FOXO TECHNOLOGIES INC.

Foxo technologies inc. and subsidiaries

NOTES TO UNAUDITED CONSENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 DESCRIPTION OF BUSINESS

Overview

FOXO owns and operates four principal subsidiaries.

Rennova Community Health, Inc., (“RCHI”) owns and operates Scott County Community Hospital, Inc. (“SCCH”) (d/b/a Big South Fork Medical Center (“BSF”)), a critical access-designated (“CAH”) hospital located in East Tennessee.

Myrtle Recovery Centers, Inc., (“Myrtle”) a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for detox and residential treatment and outpatient services for medication assisted treatment (“MAT”) and Office-Based Opiate Treatment Facility (“OBOT’) Programs.

Vector BioSource Inc. (“Vector”) is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.

FOXO Labs, Inc. is a biotechnology company dedicated to improving human health and life span through the development of cutting-edge technology and product solutions for various industries.

Myrtle and RCHI were acquired in 2024 from Rennova Health, Inc. (“RHI”). Vector was acquired in September 2025.

Segments

The Company manages and classifies its business into three reportable business segments: (i) Healthcare, (ii) Life Science Services, and (iii) Labs. Myrtle, RCHI and SCCH operate under the Healthcare segment and Vector operates under the Life Science Services segment.

Note 2 GOING CONCERN AND MANAGEMENT’S PLAN

Under Accounting Standards Codification (“ASC”), Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. Management has assessed the Company’s ability to continue as a going concern in accordance with the requirement of ASC 205-40.

The Company’s history of losses requires management to critically assess its ability to continue operating as a going concern. For the three months ended March 31, 2026 and 2025, the Company incurred net losses attributable to FOXO of $1.5 million and $0.6 million, respectively. As of March 31, 2026, the Company had a working capital deficit of $27.1 million. Cash used in operating activities for the three months ended March 31, 2026 and 2025 was $0.6 million and $1.3 million, respectively. As of March 31, 2026, the Company had $65,896 available cash and cash equivalents.

The Company’s ability to continue as a going concern is dependent on generating net revenues, raising additional equity or debt capital, reducing losses and improving future cash flows. The Company will continue ongoing capital-raising initiatives and has demonstrated previous success in raising capital to support its operations.

On September 19, 2025, the Company completed the acquisition of Vector, which is more fully discussed in Note 5. In addition, to fund our operations, we continue to: (i) pursue additional avenues to capitalize the Company and (ii) pursue additional strategic operating companies.

See Note 9 for information on promissory notes payable issued and outstanding as of March 31, 2026 and Note 12 for information on preferred stock and common stock issued and outstanding as of March 31, 2026 and Note 16 for financing transactions entered into subsequent to March 31, 2026.

While there have been improvements to the Company’s capital structure, until such time as it is able to generate positive cash flows from operations, it will need to obtain external sources of financing to fund its operations. There can be no assurances that additional sources of financing will be available, or if available at all, on favorable terms. As such, until additional equity or debt capital is secured and the Company begins generating sufficient revenue and operating cash flows, there is substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the issuance of these unaudited condensed consolidated financial statements. If the Company is unable to fund its operations, it will be required to evaluate further alternatives, which could include further curtailing or suspending its operations, selling the Company, dissolving and liquidating its assets or seeking protection under bankruptcy laws. A determination to take any of these actions could occur at a time that is earlier than when the Company would otherwise exhaust its cash resources.

These unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the consolidated financial statements as filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of March 31, 2026, and the results of its operations and changes in stockholders’ equity and cash flows for the three months ended March 31, 2026 and 2025. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2026 may not be indicative of results for the year ending December 31, 2026.

The unaudited condensed 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 unaudited condensed 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 registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.

COMPREHENSIVE LOSS

During the three months ended March 31, 2026 and 2025, comprehensive loss was equal to the net loss to common stockholders amounts presented in the unaudited condensed consolidated statements of operations.

RECLASSIFICATIONS

Certain items have been reclassified in the three months ended March 31, 2025 for comparison purposes.

REVERSE STOCK SPLITS

On April 17, 2025, the Company’s board of directors (pursuant to a previously-obtained shareholder approval) approved the implementation of a 1-for-10 reverse stock split, such that every 10 shares of the Company’s Class A Common Stock will be combined into one issued and outstanding share of Common Stock, with no change in the $0.0001 par value per share (the “First Reverse Stock Split”). On July 17, 2025, the Company’s board of directors (pursuant to previously-obtained shareholder approval) approved the implementation of a 1-for-1.99 reverse stock split, such that every 1.99 shares of the Company’s Class A Common Stock will be combined into one issued and outstanding share of the Company’s Class A Common Stock, with no change in the $0.0001 par value per share (the “Second Reverse Stock Split”) and together with the First Reverse Stock Split, (the “Reverse Stock Splits”).

The First Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on April 28, 2025. Trading reopened on April 29, 2025, which is when the Company’s Class A Common Stock began trading on a post reverse stock split basis. The Second Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on July 27, 2025. Trading reopened on July 28, 2025, which is when the Company’s Class A Common Stock began trading on a post reverse stock split basis.

All share information included in these financial statements has been reflected as if the Reverse Stock Splits occurred as of the earliest period presented.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations, and various other assumptions that management believes are reasonable under the circumstances. Significant estimates and assumptions include the estimates of fair values of assets acquired and liabilities assumed in business combinations, contractual allowances and doubtful account reserves, the recoverability of supplies and long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, the valuations of goodwill, intangible assets, equity and derivative instruments, deemed dividends, litigation and related reserves, among others. It is reasonably possible that actual experience could differ from the estimates and assumptions utilized and would impact future results of operations and cash flows. All revisions to accounting estimates are recognized in the period in which the estimates are revised. A description of each critical estimate is incorporated within the discussion of the related accounting policies which follow.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. At times, cash account balances may exceed insured limits. The Company has not experienced any losses related to such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents.

IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS

The Company acquired goodwill and intangible assets in 2024 from the acquisitions of Myrtle and RCHI and in 2025 from the acquisition of Vector.

Goodwill is required to be tested annually or whenever events have occurred that suggest that goodwill may be impaired. Goodwill is tested at the reporting unit level. The Company has three reporting units: Myrtle, SCCH and Vector. Step 0 in the goodwill impairment test model is to perform a qualitative analysis. This step is not required but can be applied to determine if it is more likely than not that an impairment has occurred. Step 1 is to perform a quantitative analysis to determine a reporting unit’s fair value and to compare the fair value to the reporting unit’s carrying value. If the carrying value exceeds the unit’s fair value, a goodwill impairment is recorded to adjust the unit’s carrying value to fair value.

The Company reviews its intangible assets to determine potential impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. For intangible assets, recoverability is measured by comparing the carrying amount of the asset group with the future undiscounted cash flows the assets are expected to generate. Considerable management judgment is necessary to estimate future cash flows. Accordingly, actual results could vary significantly from such estimates. If such assets are considered impaired, an impairment loss is measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets.

LEASES

We account for leases in accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires leases with durations greater than 12 months to be recognized on the balance sheet. We lease facilities under operating leases with a subsidiary of RHI, a related party. For operating leases with terms greater than 12 months, we record the related right-of-use assets and right-of-use obligations at the present value of lease payments over the term. We do not separate lease and non-lease components of contracts. Our operating leases are more fully discussed in Note 11.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

In some circumstances, the inputs used to measure the fair value might be categorized within different levels of the fair value hierarchy. In these instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

At March 31, 2026 and December 31, 2025, the carrying value of the Company’s accounts receivable, notes payable, accounts payable and accrued expenses approximated their fair values due to their short-term natures.

As of March 31, 2026, the Company did not have any assets and liabilities that were measured on a recurring basis. As of March 31, 2026 and December 31, 2025, the Company determined that its warrant liability for its Public Warrants and Private Placement Warrants that were previously fair valued based on the Level 1 and Level 2 hierarchies of the valuation techniques, respectively, no longer had any value. However, at March 31, 2025 and December 31, 2024, the fair value of the Public Warrants and Private Placement Warrants as determined based on the Level 1 and Level 2 hierarchies, resulted in a change in the fair value of warrant liabilities. Therefore, for the three months ended March 31, 2025, the Company recognized non-operating income of $31,594 from the decrease in fair value of these warrant liabilities. The Public Warrants and Private Placement Warrants are also discussed in Note 12.

DERIVATIVE INSTRUMENTS

The Company does not use derivative instruments to hedge exposure to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including preferred stock, convertible debt and stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASU 2020-06, Debt – Debt with Conversion and Other Options, Subtopic 470-20 and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40, ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-15, “Derivatives and Hedging – Embedded Derivatives”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round provision no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. 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 provision. Convertible instruments with embedded conversion options that have down-round features are now subject to the specialized guidance in Subtopic 470-20, including related earnings/loss per share guidance in Topic 260.

For freestanding equity classified financial instruments, the amendments require entities that present earnings (loss) per share 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 available to common stockholders in basic and diluted earnings/loss per share. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis.

REVENUE RECOGNITION POLICY

The Company recognizes revenue in accordance with ASC, “Revenue from Contracts with Customers (Topic 606),” including subsequently issued updates. Under the accounting guidance, revenues are presented net of estimated contractual allowances and estimated implicit price concessions.

Healthcare

The Company’s healthcare segment consists of the operations of Myrtle and RCHI.

Myrtle’s revenues relate to contracts with patients in which its performance obligations are to provide behavioral health care services to its patients. Revenues are recorded during the period in which its obligations to provide health care services are satisfied. Myrtle’s performance obligations for inpatient services are generally satisfied over periods averaging approximately 7 to 28 days depending on the service line, and revenues are recognized based on charges incurred. The contractual relationships with patients, in most cases, also involve third-party payers and the transaction prices for the services provided are dependent upon the terms provided by or negotiated with the third-party payers. The payment arrangements with third-party payers for the services Myrtle provides to its patients typically specify payments at amounts less than its standard charges. Services provided to patients are generally paid at prospectively determined rates per diem.

