uncertain and are likely to have a material impacton our financial condition and results of operations as well as the specific manner in which we apply those principles. We believe thecritical accounting policies used in the preparation of our financial statements which require significant estimates and judgments areas follows:

Equity-Based Compensation

We offer equity-based compensation to employeesan nonemployees in the form of stock options and restricted stock. We measure and recognize all equity-based payments to employees, serviceproviders and board members at fair value. The cost of services received from employees and non-employees in exchange for awards of equityinstruments is recognized in the consolidated statements of operations based on the estimated fair value of those awards on the grantdate or reporting date, if required to be remeasured, and amortized on a straight-line basis over the requisite service period. We recognizeforfeitures as incurred. We utilize a Black-Scholes valuation model to estimate the fair value of stock options and this model requiresthe input of assumptions, including the exercise price, volatility, expected term, discount rate, and the fair value of the underlyingmembership or stock on the date of grant. These inputs are provided at the grant date for an equity classified award and each measurementdate for a liability classified award. Equity-based compensation awards are considered granted (i)when there is a mutual understandingof key terms, (ii)we are contingently obligated to issue the options, and (iii)the option holder begins to benefit or be adverselyimpacted by changes in our stock price. This primarily occurs at the time the stock option agreements are executed. Thefair value of each stock option is estimated using a Black-Scholes valuation model while considering the respective rights of each typeof stockholder. The table below illustrates the weighted-average valuation assumptions used for stock options granted during the yearended December 31, 2022 (we did not grant stock options during the year ended December 31, 2023):

Expected Term: The expectedterm of the stock options was calculated using the simplified method as the Company does not have entity-specific information with whichto develop an estimate and exercise data from comparable companies is not readily available.

Expected Volatility: The Companyused an average of the volatilities determined from the stock price of peer companies for a period commensurate with the expected term.

Risk-Free Interest Rate: Therisk-free rate assumption is calculated based on U.S. Treasury instruments with a term consistent with the expected terms of these awardsat time of grant.

Dividend Yield: The Companyhas not paid and does not anticipate paying any dividends in the near future. The Company estimated the dividend yield to be zero on theseawards.

Fair Value of Convertible Debentures

We elected the fair value option to account forthe 2021 Bridge Debentures and 2022 Bridge Debentures. The fair value option provides an election that allows a company to irrevocablyelect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. Weelected the fair value option to better depict the ultimate liability associated with the debentures, including all features and embeddedderivatives. The debentures accounted for under the fair value option election represent debt host financial instruments containing certainembedded features that would otherwise be required to be bifurcated from the debt host and recognized as separate derivative liabilitiessubject to initial and subsequent periodic fair value measurement in accordance with U.S. GAAP. When the fair value option election isapplied to financial liabilities, bifurcation of embedded derivatives is not required, and the financial liability in totality is recordedat its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each balancesheet date thereafter. Upon remeasurement, the portion of a change in estimated fair value attributable to a change in instrument-specificcredit risk is recognized as a component of other comprehensive income (loss) and the remaining amount of a change in estimated fair valueis to be recognized in the consolidated statements of operations.

During 2021, the fair value of the 2021 BridgeDebentures was determined using a Monte Carlo simulation, which is commonly used to value convertible debt instruments, and is intendedto provide an estimated fair value that approximates the equity value that would be received upon conversion. The significant assumptionsused in those models were as follows:

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Other notable, but not significant, assumptionsutilized in the Monte Carlo simulations included, but were not limited to, implied borrowing and annualized volatility rates.

As a result of the execution of the Merger Agreementon February 24, 2022, the ultimate value to holders of the 2021 Bridge Debentures and 2022 Bridge Debentures upon voluntary or mandatoryconversion became clearer, and thus management determined that a Monte Carlo simulation was no longer appropriate for purposes of estimatingfair value. Thus, for the first and second quarters of 2022, the estimated fair value of the 2021 Bridge Debentures and 2022 Bridge Debentureswas calculated using a probability-weighted expected return model. The significant assumptions used in the models were as follows:

Other notable, but not significant, assumptionsused in the probability-weighted expected return model included, but were not limited to, implied borrowing rates. Upon close of the businesscombination, the 2021 Bridge Debenture and 2022 Bridge Debentures were remeasured at fair value based on the actual conversion.

Going Concern

On a quarterly basis, we assess going concernuncertainty for our consolidated financial statements to determine if we have sufficient cash and cash equivalents on hand and workingcapital to operate for a period of at least one year from the date our consolidated financial statements are issued or are available tobe issued (the “look-forward period”). Based on conditions that are known and reasonably knowable to us, we considervarious scenarios, forecasts, projections, and estimates, and we make certain key assumptions, including the timing and nature of projectedcash expenditures or programs, among other factors, and our ability to delay or curtail those expenditures or programs within the look-forwardperiod, if necessary. Until additional equity or debt capital is secured and the Company begins generating sufficient revenue, there issubstantial doubt about the Company’s ability to continue as a going concern.

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09,Improvements to Income Tax Disclosures, which requires enhanced annual disclosures for specific categories in the rate reconciliationand income taxes paid disaggregated by federal, state and foreign taxes. ASU 2023-09 is effective for public business entities for annualperiods beginning on January 1, 2025. The we plan to adopt ASU 2023-09 effective January 1, 2025 applying a retrospective approach toall prior periods presented in the financial statements. We do not believe the adoption of this new standard will have a material effecton our disclosures.

Factors That MayAdversely Affect our Results of Operations

Our results of operationsmay be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of whichare beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions,increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending,a resurgence of the COVID-19 pandemic and/or the emergence of new variants, cyber security risks and geopolitical instability, such asthe wars in the Ukraine and Gaza. We cannot at this time fully predict the likelihood of one or more of the above events, their durationor magnitude or the extent to which they may negatively impact our business.

Item 7A. Quantitative and Qualitative DisclosuresAbout Market Risk

We are a smaller reporting company as definedby Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 8. Financial Statements and SupplementaryData

Reference is made to the consolidated financialstatements listed under the heading (a) (1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firmof Item 15, which consolidated financial statements are incorporated by reference in response to this Item 8.

Item 9. Changes in and Disagreements with Accountantson Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and proceduresthat are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934,as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, andthat such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and Interim ChiefFinancial Officer or persons performing similar functions, to allow for timely decisions regarding required disclosure. In accordancewith Rules 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management,including our Interim Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls andprocedures as of December 31, 2023.

Based on this evaluation, our Interim Chief ExecutiveOfficer and Interim Chief Financial Officer have concluded that during the period covered by this Annual Report, our disclosure controlsand procedures were not effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the informationrequired to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the timeperiods specified in the SEC’s rules and forms.

Management’s Report on Internal Control Over FinancialReporting

Our management is responsible for establishingand maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f)and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive andprincipal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles and includes those policies and procedures that:

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Under the supervision and with the participationof our management, including our Interim Chief Executive Officer and Interim Chief Financial Officer, we conducted an evaluation of theeffectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework,issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our evaluation, our managementconcluded that our internal control over financial reporting was not effective as of December 31, 2023.

Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to futureperiods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.

Material Weaknesses in Internal Control OverFinancial Reporting

A material weakness in internal controls over financialreporting is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonablepossibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detectedon a timely basis.

The review, testing and evaluation of key internalcontrols over financial reporting completed by the Company resulted in the Company’s principal executive officer and principal financialand accounting officer concluding that as of December 31, 2023, material weaknesses existed in the Company’s internal controls overfinancial reporting. Specifically, in connection with our:

The Company has and will continue to address the materialweaknesses described above through the following actions:

While we continue working diligently to remediatethese material weaknesses, there is no assurance that these material weaknesses will be fully remediated by December 31, 2024.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter,there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections

Not Applicable.

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PART III

Item 10. Directors, Executive Officers andCorporate Governance

Our business and affairs are managed by or underthe direction of the Board.

The following table sets forth the name, age andposition of each of our current directors and executive officers:

The principal occupations and positions for atleast the past five years of our directors are described below. There are no family relationships among any of our directors or executiveofficers.

Executive Officers

Mark White — Interim Chief ExecutiveOfficer and Director

Mr. White has served as our Interim Chief ExecutiveOfficer and a director since September 2023. In addition to his roles at the Company, Mr. White has served since 2022, and continues toserve, as President of KR8 AI, a company in the development stage that uses artificial intelligence and machine learning to develop productsand tools for content creators. Prior to his role with KR8 AI, in 2014, Mr. White founded and became Chief Executive Officer of One HorizonGroup PLC, a predecessor of One Horizon Group, Inc. which he served as Chief Executive Officer and a Director from 2012 to 2014. Mr. Whitewas again appointed Chief Executive Officer and director of One Horizon Group, Inc. in 2017. Mr. White founded Next Destination Limitedin 1993, the European distributor for Magellan GPS and satellite products, and sold the business in 1997. Prior to that, Mr. White wasChief Executive Officer for Garmin Europe, where he built up the company’s European distribution network. Mr. White’s entrepreneurialcareer in the distribution of electronic equipment and telecommunications spans over 25 years. Apart from his product and technical knowledge,Mr. White has a wealth of experience in corporate finance. He has led in excess of 25 merger and acquisition transactions and associatedfunding and financing rounds and has helped numerous private and public companies obtain financing. We believe that Mr. White’sextensive commercial and operational management experience at technology companies and his experience launching new businesses and raisingcapital qualifies him to serve on our Board.

