FOXO Technologies Inc. Announces NYSE American Acceptance of Compliance Plan
August 31 2023 - 7:30AM
Business Wire
On August 29, 2023, FOXO Technologies Inc. (the
“Company”) (NYSEAM: FOXO) received a letter (the
“Letter”) from NYSE American LLC (“NYSE American”)
stating that NYSE American reviewed and accepted the plan of
compliance (the “Plan”) submitted by the Company in response
to NYSE American’s June 12, 2023 notice (the “Notice”)
informing the Company that it was not in compliance with the
continued listing standards set forth in Section 1003(a)(i) of the
NYSE American Company Guide (the “Company Guide”). The
Letter provides an extension for compliance with Section 1003(a)(i)
of the Company Guide until December 12, 2024. NYSE American staff
will review the Company periodically for compliance with the
initiatives outlined in the Plan. If the Company is not in
compliance with the continued listing standards by December 12,
2024, or if the Company does not make progress consistent with the
Plan during the Plan period, NYSE American staff will initiate
delisting proceedings as appropriate.
As previously disclosed, the Company also received a second
written notice (the “Second Notice” together with the
Notice, the “Notices”) on August 16, 2023, from NYSE
American stating that it is not in compliance with the continued
listing standard set forth in Section 1003(f)(v) of the Company
Guide because the Company’s Class A common stock was selling for a
substantial period of time at a low price per share, which NYSE
American determined to be a 30-trading day average of less than
$0.20 per share. The Second Notice stated that the Company’s
continued listing is predicated on it effecting a reverse stock
split of its Class A common stock or otherwise demonstrating
sustained price improvement within a reasonable period of time,
which NYSE American has determined to be no later than February 16,
2024. However, NYSE American may take an accelerated delisting
action that would pre-empt the cure period in the event that the
Class A common stock trades at a level viewed to be abnormally low.
The Plan and the extension date referred to above do not apply to
the February 16, 2024 deadline for the Company to comply with
Section 1003(f)(v) of the Company Guide. The Company intends to
effect a reverse stock split of its issued and outstanding shares
of Class A common stock, which was previously approved by
stockholders at the Company’s annual meeting of stockholders held
on May 26, 2023, during the third quarter of 2023, but in any
event, in advance of the February 16, 2024 deadline set forth in
the Second Notice, to regain compliance with Section 1003(f)(v) of
the Company Guide.
The Company will continue to be included in the list of NYSE
American noncompliant issuers, and the below compliance (“.BC”)
indicator will continue to be disseminated with the Company’s
ticker symbol. The Company’s receipt of the Notices from NYSE
American does not affect the Company’s business, operations or
reporting requirements with the U.S. Securities and Exchange
Commission.
About FOXO Technologies Inc. (“FOXO”)
FOXO is at the forefront of commercializing epigenetic biomarker
technology. Their mission is to utilize the power of epigenetics
and artificial intelligence to generate data-driven insights that
promote optimal health and longevity outcomes for individuals and
organizations alike. For more information about FOXO, visit
www.foxotechnologies.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
for purposes of the “safe harbor” provisions under the United
States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained
herein, including statements regarding the Notice, the Plan,
whether the Company will effect a reverse stock split of its issued
and outstanding shares of Class A common stock, and whether the
Company will regain compliance with NYSE American’s continued
listing standards, and other statements identified by words such as
“will likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimated,” “believe,” “intend,” “plan,”
“projection,” “outlook” or words of similar meaning, but the
absence of these words does not mean that a statement is not
forward-looking. Any such forward-looking statements are based upon
the current beliefs and expectations of the Company’s management
and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond the Company’s control.
Many factors could cause actual future events to differ materially
from the forward-looking statements in this press release,
including, but not limited to, the possibility that the Company
will be unable to satisfy other continued listing requirements of
NYSE American for its Class A common stock to maintain the listing
of the Class A common stock on NYSE American; the risk of changes
in the competitive and highly regulated industries in which FOXO
operates; whether the Company will effect a reverse stock split of
its issued and outstanding shares of Class A common stock; the
reverse variations in operating performance across competitors or
changes in laws and regulations affecting FOXO’s business; the
ability to implement FOXO’s business plans, forecasts, and other
expectations; the ability to continue as a going concern and obtain
financing; the risk that FOXO has a history of losses and may not
achieve or maintain profitability in the future; potential
inability of FOXO to establish or maintain relationships required
to advance its goals or to achieve its commercialization and
development plans; the enforceability of FOXO’s intellectual
property, including its patents and the potential infringement on
the intellectual property rights of others; and the risk of
downturns and a changing regulatory landscape in the highly
competitive biotechnology industry or in the markets or industries
in which FOXO operates, including the highly regulated insurance
industry. The foregoing list of factors is not exhaustive. Readers
should carefully consider the foregoing factors and the other risks
and uncertainties discussed in FOXO’s most recent reports on Forms
10-K and 10-Q, particularly the “Risk Factors” sections of those
reports, and in other documents FOXO has filed, or will file, with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and FOXO assumes no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230831780937/en/
Investor Relations Matthew Hausch, Cody Slach Gateway
Investor Relations (949) 574-3860 FOXO@gatewayir.com
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