RCHI’s revenues relate to contracts with patients of BSF in which its performance obligations are to provide health care services to the patients. Revenues are recorded during the period its obligations to provide health care services are satisfied. Its performance obligations for inpatient services are generally satisfied over periods averaging approximately three days, and revenues are recognized based on charges incurred. Its performance obligations for outpatient services, including emergency room-related services, are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies) and the transaction prices for the services provided are dependent upon the terms provided by Medicare and Medicaid or negotiated with managed care health plans and commercial insurance companies. The payment arrangements with third-party payers for the services it provides to the related patients typically specify payments at amounts less than our standard charges. Medicare, because of BSF’s designation as a critical access care hospital, generally pays for inpatient and outpatient services at rates related to the hospital’s costs. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates.

Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process). As of March 31, 2026 and December 31, 2025, $1.8 million and $1.9 million, respectively, of Medicare cost report settlement liabilities were recorded, as presented in Note 8.

Management continually reviews the contractual estimation process to consider the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. Under the revenue recognition accounting guidance, revenues are presented net of estimated contractual allowances and estimated implicit price concessions. The healthcare segment’s net revenues are based upon the estimated amounts it expects to be entitled to receive from third-party payers and patients based, in part, on Medicare and Medicaid rates as discussed above as for each of Myrtle and BSF. The healthcare segment also records estimated implicit price concessions related to uninsured accounts to record self-pay revenues at the estimated amounts it expects to collect.

The collection of outstanding receivables is the healthcare segment’s primary source of operating cash and is critical to its operating performance. The primary collection risks relate to patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Accounts are written off when all reasonable internal and external collection efforts have been carried out. The estimates for implicit price concessions are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions and other collection indicators.

Life Science Services

Our Life Science Services segment’s revenue consists of revenue from Vector from the date of acquisition, which was 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. 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.

Labs

The Company has recorded minor revenues from its Labs segment during the three months ended March 31, 2026 and 2025. Labs currently recognizes revenue from collecting a royalty from Illumina, Inc. related to the sales of the Infinium Mouse Methylation Array. The Company applies judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience.

CONTRACTUAL ALLOWANCES AND DOUBTFUL ACCOUNTS POLICY

In accordance with ASC, “Revenue from Contracts with Customers (Topic 606),” including subsequently issued updates, the Company does not present “allowances for doubtful accounts” on its balance sheets, rather its accounts receivable are reported at realizable value, net of estimated contractual allowances and estimated implicit price concessions (also referred to as doubtful accounts), which are estimated and recorded in the period the related revenue is recorded. ASC, “Financial Instruments Credit Losses (Topic 326),” requires that healthcare organizations estimate credit losses on a forward-looking basis taking into account historical collection and payer reimbursement experience as an integral part of the estimation process related to contractual allowances and doubtful accounts. Receivables deemed to be uncollectible are charged against the allowance for doubtful accounts after all collection efforts have ceased or the account is settled for less than the amount originally estimated to be collected. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. Revisions to the allowances for doubtful accounts are recorded as adjustments to revenues.

During the three months ended March 31, 2026 and 2025, estimated contractual allowances and implicit price concessions of $19.4 million and $17.5 million, respectively, have been recorded as reductions to revenues and accounts receivable balances to enable the Company to record its revenues and accounts receivable at the estimated amounts it expects to collect. As required by Topic 606, after deducting estimated contractual allowances and implicit price concessions from the healthcare segment’s revenues for the three months ended March 31, 2026 and 2025, the Company recorded healthcare net revenues of $4.8 million and $3.2 million, respectively. The Company continues to review the provisions for contractual allowances and implicit price concessions. See Note 6, Accounts Receivable, Net.

INCOME TAXES

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is required to analyze its filing positions open to review and believes all significant positions have a “more-likely-than-not” likelihood of being upheld based on their technical merit and, accordingly, the Company has not identified any unrecognized tax benefits.

The Company has not recorded income tax benefits for the losses that it incurred for the three months ended March 31, 2026 and 2025. The Company incurred a pre-tax loss for the year ended December 31, 2025. In addition, the Company believes that its available net operating loss carryforwards would offset future taxable income, if any, for the year ended December 31, 2026. Therefore, its effective income tax rates were zero for the periods presented and it has provided a full valuation allowance for its net deferred tax assets.

NET LOSS PER SHARE

Net loss per share of common stock is calculated by dividing net loss to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company follows the provisions of ASC Topic 260, Earnings Per Share for determining whether outstanding shares that are contingently returnable are included for purposes of calculating net loss to common stockholders per share and determining whether instruments granted in equity-based compensation arrangements are participating securities for purposes of calculating net loss to common stockholders per share. See Note 4, Net Loss Per Share.

BUSINESS COMBINATIONS

The Company follows the guidance in ASC 805, Business Combinations for determining the appropriate accounting treatment for business acquisitions. Under ASC 805, the assets acquired, and liabilities assumed are recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The excess of the purchase prices over the aggregate fair value of the tangible assets acquired and liabilities assumed is treated as goodwill in accordance with ASC 805. During the measurement period or until valuation studies are completed, the provisional amounts used for the purchase price allocation are subject to adjustments for a period not to exceed one year from the date of acquisition. Acquisition costs are expensed as incurred. The accounting for the acquisition of Vector is presented in Note 5, Acquisition.

RECENTLY ISSUED ACCOUNTING STANDARDS

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 debt instrument within the preceding 12 months (that did not result in extinguishment accounting) should use the terms that existed 12 months before the inducement offer was accepted when determining whether induced conversion accounting should be applied. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The amendments in this ASU permit an entity to apply the new guidance on either a prospective or a retrospective basis. The adoption of this ASU did not have an impact on the Company’s financial statements for the three months ended March 31, 2026 and 2025.

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. 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. The amendments in this ASU 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 after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in this ASU permit an entity to apply the new guidance on either a prospective or a retrospective basis. The Company has not yet determined the impact of the adoption of this ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting Topic 270. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270. The amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP. In developing the list of disclosures required by other Topics, the FASB focused on identifying the interim disclosures that are currently required under GAAP. The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in this Update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement, is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods. The amendments in this Update also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities. Early adoption is permitted. The amendments in this Update can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. The Company has not yet determined the additional information that it will be required to provide upon adoption of this ASU.

Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Note 4 NET LOSS PER SHARE

The following table sets forth the calculation of basic and diluted loss per share for the periods presented based on the weighted average number of shares of the Company’s Class A Common Stock outstanding during the three months ended March 31, 2026 and 2025:

The following Class A common stock equivalents of the Company 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.

At March 31, 2026, in addition to the common stock equivalents listed in the table above, the Company has agreed to issue: (i) an aggregate of 21,985 shares of its Class A Common Stock under the terms of outstanding notes payable, which are discussed in Note 9, and (ii)233,743 shares of its common stock for finder’s fees, which are discussed in Notes 9 and 12.

Note 5 ACQUISITION

Vector Acquisition

On September 9, 2025, the Company entered into a Stock Purchase Agreement with Vector, a Wyoming corporation, (the “Vector SPA”), between the stockholders (each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding shares of Vector (the “Purchased Shares”) and FOXO Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of the Company (“FAC”), (the “Vector Acquisition”). 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 of the Company’s Class A Common Stock with an exercise price of $0.00517 per share (subject to adjustment) (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%, valued at $769,826 and (iv) up to 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 Revenues (as defined) 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) 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 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. Such circumstances include, but are not limited to: (i) failure of the Company to have received approval for listing or quotation of shares of the Series E Preferred Stock within nine months of the closing, (ii) any material breach of the SPA within the second anniversary of the closing, including the requirement for FOXO or FAC to provide agreed-upon working capital, and (iii) the failure of FOXO to consummate a specified acquisition within 60 days of execution of definitive agreements. The Vector Warrants, which were valued using the Black Scholes valuation model, and the Series E Preferred Stock, which was valued based on stated value, are more fully discussed in Note 13. As of December 31, 2025, the Company has recorded $500,000 of contingent purchase price consideration as goodwill and a long-term liability. The amount was based on the estimated value of additional shares of Series E Preferred Stock (at stated value) that will be owed pursuant to current projections of Qualifying Revenue.

The purchase consideration payable to the Sellers were allocated to the net tangible and intangible assets acquired and liabilities assumed. The Company accounted for the acquisition as a business combination under U.S. GAAP. In accordance with the acquisition method of accounting under ASC Topic 805, “Business Combinations,” (“ASC 805”), the assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.

The Company completed a valuation study to determine the fair values of the assets acquired in the Vector acquisition. Based on the study that was prepared by an independent valuation firm, the assets acquired, net of liabilities assumed, were $0.7 million for Vector. The valuation firm used several methods to calculate the fair values of the intangible assets acquired in the Vector acquisition (principally trade names, licenses/permits and customer relationships) including the cost and income approaches and with-and-without, relief from royalty and multiple period excess earnings methods. Furthermore, the valuation firm reviewed and utilized ten-year projections as developed by management and calculated the cost of equity capital using the build-up model and a weighted average cost of capital using comparable, guideline companies. Management believes the book value of acquired fixed assets, other tangible assets and liabilities assumed approximated their fair values. The excess of the purchase price over the aggregate fair values of the tangible and intangible assets acquired and liabilities assumed was treated as goodwill as reflected in the table below.

During the measurement period, the amounts used for the purchase price allocation are subject to adjustments for a period not to exceed one year from the date of acquisition. As a result, the amount of goodwill presented below for the Vector acquisition may be increased or decreased. Included in the purchase price allocation presented below for Vector is $500,000 of the value of up to 80,000 shares of Series E Preferred Stock that may be issued if Qualifying Revenues are reached or if a change of control occurs.