Martin Ward — Interim Chief FinancialOfficer

Mr. Ward has served as our Interim Chief FinancialOfficer since September 2023. In addition to his role at the Company, Mr. Ward has served since 2022, and continues to serve, as ChiefFinancial Officer of KR8 AI. Since 2012, Mr. Ward served and continues to serve as the Chief Financial Officer, Secretary and a directorof One Horizon Group Inc. Mr. Ward served as the Chief Financial Officer, Secretary and a director of One Horizon Group PLC the predecessorto One Horizon Group, Inc., where he oversaw One Horizon Group’s United Kingdom arm float on the London AIM market and its mergerinto an OTC market company in 2012 which uplisted to the NASDAQ Capital Market in 2014. Mr. Ward is a Fellow of the Institute of CharteredAccountants in England and Wales and qualified as a Chartered Accountant in 1983.

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Non-Employee Directors

Bret Barnes — Chairmanand Director

Mr. Barnes has served as a member of our Boardsince November 2021 and became Chairman in November 2022. Since April 2007, Mr. Barnes has served as a Staff Bioinformatics Scientistfor Illumina, Inc. (NASDAQ: ILMN). Mr. Barnes has developed a number of patents and products, including methods to examine methylationof genomic DNA and methods for diagnosing respiratory pathogens and predicting COVID-19 related outcomes. Mr. Barnes has been the corebioinformatics lead on all Infinium Methylation products, including all original and new novel design capabilities. In addition to hisarray development efforts, Mr. Barnes has been instrumental in developing structural variant detection algorithms via DNA sequencing atIllumina, Inc. Prior to that position, Mr. Barnes served as a Bioinformatics Software Engineer from 2005 to 2007 at Science ApplicationsInternational Corporation (NYSE American: SAIC). Mr. Barnes holds a Bachelor of Science degree in Bioinformatics from the University ofCalifornia, Santa Cruz. Mr. Barnes was among the first graduates at University of California, Santa Cruz to receive a degree in bioinformatics.We believe that Mr. Barnes’ industry experience qualifies him to serve on the Board.

Francis Colt deWolf III — Director

Mr. deWolf III has served as a director of theCompany since January 2024. Mr. deWolf has over 20 years’ experience in the financial services sector. From June 2009 until thePresident, he has served as President of Colt Capital LLC, a Florida-based company, whose principal activities focus on advising emergingmarket companies on private and public financing strategies, in particular, the reverse merger process. He is also engaged in lendingusing equity as collateral as well as trading equity. Notable transactions in which Mr. deWolf was instrumental include China Security(CSR), China Public Security (CNIT), and China Valve (CVVT) . The financing strategies undertaken by these companies have ranged fromprivate equity, to public listings on the NASDAQ and the AMEX. Mr. deWolf’s role in such transactions has not only been advisory;he has also raised capital, sourced legal and audit expertise, as well as ultimately orchestrated large share block sales to private equityfunds in order to assist the company in optimizing its share position. From June 2019 to the present, Mr. deWolf has served as ManagingDirector of Crediblock.com LLC, a global digital productions and marketing agency. From October 2019 to the present, Mr. deWolf has servedas Executive Director of Blockstreet Network, Inc., a firm dealing in in acquisition, enhancement and disposition of distressed titlesof property. From March 2020 to the present, Mr. deWolf has served as President of Diamond Rock, Inc., a cash/non-cash sponsor of distressedreal estate transactions. Prior to founding Colt Capital LLC, Mr. deWolf was a Senior Vice President at Oppenheimer and Company, wherehe was involved in the Chinese markets, focusing on restricted stock placements, reverse mergers and secondary financing for emergingand mid-size Chinese companies. In the earlier years of his career, Mr. deWolf was a bond broker for Tucker Anthony, and subsequentlyan equities broker, and Vice President at Prudential Securities in Washington D.C. where he developed his expertise in restricted securities.Mr. deWolf is a graduate of Tulane University and received his business degree from the AB Freeman School of Business Studies at TulaneUniversity.

Board of Directors

Following the consummation of the Business Combination,the Board was divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The termof the initial Class I directors expired at the first annual meeting of the stockholders following the consummation of the Business Combination,which was held on May 26, 2023. The term of the initial Class II directors will expire at the second annual meeting of the stockholdersfollowing the consummation of the Business Combination and the term of the initial Class III directors will expire on the third annualmeeting of the stockholders following the consummation of the Business Combination.

Directors elected at annual meetings of stockholdersfollowing the consummation of the Business Combination will be elected for terms expiring at the next annual meeting of stockholders oruntil the election and qualification of their respective successors in office, subject to their earlier death, resignation, removal orthe earlier termination of his or her term of office. At our 2023 Annual Meeting of Stockholders held on May 26, 2023, our stockholderselected Mr. Barnes, formerly a Class I director, to serve as a director until the next annual meeting of stockholders or until the electionand qualification of his successor.

Our Charter and Company Bylaws provide that theauthorized number of directors may be changed only by resolution of the Board. Subject to the terms of any preferred stock, any or allof the directors may be removed from office at any time, with or without cause, and only by the affirmative vote of the holders of atleast a majority of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an electionof directors. Any vacancy on the Board, including a vacancy resulting from an enlargement of the Board, may be filled only by the affirmativevote of a majority of the Company’s directors then in office.

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When considering whether directors and directornominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilitieseffectively in light of its business and structure, the Board expects to focus primarily on each person’s background and experienceas reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide anappropriate mix of experience and skills relevant to the size and nature of its business.

Director Independence

As a result of our Class A Common Stock beinglisted on the NYSE American following the consummation of the Business Combination, it is required to comply with the applicable rulesof such exchange in determining whether a director is independent. Prior to the completion of the Business Combination, the Board undertooka review of the independence of the individuals named above and have determined that each of Mr.Barnes and Mr. Poole qualifies as“independent” as defined under the applicable NYSE American rules, and the Board consists of a majority of “independentdirectors,” as defined under the rules of the SEC and NYSE American relating to director independence requirements. In addition,the Company is subject to the rules of the SEC and NYSE American relating to the membership, qualifications and operations of the auditcommittee, as discussed below.

Board Committees

The Board directs the management of its businessand affairs, as provided by Delaware law, and will conduct its business through meetings of the Board and standing committees. We havea standing audit committee, compensation committee and nominating and corporate governance committee, each of which operates under a writtencharter.

In addition, from time to time, special committeesmay be established under the direction of the Board when the Board deems it necessary or advisable to address specific issues. Currentcopies of our committee charters are posted on our website,www.foxotechnologies.com, as required by applicable SEC and theNYSE American rules. The information on or available through any of such website is not deemed incorporated in this Annual Report anddoes not form part of this Annual Report.

Audit Committee

Our audit committee consists of Bret Barnes andFrancis Colt deWolf III. The Board has determined that each of these individuals meets the independence requirements of the Sarbanes-OxleyActof 2002, as amended, or the Sarbanes-OxleyAct, Rule10A-3under the ExchangeAct and the applicable listing standardsof the NYSE American. Each member of the Company’s audit committee meets the requirements for financial literacy under the applicableNYSE American rules. In arriving at this determination, the Board has examined each audit committee member’s scope of experienceand the nature of their prior and/or current employment.

The Board has determined that Mr. deWolf III qualifiesas an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of theNYSE American rules. In making this determination, the Board has considered Mr. deWolf III’s formal education and previous and currentexperience in financial and accounting roles. Both the Company’s independent registered public accounting firm and management periodicallywill meet privately with our audit committee.

The audit committee’s responsibilities include,among other things:

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The composition and function of the audit committeecomplies with applicable requirements of the Sarbanes-OxleyAct, SEC rules and regulations and NYSE American listing rules. We willcomply with future requirements to the extent they become applicable to us.

Compensation Committee

Our compensation committee consists of Bret Barnesand Francis Colt deWolf III. Bret Barnes and Francis Colt deWolf III are non-employee directors, as defined in Rule16b-3promulgatedunder the ExchangeAct. The Board has determined that Bret Barnes and Francis Colt deWolf III are “independent” as definedunder the applicable NYSE American listing standards, including the standards specific to members of a compensation committee.

The compensation committee’s responsibilitiesinclude, among other things:

The composition and function of its compensationcommittee complies with all applicable requirements of the Sarbanes-OxleyAct, SEC rules and regulations and the NYSE American listingrules. We will comply with future requirements to the extent they become applicable to us.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committeeconsists of Bret Barnes and Francis Colt deWolf III. The Board has determined that each of Bret Barnes and Francis Colt deWolf III is“independent” as defined under the applicable listing standards of the NYSE American and SEC rules and regulations.

The nominating and corporate governance committee’sresponsibilities include, among other things:

The composition and function of the nominatingand corporate governance committee complies with all applicable requirements of the Sarbanes-OxleyAct, SEC rules and regulationsand NYSE American listing rules. We will comply with future requirements to the extent they become applicable to us.

Compensation Committee Interlocks and InsiderParticipation

None of the members of our compensation committeehas ever been an executive officer or employee of the Company. None of our executive officers currently serve, or have served during thelast completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officersthat will serve as a member of the Board or compensation committee.

