Financial Analysis

Note 5 ACQUISITIONS Acquisition of Myrtle Under Stock Exchange Agreement On June 10, 2024, the Company entered into a stock exchange agreement, as supplemented (the Myrtle Agreement), provided for RHI to exchange all of its equity interest in Myrtle for $ 0.5 million, payable in a combination of shares of the Companys Class A Common Stock and a note payable. The closing occurred effective on June 14, 2024. The Company recorded a non-interest-bearing note payable due on demand to RHI in the amount of $ 0.3 million and it paid the remaining purchase price of $ 0.2 million by issuing 51,439 shares of its Class A Common Stock to RHI on July 17, 2024. The number of shares of the Companys Class A Common Stock issuable to RHI was determined by dividing $ 0.2 million by the volume weighted average price of the Companys Class A Common Stock on the day prior to closing, which was $ 2.30 per share. In addition to the $ 0.3 million promissory note issued to RHI for a portion of the purchase price of Myrtle, Myrtle issued a promissory note payable to RHI dated June 13, 2024, in the original principal amount of $ 1.6 million, which represented the amount owed to RHI by Myrtle at the time of the sale of Myrtle to the Company. The $ 0.3 million note and the $ 1.6 million note are more fully discussed in Note 10. Myrtle was formed in the second quarter of 2022 to pursue opportunities in the behavioral health sector, including substance use disorder treatment, initially in rural markets. Servi …

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Note 18 COMMITMENTS AND CONTINGENCIES The Company accrues costs associated with certain contingencies, including, but not limited to, settlement of legal proceedings, regulatory compliance matters and self-insurance exposures when such costs are probable and reasonably estimable. In addition, the Company records legal fees in defense of asserted litigation and regulatory matters as such legal fees are incurred. To the extent it is probable that the Company is able to recover losses and legal fees related to contingencies, it records such recoveries concurrently with the accrual of the related loss or legal fees. Significant management judgment is required to estimate the amounts of such contingent liabilities. In the Companys determination of the probability and ability to estimate contingent liabilities, it considers the following: litigation exposure based on currently available information, consultations with external legal counsel and other pertinent facts and circumstances regarding the contingency. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the consolidated statements of operations during the period of the change and appropriately reflected in the consolidated balance sheets. Legal Proceedings Smithline Family Trust II vs. FOXO Technologies Inc. and Jon Sabes On November 18, 2022, Smithline filed a complaint against the Company an …

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Note 10 DEBT At December 31, 2025 and 2024, debt consisted of the following: SCHEDULE OF DEBT December 31, 2025 December 31, 2024 Notes payable third parties $ 2,151,838 $ 7,279,724 Notes and loans payable related parties 4,902,392 2,671,924 Other loans 237,810 268,257 Total debt 7,292,040 10,219,905 Less current portion of debt (7,292,040 ) (10,219,905 ) Total debt, net of current portion $ - $ - Notes Payable Third Parties At December 31, 2025 and 2024 notes payable with third parties consisted of the following: SCHEDULE OF NOTES PAYABLE WITH THIRD PARTIES December 31, 2025 December 31, 2024 Senior PIK Notes in the aggregate principal amount of $ 0 and $ 3,457,500 , including interest of $ 0 and $ 1,793,241 at December 31, 2025 and 2024, respectively $ - $ 5,250,741 Silverback/Western Note Payable 540,363 623,832 ClearThink Notes in the aggregate principal amount of $ 424,462 and $ 1,166,750 net of unamortized discounts of $ 0 and $ 257,290 at December 31, 2025 and 2024, respectively 424,462 909,460 LGH notes payable in the aggregate principal amount of $ 70,168 and $ 222,000 , net of unamortized discounts of $ 0 and $ 126,511 at December 31, 2025 and 2024, respectively 70,168 95,489 IG notes payable in the aggregate principal amount of $ 356,250 and $ 120,000 , net of unamortized discounts of $ 0 and $ 68,739 at December 31, 2025 and 2024, respectively 356,250 51,267 1800 Diagonal notes payable in the aggregate principal amount of $ 238,841 and $ 264,308 , net of unamortiz …

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Note 14 EQUITY-BASED COMPENSATION Management Contingent Share Plan On September 14, 2022, the stockholders of the Company approved the FOXO Technologies Inc. Management Contingent Share Plan (the Management Contingent Share Plan). The purposes of the Management Contingent Share Plan were to (a) secure and retain the services of certain key employees and service providers and (b) incentivize such key employees and service providers to exert maximum efforts for the success of the Company and its affiliates. The number of shares of Class A Common Stock that were authorized to be issued under the Management Contingent Share Plan was 46,231 shares, subject to equitable adjustment for shares splits, share dividends, combinations, recapitalizations and the like, including to account for any equity securities into which such shares are exchanged or converted. All 46,231 shares of Class A Common Stock were issued to members of our management. The Management Contingent Share Plan provided for the grant of restricted share awards of the Companys Class A Common Stock. All of the shares of the Companys Class A Common Stock issued to a FOXO employee at the Closing were issued pursuant to a Restricted Share Award, the terms of which shall apply to all shares issued to such recipient. For the purposes of the Management Contingent Share Plan, shares of the Companys restricted Class A Common Stock issued in accordance with such plan will be considered vested when they are no longer subject to …

