Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Net Loss Per Share [Abstract]

NET LOSS PER SHARE

Note 8  NET LOSS PER SHARE

The Business Combination was accounted for as a reverse recapitalization by which FOXO Technologies Operating Company issued equity for the net assets of Delwinds accompanied by a recapitalization. Earnings per share has been recast for all historical periods to reflect the Company’s capital structure for all comparative periods.

The Company excluded the effect of the 69,668 Management Contingent Shares outstanding and not vested as of September 30, 2023 from the computation of basic net loss per share for the three and nine months ended September 30, 2023, as the conditions to trigger the vesting of the Management Contingent Shares had not been satisfied as of September 30, 2023. Shares issued to the Company’s former CEO pursuant to the Management Contingent Share Plan which are under review to determine if such shares should be forfeited in accordance with such plan are included in net loss per share. See Note 12 for additional information.

The Company excluded the effect of the Public Warrants, the Private Placement Warrants, the Assumed Options, and Assumed Warrants from the computation of diluted net loss per share for the three and nine months ended September 30, 2023 as their inclusion would have been anti-dilutive because the Company was in a loss position for such periods. The Assumed Options, the Assumed Warrants, and Bridge Debentures were excluded from the three and nine months ended September 30, 2022 as their inclusion would have been anti-dilutive because the Company was in a loss position for such periods.

The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of shares outstanding during the respective periods:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net loss - basic and diluted	$	(3,660	)	$	(41,026	)	$	(22,592	)	$	(76,932	)
Deemed dividend related to the Exchange Offer		-			-			(2,466	)		-
Net loss to common stockholders - basic and diluted	$	(3,660	)	$	(41,026	)	$	(25,058	)	$	(76,932	)
Basic and diluted weighted average number of Class A Common Stock		4,878			612			3,350			598
Basic and diluted net loss per share available to Class A Common Stock	$	(0.75	)	$	(67.04	)	$	(7.48	)	$	(128.65	)

The following Class A common stock equivalents have been excluded from the computation of diluted net loss per common share as the effect would be antidilutive and reduce the net loss per common stock (shares in actuals):

	As of September 30,
	2023		2022
Public and private warrants		1,037,873		1,037,873
Assumed warrants		25,868		190,619
Assumed options		215,094		296,579
Total antidilutive shares		1,278,835		1,525,071