OTC: FOXOW

Segments

The
Company manages and classifies its business into three reportable business segments: (i) Healthcare, (ii) Life Science Services and (iii)
Labs. Myrtle, RCHI and SCCH operate under the Healthcare segment and Vector operates under the Life Science Services segment. Previously,
Labs consisted of Labs and Life, which were treated as separate segments, however, with the acquisition of Myrtle in June 2024, the Company’s
operational focus shifted such that it was appropriate to combine its Labs and Life segments during the second quarter of 2024 and to
rename the combined segment as Labs.

(i)
Healthcare

Our
Healthcare segment began with the acquisition of Myrtle on June 14, 2024, and includes RCHI, which was acquired on September 10, 2024.
Myrtle offers behavioral health services, primarily substance use disorder treatments and services that are provided on either an inpatient,
residential basis or an outpatient basis. RCHI’s hospital, SCCH, doing business as Big South Fork Medical Center (“BSF”),
has 25 inpatient beds, and a 24/7 emergency department and provides ancillary services, including laboratory, radiology, respiratory
and pharmacy services. BSF is designated as a Critical Access Hospital (rural) hospital. On January 20, 2026, the Company announced that
BSF expanded its clinical capabilities through the addition of tele-specialty services and cardiac diagnostics.

1

(ii)
Life
Science Services

Our
Life Science Services segment services the biotechnology, clinical research and pharmaceutical research industries focusing on the development
and distribution of high-quality biological materials that support research, diagnostics and emerging therapeutic applications for every
stage of life science research.

(iii)
Labs

Our
Labs segment is commercializing proprietary epigenetic biomarker technology to be used for underwriting risk classification in the global
life insurance industry. Our innovative biomarker technology enables the adoption of new saliva-based health and wellness biomarker solutions
for underwriting and risk assessment. Our research demonstrates that epigenetic biomarkers, collected from saliva, provide measures of
individual health and wellness for the factors used in life insurance underwriting traditionally obtained through blood and urine specimens

Current
Business Strategy

Myrtle
Recovery Centers, Inc.

Myrtle
was formed in the second quarter of 2022 to pursue opportunities in the behavioral health sector, including substance use disorder treatment,
initially in rural markets. Services are provided on either an inpatient, residential basis or an outpatient basis.

Myrtle
was granted a license by the Department of Mental Health and Substance Abuse Services of Tennessee to operate an alcohol and drug treatment
facility in Oneida, Tennessee. The facility, which is located at BSF’s campus, commenced operations and began accepting patients
on August 14, 2023. The facility offers alcohol and drug residential detoxification and residential rehabilitation treatment services
for up to 30 patients. On November 1, 2023, Myrtle began accepting patients at its Nonresidential Office-Based Opiate Treatment Facility
(“OBOT”). The OBOT is located adjacent to Myrtle’s alcohol and drug treatment facility in Oneida, Tennessee
and complements the existing residential rehabilitation and detoxification services offered at Myrtle.

We
plan to expand the Myrtle business model by acquiring additional operating facilities and by replicating the current model in other rural
hospital properties or suitable premises.

Rennova
Community Health, Inc.

BSF
is an east Tennessee based Critical Access designated (CAH) 25-bed hospital licensed by the state of Tennessee, offering quality healthcare
services for Oneida and the surrounding areas.

The
hospital first opened in late 1955 and was known as Scott County Community Hospital. The hospital has been operated by RCHI since August
2017.

We
plan to grow this division by expansion of services at its BSF campus and acquisitions in targeted areas.

Vector
BioSource Inc.

Vector
is focused on sourcing and distributing high-quality biological materials, such as blood and urine, and providing data services to the
pharmaceutical and biotechnology research sectors. It acts as a supplier to support clinical trials and biotechnology initiatives. Vector
has built a unique collection of and access to bio-samples from around the world, including tissues, bio-fluids (blood, serum, urine,
etc), and living cells (tumors, parasites, etc). Vector’s technology and logistics expertise allow it to rapidly source, preserve,
and index these samples for researchers, testing labs, and equipment manufacturers.