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Role of the Board in Risk Oversight/RiskCommittee

One of the key functions of the Board is informedoversight of our risk management process. The Board does not anticipate having a standing risk management committee, but rather anticipatesadministering this oversight function directly through the Board as a whole, as well as through various standing committees of the Boardthat address risks inherent in their respective areas of oversight. For example, our audit committee will be responsible for overseeingthe management of risks associated with our financial reporting, accounting, and auditing matters; our compensation committee will overseethe management of risks associated with our compensation policies and programs.

Board Oversight of Cybersecurity Risks

We face a number of risks, including cybersecurityrisks and those other risks described under the section titled “Risk Factors” included in this Annual Report. The Boardplays an active role in monitoring cybersecurity risks and is committed to the prevention, timely detection, and mitigation of the effectsof any such incidents on our operations. In addition to regular reports from each of the Board’s committees, the Board receivesregular reports from management on material cybersecurity risks and the degree of our exposure to those risks. While the Board overseesits cybersecurity risk management, management is responsible for day-to-day risk management processes. Management works with third partyservice providers to maintain appropriate controls. We believe this division of responsibilities is the most effective approach for addressingour cybersecurity risks and that the Board leadership structure supports this approach.

Limitation on Liability and Indemnificationof Directors and Officers

Our Charter contains provisions that limit theliability of our directors for damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personallyliable to us or our stockholders for damages as a result of an act or failure to act in his or her capacity as a director, unless:

Our Charter requires us to indemnify and advanceexpenses to, to the fullest extent permitted by applicable law, our directors, officers and agents. Our Charter prohibits any retroactivechanges to the rights or protections or increasing the liability of any director in effect at the time of the alleged occurrence of anyact or omission to act giving rise to liability or indemnification.

In addition, we have entered and will enter intoseparate indemnification agreements with some of our directors and officers. These agreements, among other things, require us to indemnifyits directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred bya director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other companyor enterprise to which the person provides services at our request.

We believe these provisions in our Charter arenecessary to attract and retain qualified persons as directors and officers for us.

Corporate Governance Guidelines and Codeof Business Conduct

The Board adopted Corporate Governance Guidelinesthat address items such as the qualifications and responsibilities of its directors and director candidates and corporate governance policiesand standards applicable to its directors. In addition, the Board adopted a Code of Business Conduct and Ethics that applies to all ofour employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financialofficers.

The full text of our Corporate Governance Guidelinesand its Code of Business Conduct and Ethics will be posted on the Corporate Governance portion of our website atwww.foxotechnologies.comby the end of the third quarter of 2024. Information contained on or accessible through our website is not a part of this Annual Report,and the inclusion of the Company’s website address in this Annual Report is an inactive textual reference only. We intend to makeany legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on itswebsite rather than by filing a Current Report on Form 8-K.

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Item 11. ExecutiveCompensation

Unless the context otherwise requires, any referencein this section of this Annual Report to “FOXO,” “we,” “us,” or “our” refers to FOXO andits consolidated subsidiaries after the consummation of the Business Combination and to the Company and its subsidiaries after the BusinessCombination.

FOXO is an “emerging growth company,”as defined in the JOBS Act, and thus the following disclosures are intended to comply with the scaled disclosure requirements applicableto emerging growth companies and “smaller reporting companies,” as such term is defined in the rules promulgated under theSecurities ExchangeAct, which require compensation disclosure for our principal executive officer and the two most highly compensatedexecutive officers other than our principal executive officer, whom we refer to as our “named executive officers.”

This section discusses the material componentsof the executive compensation program offered to our named executive officers. Our named executive officers for the years ended December31, 2023 and 2022 were as follows:

This discussion may contain forward-lookingstatementsthat are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensationprograms that FOXO adopts could vary materially from our historical practices and currently planned programs summarized in this discussion.

We will continue to update, in accordance withthe rules and regulations of the SEC, information in this section regarding the compensation of our named executive officers.

Summary Compensation Table

The following table sets forth information regardingthe total compensation awarded to and earned by our named executive officers for services rendered in all capacities for theyearsended December 31, 2023 and 2022.

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Narrative Disclosure to the Summary CompensationTable

Equity-Based Compensation

Legacy FOXO previously utilized its 2020 Plan,or the 2020 Plan, to enable it and its affiliates to attract and retain qualified employees (including officers), consultants and directorsto contribute to its long range success, provide incentives that aligned their interests with those of Legacy FOXO stockholders, and promotethe success of its business. The Legacy FOXO board of directors adopted, and the Legacy FOXO stockholders approved, the 2020 Plan in 2020.The 2020 Plan governs and previously facilitated the grant of incentive awards, including incentive stock options, non-qualifiedstockoptions, stock appreciation rights, restricted awards, performance share awards, cash awards and other equity-basedawards.

Prior to the closing of the Business Combination,our named executive officers received equity-basedcompensation in the form of stock option awards under the 2020 Plan, as describedbelow. Under the 2020 Plan, stock option awards generally vest monthly over a three-yearperiod and have a term of fiveyears.

Following the approval of the FOXO TechnologyInc. 2022 Plan, which is described below, the 2020 Plan was terminated and no further awards will be granted under the 2020 Plan.

The following describes certain material termsof the 2020 Plan.

Grants, Generally.The 2020 Plan providedboth for the direct award or sale of shares and for the grant of incentive stock options (“ISOs”) and non-qualifiedstockoptions (“NSOs”). ISOs may have been granted only to Legacy FOXO employees. All other awards may have been grantedto employees, consultants and directors of Legacy FOXO.

The maximum number of shares of Legacy FOXO commonstock that may have been issued over the term of the 2020 Plan was 700,000shares on a pre-Business Combination basis, or approximately406,586 on a post-Business Combination basis. As of December 31, 2023, stock options to purchase 119,371shares of the Company’sClass A Common Stock on a post-Business Combination basis with a weighted-averageexercise price of $73.02 per share were outstandingunder the 2020 Plan. Additionally, 3,000 shareson a pre-Business Combination basis or 1,743 on a post-Business Combination basisof restricted stock were granted pursuant to the 2020 Plan to an employee who is a named executive officer now but was not at the timeof issuance. There were no outstanding awards under the 2020 Plan other than these options and restricted stock.

Administration.The Legacy FOXO boardof directors, or a committee delegated by the Legacy FOXO board of directors, administered the 2020 Plan. Our Board has assumed such rolefollowing the Business Combination. During the term and subject to the terms of the 2020 Plan, the administrator had the power to, amongother things, construe and interpret the 2020 Plan and apply its provisions, determined when awards were to be granted under the 2020Plan and the applicable grant date, prescribed the terms and conditions of each award, including, without limitation, the exercise priceand medium of payment and vesting provisions, and specified the provisions of the award agreement relating to such grant, made decisionswith respect to outstanding awards that may have become necessary upon a change in corporate control or an event that triggers anti-dilutionadjustments,and exercised discretion to make any and all other determinations which it determined to be necessary or advisable for the administrationof the 2020 Plan.

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Options.Each of the named executiveofficers was granted a mix of ISOs and NSOs. See the “Outstanding Equity Awards” table below for further informationabout our named executive officers’ outstanding options as of December31, 2023.

Under the terms of the 2020 Plan, no stock optionis exercisable after the expiration of fiveyears from the grant date.

The exercise price per share of options grantedunder the 2020 Plan must be at least 100% of the fair market value per share of Legacy FOXO common stock on the grant date, subject tocertain exceptions. Subject to the provisions of the 2020 Plan, the administrator determined the other terms of options, including anyvesting and exercisability requirements, the method of payment of the option exercise price, the option expiration date, and the periodfollowing termination of service during which options may remain exercisable.

Adjustments upon Changes in Stock.Inthe event of changes in the outstanding Legacy FOXO common stock (now, our shares of Class A Common Stock) or in the capital structureof Legacy FOXO by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transactionsuch as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalizationoccurring after the grant date of any award, awards granted under the 2020 Plan and any award agreements, the exercise price of options,the maximum number of shares of Legacy FOXO common stock subject to all awards set forth above would be equitably adjusted or substituted,as to the number, price or kind of a share of Legacy FOXO common stock or other consideration subject to such awards to the extent necessaryto preserve the economic intent of such award.

Effect of Change in Control.Unlessotherwise provided in an award agreement, in the event of a participant’s termination of continuous service without cause or forgood reason (as defined in the 2020 Plan) during the 12-monthperiod following a change in control, all outstanding options willbecome fully vested and immediately exercisable.

2022 Plan

During the year ended December 31, 2023, we granted609,770 shares of restricted stock under the 2022 Plan of which 11,100 restricted shares were forfeited during the year. No stock optionswere granted under the 2022 Plan during the years ended December 2023 and 2022.

Summary of the 2022 Equity Incentive Plan

Eligibility

Employees (including officers), non-employee directorsand consultants who render services to us or an affiliate thereof (whether now existing or subsequently established) are eligible to receiveawards under the 2022 Plan. Incentive stock options may only be granted to our employees or a parent or subsidiary thereof. As of thedate of this Annual Report, we have four non-executive employees, one consultant, two executive officers (one of whom is also a director),and two non-employee directors, eligible to participate in the 2022 Plan.

Administration

The compensation committee of our Board, or suchother committee as may be designated by the Board, or in the absence of any such committee, the Board (the “compensation committee”or “Administrator”) administers the 2022 Plan. Subject to the terms of the 2022 Plan, the compensation committee hascomplete authority and discretion to determine the terms of awards under the 2022 Plan.

