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1、2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm1/50S-1 1 forms-1.htm S-1 As filed with the Securities and Exchange Commission on May 2,2025 Registration No.333-_ UNITED STATESSECURITIES AND

2、EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 FOXO Technologies Inc.(Exact name of registrant as specified in its charter)Delaware 8731 85-1050265(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassific

3、ation Code Number)(I.R.S.EmployerIdentification Number)477 South Rosemary AvenueSuite 224West Palm Beach,FL 33401(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Registered Agent Solutions,Inc.838 Walker RoadSuite 21-2Dover,DE 19904(888)

4、716-7274(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Brian Higley,Esq.Business Legal Advisors,LLC14888 Auburn Sky DriveDraper,Utah 84020(801)634-1984 Approximate date of commencement of proposed sale to the public:As soon as practicable aft

5、er this registration statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offeri

6、ng pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities

7、 Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities

8、Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions o

9、f“large accelerated filer,”“accelerated filer,”“smaller2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm2/50reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Lar

10、ge accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards

11、 provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration statement s

12、hallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statementshall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/00016411722500840

13、4/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm3/50 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold untilthe registration statement filed with the Securities and Exchange Commission is effec

14、tive.This preliminary prospectus isnot an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer orsale is not permitted.PRELIMINARY PROSPECTUSSubject to Completion,dated May 2,2025 FOXO Technologies Inc.Up to 4,000,000 Shares of Cla

15、ss A Common Stock Issuable Upon Conversions of Series A Cumulative ConvertibleRedeemable Preferred Stock This prospectus relates to the offer and resale of up to an aggregate of 4,000,000 shares(the“Conversion Shares”),of Class ACommon Stock,par value$0.0001 per share(“Common Stock”)of FOXO Technolo

16、gies Inc.,a Delaware corporation(the“FOXO,”“Company”,“we”,“us”or“our”)issuable upon the conversions of an aggregate of 10,632 shares of the CompanysSeries A Cumulative Convertible Redeemable Preferred Stock(the“Series A Preferred Stock”).1,232 of the shares of Series APreferred Stock were issued to

17、Sabby Volatility Warrant Master Fund,Ltd.(“Sabby Volatility”)pursuant to a conversion noticesubmitted to the Company by Sabby Volatility of the right to exchange a Senior Promissory Note in the principal amount of$1,120,000 issued to Sabby Volatility on December 6,2024 for shares of Series A Preferr

18、ed Stock.3,949.59 of the shares of SeriesA Preferred Stock were acquired by Sabby Volatility from Rennova Health,Inc.,a Delaware corporation(“RHI”)in a shareexchange.650 of the shares of Series A Preferred Stock were issued to Sabby Volatility pursuant to Securities Purchase Agreementsbetween the Co

19、mpany and Sabby Volatility each dated April 4,2025 and April 15,2025,respectively(the“PurchaseAgreements”).4,800.41 of the shares of Series A Preferred Stock were acquired by Sabby Healthcare Master Fund,Ltd.(“SabbyHealthcare”)from RHI in a share exchange.Certain holders of the shares of Series A Pr

20、eferred Stock,including Sabby Volatility,are each referred to herein as a“Selling Stockholder”and collectively as the“Selling Stockholders.”We are registering the resaleof the Conversion Shares as set forth in this prospectus to satisfy our obligations under the Purchase Agreements and theaccompanyi

21、ng registration rights agreement dated as of April 4,2025(the“Registration Rights Agreement”)between theCompany and Sabby Volatility.For additional information regarding the issuance of the shares of Series A Preferred Stock to theSelling Stockholders,see“Senior Notes Transaction,”“Series A Preferre

22、d Private Offering Transaction,”and“The RennovaHealth Exchange Transaction”beginning on page 7.This prospectus also covers any additional shares of Common Stock that may become issuable upon any adjustment pursuant to theterms of the Series A Preferred Stock issued to the Selling Stockholders by rea

23、son of stock splits,stock dividends,and other eventsdescribed therein.The Conversion Shares will be resold from time to time by the Selling Stockholders listed in the section titled“SellingStockholders”beginning on page 8.The Selling Stockholders,or their respective transferees,pledgees,donees or ot

24、her successors-in-interest,may sell the ConversionShares through public or private transactions at prevailing market prices,at prices related to prevailing market prices or at privatelynegotiated prices.The Selling Stockholders may sell any,all or none of the securities offered by this prospectus,an

25、d we do notknow when or in what amount the Selling Stockholders may sell their Conversion Shares hereunder following the effective date ofthis registration statement.We provide more information about how a Selling Stockholder may sell its Conversion Shares in thesection titled“Plan of Distribution”o

26、n page 15.We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus.We will bear all costs,expenses and fees in connection with the registration of these securities,including with regard to compliancewith state securities or“blue

27、 sky”laws.The timing and amount of any sale are within the sole discretion of each SellingStockholder.The Selling Stockholders will bear all commissions and discounts,if any,attributable to their sale of shares ofCommon Stock.2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms

28、-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm4/50 Sales of a substantial number of our shares of Common Stock in the public market by the Selling Stockholders and/or by our otherexisting security holders,or the perception that those sales might occur,could depre

29、ss the market price of the Common Stock andPublic Warrants(as defined below)and could impair our ability to raise capital through the sale of additional equity securities.Weare unable to predict the effect that such sales may have on the prevailing market price of the Common Stock and Public Warrant

30、s.See“Risk Factors Risks Related to this Offering by the Selling Stockholders Sales of a substantial number of our securities inthe public market by the Selling Stockholders and/or by our other existing stockholders could cause the price of the Class ACommon Stock and Public Warrants to fall.”Our re

31、gistration of the securities covered by this prospectus does not mean that any Selling Stockholder will issue,offer or sell,asapplicable,any of the securities.The Selling Stockholders may offer and sell the securities covered by this prospectus in a numberof different ways,at varying prices and for

32、varying gains.We provide more information about how the Selling Stockholders maysell the securities in the section entitled“Plan of Distribution.”We do not have sufficient capital to fund our operations.Additionally,our independent registered public accounting firm hasincluded an explanatory paragra

33、ph relating to our ability to continue as a going concern in its report on our audited financialstatements.We have taken various actions to bolster our cash position,including raising funds through various private debt andequity offerings,conserving cash by issuing the certain payment shares and rig

34、hts to certain stockholders in satisfaction ofoutstanding amounts payable by us to them,and reducing our employee headcount.Based on our current operating plan,our cashposition as of December 31,2024,and after taking into account the actions described above,we expect to be able to fund ouroperations

35、 through December 2025.We will need additional financing or other increase in our cash and cash equivalents balance toenable us to fund our operations beyond December 31,2025.We have recently acquired Myrtle Recovery Centers,Inc.,a Tennessee corporation(“Myrtle”),the operator of a 30-bed behavioralh

36、ealth facility in East Tennessee,as a synergistic opportunity to expand our operations into the healthcare sector and as acomplement to our epigenetics division as well as Rennova Community Health,Inc.,a Florida corporation(“RCHI”),the owner ofScott County Community Hospital,Inc.(d/b/a Big South For

37、k Medical Center)(“SCCH”),a critical access hospital in Tennessee.Our Common Stock is listed on the NYSE American LLC(“NYSE American”)under the symbol“FOXO.”Our Public Warrantsare quoted on the OTC Pink Marketplace under the symbol“FOXOW.”On April 30,2025,the last reported sales price of theCommon S

38、tock was$0.8180 per share and the last reported sales price of the Public Warrants was$0.0110 per Public Warrant.We are an“emerging growth company”as the term is used in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”)and will be subject to reduced public company reporting standards.As

39、 such,we have elected to comply with certain reduced publiccompany reporting requirements for this and future filings.Through the voting rights of our Series A Preferred Stock and a Voting and Proxy Agreement,RHI(which is controlled by ourChief Executive Officer,Seamus Lagan)currently controls a maj

40、ority of the voting power of our Company.For so long as themajority of Series A Preferred Stock remains outstanding,it is expected that RHI will hold a majority of our outstanding votingpower and it will control the outcome of matters submitted to a stockholder vote,including the appointment of all

41、directors of theCompany.For more information,see the risk factors titled“Our stockholders have limited voting power compared to the holders ofour Series A Preferred Stock and RHI controls a majority of the voting power of the Company.,”“Our management controls allcorporate activities and can approve

42、 all transactions,including mergers,without the approval of other stockholders.,”and“Theability of our management to control our business may limit or eliminate minority shareholders ability to influence corporateaffairs.”in the“Risk Factors-Risks Related to Our Business and Industry”section include

43、d in our Annual Report on 10-K for theyear ended December 31,2024.You should read this prospectus and any prospectus supplement,together with additional information described under the heading“Where You Can Find More Information,”carefully before you invest in any of our securities.Investing in our

44、Common Stock involves a high degree of risk.See“Risk Factors”beginning on page 6 of this prospectusand under similar headings in the other documents that are incorporated by reference into this prospectus before making adecision to purchase our securities.Neither the Securities and Exchange Commissi

45、on nor any state securities commission has approved or disapproved of thesesecurities,or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminaloffense.The date of this prospectus is ,2025 2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225

46、008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm5/50 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iiiPROSPECTUS SUMMARY 1CONSOLIDATED STATEMENTS OF OPERATIONS DATA 4THE OFFERING 5RISK FACTORS 6USE OF

47、 PROCEEDS 7DETERMINATION OF OFFERING PRICE 7THE SENIOR NOTES TRANSACTION 7THE SERIES A PREFERRED STOCK PRIVATE OFFERING TRANSACTION 8THE RENNOVA HEALTH EXCHANGE TRANSACTION 8SELLING STOCKHOLDERS 8DESCRIPTION OF SECURITIES OF THE COMPANY 9SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK 14PLAN O

