FOXO TECHNOLOGIES INC.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
FOXO$0.13+19.2%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001641172-25-024818
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001493152-25-021497
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 156 previous paragraphs and 175 current paragraphs.
97 unchanged; 53 reworded; 25 added; 5 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
Life Science Services Segment
Current report
Through Vector, we are an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.
Current report
Acquisition of Vector Under Stock Purchase Agreement
Current report
On September 9, 2025, the Company entered into the Stock Purchase Agreement with Vector, (the “Vector SPA”), between the stockholders (each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity securities of Vector (the “Purchased Shares”) and FOXO Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of the Company (“FAC”), (the “Vector Acquisition”). Pursuant to the SPA, upon closing on September 19, 2025, the Sellers exchanged the Purchased Shares for (i) $500,000 in cash, (ii) 60,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock (the “Series E Preferred Stock”) with a stated value of $25.00 per share, or a total stated value of $1,500,000, (iii) 386,847,195 three year warrants to purchase shares of the Company’s Class A Common Stock with an exercise price of $0.00517 per share (the “Vector Warrants”), which was equal to the closing price of the Company’s Class A Common Stock on the trading day immediately prior to closing, plus 10%, (subject to adjustment) valued at $769,826 and (iv) 80,000 shares of Series E Preferred Stock to be issued to the Sellers on or before 120 days after the two-year anniversary of the closing; provided that, such shares will only be issued in the event that the Qualifying Revenue (as defined in the Vector SPA) of the Business (as defined in the Vector SPA) during the 12-month period between the first and second anniversary of the closing are at least $4,000,000; provided, further, that in the event that less than $4,000,000 of Qualifying Revenues are actually collected by Vector on or before 90 days after the second anniversary of the closing, the number of shares of Series E Preferred Stock to be issued to the Sellers will be reduced by an amount equal to one share for each $25.00 of Qualifying Revenues less than $4,000,000 collected by such date; and, provided, further, if a Change of Control (as defined in the Vector SPA) of the Company occurs prior to the two-year anniversary of the closing, all of the 80,000 shares of Series E Preferred Stock will be issued to the Sellers as of the date of such Change of Control. Pursuant to the Vector SPA, the Sellers have the right, but not obligation, to repurchase the Purchased Shares under certain limited circumstances at fair market value as determined by a third party and subject to a floor.
Current report
Vector is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.
Current report
Vector BioSource Inc.
Current report
Vector is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceuticals research industries. Vector plans to transform the biospecimen sourcing landscape with an innovative AI-driven platform that it believes will provide researchers’ immediate access to bio-samples, including, whole blood samples, bulk serum collections and toxicology urine specimens. The Company is actively pursuing an acquisition in the sector that, if successful, will deliver an FDA-approved collection and processing capability in the US from which Vector can aggressively grow its business. Vector is also actively seeking international sourcing partners that can provide certain (rare) disease state samples for the research and development sector only. Vector has initiated its first agreement with a partner in India and has been successful in sourcing samples from there as well as from Latin America to satisfy certain orders received.
Current report
NM= Not Meaningful
Current report
***Interest Expense.***Interest expense was relatively constant at $0.9 million for the three months ended September 30, 2025 compared to $1.0 million for the three months ended September 30, 2024.
Current report
Nine Months Ended September 30, 2025 and 2024
Current report
NM= Not Meaningful
Current report
***Segment Loss.***Segment Loss was $0.8 million for the three months ended September 30, 2025, compared to segment loss of $47,698 for the three months ended September 30, 2024, or an increase of $0.7 million. RCHI contributed $0.9 million of the increase in the loss, partially offset by a reduction in Myrtle’s loss of 0.2 million.
Current report
Life Science Services
Current report
***Net Revenues.***Net revenues were $31,630 for the three months ended September 30, 2025 and represents the net revenues from Vector, which was acquired on September 19, 2025.
Current report
Segment Loss. Segment loss was $3,504 for the three months ended September 30,2025 and represents the loss from Vector.
Current report
***Net Revenues.***Net revenues were $8,242 for the three months ended September 30, 2025 compared to $8,752 for the three months ended September 30, 2024, a decrease of $510 primarily from royalty income.
Current report
***Segment Loss.***Segment loss was $0.3 million for the nine months ended September 30, 2025 compared to segment loss of $0.1 million for the nine months ended September 30, 2024, or an increase of $0.2 million primarily from an increase in the loss from Myrtle.
Current report
Life Science Services
Current report
***Net Revenues.***Net revenues were $31,630 for the nine months ended September 30, 2025 and represent net revenues from Vector, which was acquired on September 19, 2025.
Current report
Segment Loss. Segment loss was $3,504 for the nine months ended September 30,2025 and represent the loss from Vector.
Current report
Other Loans
Current report
In addition, in connection with the acquisition of Vector, we assumed two loans with principal balances totaling $60,965 as of September 30, 2025 and we have a loan payable in the amount of $0.3 million related to an accounts receivable sales agreement that we entered into during the nine months ended September 30, 2025. The loan had an original principal balance of $0.4 million and we received cash proceeds from the issuance of $0.3 million.
Current report
During the nine months ended September 30, 2025, we issued 73.4 million shares of our Class A Common Stock upon conversions of 10,844 shares of the Series A Preferred Stock with stated values totaling $10.8 million.
Current report
Our Life Science Services segment’s revenue consists of revenue from Vector, which was acquired on September 19, 2025. The Company recognizes revenue from the sale of high-quality bio-samples and bulk biological materials for every stage of life science research in accordance with ASC 606. Revenue is recognized when control of the promised goods or services is transferred to the customer, which generally occurs upon shipment or delivery. As a result of applying this five-step model under ASC 606, the Company recognizes revenues from its sale of products upon their transfer of control to the customer, which is considered complete at either the time of shipment or arrival at destination based upon agreed upon terms within the contract. The Company’s payment terms for the sale of standard products are typically 30 to 60 days.