Types of Awards

The 2022 Plan provides for the grant of stockoptions, which may be ISOs or NSOs, stock appreciation rights (“SARs”), restricted shares, restricted stock units (“RSUs”)and other equity-basedawards, or collectively, awards.

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Share Reserve

651,862 shares of Class A Common Stock may beissued under the 2022 Plan. All of the shares available under the 2022 Plan may be issued upon the exercise of ISOs.

Awards granted under the 2022 Plan upon the assumptionof, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enterinto a merger or similar corporate transaction do not reduce the shares available for grant under the 2022 Plan but will count againstthe maximum number of shares that may be issued upon the exercise of ISOs.

If options, SARs, restricted stock, RSUs or anyother awards are forfeited, cancelled or expire before being exercised or settled in full, the shares subject to such awards will againbe available for issuance under the 2022 Plan. Notwithstanding anything to the contrary contained herein: shares subject to an award underthe 2022 Plan shall not again be made available for issuance or delivery under the 2022 Plan if such shares are (a) shares tendered inpayment of an option, (b) shares delivered or withheld by the company to satisfy any tax withholding obligation, or (c) shares coveredby a stock-settledSAR or other awards that were not issued upon the settlement of the award. Shares issued under the 2022 Plan maybe authorized but unissued shares or treasury shares. As of the date hereof, no awards have been granted under the 2022 Plan.

Annual Limitation on Awards to Non-Employee Directors

The grant date fair value of 2022 Plan awardsgranted to each non-employeedirector during any calendar year may not exceed $500,000 (on a per-directorbasis).

Stock Options

The 2022 Plan authorizes the grant of ISOs andNQSOs (each an “Option”). Options granted under 2022 Plan entitle the grantee, upon exercise, to purchase a specifiednumber of shares of Class A Common Stock from us at a specified exercise price per share. The Administrator of the 2022 Plan determinesthe period during which an Option may be exercised, as well as any Option vesting schedule, except that no Option may be exercised morethan 10years after the date of grant and will generally expire sooner if the option holder’s service terminates. The exerciseprice for shares of Class A Common Stock covered by an Option cannot be less than the fair market value of the common stock on the dateof grant unless pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section409Aof the Code.

An Option’s exercise price may be paid incash or by certified check at the time the Option is exercised, or, at the discretion of the Administrator, (1)a stock-for-stockexchangewhereby the exercise price is paid by exchange of other common stock with a fair market value equal to the Option exercise price; (2)a“cashless” exchange established with a broker; (3)by reducing the number of shares of common stock otherwise deliverableupon exercise with the fair market value equal to the aggregate Option exercise price; (4)any combination of the previous methods;or (5)in any other form of legal consideration that may be acceptable by the Administrator.

Tax Limitations on Incentive Stock Options

The aggregate fair market value, determined onthe date of grant, of shares for which ISOs granted under the 2022 Plan first become exercisable by a participant during any calendaryear shall not exceed $100,000, and any amount in excess of $100,000 shall be treated as NQSOs. If an ISO is granted to any employee whoowns more than 10% of the total combined voting securities of the Company, the exercise price of such ISO shall be at least 110% of thefair market value of our Class A Common Stock on the date of grant, and such ISO shall not be exercisable more than five years after thedate of grant.

Stock Appreciation Rights

Stock appreciation rights may be granted underthe 2022 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company ClassA Common Stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding tenyears.The grant price for a stock appreciation right may not be less than 100% of the fair market value per share on the date of grant. Subjectto the provisions of the 2022 Plan, the Administrator determines the other terms of stock appreciation rights, including when such rightsbecome exercisable.

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Restricted Stock Awards

Restricted stock may be granted under the 2022Plan. Restricted stock awards are grants of shares of Company Class A Common Stock that vest in accordance with terms and conditions establishedby the compensation committee. The Administrator determines the number of shares of restricted stock granted to any employee, directoror consultant and, subject to the provisions of the 2022 Plan, determines the terms and conditions of such awards. The compensation committeemay impose whatever conditions to vesting it determines to be appropriate. The compensation committee, in its sole discretion, may acceleratethe time at which any restrictions will lapse or be removed.

Recipients of restricted stock awards generallyhave voting rights with respect to such shares upon grant unless the Administrator provides otherwise. Unless the Administrator determinesotherwise, during the restricted period, all dividends or other distributions paid upon any restricted stock awards will be retained bythe Company for the account of the recipient. Such dividends or other distributions will revert to the Company if for any reason the restrictedstock award upon which such dividends or other distributions were paid reverts to the company. Upon the expiration of the restricted period,all such dividends or other distributions made on such restricted share and retained by the Company will be paid to the recipient, withor without interest as determined by the Administrator.

Restricted Stock Units

RSUs may be granted under the 2022 Plan. RSUsare bookkeeping entries representing an amount equal to the fair market value of one share of company common stock. Subject to the provisionsof the 2022 Plan, the Administrator determines the terms and conditions of RSUs, including the vesting criteria and the form and timingof payment. The Administrator may also grant RSUs with a deferral feature, whereby settlement is deferred beyond the vesting date or lapseof the restricted period until the occurrence of a future payment date or event set forth in an award agreement. A holder of RSUs willhave only the rights of a general unsecured creditor of the Company, until the delivery of shares, cash or other securities or property.On the delivery date, the holder of each RSU not previously forfeited or terminated will receive one share, cash or other securities orproperty equal in value to one share or a combination thereof, as specified by the Administrator.

OtherEquity-BasedAwards

The 2022 Planalso authorizes the grant ofother types of equity-basedawards based in whole or in part by reference to the Company’s Class A Common Stock. The Administratorwill determine the terms and conditions of any such awards.

Change in Control

Unless otherwise provided in an award agreement,under the 2022 Plan, if a participant is terminated without cause or for good reason during the 12-monthperiod following a changein control (as defined in the 2022 Plan), all of such participant’s outstanding awards shall vest and be immediately exercisableas of the date of termination. With respect to awards subject to performance goals, in the event of a change in control, all incompleteperformance periods in respect of such awards in effect on the date the change in control occurs shall end on the date of such changeand the Administrator shall (i)determine the extent to which performance goals with respect to each such performance period havebeen met based upon such audited or unaudited financial information then available as it deems relevant and (ii)cause to be paidto the applicable participant partial or full awards with respect to performance goals for each such performance period based upon theAdministrator’s determination of the degree of attainment of performance goals or, if not determinable, assuming that the applicable“target” levels of performance have been attained, or on such other basis determined by the Administrator. In addition, inthe event of a change in control, the Administrator may in its discretion cash out any or all outstanding awards immediately before thechange in control.

Changes to Capital Structure

In the event of certain changes in capitalization,including a stock split, reverse stock split or stock dividend, proportionate adjustments will be made in the number and kind of sharesavailable for issuance under the 2022 Plan, the limit on the number of shares that may be issued under the 2022 Plan as ISOs, the numberand kind of shares subject to each outstanding award and/or the exercise price of each outstanding award.

Duration, Amendment and Termination

The Administrator of the 2022 Planmay suspendor terminate the 2022 Planwithout stockholder approval or ratification at any time or from time to time. Unless sooner terminated,the 2022 Planwill terminate on the tenth anniversary of its effective date. The Administrator may also amend the 2022 Planatany time, except that no amendment shall be effective unless approved by our stockholders, to the extent stockholder approval is necessaryto satisfy any applicable laws. No change may be made that increases the total number of shares of Class A Common Stock reserved for issuancepursuant to awards or reduces the minimum exercise price for options or exchange of options for other awards, unless such change is authorizedby our stockholders. No modification may be made to an outstanding award under the 2022 Plan if such modification effects a “repricing”of the award unless such a repricing is approved by our stockholders. A termination or amendment of the 2022 Planwill not, withoutthe consent of the participant, materially impair the rights under a previously granted award.

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Restrictions on Transfer

ISOs may not be transferred or exercised by anotherperson except by will or by the laws of descent and distribution. NQSOs may, in the sole discretion of the Administrator, be transferableto certain permitted transferees as provided in the individual award agreements.

International Participation

The Administrator has the authority to implementsub-plans(or otherwise modify applicable grant terms) for purposes of satisfying applicable foreign laws, conforming to applicablemarket practices or for qualifying for favorable tax treatment under applicable foreign laws, and the terms and conditions applicableto awards granted under any such sub-planor modified award may differ from the terms of the 2022 Plan. Any shares issued in satisfactionof awards granted under a sub-planwill come from the 2022 Plan share reserve.

Incentive Stock Options

A participant will not recognize income on thegrant, vesting, or exercise of an ISO. However, the difference between the exercise price and the fair market value of our Class A CommonStock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a participant does not exercise anISO within certain specified periods after termination of employment, the participant will recognize ordinary income on the exercise ofan ISO in the same manner as on the exercise of a NQSO, as described below.

Non-QualifiedStock Options and SARs

A participant generally is not required to recognizeincome on the grant or vesting of a NQSO or SAR. Instead, ordinary income generally is required to be recognized on the date the NQSOor SAR is exercised. In general, the amount of ordinary income required to be recognized is (a)in the case of a NQSO, an amountequal to the excess, if any, of the fair market value of the shares on the exercise date over the exercise price and (b)in the caseof a SAR, the amount of cash and/or the fair market value of any shares received upon exercise. If the participant is an employee or formeremployee, the participant will be required to satisfy the tax withholding requirements applicable to such income.

