FOXO Technologies Inc. Announces Reverse Stock Split
October 27 2023 - 4:15PM
Business Wire
FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or
the “Company”), a leader in the field of commercializing epigenetic
biomarker technology, today announced that its Board of Directors
has approved a 1-for-10 reverse stock split of the Company’s Class
A common stock, par value $0.0001 (the “Common Stock”). The reverse
stock split will become effective at 4:01pm ET on November 6, 2023.
The Common Stock is expected to begin trading on a split-adjusted
basis on the NYSE American under the same symbol “FOXO” when the
market opens on November 7, 2023, with the new CUSIP number
351471305.
The reverse stock split was approved by the Company’s
stockholders at the Company’s 2023 Annual Meeting, held on May 26,
2023, at a ratio ranging from 1-for-10 to 1-for-100. As a result of
the reverse stock split, every 10 shares of Common Stock issued and
outstanding will be automatically combined into one share of Common
Stock, with no change in the $0.0001 par value per share. Holders
of fractional shares will be entitled to receive the number of
shares rounded up to the next whole number.
The reverse stock split is being effected after the Board of
Director’s consideration of a variety of factors, including the
current trading price of the Common Stock and the NYSE American
continued listing requirements. The Company does not expect the
reverse stock split to impact its current or future business
operations.
All outstanding stock options, warrants, and equity incentive
plans will be proportionately affected. The exercise prices and the
number of shares issuable upon exercise, of the outstanding stock
options and warrants, and the number of shares available for future
issuance under the equity incentive plans, will be adjusted in
accordance with their respective terms. The reverse stock split
will affect all stockholders uniformly and will not affect any
stockholder’s ownership percentage of the Company’s shares with the
exception of those holders of fractional shares.
Continental Stock Transfer & Trust Company (“CST”), the
Company’s transfer agent, will act as the exchange agent for the
reverse stock split. CST will provide instructions to stockholders
with physical certificates regarding the process for exchanging
their certificates for split-adjusted shares into “book-entry form”
and receiving adjustment for fractional shares, if any. Those
stockholders with Common Stock in “street name” will receive
instructions from their brokers.
About FOXO Technologies Inc. (“FOXO”)
FOXO, a technology platform company, is a leader in epigenetic
biomarker discovery and commercialization focused on
commercializing longevity science through products and services
that serve multiple industries. FOXO's epigenetic technology
applies AI to DNA methylation to identify molecular biomarkers of
human health and aging. For more information about FOXO, visit
www.foxotechnologies.com. For investor information and updates,
visit https://foxotechnologies.com/investors/.
Forward-Looking Statements
This press release contains certain forward-looking statements
for purposes of the “safe harbor” provisions under the United
States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained
herein, including statements as to future results of operations and
financial position, planned products and services, business
strategy and plans, objectives of management for future operations
of FOXO, market size and growth opportunities, competitive position
and technological and market trends, are forward-looking
statements. Such forward-looking statements include, but not
limited to, expectations, hopes, beliefs, intentions, plans,
prospects, financial results or strategies regarding FOXO; the
future financial condition and performance of FOXO and the products
and markets and expected future performance and market
opportunities of FOXO. These forward-looking statements generally
are identified by the words “anticipate,” “believe,” “could,”
“expect,” “estimate,” “future,” “intend,” “strategy,” “may,”
“might,” “strategy,” “opportunity,” “plan,” project,” “possible,”
“potential,” “project,” “predict,” “scales,” “representative of,”
“valuation,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions, but the absence of
these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the ability to obtain
additional financing; (ii) the risk of changes in the competitive
and highly regulated industries in which FOXO operates, variations
in operating performance across competitors or changes in laws and
regulations affecting FOXO’s business; (iii) the ability to
implement FOXO’s business plans, forecasts, and other expectations;
(iv) the ability to maintain its NYSE American listing; (v) the
risk that FOXO has a history of losses and may not achieve or
maintain profitability in the future; (vi) potential inability of
FOXO to establish or maintain relationships required to advance its
goals or to achieve its commercialization and development plans;
(vii) the enforceability of FOXO’s intellectual property, including
its patents and the potential infringement on the intellectual
property rights of others; and (viii) the risk of downturns and a
changing regulatory landscape in the highly competitive
biotechnology industry or in the markets or industries in which
FOXO’s prospective customers operate. The foregoing list of factors
is not exhaustive. Readers should carefully consider the foregoing
factors and the other risks and uncertainties discussed in FOXO’s
most recent reports on Forms 10-K and 10-Q, particularly the “Risk
Factors” sections of those reports, and in other documents FOXO has
filed, or will file, with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and FOXO assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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Crescendo Communications, LLC (212) 671-1020
foxo@crescendo-ir.com
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