FOXO TECHNOLOGIES INC.

Previous wording

On July 17, 2025, the Company’s board of directors (pursuant to previously obtained shareholder approval) approved the Second Reverse Stock Split and together with the First Reverse Stock Split. 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.

Current wording

The First Reverse Stock Split was effective on April 28, 2025. The Second Reverse Stock Split was effective on July 27, 2025. The Third Reverse Stock Split was effective on June 30, 2026.

Previous wording

On September 9, 2025, the Company entered into the Stock Purchase Agreement with Vector, (the “Vector SPA”), between the stockholders (each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity securities of Vector (the “Purchased Shares”) and FOXO Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of the Company (“FAC”), (the “Vector Acquisition”). Pursuant to the SPA, upon closing on September 19, 2025, the Sellers exchanged the Purchased Shares for (i) $500,000 in cash, (ii) 60,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock (the “Series E Preferred Stock”) with a stated value of $25.00 per share, or a total stated value of $1,500,000, (iii) 386,847,195 three year warrants to purchase shares of the Company’s Class A Common Stock with an exercise price of $0.00517 per share (the “Vector Warrants”), which was equal to the closing price of the Company’s Class A Common Stock on the trading day immediately prior to closing, plus 10%, (subject to adjustment) valued at $769,826 and (iv) 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 Revenue (as defined in the Vector SPA) of the Business (as defined in the Vector SPA) during the 12-month period between the first and second anniversary of the closing are at least $4,000,000; provided, further, that in the event that less than $4,000,000 of Qualifying Revenues are actually collected by Vector on or before 90 days after the second anniversary of the closing, the number of shares of Series E Preferred Stock to be issued to the Sellers will be reduced by an amount equal to one share for each $25.00 of Qualifying Revenues less than $4,000,000 collected by such date; and, provided, further, if a Change of Control (as defined in the Vector SPA) of the Company occurs prior to the two-year anniversary of the closing, all of the up to 80,000 shares of Series E Preferred Stock will be issued to the Sellers as of the date of such Change of Control. Pursuant to the Vector SPA, the Sellers have the right, but not obligation, to repurchase the Purchased Shares under certain limited circumstances at fair market value as determined by a third party and subject to a floor. As of March 31, 2026, the Company has recorded $500,000 of additional contingent purchase price consideration, which amount was based on the estimated value of additional shares of Series E Preferred Stock that will be owed pursuant to current projections of Qualifying Revenue.

Current wording

On September 9, 2025, the Company entered into the Stock Purchase Agreement with Vector, (the “Vector SPA”), between the stockholders (each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity securities of Vector (the “Purchased Shares”) and FOXO Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of the Company (“FAC”), (the “Vector Acquisition”). Pursuant to the SPA, upon closing on September 19, 2025, the Sellers exchanged the Purchased Shares for (i) $500,000 in cash, (ii) 60,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock (the “Series E Preferred Stock”) with a stated value of $25.00 per share, or a total stated value of $1,500,000, (iii) 128,950 three year warrants to purchase shares of the Company’s Class A Common Stock with an exercise price of $15.51 per share (the “Vector Warrants”), which was equal to the closing price of the Company’s Class A Common Stock on the trading day immediately prior to closing, plus 10%, (subject to adjustment) valued at $769,826 and (iv) 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 Revenue (as defined in the Vector SPA) of the Business (as defined in the Vector SPA) during the 12-month period between the first and second anniversary of the closing are at least $4,000,000; provided, further, that in the event that less than $4,000,000 of Qualifying Revenues are actually collected by Vector on or before 90 days after the second anniversary of the closing, the number of shares of Series E Preferred Stock to be issued to the Sellers will be reduced by an amount equal to one share for each $25.00 of Qualifying Revenues less than $4,000,000 collected by such date; and, provided, further, if a Change of Control (as defined in the Vector SPA) of the Company occurs prior to the two-year anniversary of the closing, all of the up to 80,000 shares of Series E Preferred Stock will be issued to the Sellers as of the date of such Change of Control. Pursuant to the Vector SPA, the Sellers have the right, but not obligation, to repurchase the Purchased Shares under certain limited circumstances at fair market value as determined by a third party and subject to a floor. As of June 30, 2026, the Company has recorded $500,000 of additional contingent purchase price consideration, which amount was based on the estimated value of additional shares of Series E Preferred Stock that will be owed pursuant to current projections of Qualifying Revenue.