A participant who receives an award of restrictedstock generally does not recognize taxable income at the time of the award. Instead, the participant recognizes ordinary income when theshares vest, subject to withholding if the participant is an employee or former employee. The amount of taxable income is equal to thefair market value of the shares on the vesting date(s) less the amount, if any, paid for the shares. Alternatively, a participant maymake a one-timeelection to recognize income at the time the participant receives restricted stock in an amount equal to the fairmarket value of the restricted stock (less any amount paid for the shares) on the date of the award by making an election under Section83(b) of the Code.

Restricted Stock Unit Awards

In general, no taxable income results upon thegrant of an RSU. The recipient will generally recognize ordinary income, subject to withholding if the recipient is an employee or formeremployee, equal to the fair market value of the shares that are delivered to the recipient upon settlement of the RSU.

Gain or Loss on Sale or Exchange of Shares

In general, gain or loss from the sale or exchangeof shares of common stock granted or awarded under the 2022 Planwill be treated as capital gain or loss, provided that the sharesare held as capital assets at the time of the sale or exchange. However, if certain holding period requirements are not satisfied at thetime of a sale or exchange of shares acquired upon exercise of an ISO, a participant generally will be required to recognize ordinaryincome upon such disposition.

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Section 409A

The foregoing description assumes that Section409A of the Code does not apply to an award. In general, options and stock appreciation rights are exempt from Section 409A if the exerciseprice per share is at least equal to the fair market value per share of the underlying stock at the time the option or stock appreciationright was granted. RSUs are subject to Section 409A unless they are settled within two and one half months after the end of the laterof (a) the end of the Company’s fiscal year in which vesting occurs or (b) the end of the calendar year in which vesting occurs.Restricted stock awards are not generally subject to Section 409A. If an award is subject to Section 409A and the provisions for the exerciseor settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenevera portion of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% U.S.federal tax and premium interest in addition to the U.S. federal income tax at the participant’s usual marginal rate for ordinaryincome.

Deductibility by Company

The Company will generally be entitled to an incometax deduction at the time and to the extent a participant recognizes ordinary income as a result of an award granted under the 2022 Plan.However, Section 162(m) of the Code may limit the deductibility of certain awards granted under the 2022 Plan. Although the Administratorconsiders the deductibility of compensation as one factor in determining executive compensation, the Administrator retains the discretionto award and pay compensation that is not deductible as it believes that it is in the stockholders’ best interests to maintain flexibilityin the approach to executive compensation and to structure a program that the Administrator considers to be the most effective in attracting,motivating and retaining key employees.

Management Contingent Share Plan

In connection with the Business Combination, weadopted an earnout incentive plan (the “Management Contingent Share Plan”) to secure and retain the services of certainkey employees and service providers and incentivize such key employees and service providers to exert maximum efforts for the successof FOXO and its affiliates. The Management Contingent Share Plan made available a total of 920,000 shares eligible to be issued pursuantto restricted share awards, all of which were issued. These restricted share awards will vest and be subject to forfeiture according totime-basedcriteria established as part of the Business Combination. With the sale of FOXO Life Insurance Company on February 3,2023, performance-based criteria is no longer required for vesting.

Summary of the Management Contingent SharePlan

Eligibility

Employees (including officers), non-employeedirectorsand consultants who render services to the Company or an affiliate thereof (whether now existing or subsequently established) are eligibleto receive awards under the Management Contingent Share Plan.

Administration

The Management Contingent Share Plan is administeredby the compensation committee, or such other committee of the Board, composed of independent directors, as is designated by the Boardto administer the Management Contingent Share Plan (the “Committee”).

Subject to the terms of the Management ContingentShare Plan, the Committee will have complete authority to construe and interpret the plan and awards granted under it. The Committee shallbe solely responsible for monitoring and determining whether or not any performance-basedcondition (described below) was achieved,and any such determination shall be final and conclusive. The Committee may utilize whatever rules and processes it believes are appropriatein this determinative process. All determinations, interpretations, and constructions made by the Committee in good faith and consistentwith the terms of the plan shall not be subject to review by any person and shall be final, binding, and conclusive on all persons.

Share Reserve

The number of shares of our Class A Common Stockthat may be issued under the Management Contingent Share Plan is 920,000shares, subject to equitable adjustment for share splits,share dividends, combinations and recapitalizations, including to account for any equity securities into which such shares are exchangedor converted. All 920,000shares of Class A Common Stock were issued to members of our management designated by management.

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Types of Awards

The Management Contingent Share Plan providesfor the grant of restricted share awards of Class A Common Stock. All of the shares of Class A Common Stock issued to employees at theClosing were issued pursuant to a “Restricted Share Award,” the terms of which apply to all shares issued to such recipient.For the purposes of the Management Contingent Share Plan, shares of restricted Class A Common Stock issued in accordance with such planwill be considered “vested” when they are no longer subject to forfeiture in accordance with the terms of such plan.

Each restricted share award issued under the ManagementContingent Share Plan was initially subject to both a time-basedvesting component and a performance-basedvesting componentas discussed below.

Time-BasedVesting

Each restricted share award shall be subject tothree service-basedvesting conditions:

Performance-BasedVesting

In addition, to time-basedvesting, priorto the sale of FOXO Life Insurance Company on February 3, 2023, one-thirdof each restricted share award only become vested uponsatisfaction of each of the following three performance-basedconditions:

With the sale of FOXO Life Insurance Company onFebruary 3, 2023, performance-based vesting was no longer required.

Service Based-Conditions

The Management Contingent Share Plan providesthat in the event of the death, disability, or termination without cause of the CEO at the time of the Closing, service-basedconditionswill not apply.

Forfeiture of Restricted Share Awards

Prior to the discontinuation of the performance-basedvesting, if a performance-basedcondition was not achieved within the specified timeframe then the one-thirdportion of eachrestricted share award that is associated to that performance-basedcondition was forfeited. The Committee was solely responsiblefor monitoring and determining whether or not any performance-basedcondition was achieved and any such determination was final andconclusive.

Any restricted stock awards that fail to vestdue to a time-basedvesting condition not being satisfied will be forfeited by the participant and the shares associated with thataward will be permanently forfeited and cancelled.

Change in Control

In the event of a change in control (as definedin the plan), all time-basedvesting conditions time frame for achievement has not expired will be waived.

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Duration, Amendment and Termination

Unless sooner terminated, the Management ContingentShare Plan will terminate on the first to occur of (a)the date that 100% of the restricted share awards have become vested or (b)thefirst businessday following the fifth (5^th) anniversary of the Closing. The Board may suspend or terminate the plan withthe written consent of all remaining participants in the Management Contingent Share Plan (at the time of the proposed suspension or terminationof the Management Contingent Share Plan). The Board at any time, and from time to time, may amend, supplement, modify or restate the planor any award provided that any such amendment applicable to a previously outstanding award shall not have an adverse effect on a participantor diminish the value of any previously outstanding award under the plan without participant’s prior written consent.

Restrictions on Transfer

Except for transfers without consideration topersons or entities related to a participant (family members, family trusts, etc.) restricted share awards may not be transferred to anotherperson except in the sole discretion of the Committee.

Short-Term Incentive Compensation

As outlined in our compensation policy, our namedexecutive officers are eligible to earn discretionary biannual incentive bonuses. These discretionary incentive bonuses are worth, atmaximum, 10% of each named executive officer’s annual base salary per review cycle, for an annual total value of up to 20% of eachnamed executive officer’s base salary. Review cycles occur biannually, following the second and fourth quarter of each year, anddiscretionary incentive bonuses are paid at the conclusion of these review cycles. Discretionary biannual incentive bonuses awarded tonamed executive officers are paid in the form of stock option awards, cash, or some combination of the two. As such, since our named executiveofficers typically received their biannual incentive bonuses in the form of stock options, these amounts, as applicable to each year presented,are included in the “option awards” column of the summary compensation table above.

Agreements with Named Executive Officers

Agreement with Tyler Danielson, our formerInterim Chief Executive Officer and Chief Technology Officer

We entered into an offer letter with TylerDanielson on September 3, 2020, pursuant to which Mr. Danielson agreed to serve as our Chief Technology Officer and receive anannual base salary of $195,000. Mr. Danielson’s employment was to continue until such time as either we or Mr. Danielsonterminated employment. Mr. Danielson was granted 1,743 shares of restricted stock on a post-business combination basis asreplacement for a signing bonus that was initially intended to be in the form of a Sprinter Van.

Mr. Danielson was also eligible to participatein a discretionary incentive compensation plan and receive annual incentive compensation in the form of cash and/or stock options basedon individual performance and our achievement of certain milestones, with a payment expected to equate to up to 20% of annual base salary.Incentive compensation was to be paid at our discretion.

Mr.Danielson was also eligible for standardbenefit plans made available to management-levelemployees.

Mr. Danielson resigned as Interim Chief ExecutiveOfficer and Chief Technology Officer of the Company, effective as of September 14, 2023.

Agreement with Robert Potashnick, our formerChief Financial Officer

We entered into an employment agreement with RobertPotashnick on December 29, 2020, pursuant to which Mr. Potashnick agreed to serve as our Chief Financial Officer and receive an annualbase salary of $180,000. Mr. Potashnick’s employment was to continue until such time either the Company or Mr. Potashnick terminatedthe employment agreement.