Current report
In September 2025, the FASB issued ASU 2025-07,Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40). The target of this Update is accounting for internal use software. The amendments in this Update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software (referred to as “significant development uncertainty”). The two factors to consider in determining whether there is significant development uncertainty are whether: 1. The software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing. 2. The entity has determined what it needs the software to do (for example, functions or features), including whether the entity has identified or continues to substantially revise the software’s significant performance requirements. The amendments in this Update specify that the disclosures in Subtopic 360 10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. Additionally, the amendments clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs. 2 Furthermore, the amendments in this Update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. Under current GAAP, entities are required to capitalize development costs incurred for internal-use software depending on the nature of the costs and the project stage during which they occur. Stakeholders said that applying this guidance can be challenging because entities have trouble differentiating between the project stages, particularly in an iterative development environment. The amendments in this Update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. The amendments in this ASU are effective for all entities for annual reporting periods beginning…
Excerpt shortened here; the source contains the full paragraph.
Removed paragraphs (5)
Previous report
Six Months Ended June 30, 2025 and 2024
Previous report
***Segment Earnings (Loss).***Segment earnings was $1.3 million for the three months ended June 30, 2025 and represents the loss from Myrtle offset by the earnings from RCHI and segment loss was $66,723 for the three months ended June 30, 2024 and represents the loss from Myrtle.
Previous report
***Segment Earning (Loss).***Segment earnings was $0.4 million for the six months ended June 30, 2025 and represents the loss from Myrtle offset by the earnings from RCHI and segment loss was $66,723 for the six months ended June 30, 2024 and represents the loss from Myrtle.
Previous report
***Net revenues.***Net revenues were $16,305 for the six months ended June 30, 2025 compared to $14,467 for the six months ended June 30, 2024, an increase of $1,838 from royalty income.
Previous report
Issuances of our Class A Common Stock and preferred stock subsequent to June 30, 2025 are discussed in Note 16 to the accompanying unaudited condensed consolidated financial statements.
Reworded paragraphs (53)
Previous wording
We are a healthcare services and technology company operating in two reportable business segments: (i) Healthcare; and (ii) Labs, formerly referred to as Labs and Life. These segments further operate in three synergistic divisions, a rural hospital division, a mental and behavioral health division, which together make up our Healthcare segment and an epigenetics diagnostics and interpretation division, which makes up our Labs segment. Our rural hospital division and our epigenetics diagnostics and interpretation division operate through wholly owned subsidiaries, and our behavioral health division operates through a majority-owned subsidiary.
Current wording
We are a healthcare services and technology company operating in three reportable business segments: (i) Healthcare, (ii) Life Science Services and (iii) Labs, formerly referred to as Labs and Life. These segments further operate in four synergistic divisions, a rural hospital division and a mental and behavioral health division, which make up our Healthcare segment, a biospecimens division, which makes up our Life Science Services segment and an epigenetics diagnostics and interpretation division, which makes up our Labs segment. Our rural hospital division, biospecimens division and epigenetics diagnostics and interpretation division operate through wholly owned subsidiaries, and our behavioral health division operates through a majority-owned subsidiary.
Previous wording
Our Healthcare segment includes Myrtle, which was acquired on June 14, 2024 and RCHI, and its wholly-owned subsidiary, SCCH which were acquired on September 10, 2024, as more fully discussed below.
Current wording
Our Healthcare segment includes Myrtle, which was acquired on June 14, 2024 and RCHI, and its wholly-owned subsidiary, SCCH which were acquired on September 10, 2024. Our Life Science Services segment consists of Vector, which was acquired on September 19, 2025. These acquisitions are more fully discussed below.
Previous wording
The second agreement with RHI, also dated June 10, 2024, (the “RCHI Agreement”) provided for the RHI to exchange all of the outstanding shares of its subsidiary RCHI, including RCHI’s wholly-owned subsidiary Scott County Community Hospital, Inc. (“SCCH”), for 20,000 shares of the Company’s to be authorized Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”). Closing of the RCHI Agreement was subject to a number of conditions. On September 10, 2024, the parties to the RCHI Agreement entered into an Amended and Restated Securities Exchange Agreement (the “Amendment”) which revised the consideration payable to RHI from shares of Series A Preferred Stock to $100. In addition, RCHI issued to the RHI a senior secured note in the principal amount of $22.0 million the “RCHI Note”) (subject to adjustment). The RCHI Note had a maturity date of September 10, 2026 and accrued interest on any outstanding principal amount at the rate of 8% per annum for the first six months, increasing to 12% per annum thereafter. After maturity, interest accrued at a rate of 20% per annum. The RCHI Note required principal repayments equal to 10% of the free cash flow (net cash from operations less capital expenditures) from RCHI and SCCH.
Current wording
The second agreement with RHI, also dated June 10, 2024, (the “RCHI Agreement”) provided for the RHI to exchange all of the outstanding shares of its subsidiary RCHI, including RCHI’s wholly-owned subsidiary Scott County Community Hospital, Inc. (“SCCH”), for 20,000 shares of the Company’s to be authorized Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”). On September 10, 2024, the parties to the RCHI Agreement entered into an Amended and Restated Securities Exchange Agreement (the “Amendment”) which revised the consideration payable to RHI from shares of Series A Preferred Stock to $100. In addition, RCHI issued to the RHI a senior secured note in the principal amount of $22.0 million the “RCHI Note”) (subject to adjustment). The RCHI Note had a maturity date of September 10, 2026 and accrued interest on any outstanding principal amount at the rate of 8% per annum for the first six months, increasing to 12% per annum thereafter. After maturity, interest accrued at a rate of 20% per annum. The RCHI Note required principal repayments equal to 10% of the free cash flow (net cash from operations less capital expenditures) from RCHI and SCCH.
Previous wording
Pursuant to the RCHI SEA, in the event that the Company, at any time after June 10, 2024 and during the twelve months thereafter, entered into any agreement or settlement agreement with any pre-existing holder of debt or other liability owed by the Company above $5.0 million (cumulative) then the consideration payable shall increase on a dollar for dollar basis for the aggregate settlement amount above $5.0 million. As of the September 10, 2024 acquisition date, the full scope of the Company’s obligations to pre-existing debt holders or other creditors was not determinable, as negotiations with creditors and debt holders remained open and unresolved. As of June 30, 2025, the Company had fully settled $5.8 million of cumulative debts and liabilities above $5.0 million. Accordingly, on June 30, 2025, the Company issued to RHI the Additional RCHI Note in the principal amount of $5.8 million. The Additional RCHI Note does not bear interest and the maturity date is June 30, 2026. On August 18, 2025, $5.0 million of the Additional RCHI Note was exchanged for 5,000 shares of the Company’s Series A Preferred Stock.