Previous wording

Direct Costs of Revenues. Direct costs of revenues were $2.5 million for the three months ended March 31, 2026, compared to $1.9 million of direct costs of revenues for the three months ended March 31, 2025. We attribute the increase to Vector’s direct costs of revenues of $0.2 million. Vector was acquired on September 19, 2025. In addition, Myrtle’s direct costs of revenues increased by $0.1 million and RCHI’s increased by $0.3 million. As a percentage of net revenues, direct costs of revenues were 49% and 60% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Direct Costs of Revenues. Direct costs of revenues were $2.4 million for the three months ended June 30, 2026, compared to $2.0 million of direct costs of revenues for the three months ended June 30, 2025. Myrtle’s direct costs of revenues increased by $52,000 and RCHI’s increased by $260,000. In addition, Vector, acquired on September 19, 2025, contributed $0.1 million of the increase. As a percentage of net revenues, direct costs of revenues were 51% and 38% for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Research and Development. Research and development expenses remained constant at $35,550 and $30,000 for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Research and Development. Research and development expenses were $23,700 and $40,183 for the three months ended June 30, 2026 and 2025, respectively. We incurred less compensation costs in the 2026 period.

Previous wording

Selling, General and Administrative. Selling, general and administrative expenses were $2.9 million for the three months ended March 31, 2026, compared to $2.8 million for the three months ended March 31, 2025. We attribute the increase primarily to Vector’s selling, general and administrative expenses of $0.2 million and an increase in Corporate’s selling, general and administrative expenses of $0.1 million, partially offset by a decrease in our Healthcare segment’s selling, general and administrative expenses of $0.2 million.

Current wording

Selling, General and Administrative. Selling, general and administrative expenses were $2.7 million for the three months ended June 30, 2026, compared to $2.6 million for the three months ended June 30, 2025. We attribute the increase to Vector’s selling, general and administrative expenses of $0.3 million and $0.2 million of operating interest on right of use lease obligations, partially offset by decreases in Corporate expenses and Healthcare wages.

Previous wording

Change in Fair Value of Warrant Liabilities. The fair value of warrant liabilities increased by $0 and $31,594 in the three months ended March 31, 2026 and 2025, respectively. Changes in the fair values result from changes in the quoted prices of the Public Warrants on the OTC Pink Marketplace.

Current wording

Change in Fair Value of Warrant Liabilities. The fair value of warrant liabilities decreased by $0 and $7,576 in the three months ended June 30, 2026 and 2025, respectively. Changes in fair values resulted from changes in the quoted prices of the Public Warrants on the OTC Pink Marketplace. The warrants have no intrinsic value.

Previous wording

Interest Expense. Interest expense was $1.0 million for the three months ended March 31, 2026 compared to $0.9 million for the three months ended March 31, 2025. The increase was due to the increase in loans and notes payable during the three months ending March 31, 2026 compared to the 2025 period and $0.4 million of default penalties and interest that was incurred in the three months ended March 31, 2026. Partially offsetting the increase in the three months ended March 31, 2026 was a reduction of interest expense on the Senior PIK Notes that were exchanged for the Company’s Series B Preferred Stock in January 2025 and interest on the right-of-use operating lease obligations that is included in selling, general and administrative expenses in the 2026 period.

Current wording

Interest Expense. Interest expense was $1.3 million for the three months ended June 30, 2026 compared to $1.0 million for the three months ended June 30, 2025. The increase was due to the increase in notes payable and interest on Medicare cost report settlements during the three months ending June 30, 2026 compared to the 2025 period and $0.4 million of payment default penalties and default interest that was incurred in the three months ended June 30, 2026 compared to $0.3 million in the three months ended June 30, 2025. Partially offsetting the increase in the three months ended June 30, 2026 was $0.2 million of interest on the right-of-use operating lease obligations that is included in selling, general and administrative expenses in the 2026 period.