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Note 15 FAIR VALUE MEASUREMENTS The estimated fair value of financial instruments was determined by the Company using available market information and valuation methodologies considered to be appropriate. The fair value measurements accounting guidance is more fully discussed in Note 3. At December 31, 2025 and 2024, the carrying value of the Companys accounts receivable, notes payable, accounts payable and accrued expenses approximated their fair values due to their short-term nature. The following table presents information about the Companys assets and liabilities that are measured on a recurring basis as of December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Fair Value Measurements Using Inputs Considered as: December 31, 2025 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - Fair Value Measurements Using Inputs Considered as: December 31, 2024 Fair Value Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 41,246 $ 40,250 $ 996 $ - Total liabilities $ 41,246 $ 40,250 $ 996 $ - Warrant Liability The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities were measured at fair value on the date …

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Note 16 INCOME TAXES As discussed in Note 3, effective January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, which expanded income tax disclosure requirements, including disaggregation of pretax income (loss) and income tax expense (benefit) by jurisdiction and disclosure of income taxes paid (net of refunds received). The Company adopted the standard on January 1, 2025 on a retrospective basis. Accordingly, the tax rate reconciliation and income taxes paid disclosures for the year ended December 31, 2024 has been recast to conform to the current years presentation. The adoption affected disclosures only and did not impact the Companys financial position, results of operations, or cash flows. For the year ended December 31, 2025, the Company recorded an income tax (benefit) of approximately $ (0.2) million, which represented a $ 0.2 million release of the Companys valuation allowance related to an acquisition. Apart from the $(0.2) million deferred tax benefit, no provision or benefit for U.S. federal, state or local income tax has been recorded, as the Company provided for a full valuation allowance against its U.S. federal, state and local deferred tax assets. For the year ended December 31, 2024, the Company zero income tax expense / (benefit). ASU 2023-09 requires disaggregation of pretax income (loss), income tax expense (benefit), and income taxes paid by jurisdiction. The Company has no foreign operations; accordingly, all pretax inc …

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Note 12 RIGHT-OF-USE LEASE ASSETS AND OBLIGATIONS Lease Agreements Between Myrtle and RHI and SCCH and RHI Myrtle entered into a lease agreement with a subsidiary of RHI under which Myrtle agreed to lease facilities at BSFs campus beginning June 14, 2024. The lease is for a term of one year with five annual options to renew for an additional year with an initial monthly base rental amount of $ 35,000 and annual rent increases equal to the greater of 3 % and the consumer price index. As of June 14, 2025, the Company renewed the lease for an additional year and, accordingly, the monthly base rental amount has been increased to $ 36,050 . On June 1, 2024, SCCH entered into a triple net lease agreement with a subsidiary of RHI under which SCCH agreed to lease the BSF hospital facilities. The lease is for a term of one year with five annual options to renew for an additional year with an initial monthly base rental amount of $ 65,000 and annual rent increases equal to the greater of 3 % and the consumer price index. As of June 1, 2025, the Company renewed the lease for an additional year and, accordingly, the monthly base rental amount has been increased to $ 66,950 . The Company has waived payment defaults on these facility leases through June 30, 2026. Also, included in the table below is a motor vehicle leased by Vector. For operating leases with terms greater than 12 months, including annual options that are expected to be renewed, the Company records the related right-of-use …

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RECENTLY ISSUED ACCOUNTING STANDARDS In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires enhanced annual disclosures for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state and foreign taxes. ASU 2023-09 was effective for public business entities for annual periods beginning on January 1, 2025. The Company adopted ASU 2023-09 effective January 1, 2025 using a retrospective approach to all prior periods presented in these annual financial statements. Income taxes, including the enhanced annual disclosures required by ASU 2023-09, as applicable, are presented in Note 16. In November 2024, the FASB issued ASU 2024-04, Debt with Conversions and Other Options (Subtopic 470-20), Induced Conversions of Convertible Debt Instruments. The amendments in this ASU clarify when the settlement of a debt instrument should be accounted for as an induced conversion. Under this ASU, (a) to be accounted for as an induced conversion, an inducement offer is required to preserve the form and amount of consideration issuable upon conversion in accordance with the terms of the instrument (rather than only the equity securities issuable upon conversion), (b) whether a settlement of convertible debt is an induced conversion should be assessed as of the date the inducement offer is accepted by the holder, and (c) issuers that have exchanged or modified a convertible …