We
plan to grow this division by organic expansion of the current business and acquisition of similar or complementary businesses.

2

FOXO
Labs

Our
epigenetics subsidiary has served as a pioneer in the development and integration of epigenetic biomarkers into state-of-the-art underwriting
protocols and consumer engagement tools. We can use next-generation technology to transform human health and longevity.

Epigenetic
technology has been proven to provide health, lifestyle, and longevity insights that have never before been accessible to humans—from
just a single saliva sample. Using saliva-based epigenetic biomarkers, we can eliminate the need for invasive collection, allowing us
to provide scientists with advanced epigenetic testing services and bioinformatic tools that support groundbreaking research.

We
believe there is growing demand for direct-to-consumer wellness testing and epigenetic data analysis tools and are concentrating efforts
on: (1) our Bioinformatics Services offering, a suite of bioinformatic tools to help researchers process, analyze, and interpret epigenetic
data; and (2) research and development in the fields of health and wellness testing powered by machine learning and artificial intelligence
(including a potential AI platform for the delivery of health and well-being data-driven insights to individuals, healthcare professionals
and third-party service providers). To further these goals, we intend to leverage the extensive epigenetic data we have generated in
our clinical trials and the expertise of our team and continue building strategic alliances with new partners in academia, business,
healthcare and government. We also intend to frequently evaluate and develop commercialization opportunities for our product and service
offerings and our research findings.

The
USPTO has issued Notices of Allowance to us for two patents for the use of machine learning techniques to enable the commercialization
of epigenetic biomarkers. We believe that these patents will enhance management’s ability to protect a future health and well-being
AI platform, as discussed above, to the extent that we develop one. See “Business – Intellectual Property – Proprietary
Intellectual Property” below for more information.

The
Company continues to evaluate strategic alternatives for this division. Development and commercialization of the epigenetics business
requires substantial additional capital that the Company has not yet secured. Due to the lack of available capital and the absence of
a definitive timeline for bringing a revenue-generating product to market, intangible assets in this division have been fully impaired.
Potential future paths for this division could include partnerships with nutrients or wellness providers for development of consumer
interpretation products, joint ventures, or a sale of the business, although no decisions have been made and there can be no assurance
that any such transaction will occur.

Intellectual
Property

Our
approach to intellectual property is guided by the following strategic guidelines: create proprietary intellectual property that adds
value, credibility, and competitive advantage; file patents, if possible; and protect our intellectual property as trade-secrets where
meaningful patent protection cannot be achieved.

Proprietary
Intellectual Property

We
currently maintain significant trade-secret intellectual property regarding epigenetic biomarker technology. The following patent applications
were filed in the United States only with a non-publication request to prolong confidentiality and allow for an option to abandon one
or more in favor of trade secret protection:

●
Patent
Application USAN 16/579,777: “A Machine Learning Model Trained to Classify Risk Using DNA Epigenetic Data” (filed September
23, 2019).

●
Patent
Application USAN 16/579,818: “A Machine Learning Model Trained to Determine Biochemical State and/or Medical Condition Using
DNA Epigenetic Data” (filed September 23, 2019), which has been allowed.

●
Patent
Application USAN 16/591,296: “Synthetic Probe” (filed October 2, 2019), which has been allowed and for which the Company
received an Issue Notification.

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Licensed
Intellectual Property

We
have licensed “epigenetic clock” patent applications from UCLA for use in the life insurance industry, which we are no longer
pursuing. These licenses require us to achieve certain milestones and pay royalties for the commercial use of the technologies. Our licensed
technology includes:

●
Patent
Application USAN 17/282,318 entitled “DNA Methylation Biomarker of Aging for Human Ex Vivo and In Vivo Studies” (aka
“GrimAge”) (filed April 1, 2021).