48、F DISTRIBUTION 15RESTRICTIONS TO SELL 16DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 16LEGAL MATTERS 16EXPERTS 16CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 16WHERE YOU CAN FIND MORE INFORMATION 18INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 18 Y

49、ou should rely only on the information provided in this prospectus,as well as the information incorporated by referenceinto this prospectus and any applicable prospectus supplement.Neither we nor the Selling Stockholder have authorizedanyone to provide you with different information.Neither we nor t

50、he Selling Stockholder are making an offer of thesesecurities in any jurisdiction where the offer is not permitted.You should not assume that the information in this prospectusor any applicable prospectus supplement is accurate as of any date other than the date of the applicable document.Sincethe d

51、ate of this prospectus and the documents incorporated by reference into this prospectus,our business,financialcondition,results of operations and prospects may have changed.i2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360

52、/000164117225008404/forms-1.htm6/50 ABOUT THIS PROSPECTUS We may provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus formsa part to add information to,or update or change information contained in,this prospectus.Any statement contained i

53、n thisprospectus or incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to theextent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes suchstatement.Any statement so modified will be de

54、emed to constitute a part of this prospectus only as so modified,and any statementso superseded will be deemed not to constitute a part of this prospectus.You should read both this prospectus,including anydocuments incorporated by reference,and any applicable prospectus supplement or post-effective

55、amendment to the registrationstatement of which this prospectus forms a part together with the additional information to which we refer you in the section of thisprospectus titled“Where You Can Find More Information.”This prospectus contains summaries of certain provisions contained in some of the d

56、ocuments described herein,but reference ismade to the actual documents for complete information.All of the summaries are qualified in their entirety by the actualdocuments.Copies of some of the documents referred to herein have been filed,will be filed,or will be incorporated by referenceas exhibits

57、 to the registration statement of which this prospectus forms a part,and you may obtain copies of those documents asdescribed below under“Where You Can Find More Information.”ii2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812

58、360/000164117225008404/forms-1.htm7/50 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus,including the documents incorporated by reference herein and therein,contains forward-looking statements.Inaddition,from time to time,we or our representatives may make forward-looking stateme

59、nts orally or in writing.We base theseforward-looking statements on our expectations and projections about future events,which we derive from the informationcurrently available to us.Such forward-looking statements relate to future events or our future performance,including:ourfinancial performance

60、and projections;our growth in revenue and earnings;and our business prospects and opportunities.You canidentify forward-looking statements by those that are not historical in nature,particularly those that use terminology such as“may,”“should,”“expects,”“anticipates,”“contemplates,”“estimates,”“beli

61、eves,”“plans,”“projected,”“predicts,”“potential,”or“hopes”or the negative of these or similar terms.In evaluating these forward-looking statements,you should consider variousfactors,including:our ability to change the direction of the Company;our ability to keep pace with new technology and changing

62、market needs;and the competitive environment of our business.These and other factors may cause our actual results to differmaterially from any forward-looking statement.Forward-looking statements are only predictions.The forward-looking eventsdiscussed in this prospectus and the documents incorporat

63、ed by reference herein and other statements made from time to time by usor our representatives,may not occur,and actual events and results may differ materially and are subject to risks,uncertainties andassumptions about us.We are not obligated to publicly update or revise any forward-looking statem

64、ent,whether as a result ofuncertainties and assumptions.The forward-looking events discussed in this prospectus and other statements made from time totime by us or our representatives might not occur.While we believe we have identified material risks,these risks and uncertainties are not exhaustive.

65、Other sections of thisprospectus describe additional factors that could adversely impact our business and financial performance.Moreover,we operate ina very competitive and rapidly changing environment.New risks and uncertainties emerge from time to time,and it is not possibleto predict all risks an

66、d uncertainties,nor can we assess the impact of all factors on our business or the extent to which any factor,orcombination of factors,may cause actual results to differ materially from those contained in any forward-looking statements.Although we believe the expectations reflected in the forward-lo

67、oking statements are reasonable,we cannot guarantee futureresults,level of activity,performance or achievements.Moreover,neither we nor any other person assumes responsibility for theaccuracy or completeness of any of these forward-looking statements.You should not rely upon forward-looking statemen

68、ts aspredictions of future events.We are under no duty to update any of these forward-looking statements after the date of thisprospectus to conform our prior statements to actual results or revised expectations,and we do not intend to do so.We caution you not to place undue reliance on the forward-

69、looking statements,which speak only as of the date of this prospectus.We have not authorized anyone to provide information different from that contained in this prospectus.Neither the delivery of thisprospectus nor the sale of our Common Stock means that information contained in this prospectus is c

70、orrect after the date of thisprospectus.This prospectus is not an offer to sell or solicitation of an offer to buy these securities in any circumstances under whichthe offer or solicitation is unlawful.iii2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.

71、gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm8/50 PROSPECTUS SUMMARY This summary highlights certain information about us,this offering and selected information contained elsewhere in thisprospectus and in the documents incorporated by reference.This summary is not complete and does

72、 not contain all the informationthat you should consider before deciding whether to invest in our securities.For a more complete understanding of our Companyand this offering,we encourage you to read and consider carefully the more detailed information contained in this prospectus,including the info

73、rmation contained under the heading“Risk Factors”beginning on page 6 of this prospectus and in the sectiontitled“Risk Factors”in our Annual Report on Form 10-K for the fiscal year ended December 31,2024.Overview We are a healthcare services and technology company operating in two reportable business

74、 segments:(i)Healthcare;and(ii)Labsand Life.These segments further operate in three synergistic divisions,a rural hospital division,a mental and behavioral healthdivision,which together make up our Healthcare segment and an epigenetics diagnostics and interpretation division,which makesup our Labs a

75、nd Life segment.Our rural hospital division and our epigenetics diagnostics and interpretation division operatethrough wholly owned subsidiaries,and our behavioral health division operates through a majority-owned subsidiary.TheCompany and its subsidiaries operate the businesses described in and inc

76、orporated by reference into this prospectus.Previously,Labs and Life were treated as separate segments;however,with the acquisition of Myrtle in June 2024,which is morefully discussed below,the Companys operational focus shifted such that it was appropriate to combine our Labs and Life segmentsdurin

77、g the second quarter of 2024 and to operate Myrtle in the newly formed Healthcare segment.Our Healthcare segment alsoincludes RCHI,and its wholly owned subsidiary,SCCH which were acquired on September 10,2024,as more fully discussedbelow.Our Business Operations FOXO Technologies Inc.,(the“FOXO,”“Com

78、pany”,“we”,“us”or“our”)formerly known as Delwinds Insurance AcquisitionCorp.,a Delaware corporation,was originally formed in April 2020 as a publicly traded special purpose company for the purposeof effecting a merger,capital stock exchange,asset acquisition,reorganization,or similar business combin

79、ation involving one ormore businesses.FOXO is commercializing epigenetic biomarker technology to support groundbreaking scientific research anddisruptive next-generation business initiatives.The Company applies automated machine learning and AI technologies to discoverepigenetic biomarkers of human

80、health,wellness and aging and,with the acquisitions of Myrtle Recovery Centers,Inc.(“Myrtle”),effective on June 14,2024,and Rennova Community Health,Inc.(“RCHI”),and its wholly owned subsidiary,Scott CountyCommunity Health,Inc.(“SCCH”),on September 10,2024,the Company offers behavioral health servic

81、es,including substanceuse disorder treatment,and it operates a critical access designated hospital in Oneida,Tennessee.The Company and its subsidiariesoperate the businesses described in and incorporated by reference into this prospectus.Segments The Company manages and classifies its business into

82、two reportable business segments:(i)Healthcare;and(ii)Labs and Life.Previously,Labs and Life were treated as separate segments;however,with the acquisition of Myrtle in June 2024,the Companysoperational focus shifted such that it was appropriate to combine its Labs and Life segments during the secon

83、d quarter of 2024 andto operate Myrtle,RCHI and SCCH under the Companys recently formed Healthcare segment.SCCH is doing business as BigSouth Fork Medical Center(“BSF”).12025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000

84、164117225008404/forms-1.htm9/50 (i)Healthcare Our healthcare segment began with the acquisition of Myrtle on June 14,2024 and includes RCHI,which was acquired onSeptember 10,2024.Each of these businesses are more fully described herein.Myrtle offers behavioral health services,primarilysubstance use

85、disorder treatments and services that are provided on either an inpatient,residential basis or an outpatient basis.RCHIs hospital,BSF,has 25 inpatient beds,and a 24/7 emergency department and provides ancillary services,includinglaboratory,radiology,respiratory and pharmacy services.BSF is designate

86、d as a Critical Access Hospital(rural)hospital.(ii)Labs and Life Our Labs and Life segment is commercializing proprietary epigenetic biomarker.Our innovative biomarker technology enables theadoption of new saliva-based health and wellness biomarker solutions.Our research demonstrates that epigenetic

87、 biomarkers,collected from saliva,provide measures of individual health and wellness for the factors traditionally obtained through blood andurine specimens.On February 3,2023,we sold FOXO Life Insurance Company,as is more fully described herein.Current Business Strategy Rennova Community Health,Inc

88、.BSF is an East Tennessee based Critical Access designated(CAH)25-bed hospital licensed by the state of Tennessee,offeringquality healthcare services for Oneida,Tennessee and the surrounding areas.The hospital first opened in late 1955 and was known as Scott County Community Hospital.The hospital ha