The following table shows the allocation of the purchase price of Vector to the identifiable assets acquired and liabilities assumed as of March 31, 2026:

In addition to the goodwill acquired in the Vector acquisition, as of March 31, 2026, the Company recorded additional goodwill of $182,831, which resulted from federal and state deferred tax benefits associated with the Vector acquisition. See Note 7 for an additional discussion of goodwill.

In addition to the purchase prices listed above, the Company incurred acquisition costs consisting of approximately $16,000 in legal fees for Vector. These fees were expensed as incurred.

The following presents the unaudited pro-forma combined results of operations of the Company for the three months ended March 31, 2025 as if the acquisition of Vector occurred on January 1, 2025.

The unaudited pro forma results of operations do not include any adjustment as a result of the potential additional purchase price consideration of Vector as discussed above.

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition of Vector been completed as of January 1, 2025 or to project potential operating results as of any future date or for any future periods.

Note 6 ACCOUNTS RECEIVABLE, NET

Accounts receivable, net at March 31, 2026 and December 31, 2025 were as follows:

Note 7 INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The components of intangible assets, net at March 31, 2026 and December 31, 2025 were as follows:

The tradenames, licenses and permits and customer relationships intangible assets resulted from the acquisitions of Myrtle, RCHI and Vector. The acquisition of Vector is more fully discussed in Note 5. The tradename associated with Vector of $324,878 is being amortized over 14 years and the tradenames associated with Myrtle and RCHI of $1,582,734 have indefinite lives, the licenses and permits assets have indefinite lives and the customer relationships are being amortized over three to eight years. The Behavioral Health APP, which is under development, is being developed for Myrtle by InnovaQor, Inc. (“InnovaQor”), a related party, as discussed in Note 10, and is not currently expected to be commercialized. The APP being developed is an ongoing communication link between Myrtle and former patients for patient care follow-up and alumni network development.

Not included in the table above is the Epigenetic APP. During the year ended December 31, 2024, the Company recorded an impairment loss for the Epigenetic APP, as the timeline for projected cash flows could no longer support this asset. The Company is in negotiations that, if successful, will lead to the licensing of this technology.

The Company recognized amortization expense on its intangible assets of $22,397 and $3,659 in the three months ended March 31, 2026 and 2025, respectively.

Goodwill

Goodwill was $27.8 million and $27.8 million as of March 31, 2026 and December 31, 2025, respectively. The goodwill resulted from the acquisitions of Myrtle, RCHI and Vector.

Note 8 ACCRUED EXPENSES

At March 31, 2026 and December 31, 2025, accrued expenses consisted of the following:

Included in the accrued payroll and related liabilities presented in the table above was approximately $7.3 million and $6.6 million at March 31, 2026 and December 31, 2025, respectively, for past due payroll taxes and associated penalties and interest.

In addition to the current portion of the Medicare cost report settlement payables of $710,120 and $690,474 presented in the table above at March 31, 2026 and December 31, 2025, respectively, there were long-term Medicare cost report settlement payables of $1,059,271 and $1,168,264 included on the consolidated balance sheets in total liabilities at March 31, 2026 and December 31, 2025, respectively. The total Medicare cost report settlement payables at March 31, 2026 are due as follows:

Related parties’ payables and accrued expenses are presented in Note 10.

Note 9 DEBT

At March 31, 2026 and December 31, 2025, debt consisted of the following:

Notes Payable – Third Parties

At March 31, 2026 and December 31, 2025 notes payable with third parties consisted of the following:

Silverback/Western Note Payable

The Company assumed a promissory note payable to Western Healthcare, LLC (the “Western Note Payable”) that was owed by SCCH at the time of the acquisition of RCHI. As of December 31, 2024, the principal balance owed was $0.6 million. The note bore interest at a default rate of 18% per annum and payments consisting of principal and interest were due no later than August 30, 2022. SCCH did not make all of the monthly installments due under the note and it was past due.

In February 2025, the Western Note Payable was sold to a new holder, Silverback Capital Corporation (“Silverback”), 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, was $1.1 million, and the maturity date was February 26, 2026. The per the amendment and restatement, the note was non-interest bearing and it was 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 period February 2025 to September 30, 2025, $0.5 million of principal balance of the note was converted into 318,171 shares of the Company’s Class A Common Stock. As of March 31, 2026, Silverback failed to make further payments to Western Healthcare, LLC and the Western Note Payable is in default. It is probable that no further conversions of the principal balance into shares of our Class A common stock will take place.

Notes Payable to ClearThink Capital Partners, LLC

On August 16, 2024, the Company issued ClearThink a promissory note in the principal amount of $39,750, which matured on November 16, 2024 and is currently in default. The note was issued with a $13,250 original issue discount.

On December 31, 2024, the Company issued ClearThink a promissory note in the principal amount of $220,000 and with a $20,000 original issue discount. Per the terms of the December 31, 2024 note, which matured on September 30, 2025,6,281 inducement shares valued at $36,375 are issuable as of March 31, 2026. As a result of the non-payment of the December 31, 2024 note, the Company recorded default penalties of $64,763 during 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a $500 per day penalty that is accruing. During the year ended December 31, 2025, $166,950 of the principal balance of the December 31, 2024 note was converted into 9,238,692 shares of the Company’s Class A Common Stock leaving a total principal balance owed, including default penalties, of $162,813 and $117,813 on March 31, 2026 and December 31, 2025, respectively.

During the year ended December 31, 2025, the Company issued two additional promissory notes to ClearThink. On January 28, 2025 and March 7, 2025, the Company issued ClearThink promissory notes each in the principal amount of $110,000 and each with a $10,000 original issue discount. Per the terms of the January 28, 2025 note, which matured on October 28, 2025,3,141 inducement shares of the Company’s Class A Common Stock valued at $15,375 are issuable as of March 31, 2026 and per the terms of the March 7, 2025 note, which matured on December 7, 2025,5,025 inducement shares valued at $16,000 are issuable as of March 31, 2026. As a result of non-payment of the January 28, 2025 note at maturity, during the three months ended December 31, 2025, the Company accrued default penalties of $62,250 and during the three months ended March 31, 2026, the Company accrued default penalties of $45,000. The default penalties include a $500 per day penalty that is accruing. Including the default penalties, the total principal balance outstanding was $217,250 and $172,250 at March 31, 2026 and December 31, 2025, respectively. As a result of non-payment of the March 7, 2025 note at maturity, during the three months ended December 31, 2025, the Company recorded default penalties of $42,250 and during the three months ended March 31, 2026, the Company recorded default penalties of $45,000. The default penalties include a $500 per day penalty that is accruing. During the three months ended December 31, 2025, $57,600 of the principal balance of the March 7, 2025 note was converted into 320,000,000 shares of the Company’s Class A Common Stock leaving a total principal balance owed, including default penalties, of $139,650 and $94,650 at March 31, 2026 and December 31, 2025, respectively.

As a result of the issuances of the January 28, 2025 and March 7, 2025 notes, the Company incurred $28,000 of finder’s fees payable in shares of the Company’s Class A Common Stock during the three months ended March 31, 2025, which were recorded as debt discounts.

The August 16, 2024 note had an interest rate of 12% per annum, but interest is presently accruing at a 22% per annum rate as a result of the payment default. The December 31, 2024, January 28, 2025 and March 7, 2025 notes each bore a one-time 10% interest charge upon issuance, which was recorded as additional debt discount, and upon an event of default, as that term is defined in the notes, the outstanding balances were increased to 125% of the principal amount outstanding and a penalty of $500 per day shall accrue. Ten percent of all future purchase notices from the Strata Purchase Agreement with ClearThink, which is more fully discussed in Note 12, must be directed toward repayment of the ClearThink notes until they are paid in full. As a result of anti-dilution provisions in the notes, on March 31, 2026, the ClearThink December 31, 2024, January 28, 2025 and March 7, 2025 notes were convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share. The August 16, 2024 and March 2, 2026 notes are not convertible.

On March 2, 2026, the Company issued an unsecured promissory note to ClearThink under the terms of a Securities Purchase Agreement. The principal amount of the note is $115,000 and it was issued with an original issue discount of $15,000 and the Company received $100,000 of cash proceeds. The Company issued ClearThink 150,000,000 shares of its Class A Common Stock as inducement shares valued at $15,000, which was recorded as additional debt discount. The note matured on April 1, 2026 and accrues default interest at a one-time rate of 15%. During the three months ended March 31, 2026, the Company amortized $30,000 of debt discount as interest expense on the note. On April 27, 2026, the Company entered into Amendment No. 1 to Promissory Note (the “ClearThink Note Amendment”), which extended the maturity date of the note to May 15, 2026, as more fully discussed in Note 16.

During the three months ended March 31, 2026 and 2025, the Company received net cash proceeds from ClearThink notes of $100,000 and$200,000, respectively, and the Company recorded interest expense of $167,885 and $142,732, respectively, including amortization of debt discounts of $30,000, and $125,361, respectively. Accrued interest on the ClearThink notes was $62,391 and $59,506 at March 31, 2026 and December 31, 2025, respectively.

Securities Purchase Agreement Dated November 15, 2024 with LGH Investments

On November 15, 2024, the Company entered into a Securities Purchase Agreement with LGH pursuant to which the Company issued to LGH a convertible promissory note in the principal amount of $220,000 and received cash proceeds of $200,000 and the Company issued 6,281 shares of its Class A Common Stock as inducement shares to LGH. The value of the 6,281 inducement shares of $83,500 was recorded as additional debt discount. The note was issued with a 10% original issue discount and a one-time 10% interest charge of $22,000 and was due on August 14, 2025. In addition, the Company recorded finder’s fees of $28,000 in connection with the note payable in cash and the Company’s Class A Common Stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $79,388 during the year ended December 31, 2025, and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. During the year ended December 31, 2025, $229,220 of principal balance of the note was converted into 149,975,377 shares of the Company’s Class A Common Stock leaving a total principal balance owed, including default penalties, of $115,168 and $70,168 at March 31, 2026 and December 31, 2025, respectively. On March 31, 2026, as a result of the anti-dilution provisions, the November 15, 2024 note was convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

Interest expense on the LGH note, which included amortization of debt discount in the 2025 period, was $45,000 and $41,707 during the three months ended March 31, 2026 and 2025, respectively, and accrued interest was $22,000 at March 31, 2026 and December 31, 2025.