Current wording
Pursuant to the RCHI SEA, in the event that the Company, at any time after June 10, 2024, the date specified in the RCHI SEA, and during the twelve months thereafter, entered into any agreement or settlement agreement with any pre-existing holder of debt or other liability owed by the Company above $5.0 million (cumulative) then the consideration payable shall increase on a dollar for dollar basis for the aggregate settlement amount above $5.0 million. As of the September 10, 2024 acquisition date, the full scope of the Company’s obligations to pre-existing debt holders or other creditors was not determinable, as negotiations with creditors and debt holders remained open and unresolved. As of September 30, 2025, the Company had fully settled $6.0 million of cumulative debts and liabilities above $5.0 million. To satisfy the additional purchase price obligation, on the September 30, 2025 unaudited condensed consolidated balance sheet, related parties’ note payable includes a $1.0 million note payable to RHI (the “Additional RCHI Note”) and on August 18, 2025, the Company issued to RHI 5,000 shares of its Series A Preferred Stock with a stated value of $5.0 million.
Previous wording
In addition, the Company has agreed to extend the period for settlement of qualifying debt and liabilities that are not yet settled or quantified for another twelve months, that is through June 30, 2026. Any additional purchase price consideration that may occur as a result of settling additional qualifying debt and liabilities will be recorded as an additional liability to RHI. As of June 30, 2025, the Company cannot estimate the additional settlement amount of additional liabilities that existed at June 10, 2024 and that may be settled because of ongoing negotiations that remain unresolved.
Current wording
In addition, the Company has agreed to extend the period for settlement of qualifying debt and liabilities that are not yet settled or quantified through June 30, 2026. Any additional purchase price consideration that may occur as a result of settling additional qualifying debt and liabilities will be recorded as an additional liability to RHI. As of September 30, 2025, the Company cannot estimate the additional settlement amount of additional liabilities that existed at June 10, 2024 and that may be settled because of ongoing negotiations that remain unresolved.
Previous wording
In July 2025 the Board of Directors has approved pursuing the spin-off of its FOXO Labs, Inc. subsidiary that is focused on the development of its epigenetics business.
Current wording
In July 2025 the Board of Directors has approved pursuing the spin-off of its FOXO Labs, Inc. subsidiary that is focused on the development of its epigenetics business. The Company continues to pursue options for this subsidiary but has not yet confirmed plans that would lead to a separation of this subsidiary.
Previous wording
Commencement of Delisting Proceedings by NYSE American and Commencement of Trading on the OTC Market
Current wording
Delisting Proceedings by NYSE American and Commencement of Trading on the OTC Market
Previous wording
On August 12, 2025, the Company received a letter from NYSE confirming that NYSE Regulation has determined to commence proceedings to delist the Class A Common Stock of the Company from NYSE American, pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Class A Common Stock. The share price went below the NYSE minimum price of $0.10 on August 12, 2025 and was immediately suspended from trading by NYSE.
Current wording
On August 12, 2025, the Company received a letter from NYSE confirming that NYSE Regulation has determined to commence proceedings to delist the Class A Common Stock of the Company from NYSE American, pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Class A Common Stock. The share price went below the NYSE minimum price of $0.10 on August 12, 2025 and was immediately suspended from trading by NYSE. On August 22, 2025, a Form 25 was filed and, 10 days later the delisting was effective.
Previous wording
Healthcare generates revenues from hospital and ancillary services as well as substance use disorder treatments, including inpatient and outpatient services. Labs currently recognizes revenue from residual life insurance commissions and collecting a royalty from Illumina, Inc. related to the sales of the Infinium Mouse Methylation Array.
Current wording
Healthcare generates revenues from hospital inpatient, outpatient and ancillary services as well as substance use disorder treatments, including inpatient and outpatient services. Our Life Science Services segment generates revenue from sales of biospecimens. Labs currently recognizes revenue from residual life insurance commissions and collecting a royalty from Illumina, Inc. related to the sales of the Infinium Mouse Methylation Array.
Previous wording
Labs conducts research and development, and such costs are recorded within research and development expenses on the consolidated statements of operations. Labs had operated its Bioinformatics Services as an ancillary offering, with revenue recognized as epigenetic biomarker services in our historical financial statements but now looks to it as a primary offering. Bioinformatics Services provide data processing, quality checking, and data analysis services using FOXO’s cloud-based bioinformatics pipeline, referred to as our epigenetics, longevity, or methylation pipeline in our historical financial statements. Labs accepts raw data from third party labs and converts that data into usable values for customers.
Current wording
Labs is currently inactive. Historically Labs conducted research and development, and such costs are recorded within research and development expenses on the consolidated statements of operations. Labs had operated its Bioinformatics Services as an ancillary offering, with revenue recognized as epigenetic biomarker services in our historical financial statements. Bioinformatics Services provided data processing, quality checking, and data analysis services using FOXO’s cloud-based bioinformatics pipeline, referred to as our epigenetics, longevity, or methylation pipeline in our historical financial statements. Labs accepted raw data from third party labs and converted that data into usable values for customers. The Company continues to assess and consider options for this business.
Previous wording
***Net revenues.***Net revenues were $5.2 million for the three months ended June 30, 2025, compared to $27,474 for the three months ended June 30, 2024. Myrtle, acquired on June 14, 2024, contributed $0.5 million of net revenues and RCHI, acquired on September 10, 2024, contributed $4.7 million of the net revenues for the three months June 30, 2025. Labs net revenues were $7,816 and $7,287 for the three months ended June 30, 2025 and 2024, respectively. Included in RCHI net revenues for the three months ended June 30, 2025, were net revenues of $2.5 million from the State of Tennessee’s Hospital Improvement Plan (“THIP”) for the plan’s fiscal year ended June 30, 2025. The THIP is designed to increase revenues for hospitals serving TennCare patients.
Current wording
***Net Revenues.***Net revenues were $3.5 million for the three months ended September 30, 2025, compared to $1.2 million for the three months ended September 30, 2024, an increase of $2.3 million. Myrtle, acquired on June 14, 2024, contributed $0.4 million of the increase, RCHI, acquired on September 10, 2024, contributed $1.9 million of the increase and Vector, acquired on September 19, 2025, contributed $31,630 of the increase. Labs net revenues were $8,242 and $8,752 for the three months ended September 30, 2025 and 2024, respectively. Included in RCHI net revenues for the three months ended September 30, 2025, were net revenues of $0.5 million from the State of Tennessee’s Hospital Improvement Plan (the “THIP”). The THIP is designed to increase revenues for hospitals serving TennCare patients.