Mr. Potashnick was eligible to participate ina discretionary incentive compensation plan and receive annual incentive compensation in the form of cash and/or stock options based onindividual performance and our achievement of certain milestones, with a payment expected to equate to up to 20% of annual base salary.No later than thirty days of the commencement date of the employment agreement, the Company compensated Mr. Potashnick with (i) a cashcompensation signing bonus of $30,000; and (ii) an initial grant of 7,842 incentive stock options on a post-Business Combination basis.Additionally, in the absence of an executive incentive compensation plan by the compensation committee of the Board, Mr. Potashnick waseligible for an additional annual bonus of up to 20% of his salary.

The employment agreement provided thatMr.Potashnickwas also eligible for standard benefit plans made available to management-levelemployees.

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We had the right immediately to terminate Mr.Potashnick’s employment for cause (as defined in his employment agreement) during the employment period upon notice to Mr. Potashnick.

In the event of a termination of Mr. Potashnick’semployment, we were required to pay Mr. Potashnick: (i)any unpaid base salary on our regular payday, prorated to the effective dateof termination; and (ii) the dollar value of all accrued and unused vacation benefits based upon Mr. Potashnick’s base salary. Wewere also required to reimburse Mr. Potashnick in accordance with and subject to the requirements of our expense reimbursem*nt practicesfor any reasonable and necessary business expenses incurred by Mr. Potashnick’s on behalf of the Company on or before the date onwhich his employment terminated, and reported and properly documented on expense reports.

We had the right to terminate Mr. Potashnick’semployment without cause during the employment period upon notice to Mr. Potashnick. In the event of a termination without cause (as definedin his employment agreement), we were required to pay Mr. Potashnick severance compensation in an amount equal to an amount of one halfof Mr. Potashnick’s base salary in effect on the date on which Mr. Potashnick’s employment is terminated, payable in a lumpsum within 30 days after the date of the termination. If Mr. Potashnick was eligible for and elects to continue group health coverageunder the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), he would be allowed to do so. We were alsorequired to pay Mr. Potashnick a bonus under our equity incentive plan prorated based upon the number of days for which Mr. Potashnickwas employed during the period for which such payments are made (e.g., quarter), and any options or other equity incentives which havebeen granted to Mr. Potashnick shall fully vest on the date of termination.

The CFOemployment agreement includes provisionsgoverning Company confidential information, assignment of employee inventions, non-solicitationof employees for 12months followingemployment termination, non-competitionfor one year following any employment termination for cause or without good reason (as definedin the employment agreement) and indemnification rights.

Mr. Potashnick resigned as Chief Financial Officerof the Company, effective as of September 13, 2023.

Agreement with Brian Chen, our former ChiefScience Officer

Our predecessor, GWG Holdings, Inc., entered intoan employment agreement with Mr.Brian Chen, its Chief Science Officer, as of August20, 2017, for a five-yearinitialterm that automatically renews for additional one-yearterms thereafter. For theyears ended December31, 2022 and 2021,the annual base salary for Mr.Brian Chen was $236,000. By letter agreement, dated October17, 2019, the CSO employment agreementwas amended and provided that Mr.Brian Chen would be eligible to participate in a discretionary incentive compensation plan andreceive annual incentive compensation in the form of cash and/or stock options based on individual performance and the company’sachievement of certain milestones, with a payment expected to equate to up to 20% of annual base salary. The CSO employment agreementprovided that Mr.Brian Chen was eligible for standard benefit plans made available to management-levelemployees. If the CSO’semployment were to end on account of death or disability, the Company would be required to pay his estate continued salary for one monthand continue welfare benefits including paying all premiums for coverage of the CSO’s dependent family members.

The CSO employment agreement included provisionsgoverning Company confidential information, assignment of employee inventions, non-solicitationof employees for 12months followingemployment termination, non-competitionfor one year following any employment termination for cause or without good reason (as definedin the CSO employment agreement) and indemnification rights.

Mr. Chen resigned as our Chief Science Officereffective as of September 14, 2023, pursuant to a resignation letter. Mr. Chen’s resignation letter asserted that he resigned forGood Reason (as defined in his employment agreement); however, he did not specify what he believed constituted Good Reason.

Agreements with Current Executive Officers

Agreement with Mark White, our Interim ChiefExecutive Officer

On September 19, 2023, we entered into an interimemployment agreement with Mark White, pursuant to which Mr. White agreed to serve as our Interim Chief Executive Officer and as a memberof the Board. Pursuant to the employment agreement, Mr. White is an at-will employee and will receive an annual base salary of $1.

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Mr. White is eligible to participate in our benefitsprogram, including medical, dental and vision, 401k plan, short-term and long-term disability, paid time off, holidays and other voluntarybenefits. We also agreed to reimburse Mr. White for reasonable out-of-pocket expenses incurred in furthering our businesses, after heprovides an itemized account of expenditures pursuant to our reimbursem*nt policy. The employment agreement includes provisions governingCompany confidential information and ownership of work product.

On October 3, 2023, we granted Mr. White 250,000shares of Class A Common Stock pursuant to the 2022 Plan in consideration of services rendered and to be rendered to us. The shares awardedare not subject to any performance or vesting criteria, are deemed fully earned as of the grant date and are not subject to forfeiture,even if Mr. White’s employment with us terminates for any reason.

Agreement with Martin Ward, our Interim ChiefFinancial Officer

On September 19, 2023, we entered into an interimemployment agreement with Martin Ward, pursuant to which Mr. Ward agreed to serve as our Interim Chief Financial Officer. Pursuant tothe employment agreement, Mr. Ward is an at-will employee and will receive an annual base salary of $1.

Mr. Ward is eligible to participate in our benefitsprogram, including medical, dental and vision, 401k plan, short-term and long-term disability, paid time off, holidays and other voluntarybenefits. We also agreed to reimburse Mr. Ward for reasonable out-of-pocket expenses incurred in furthering our businesses, after he providesan itemized account of expenditures pursuant to our reimbursem*nt policy. The employment agreement includes provisions governing Companyconfidential information and ownership of work product.

On October 3, 2023, we granted Mr. Ward 250,000shares of Class A Common Stock pursuant to the 2022 Plan in consideration of services rendered and to be rendered to us. The shares awardedare not subject to any performance or vesting criteria, are deemed fully earned as of the grant date and are not subject to forfeiture,even if Mr. Ward’s employment with us terminates for any reason.

Outstanding Equity Awards

The following table sets forth information concerningoutstanding equity awards held by each of our named executive officers as of and during the year ended December31, 2023, on a post-BusinessCombination basis. The table reflects both vested and unvested stock option awards, bifurcated by grant date.

Director Compensation

Non-Employee Director Compensation Table

During the year ended December 31, 2023, no compensationwas earned by, paid to, or awarded to Bret Barnes or Andrew Poole, the non-employee directors who served on the board of directors during2023.

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Item 12. SecurityOwnership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of June 3, 2024,the number of shares of Class A Common Stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3)of the Exchange Act of 1934) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock; (ii) eachof our directors; (iii) each of our named executive officers; and (iv) all current executive officers and directors as a group. Informationrelating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by eachperson using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficialowner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the votingof the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is alsodeemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days from thedate of this Annual Report. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, anda person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as notedbelow, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s addressis c/o FOXO Technologies Inc., 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401.

Applicable percentage of ownership is based on10,667,258 shares of Class A Common Stock issued as of June 3, 2024.

Item 13. Certain Relationshipsand Related Transactions, Director Independence

Except as disclosed below,for transactions with our executive officers and directors, please see the disclosure under “Executive Compensation”above.

Letter Agreementfor Software License and Development

On October 29, 2023,we entered into a letter agreement (the“Letter Agreement”) with KR8 AI, pursuant to which KR8 granted us a provisionalexclusive license (the “License”) to use KR8’s KR8 AI Eco System and iOS/Android app to develop one or more consumerhealth, wellness and longevity apps. The Letter Agreement limits the distribution of any such apps to consumers in North America. TheLetter Agreement provides that KR8 AI will grant us a non-provisional exclusive License with a perpetual term upon the parties’signing of a definitive license agreement.

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Pursuant to the LetterAgreement, we agreed to pay KR8 AI an initial license and development fee of $2,500,000, with $1,500,000 to be paid in cash in agreedupon monthly increments and the remaining $1,000,000 to be paid in our Class A Common Stock at 102% of the closing price of the CommonStock on the date of the definitive agreement, subject to the authorization of NYSE American, provided that, (i) with the consent of KR8AI, portions of the cash fee may be paid in shares of Common Stock and (ii) for so long as the Common Stock is listed on a major exchange,commencing July 1, 2024, if the average trading volume exceeds $50,000 per day for an agreed upon period, up to a third of any monthlyfee may be paid in shares of Common Stock.

In addition to the licenseand development fee, we agreed to pay KR8 AI a royalty of 15% of product subscriber revenues, with a minimum annual royalty to be agreedupon by the parties. If the royalty paid in respect of any year is less than the applicable minimum, the License will become non-exclusive;we will have the option to maintain exclusivity by paying the shortfall.

Pursuant to the LetterAgreement, KR8 AI will provide ongoing support and maintenance for a monthly fee of $50,000. In addition, KR8 AI will assist with thedevelopment of any apps. Wey will pay KR8 AI 110% of its out-of-pocket costs in providing development services; provided that the first$50,000 due for development services any month will be deemed satisfied by payment of the monthly maintenance fee.