Securities Purchase Agreements Dated December 24, 2024 and March 4, 2025 with IG Holdings, Inc.

On December 24, 2024, the Company entered into a Securities Purchase Agreement with IG pursuant to which the Company issued to IG a second convertible promissory note in the principal amount of $120,000 and received cash proceeds of $100,000 and the Company issued 5,025 shares of its Class A Common Stock as inducement shares to IG. The value of the 5,025 inducement shares of $24,800 was recorded as additional debt discount. The note was issued with a 10% original issue discount and a one-time 10% interest charge of $12,000 and matured on September 23, 2025. The default penalties include a daily penalty of $500 that is accruing. In addition, the Company recorded finder’s fees of $14,000 payable in shares of the Company’s Class A Common Stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $82,500 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $247,500 and $202,500, respectively.

On March 4, 2025, the Company entered into an additional Securities Purchase Agreement with IG pursuant to which the Company issued to IG a third convertible promissory note in the principal amount of $110,000 and received cash proceeds of $100,000. The note, which matured on December 4, 2025, was issued with a $20,000 original issue discount and a one-time 10% interest charge of $11,000. Per the terms of the note,5,025 shares of the Company’s Class A Common Stock are issuable as inducement shares. The value of the 5,025 inducement shares that are issuable of $15,700 was recorded as additional debt discount. In addition, the Company recorded finder’s fees of $14,000 payable in shares of the Company’s Class A Common Stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $43,750 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $198,750 and $153,750, respectively.

On March 31, 2026, as a result of anti-dilution provisions, the IG notes were convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

Interest expense on the IG notes, which included amortization of debt discount in the 2025 period, was $90,000 and $28,233 during the three months ended March 31, 2026 and 2025, respectively, and accrued interest was $23,000 at March 31, 2026 and December 31, 2025.

Securities Purchase Agreements Dated May 21, 2025 and August 6, 2025 with 1800 Diagonal Lending LLC

On May 21, 2025, the Company issued to 1800 Diagonal a promissory note in the principal amount of $151,800, with an original issue discount of $19,800, plus a one-time interest amount of $18,216 (12% of the original principal amount of $151,800) that was recorded as additional debt discount. The Company received cash proceeds of $125,000 and it paid legal fees of $7,000. In addition, the Company recorded finder’s fees of $18,480 payable in shares of the Company’s Class A Common Stock as additional debt discount. The note matured on March 30, 2026. Repayment of the 1800 Diagonal note was due in five monthly payments. The first monthly payment was due on November 30, 2025 in the amount of $85,008 and the four subsequent monthly payments due were $21,252 each. The note is convertible into shares of the Company’s Class A Common Stock, but only in the Event of a Default. As of December 31, 2025, the Company had repaid $106,260 of the note and during the three months ended March 31, 2026, the remaining balance of $58,291 was paid-in-full.

On August 6, 2025, the Company issued to 1800 Diagonal a promissory note in the principal amount of $180,550, with an original issue discount of $23,550, plus a one-time interest amount of $21,665 (12% of the original principal amount of $180,550) that was recorded as additional debt discount. The Company received cash proceeds of $157,000 and it paid legal fees of $7,000. In addition, the Company recorded finder’s fees of $21,980 payable in shares of the Company’s Class A Common Stock as additional debt discount. The note matures on June 15, 2026. Repayment of the 1800 Diagonal note is due in five monthly payments. The first monthly payment is due on February 15, 2026 in the amount of $101,107 and the four subsequent monthly payments due are $25,277 each. The note is convertible into shares of the Company’s Class A Common Stock, but only in the Event of a Default. Upon an Event of Default, 150% of all amounts owed will be immediately due and payable and the note bears interest at a rate of 22% per annum upon an Event of Default. If an event of default occurs under a note, the note will be convertible into that number of shares equal to a 25% discount to the lowest closing bid price of the Company’s Class A Common Stock for the 15 days prior to the date of conversion. During the three months ended March 31, 2026, the Company repaid $111,218 of the principal balance of the note, leaving a balance of $51,316, which was net of unamortized debt discount of $18,016.

During the three months ended March 31, 2026 and 2025, the Company recorded interest expense on notes payable with 1800 Diagonal, including the amortization of debt discounts, of $41,774 and $57,556, respectively, and accrued interest was $6,500 and $21,665 at March 31, 2026 and December 31, 2025, respectively.

Securities Purchases Agreements with Lucas Ventures Dated November 18, 2024 and February 14, 2025

On November 18, 2024, the Company entered into a Securities Purchase Agreement with Lucas Ventures LLC, (“Lucas Ventures”) pursuant to which the Company issued to Lucas Ventures a convertible promissory note in the principal amount of $220,000 and received cash proceeds of $200,000 and it agreed to issue 6,281 shares of its Class A Common Stock as inducement shares to Lucas Ventures. The value of the 6,281 inducement shares of $88,750 was recorded as an additional debt discount. The note was issued with a 10% original issue discount and a one-time 10% interest charge of $22,000 and matured on August 18, 2025. In addition, the Company recorded finder’s fees of $28,000 in connection with the note consisting of cash and common stock as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $128,500 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $393,500 and $348,500, respectively.

On February 14, 2025, the Company entered into a second Securities Purchase Agreement with Lucas Ventures pursuant to which the Company issued to Lucas Ventures a convertible promissory note in the principal amount of $55,000 and received cash proceeds of $50,000 and it issued 2,513 shares of its Class A Common Stock as inducement shares to Lucas Ventures. The note, which matured on November 14, 2025, was issued with a 10% original issue discount and a one-time 10% interest charge of $5,500. The value of the 2,513 inducement shares of $11,750 was recorded as an additional debt discount. In addition, the Company recorded finder’s fees of $7,000 payable in shares of the Company’s Class A Common Stock, as additional debt discount. Since not paid at maturity, the Company recorded default penalties of $38,625 during the year ended December 31, 2025 and default penalties of $45,000 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $138,625 and $93,625, respectively.

As a result of the anti-dilution provisions, on March 31, 2026, the Lucas Ventures notes were convertible into shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

During the three months ended March 31, 2026 and 2025, the Company recorded interest expense on the Lucas Ventures notes of $90,000 and $48,829, respectively, which included amortization of debt discount in the 2025 period, and accrued interest was $27,500 at March 31, 2026 and December 31, 2025.

Convertible Promissory Notes with Jefferson Street Capital LLC Under January 7, 2025 Securities Purchase Agreements

On January 7, 2025, the Company entered into a Securities Purchase Agreement with Jefferson Street Capital LLC (“JSC”) pursuant to which the Company agreed to issue to JSC convertible promissory notes in the principal amount of up to $1,650,000 and up to a total number of shares of the Company’s Class A Common Stock as a commitment fee equal to 10% of the purchase price of each of the notes divided by the average VWAP of the Class A Common Stock during the five Trading Days (as defined in the notes) prior to the issuance date of the respective notes. As a result of the anti-dilution provisions, on December 31, 2025, the conversion price into which principal and interest under each note is convertible into shares of the Company’s Class A Common Stock was an assumed price of $0.0001 per share. Upon an event of default, as defined in the agreement, the Company shall immediately repay the default amount, which is 150% of the sum of the principal and interest outstanding at the time of the default and default interest at the rate of 16% per annum shall accrue.

Pursuant to the Securities Purchase Agreement discussed above, on March 6, 2025, the Company issued JSC a convertible promissory note in the principal amount of $133,650 and received cash proceeds of $121,500 and it issued 3,598 commitment shares of the Company’s Class A Common Stock valued at $12,150. The note was issued with a $12,650 original issue discount and a one-time interest amount of $13,365 (10% of the original principal amount of $133,650), which was recorded as additional debt discount. The Company recorded finder’s fees of $17,010 payable in shares of the Company’s Class A Common Stock as additional debt discount. The note originally matured on March 6, 2026. The Company failed to file a Registration Statement on Form S-1 to register the shares pursuant to the conversion terms of the note within 45 days of the note’s issuance, which constituted an Event of Default. Accordingly, during the year ended December 31, 2025, the Company increased the principal amount of the note by $78,019, which represented 150% of the outstanding principal and interest on the date of the default (the “default penalty”), and it recorded default interest at the rate of 16% per annum for the period June 20, 2025 to December 31, 2025. During the year ended December 31, 2025, $86,000 of principal balance and $4,000 of interest were converted into 53,327,174 shares of the Company’s Class A Common Stock leaving a principal balance of $125,669 at March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company recorded $3,078 and $35,855 of interest expense on JSC notes, which included default interest discussed above, and amortization of debt discount. At March 31, 2026 and December 31, 2025, accrued interest was $30,789 and $27,711, respectively.

