- FOXO Commences its Inaugural Managing General Agency (“MGA”)
Relationship with a Full Suite of Life Insurance Products Bundled
with the FOXO Longevity Report™
- FOXO Technologies Inc. to Trade on the NYSE American Under the
Ticker Symbols “FOXO” Beginning Friday, September 16th
FOXO Technologies Inc. ("FOXO" or the “Company”), a technology
platform company whose products and services seek to address
long-standing, core problems within the life insurance industry
through epigenetic longevity science, today announced the
completion of its business combination (the “Business Combination”)
with Delwinds Insurance Acquisition Corp. (NYSE: DWIN)
(“Delwinds”), a publicly traded special purpose acquisition
company.
The products and services FOXO is developing combine longevity
science with life insurance to: (i) support consumer health and
wellness engagement, and (ii) simplify the consumer underwriting
journey.
The combined company will operate under the name “FOXO
Technologies Inc.,” and will be led by Chief Executive Officer Jon
Sabes. Commencing at the open of trading on September 16, 2022,
FOXO’s Class A common stock are expected to trade on the NYSE
American exchange under the symbol “FOXO”. FOXO’s warrants will
continue to trade on the NYSE exchange under the symbol “FOXO WS”,
and it is anticipated that trading of the warrants will move to the
NYSE American exchange shortly. Upon the consummation of the
Business Combination, each outstanding unit of Delwinds was
automatically separated into one share of Delwinds Class A common
stock and one half of one Delwinds warrant and each share of
Delwinds class A common stock and each whole warrant of Delwinds
was exchanged for one FOXO common share and one FOXO warrant,
exercisable into shares of FOXO Class A common stock, respectively.
The warrant exercise price for each FOXO warrant is $11.50.
The transaction was approved by Delwinds’ stockholders at its
special meeting held on September 14, 2022. Over 91% of the votes
cast on the business combination proposal at the special meeting
were cast in favor of approving the business combination.
“The completion of this merger is a significant step forward in
our mission to make healthy longevity fundamental to the promise of
every life insurance policy sold,” said Jon Sabes, Founder and CEO
of FOXO. “Our entry into the public markets strengthens our ability
to commercialize our molecular biomarkers of health, aging and
mortality with epigenetic technology. The recent signing of our
inaugural MGA agreement with the Assurity Life Insurance Company1
allows www.FOXOLife.com to begin marketing and selling a full suite
of life insurance products with our FOXO Longevity
Report™. The Business Combination also occurs as we
prepare to complete research that we expect will lead to the
opportunity to introduce new saliva-based underwriting protocols
next year. These two initiatives represent critical milestones
towards our overall goals. We are grateful for the support of the
Delwinds leadership team and stockholders throughout this
transaction and are more committed than ever to providing lasting
value to our customers, our stockholders, and our partners."
Andrew J. Poole, Chairman and CEO of Delwinds commented: “With
this milestone concluded, FOXO has a number of pivotal developments
ahead, including its pioneering application of epigenetic science
to measure human health and longevity through molecular biomarkers
and commercializing saliva-based underwriting technology for the
life insurance industry. Having had the opportunity to work closely
with the FOXO team these past months, our belief in FOXO’s value
proposition and market opportunity have only grown.”
Additional details on the business combination can be found in
Delwinds’ Proxy Statement/Prospectus relating to the business
combination.
Advisors
Cantor Fitzgerald acted as Capital Markets Advisors to Delwinds.
Ellenoff, Grossman & Schole LLP acted as legal advisor to
Delwinds. Mitchell Silberberg & Knupp LLP and Stinson LLP acted
as legal advisors to FOXO.
About FOXO Technologies Inc. (“FOXO”)
FOXO is a technology platform company focused on commercializing
longevity science through products and services that serve the life
insurance industry. FOXO's epigenetic technology applies AI to DNA
methylation to identify molecular biomarkers of human health and
aging. FOXO seeks to modernize the life insurance industry by
simplifying the consumer underwriting journey with saliva-based
biomarkers and enhancing life insurance’s consumer value
proposition with the FOXO Longevity Report. For more information
about FOXO, visit www.foxotechnologies.com. For more information
about FOXO Life, visit www.foxolife.com. For investor information
and updates, visit https://foxotechnologies.com/investors/.
About Delwinds Insurance Acquisition Corp.
(“Delwinds”)
Delwinds is a special purpose blank check company formed to
effectuate a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses (a “business combination”). Delwinds’
Chairman and Chief Executive Officer is Andrew J. Poole. For more
information on Delwinds, visit www.delwinds.com.
Forward Looking Statements
Certain statements included in this press release are not
historical facts and are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. All statements, other than
statements of present or historical fact included in this press
release, regarding the Company’s strategy, future operations, and
prospects are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of management of the
Company and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on
as, a guarantee, an assurance, a prediction, or a definitive
statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of the Company. These forward-looking statements are
subject to a number of risks and uncertainties, including changes
in the competitive and highly regulated industries in which the
Company operates, variations in operating performance across
competitors, changes in laws and regulations affecting the
Company’s business; failure to realize the anticipated benefits of
the transaction; the risk that FOXO has a history of losses and the
Company may not achieve or maintain profitability in the future;
the ability to implement business plans, forecasts, and other
expectations after the transaction, and identify and realize
additional opportunities; potential inability of the Company to
establish or maintain the managing general agency, insurance
carrier or other relationships required to advance its goals or to
achieve its commercialization and development plans; the
enforceability of the Company’s intellectual property, including
its patents and the potential infringement on the intellectual
property rights of other; the risk of downturns and a changing
regulatory landscape in the highly competitive biotechnology
industry or in the markets or industries in which the Company’s
prospective customers operate, including the highly regulated
insurance industry; the approval of the NYSE to list for trading
FOXO’s warrants on the NYSE American exchange and those factors
discussed in Delwinds’ Registration Statement on Form S-4, under
the heading “Risk Factors,” and other documents Delwinds has filed,
or the Company will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the
Company does not presently know, or that the Company currently
believes are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect the Company’s
expectations, plans, or forecasts of future events and views as of
the date of this press release. The Company anticipates that
subsequent events and developments will cause its assessments to
change. However, while the Company may elect to update these
forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the Company’s assessments of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
1 Assurity is a marketing name for the mutual holding company
Assurity Group, Inc. and its subsidiaries. Those subsidiaries
include but are not limited to: Assurity Life Insurance Company and
Assurity Life Insurance Company of New York. Insurance products and
services are offered by Assurity Life Insurance Company in all
states except New York. In New York, insurance products and
services are offered by Assurity Life Insurance Company of New
York, Albany, NY. Product availability, features and rates may vary
by state.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220916005070/en/
Investor Relations Cody Slach, Matthew Hausch Gateway
Investor Relations (949) 574-3860 FOXO@gatewayir.com
Media & Public Relations ASTRSK PR
foxo@astrskpr.com
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