Pursuant to the LetterAgreement, KR8 AI will own all rights to intellectual property produced solely by KR8 AI in performing under the License, provided thatwe will have the right to use such property pursuant to the License. We will own all rights to intellectual property in the form of bothsample meta-data and paired molecular data collected including research results and biomarkers produced solely by us utilized in KR8 AI’sproducts, including without limitation the raw and processed epigenetic data, provided KR8 AI will have the right to use such propertypursuant to the License. We and KR8 AI will jointly own all rights to intellectual property produced jointly.

Pursuant to the LetterAgreement, the parties agreed to promptly negotiate and enter into a definitive license agreement containing the terms described in theLetter Agreement and such other customary terms and conditions, including among others, scope and timing of deliverables, use restrictions,terms with respect to confidentiality, indemnification, insurance, choice of law and forum, conditions of default, rights and remediesupon a default, warranties and limitations of liability. If the parties fail to enter into a definitive license agreement prior to November15, 2023, each party’s remedy will be limited to commencing an arbitration to determine all issues not agreed upon. If the arbitratorsfail to provide a remedy with respect to each issue raised, the parties will nevertheless be obligated to perform as set forth in theLetter Agreement, subject to such rights of termination as may be agreed upon in a license agreement.

Mark White, our InterimChief Executive Officer and director, is KR8 AI’s President. Martin Ward, our Interim Chief Financial Officer, is KR8 AI’sChief Financial Officer. Mr. White and Mr. Ward each beneficially owns more than 5% of the common stock of KR8 AI.

KR8 AI Master Licenseand Services Agreement

Effective January 12,2024, we entered into the License Agreement with KR8 AI. Our Interim CEO and Interim CFO each are equity owners of KR8 AI. Under the LicenseAgreement, KR8 AI granted to us a limited, non-sublicensable, non-transferable perpetual license to use the “Licensor Products”listed in Exhibit A to the License Agreement, to develop, launch and maintain license applications based upon our epigenetic biomarkertechnology and software to develop an AI machine learning epigenetic APP to enhance health, wellness and longevity. The territory of theLicense Agreement is solely within the U.S., Canada and Mexico.

Under the License Agreement,we agreed to pay to KR8 AI an initial license and development fee of $2,500,000, a monthly maintenance fee of $50,000, and an ongoingroyalty equal to 15% of “Subscriber Revenues,” as defined in the License Agreement, in accordance with the terms and subjectto the minimums set forth in the schedules of the License Agreement. We agreed to reimburse KR8 AI for all reasonable travel and out-of-pocketexpenses incurred in connection with the performance of the services under the License Agreement, in addition to payment of any applicablehourly rates. If we fail to timely pay the “Minimum Royalty,” as defined in the License Agreement, due with respect to anycalendar year, the license will become non-exclusive.

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The initial term of theLicense Agreement commences on the effective date of the License Agreement. Unless terminated earlier in accordance with the terms, theLicense Agreement will be perpetual. Either party may terminate the License Agreement, effective on written notice to the other party,if the other party materially breaches this License Agreement, and such breach remains uncured 30 days after the non-breaching party providesthe breaching party with written notice of such breach, in which event, the non-breaching party will then deliver a second written noticeto the breaching party terminating the License Agreement, in which event the License Agreement, and the licenses granted under the LicenseAgreement, will terminate on the date specified in such second notice. Either party may terminate the License Agreement, effective immediatelyupon written notice to the other party, if the other party: (i) is unable to pay, or fails to pay, its debts as they become due; (ii)becomes insolvent, files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarilyor involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a generalassignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointedby order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

We may terminate theLicense Agreement at any time upon 90 days’ notice to KR8 AI provided that, as a condition to such termination, we immediately ceaseusing any Licensor Products. KR8 AI may terminate the License Agreement at any time upon 30 days’ notice to us if we fail to payany portion of the “Initial License Fee,” as defined in the License Agreement.

Cash payments by us to KR8 AI are restricted bythe terms of a legal settlement agreement with Smithline, which is more fully discussed in “Item 3. Legal Proceedings - SmithlineFamily Trust II vs. FOXO Technologies Inc. and Jon Sabes” herein.

Under the License Agreement,on January 19, 2024 we issued 1,300,000 shares of Class A Common Stock to KR8 AI.

Demand Promissory Notes

On September 19, 2023, we obtained a $247,233loan from Andrew J. Poole, a director of the Company (the “September 2023 Loan”), to be used to pay for directors’and officers’ insurance through October 2023. We issued to Mr. Poole a demand promissory note for $247,233 evidencing the September2023 Loan (the “September 2023 Note”). The September 2023 Note does not bear interest. The September 2023 Note is dueon demand, and in the absence of any demand, will be due one year from the issuance date. The September 2023 Note may be prepaid, in wholeor in part, without penalty at any time.

On October 2, 2023, we obtained a $42,500 loanfrom Mr. Poole (the “October 2023 Loan”) to be used to pay for MSK’s legal fees through October 2023. We issuedto Mr. Poole a demand promissory note for $42,500 evidencing the October 2023 Loan (the “October 2023 Note”). The October2023 Loan accrues interest in arrears at a rate of 13.25% per annum. The principal sum of the October 2023 Note is due on demand, andin the absence of any demand, one year from the issuance date. The October 2023 Note may be prepaid, in whole or in part, without penaltyat any time.

Delwinds

On February23, 2022, Delwinds issued a promissorynote in the principal amount of up to $2,000,000 to the Sponsor (the “Sponsor February Promissory Note”). The SponsorFebruary Promissory Note was issued in connection with advances the Sponsor has made to Delwinds for working capital expenses. As of thedate of this Annual Report, $500,000 was still outstanding under the Sponsor February Promissory Note.

On February24, 2022, in connection withthe Business Combination, concurrent with the execution of the Merger Agreement, Andrew J. Poole, Delwinds’ Chairman and Chief ExecutiveOfficer, and The Gray Insurance Company, which is an affiliate of certain of Delwinds’ officers and directors (the “BackstopInvestors”) entered into Backstop Subscription Agreements (the “Backstop Subscription Agreements”) pursuantto which the Backstop Investors agreed, subject to the terms and conditions of the Backstop Subscription Agreements, to purchase certainnewly-issued shares of Class A Common Stock, contingent upon the occurrence of certain events, including the amount of Class A CommonStock redeemed upon consummation of the Business Combination and other contingencies. Concurrent and in connection with Delwinds enteringinto a Forward Purchase Agreement with Meteora Capital Partners or its affiliates, Delwinds and the Backstop Investors entered into revisedBackstop Subscription Agreements (the “Revised Backstop Subscription Agreements”), the terms of which were also approvedand agreed by Legacy FOXO. As a result of the terms of the Revised Backstop Subscription Agreements, the Backstop Investors did not subscribefor Delwinds shares concurrent with the consummation of the Business Combination pursuant to such agreements, in connection with Delwindsentering into the Forward Purchase Agreement with Meteora.

Delwinds has entered into a registration and stockholderrights agreement with respect to the private placement units, the units issuable upon conversion of working capital loans (if any) andthe shares of Delwinds Class A Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares.

On September 14, 2022, the Sponsor forfeited 600,000shares of Delwinds Class B Common Stock and assigned all of its remaining securities of the Company to its members for no additional considerationpursuant to securities assignment and joinder agreements (the “Distribution”), pursuant to which the members becameparties to the Existing Letter Agreement, as amended by the Insider Letter Amendment, the Registration Rights Agreement, dated as of December10, 2020, and Warrant Agreement, dated as of December 10, 2020, as applicable.

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Legacy FOXO

Other than compensation arrangements, the followingis a summary of the transactions and series of similar transactions since January1, 2020, or any currently proposed transactions,to which Legacy FOXO was a participant or will be a participant, in which:

Compensation arrangements for our directors andnamed executive officers are described elsewhere in this Annual Report.

Sales and Purchases of Securities

Convertible Debenture Sales

During the three months ended March31, 2021,Legacy FOXO entered into separate Securities Purchase Agreements and other 2021 Bridge Agreements, with the 2021 Bridge Investors, pursuantto which Legacy FOXO issued $11,812,500 in aggregate principal amount of the 2021 Bridge Debentures. Legacy FOXO received net proceedsof $9,612,007 from the sale of the 2021 Bridge Debentures after the original issue discount of 12.5% and deducting fees and expenses of$887,993. The 2021 Bridge Debentures were issued in three tranches, on January25, 2021, February23, 2021, and March4,2021. The 2021 Bridge Debentures mature twelve months from the initial issuance dates, bear interest at a rate of 12% per annum, and requireinterest only payments on a quarterly basis. We retained the right to extend the maturity date for each issuance for an additional three-monthperiodand incur an extension amount rate of 110% of the outstanding balance of the 2021 Bridge Debenture. The 2021 Bridge Debentures allow forboth: (i) voluntary conversion of aggregate principal and accrued and unpaid interest to shares of Class A Common Stock at the optionof the holder at a price per share equal to OIP and (ii) mandatory conversion of aggregate principal and accrued and unpaid interest uponour consummation of offering of common stock, including a special purpose acquisition company transaction, for an aggregate price of atleast $5,000,000 at a price per share equal to the lower of (a) 70% of the offering price per share or (b) OIP. On January25, 2021,Legacy FOXO also issued convertible debentures to its serving Chief Executive Officer and Chief Operating Officer, and to the Consultant(as defined below) that provided consulting services to Legacy FOXO, on the same terms as the 2021 Bridge Debentures issued to the 2021Bridge Investors.