Previous wording

Net Loss Attributable to FOXO. Net loss attributable to FOXO was $1.5 million for the three months ended March 31, 2026 compared to a net loss attributable to FOXO of $0.6 million for the three months ended March 31, 2025. The loss from operations was $0.3 million and $1.5 million for the three months ended March 31, 2026 and 2025, respectively, or a decrease in the loss of $1.2 million due primarily to the improvement in the operating results of our Healthcare segment. The $0.9 million increase in the net loss attributable to FOXO in the three months ended March 31, 2026 compared to the 2025 period was primarily due to the $1.9 million gain from extinguishment of Senior PIK Notes in the three months ended March 31, 2025. Excluding the one-time gain, the net loss attributable to FOXO improved by approximately $1.0 million in the 2026 period. We did not incur deemed dividends in the three months ended March 31, 2026. We recorded deemed dividends in the three months ended March 31, 2025 of $0.2 million from the issuances of preferred stock and the triggers of the down-round provisions of the Assumed Warrants. Including these deemed dividends, the net loss to common stockholders was $1.5 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Net Income (Loss) Attributable to FOXO. Net income attributable to FOXO was $8.1 million for the three months ended June 30, 2026 compared to a net loss attributable to FOXO of $0.5 million for the three months ended June 30, 2025. Excluding the impact of the forfeiture of the unvested Management Contingent Share Plan shares, we incurred a loss from operations of $0.4 million for the three months ended June 30, 2026 compared to income of $0.6 million for the three months ended June 30, 2025. We attribute the change of $1.0 million primarily to the decrease in net revenues in the 2026 period. Also contributing was an increase in direct costs as a percentage of net revenues in the 2026 period. Excluding the impact of the forfeiture of the unvested Management Contingent Share Plan shares, the net loss attributable to FOXO was $1.0 million in the three months ended June 30, 2026 compared to $0.5 million in the comparable 2025 period as the gain from legal settlement partially offset the impact of the decrease in net revenues and the increases in interest expense and other non-operating expenses, net. We recorded declared dividends on our Series E Preferred Stock and deemed dividends from the anti-dilution provisions of preferred stock totaling $0.1 million in the three months ended June 30, 2026 compared to deemed dividends in the three months ended June 30, 2025 of $0.3 million, which resulted from the issuances of and triggers of the down-round provisions of preferred stock. Including these declared and deemed dividends, the net income (loss) to common stockholders was $8.0 million and ($0.8) million for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Gain from Extinguishment of Debt. During the three months ended March 31, 2025, we exchanged $5.4 million of Senior PIK Notes, which included $1.9 million of accrued interest, for $3.5 million of stated value of our Series B Preferred Stock resulting in a gain of $1.9 million.

Current wording

Gain from Extinguishment of Senior PIK Notes. During the six months ended June 30, 2025, we exchanged $5.4 million of Senior PIK Notes, which included $1.9 million of accrued interest, for $3.5 million of stated value of our Series B Preferred Stock resulting in a gain of $1.9 million.

Previous wording

Other Non-Operating Expenses, Net. Other non-operating expenses, net were $0.2 million for the three months ended March 31, 2026, compared to other non-operating expenses, net of $0.1 million for the three months ended March 31, 2025. The non-operating expenses, net in the three months ended March 31, 2026 resulted primarily from $0.2 million of penalties and interest for nonpayment of payroll taxes and $50,608 of additional purchase price consideration for RCHI, partially offset by $69,811 of hospital cafeteria income. The other non-operating expenses, net in the three months ended March 31, 2025 resulted primarily from $0.2 million of penalties and interest for nonpayment of payroll taxes, partially offset by $0.1 million of hospital cafeteria income.

Current wording

Other Non-Operating Expenses, Net. Other non-operating expenses, net was $1.1 million for the six months ended June 30, 2026 compared to other non-operating expenses, net of $0.2 million for the six months ended June 30, 2025. The other non-operating expenses, net for the six months ended June 30, 2026 resulted primarily from a $0.8 million 2023 pre-RCHI acquisition Medicare cost report settlement, $0.4 million of penalties and interest for nonpayment of payroll taxes and $0.1 million of RCHI additional purchase price, partially offset by $0.1 million of hospital cafeteria income. The other non-operating expenses, net in the six months ended June 30, 2025 resulted primarily from $0.3 million of penalties and interest for nonpayment of payroll taxes, partially offset by hospital cafeteria income of $0.1 million.