Previous wording
***Direct Costs of Revenues.***Direct costs of revenues were $2.0 million and $31,203 million for the three months ended June 30, 2025 and 2024, respectively. The direct costs of revenue for the three months ended June 30, 2025 resulted from $0.3 million of Myrtle’s direct costs and $1.7 million of RCHI’s direct costs. Myrtle was acquired on June 14, 2024 and RCHI was acquired on September 10, 2024. The direct costs for the three months ended June 30, 2024 were attributable to Myrtle.
Current wording
***Direct Costs of Revenues.***Direct costs of revenues were $2.1 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively. Myrtle’s direct costs of revenue were $0.3 million, RCHI’s were $1.8 million and Vector’s were $5,338 for the three months ended September 30, 2025. Myrtle was acquired on June 14, 2024, RCHI was acquired on September 10, 2024 and Vector was acquired on September 19, 2025. Myrtle’s and RCHI’s direct costs for the three months ended September 30,sof 2024 were $0.1 million and $0.4 million respectively.
Previous wording
***Research and Development.***Research and development expenses were $70,183 for the six months June 30, 2025, compared to $0.3 million for the six months ended June 30, 2024. The decrease was due to research and development projects that were paused or that are no longer ongoing.
Current wording
***Research and Development.***Research and development expenses were $77,096 for the three months September 30, 2025, compared to $43,806 for the three months ended September 30, 2024. The increase was due to research and development projects related to our epigenetic biomarker technology.
Previous wording
***Management Contingent Share Plan.***Management Contingent Share Plan expense was $18,878 for the three months ended June 30, 2025 compared to an expense of $8,509 for the three months ended June 30, 2024. The expense for the three months ended June 30, 2025 resulted from the partial vesting of the 168 Management Contingent Share Plan shares that remain outstanding under the plan. These shares fully vest on September 15, 2027. During the three months ended June 30, 2024, 670 shares partially vested, offset by 84 shares that were forfeited under the plan.
Current wording
***Management Contingent Share Plan.***Management Contingent Share Plan, net was a reduction of expense of $0.2 million for the three months ended September 30, 2025 compared to a net reduction of expense of $0.1 million for the three months ended September 30, 2024. The net reduction of expense for the three months ended September 30, 2025 resulted from the forfeiture of 168 shares under the plan during the period. During the three months ended September 30, 2024, 168 shares partially vested, offset by 502 shares that were forfeited under the plan.
Previous wording
Selling, General and Administrative. Selling, general and administrative expenses were $2.6 million for the three months ended June 30, 2025, compared to $1.5 million for the three months ended June 30, 2024. The increase of $1.1 million, or 70.05%, was due to $2.3 million of selling general and administrative expenses of Myrtle, acquired on June 14, 2024, and RCHI, acquired on September 10, 2024, partially offset by a reduction in Labs and Corporate selling, general and administrative expenses.
Current wording
Selling, General and Administrative. Selling, general and administrative expenses were $2.5 million for the three months ended September 30, 2025, compared to $1.7 million for the three months ended September 30, 2024. The increase of $741,183, or 42.76%, was due to an increase of $1.2 million of selling general and administrative expenses of Myrtle, acquired on June 14, 2024 and RCHI, acquired on September 10, 2024. In addition, Vector, acquired on September 19, 2025, contributed $27,537 of the increase, partially offset by a reduction in Labs and Corporate selling, general and administrative expenses of $0.5 million.
Previous wording
***Change in Fair Value of Warrant Liabilities.***The fair value of the warrant liabilities decreased by $7,596 for the three months ended June 30, 2025, compared to an increase in fair value of $999 for the three months ended June 30, 2024. The changes were attributable to fluctuations in the quoted price of the Public Warrants. The warrants are listed on the OTC Pink Marketplace.
Current wording
***Change in Fair Value of Warrant Liabilities.***The fair value of the warrant liabilities decreased by $1,580 for the three months ended September 30, 2025, compared to decreases in fair value of $6,548 for the three months ended September 30, 2024. The changes were attributable to fluctuations in the quoted price of the Public Warrants. The warrants are quoted on the OTC Markets.
Previous wording
***Other Non-Operating Expenses, Net.***Other non-operating expenses, net were $0.1 million for the three months ended June 30, 2025, compared to other non-operating expenses, net of $32,500 for the three months ended June 30, 2024. The other non-operating expenses, net in the three months ended June 30, 2025 resulted primarily from $0.1 million of penalties and interest for nonpayment of payroll taxes. The other non-operating expenses, net in the three months ended June 30, 2024 were for other taxes.
Current wording
***Other Non-Operating (Expenses) Income, Net.***Other non-operating expenses, net were $0.1 million for the three months ended September 30, 2025, compared to other non-operating income, net of $15,045 for the three months ended September 30, 2024. The other non-operating expenses, net in the three months ended September 30, 2025 resulted primarily from $0.2 million of penalties and interest for nonpayment of payroll taxes, partially offset by hospital cafeteria income. The other non-operating income, net of $15,045 in the three months ended September 30, 2024 resulted primarily from other taxes.
Previous wording
***Net Loss Attributable to FOXO.***Net loss attributable to FOXO was $0.5 million for the three months ended June 30, 2025 compared to a loss of $2.2 million for the three months ended June 30, 2024. The $1.7 million improvement was primarily due to income from operations of $0.6 million in the three months ended June 30, 2025 compared to a loss from operations of $1.6 million in the three months ended June 30, 2024, which we attribute to the $2.5 million of THIP net revenues recorded in the three months ended June 30, 2025, partially offset by an increase in interest expense of $0.5 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Additionally, we recorded $0.3 million of deemed dividends from the anti-dilution provisions of and the issuances of preferred stock in the three months ended June 30, 2025 and deemed dividends of $0.3 million related to the triggers of the down round provisions and extension of the Assumed Warrants during the three months ended June 30, 2024. The deemed dividends resulted in a net loss to common stockholders of $0.8 million and $2.5 million for the three months ended June 30, 2025 and 2024, respectively.