Securities Purchase Agreement with Vista Capital Investment, LLC

On February 27, 2025, the Company entered into a Securities Purchase Agreement with Vista Capital Investment, LLC, (“Vista Capital”) pursuant to which the Company issued to Vista Capital a convertible promissory note in the principal amount of $55,000 and received cash proceeds of $50,000 and it agreed to issue 2,512 shares of its Class A Common Stock as inducement shares to Vista Capital. The note, which matured on November 27, 2025, was issued with a 10% original issue discount and a one-time 10% interest charge of $5,500. If not paid at maturity, the outstanding balance The value of the 2,512 inducement shares of $8,400 was recorded as an additional debt discount. In addition, the Company recorded finder’s fees of $7,700 payable in shares of the Company’s Class A Common Stock as additional debt discount. During the year ended December 31, 2025, the Company made principal payments totaling $41,250 and interest payments of $4,125. Since not paid at maturity, the Company recorded default penalties of $65,781 during the three months ended March 31, 2026. The default penalties include a daily penalty of $500 that is accruing. Including default penalties, the principal balance due at March 31, 2026 and December 31, 2025 was $79,531 and $13,750, respectively.

Promissory Notes Payable with Institutional Investors

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 issue discount of $15,000; (iii) a maturity date of March 26, 2026; and (iv) a default interest rate of 18% per annum. In addition, the Company reimbursed each lender $15,000 for legal fees and expenses incurred in connection with the notes. On March 30, 2026, in consideration for an increase in the stated principal amount of each note by $32,000, of which $4,000 was applied to legal fees and expenses), the lenders agreed to extend the maturity dates to May 31, 2026. On May 6, 2026, the maturity dates of the notes were extended to September 15, 2026 as more fully discussed in Note 16.

On March 15, 2025, the Company issued two additional unsecured promissory notes payable to the institutional lenders, each with: (i) a principal balance of $47,500; (ii) an original issue discount of $5,000; (iii)a maturity date of May 15, 2026; and (iv) a default interest rate of 18% per annum. In addition, the Company reimbursed each lender $2,500 for legal fees and expenses incurred in connection with the notes. During the three months ended March 31, 2026, the Company incurred a total of $63,934 of interest expense from the amortization of debt discounts in connection with these promissory notes. On May 6, 2026, the maturity dates of the notes were extended to June 15, 2026 as more fully discussed in Note 16.

In addition to the notes discussed above, the Company had additional promissory notes outstanding during portions of the year ended December 31, 2025, including in some cases the three months ended March 31, 2025. These notes were fully repaid or converted into shares of the Company’s Class A Common Stock during 2025. Each of these notes is described in Note 10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. To the extent that these notes were outstanding during any portion of the three months ended March 31, 2025, the interest expense incurred on these notes is included in the interest expense for the three months ended March 31, 2025 as stated in the paragraphs above.

See Note 16 for third-party promissory notes issued after March 31, 2026.

Notes and Loans Payable – Related Parties

At March 31, 2026 and December 31, 2025 notes and loans payable with related parties consisted of the following:

Poole Note

On September 19, 2023, the Company obtained a $0.2 million loan from Andrew J. Poole, a former director of the Company (the “Loan”), to be used to pay for directors’ and officers’ insurance through November 2023. The Company issued to Mr. Poole a demand promissory note for $0.2 million evidencing the Loan (the “Poole Note”). The Poole Note does not bear interest. The Poole Note was due on demand, and in the absence of any demand, the Poole Note was due one year from the issuance date and is in default at March 31, 2026.

Additional Poole Note

On October 2, 2023, the Company obtained a $42,500 loan from Mr. Poole, (the “Additional Poole Note”), that was used to pay for the legal fees of Mitchell Silberberg & Knupp LLP, a service provider (“MSK”, through October 2023. The Additional Poole Note accrues interest in arrears at a rate of 13.25% per annum. The Additional Poole Note was on demand, and in the absence of any demand, one year from the issuance date.

Sponsor Loan with Mr. Poole

To finance transaction costs in connection with a business combination effective on September 15, 2022, Mr. Poole loaned Delwinds (a predecessor of the Company) funds for working capital.

Note Payable to RHI for the Acquisition of Myrtle

Pursuant to the acquisition of Myrtle as more fully discussed in Note 5, the Company issued a non-interest-bearing note payable to RHI in the amount of $0.3 million. The note is due on demand.

Note Payable to RHI In Connection with Myrtle Acquisition

The note payable to RHI dated June 13, 2024, in the original principal amount of $1.6 million represented amounts owed by Myrtle to RHI at the time of the acquisition of Myrtle. The acquisition is more fully discussed in Note 5. The note is non-interest bearing, except if not paid by the maturity date of December 31, 2024, in which case the note bears interest at 18% per annum. In prior years, borrowings and repayments have been made under the note and it may continue to be increased for any subsequent borrowings made by Myrtle from RHI. During the three months ended March 31, 2026, the Company borrowed $5,100 and repaid $930 under the note and in December 2025, the Company issued RHI 8,000 shares of its Series E Preferred Stock with a stated value of $200,000, or $25 per share, as more fully discussed in Note 12, leaving a principal balance of $1.4 million and $1.4 million at March 31, 2026 and December 31, 2025, respectively. At March 31, 2026, the note is in default. No default interest has been accrued on the note as of March 31, 2026.

RCHI Note, New RCHI Note, Additional RCHI Note and Loan Payable for Additional Purchase Price Issued In Connection with the RCHI Acquisition

In connection with the acquisition of RCHI, RCHI issued a promissory note, (“the RCHI Note”) to RHI. On December 5, 2024, $21.0 million of the principal balance of the RCHI Note was exchanged for $21.0 million of stated value ofthe Company’s Series A Cumulative Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) and RCHI issued to RHI the New RCHI Note in the principal balance of $1.0 million. The New RCHI Note matured on June 5, 2025 and accrued interest on any outstanding principal amount at an interest rate of 8% per annum. After maturity, the default interest rate increased to 20% per annum until the New RCHI Note is paid in full. The New RCHI Note requires principal repayments equal to 10% of the free cash flow (net cash from operations less capital expenditures) from RCHI. Payments will be one month in arrears. The New RCHI Note is required to be reduced by payment of 25% of any net proceeds from equity capital raised by the Company. The New RCHI Note is secured by the assets of RCHI and SCCH and guaranteed by the Company and SCCH under the Guaranty Agreement and Security Agreement, respectively.

During the three months ended March 31, 2026 and 2025, the Company recorded a total of $50,000 and $50,000, respectively, of interest expense on the New RCHI Note. As of March 31, 2026, the Company owes RHI a total of $1.1 million of accrued interest on the RCHI Note and the New RCHI Note. As of March 31, 2026, the New RCHI Note remains in default.

On June 30, 2025, the Company issued the Additional RCHI Note in the initial principal amount of $5.8 million as additional consideration payable for the acquisition of RCHI and in the last half of 2025 and the three months ended March 31, 2025, additional considerable payable for the acquisition of RCHI totaling $281,548 was added to the principal amount of the Additional RCHI Note. On August 18, 2025, RHI exchanged $5.0 million of the principal balance of the Additional RCHI Note for 5,000 shares of the Company’s Series A Preferred Stock, leaving a principal balance of the Additional Note of $1.1 million at March 31, 2026 and December 31, 2025. The terms of the Series A Preferred Stock are more fully discussed in Note 12. The Additional RCHI Note does not bear interest and has a maturity date of June 30, 2026. The terms of the RCHI acquisition and the resulting additional consideration payable is more fully discussed in Note 5 to the Company’s Annual Report on 10-K for the year ended December 31, 2025.

Loans from Subsidiary of RHI

During the year ended December 31, 2025, the Company had three loans outstanding from a subsidiary of RHI with original principal balances aggregating to $1.0 million and the Company received net cash proceeds of $0.7 million, resulting in original issue discounts totaling $0.3 million. During 2025, the Company repaid $0.6 million of the loans and it recorded amortization of the original issue discounts during the last half of 2025 of $0.2 million as interest expense.

During the three months ended March 31, 2026, the Company entered into three additional loans with a subsidiary of RHI with original principal balances totaling $1.8 million and the Company received net proceeds of $1.1 million, resulting in original issue discounts of $0.7 million. During the three months ended March 31, 2026, the Company repaid $1.1 million of the loans, which included payment in full of the $0.3 million balance outstanding at December 31, 2025, and payment of $0.8 million of the loans entered into during the three months ended March 31, 2026. At March 31, 2026, two of the loans entered into during the three months ended March 31, 2026 remained outstanding with total amounts due aggregating to $0.7 million, which was net of unamortized discounts of $0.4 million. During the three months ended March 31, 2026, the Company record $0.6 million of original issued discounts as interest expense on these loans.

Other Loans

At March 31, 2026 and December 31, 2025, the Company had outstanding $82,236 and $237,810 of other loans, respectively. During the year ended December 31, 2025, the Company entered into a loan under an accounts receivable sales agreement in the amount of $0.4 million. The Company received cash of $0.3 million as the loan was issued with a $0.1 million discount. The Company repaid approximately $148,344 and $0.2 million of the loan during the three months ended March 31, 2026 and year ended December 31, 2025, respectively, leaving a balance of $53,413 and $201,757 at March 31, 2026 and December 31, 2025, respectively.

Also outstanding at March 31, 2026 and December 31, 2025, was a loan assumed in the acquisition of Vector consisting of a credit line with a balance of $28,823 and $36,053 at March 31, 2026 and December 31, 2025, respectively. The credit line is being repaid monthly.

Note 10 RELATED PARTY TRANSACTIONS

At March 31, 2026 and December 31, 2025, related parties’ payable and accrued expenses consisted of the following:

In addition to the transactions discussed in Notes 9, 11, 12, and 16, the Company had the following related party activity during the three months ended March 31, 2026 and 2025:

Health Information Technology Provided By InnovaQor

RCHI and SCCH contracted with InnovaQor to provide ongoing information technology-related services totaling approximately $0.1 million and $0.1 million, respectively, during the three months ended March 31, 2026 and 2025, and they owed InnovaQor $0.2 million and $0.1 million at March 31, 2026 and December 31, 2025, respectively. RHI holds preferred stock in InnovaQor and Mr. Lagan is the controlling shareholder of InnovaQor.