Previous wording

The following is an analysis of our results by reportable segment for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The primary earnings/loss measure used for assessing reportable segment performance is segment income/loss defined as earnings/loss before interest, income taxes, and depreciation and amortization not associated with a specific segment. Segment income/loss by reportable segment also excludes corporate and other costs, including management, IT, and overhead costs.

Current wording

The following is an analysis of our results by reportable segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. The primary earnings/loss measure used for assessing reportable segment performance is segment income/loss defined as earnings/loss before interest, income taxes, and depreciation and amortization not associated with a specific segment. Segment income/loss by reportable segment also excludes corporate and other costs, including management, IT, and overhead costs.

Previous wording

Net Revenues. Net revenues were $4.8 million and $3.1 million for the year three months ended March 31, 2026 and 2025, respectively, an increase of $1.6 million. Net revenues of the three month ended March 31, 2026 of $4.8 million include Myrtle’s net revenues of $0.6 million and RCHI’s net revenues of $4.2 million. Net revenues for the three months ended March 31, 2025 of $3.2 million include Myrtle’s net revenues $0.5 million and RCHI’s net revenues of $2.7 million. We attribute the increase in RCHI’s net revenues primarily to increased swing-bed patient services. A “swing-bed” is a change in reimbursement status, as the billing status “swings” from billing for acute care services to billing for post-acute skilled nursing services, despite the fact that the patient stays in the same physical location.

Current wording

Net Revenues. Net revenues were $4.5 million and $5.2 million for the three months ended June 30, 2026 and 2025, respectively, a decrease of $0.7 million. Net revenues for the three months ended June 30, 2026, include Myrtle’s net revenues of $0.6 million and RCHI’s net revenues of $3.9 million. Net revenues for the three months ended June 30, 2025, include Myrtle’s net revenues $0.5 million and RCHI’s net revenues of $4.7 million. We attribute the decrease in RCHI’s net revenues for the three months ended June 30, 2026 compared to the 2025 period to RCHI recording $0.6 million of net revenues from the THIP compared to $2.5 million of net revenues from the THIP recorded in the three months ended June 30, 2025. The THIP is designed to increase revenues for hospitals serving TennCare patients. Excluding the THIP net revenues, Healthcare’s net revenue increased by $1.2 million.

Previous wording

Net Revenues. Net revenues were $0.4 million for the three months ended March 31, 2026 and represent net revenues from Vector, which was acquired on September 19, 2025.

Current wording

Net Revenues. Net revenues were $0.2 million for the three months ended June 30, 2026 and represent net revenues from Vector that was acquired on September 19, 2025.

Previous wording

Segment Income. Segment income was $0.1 million for the three months ended March 31, 2026 and represents the income from Vector.

Current wording

Segment Loss. Segment loss was $0.2 million for the three months ended June 30, 2026 and represents the loss from Vector.

Previous wording

Net revenues. Net revenues were $4,386 and $8,489 for the three months ended March 31, 2026 and 2025, respectively. Net revenues consist primarily of royalty income.

Current wording

Net Revenues. Net revenues were $6,202 and $7,816 for the three months ended June 30, 2026 and 2025, respectively. Net revenues consist of commissions and royalty income.

Previous wording

Segment Loss. Segment loss increased to $32,370 for the three months ended March 31, 2026 compared to a loss of $23,005 for the three months ended March 31, 2025.

Current wording

Segment Loss. Segment loss decreased to $18,725 for the three months ended June 30, 2026 compared to a loss of $33,443 for the three months ended June 30, 2025 due to a reduction in compensation-related expenses.

Previous wording

We use Adjusted EBITDA to evaluate our operating performance. Adjusted EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and our calculations thereof may not be comparable to those reported by other companies. We believe Adjusted EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on our operating performance. Adjusted EBITDA, as presented herein, is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP. We use non-GAAP financial measures as supplements to our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. Adjusted EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.

Current wording

We use Adjusted EBITDA to evaluate our operating performance. Adjusted EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and our calculations thereof may not be comparable to those reported by other companies. We believe Adjusted EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on our operating performance. Adjusted EBITDA, as presented herein, is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP. We use non-GAAP financial measures as supplements to our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. Adjusted EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net income (loss) as determined in accordance with U.S. GAAP.