89、s been operated byRCHI since August 2017.We plan to grow this division by acquisition and investment in new operations in targeted areas.Myrtle Recovery Centers,Inc.Myrtle was formed in the second quarter of 2022 to pursue opportunities in the behavioral health sector,including substance usedisorder

90、 treatment,initially in rural markets.Services are provided on either an inpatient,residential basis or an outpatient basis.Myrtle was granted a license by the Department of Mental Health and Substance Abuse Services of Tennessee to operate an alcoholand drug treatment facility in Oneida,Tennessee.T

91、he facility,which is located at BSFs campus,commenced operations and beganaccepting patients on August 14,2023.The facility offers alcohol and drug residential detoxification and residential rehabilitationtreatment services for up to 30 patients.On November 1,2023,Myrtle began accepting patients at

92、its Nonresidential OBOT.TheOBOT is located adjacent to Myrtles alcohol and drug treatment facility in Oneida,Tennessee and complements the existingresidential rehabilitation and detoxification services offered at Myrtle.We plan to expand the Myrtle business model by acquiring additional operating fa

93、cilities and by replicating the model in other ruralhospital properties or suitable premises.FOXO Labs Our epigenetics subsidiary has been serving as a pioneer in the development and integration of epigenetic biomarkers into state-of-the-art underwriting protocols and consumer engagement tools.We ar

94、e using next-generation technology to transform humanhealth and longevity.Epigenetic technology has been proven to provide health,lifestyle,and longevity insights that have never before been accessible tohumansfrom just a single saliva sample.Using saliva-based epigenetic biomarkers,we are eliminati

95、ng the need for invasivecollection,allowing us to provide scientists with advanced epigenetic testing services and bioinformatic tools that supportgroundbreaking research.22025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/0

96、00164117225008404/forms-1.htm10/50 We believe there is growing demand for direct-to-consumer wellness testing and epigenetic data analysis tools and areconcentrating efforts on:(1)our Bioinformatics Services offering,a suite of bioinformatic tools to help researchers process,analyze,and interpret ep

97、igenetic data);and(2)research and development in the fields of health and wellness testing powered bymachine learning and artificial intelligence(including a potential AI platform for the delivery of health and well-being data-driveninsights to individuals,healthcare professionals and third-party se

98、rvice providers).To further these goals,we intend to leverage theextensive epigenetic data we have generated in our clinical trials and the expertise of our team and continue building strategicalliances with new partners in academia,business,healthcare and government.We also intend to frequently eva

99、luate and developcommercialization opportunities for our product and service offerings and our research findings.We have reduced our headcount and expenses and identified non-core business assets including dormant software(certainapplications,modules,APIs,user interfaces and backend services)which,i

100、f sold,could result in a reduction in our outstandingliabilities.The USPTO has issued Notices of Allowance to us for two patents for the use of machine learning techniques to enable thecommercialization of epigenetic biomarkers.We believe that these patents will enhance managements ability to protec

101、t a futurehealth and well-being AI platform,as discussed above,to the extent that we develop one.Corporate Information On June 14,2024,we acquired Myrtle,and,on September 17,2024,we acquired RCHI,and its wholly owned subsidiary,SCCH.We maintain three material.wholly owned operating subsidiaries:FOXO

102、 Labs Inc.(“FOXO Labs”),formerly named LifeEpigenetics Inc.,Myrtle,and RCHI.FOXO Labs is the operating entity for our epigenetics platform designed to provide saliva-based molecular health and wellnessengagement services.FOXO Labs maintains a wholly-owned subsidiary,Scientific Testing Partners,LLC,t

103、o conduct its research.Myrtle operates a 30-bed addiction substance use disorder treatment facility in Oneida,Tennessee.The facility offers medication-assisted treatment,detox services,and inpatient residential treatment.It plans to duplicate its model in other locations.FOXOacquired Myrtle as a syn

104、ergistic opportunity to expand its operations into the healthcare sector and as a complement to its businessof epigenetic biomarkers of human health,wellness and aging.SCCH(operating as Big South Fork Medical Center),in Oneida,Tennessee,consists of a 52,000-square foot hospital building and6,300-squ

105、are foot professional building on approximately 4.3 acres.BSF has 25 inpatient beds and a 24/7 emergency departmentthat provides ancillary services,including laboratory,radiology,respiratory and pharmacy services.The hospital becameoperational on August 8,2017 and it became designated as a critical

106、access hospital(rural)in December 2021,retroactive to June30,2021.RCHI is the owner of Scott County Community Hospital,Inc.(d/b/a Big South Fork Medical Center),a critical access hospital inTennessee.Reverse Stock Split On April 17,2025,the Companys board of directors(pursuant to a previously-obtain

107、ed shareholder approval)approved anamendment to its Second Amended and Restated Certificate of Incorporation,as amended(the“Charter Amendment”),toimplement a 1-for-10 reverse stock split,such that every 10 shares of Common Stock will be combined into one issued andoutstanding share of Common Stock,w

108、ith no change in the$0.0001 par value per share.The reverse stock split was effective at 4:01 p.m.,Eastern Time,on April 28,2025.All share amounts herein have been adjusted toreflect the reverse stock split.32025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.s

109、ec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm11/50 CONSOLIDATED STATEMENTS OF OPERATIONS DATA The following Consolidated Statements of Operations Data is presented to reflect the effects of the reverse stock split on theCompanys net loss per share of Class A Common Stock and the

110、weighted average number of shares of Class A Common Stockoutstanding as if the reverse stock split had occurred at the beginning of each period presented:Year EndedDecember 31,2024 2023 Net revenues$4,051,601$145,291 Net loss attributable to FOXO (12,406,389)(26,450,536)Deemed dividends related to p

111、referred stock,the extension of and triggers ofdown round provisions of Assumed Warrants and the Exchange Offer (1,073,993)(3,378,834)Net loss to common stockholders (13,480,382)(29,829,370)Preferred stock dividends undeclared (81,326)-Net loss to common stockholders,net of preferred stock dividends

112、 undeclared$(13,561,708)$(29,829,370)Net loss per share of Class A Common Stock,basic and diluted$(9.30)$(70.80)Weighted average number of shares of Class A Common Stock,basic anddiluted 1,461,205 421,599 The following presents the unaudited pro-forma combined results of operations of the Company,My

113、rtle and RCHI as if theacquisitions of Myrtle and RCHI occurred on January 1,2023 and reflect the effects of the reverse stock split on the Companyspro-forma net loss per share of Class A Common Stock and pro-forma weighted average number of shares of Class A CommonStock outstanding as if the revers

114、e stock split had occurred at the beginning of each period presented:Year Ended December 31,2024 2023 Net revenues$12,061,242$18,666,676 Net loss,attributable to FOXO$(14,643,377)$(21,215,341)Deemed dividends (1,073,993)(3,378,834)Net loss to common stockholders (15,717,370)(24,594,175)Preferred sto

115、ck dividends-undeclared (1,050,000)(1,050,000)Net loss to common stockholders,net of preferred stock dividends-undeclared$(16,767,370)$(25,644,175)Net loss per share:Basic and diluted net loss available to Class A Common Stock per share$(11.10)$(48.90)Basic and diluted weighted average number of sha

116、res of Class A CommonStock 1,516,582 523,962 The Consolidated Statements of Operations Data and the unaudited pro-forma combined results of operations presented aboveshould be read in conjunction with the audited consolidated financial statements included in the Companys Annual Report onForm 10-K fo

117、r the year ended December 31,2024.42025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm12/50 THE OFFERING This prospectus relates to the offer and resale by the Selling Stockholders of up to 4,00

118、0,000 Conversion Shares issuable upon theconversions of shares of Series A Preferred Stock held by the Selling Stockholders.All of the Conversion Shares,if and when sold,will be sold by the Selling Stockholders.Issuer FOXO Technologies Inc.Class A Common Stock Offered by theSelling Stockholders Up t

119、o 4,000,000 shares of Class A Common Stock to be issued to the SellingStockholders upon the conversions of shares of Series A Preferred Stock.Sales of a substantial number of our shares of Common Stock in the public market bythe Selling Stockholders and/or by our other existing security holders,or t

120、heperception that those sales might occur,could depress the market price of the CommonStock and Public Warrants and could impair our ability to raise capital through the saleof additional equity securities.We are unable to predict the effect that such sales mayhave on the prevailing market price of

121、the Common Stock and Public Warrants.See“Risk Factors Risks Related to this Offering by the Selling Stockholders Sales of asubstantial number of our securities in the public market by the Selling Stockholdersand/or by our other existing stockholders could cause the price of the Class ACommon Stock a

122、nd Public Warrants to fall.”Class A Common Stock OutstandingBefore the Offering 3,930,024 shares(as of April 30,2025).Class A Common Stock OutstandingAfter the Offering 7,930,024 shares(assuming all Conversion Shares offered hereby).Use of Proceeds We will not receive any of the proceeds from the re

123、sales of the shares of CommonStock by the Selling Stockholders.Market for Our Shares of Class ACommon Stock and Public Warrants The Common Stock is listed on the NYSE American under the symbol“FOXO.”ThePublic Warrants are quoted on the OTC Pink Marketplace under the symbol“FOXOW.”Risk Factors See“Ri

124、sk Factors”beginning on page 6 of this prospectus,as well as otherinformation included and incorporated by reference in this prospectus,for a discussionof factors you should read and consider carefully before investing in our CommonStock.52025/5/8 17:49sec.gov/Archives/edgar/data/1812360/00016411722

125、5008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm13/50 RISK FACTORS Investing in our securities involves a high degree of risk.In addition to the other information included or incorporated by referencein this prospectus,you should carefully consider the