Effective February22, 2022, pursuant tothe 2021 Bridge Amendment, Legacy FOXO and the requisite 2021 Bridge Investors amended the terms of certain 2021 Bridge Agreements to,among other things: (i) expand the definition of “Qualified Offering” to include certain transactions with a special purposeacquisition company, (ii) permit Legacy FOXO to undertake the issuance of the 2022 Bridge Debentures, (iii) allow Legacy FOXO to furtherextend the maturity dates of the 2021 Bridge Debentures by 5months under certain circ*mstances and (iv) implement additional premiumspayable on the outstanding principal amount of the 2021 Bridge Debentures under certain circ*mstances.

Contractor Agreement

In October 2021, Legacy FOXO entered into a ContractorAgreement with Dr. Murdoc Khaleghi, one of its former directors, under which Dr. Khaleghi served as FOXO’s Chief Medical Officer.The Company paid Dr. Khaleghi $99,000 for the year ended December 31, 2022. Additionally, Dr. Khaleghi received 80,000 shares of the Company’sClass A Common Stock under the Management Contingent Share Plan related to his service under the Contractor Agreement with the Companyrecognizing $29,000 of expense during the year ended December 31, 2022. During the fourth quarter of 2022, Dr. Khaleghi and the Companypaused services and payments under this agreement.

Indemnification Agreements

Section145 of the DGCL authorizes a courtto award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permitsuch indemnification under certain circ*mstances for liabilities, including reimbursem*nt for expenses incurred, arising under the SecuritiesAct.

The Charter provides for indemnification of theCompany’s directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and the Company Bylaws providefor indemnification of the Company’s directors, officers, employees and other agents to the maximum extent permitted by the DGCL.

In addition, we have entered and will enter intoindemnification agreements with directors, officers, and some employees containing provisions which are in some respects broader thanthe specific indemnification provisions contained in the DGCL. The indemnification agreements will require the Company, among other things,to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors and to advancetheir expenses incurred as a result of any proceeding against them as to which they could be indemnified.

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Consulting Agreement

In April2022, Legacy FOXO executed a consultingagreement (the “Consulting Agreement”) with Bespoke Growth Partners, Inc., a company controlled by Mark Peikin (the“Consultant”), which was subsequently amended on June1, 2022. The Consultant was considered to be a related partyof the Company as a holder of more than 5% of Legacy FOXO Class A Common Stock prior to the Business Combination. The agreement had aterm of twelvemonths, over which the Consultant was to provide services that include, but are not limited to, advisory servicesrelating to the implementation and completion of an event that will result in Legacy FOXO being publicly listed and subject to ExchangeAct.Following the execution of the agreement, as compensation for such services to be rendered as well as related expenses over the term ofthe contract, the Consultant was paid a cash fee of $1,425. The Consulting Agreement also called for the payment of an equity fee as compensationfor such services. Legacy FOXO issued 1,500,000shares of Class A Common Stock to the Consultant. These shares were intended to convertinto no less than 80,000shares of Class A Common Stock of the Company after the consummation of the Business Combination. To theextent that adjustments to the Conversion Ratio reduced the Consultant’s converted shares to an amount less than 80,000, the Consultantwas to be issued make-upshares to ensure they were the holder of 80,000shares of the Company’s Class A Common Stockfollowing the close of the Business Combination. The shares ultimately converted into 87,126 shares of the Company’s Class A CommonStock.

Policies for Approval of Related PersonTransactions

Our Board reviews and approves transactions withrelated persons. Prior to our Board’s consideration of a transaction with a related person, the material facts as to the relatedperson’s relationship or interest in the transaction are disclosed to the Board, and the transaction is not considered approvedby the Board unless a majority of the directors who are not interested in the transaction approve the transaction.

We adopted a written related person transactionpolicy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” isa transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of whichinvolved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “relatedperson” means:

We have policies and procedures designed to minimizepotential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for thedisclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, theaudit committee of the Board has the responsibility to review related party transactions.

Employment Arrangements

We have entered into interim employment agreementswith our Interim Chief Executive Officer and Interim Chief Financial Officer, which are described above under Executive Compensation– Narrative Disclosure to the Summary Compensation Table – Agreements with Current Executive Officers.” See “ExecutiveCompensation – Narrative Disclosure to the Summary Compensation Table – Agreements with Named Executive Officers”for a description of the terms and conditions of employment agreements by and between our predecessor companies and our former executiveofficers.

Simultaneously with the execution and deliveryof the Merger Agreement, certain of our former executive officers who were executive officers of Legacy FOXO entered into Non-CompetitionAgreementsin favor of Legacy FOXO and Delwinds and their respective present and future successors and direct and indirect subsidiaries. Under theNon-CompetitionAgreements, the Legacy FOXO executive officers signatory thereto agree not to compete with Delwinds, Legacy FOXOand their respective affiliates during the two-yearperiod following the Closing and, during such two-yearrestricted periodand not to solicit employees or customers of such entities. The Non-CompetitionAgreement also contains customary confidentialityand non-disparagementprovisions.

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Item 14. PrincipalAccountant Fees and Services

KPMG LLP (“KPMG”)served as our independent registered public accounting firm from September 20, 2022 following the Closing of the Business Combinationuntil June 12, 2023, and as the independent registered public accounting firm of our predecessor, Legacy FOXO, from November 8, 2021 untilJune 12, 2023.

Effective June 12, 2023,the Audit Committee approved the appointment of EisnerAmper LLP (“EisnerAmper”) as our independent registered publicaccounting firm for the fiscal year ended December 31, 2023 and EisnerAmper served until January 3, 2024.

On December 29, 2023,we engagedKreit & Chiu CPA LLP(“Kreit”) to serve as ourindependent registered public accounting firm for the year ended December 31, 2023.

The following is a summaryof the fees and services provided by KPMG and EisnerAmper to FOXO and its predecessor, Legacy FOXO, for fiscal years 2023 and 2022:

The audit committee meetswith our independent registered public accounting firm at least four times a year. At such times, the audit committee reviews both auditand non-audit services performed by the independent registered public accounting firm, as well as the fees charged for such services.The audit committee is responsible for pre-approving all auditing services and non-auditing services (other than non-audit services fallingwithin thede minimisexception set forth in Section 10A(i)(1)(B) of the Exchange Act and non-audit services that independentauditors are prohibited from providing to us) in accordance with the following guidelines: (1) pre-approval policies and procedures mustbe detailed as to the particular services provided; (2) the audit committee must be informed about each service; and (3) the audit committeemay delegate pre-approval authority to one or more of its members, who shall report to the full committee, but shall not delegate itspre-approval authority to management. Among other things, the audit committee examines the effect that performance of non-audit servicesmay have upon the independence of the auditors.

All of the services providedby KPMG and EisnerAmper since the Closing of the Merger in September 2022, and fees for such services, were pre-approved by the auditcommittee in accordance with these standards.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Consolidated FinancialStatements:

The following documents are filed as part of this Annual Report:

Consolidated Financial Statements and Reportof Independent Registered Public Accounting Firm, all of which are set forth on pages F-1 through F-47 of this Annual Report.

(a)(2) Financial Statement Schedules:

Financial statement schedules are omitted becausethey are not required, not applicable or because the required information is shown in the consolidated financial statements or notes thereto.

(a)(3) Exhibits:

Required exhibits are incorporated by referenceor are filed with this Annual Report.

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Item 16. Form 10-K Summary

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,thereunto duly authorized, on the 6^th the day of June, 2024.

Pursuant to the requirementsof the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated.

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FOXO TECHNOLOGIES INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

Report of Independent RegisteredPublic Accounting Firm

To the Stockholders and Board of Directors
FOXO TechnologiesInc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balancesheet of FOXO Technologies Inc. and subsidiaries (the Company) as of December 31, 2022, the related consolidated statements of operations,stockholders’ (deficit) equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financialstatements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position ofthe Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity withU.S. generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements havebeen prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements,the Company has suffered continued negative cash flows and losses from operations, and has stated that substantial doubt exists aboutit* ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidatedfinancial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on ouraudit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are requiredto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulationsof the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards ofthe PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financialstatements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risksof material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respondto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the consolidated financialstatements. We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP

We served as the Company’s auditor from 2021 to 2023.

Minneapolis, Minnesota

March 30, 2023

F-2

Report of Independent RegisteredPublic Accounting Firm

Board of Directors and Shareholders

FOXO Technologies Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidatedbalance sheet of FOXO Technologies Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2023, and therelated statements of operations, stockholders’ (deficit) equity, and cash flows for the year then ended, and the related notes(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statementspresent fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operationsand its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statementshave been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the consolidated financialstatements, the Company has a negative working capital and shareholders’ deficiency of $14,103,000 and $14,100,000, respectivelyas of December 31, 2023. The Company has incurred recurring losses and sustained a net loss of $26,451,000 and $95,255,000 for the yearsended December 31, 2023 and 2022, respectively. These conditions raise substantial doubt about the Company’s ability to continueas a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statementsdo not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We area public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are requiredto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulationsof the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with thestandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engagedto perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understandingof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’sinternal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assessthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respondto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluatingthe overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

/s/ Kreit & Chiu CPA LLP

We have served as the Company’s auditor since2023.

New York, New York

June 6, 2024

F-3

FOXOtechnologies inc. and subsidiaries

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

See accompanying Notes to Consolidated FinancialStatements

F-4

FoxoTechnologies INc. and subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)