Software Development Agreement with InnovaQor

In July 2025, Myrtle entered into an agreement with InnovaQor to develop a behavioral health patient engagement mobile application with a cost of $0.1 million, which is currently under construction as reflected in Note 7.

Rent and Utilities Owed to RHI and A Subsidiary of RHI Under Facility Leases

As of March 31, 2026 and December 31, 2025, SCCH and Myrtle owed $0.3 million and $0.3 million, respectively, to a subsidiary of RHI for rent under facility leases that are more fully discussed in Note 11.

During the three months ended March 31, 2026 and 2025, the Company incurred $56,456 and $58,680, respectively, for rent and utilities associated with its corporate offices and RHI was owed $69,126 and $33,670 for the rent and utilities at March 31, 2026 and December 31, 2025, respectively. The Company shares office facilities with RHI and the rent stems from a lease between RHI and a third party.

Note 11 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 BSF’s 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.

Other Lease

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 assets and right-of-use obligations at the present value of lease payments over the terms.

The Company uses an estimated borrowing interest rate at lease commencement as its interest rate, as its operating leases do not provide a readily determinable implicit interest rate.

The following table presents the Company’s lease-related assets and obligations at March 31, 2026 and December 31, 2025:

The following table presents certain information related to lease expense for the right-of-use operating leases for the three months ended March 31, 2026 and 2025:

The following table presents supplemental cash flow information for the three months ended March 31, 2026 and 2025:

Aggregate future minimum lease payments under right-of-use operating leases are as follows:

Note 12 STOCKHOLDERS’ EQUITY

Authorized Capital

At March 31, 2026, the Company’s authorized shares of all capital stock, par value $0.0001 per share, of 10,010,000,000 shares consisted of (i)10,000,000 shares of preferred stock and (ii)10,000,000,000 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.

Subsequent to March 31, 2026, the number of authorized shares of the Company’s capital stock increased to 25,020,000,000 shares consisting of 20,000,000 shares of preferred stock and 25,000,000,000 shares of its Class A Common Stock, as more fully discussed in Note 16.

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 Company’s Series A Preferred Stock, RHI has the ability to increase the number of authorized shares of the Company’s Class A Common Stock in its sole and absolute discretion. As of the March 20, 2026 record date established in connection with the March 2026 authorized share increase, RHI held approximately 97.59% of the Company’s voting rights directly or through proxy. 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.

Preferred Stock

As of March 31, 2026, the Company was authorized to issue up to 10,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors, which amount was subsequently increased to 20,000,000 shares, as discussed above and in Note 16. As of March 31, 2026, the Company had outstanding shares of preferred stock consisting of 19,233 shares of its Series A Preferred Stock,3,245 shares of its Series B Preferred Stock,304 shares of its Series C Cumulative Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”),4,312 shares of its Series D Cumulative Convertible Redeemable Preferred Stock (“Series D Preferred Stock”) and 68,000 shares of its Series E Preferred Stock. The Company’s outstanding shares of preferred stock do not contain mandatory redemption or other features that would require them to be presented on the balance sheet outside of equity and, therefore, they qualify for equity accounting treatment.

Series A Preferred Stock

On March 31, 2026 and December 31, 2025, the Company had outstanding 19,233 and 19,342 shares of its Series A Preferred Stock, respectively. During the three months ended March 31, 2026 and 2025, the Company issued 1,087,000,000 shares and 73,374 shares of its Class A Common Stock, respectively, pursuant to conversions of 109 shares and 308 shares of the Company’s Series A Preferred Stock, respectively. No shares of Series A Preferred Stock were issued during the three months ended March 31, 2026 and 2025.

During the three months ended March 31, 2026 and 2025, the Company recorded $0.2 million and $0.1 million, respectively, of undeclared dividends on its Series A Preferred Stock and the total accumulated undeclared dividends were $1.0 million as of March 31, 2026. The total stated value and accumulated undeclared dividends of the Series A Preferred Stock at March 31, 2026, of $20.2 million, were convertible into approximately 202.4 billion shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share. The terms of the Series A Preferred Stock, as amended, are as follows:

Series A Preferred Stock Designation

On October 16, 2024, the Company’s board of directors approved the designation of 35,000 shares of Series A Preferred Stock and, on September 22, 2025, the Company filed an Amended and Restated Certificate of Designation to increase the authorized shares of Series A Preferred Stock from 35,000 shares to 50,000 shares and revised other terms, including a revision to the floor price during 2025, as reflected below. Each share of Series A Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000 per share. Terms of the Series A Preferred Stock, as amended, include: (i) dividends at 5% per annum, (ii) voting rights, which include voting as one class with the common stockholders and the holder shall be entitled to cast that number of votes determined by dividing the stated value per share by $0.0001 and (iii) conversion into shares of the Company’s Class A Common Stock at the higher of $0.0001 per share (such dollar amount not adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions) or 90% of the average VWAP for the five trading days prior to the date of the conversion notice and to allow cash dividends to be paid to holders to the Company’s Series E Preferred Stock, among other terms.

Series B Preferred Stock

On September 20, 2022, the Company issued to certain investors 15% Senior Promissory Notes (the “Senior PIK Notes”) in an aggregate principal amount of $3.5 million, each with a maturity date of April 1, 2024 (the “Maturity Date”). The Company failed to make the payments when due, which constituted an event of default under the Senior PIK Notes. On October 18, 2024, the Company entered into Amendment No. 1 to the Senior PIK Notes (the “PIK Notes Amendment No. 1”). Under the PIK Notes Amendment No.1, on January 22, 2025, the Senior PIK Notes (not including accrued and unpaid Interest (as defined in the Senior PIK Notes) which was waived as part of the automatic exchange) were automatically exchanged into a number of shares of Series B Preferred Stock equal to the Original Principal Amount (as defined in the Senior PIK Notes) divided by the Stated Value ($1,000) of Series B Preferred Stock, or 3,457.5 shares of Series B Preferred Stock Upon the automatic exchange, all Senior PIK Notes (including all accrued and unpaid interest) (which total value was $5.4 million on the date of the exchange) were exchanged into Series B Preferred Stock, cancelled and satisfied in full. As a result of the automatic exchange, during the three months ended March 31, 2025, the Company recorded a gain from extinguishment of Senior PIK Notes of $1.9 million, which represented the accrued and unpaid interest, which was waived per the terms of the automatic exchange. The Company recorded a finder’s fee of $175,000 in connection with the automatic exchange. Finder’s fee agreements are more fully discussed below.

During 2025, four holders of Series B Preferred Stock exchanged a total of 212.5 shares of their Series B Preferred Stock for 318.75 shares of Series C Preferred Stock, as more fully discussed below, leaving a balance of 3,245.0 shares of Series B Preferred Stock outstanding on March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company recorded $40,563 and $31,988, respectively, of undeclared dividends on its Series B Preferred Stock. The total stated value and the accumulated undeclared dividends of the Series B Preferred Stock at March 31, 2026, of $3.4 million, were convertible into approximately 34.4 billion shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

Series B Preferred Stock Designation

On November 27, 2024, the Company authorized up to 7,500 shares of its Series B Preferred Stock. Each share of Series B Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000 per share. Terms of the Series B Preferred Stock as amended during 2025, include: (i) dividends at 5% per annum, (ii) voting rights, which include voting as one class with the common stockholders, (iii) conversion into shares of the Company’s Class A Common Stock at the higher of $0.0001 per share or 90% of the average VWAP for the five trading days prior to the date of the conversion notice and (iv) no conversions prior to the first anniversary of the original issue date, among other terms.

Series C Preferred Stock

During the three months ended March 31, 2025, the Company issued 60 shares of its Series C Preferred Stock to an investor for net cash proceeds of $44,825. Per the terms of this issuance and an issuance to an investor of 120 shares of the Company’s Series C Preferred Stock for cash in the fourth quarter of 2024, these investors, who were also holder’s of Series B Preferred Stock could exchange their Series B Preferred Stock for shares of Series C Preferred Stock at a premium. The two investors elected to make the exchange during the three months ended March 31, 2025 and, as a result, the Company exchanged 150 shares of its Series B Preferred Stock for 225 shares of its Series C Preferred Stock. The Company recorded deemed dividends of $75,000 for the issuances, which represented the difference between the $225,000 stated value of the Series C Preferred Stock issued and the $150,000 stated value of the Series B Preferred Stock exchanged. During the remainder of 2025, the Company issued to an investor 75 shares of its Series C Preferred Stock for gross proceeds of $$62,500 and, as a result, the Company exchanged an additional 62.5 shares of its Series B Preferred Stock for 93.75 shares of its Series C Preferred Stock resulting in a total of 573.75 shares of Series C Preferred Stock issued. During the remainder of 2025,270 shares of Series C Preferred Stock were converted into 2,535,879 shares of the Company’s Class a Common Stock leaving 303.75 shares of Series C Preferred Stock outstanding as of December 31, 2025 and March 31, 2026.

During the three months ended March 31, 2026 and 2025, the Company recorded $3,797 and $3,526, respectively, of undeclared dividends on its Series C Preferred Stock and the total accumulated undeclared dividends were $14,344 as of March 31, 2026. The total stated value and the accumulated undeclared dividends of the Series C Preferred Stock at March 31, 2026, of $0.3 million, were convertible into approximately 3.2 billion shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

Series C Preferred Stock Designation

On November 27, 2024, the Company authorized up to 5,000 shares of its Series C Preferred Stock. Each share of Series C Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000 per share. Terms of the Series C Preferred Stock, as amended during 2025, include: (i) dividends at 5% per annum, (ii) voting rights, which include voting as one class with the common stockholders and each share of Series C Preferred Stock shall have one vote, (iii) conversion into shares of the Company’s Class A Common Stock at the higher of $0.0001 per share or 90% of the average VWAP for the five trading days prior to the date of the conversion notice, (iv) no conversions prior to the first six months of the original issue date or until a registration statement registering the underlying shares of common stock is declared effective, among other terms.