126、 risks described below and in the section titled“Risk Factors”in our AnnualReport on Form 10-K for our most recent fiscal year filed with the SEC,any amendment or updates thereto reflected in subsequentfilings with the SEC,and in other reports we file with the SEC that are incorporated by reference

127、herein,before making aninvestment decision.The following risks are presented as of the date of this prospectus and we expect that these will be updatedfrom time to time in our periodic and current reports filed with the SEC,which will be incorporated herein by reference.Pleaserefer to these subseque

128、nt reports for additional information relating to the risks associated with investing in our securities.The risks and uncertainties described therein and below could materially adversely affect our business,operating results andfinancial condition,as well as cause the value of our securities to decl

129、ine.You may lose all or part of your investment as a result.You should also refer to the other information contained in this prospectus,or incorporated by reference,including our financialstatements and the notes to those statements,and the information set forth under the caption“Cautionary Statemen

130、ts RegardingForward-Looking Statements.”Our actual results could differ materially from those anticipated in these forward-lookingstatements as a result of certain factors,including the risks mentioned below.Forward-looking statements included in thisprospectus are based on information available to

131、us on the date hereof,and all forward-looking statements in documentsincorporated by reference are based on information available to us as of the date of such documents.We disclaim any intent toupdate any forward-looking statements.The risks described below and contained in our Annual Report on Form

132、 10-K and in ourother periodic reports are not the only ones that we face.Additional risks not presently known to us or that we currently deemimmaterial may also adversely affect our business operations.Risks Related to this Offering by the Selling Stockholders Potential sales of Common Stock by the

133、 Selling Stockholders below the current market price could adversely affect the marketprice of the Common Stock.The Selling Stockholders may choose to sell the Conversion Shares at prices below the current market price.The SellingStockholders are not restricted as to the prices at which they may sel

134、l or otherwise dispose of the Conversion Shares covered bythis prospectus.Sales or other dispositions of the Conversion Shares below the then-current market prices could adversely affectthe market price of our Common Stock.A large number of shares of Common Stock may be sold in the market following

135、this offering,which may significantly depressthe market price of our Common Stock.The Conversion Shares sold in the offering will be freely tradable without restriction or further registration under the Securities Actof 1933,as amended(the“Securities Act”).As a result,a substantial number of shares

136、of Common Stock may be sold in the publicmarket.If there are significantly more shares of Common Stock offered for sale than buyers are willing to purchase,then themarket price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered CommonStock and selle

137、rs remain willing to sell Common Stock.The sales of a substantial number of our securities in the public market by the Selling Stockholders and/or by our other existingstockholders could cause the price of our Common Stock and Public Warrants to fall which could impair our ability to raisecapital th

138、rough the sale of additional equity securities The Selling Stockholders can sell,under this prospectus,up to 4,000,000 shares of Class A Common Stock(representingapproximately 50%of the shares of Class A Common Stock outstanding as of April 30,2025 assuming conversions of allConversion Shares).Sales

139、 of a substantial number of our shares of Class A Common Stock in the public market by the SellingStockholders and/or by our other existing stockholders,as applicable,or the perception that those sales might occur,could depressthe market price of the Common Stock or Public Warrants and could impair

140、our ability to raise capital through the sale of additionalequity securities.We are unable to predict the effect that such sales may have on the prevailing market price of Common Stock orPublic Warrants.Neither we nor the Selling Stockholders have authorized any other party to provide you with infor

141、mation concerning us or thisoffering.You should carefully evaluate all of the information in this prospectus,including the documents incorporated by reference hereinand therein.We may receive media coverage regarding our Company,including coverage that is not directly attributable tostatements made

142、by our officers,that incorrectly reports on statements made by our officers or employees,or that is misleading as aresult of omitting information provided by us,our officers or employees.Neither we nor the Selling Stockholders have authorizedany other party to provide you with information concerning

143、 us or this offering,and recipients should not rely on this information.2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm14/5062025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008

144、404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm15/50 USE OF PROCEEDS We will not receive any of the proceeds from the sale of the Conversion Shares by the Selling Stockholders pursuant to thisprospectus.The Selling Stockholders will pay any agents commiss

145、ions and expenses they incur for brokerage,accounting,tax or legal servicesor any other expenses that they incur in disposing of the shares of Common Stock.We will bear all other costs,fees and expensesincurred in effecting the registration of the shares of Common Stock covered by this prospectus an

146、d any prospectus supplement.These may include,without limitation,all registration and filing fees,SEC filing fees and expenses of compliance with statesecurities or“blue sky”laws.We cannot predict when or if the shares of Series A Preferred Stock will be converted into Common Stock.See“Plan ofDistri

147、bution”elsewhere in this prospectus for more information.DETERMINATION OF OFFERING PRICE We cannot currently determine the price or prices at which shares of Common Stock may be sold by the Selling Stockholders underthis prospectus.The prices at which the shares covered by this prospectus may actual

148、ly be sold will be determined by the prevailingpublic market price for shares of Common Stock,by negotiations between the Selling Stockholders and buyers of the CommonStock in private transactions or as otherwise described in the“Plan of Distribution.”THE SENIOR NOTES TRANSACTION On June 12,2024,we

149、entered into a Securities Purchase Agreement(the“SPA”)with Sabby Volatility pursuant to which we agreedto issue to Sabby Volatility and subsequent purchasers who would also be parties to the SPA,Senior Notes in the aggregateprincipal amount of up to$2.8 million(each a“Senior Note”or,together,the“Sen

150、ior Notes”).The closings of the SPA(each a“Closing,”or,together,the“Closings”)are as follows:On June 14,2024(the“Initial Closing Date”),Sabby Volatility purchased$840,000 in principal amount of the SeniorNotes and we received cash proceeds of$750,000.In addition,as required per the terms of the SPA,

151、we issued to SabbyVolatility on July 17,2024 an aggregate of 110,876 shares of our Common Stock representing 9.99%of the outstandingshares of our Class A Common Stock on the Initial Closing Date.The principal amount of the Senior Note was thesubscription amount multiplied by 1.12 which represented a

152、 12%(or$90,000)original issuance discount.The Senior Notedid not accrue any interest except for in the event of an Event of Default(as defined in the Senior Note)upon which itwould accrue interest at 18%per annum.On December 6,2024,the Senior Note was exchanged for 924 shares of ourSeries A Preferre

153、d Stock with a stated value of$924,000.On various dates during December 2024,the Purchaserconverted the 924 shares of Series A Preferred Stock into 357,331 shares of our Class A Common Stock.Upon the filing of a preliminary proxy statement or information statement with the SEC relating to the approv

154、al by ourstockholders of the agreement by the Company to acquire the shares of common stock of RCHI from RHI,and alltransactions contemplated therein,Sabby Volatility agreed to purchase an aggregate of$280,000 in principal amount ofour Senior Notes.Accordingly,on August 1,2024,we issued a Senior Not

155、e in the principal amount of$280,000 to SabbyVolatility and we received cash proceeds of$250,000.The principal amount of the Senior Note was the subscriptionamount multiplied by 1.12 which represented a 12%(or$30,000)original issuance discount.On December 6,2024,theSenior Note was exchanged for 308

156、shares of our Series A Preferred Stock with a stated value of$308,000.DuringFebruary 2025,we issued 146,015 shares of our Common Stock to Sabby Volatility upon conversions of 308 shares of itsSeries A Preferred Stock.Upon the closing of the purchase of RCHI,Sabby Volatility agreed to purchase up to

157、an aggregate of$1,120,000 inprincipal amount of the Senior Notes.Under the terms of the SPA,as discussed above,on December 6,2024,we issued aSenior Note in the principal amount of$1,120,000 to Sabby Volatility and we received cash proceeds of$1,000,000.Theprincipal amount of the Senior Note was the

158、subscription amount multiplied by 1.12 which represented a 12%(or$120,000)original issuance discount.On December 6,2024,the Senior Note was exchanged for 1,232 shares of theCompanys Series A Preferred Stock with a stated value of$1,232,000.Upon the filing of a registration statement by us with the S

159、EC relating to the resale by Sabby Volatility(and any affiliates)of all shares of our Common Stock beneficially owned by Sabby Volatility(and any affiliates)Sabby Volatility has agreedto purchase up to an aggregate of$560,000 in principal amount of the Senior Notes.Should the remaining Senior Notes

160、inthe aggregate of$560,000 of principal be issued,it will provide Sabby Volatility with rights upon a“FundamentalTransaction”(as defined in the Note Payable)such as assumption rights of the“Successor Entity”(as defined in theSenior Note).The Senior Note will also provide Sabby Volatility(and any aff

161、iliates)an exchange right upon the issuanceof preferred stock,including the Series A Preferred Stock.2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm16/50 Each share of Series A Preferred Sto

162、ck is convertible,at any time into shares of Common Stock determined by dividing the StatedValue of such share of Series A Preferred Stock($1,000),plus any accrued and unpaid dividends(whether declared or notdeclared),by the higher of$0.01 or 90%of the average volume-weighted average price(“VWAP”)of

163、 the five trading daysimmediately prior to the date the conversion notice is tendered by the holder.72025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm17/50 THE SERIES A PREFERRED STOCK PRIVATE

164、 OFFERING TRANSACTION On April 4,2025,we entered into a Securities Purchase Agreement with Sabby Volatility pursuant to which Sabby Volatilitypurchased 375 shares of Series A Preferred Stock for$325,000.On April 15,2025,we entered into a Securities Purchase Agreement with Sabby Volatility pursuant t