Current wording
***Net Loss Attributable to FOXO.***Net loss attributable to FOXO was $1.9 million and $1.9 million for the three months ended September 30, 2025 and 2024, respectively. While net revenues increased primarily as a result of the acquisition of RCHI on September 10, 2024, direct cost of revenues and selling, general and administrative costs associated with RCHI also increased resulting in the loss from operations remaining relatively constant at $0.9 million and $1.0 million for the three months ended September 30, 2025 and 2024, respectively. Interest expense also remained relatively constant at $0.9 million and $1.0 million for the three months ended September 30, 2025 and 2024, respectively. We incurred deemed dividends of $12.3 million and $0.1 million in the three months ended September 30, 2025 and 2024, respectively. We recorded deemed dividends in the three months ended September 30, 2025 resulting primarily from the decrease in the floor conversion price of the Series A Preferred Stock from $0.01 per share to $0.0001 per share. Deemed dividends in three months ended September 30, 2025 also resulted from the conversion of and anti-dilution provisions of the Series C Preferred Stock. Deemed dividends for the three months ended September 30, 2024 of $0.1 million resulted from the triggers of the down round provisions of the Assumed Warrants. The deemed dividends resulted in a net loss to common stockholders of $14.1 million and $2.0 million for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
***Net revenues.***Net revenues were $8.4 million for the six months ended June 30, 2025, compared to $34,654 for the six months ended June 30, 2024. Myrtle, acquired on June 14, 2024 contributed $1.0 million of the net revenues and RCHI, acquired on September 10, 2024, contributed $7.4 million of the net revenues for the six months ended June 30, 2025 and Myrtle contributed $20,187 of the net revenues for the six months ended June 30, 2024. Labs net revenues were $16,305 and $14,467 for the six months ended June 30, 2025 and 2024, respectively. Included in RCHI net revenues for the six months ended June 30, 2025, were net revenues of $2.5 million from the THIP for the plan’s fiscal year ended June 30, 2025. The THIP is designed to increase revenues for hospitals serving TennCare patients.
Current wording
***Net Revenues.***Net revenues were $11.9 million for the nine months ended September 30, 2025, compared to $1.2 million for the nine months ended September 30, 2024. Myrtle, acquired on June 14, 2024 contributed $1.4 million of the net revenues, RCHI, acquired on September 10, 2024, contributed $9.3 million of the net revenues and Vector, acquired on September 19, 2025, contributed $31,630 of net revenues in the nine months ended September 30, 2025 compared to $0.3 million and $0.9 million of the net revenues from Myrtle and RCHI, respectively, for the nine months ended September 30, 2024. Labs net revenues were $24,547 and $23,291 for the nine months ended September 30, 2025 and 2024, respectively. Included in RCHI net revenues for the nine months ended September 30, 2025, were net revenues of $3.0 million from the THIP, which is designed to increase revenues for hospitals serving TennCare patients.
Previous wording
***Direct Costs of Revenues.***Direct costs of revenues were $3.9 million and $31,203 for six months ended June 30, 2025 and 2024, respectively. The direct costs of revenue for the six months ended June 30, 2025 resulted from $0.6 million of Myrtle’s direct costs and $3.3 million of RCHI’s direct costs. Myrtle was acquired on June 14, 2024 and RCHI was acquired on September 10, 2024. The direct costs for the six months ended June 30, 2024 were attributable to Myrtle.
Current wording
***Direct Costs of Revenues.***Direct costs of revenues were $5.9 million and $0.6 million for nine months ended September 30, 2025 and 2024, respectively. Myrtle’s direct costs of revenue were $0.9 million, RCHI’s were $5.0 million and Vector’s were $5,338 for the nine months ended September 30, 2025. Myrtle was acquired on June 14, 2024, RCHI was acquired on September 10, 2024 and Vector was acquired on September 19, 2025. Myrtle’s and RCHI’s direct costs for the nine months ended September 30, 2024 were $0.2 million and $0.4 million respectively.
Previous wording
***Research and Development.***Research and development expenses were $40,183 for the three months June 30, 2025, compared to $0.1 million for the three months ended June 30, 2024. The decrease was due to research and development projects that were paused or that are no longer ongoing.
Current wording
***Research and Development.***Research and development expenses were $0.1 million for the nine months September 30, 2025, compared to $0.3 million for the nine months ended September 30, 2024. The decrease was due to research and development projects that were paused or that are no longer ongoing.
Previous wording
***Management Contingent Share Plan.***Management Contingent Share Plan expense was $37,756 for the six months ended June 30, 2025 compared to an expense of $41,060 for the six months ended June 30, 2024. The expense for the six months ended June 30, 2025 resulted from the partial vesting of the 168 Management Contingent Share Plan shares that remain outstanding under the plan. These shares fully vest on September 15, 2027. During the six months ended June 30, 2024, 670 shares partially vested, offset by 117 shares that were forfeited under the plan.
Current wording
***Management Contingent Share Plan.***Management Contingent Share Plan, net was a reduction of expense of $0.2 million for the nine months ended September 30, 2025 compared to a net reduction of expense of $0.1 million for the nine months ended September 30, 2024. The net reduction of expense for the nine months ended September 30, 2025 resulted from the forfeiture of 168 plan shares during the period. During the nine months ended September 30, 2024, 168 shares partially vested, offset by 620 shares that were forfeited under the plan.
Previous wording
Selling, General and Administrative. Selling, general and administrative expenses were $5.4 million for the six months ended June 30, 2025, compared to $2.5 million for the six months ended June 30, 2024. The increase of $2.9 million, or 118.55%, was due to $4.0 million of selling general and administrative expenses of Myrtle, acquired on June 14, 2024, and RCHI, acquired on September 10, 2024, partially offset by a decrease in Labs and Corporate selling, general and administrative expenses.
Current wording
Selling, General and Administrative. Selling, general and administrative expenses were $7.9 million for the nine months ended September 30, 2025, compared to $4.2 million for the nine months ended September 30, 2024. The increase of $3.7 million, or 87.24%, was due to $4.4 million of selling general and administrative expenses of Myrtle, acquired on June 14, 2024 and RCHI, acquired on September 10, 2024. In addition, Vector acquired on September 19, 2025, contributed $27,537 of the increase, partially offset by a decrease in Labs and Corporate selling, general and administrative expenses of $0.7 million.