Series D Preferred Stock

During December 2024, the Company issued 4,312 shares of its Series D Preferred Stock with a stated value of $1,000 per share of which 3,000 shares were issued pursuant to the termination of a license agreement and 1,312 shares were issued under the terms of a shares for services agreement. The total stated value of the Series D Preferred Stock at March 31, 2026, of $4.3 million, were convertible into approximately 43.1 billion shares of the Company’s Class A Common Stock at an assumed conversion price of $0.0001 per share.

Series D Preferred Stock Designation

On December 6, 2024, the Company authorized up to 10,000 shares of its Series D Preferred Stock. Each share of Series D Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000 per share. Terms of the Series D Preferred Stock, as amended during 2025, include: (i) no dividends, (ii) no voting rights, except as in regards to any changes related to the Series D Preferred Stock, and (iii) conversion into shares of the Company’s Class A Common Stock at the higher of $0.0001 per share or 90% of the average VWAP for the five trading days prior to the date of the conversion notice, among other terms.

Series E Preferred Stock

On September 19, 2025, the Company issued 60,000 shares of its Series E Preferred Stock with a stated value of $25 per share, or $1.5 million in total, to the Sellers for the acquisition of Vector, which is more fully discussed in Note 5. In addition, on February 6, 2026, the Company entered into a Series E Preferred Stock Exchange Agreement effective December 31, 2025 with RHI. Pursuant to the exchange and in full satisfaction and extinguishment of $200,000 in aggregate of previously advanced amounts made by RHI during the period from December 4, 2025 to December 10, 2025 under the terms of the note payable to RHI in connection with the acquisition of Myrtle, as more fully discussed in Note 9, the Company issued to RHI 8,000 shares of it Series E Preferred Stock with a stated value of $200,000. Accordingly, at March 31, 2026 and December 31, 2025, the Company had outstanding 68,000 shares of its Series E Preferred Stock with a total stated value of $1.7 million.

Series E Preferred Stock Designation

On June 25, 2025, the Company, filed an amendment to the Company’s Certificate of Incorporation in the form of a Certificate of Designation that authorized for issuance of up to 4,000,000 shares of a new series of Preferred Stock, par value $0.0001 per share, stated value of $25 per share, which are designated as the Series E Preferred Stock and it established the rights, preferences and limitations thereof. Terms of the Series E Preferred Stock include (i) cash dividends at 2.5% per annum and stock dividends at 5% per annum payable if and when declared, (ii) no voting rights, and (iii) no conversion provisions, among other terms.

Class A Common Stock

As of March 31, 2026 and December 31, 2025, there were 3,732,660,151 and 2,495,660,151 shares of the Company’s Class A Common Stock issued and outstanding, respectively.

Shares Issued Pursuant to Series A Conversions

During the three months ended March 31, 2026 and 2025, the Company issued 1,087,000,000 shares and 73,374 shares of its Class A Common Stock, respectively, pursuant to conversions of 109 shares and 308 shares of the Company’s Series A Preferred Stock, respectively.

October 13, 2023 Strata Purchase Agreement

On October 13, 2023, the Company entered into a Strata Purchase Agreement (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 the Company and ClearThink. Pursuant to the Strata Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices, and subject to the other terms and conditions set forth in the Strata Purchase Agreement, up to an aggregate of $2.0 million of the Company’s Class A Common Stock. On August 13, 2024, the Company 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, the Company amended and restated the Strata Purchase Agreement to extend the maturity date to June 30, 2026 and amend 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.

No shares of the Company’s Class A Common Stock were issued under the terms of the Strata Purchase Agreement, as amended and restated, during the three months ended March 31, 2026 and the year ended December 31, 2025.

Common Stock Issued/Issuable in Connection with Notes Payable

During the three months ended March 31, 2026,150,000,000 shares of the Company’s Class A Common Stock were issued as an inducement for a $115,000 promissory note payable and the Company had outstanding obligations to issue an additional 21,985 shares of its common stock as inducements and commitment shares under the terms of promissory notes payable. During the three months ended March 31, 2025, the Company issued 217,302 shares of its Class A Common Stock for conversions and exchanges of $828,474 of promissory notes payable and related accrued interest. In addition, during the three months ended March 31, 2025, the Company issued 30,752 shares of its Class A Common Stock as inducements and commitment shares under the terms of various promissory notes and it agreed to issue an additional 26,085 shares of its common stock as inducements and commitment shares under the terms of promissory notes. The value of the shares issued and issuable under the terms of and conversions and exchanges of promissory notes are more fully discussed in Note 9.

Common Stock Issued to Smithline Family Trust II

During the three months ended March 31, 2025, the Company issued 165,077 shares of its Class A Common Stock under the terms of a legal settlement, as amended, between the Company and Smithline Family Trust II (“Smithline”).

Common Stock Issued to J.H. Darbie & Co., Inc.

During the three months ended March 31, 2025, the Company issued 11,484 shares of its common stock J.H. Darbie & Co., Inc. (“J.H. Darbie”) for finder’s fees in connection with notes payable.

During the three months ended March 31, 2025, the Company issued 38,389 shares of its Class A Common Stock to J.H. Darbie for advisory services and private placement engagement as follows:

Advisory Services

On July 25, 2024, FOXO entered into the advisory agreement with J.H. Darbie pursuant to which J.H. Darbie was engaged as nonexclusive financial adviser. The term of the agreement was six months. As compensation for the services performed under the agreement, the Company issued J.H. Darbie 31,407 shares of its Class A Common Stock effective January 13, 2025.

Private Placement Engagement

On July 25, 2024, FOXO engaged J.H. Darbie, on an exclusive basis, to provide services in connection with private placements (the “Engagement”). The term of the Engagement was 120 days, subject to early termination provisions in the Engagement. Under the Engagement, J.H. Darbie has a right of first refusal for all financing, cash, common stock or convertible securities, debt or equity, for six months after the termination of the Engagement. As compensation for the services performed under the Engagement, the Company issued to J. H. Darbie 6,982 shares of its Class A Common Stock effective in January 2025. As additional compensation for the services to be rendered by J.H. Darbie under the Engagement, FOXO agreed to (i) pay a cash fee to J.H. Darbie equal to 3% of the principal amount of the securities to be exchanged and 5% of gross proceeds raised from the sale of the securities to customers of J.H. Darbie; and (ii) issue to J.H. Darbie warrants to purchase a number of shares of the Company’s Class A Common Stock equal to the cash fee.

On November 7, 2024, FOXO and J.H. Darbie entered into an amendment to the Engagement pursuant to which the compensation for the services to be rendered by J.H. Darbie was revised to a cash fee equal to $175,000 for advising,10% of gross proceeds raised from the sale of the securities to customers of J.H. Darbie, and common stock equal to 5% of the cash fee. The common stock issued will have piggyback rights and be priced at the closing price the date the offering closes. Again, on November 22, 2024, FOXO and J.H. Darbie entered into an amendment to the Engagement pursuant to which the scope of the engagement was revised to an exchange of debt from existing lenders of FOXO to equity. Therefore, during the three months ended March 31, 2025, the Company accrued a cash fee of $175,000 in connection with the issuance of its Series B Preferred Stock in exchange for the Senior PIK Notes as more fully discussed above.

Warrants

Public Warrants and Private Placement Warrants

As of March 31, 2026 and December 31, 2025, the Company had outstanding 50,566 Public Warrants and 1,589 Private Placement Warrants each with an exercise price of $2,289 per share and each expiring on September 15, 2027 or earlier upon redemption or liquidation. The fair values of the Public Warrants and the Private Warrants at March 31, 2026 and December 31, 2025 was nil, as more fully discussed in Note 3. These warrants are more fully described in Note 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Assumed Warrants

Effective September 15, 2022, the Company consummated a business combination. At the closing of the business combination, the Company assumed warrants, referred to as the Assumed Warrants. The Assumed Warrants included down round provisions that should the Company issue common stock or common stock equivalents, excluding certain exempt issuances, for consideration of less than the then current exercise price per share, then the exercise price of the Assumed Warrants shall be lowered to the new consideration amount on a per share basis with a simultaneous and corresponding increase in the number of warrants. On February 23, 2024,30,095 Assumed Warrants expired by their terms and on February 24, 2024, Assumed Warrants exercisable into 70,802 shares of the Company’s Common Stock were extended until February 23, 2025. As a result of triggers of the down-round provisions during 2024 and the exchange of 15,704 of the warrants under an exchange agreement with Smithline,237,513 Assumed Warrants were outstanding with an exercise price of $4.36 per share at December 31, 2024. In February 2025, conversions of the Company’s Series A Preferred Stock into the Company’s Class A Common Stock resulted in two additional triggers of the down-round provisions. The incremental value of the modifications to the Assumed Warrants because of the triggers of the down-round provisions during February 2025 resulted in deemed dividends of $0.1 million in the three months ended March 31, 2025 and an increase in the number of Assumed Warrants outstanding. The incremental values were measured using the Black Scholes valuation model with the following assumptions: risk free rates ranging from 4.24% to 4.25%, volatility ranging from 3.47% to 67.32%, terms of 1 to 18 days and expected dividend yield of $0. On February 23, 2025, the remaining 264,898 Assumed Warrants with an exercise price of $3.855 per share expired per their terms.

Vector Warrants

In connection with the Vector Acquisition, which is more fully discussed in Note 5, on September 19, 2025, the Company issued 386,847,195 Vector Warrants exercisable into shares of the Company’s Class A Common Stock at an exercise price of $0.00517 per share (subject to adjustment) valued at $769,826. The Vector Warrants were immediately exercisable, subject to a beneficial ownership limitation of 9.99%, and expire on September 19, 2028. The value of the Vector Warrants was determined using the Black Scholes valuation model with the following assumptions: risk free rate of 3.56%, volatility of 56.48%, term of 3 years and expected dividend yield of $0.