165、o which Sabby Volatilitypurchased 275 shares of Series A Preferred Stock for$275,000.On April 4,2025,we entered into a Registration Rights Agreement with Sabby Volatility pursuant to which we agreed to prepareand file with the SEC a registration statement covering the resale of all of the“Registrabl

166、e Securities”(as defined in the agreement)that are not then registered on an effective registration statement for an offering to be made on a continuous basis pursuant to Rule415 of the Securities Act.The shares purchased on April 15,2025 were covered under the Registration Rights Agreement.THE RENN

167、OVA HEALTH EXCHANGE TRANSACTION In connection with the acquisitions of Myrtle and RCHI by the Company,pursuant to the required consents for the transactions,RHI agreed to an exchange right whereby institutional investors owning RHIs preferred stock may exchange up to$8,000,000 ofstated value of pref

168、erred stock for a like amount of RHIs investment in the Companys Series A Preferred Stock.On February 3,2025,each of Sabby Healthcare and Sabby Volatility exercised their exchange right in full by exchanging$8,000,000 of statedvalued of Series O Preferred Stock of RHI for$8,000,000 of stated value o

169、f the Companys Series A Preferred Stock.SELLING STOCKHOLDERS The Common Stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders,and thoseissuable to the Selling Stockholders,upon conversions of the shares of Series A Preferred Stock.For additional info

170、rmationregarding the issuances of those shares of Common Stock and Series A Preferred Stock,see“The Senior Notes Transaction”and“The Series A Preferred Stock Private Offering Transaction”above.We are registering the Conversion Shares in order to permit theSelling Stockholders to offer the shares for

171、 resale from time to time.Except for the ownership of the Senior Notes,the shares ofCommon Stock issuable upon the conversions of the Senior Notes,and the shares of Series A Preferred Stock,the SellingStockholders have not had any material relationship with us within the past three years.The table b

172、elow lists the SellingStockholders and other information regarding the beneficial ownership of the shares of common stock by each of the SellingStockholders.The second column lists the number of shares of common stock beneficially owned by each Selling Stockholders,based on its ownership of the shar

173、es of common stock and Series A Preferred Stock,as of April 30,2025,assuming conversions ofthe Series A Preferred Stock held by the Selling Stockholders on that date,without regard to any limitations on conversions.Thethird column lists the shares of Common Stock being offered by this prospectus by

174、the Selling Stockholders.In accordance with theterms of a registration rights agreement with the Sabby Volatility,this prospectus generally covers the resale of the sum of(i)thenumber of shares of common stock issued to the Selling Stockholders in the“The Senior Notes Transaction”and“The Series APre

175、ferred Stock Private Offering Transaction”described above and(ii)the maximum number of shares of Common Stock issuableupon conversions of the related shares of Series A Preferred Stock,determined as if the outstanding shares of Series A PreferredStock were converted in full as of the trading day imm

176、ediately preceding the date this registration statement was initially filed withthe SEC,each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment asprovided in the registration right agreement,without regard to any limitations on the conversi

177、ons of the shares of Series A PreferredStock.The fourth column assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.Underthe terms of the Certificate of Designation for the Series A Preferred Stock,a Selling Stockholder may not convert shares of Series

178、A Preferred Stock to the extent such conversion would cause such Selling Stockholder,together with its affiliates and attributionparties,to beneficially own a number of shares of Common Stock which would exceed 4.99%or 9.99%,as applicable,of our thenoutstanding Common Stock following such conversion

179、,excluding for purposes of such determination shares of Common Stockissuable upon conversion of such shares of Series A Preferred Stock which have not been converted.The number of shares in thesecond and fourth columns do not reflect this limitation.The Selling Stockholders may sell all,some or none

180、 of their shares in thisoffering.See“Plan of Distribution.”82025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm18/50 Name of Selling Stockholder Numberof Sharesof Class ACommonStockOwnedPrior to

181、Offering MaximumNumber ofshares ofClass ACommonStock tobe SoldPursuantto thisProspectus(1)Numberof sharesof Class ACommonStockOwnedAfter theOffering(1)Sabby Volatility Warrant Master Fund,Ltd.(2)0 4,000,000 -Sabby Healthcare Master Fund,Ltd.(2)0 4,000,000 -Total 0 4,000,000 -(1)Assumes that the Sell

182、ing Stockholders sell all of the Class A Common Stock being registered for resale.These amounts arebased upon information available to the Company as of the date of this filing.(2)Sabby Management,LLC,the investment manager of Sabby Volatility Warrant Master Fund,Ltd.and Sabby HealthcareMaster Fund,

183、Ltd.,and Hal Mintz,manager of Sabby Management,LLC,may be deemed to share voting and dispositivepower with respect to these securities.Each of Sabby Management,LLC and Hal Mintz disclaims beneficial ownership overthe securities listed except to the extent of their pecuniary interest therein.The shar

184、es of Series A Preferred Stock issued toSabby Volatility Warrant Master Fund,Ltd and Sabby Healthcare Master Fund,Ltd.are subject to a 9.99%and 4.99%,respectively,beneficial ownership limitation,which limitations prohibit the selling stockholder from converting any portion ofthe shares of Series A P

185、referred Stock if,following such conversion,Sabby Volatility Warrant Master Fund,Ltd.s and SabbyHealthcare Master Fund,Ltd.s ownership of our shares of Common Stock would exceed the beneficial ownership limitation.The address of the Selling Stockholders is c/o Captiva(Cayman)Ltd,Governors Square,Bld

186、g 4,2nd Floor,23 Lime Tree BayAvenue,P.O.Box 32315,Grand Cayman KY1-1209,Cayman Islands.DESCRIPTION OF SECURITIES OF THE COMPANY The following summary of the material terms of the Companys securities is not intended to be a complete summary of the rightsand preferences of such securities.We urge you

187、 to read the Charter and Company Bylaws in their entirety for a completedescription of the rights and preferences of our securities.General The authorized capital stock of the Company consists of 500,000,000 shares of Class A Common Stock(3,930,024 of which areoutstanding)and 10,000,000 shares of pr

188、eferred stock which consists of:35,000 shares of Series A Preferred Stock(22,882 ofwhich are outstanding),7,500 shares of Series B Preferred Stock(3,307.50 of which are outstanding),5,000 shares of Series CPreferred Stock(405 of which are outstanding),and 10,000 shares of Series D Preferred Stock(4,

189、311.70 of which are outstanding).92025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm19/50 Class A Common Stock Voting Rights Holders of shares of Class A Common Stock will be entitled to one vo

190、te for each share of Class A Common Stock held on allmatters submitted to a vote of stockholders.The Company has not provided for cumulative voting for the election of directors in the Charter.Accordingly,holders of at least amajority of the voting power of then-outstanding shares of the Class A Com

191、mon Stock entitled to vote in the election of directors,voting together as a single class,will be able to elect all of the Company directors.Dividend Rights Subject to preferences that may apply to any shares of preferred stock outstanding at the time,the holders of shares of the Class ACommon Stock

192、 are entitled to receive dividends out of funds legally available if the Board,in its discretion,determines to issuedividends and then only at the times and in the amounts that the Board may determine.Stock dividends with respect to each classof our common stock may only be paid with shares of stock

193、 of the same class of common stock.No Preemptive or Similar Rights The Class A Common Stock is not entitled to preemptive rights,and is not subject to redemption or sinking fund provisions.Right to Receive Liquidation Distributions Upon the Companys liquidation,dissolution or winding-up,the assets l

194、egally available for distribution to the Companystockholders would be distributed among the holders of the then outstanding Common Stock pro rata in accordance with thenumber of shares of Common Stock held by each such holder,subject to prior satisfaction of all outstanding debt and liabilities andt

195、he preferential rights of and the payment of liquidation preferences,if any,on any outstanding shares of preferred stock.Our Transfer Agent The transfer agent for the Class A Common Stock is Continental Stock Transfer&Trust Company.We have agreed to indemnifyContinental Stock Transfer&Trust Company

196、in its roles as transfer agent,its agents and each of its stockholders,directors,officersand employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity,exceptfor any liability due to any gross negligence,willful misconduct or bad faith

197、 of the indemnified person or entity.102025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm20/50 Anti-Takeover Provisions The voting rights in the Series A Preferred Stock,Charter and the Company

198、 Bylaws could have the effect of delaying,deferring ordiscouraging another person from acquiring control of the Company.These provisions,which are summarized below,are expectedto discourage certain types of coercive takeover practices and inadequate takeover bids and encourage persons seeking to acq

199、uirecontrol of the Company to first negotiate with the Board.We believe that the benefits of increased protection of the Companyspotential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal toacquire the Company because negotiation o

200、f these proposals could result in an improvement of their terms.Certain Anti-Takeover Provisions of the Charter and the Company Bylaws Certain provisions of the Charter prevent the Company from engaging in a“business combination”with:a stockholder who owns 15%or more of the Companys outstanding voti

201、ng stock(otherwise known as an“interestedstockholder”);an affiliate of an interested stockholder;or an associate of an interested stockholder,for three years following the date that the stockholder became an interestedstockholder.A“business combination”includes a merger or sale of the Companys asset

202、s with a market value of 10%or more of its aggregatemarket value of all of its assets or of all of its outstanding stock.However,the above provisions do not apply if:the Board approves the transaction that made the stockholder an“interested stockholder,”prior to the date of thetransaction;after the

203、completion of the transaction that resulted in the stockholder becoming an interested stockholder,thatstockholder owned at least 85%of the Companys voting stock outstanding at the time the transaction commenced,other than statutorily excluded shares of common stock;or on or subsequent to the date of