Previous wording

We reconcile our non-GAAP financial measure to our net loss, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our management uses Adjusted EBITDA as a financial measure to evaluate the profitability and efficiency of our business model. Adjusted EBITDA is not presented in accordance with U.S. GAAP. Adjusted EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense, depreciation and amortization, equity-based compensation, and certain other infrequent and/or unpredictable non-cash charges or benefits, such as impairments, changes in fair value of warrant liabilities, adjustments for right-of-use operating lease expense and adjustments to include pro forma operating performance of acquisitions as if they had occurred at the beginning of the earliest period presented.

Current wording

We reconcile our non-GAAP financial measure to our net income (loss) attributable to FOXO, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our management uses Adjusted EBITDA as a financial measure to evaluate the profitability and efficiency of our business model. Adjusted EBITDA is not presented in accordance with U.S. GAAP and should not be considered a substitute for U.S. GAAP. Adjusted EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense, depreciation and amortization, equity-based compensation/forfeitures, and certain other infrequent and/or unpredictable non-cash charges or benefits, such as impairments, legal settlements, extinguishment of debt, changes in fair value of warrant liabilities, adjustments for right-of-use operating lease expense and adjustments to include pro forma operating performance of acquisitions as if they had occurred at the beginning of the earliest period presented.

Previous wording

We had cash and cash equivalents of $65,896 and $207,453 as of March 31, 2026 and December 31,2025, respectively. We have incurred net losses since our inception. For the three months ended March 31, 2026 and 2025, we incurred net losses attributable to FOXO of $1.5 million and $0.6 million, respectively. As of March 31, 2026, we had a working capital deficit of $27.1 million. Cash used in operations was $0.6 million and $1.3 million for the three months ended March 31, 2026 and 2025, respectively. We expect to incur additional losses in future periods. Our current revenue and operating cash flow is not adequate to fund our operations for the next twelve months and requires us to fund our business through other sources until the time we achieve adequate scale. Securing additional capital is necessary to execute our business strategy.

Current wording

For the six months ended June 30, 2026 and 2025, we incurred net income (loss) attributable to FOXO of $6.7 million and $(1.1) million, respectively. However, excluding the impact of the non-cash Management Contingent Share Plan forfeiture, the Company incurred a net loss attributable to FOXO of $2.4 million for the six months ended June 30, 2026. As of June 30, 2026, we had a working capital deficit of $35.9 million. Cash used in operations was $0.3 million and $3.7 million for the six months ended June 30, 2026 and 2025, respectively. We expect to incur additional losses in future periods. Our current revenue and operating cash flow is not adequate to fund our operations for the next twelve months and requires us to fund our business through other sources until the time we achieve adequate scale. Securing additional capital is necessary to execute our business strategy.

Previous wording

As of March 31, 2026, the total principal balance of third-party promissory notes payable was $3.2 million, which was net of $0.1 million of debt discounts. In addition, $0.2 million of accrued interest was owed on these notes.

Current wording

As of June 30, 2026, the total principal balance of third-party promissory notes payable was $11.6 million, which was net of $0.1 million of debt discounts. In addition, $0.2 million of accrued interest was owed on these notes.

Previous wording

During the three months ended March 31, 2026, we entered into five third-party promissory notes with principal balances totaling $0.8 million and we issued 150 million shares of our Class A Common Stock valued at $15,000 as an inducement to the issuance of one of these promissory notes with a principal balance of $115,000. In addition, the Company had outstanding obligations to issue an additional 21,985 shares of its Class A Common Stock as inducements and commitment shares under the terms of promissory notes issued in prior periods.

Current wording

During the six months ended June 30, 2026, we issued 50,000 shares of our Class A Common Stock valued at $15,000 as an inducement to the issuance of a promissory note with a principal balance of $115,000 dated March 2, 2026, and on April 27, 2026, we issued an additional 50,000 shares of our common stock valued at $15,000 for the extension of the maturity date of the promissory note.

Previous wording

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.

