FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements
December 19 2023 - 7:30AM
Business Wire
Reaffirms commitment to regaining compliance
with the NYSE American continued listing standards
On November 21, 2023, FOXO Technologies Inc., a
Delaware corporation (the “Company”), received an official
notice of noncompliance (the “NYSE American Notice”) from
NYSE Regulation (“NYSE”) stating that the Company is not in
compliance with NYSE American continued listing standards (the
“Filing Delinquency Notification”) due to the failure to
timely file the Company’s Form 10-Q for the period ended September
30, 2023 (the “Delinquent Report”) by the filing due date of
November 20, 2023 (the “Filing Delinquency”).
“We regret the delay in filing our form 10-Q, which is due in
large part to the substantive changes and necessary restructuring
steps we have taken over the past several months,” stated Mark
White, Interim CEO of Foxo Technologies. “Nevertheless, we have
made substantial operational and financial progress. We are 100%
committed to regaining compliance with the NYSE American’s
continued listing requirements, and have taken steps to
significantly enhance our financial infrastructure and ensure we
meet the highest standards of corporate governance.”
The Company is now subject to the procedures and requirements
set forth in Section 1007 of the NYSE American Company Guide.
Within five days of the date of the Filing Delinquency
Notification, the Company was required to (a) contact the NYSE to
discuss the status of the Delinquent Report and (b) issue a press
release disclosing the occurrence of the Filing Delinquency, the
reason for the Filing Delinquency and, if known, the anticipated
date such Filing Delinquency will be cured via the filing or
refiling of the applicable report, as the case may be. The NYSE
American Notice has no immediate effect on the listing or trading
of the Company’s Class A common stock on NYSE American.
During the six-month period from the date of the Filing
Delinquency (the "Initial Cure Period"), the NYSE will
monitor the Company and the status of the Delinquent Report and any
subsequent delayed filings, including through contact with the
Company, until the Filing Delinquency is cured. If the Company
fails to cure the Filing Delinquency within the Initial Cure
Period, the NYSE may, in the NYSE’s sole discretion, allow the
Company’s securities to be traded for up to an additional six-month
period (the "Additional Cure Period") depending on the
Company’s specific circumstances. If the NYSE determines that an
Additional Cure Period is not appropriate, suspension and delisting
procedures will commence in accordance with the procedures set out
in Section 1010 of the NYSE American Company Guide. If the NYSE
determines that an Additional Cure Period of up to six months is
appropriate and the Company fails to file its Delinquent Report and
any subsequent delayed filings by the end of that period,
suspension and delisting procedures will generally commence. An
issuer is not eligible to follow the procedures outlined in Section
1009 with respect to these criteria.
Notwithstanding the foregoing, however, the NYSE may in its sole
discretion decide (i) not to afford an issuer any Initial Cure
Period or Additional Cure Period, as the case may be, at all or
(ii) at any time during the Initial Cure Period or Additional Cure
Period, to truncate the Initial Cure Period or Additional Cure
Period, as the case may be, and immediately commence suspension and
delisting procedures if the Company is subject to delisting
pursuant to any other provision of the Company Guide, including if
the NYSE believes, in the NYSE’s sole discretion, that continued
listing and trading of an issuer's securities on the NYSE is
inadvisable or unwarranted in accordance with Sections 1001-1006
hereof.
The Company intends to regain compliance with the NYSE American
continued listing standards. There can be no assurance that the
Company will ultimately regain compliance with all applicable NYSE
American listing standards.
About FOXO Technologies Inc. (“FOXO”)
FOXO is a biotechnology company dedicated to improving human
health and longevity through the development of cutting-edge
technology and product solutions for various industries, including
life insurance. FOXO’s epigenetic technology applies AI to DNA
methylation to identify molecular biomarkers of human health and
aging. FOXO is committed to leveraging the latest advancements in
science and technology to help people live better, longer lives.
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 about the delisting of the Warrants
from NYSE American, trading of the Warrants in the over-the-counter
market, the continued listing of the Company’s Class A common stock
on NYSE American, 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 Plan will not
be accepted by NYSE American, 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; 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 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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Crescendo Communications, LLC (212) 671-1020
foxo@crescendo-ir.com
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