●
Patent
Application USAN 16/963,065 entitled “Phenotypic Age and DNA Methylation Based Biomarkers for Life Expectancy and Morbidity”
(aka “PhenoAge”) (filed July 17, 2020).

Government
Regulation (Healthcare)

Overview

The
healthcare industry is governed by an extremely complex framework of federal, state and local laws, rules and regulations, and there
continues to be federal and state proposals that would, and actions that do, impose limitations on government and private payments to
providers. In addition, there regularly are proposals to increase co-payments and deductibles from patients. Facilities also are affected
by controls imposed by government and private payors designed to reduce admissions and lengths of stay. Such controls include what is
commonly referred to as “utilization review.” Utilization review entails the review of a patient’s admission and course
of treatment by a third party. Historically, utilization review has resulted in a decrease in certain treatments and procedures being
performed. Utilization review is required in connection with the provision of care which is to be funded by Medicare and Medicaid and
is also required under many managed care arrangements.

Many
states have enacted, or are considering enacting, additional measures that are designed to reduce their Medicaid expenditures and to
make changes to private healthcare insurance. Various states have applied, or are considering applying, for a waiver from current Medicaid
regulations in order to allow them to serve some of their Medicaid participants through managed care providers. These proposals may attempt
to include coverage for some people who presently are covered by Medicaid and generally could have the effect of reducing payments to
hospitals, physicians and other providers for the same level of service provided under Medicaid.

Healthcare
Facility Regulation

Certificate
of Need Requirements

A
number of states require approval for the purchase, construction or expansion of various healthcare facilities, including findings of
need for additional or expanded healthcare services. Certificates of Need (“CONs”), which are issued by governmental
agencies with jurisdiction over applicable healthcare facilities, are at times required for capital expenditures exceeding a prescribed
amount, changes in bed capacity or the addition of services and certain other matters. Tennessee, the state in which we currently operate
our facilities, has a CON law that applies to such facilities. States periodically review, modify and revise their CON laws and related
regulations. Any violation of state CON laws can result in the imposition of civil sanctions or the revocation of licenses for such facilities.
We are unable to predict whether our hospital will be able to obtain any CONs that may be necessary to accomplish their business objectives
in any jurisdiction where such certificates of need are required. In addition, future healthcare facility acquisitions also may occur
in states that require CONs.

Future
healthcare facility acquisitions also may occur in states that do not require CONs or which have less stringent CON requirements than
the state in which FOXO currently owns healthcare facilities. Any healthcare facility operated by the Company in such states may face
increased competition from new or expanding facilities operated by competitors, including physicians.

4

Utilization
Review Compliance and Hospital Governance

Healthcare
facilities are subject to, and are required to comply with, various forms of utilization review. In addition, under the Medicare, each
state must have a peer review organization to carry out a federally mandated system of review of Medicare patient admissions, treatments
and discharges in hospitals. Medical and surgical services are supervised by committees of staff doctors at each healthcare facility,
are overseen by each healthcare facility’s local governing board, the primary voting members of which are physicians and community
members and are reviewed by quality assurance personnel. The local governing boards also help maintain standards for quality care, develop
long-range plans, establish, review and enforce practices and procedures and approve the credentials and disciplining of medical staff
members.

Emergency
Medical Treatment and Active Labor Act

The
Emergency Medical Treatment and Active Labor Act (“EMTALA”) is a federal law that requires any hospital that participates
in the Medicare program to conduct an appropriate medical screening examination of every person who presents to the hospital’s
emergency department for treatment and, if the patient is suffering from an emergency medical condition or is in active labor, to either
stabilize that condition or make an appropriate transfer of the patient to a facility that can handle the condition. The obligation to
screen and stabilize emergency medical conditions exists regardless of a patient’s ability to pay for treatment. There are severe
penalties under EMTALA if a hospital fails to screen or appropriately stabilize or transfer a patient or if the hospital delays appropriate
treatment in order to first inquire about the patient’s ability to pay. Penalties for violations of EMTALA include civil monetary
penalties and exclusion from participation in the Medicare program, the Medicaid program or both. In addition, an injured patient, the
patient’s family or a medical facility that suffers a financial loss as a direct result of another hospital’s violation of
the law can bring a civil suit against that other hospital. Although we believe that we comply with EMTALA, we cannot predict whether
the Centers for Medicare & Medicaid Services (“CMS”) will implement new requirements in the future and whether
we will be able to comply with any new requirements.