Current wording

During the six months ended June 30, 2025, we issued 330 shares of our Class A Common Stock for conversions and exchanges of $1.9 million of promissory notes payable and related accrued interest, including the Western Note Payable (“the Western Note”) discussed below. In addition, during the six months ended June 30, 2025, we issued 11 shares of our Class A Common Stock as inducements and commitment shares under the terms of various promissory notes

Previous wording

In February 2025, the Western Note Payable (the “Western Note”), which we assumed when we acquired SCCH, was sold to a new third party 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, totaled $1.1 million, the maturity date was February 26, 2026 and the note 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 year ended December 31, 2025, Silverback converted $0.5 million of the principal balance of the Western Note into 318,171 shares of our Class A Common Stock. The Western Note is currently in default as Silverback failed to make further payments to Western Healthcare, LLC and it is probable that no further conversions of the principal balance into shares of our Class A Common Stock will take place.

Current wording

In February 2025, the Western Note, which we assumed when we acquired SCCH, was sold to a new third party 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, totaled $1.1 million, the maturity date was February 26, 2026 and the note was convertible into shares of our Class A Common Stock at a conversion price equal to 90% of the average VWAP for the five trading days prior to conversion. During the six months ended June 30, 2025, Silverback converted $0.5 million of the principal balance of the Western Note into 106 shares of our Class A Common Stock leaving a principal balance outstanding of $0.6 million. The Western Note is currently in default as Silverback failed to make further payments to Western Healthcare, LLC and it is probable that no further conversions of the principal balance into shares of our Class A Common Stock will take place.

Previous wording

In January 2025, we exchanged all outstanding Senior PIK Notes (including all accrued and unpaid interest) (which total value was $5.4 million on the date of the exchange) into 3.457.5 shares of our Series B Preferred Stock with a total stated value of $3.5 million. As a result of the exchange, during the three months ended March31, 2025, the Company recorded a gain from extinguishment of the Senior PIK Notes of $1.9 million,

Current wording

In January 2025, we exchanged all outstanding Senior PIK Notes (including all accrued and unpaid interest) (which total value was $5.4 million on the date of the exchange) into 3,457.5 shares of our Series B Preferred Stock with a total stated value of $3.5 million. As a result of the exchange, during the six months ended June 30, 2025, the Company recorded a gain from extinguishment of the Senior PIK Notes of $1.9 million,

Previous wording

At March 31, 2026, $2.5 million of the outstanding principal balance and associated one-time accrued interest of third-party promissory notes (excluding the Western Note, which was purchased by a third party that failed to make further payments to Western Healthcare LLC and it is probable that no further conversions of the principal balance into shares of our Class A Common Stock will take place) were convertible into 19.7 billion shares of our Class A Common Stock per the conversion terms of the notes. One other promissory note outstanding at March 31, 2026, was convertible but only in the event of an event of default as that term is defined in the applicable agreement. Each of these notes is more fully discussed in the Note 9 to the accompanying unaudited condensed consolidated financial statements.

Current wording

At June 30, 2026, $2.4 million of the outstanding principal balance and associated one-time accrued interest of third-party promissory notes (excluding the Western Note, which was purchased by a third party that failed to make further payments to Western Healthcare LLC and it is probable that no further conversions of the principal balance into shares of our Class A Common Stock will take place) were convertible into 8.8 million shares of our Class A Common Stock per the conversion terms of the notes. Each of these notes is more fully discussed in Note 9 to the accompanying unaudited condensed consolidated financial statements.

Previous wording

On September 10, 2024, we issued a note payable that had a maturity date of September 10, 2026 to RHI in the principal amount of $22.0 million for the purchase of RCHI. During December, 2024, we exchanged $21.0 million of the promissory note owed to RHI for 21,000 shares of our Series A Preferred Stock with a stated value of $1,000 per share and we issued to RHI a new promissory note in the principal amount of $1.0 million due on June 5, 2025. At March 31, 2026, the note is in default and the Company is in discussions with RHI about extending the maturity date of the note which extension we expect to receive. During the year ended December 31, 2025, we issued an additional note payable to RHI in the principal amount of $6.1 million for additional purchase price consideration for the purchase of RCHI, of which $5.0 million was exchanged for 5,000 shares of our Series A Preferred Stock with a stated value of $1,000 per share on August 18, 2025 leaving an additional note due to RHI at December 31, 2025 of $1.1 million. During the three months ended March 31, 2026, we increased the additional note payable to RHI by $50,608 for additional purchase price consideration for the purchase of RCHI.