Note 13 BUSINESS SEGMENTS

The Company manages and classifies its business into three reportable business segments: (i) Healthcare, (ii) Life Science Services and (iii) Labs.

The primary income measure used for assessing segment performance and making operating decisions is income (losses) before interest, income taxes, and depreciation and amortization associated with a specific segment. The segment measure of profitability also excludes corporate and other costs, including management, IT, overhead costs and certain other non-cash charges or benefits, such as impairment and any non-cash changes in fair value of intangible assets.

Assets by segment as of March 31, 2026 and December 31, 2025 were as follows:

Summarized below is information about the Company’s operations for the three months ended March 31, 2026 and 2025 by business segment:

Note 14 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 Company’s 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

Former CEO Severance

The Company has disclosed in previous financial filings that the Board of Directors had yet to complete its review into whether Mr. Jon Sabes, a former CEO of the Company was terminated with or without cause on November 14, 2022 and that accordingly, the Company had to make a determination on its obligations under the former CEO’s employment agreement.

The Board of Directors has now completed a review of this matter in the last quarter of 2024 and upon examination of the history and various documents and records has determined that Mr. Sabes was unequivocally terminated for cause on November 14, 2022, meaning the Company has no further obligation to Mr. Sabes.

On November 20, 2024, the Company received a letter from counsel for Mr. Jon Sabes, the former Chief Executive Officer and director, demanding payment of certain compensation and benefits. Regardless that the Company has now determined that termination of Mr. Sabes’ employment on November 14, 2022 was for cause and that no obligation to Mr. Sabes remains, the Company has, because of this demand, continued to accrue certain liabilities of severance pay and stock-based compensation in its financial records until the matter has been resolved in full. The Company does not believe the demand received on November 20, 2024 has any merit and will vigorously dispute any claim for payment. The Company and Mr. Sabes have entered into discussions to explore a resolution to this matter in a manner that would create opportunity for all parties.

Illumina Judgment

On June 21, 2024, Hennepin County District Court granted Illumina, Inc.’s Motion for Summary Judgment in the amount of $0.8 million against the Company. The Company entered into a settlement agreement with Illumina on July 23, 2025 to settle this judgment over time. $100,000 was paid at the time of settlement and $723,065 is payable in five additional quarterly payments of $144,613 per payment. The Company is currently in default of its requirements for payment under the settlement agreement but believes this default will be rectified without repercussion when the Company secures additional capital.

Other Matters

In July 2025, Gateway Group, Inc. filed a legal action in Orange County, California seeking payment of $120,000. This amount is included as a liability in the Company’s financial statements. To date, there is no resolution to this matter.

In the second quarter of 2025, Data Shepherd Services, Inc. received a judgment against the Company for an unpaid balance of approximately $58,000. This amount is included as a liability in the Company’s financial statements. To date, there is no resolution to this matter.

In June 2025, func.media inc. filed a legal action in Minnesota seeking a total sum of $123,250. This amount is included as a liability in the Company’s financial statements. On October 16, 2025 the Company entered into a settlement agreement to pay $90,000 on an agreed payment schedule of $15,000 each month for six months as full resolution of this matter. If all payments are made when due all remaining amounts over $90,000 will be waived. The Company is currently in default of the payment schedule in the settlement agreement.

The Company is also party to various other legal proceedings for liabilities, for legacy debts of the Company, and could become a party to claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. The Company may in the future be subject to additional legal proceedings and disputes.

Note 15 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The supplemental cash flow information for the three months ended March 31, 2026 and 2025 is as follows:

Note 16 SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed 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 unaudited condensed consolidated financial statements.

Increase in Authorized Shares of Preferred Stock and Class A Common Stock

On March 20, 2026, the Company’s Board of Directors approved an increase to the Company’s authorized shares to 25,020,000,000 shares, consisting of: (i)20,000,000 shares of Preferred Stock, par value $0.0001 per share, and 25,000,000,000 shares of Class A Common Stock, par value $0.0001 per share. On March 26, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO), as a shareholder representing a majority of the voting control of the Company and holding approximately 97.59% of the Company’s voting rights as of the March 20, 2026 record date, approved such matter via written consent. After the required notice to shareholders, the Company filed a Certificate of Amendment to its Certificate of Incorporation and the increase in authorized shares became effective on May 3, 2026.

FINRA Denial of Proposed Reverse Stock Split

On September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation toeffect a reverse stock split of our issued and outstanding Common Stock any time before July 31, 2026, at a ratio ranging from one-for-ten (1:10) to one-for-five hundred (1:500) with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed reverse split. The Company has filed an Information Statement on Schedule 14C with the SEC with respect to the matters approved by the Majority Stockholder and has mailed the definitive Information Statement on Schedule 14C to its stockholders of record as of the record date.

On September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corporate action submission would not be processed.

The Company disagreed with the Department’s determination and, on March 12, 2026, filed a Notice of Appeal that was denied on April 30, 2026 by a subcommittee of FINRA’s Uniform Practice Code Committee. On May 12, 2026, the Company entered into exchange agreements with the two institutional investors whose Series A Preferred Stock holdings were referenced in the Department’s determination, pursuant to which such investors exchanged their shares of Series A Preferred Stock for senior unsecured non-convertible promissory notes as more fully described below under “Series A Preferred Stock Restructuring with Institutional Investors.” The Company plans to submit a new Company-Related Notification to FINRA’s Department of Market Operations in connection with a new, proposed reverse stock split.

Loans from Subsidiary of RHI

On April 15, 2026, the Company and a subsidiary of RHI entered into a loan in the principal amount of $202,365 and the Company received net cash proceeds of $126,900, resulting in an original issue discount of $75,465. Repayment of the loan is due in weekly payments of $8,464.

Extension of March 2, 2026 Promissory Note With ClearThink

On April 27, 2026, the Company entered into the ClearThink Note Amendment, which extended the maturity date of the March 2, 2026 promissory note with ClearThink from April 1, 2026 to May 15, 2026. The note is more fully discussed in Note 9. As compensation for the extension of the maturity date: (i) $12,000 was added to the principal amount outstanding on the note, resulting in a principal balance of $127,000; (ii)150,000,000 shares of the Company’s Class A Common Stock common stock were issued by the Company to the holder; and (iii) the default interest rate was adjusted to an annual rate of 18%, which shall be applied back to the original investment date.

May 6, 2026 Extensions of January 28, 2026 and March 15, 2026 Promissory Notes Payable with Institutional Lenders

On January 28, 2026, the Company issued two unsecured promissory notes payable to institutional lenders as more fully discussed in Note 9. On May 6, 2026, the final maturity date of each note was extended from May 31, 2026 to September 15, 2026. As consideration for each extension, the principal balance of each note was increased from $308,000 on the date of the extension to $336,000 with $150,000 per note due on June 15, 2026 and the balance of each note due on September 15, 2026. In connection with the extension, the Company also agreed that 50% of the gross proceeds of any equity, debt or equity-linked financing completed prior to final payment will be applied to repay these notes (and, thereafter, the March 15, 2025 notes and the May 6, 2026 notes) in a specified order of priority.

On May 6, 2026, the Company issued two unsecured promissory notes payable to institutional lenders, each with: (i) a principal balance of $240,000; (ii) an original issue discount of $40,000; (iii) a maturity date of December 15, 2026; and (iv) a default interest rate of 18% per annum. In addition, $14,000 of the principal balance of each note was for legal fees and expenses incurred in connection with the notes and is required to be repaid to the lenders on or before September 15, 2026. The notes are unsecured obligations of the Company; provided, however, that the Company has agreed not to incur any other indebtedness that would be senior in preference to these notes while they remain outstanding.

May 6, 2026 Promissory Notes Payable with Institutional Lenders

On May 6, 2026, the Company issued two unsecured promissory notes payable to institutional lenders, each with: (i) a principal balance of $240,000; (ii) an original issue discount of $40,000; (iii) a maturity date of December 15, 2026; and (iv) a default interest rate of 18% per annum. In addition, $14,000 of the principal balance of each note was for legal fees and expenses incurred in connection with the notes and is required to be repaid to the lenders on or before September 15, 2026.

Conversions of Series A Preferred Stock

During the period April 1, 2026 to May 8, 2026, the Company issued 379,000,000 shares of its Class A Common Stock upon conversions of 37.9 shares of its Series A Preferred Stock held by institutional investors with a total stated value of $37,900.

On March 15, 2025, the Company issued two additional unsecured promissory notes payable to the institutional lenders as more fully discussed in Note 9. On May 6, 2026, the maturity date of each note was extended from May 15, 2026 to June 15, 2026. As consideration for each extension, the principal balance of each note was increased from $47,500 to $50,000, with the full balance of $50,000 per note due and payable in full on or before June 15, 2026.

Series A Preferred Stock Restructuring with Institutional Investors

On May 12, 2026, two institutional investors (the “Holders”) owning approximately 5,307 and 2,468 shares of the Company’s Series A Preferred Stock, with aggregate stated values of approximately $5,307,097 and $2,467,988, respectively, exchanged their shares for new senior unsecured non-convertible promissory notes (the “Senior Notes”) with principal amounts equal to the stated values of the exchanged preferred shares, or approximately $5,307,097 and $2,467,988, respectively, for a combined aggregate principal amount of approximately $7,775,085. The Senior Notes are non-convertible into equity by the Holders or the Company. Payments of the principal amounts of the Senior Notes are due on the earlier of May 12, 2027 or the occurrence of an event of default as defined in the Senior Notes. Repayments of the Senior Notes are also due upon completion of a public offering or up-listing to a recognized stock exchange. The Senior Notes do not bear interest except in the event of a default in which case they bear default interest at the rate of 18% per annum or such lower maximum amount of interest permitted to be charged under applicable law.