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Document And Entity Information - shares
9 Months Ended
Sep. 30, 2023
Jan. 19, 2024
Document Information Line Items    
Entity Registrant Name FOXO TECHNOLOGIES INC.  
Trading Symbol FOXO  
Document Type 10-Q/A  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   8,946,032
Amendment Flag true  
Amendment Description This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of FOXO Technologies Inc. (the “Company”) for the three and nine months ended September 30, 2023 filed with the Securities and Exchange Commission on January 19, 2024 (the “Original 10-Q”). On May 30, 2024, after review and consideration of the errors described below, the Board of Directors, after consultation with Kreit & Chiu CPA LLP, the Company’s independent registered public accounting firm, concluded that the Company’s financial statements for the three and nine months ended September 30, 2023 (the “September 30, 2023 Financial Statements”) could no longer be relied upon as being in compliance with generally accepted accounting principles. Accordingly, the Company is restating the September 30, 2023 Financial Statements.Subsequent to filing the Original 10-Q, the Company determined that the down round provisions of common stock warrants that the Company assumed in a business combination that closed on September 22, 2022 (the “Assumed Warrants”) had been triggered on September 19, 2023. The triggering event occurred as a result of the issuance of rights to receive shares (the “Rights”) under the terms of a Shares for Services Agreement (the “SSA Agreement”) dated September 19, 2023. The SSA Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 19, 2023. Under Section 3(b)(i) of the Form of Assumed Warrants, the Rights constituted a dilutive issuance and, as such, required the company to reduce the per share exercise price of the outstanding Assumed Warrants and proportionally increase the number of Assumed Warrants outstanding.In accordance with Accounting Standard Update (“ASU”) 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” as amended, when determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings (loss) per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a deemed dividend and as a reduction of income (or an increase in the net loss) available to common stockholders in basic and diluted EPS.In May 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The FASB issued this update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The guidance clarifies whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity (that is, deemed dividends) and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The deemed dividend represents the increase in the fair value of the derivative as a result of the modification.During the six months ended June 30, 2023, the Company recorded a deemed dividend of $2.5 million in connection with an Exchange Offer, which is more fully discussed in Note 7 to the accompanying unaudited condensed consolidated financial statements. However, the Company did not record the deemed dividend resulting from the trigger of the down round provisions of the Assumed Warrants in the Original 10-Q. Therefore, the deemed dividend was understated in the three and nine months ended September 30, 2023 by approximately $0.9 million. The Company is required to report any increase in the fair value of the Assumed Warrants resulting from a trigger of the down round provisions as a deemed dividend in its financial statements with a corresponding increase in the net loss available to common shareholders.The error discussed above also resulted in an understatement of the reported number of Assumed Warrants outstanding at September 30, 2023 from a reported 25,868 Assumed Warrants outstanding to a corrected 2,007,848 Assumed Warrants outstanding and an overstatement of the exercise price of the Assumed Warrants from a reported $62.10 per share to a corrected exercise price of $0.80 per share. Accordingly, we are restating our previously filed financial statements to correct these errors. The correction of these errors did not impact assets, liabilities, total stockholders’ deficit, total cash flows, net loss or comprehensive loss.  
Entity Central Index Key 0001812360  
Entity Current Reporting Status No  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Sep. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company false  
Entity Ex Transition Period false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-39783  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 85-1050265  
Entity Address, Address Line One 729 N  
Entity Address, Address Line Two Washington Ave  
Entity Address, Address Line Three Suite 600  
Entity Address, City or Town Minneapolis  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55401  
City Area Code (612)  
Local Phone Number 562-9447  
Title of 12(b) Security Class A Common Stock, par value $0.0001  
Security Exchange Name NYSE  
Entity Interactive Data Current No