Current wording

On September 10, 2024, we issued a note payable that had a maturity date of September 10, 2026 to RHI in the principal amount of $22.0 million for the purchase of RCHI. During December, 2024, we exchanged $21.0 million of the promissory note owed to RHI for 21,000 shares of our Series A Preferred Stock with a stated value of $1,000 per share and we issued to RHI a new promissory note in the principal amount of $1.0 million due on June 5, 2025. At June 30, 2026, the note is in default and the Company is in discussions with RHI about extending the maturity date of the note which extension we expect to receive. During the year ended December 31, 2025, we issued an additional note payable to RHI in the principal amount of $6.1 million for additional purchase price consideration for the purchase of RCHI, of which $5.0 million was exchanged for 5,000 shares of our Series A Preferred Stock with a stated value of $1,000 per share on August 18, 2025 leaving an additional note due to RHI at December 31, 2025 of $1.1 million. During the six months ended June 30, 2026, we increased the additional note payable to RHI by $0.1 million for additional purchase price consideration for the purchase of RCHI for a balance of $1.2 million at June 30, 2026.

Previous wording

In addition, to the notes and loan discussed in the paragraph above, we have outstanding at March 31, 2026: (i) a note payable to RHI in the amount of $264,565 for the purchase of Myrtle; (ii) a note payable to RHI in the original amount of $1.6 million, which was the amount owed by Myrtle to RHI on the date that we acquired Myrtle, which balance was $1.4 million at March 31, 2026; (iii) a loans payable to RHI in the amount of $0.7 million for working capital purposes; and (iv) we have outstanding at March 31, 2026, three additional promissory notes payable to related parties totaling $0.8 million. The total amount of notes and loans payable owed to RHI and its subsidiaries from the Company and its subsidiaries at March 31, 2026 was $4.5 million. Each of these notes is more fully discussed in the Note 9 to the accompanying unaudited condensed consolidated financial statements.

Current wording

In addition, to the notes and loan discussed in the paragraph above, we have outstanding at June 30, 2026: (i) a note payable to RHI in the amount of $264,565 for the purchase of Myrtle; (ii) a note payable to RHI in the original amount of $1.6 million, which was the amount owed by Myrtle to RHI on the date that we acquired Myrtle, which balance was $1.3 million at June 30, 2026; (iii) a loans payable to RHI in the amount of $1.0 million for working capital purposes; and (iv) we have outstanding at June 30, 2026, three additional promissory notes payable to related parties totaling $0.8 million. The total amount of notes and loans payable owed to RHI and its subsidiaries from the Company and its subsidiaries at June 30, 2026 was $4.7 million. Each of these notes is more fully discussed in Note 9 to the accompanying unaudited condensed consolidated financial statements.

Previous wording

At March 31, 2026, we had outstanding $82,236 of other loans consisting of a loan assumed in the acquisition of Vector with a balance of $28,823 and a loan that was issued under an accounts receivable sales agreement with a balance of $53,413.

Current wording

At June 30, 2026, we had outstanding a loan issued under an accounts receivable sales agreement of $22,131 and a credit line assumed in the acquisition of Vector with a balance of $20,827.

Previous wording

As of March 31, 2026, we had outstanding shares of preferred stock consisting of: (i) 19,233 shares of our Series A Preferred Stock that were issued for the purchase of RCHI and for cash investment; (ii) 3,245 shares of our Series B Preferred Stock that were issued in exchange for the Senior PIK Notes; (iii) 304 shares of our Series C Preferred Stock, a portion of which were issued for cash and a portion of which were issued in exchange of our Series B Preferred Stock; (iv) 4,312 shares of our Series D Preferred Stock that were issued for settlement of legal fees and accrued expenses; and (v) 68,000 shares of our Series E Preferred Stock, 60,000 of which were issued for the acquisition of Vector and 8,000 of which were issued to RHI for payment of $0.2 million of a note payable. All our outstanding shares of preferred stock have a stated value of $1,000 per share except for our Series E Preferred Stock, which has a stated value of $25 per share.