204、 the transaction,the initial business combination is approved by the Board andauthorized at a meeting of the Companys stockholders,and not by written consent,by an affirmative vote of at leasttwo-thirds of the outstanding voting stock not owned by the interested stockholder.Under certain circumstanc

205、es,the Charter makes it more difficult for a person who would be an“interested stockholder”to effectvarious business combinations with the Company for a three-year period.This provision may encourage companies interested inacquiring Company to negotiate in advance with the Board because the stockhol

206、der approval requirement would be avoided if theBoard approves either the business combination or the transaction which results in the stockholder becoming an interestedstockholder.These provisions of the Charter also may have the effect of preventing changes in the Board and may make it moredifficu

207、lt to accomplish transactions which stockholders may otherwise deem to be in their best interests.Charter and Company Bylaw Provisions The Charter and the Company Bylaws include a number of provisions that may have the effect of deterring hostile takeovers,ordelaying or preventing changes in control

208、 of the Company management team or changes in the Board or the Company governanceor policy,including the following:Series A Preferred Stock On October 16,2024,the Companys board of directors approved the designation of 35,000 shares of Series A Preferred Stock.Each share of Series A Preferred Stock

209、shall have a stated value equal to$1,000 per share.Voting rights,which include voting asone class with the common stockholders and the holder shall be entitled to cast the number of votes determined by dividing thestated value per share by the higher of$0.01 or the VWAP of the trading day immediatel

210、y before the record date for the vote.Theseexistence of these issued shares of Series A Preferred Stock could discourage an attempt to obtain control of the Company bymeans of a merger,tender offer,proxy contest or otherwise.112025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/form

211、s-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm21/50 Issuance of Undesignated Preferred Stock Our board of directors has the authority,without further action by the stockholders,to issue up to 10,000,000 shares of preferredstock with rights and preferences,includ

212、ing voting rights,designated from time to time by the Board.The existence of authorizedbut unissued shares of preferred stock enables the Board to render more difficult or to discourage an attempt to obtain control of theCompany by means of a merger,tender offer,proxy contest or otherwise.Exclusive

213、Forum for Certain Lawsuits The Charter requires,to the fullest extent permitted by law,that derivative actions brought in the Companys name,actions againstany current or former directors,officers,employees or stockholders of the Company for breach of fiduciary duty and other similaractions may be br

214、ought only in the Court of Chancery in the State of Delaware or if such court does not have subject matterjurisdiction,the federal district court of the State of Delaware.The Charter also requires,to the fullest extent permitted byapplicable law,the federal district courts of the United States to be

215、 the exclusive forum for the resolution of any complaintasserting a cause of action under the Securities Act.Although we believe these provisions benefit us by providing increasedconsistency in the application of Delaware law in the types of lawsuits to which it applies,a court may determine that th

216、eseprovisions are unenforceable,and to the extent they are enforceable,the provisions may have the effect of discouraging lawsuitsagainst the Companys directors and officers,although the Company stockholders will not be deemed to have waived theCompanys compliance with federal securities laws and th

217、e rules and regulations thereunder.Notwithstanding the Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted byapplicable law.Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty orliability

218、created by the Exchange Act or the rules and regulations thereunder.As a result,(i)the exclusive forum provision will notapply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courtshave exclusive jurisdiction,and(ii)unless we con

219、sent in writing to the selection of an alternative forum,the federal district courtsof the United States of America shall,to the fullest extent permitted by law,be the exclusive forum for the resolution of anycomplaint asserting a cause of action arising under the Securities Act or the rules and reg

220、ulations promulgated thereunder.Special Meeting of Stockholders The Company Bylaws provide that special meetings of our stockholders may be called only by the chairman of the Board,or thePresident,or the Board pursuant to a resolution adopted by a majority of the board and may not be called by any o

221、ther person.Advance Notice Requirements for Stockholder Proposals and Director Nominations The Company Bylaws provide that stockholders seeking to bring business before the Companys annual meeting of stockholders,or to nominate candidates for election as directors at the Companys annual meeting of s

222、tockholders,must provide timely notice oftheir intent in writing.To be timely,a stockholders notice will need to be received by the company secretary at the Companysprincipal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120thd

223、ay prior to the anniversary date of the immediately preceding annual meeting of stockholders.Pursuant to Rule 14A-8 of theExchange Act,proposals seeking inclusion in the Companys annual proxy statement must comply with the notice periodscontained therein.The Company Bylaws also specify certain requi

224、rements as to the form and content of a stockholders meeting.These provisions may preclude the Companys stockholders from bringing matters before the Companys annual meeting ofstockholders or from making nominations for directors at the Companys annual meeting of stockholders.122025/5/8 17:49sec.gov

225、/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm22/50 Action by Written Consent Any action required to be taken at any annual or special meeting of stockholders,or any action which may be taken at any annualor sp

226、ecial meeting of such stockholders,may be taken without a meeting,without prior notice and without a vote,if a consent inwriting,setting forth the action so taken,shall be signed by the holders of outstanding stock entitled to vote thereon having not lessthan the minimum number of votes that would b

227、e necessary to authorize or take such action at a meeting at which all shares entitledto vote thereon were present and voted,and shall be delivered to the Company by delivery to its registered office in the State ofDelaware,its principal place of business,or an officer or agent of the Company having

228、 custody of the book in which proceedingsof meetings of stockholders are recorded.Board of Directors Directors elected at annual meetings of stockholders following the consummation of the Business Combination will be elected forterms expiring at the next annual meeting of stockholders or until the e

229、lection and qualification of their respective successors inoffice,subject to their earlier death,resignation,removal or the earlier termination of his or her term of office.Our Charter and Company Bylaws provide that the authorized number of directors may be changed only by resolution of theBoard.Su

230、bject to the terms of any preferred stock,any or all of the directors may be removed from office at any time,with orwithout cause,and only by the affirmative vote of the holders of at least a majority of the voting power of all of the thenoutstanding shares of voting stock of the Company entitled to

231、 vote at an election of directors.Any vacancy on the Board,includinga vacancy resulting from an enlargement of the Board,may be filled only by the affirmative vote of a majority of the Companysdirectors then in office.Listing of Securities The Class A Common Stock is listed on the NYSE American unde

232、r the symbol“FOXO.”The Public Warrants are quoted on theOTC Pink Marketplace under the symbol“FOXOW.”132025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm23/50 SECURITIES ACT RESTRICTIONS ON RES

233、ALE OF COMMON STOCK Rule 144 Pursuant to Rule 144,a person who has beneficially owned restricted shares of Class A Common Stock or warrants for at least sixmonths would be entitled to sell their securities provided that(i)such person is not deemed to have been one of our affiliates at thetime of,or

234、at any time during the three months preceding,a sale and(ii)we are subject to the Exchange Act periodic reportingrequirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d)of the ExchangeAct during the 12 months(or such shorter period as we we

235、re required to file reports)preceding the sale.Persons who have beneficially owned restricted shares of Class A Common Stock or warrants for at least six months but who areour affiliates at the time of,or at any time during the three months preceding,a sale,would be subject to additional restriction

236、s,bywhich such person would be entitled to sell within any three-month period only a number of securities that does not exceed thegreater of:1%of the total number of shares of our Class A Common Stock then outstanding;or the average weekly reported trading volume of our Class A Common Stock then dur

237、ing the four calendar weekspreceding the filing of a notice on Form 144 with respect to the sale.Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availabilityof current public information about us.Restrictions on the Use of Rule

238、144 by Shell Companies or Former Shell Companies Rule 144 is not available for the resale of securities initially issued by shell companies(other than business combination relatedshell companies)or issuers that have been at any time previously a shell company.However,Rule 144 also includes an import

239、antexception to this prohibition if the following conditions are met:the issuer of the securities that was formerly a shell company has ceased to be a shell company;the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)of the Exchange Act;the issuer of the secur

240、ities has filed all Exchange Act reports and materials required to be filed,as applicable,duringthe preceding 12 months(or such shorter period that the issuer was required to file such reports and materials),otherthan Current Reports on Form 8-K;and at least one year has elapsed from the time that t

241、he issuer filed current Form 10 type information with the SECreflecting its status as an entity that is not a shell company.Following the consummation of the Business Combination,the Company is no longer a shell company,and so,once the conditionsset forth in the exceptions listed above are satisfied

242、,Rule 144 will become available for the resale of the above-noted restrictedsecurities.Form S-8 Registration Statements We have filed registration statements on Form S-8 under the Securities Act to register the shares of Class A Common Stock issuedor issuable under our 2022 Plan and our 2020 Plan.Th

243、ese shares can be sold in the public market upon issuance,subject to Rule144 limitations applicable to affiliates and vesting restrictions.142025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm24

244、/50 PLAN OF DISTRIBUTION Each Selling Stockholder of the securities and any of their pledgees,assignees and successors-in-interest may,from time to time,sell any or all of their securities covered hereby on the NYSE American or any other stock exchange,market or trading facility onwhich the securiti

245、es are traded or in private transactions.These sales may be at fixed or negotiated prices.A Selling Stockholdermay use any one or more of the following methods when selling securities:ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;block trades in whic

246、h the broker-dealer will attempt to sell the securities as agent but may position and resell a portion ofthe block as principal to facilitate the transaction;purchases by a broker-dealer as principal and resale by the broker-dealer for its account;an exchange distribution in accordance with the rule

247、s of the applicable exchange;privately negotiated transactions;settlement of short sales;in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securitiesat a stipulated price per security;through the writing or settlement of options or oth

248、er hedging transactions,whether through an options exchange orotherwise;a combination of any such methods of sale;or any other method permitted pursuant to applicable law.The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Ac