Previous wording
***Change in Fair Value of Warrant Liabilities.***The fair value of the warrant liabilities decreased by $39,170 for the six months ended June 30, 2025, compared to a decrease in fair value of $8,091 for the six months ended June 30, 2024. The changes were attributable to fluctuations in the quoted price of the Public Warrants. The warrants are listed on the OTC Pink Marketplace.
Current wording
***Change in Fair Value of Warrant Liabilities.***The fair value of the warrant liabilities decreased by $40,750 for the nine months ended September 30, 2025, compared to an increase in the fair value of $1,543 for the nine months ended September 30, 2024. The changes were attributable to fluctuations in the quoted price of the Public Warrants. The warrants are quoted on the OTC Markets.
Previous wording
***Gain from Extinguishment of Senior PIK Notes.***During the six months ended June 30, 2025, we exchanged $5.4 million of Senior PIK Notes, which included $1.9 million of accrued interest, for $3.5 million of stated value of our Series B Preferred Stock resulting in a gain of $1.9 million.
Current wording
***Gain from Extinguishment of Senior PIK Notes.***During the nine months ended September 30, 2025, we exchanged $5.4 million of Senior PIK Notes, which included $1.9 million of accrued interest, for $3.5 million of stated value of our Series B Preferred Stock resulting in a gain of $1.9 million.
Previous wording
***Interest Expense.***Interest expense was $1.9 million for the six months ended June 30, 2025 compared to $0.8 million for the six months ended June 30, 2024. The increase was attributable to the increase in notes payable during the six months ended June 30, 2025 compared to the 2024 period and includes default penalties and interest on two promissory notes during the six months ended June 30, 2025, partially offset by a reduction of interest expense on the PIK Notes that were exchanged for the Company’s Series B Preferred Stock in January 2025.
Current wording
***Interest Expense.***Interest expense was $2.8 million for the nine months ended September 30, 2025 compared to $1.8 million for the nine months ended September 30, 2024. The increase was attributable to the increase in notes payable during the nine months ended September 30, 2025 compared to the 2024 period and includes default penalties and interest on several promissory notes during the nine months ended September 30, 2025, partially offset by a reduction of interest expense on the PIK Notes that were exchanged into the Company’s Series B Preferred Stock in January 2025.
Previous wording
***Other Non-Operating Expenses, Net.***Other non-operating expenses, net were $0.2 million for the six months ended June 30, 2025, compared to other non-operating expenses, net of $0.1 million for the six months ended June 30, 2024. The other non-operating expenses, net in the six months ended June 30, 2025 resulted primarily from $0.3 million of penalties and interest for nonpayment of payroll taxes, partially offset by hospital cafeteria income of $0.1 million. The other non-operating expenses, net in the six months ended June 30, 2024 were for other taxes.
Current wording
***Other Non-Operating Expenses, Net.***Other non-operating expenses, net were $0.3 million for the nine months ended September 30, 2025, compared to other non-operating expenses, net of $49,955 for the nine months ended September 30, 2024. The other non-operating expenses, net in the nine months ended September 30, 2025 resulted primarily from $0.5 million of penalties and interest for nonpayment of payroll taxes, partially offset by hospital cafeteria income of $0.2 million. The other non-operating expenses, net in the nine months ended September 30, 2024 were primarily from other taxes.
Previous wording
***Net Loss Attributable to FOXO.***Net loss attributable to FOXO was $1.1 million for the six months ended June 30, 2025 compared to a loss of $3.7 million for the six months ended June 30, 2024. The $2.6 million improvement in the six months ended June 30, 2025 was primarily due to the $1.8 million improvement in the loss from operations, which we attribute to the $2.5 million of THIP net revenues recorded in the six months ended June 30, 2025, and the $1.9 million gain from extinguishment of Senior PIK Notes in the 2025 period, partially offset by an increase in interest expense of $1.1 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. We recorded $0.4 million of deemed dividends from the anti-dilution provisions of and the issuances of preferred stock and the triggers of the down round provisions of the Assumed Warrants in the six months ended June 30, 2025 compared to deemed dividends of $1.0 million related to the triggers of the down round provisions and extension of the Assumed Warrants during the six months ended June 30, 2024. The deemed dividends resulted in a net loss to common stockholders of $1.6 million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively.
Current wording
***Net Loss Attributable to FOXO.***Net loss attributable to FOXO was $3.0 million for the nine months ended September 30, 2025 compared to a loss of $5.6 million for the nine months ended September 30, 2024. The $2.6 million improvement in the nine months ended September 30, 2025 was primarily due to the $1.9 million improvement in the loss from operations, which we attribute to the $3.0 million of THIP net revenues recorded in the nine months ended September 30, 2025, and the $1.9 million gain from extinguishment of Senior PIK Notes in the 2025 period, partially offset by an increase in interest expense of $1.0 million and of other non-operating expenses, net of $0.2 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. We recorded deemed dividends in the nine months ended September 30, 2025 of $12.7 million resulting primarily from the decrease in the floor conversion price of the Series A Preferred Stock from $0.01 per share to $0.0001 per share. Deemed dividends in the nine months ended September 30, 2025 also resulted from the issuances of preferred stock, the conversion of and anti-dilution provisions of the Series C Preferred Stock and the triggers of the down round provisions of the Assumed Warrants compared to deemed dividends of $1.1 million related to the triggers of the down round provisions and extension of the Assumed Warrants during the nine months ended September 30, 2024. The deemed dividends resulted in a net loss to common stockholders of $15.7 million and $6.7 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
The following is an analysis of our results by reportable segment for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. The primary earnings/loss measure used for assessing reportable segment performance is segment income/loss defined as earnings/loss before interest, income taxes, and depreciation and amortization not associated with a specific segment. Segment income/loss by reportable segment also excludes corporate and other costs, including management, IT, and overhead costs. For further information regarding our reportable business segments, please refer to the accompanying unaudited condensed consolidated financial statements and related notes.
Current wording
The following is an analysis of our results by reportable segment for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The primary earnings/loss measure used for assessing reportable segment performance is segment income/loss defined as earnings/loss before interest, income taxes, and depreciation and amortization associated with a specific segment. Segment income/loss by reportable segment also excludes corporate and other costs, including management, IT, and overhead costs. For further information regarding our reportable business segments, please refer to the accompanying unaudited condensed consolidated financial statements and related notes.