Current wording

As of June 30, 2026, we had outstanding shares of preferred stock consisting of: (i) 11,420 shares of our Series A Preferred Stock that were issued for the purchase of RCHI and for cash investment, which amount is net of conversions into common stock and exchanges for notes payable; (ii) 3,245 shares of our Series B Preferred Stock that were issued in exchange for the Senior PIK Notes; (iii) 304 shares of our Series C Preferred Stock, a portion of which were issued for cash and a portion of which were issued in exchange of our Series B Preferred Stock; (iv) 4,712 shares of our Series D Preferred Stock of which 4,312 were issued for settlement of legal fees and accrued expenses and 400 shares that were issued in lieu of common stock for finder’s fees in connection with debt financings; and (v) 68,000 shares of our Series E Preferred Stock, 60,000 of which were issued for the acquisition of Vector and 8,000 of which were issued to RHI for payment of $0.2 million of a note payable. All our outstanding shares of preferred stock have a stated value of $1,000 per share except for our Series E Preferred Stock, which has a stated value of $25 per share.

Previous wording

The following table summarizes our cash flow data for the three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our cash flow data for the six months ended June 30, 2026 and 2025:

Previous wording

Investing activities used $3,995 and $0 in the three months ended March 31, 2026 and 2025, respectively. The cash used in investing activities for the three months ended March 31, 2026 resulted from purchases of property and equipment.

Current wording

Investing activities used $9,374 and $14,900 in the six months ended June 30, 2026 and 2025, respectively. The cash used in investing activities resulted from purchases of property and equipment.

Previous wording

Net cash provided by financing activities for three months ended March 31, 2026 was $0.4 million compared to $1.3 million for the three months ended March 31, 2025. Net cash provided by financing activities for the three months ended March 31, 2026, included $0.7 million from the issuances of third party notes payable and $1.2 million of borrowings from related party loans and note payable, partially offset by $1.1 million of payments of related party loans and note payable, $0.2 million of payments of third party notes payable and $0.2 of payments on other loans. Net cash provided by financing activities for the three months ended March 31, 2025, included $1.0 million and $0.3 million from the issuances of third party notes payable and borrowings under a related party note payable, respectively, $0.3 million from other loans and $44,825 from the issuance of shares of preferred stock, partially offset by $0.2 million of payments on other loans and $46,322 of payments of a note payable.

Current wording

Net cash provided by financing activities for six months ended June 30, 2026 was $0.1 million compared to $4.0 million for the six months ended June 30, 2025. Net cash provided by financing activities for the six months ended June 30, 2026, included $1.3 million from the issuances of third party notes payable and $2.1 million of borrowings from related party loans and note payable, partially offset by $2.4 million of payments of related party loans and note payable, $0.7 million of payments of third party notes payable and $0.2 million of payments on other loans. Net cash provided by financing activities for the six months ended June 30, 2025, included $3.1 million from the issuances of preferred stock, $1.1 million from the issuances of third party notes payable and $0.3 million from other loans, partially offset by $0.3 million of payments on other loans and $0.1 million of payments of third party notes payable.

Previous wording

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.

Current wording

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 June 30, 2026 and December 31, 2025, $2.3 million and $1.9 million, respectively, of Medicare cost report settlement liabilities were recorded.

Previous wording

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.

Current wording

The Company has recorded minor revenues from its Labs segment during the three and six months ended June 30, 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.

Previous wording

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.

Current wording

During the three months ended June 30, 2026 and 2025, estimated contractual allowances and implicit price concessions of $21.1 million and $ 17.2 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 and during the six months ended June 30, 2026 and 2025, estimated contractual allowances and implicit price concessions of $40.6 million and $34.7 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 June 30, 2026 and 2025, the Company recorded healthcare net revenues of $4.5 million and $5.2 million, respectively and for the six months ended June 30, 2026 and 2025, $9.3 million and $8.4 million, respectively. The Company continues to review the provisions for contractual allowances and implicit price concessions.

Previous wording

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.

Current wording

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 and six months ended June 30, 2026 and 2025.

Previous wording

Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. This risk is amplified by our current need to secure additional capital which efforts have been hindered by our inability to get approval from FINRA to complete that Corporate Action approval to execute a reverse split of our common shares on a timely basis. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, Medicare and Medicaid cost reimbursement, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, a resurgence of the COVID-19 pandemic and/or the emergence of new variants or new pandemics, cyber security risks and geopolitical instability. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business.

Current wording

Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. This risk is amplified by our current need to secure additional capital. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, Medicare and Medicaid cost reimbursement, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, a resurgence of the COVID-19 pandemic and/or the emergence of new variants or new pandemics, cyber security risks and geopolitical instability. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business.