249、t,if available,rather than under this prospectus.Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.Broker-dealersmay receive commissions or discounts from the Selling Stockholders(or,if any broker-dealer acts as agent for the purchaser o

250、fsecurities,from the purchaser)in amounts to be negotiated,but,except as set forth in a supplement to this Prospectus,in the case ofan agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121;and in the case ofa principal transaction a markup or markdow

251、n in compliance with FINRA Rule 2121.In connection with the sale of the securities or interests therein,the Selling Stockholders may enter into hedging transactions withbroker-dealers or other financial institutions,which may in turn engage in short sales of the securities in the course of hedging t

252、hepositions they assume.The Selling Stockholders may also sell securities short and deliver these securities to close out their shortpositions,or loan or pledge the securities to broker-dealers that in turn may sell these securities.The Selling Stockholders may alsoenter into option or other transac

253、tions with broker-dealers or other financial institutions or create one or more derivative securitieswhich require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus,whichsecurities such broker-dealer or other financial institution may resell p

254、ursuant to this prospectus(as supplemented or amended toreflect such transaction).The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be“underwriters”within the meaning of the Securities Act in connection with such sales.In such even

255、t,any commissions received bysuch broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwritingcommissions or discounts under the Securities Act.Each Selling Stockholder has informed the Company that it does not have anywritten or oral agr

256、eement or understanding,directly or indirectly,with any person to distribute the securities.The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.The Company has agreed to indemnify the Selling Stockholders against certain los

257、ses,claims,damages and liabilities,includingliabilities under the Securities Act.We agreed to keep this prospectus effective until the earlier of(i)the date on which the securities may be resold by the SellingStockholders without registration and without regard to any volume or manner-of-sale limita

258、tions by reason of Rule 144,withoutthe requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Actor any other rule of similar effect or(ii)all of the securities have been sold pursuant to this prospectus or Rule 144 under theSecurities

259、 Act or any other rule of similar effect.The resale securities will be sold only through registered or licensed brokers or2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm25/50dealers if requi

260、red under applicable state securities laws.In addition,in certain states,the resale securities covered hereby may notbe sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration orqualification requirement is available and is complied w

261、ith.Under applicable rules and regulations under the Exchange Act,any person engaged in the distribution of the resale securities maynot simultaneously engage in market making activities with respect to the common stock for the applicable restricted period,asdefined in Regulation M,prior to the comm

262、encement of the distribution.In addition,the Selling Stockholders will be subject toapplicable provisions of the Exchange Act and the rules and regulations thereunder,including Regulation M,which may limit thetiming of purchases and sales of the common stock by the Selling Stockholders or any other

263、person.We will make copies of thisprospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to eachpurchaser at or prior to the time of the sale(including by compliance with Rule 172 under the Securities Act).152025/5/8 17:49sec.gov/Arch

264、ives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm26/50 RESTRICTIONS TO SELL The shares of Class A Common Stock may be resold for so long as the registration statement,of which this prospectus forms a part,is available

265、for use.The sale of all shares of Common Stock being offered in this prospectus could result in a significant decline inthe public trading price shares of Common Stock.DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY Insofar as indemnification for liabilities arising

266、 under the Securities Act may be permitted to directors,officers or personscontrolling the registrant pursuant to the foregoing provisions,the registrant has been informed that in the opinion of the SEC suchindemnification is against public policy as expressed in the Securities Act and is,therefore,

267、unenforceable.LEGAL MATTERS Certain legal matters will be passed upon for the Company by Business Legal Advisors,LLC,Draper,Utah(“BLA”).As of thedate of this prospectus,BLA does not beneficially own any shares of Class A Common Stock of the Company.Although BLA isnot under any obligation to accept s

268、hares of Class A Common Stock in payment for services,it may do so in the future.EXPERTS The financial statements of FOXO as of and for the year ended December 31,2024 and 2023 included in this prospectus have beenaudited by Kreit&Chiu CPA LLP(“Kreit”),an independent registered public accounting fir

269、m,as stated in their report appearingherein,and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.The audit report covering the December 31,2024 and 2023 financial statements contain an explanatory paragraph that states thatFOXOs r

270、ecurring negative cash flows and losses from operations raise substantial doubt about the entitys ability to continue as agoing concern.The financial statements do not include any adjustments that might result from the outcome of that uncertainty.CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FI

271、RM On June 12,2023,the Audit Committee of the Board(the“Audit Committee”)approved the dismissal of KPMG as theCompanys independent registered public accounting firm.KPMG had served as the Companys independent registered publicaccounting firm since September 20,2022 through the period ended June 12,2

272、023,and as the independent registered publicaccounting firm of Legacy FOXO since November 8,2021.KPMGs audit reports on the Companys consolidated financial statements as of and for the years ended December 31,2022 and2021 did not contain any adverse opinion or a disclaimer of opinion and were not qu

273、alified or modified as to uncertainty,auditscope or accounting principles,except as follows:KPMGs report on the Companys consolidated financial statements as of and forthe years ended December 31,2022 and 2021,contained a separate paragraph stating that“The accompanying consolidatedfinancial stateme

274、nts have been prepared assuming that the Company will continue as a going concern.As discussed in Note 2 to theconsolidated financial statements,the Company has suffered continued negative cash flows and losses from operations that raisesubstantial doubt about its ability to continue as a going conc

275、ern.Managements plans in regard to these matters are also describedin Note 2.The consolidated financial statements do not include any adjustments that might result from the outcome of thisuncertainty.”During the two fiscal years ended December 31,2022 and 2021 and the subsequent interim period throu

276、gh June 12,2023:(i)therewere no“disagreements”(as defined in Item 304(a)(1)(iv)of Regulation S-K)with KPMG on any matter of accounting principlesor practices,financial statement disclosure,or auditing scope or procedure,which disagreements,if not resolved to the satisfactionof KPMG,would have caused

277、 KPMG to make reference to the subject matter of such disagreements in connection with its reportson the consolidated financial statements for such periods and(ii)there were no“reportable events”(as defined in Item 304(a)(1)(v)of Regulation S-K).KPMG has been authorized by the Company to respond ful

278、ly to the inquiries of EisnerAmper LLP(“EisnerAmper”),the successor accountant.162025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm27/50 The Company provided KPMG with a copy of the foregoing d

279、isclosure.A copy of KPMGs letter dated June 15,2023 to the SEC,stating that KPMG agrees with the foregoing disclosure,is filed as Exhibit 16.1 to our Current Report on Form 8-K filed on June15,2023.Effective June 12,2023,the Audit Committee approved the appointment of EisnerAmper as the Companys ind

280、ependent registeredpublic accounting firm for the fiscal year ending December 31,2023.During the Companys fiscal years ended December 31,2022 and 2021,and through June 12,2023,neither the Company noranyone acting on its behalf consulted with EisnerAmper regarding:(i)the application of accounting pri

281、nciples to a specifiedtransaction,either completed or proposed;or the type of audit opinion that might be rendered on the Companys financialstatements,and neither a written report nor oral advice was provided to the Company that EisnerAmper concluded was animportant factor considered by the Company

282、in reaching a decision as to the accounting,auditing or financial reporting issue;or(ii)any matter that was either the subject of a“disagreement”within the meaning of Item 304(a)(1)(iv)of Regulation S-K or a“reportable event”within the meaning of Item 304(a)(1)(v)of Regulation S-K.On January 3,2024,

283、we dismissed EisnerAmper as the Companys independent registered public accounting firm.The dismissalwas approved by the Companys board of directors.EisnerAmper was appointed as the Companys independent registered public accounting firm effective June 12,2023,replacingKPMG LLP,the Companys then indep

284、endent registered public accounting firm.During the time of EisnerAmper engagement asthe Companys independent public accounting firm,EisnerAmper never issued reports on the Companys financial statements.During the engagement period(June 12,2023 to January 3,2024),(i)the only procedures performed by

285、EisnerAmper were thereview of interim financial statements for the three and six months ended June 30,2023,in accordance with the Public CompanyAccounting Oversight Board Auditing Standard 4105,which were included in the Form 10-Q as filed on August 10,2023,and(ii)there were no disagreements between

286、 the Company and EisnerAmper,for the most recent fiscal year ended December 31,2023 andany subsequent interim period through the Effective Date on any matter of accounting principles or practices,financial statementdisclosure,or auditing scope or procedure,which,if not resolved to the satisfaction o

287、f EisnerAmper,would have caused them tomake reference to the subject matter of the disagreement in connection with its report.Further,EisnerAmper has not advised theCompany that:1)information has come to the attention of EisnerAmper which made it unwilling to rely upon managementsrepresentations,or

288、made it unwilling to be associated with the financial statements prepared by management;or 2)the scope of the audit should be expanded significantly,or information has come to the attention of EisnerAmper thatthey have concluded will,or if further investigated,might materially impact the fairness or

289、 reliability of a previouslyissued audit report or the underlying financial statements,or the financial statements issued or to be issued coveringthe fiscal year ended December 31,2023.As EisnerAmper has not conducted an audit of the Companys financial statements,EisnerAmper has not advised the Comp

290、any oninternal controls.On December 29,2023,the Company engaged Kreit to serve as the Companys independent registered public accounting firm forthe year ended December 31,2023.During the past two fiscal years ended December 31,2022 and 2021,and from January 1,2023to December 29,2023,the Company did

291、not consult with Kreit regarding the application of accounting principles to a specificcompleted or contemplated transaction,or the type of audit opinion that might be rendered on the Companys financial statements.The decision to engage Kreit was approved and ratified by the Companys board of direct

292、ors on January 3,2024.172025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm28/50 WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement on Form S-1 under the Sec