Previous wording
***Net revenues.***Net revenues were $5.2 million for the three months ended June 30, 2025 and represent Myrtle’s net revenues of $0.5 million and RCHI’s net revenues of $4.7 million. Net revenues for the three months ended June 30, 2024 of $20,187 represent the net revenues of Myrtle. Myrtle was acquired on June 14, 2024 and RCHI was acquired on September 10, 2024. Our healthcare segment began with the acquisition of Myrtle.
Current wording
***Net Revenues.***Net revenues were $3.5 million for the three months ended September 30, 2025 and represent Myrtle’s net revenues of $0.6 million and RCHI’s net revenues of $2.9 million. Net revenues were $1.2 million for the three months ended September 30, 2024 and represent Myrtle’s net revenues of $0.2 million and RCHI’s net revenues of $1.0 million. Myrtle was acquired on June 14, 2024 and RCHI was acquired on September 10, 2024. Our healthcare segment began with the acquisition of Myrtle. The net revenues of RCHI for the three months ended September 30, 2025 included $0.5 million of net revenues from the THIP.
Previous wording
Segment Loss. Segment loss decreased to $33,443 for the three months ended June 30, 2025 from $0.7 million for the three months ended June 30, 2024. The decrease was driven by research and development projects that have been paused or that are no longer ongoing.
Current wording
Segment Loss. Segment loss decreased to $70,027 for the three months ended September 30, 2025 from $0.4 million for the three months ended September 30, 2024. The decrease was driven by research and development projects that have been paused or that are no longer ongoing.
Previous wording
***Net revenues.***Net revenues were $8.4 million for the six months ended June 30, 2025 and represent Myrtle’s net revenues of $1.0 million and RCHI’s net revenues of $7.4 million. Net revenues for the three months ended June 30, 2024 of $20,187 represent the net revenues of Myrtle. Myrtle was acquired on June 14, 2024 and RCHI was acquired on September 10, 2024. Our healthcare segment began with the acquisition of Myrtle.
Current wording
***Net Revenues.***Net revenues were $11.9 million for the nine months ended September 30, 2025 and represent Myrtle’s net revenues of $1.6 million and RCHI’s net revenues of $10.3 million. Net revenues for the nine months ended September 30, 2024 of $1.2 million represent $0.3 million net revenues of Myrtle and $0.9 million net revenues of RCHI. Myrtle was acquired on June 14, 2024 and RCHI was acquired on September 10, 2024. Our healthcare segment began with the acquisition of Myrtle. The net revenues of RCHI for the nine months ended September 30 2025 included $3.0 million of net revenues from the THIP.
Previous wording
***Net revenues.***Net revenues were $7,816 for the three months ended June 30, 2025 compared to $7,287 for the three months ended June 30, 2024, an increase of $529 from royalty income.
Current wording
***Net Revenues.***Net revenues were $24,547 for the nine months ended September 30, 2025 compared to $23,219 for the nine months ended September 30, 2024, an increase of $1,328 from royalty income.
Previous wording
Segment Loss. Segment loss decreased to $56,448 for the six months ended June 30, 2025 from $0.9 million for the six months ended June 30, 2024. The decrease was driven by research and development projects that are paused or that are no longer ongoing.
Current wording
Segment Loss. Segment loss decreased to $126,475 for the nine months ended September 30, 2025 from $1.3 million for the nine months ended September 30, 2024. The decrease was driven by research and development projects that are paused or that are no longer ongoing.
Previous wording
We had cash and cash equivalents of $321,789 and $68,268 as of June 30, 2025 and December 31, 2024, respectively. We have incurred net losses since our inception. For the six months ended June 30, 2025 and 2024, we incurred net losses to common stockholders of $1.6 million and $4.6 million, respectively. As of June 30, 2025, we had a working capital deficit of $27.3 million. We used $3.7 million of cash in operations for the six months ended June 30, 2025. We expect to incur additional losses in future periods. Our current revenue and operating cash flow is not adequate to fund our operations for the next twelve months and requires us to fund our business through other sources until the time we achieve adequate scale. Securing additional capital is necessary to execute our business strategy.
Current wording
We had cash and cash equivalents of $628,557 and $68,268 as of September 30, 2025 and December 31, 2024, respectively. We have incurred net losses since our inception. For the nine months ended September 30, 2025 and 2024, we incurred net losses to common stockholders of $14.3 million and $6.7 million, respectively. As of September 30, 2025, we had a working capital deficit of $24.5 million. We used $3.8 million of cash in operations for the nine months ended September 30, 2025. We expect to incur additional losses in future periods. Our current revenue and operating cash flow is not adequate to fund our operations for the next twelve months and requires us to fund our business through other sources until the time we achieve adequate scale. Securing additional capital is necessary to execute our business strategy.
Previous wording
During the fourth quarter of 2023, we entered into the Strata Purchase Agreement with ClearThink, as supplemented by that certain Supplement to Strata Purchase Agreement, dated as of October 13, 2023, by and between us and ClearThink. On August 13, 2024, we entered into Amendment No. 1 to the Strata Purchase Agreement pursuant to which the commitment amount was increased from $2.0 million to $5.0 million. On May 15, 2025, we amended and restated the Strata Purchase Agreement to extend the maturity date to June 30, 2026 and improve and simplify the Purchase Price to define the price per share of Common Stock purchased shall equal 90% of the average of the two (2) lowest daily VWAP during the Valuation Period.
Current wording
During the fourth quarter of 2023, we entered into the Strata Purchase Agreement with ClearThink, as supplemented by that certain Supplement to Strata Purchase Agreement, dated as of October 13, 2023, by and between us and ClearThink. On August 13, 2024, we entered into Amendment No. 1 to the Strata Purchase Agreement pursuant to which the commitment amount was increased from $2.0 million to $5.0 million. On May 15, 2025, we amended and restated the Strata Purchase Agreement to extend the maturity date to June 30, 2026 and improve and simplify the Purchase Price to define the price per share of Common Stock purchased shall equal 90% of the average of the two (2) lowest daily VWAP during the Valuation Period. To utilize this Agreement and access funding from the equity line of credit described, the Company needs an effective registration statement that has not been completed.