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Note 11 RELATED PARTY TRANSACTIONS At December 31, 2025 and December 31, 2024, related parties payable and accrued expenses consisted of the following: SCHEDULE OF RELATED PARTIES PAYABLE AND ACCRUED EXPENSES December 31, December 31, 2025 2024 Accounts payable to Andrew Poole $ 217,425 $ 204,774 Accounts payable to InnovaQor 143,890 138,188 Accounts payable to RHI 33,670 - Rent payable to a subsidiary of RHI 281,568 648,333 Accrued interest on related parties notes payable (Note 10) 1,097,222 900,090 Director fees payable 225,000 50,000 Related parties payables and accrued expenses $ 1,998,775 $ 1,941,385 In addition to the transactions discussed in Notes 5, 10, 12, 13, 14 and 18, the Company had the following related party activity during the years ended December 31, 2025 and 2024: Management, License and Maintenance Fees Under the KR8 Agreement On October 29, 2023, the Company entered into a Letter Agreement with KR8 to develop a Direct-to-Consumer APP (iOS and Android) combining its AI Machine Learning technology to provide a commercial application of FOXOs epigenetic biomarker technology as a subscription consumer engagement platform. Effective January 12, 2024, the Letter Agreement was replaced with the Master Software and Services Agreement between the Licensor and the Company (the KR8 Agreement). The Companys Director, Mark White, and its former Interim CFO, Martin Ward, who has recently passed away, are/were each equity owners of the Licensor. Under the KR8 Agreement …

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Note 17 BUSINESS SEGMENTS The Company manages and classifies its business into three reportable business segments: (i) Healthcare, (ii) Life Science Services and (iii) Labs. Healthcare - The Companys healthcare segment began with the acquisition of Myrtle on June 14, 2024 and includes RCHI, which was acquired on September 10, 2024. Each of these acquisitions is more fully discussed in Note 5. Myrtle offers behavioral health services, primarily substance use 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, including laboratory, radiology, respiratory and pharmacy services. BSF is designated as a Critical Access Hospital (rural) hospital. Life Science Services The Companys Life Science Services segment began with the acquisition of Vector on September 19, 2025, as more fully discussed in Note 5. Vector is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries. Labs - The Companys Labs segment is commercializing proprietary epigenetic biomarker technology. The Companys innovative biomarker technology enables the adoption of new saliva-based health and wellness biomarker solutions. The Companys research demonstrates that epigenetic biomarkers, collected from saliva, provide measures of individual health and wellness for the …

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Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and in accordance with Regulation S-X of the SEC. The consolidated financial statements include the accounts of FOXO and its wholly owned and majority-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. EMERGING GROWTH COMPANY The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933 and as modified by the Jumpstart Our Business Startups Act of 2012, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities …

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Note 13 STOCKHOLDERS EQUITY Authorized Capital At December 31, 2025, the Companys authorized shares of all capital stock, par value $ 0.0001 per share, of 2,510,000,000 shares, consisting of (i) 10,000,000 shares of preferred stock and (ii) 2,500,000,000 shares of Class A Common Stock. On September 10, 2025, the Companys shareholders approved an amendment to the Companys Amended and Restated Certificate of Incorporation, to increase the authorized shares of Class A Common Stock to 2,500,000,000 . Effective October 22, 2025, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to increase the authorized shares of Class A Common Stock to 2,500,000,000 . As a result of voting rights in the Series A Preferred Stock, ownership of Series A Preferred Stock by RHI and irrevocable proxies entered into on February 3, 2025 and May 8, 2025, between RHI and holders of the Companys Series A Preferred Stock, RHI has the ability to increase the number of authorized shares of the Companys Class A Common Stock in its sole and absolute discretion. Therefore, the Company is confident that, through RHI (Mr. Lagan, is the CEO of both the Company and RHI), it has the ability to ensure that it has and/or can obtain sufficient authorized shares of its Class A Common Stock to cover all potentially dilutive common shares outstanding. Subsequent to December 31, 2025, the Company increased its authorized shares of Class A Common Stock to 10 billion as more fully discuss …

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Note 20 SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying consolidated financial statements. Increases in Authorized Shares of Class A Common Stock Pursuant to the authorization and approval previously provided by its stockholders, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase its authorized shares of Class A Common Stock from 2,500,000,000 shares to 10,000,000,000 shares, which filing became effective on January 18, 2026. On March 20, 2026, the Companys Board of Directors approved an increase to the Companys authorized shares of Class A Common Stock from 10,000,000,000 to 25,000,000,000 and on March 26, 2026, shareholders holding greater than a majority of the votes eligible to vote in such matter approved such matter via written consent. The Company intends to file a Certificate of Amendment to its Certificate of Incorporation after required notice is provided to all shareholders. Notes Payable with Institutional Lenders On January 28, 2026, the Company issued two unsecured promissory notes payable to institutional lenders each with: (i) a principal balance of $ 280,000 ; (ii) an original i …

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