293、urities Act with respect to the securities offeredhereby.This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedulesthereto.For further information with respect to the Company and its securities offered hereby,reference is made to th

294、e registrationstatement and the exhibits and any schedules filed therewith.Statements contained in this prospectus as to the contents of anycontract or other document referred to are not necessarily complete and,in each instance,if such contract or document is filed as anexhibit,reference is made to

295、 the copy of such contract or other document filed as an exhibit to the registration statement,eachstatement being qualified in all respects by such reference.The SEC maintains a website at www.sec.gov,from which interestedpersons can electronically access the registration statement,including the ex

296、hibits and any schedules thereto and which contains theperiodic reports,proxy and information statements and other information that we file electronically with the SEC.FOXO files reports,proxy statements and other information with the SEC as required by the Exchange Act.You may accessinformation on

297、FOXO at the SEC website containing reports,proxy statements and other information at www.sec.gov.Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarilycomplete and,in each instance,if such contract or document is filed as an exhib

298、it,reference is made to the copy of such contract orother document filed as an exhibit to the registration statement,each statement being qualified in all respects by such reference.We also maintain an Internet website at http:/.Through our website,we make available,free of charge,the following docu

299、ments of FOXO as soon as reasonably practicable after they are electronically filed with,or furnished to,theSEC:Annual Reports on Form 10-K;proxy statements for our annual and special stockholder meetings;Quarterly Reports on Form10-Q;Current Reports on Form 8-K;Forms 3,4 and 5 and Schedules 13D;and

300、 amendments to those documents.The informationcontained on,or that may be accessed through,our website is not part of,and is not incorporated into,this prospectus or theregistration statement of which it forms a part.INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC allows us to“incorporate

301、by reference”into this prospectus the information in documents we file with it,which meansthat we can disclose important information to you by referring you to those documents.The information incorporated by referenceis considered to be a part of this prospectus,and information that we file later wi

302、th the SEC will automatically update andsupersede this information.Any statement contained in any document incorporated or deemed to be incorporated by referenceherein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in oromitted f

303、rom this prospectus or any accompanying prospectus supplement,or in any other subsequently filed document which alsois or is deemed to be incorporated by reference herein,modifies or supersedes such statement.Any such statement so modified orsuperseded shall not be deemed,except as so modified or su

304、perseded,to constitute a part of this prospectus.We incorporate by reference the documents listed below and any future documents that we file with the SEC(excluding anyportion of such documents that are furnished and not filed with the SEC)under Sections 13(a),13(c),14 or 15(d)of the ExchangeAct(1)o

305、n and after the date of the initial filing of the registration statement of which this prospectus is a part prior to theeffectiveness of the registration statement,(2)prior to the effectiveness of the registration statement of which this prospectus is apart,and(3)after the date of effectiveness of t

306、his prospectus until the offering of the underlying securities is terminated;provided,however,we are not incorporating by reference any information furnished(but not filed)under Item 2.02 or Item 7.01 of anyCurrent Report on Form 8-K:The Companys Annual Report on Form 10-K for the fiscal year ended

307、December 31,2024,filed with the SEC on April15,2025;The Companys Current Reports on Form 8-K filed with the SEC on January 2,2025,January 17,2025,January 17,2025,January 27,2025,March 5,2025,March 18,2025,April 4,2025,and April 28,2025;The Companys Definitive Proxy Statement filed with the SEC on Ja

308、nuary 6,2025,and All other reports and documents filed by the Company pursuant to Section 13(a),13(c),14 or 15(d)of the Exchange Act(other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form thatrelate to such items)subsequent to the date of th

309、is Registration Statement and prior to the filing of a post-effectiveamendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregistersall securities then remaining unsold,shall be deemed to be incorporated by reference into this Registratio

310、n Statement andto be a part hereof from the date of filing such reports and documents.Any statement contained in a documentincorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposesof this Registration Statement to the extent that a statem

311、ent herein or in any subsequently filed document that also is or isdeemed to be incorporated by reference herein modifies or supersedes such statement.Any such statement so modified orsuperseded shall not constitute a part of this Registration Statement,except as so modified or superseded.2025/5/8 1

312、7:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm29/50 Upon written or oral request,we will provide without charge to each person,including any beneficial owner,to whom a copy of theprospectus is delive

313、red a copy of the documents incorporated by reference in this prospectus(other than exhibits to such documentsunless such exhibits are specifically incorporated by reference in this prospectus).You may request a copy of these filings,at nocost,by writing or telephoning us at the following address:FO

314、XO Technologies Inc.,477 South Rosemary Avenue,Suite 224,WestPalm Beach,FL 33401.You may also access these documents on our website at .Information on our website,including subsections,pages,or other subdivisions of our website,or any website linked to by contenton our website,is not part of this pr

315、ospectus and you should not rely on that information unless that information is also in thisprospectus or incorporated by reference in this prospectus.182025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/f

316、orms-1.htm30/50 Up to 4,000,000 Shares of Class A Common Stock Issuable Upon Conversions of Series A Cumulative ConvertibleRedeemable Preferred Stock FOXO TECHNOLOGIES INC.PROSPECTUS ,2025 2025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edg

317、ar/data/1812360/000164117225008404/forms-1.htm31/50 PART IIINFORMATION NOT REQUIRED IN PROSPECTUS Item 13.Other Expenses of Issuance and Distribution.The following is an estimate of the expenses(all of which are to be paid by the registrant)that we may incur in connection with thesecurities being re

318、gistered hereby.SEC registration fee$508.91 Legal fees and expenses$15,000.00 Accounting fees and expenses$25,000.00 Miscellaneous$5,000.00 Total$45,508.91 Item 14.Indemnification of Directors and Officers.Indemnification of Directors and Officers.Section 145 of the DGCL authorizes a court to award,

319、or a corporations board of directors to grant,indemnity to directors andofficers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities,includingreimbursement for expenses incurred,arising under the Securities Act.The Charter provides for indemnificati

320、on of the Companys directors,officers,employees and other agents to the maximum extentpermitted by the DGCL,and the Company Bylaws provide for indemnification of the Companys directors,officers,employeesand other agents to the maximum extent permitted by the DGCL.In addition,effective upon the consu

321、mmation of the Business Combination,as defined in Part I of this registration statement,wehave entered or will enter into indemnification agreements with directors,officers,and some employees containing provisionswhich are in some respects broader than the specific indemnification provisions contain

322、ed in the DGCL.The indemnificationagreements will require the Company,among other things,to indemnify its directors against certain liabilities that may arise byreason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as towhich

323、 they could be indemnified.Item 15.Recent Sales of Unregistered Securities.The following information represents securities sold by the Company within the past three years which were not registered underthe Securities Act.All share amounts have been adjusted for all reverse stock splits,including the

324、 reverse stock split effective April28,2025.2022 Bridge Debentures During the first and second quarters of 2022,the Company entered into separate Securities Purchase Agreements with accreditedinvestors.The 2022 Bridge Debentures were issued in three tranches,with$16,500,000 in aggregate principal is

325、sued on March 1,2022,$8,250,000 in aggregate principal issued on March 3,2022 and the remaining$6,050,000 in aggregate principal issued onApril 27,2022.For its purchase of 2022 Bridge Debentures,the lead institutional accredited investor was issued 35,000 shares of the CompanysClass A Common Stock.T

326、ermination Agreement On October 10,2022,3,000 shares of Class A Common Stock of the Company were issued to J.V.B.Financial Group,LLC,actingthrough its Cohen&Company Capital Markets division in connection with the transactions contemplated by that certainAmendment and Termination Agreement,dated as o

327、f September 15,2022.II-12025/5/8 17:49sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1812360/000164117225008404/forms-1.htm32/50 Exchange Offer,PIK Note Offer to Amend and 2022 Bridge Debenture Release On May 26,2023,the Company consummated t

328、wo issuer tender offers,the Exchange Offer and the PIK Note Offer to Amend.Pursuant to the Exchange Offer,on May 30,2023,an aggregate of 79,562 shares of Class A Common Stock were issued to theholders of Assumed Warrants who participated in the Exchange Offer,on the terms and subject to the conditio

329、ns of the ExchangeOffer.Pursuant to the PIK Note Offer to Amend,on May 30,2023,an aggregate of 43,219 shares of Class A Common Stock wereissued on a pro rata basis to the Senior PIK Note holders who participated in the PIK Note Offer to Amend,on the terms andsubject to the conditions of the PIK Note

330、 Offer to Amend.The shares of Class A Common Stock issued to holders of Assumed Warrants or Senior PIK Notes who participated in theExchange Offer or the PIK Note Offer to Amend,as applicable,were offered pursuant to the exemption provided in Section 4(a)(2)of the Securities Act and Rule 506 of Regu

331、lation D promulgated thereunder.In connection with the Exchange Offer,all holders oftendered Assumed Warrants represented that they were“accredited investors.”The holders of Assumed Warrants previouslyrepresented to the Company that they were“accredited investors”in connection with the transactions

332、in which such holdersacquired the Securities.Similarly,in connection with the PIK Note Offer to Amend,all participating holders of Senior PIK Notesrepresented that they were“accredited investors.”Additionally,pursuant to the 2022 Bridge Debenture Release,two former holders of 2022 Bridge Debentures

333、representing anaggregate Subscription Amount of$10,500,000 executed a general release,and an aggregate of 70,350 shares of Class A CommonStock were issued to such former holders of the 2022 Bridge Debentures.The shares of Class A Common Stock issued to the former holders of 2022 Bridge Debentures were offered pursuant to theexemption provided in Section 4(a)(2)of the Securities Act and Rule 506 of