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.