Previous wording
During the six months ended June 30, 2025, we entered into ten third party promissory notes with principal balances totaling $1.3 million and one-time interest expense totaling $0.1 million and we received net cash of $1.1 million. In addition, in February 2025, the Western Note Payable (the “Western Note**”**), which we assumed when we acquired SCCH, was sold to a new holder and it was amended and restated. Per the terms of the amendment and restatement, the principal balance of the note, which included previously accrued interest expense, totaled $1.1 million, the maturity date is February 26, 2026 and the note is convertible into shares of the Company’s Class A Common Stock at a conversion price equal to 90% of the average VWAP for the five trading days prior to conversion. During the six months ended June 30, 2025, we issued 318,171 shares of our Class A Common Stock upon conversions of $0.5 million principal balance of the Western Note. In addition to the conversion of the Western Note discussed above, during the six months ended June 30, 2025, $1.4 million of principal balance of the third-party notes issued in 2025 and 2024, including accrued interest, were converted and/or exchanged into 673,209 shares of our Class A Common Stock.
Current wording
During the nine months ended September 30, 2025, we entered into 13 third party promissory notes with principal balances totaling $3.1 million and one-time interest expense totaling $0.2 million and we received net cash of $1.7 million. In addition, in February 2025, the Western Note Payable (the “Western Note**”**), which we assumed when we acquired SCCH, was sold to a new holder and it was amended and restated. Per the terms of the amendment and restatement, the principal balance of the note, which included previously accrued interest expense, totaled $1.1 million, the maturity date is February 26, 2026 and the note is convertible into shares of the Company’s Class A Common Stock at a conversion price equal to 90% of the average VWAP for the five trading days prior to conversion. During the nine months ended September 30, 2025, we issued 318,171 shares of our Class A Common Stock upon conversions of $0.5 million principal balance of the Western Note. In addition to the conversion of the Western Note discussed above, during the nine months ended September 30, 2025, $2.3 million of principal balance of the third-party notes issued in 2025 and 2024, including accrued interest, were converted and/or exchanged into 28.8 million shares of our Class A Common Stock.
Previous wording
At June 30, 2025, $2.4 million of the outstanding principal balance and $0.2 million of associated one-time accrued interest of 13 third-party promissory notes, including the Western Note, were convertible into 7.7 million shares of our Class A Common Stock per the conversion terms of the notes. Three other promissory notes outstanding at June 30, 2025, were convertible but only in the event of an event of default as that term is defined in the applicable agreements and one other outstanding third party promissory notes is not convertible. As of June 30, 2025, the total principal balance of third-party promissory notes payable as presented on the accompanying unaudited condensed consolidated balance sheet was $2.8 million, which was net of $0.4 million of debt discounts. In addition, $0.3 million of accrued interest was owed on these notes. Each of these notes is more fully discussed in the footnotes to the accompanying unaudited condensed consolidated financial statements.
Current wording
At September 30, 2025, $1.9 million of the outstanding principal balance and associated one-time accrued interest of third-party promissory notes, including the Western Note, were convertible into 712.9 million shares of our Class A Common Stock per the conversion terms of the notes. Four other promissory notes outstanding at September 30, 2025, were convertible but only in the event of an event of default as that term is defined in the applicable agreements. As of September 30, 2025, the total principal balance of third-party promissory notes payable as presented on the accompanying unaudited condensed consolidated balance sheet was $2.5 million, which was net of $0.3 million of debt discounts. In addition, $0.2 million of accrued interest was owed on these notes. Each of these notes is more fully discussed in the footnotes to the accompanying unaudited condensed consolidated financial statements.
Previous wording
On September 10, 2024, we issued a note payable that had a maturity date of September 10, 2026 to RHI in the principal amount of $22.0 million for the purchase of RCHI. During December, 2024, we exchanged $21.0 million of the promissory note owed to RHI for 21,000 shares of our Series A Preferred Stock with a stated value of $1,000 per share and we issued to RHI a new promissory note in the principal amount of $1.0 million due on June 5, 2025. At June 30, 2025, the note is in default and the Company is in discussions with RHI about extending the maturity date of the note.
Current wording
On September 10, 2024, we issued a note payable that had a maturity date of September 10, 2026 to RHI in the principal amount of $22.0 million for the purchase of RCHI. During December, 2024, we exchanged $21.0 million of the promissory note owed to RHI for 21,000 shares of our Series A Preferred Stock with a stated value of $1,000 per share and we issued to RHI a new promissory note in the principal amount of $1.0 million due on June 5, 2025. At September 30, 2025, the note is in default and the Company is in discussions with RHI about extending the maturity date of the note which extension we expect to receive.
Previous wording
In addition, we have outstanding at June 30, 2025: (i) a note payable to RHI in the amount of $264,565 for the purchase of Myrtle; (ii) a note payable to RHI in the original amount of $1.6 million, which was the amount owed by Myrtle to RHI on the date that we acquired Myrtle, which balance has been reduced to $652,403 as of June 30, 2025; (iii) we have a note payable to RHI in the amount of $1.0 million for the purchase of RCHI; (iv)we have a note payable to RHI in the amount of $5.8 million for additional consideration for the purchase of RCHI; and (iv) we have outstanding at June 30, 2025, three additional promissory notes payable to related parties totaling $0.8 million.
Current wording
In addition, we have outstanding at September 30, 2025: (i) a note payable to RHI in the amount of $264,565 for the purchase of Myrtle; (ii) a note payable to RHI in the original amount of $1.6 million, which was the amount owed by Myrtle to RHI on the date that we acquired Myrtle, which balance has been reduced to $0.9 million as of September 30, 2025; (iii) a note payable to RHI in the amount of $1.0 million for the purchase of RCHI; (iv) a note payable to RHI in the amount of $1.0 million for additional purchase price consideration for the purchase of RCHI; (iv) a note payable to RHI in the amount of $0.3 million for working capital purposes; and (v) we have outstanding at September 30, 2025, three additional promissory notes payable to related parties totaling $0.8 million. The total amount of notes payable owed to RHI and its subsidiaries from the Company and its subsidiaries at September 30, 2025 is$3.4 million.
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Previous report — wording carried elsewhere
***Interest Expense.***Interest expense was $1.0 million for the three months ended June 30, 2025 compared to $0.5 million for the three months ended June 30, 2024. The increase was attributable to the increase in notes payable during the three months ended June 30, 2025 compared to the 2024 period and includes default penalties and interest on two promissory notes during the three months ended June 30, 2025, partially offset by a reduction of interest expense on the Senior PIK Notes that were exchanged for the Company’s Series B Preferred Stock in January 2025.