Cover - $ / shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2025 |
May 16, 2025 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q/A | |
| Amendment Flag | true | |
| Amendment Description | This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of FOXO Technologies Inc. (the “Company”) for the three months ended March 31, 2025 filed with the Securities and Exchange Commission on May 20, 2025 (the “Original 10-Q”). On August 14, 2025, after review and consideration of the errors described below, the Board of Directors of the Company (the “Board”) concluded that the Company’s financial statements for the three months ended March 31, 2025 (the “March 31, 2025 Financial Statements”) could no longer be relied upon as being in compliance with generally accepted accounting principles. Accordingly, the Company is restating the March 31, 2025 Financial Statements. On August 14, 2025, the Board concluded that the March 31, 2025 Financial Statements should no longer be relied upon because of an error in those financial statements relating to the Company’s accounting for measurement-period purchase price consideration owed in connection with the Company’s acquisition on September 10, 2024 of Rennova Community Health, Inc. (“RCHI”) from Rennova Health, Inc. (“RHI”). In connection with the preparation of the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2025, the Company determined that certain measurement-period purchase price consideration that had been settled as of March 31, 2025, should have been recorded in its financial statements at March 31, 2025 under the terms of the purchase agreement as follows: On June 10, 2024, the Company entered into a stock exchange agreement dated June 10, 2024, (the “RCHI Agreement”), as amended and restated on September 10, 2024 (the “RCHI SEA”), which provided for RHI to exchange all of the outstanding shares of its subsidiary RCHI, including RCHI’s subsidiary Scott County Community Hospital, Inc. (“SCCH”), for a combination of equity and debt of the Company. Per the terms of the RCHI SEA, in the event that the Company at any time after June 10, 2024 and during the twelve months thereafter, entered into any agreement or settlement agreement with any pre-existing holder of debt or other liability owed by the Company above $5.0 million (cumulative) then the consideration payable to RHI shall increase on a dollar-for-dollar basis for the aggregate settlement amount above $5.0 million. As of the September 10, 2024 acquisition date, the full scope of the Company’s obligations to pre-existing debt holders or other creditors was not determinable, as negotiations with creditors and debt holders remained open and unresolved. However, as of March 31, 2025, the Company had fully settled $5.1 million of cumulative debts and liabilities above $5.0 million, so the Company should have recorded the additional purchase price consideration of $5.1 million for those completed settlements as a liability in its financial statements at March 31, 2025. Accounting Standards Codification 805-10-25-13 through 25-20, states a business combination allows for a measurement period of up to one year following the acquisition date to adjust provisional amounts based on new information about facts and circumstances that existed as of the acquisition date. The obligation to increase the purchase price consideration based on settlements with pre-acquisition debt holders and creditors represents a contingent liability that: 1. Existed as of the acquisition date- as the debts were pre-existing and known in general terms. 2. The total liability payable could not be reasonably estimated at the time of acquisition due to ongoing negotiations, an expectation that the numbers payable would change and lack of final payment or settlement. In fact, the liability only materialized at the time of settlement/payment as has been demonstrated by several adjustments at that point for some of the qualifying liabilities. 3. It was based on terms outlined in the acquisition agreement, which anticipated measurement at one-year post-acquisition. It was expected that all matters could be resolved and finalized in one year, but that time frame has proved ambitious with a number of identified items remaining open past the one-year timeframe. 4. Was resolved within the measurement period via settlement agreements that reflected facts and circumstances that existed as of the acquisition date but often reflected an adjustment (to the advantage of the Company) from the liability in our records. Based on the accounting guidance noted above, the Company is amending this Quarterly Report on Form 10-Q for the three months ended March 31, 2025 to record the portion of the provisional purchase price obligation that was settled as of March 31, 2025. The settlement amount of $5.1 million has been recorded at March 31, 2025 as an increase in goodwill and a payable to RHI for the purchase of RCHI. The correction of the error impacted the unaudited condensed consolidated balance sheet, the acquisition footnote, the related parties’ payables and accrued expenses footnote, the supplemental disclosure of cash flow information and the disclosure of working capital deficit in the footnotes and in Management Discussion and Analysis at March 31, 2025. The correction of the error did not impact the statement of operations, stockholders’ equity, total cash flows, net loss or comprehensive loss. | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Mar. 31, 2025 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2025 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity File Number | 001-39783 | |
| Entity Registrant Name | FOXO TECHNOLOGIES INC. | |
| Entity Central Index Key | 0001812360 | |
| Entity Tax Identification Number | 85-1050265 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Address, Address Line One | 477 South Rosemary Avenue | |
| Entity Address, Address Line Two | Suite 224 | |
| Entity Address, City or Town | West Palm Beach | |
| Entity Address, State or Province | FL | |
| Entity Address, Postal Zip Code | 33401 | |
| City Area Code | (612) | |
| Local Phone Number | 800-0059 | |
| Title of 12(b) Security | Class A Common Stock, par value $0.0001 | |
| Trading Symbol | FOXO | |
| Security Exchange Name | NYSEAMER | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Elected Not To Use the Extended Transition Period | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 3,321,429 | |
| Entity Listing, Par Value Per Share | $ 0.0001 |