Matthew Rovorgian

- FOXO Technologies Inc. completed the **acquisition of Vector Biosource Inc.** on **September 19, 2025**, following a Stock Purchase Agreement entered into on **September 9, 2025**.  **[1812360_0001493152-25-014507_ex99-2.htm:0]** **[1812360_0001493152-25-014507_form8-k.htm:1]** 
- The initial purchase price included **$500,000 in cash**, **60,000 shares of Series E Cumulative Redeemable Secured Preferred Stock** ($1.5 million stated value), and **warrants to purchase up to $2 million of the Company's common stock**.  **[1812360_0001493152-25-014507_ex99-2.htm:0]** **[1812360_0001493152-25-014507_form8-k.htm:1]** 
- An additional **up to 80,000 shares of Series E Preferred Stock** (up to $2.0 million in stated value) are contingent on future revenue and cash collection milestones, and FOXO will fund **up to $1.2 million** for Vector's growth initiatives.  **[1812360_0001493152-25-014507_ex99-2.htm:0]** 
- Vector Biosource Inc. reported **net revenues of approximately $225,000** for **Q2 2025**.  **[1812360_0001493152-25-014507_ex99-2.htm:0]** 
- The Series E Preferred Stock and warrants were issued as **unregistered sales of equity securities**, relying on exemptions from registration requirements.  **[1812360_0001493152-25-014507_form8-k.htm:2]**

FOXO Technologies Completes Acquisition of Vector Biosource Inc.

- **FOXO Technologies Inc.** entered into a **Stock Purchase Agreement (SPA)** on **September 9, 2025**, to acquire **Vector BioSource Inc.**.  **[1812360_0001493152-25-013552_form8-k.htm:1]** 
- The consideration for the acquisition includes **$500,000 in cash**, **60,000 shares of Series E Cumulative Redeemable Secured Preferred Stock**, and **three-year warrants to purchase up to $2,000,000 of Class A Common Stock**.  **[1812360_0001493152-25-013552_form8-k.htm:1]** 
- An additional **80,000 shares of Series E Preferred Stock** are contingent on **Vector BioSource Inc.** achieving at least **$4,000,000 in Qualifying Revenue** during the 12-month period between the first and second anniversary of the closing.  **[1812360_0001493152-25-013552_form8-k.htm:1]** 
- The closing of the SPA is subject to conditions, including completion of due diligence, finalization of warrant terms and employment agreements, and funding of up to **$1.2 million** for Vector's cash requirements.  **[1812360_0001493152-25-013552_form8-k.htm:1]**

FOXO Technologies Inc. to acquire Vector BioSource Inc.

- FOXO Technologies Inc. announced on **September 11, 2025**, that it has signed a stock purchase agreement to acquire **Vector Biosource Inc.**, a provider of information, data, and biospecimen sourcing for the biotechnology, clinical research, and pharmaceutical research industries.  **[1812360_0001493152-25-013398_ex99-1.htm:0]** **[1812360_0001493152-25-013398_form8-k.htm:1]** 
- Vector Biosource Inc. generated **net revenues of approximately $225,000** in **Q2 2025** and is expected to grow significantly post-acquisition.  **[1812360_0001493152-25-013398_ex99-1.htm:0]** 
- The expected purchase price includes **$500,000 in cash**, **60,000 shares of Series E Cumulative Redeemable Secured Preferred Stock** ($1.5 million in stated value), and **warrants to purchase $2 million of common stock**.  **[1812360_0001493152-25-013398_ex99-1.htm:0]** 
- Up to an additional **80,000 shares of Series E Preferred Stock** (up to $2.0 million in stated value) are contingent on Vector achieving certain revenue and cash collection milestones.  **[1812360_0001493152-25-013398_ex99-1.htm:0]** 
- FOXO has also agreed to fund up to **$1.2 million** for Vector's growth initiatives.  **[1812360_0001493152-25-013398_ex99-1.htm:0]**

FOXO TECHNOLOGIES (FOXO)