Drugs
and Controlled Substances

Various
licenses and permits are required by our hospital to dispense narcotics. We are required to register our dispensing operation for permits
and/or licenses with, and comply with certain operating and security standards of, the United States Drug Enforcement Agency (“DEA”),
the Food and Drug Administration (“FDA”), state health departments and other state agencies.

Fraud
and Abuse, Anti-Kickback and Self-Referral Regulations

Participation
in the Medicare and/or Medicaid programs is heavily regulated by federal statutes and regulations. If we fail to comply substantially
with the numerous federal laws governing our businesses, our participation in the Medicare and/or Medicaid programs may be terminated
and/or civil or criminal penalties may be imposed. For example, a hospital may lose its ability to participate in the Medicare and/or
Medicaid programs if it:

●
makes
claims to Medicare and/or Medicaid for services not provided or misrepresents actual services provided in order to obtain higher
payments;

●
pays
money to induce the referral of patients or the purchase of items or services where such items or services are reimbursable under
a federal or state health program;

●
fails
to report or repay improper or excess payments; or

●
fails
to provide appropriate emergency medical screening services to any individual who comes to a hospital’s campus or otherwise
fails to properly treat and transfer emergency patients.

Hospitals
continue to be one of the primary focus areas of the federal Office of the Inspector General (“OIG”) and other governmental
fraud and abuse programs and the OIG has issued and periodically updates compliance program guidance for hospitals. Each federal fiscal
year, the OIG also publishes a General Work Plan that provides a brief description of the activities that the OIG plans to initiate or
continue with respect to the programs and operations of the Department of Health and Human Services (“HHS”) and details
the areas that the OIG believes are prone to fraud and abuse.

5

Sections
of the Anti-Fraud and Abuse Amendments to the Social Security Act, commonly known as the “anti-kickback” statute, prohibit
certain business practices and relationships that might influence the provision and cost of healthcare services reimbursable under Medicare,
Medicaid, TriCare or other healthcare programs, including the payment or receipt of remuneration for the referral of patients whose care
will be funded by Medicare or other government programs. Sanctions for violating the anti-kickback statute include criminal penalties
and civil sanctions, including fines and possible exclusion from future participation in government programs, such as Medicare and Medicaid.
HHS has issued regulations that create safe harbors under the anti-kickback statute. A given business arrangement that does not fall
within an enumerated safe harbor is not per se illegal; however, business arrangements that fail to satisfy the applicable safe harbor
criteria are subject to increased scrutiny by enforcement authorities.

The
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) broadened the scope of the fraud and abuse laws
by adding several criminal statutes that are not related to receipt of payments from a federal healthcare program. HIPAA created civil
penalties for proscribed conduct, including upcoding and billing for medically unnecessary goods or services. These laws cover all health
insurance programs, private as well as governmental. In addition, HIPAA broadened the scope of certain fraud and abuse laws, such as
the anti-kickback statute, to include not just Medicare and Medicaid services, but all healthcare services reimbursed under a federal
or state healthcare program. Finally, HIPAA established enforcement mechanisms to combat fraud and abuse. These mechanisms include a
bounty system where a portion of the payment recovered is returned to the government agencies, as well as a whistleblower program, where
a portion of the payment received is paid to the whistleblower. HIPAA also expanded the categories of persons that may be excluded from
participation in federal and state healthcare programs.

There
is increasing scrutiny by law enforcement authorities, the OIG, the courts and the U.S. Congress of arrangements between healthcare providers
and potential referral sources to ensure that the arrangements are not designed as mechanisms to exchange remuneration for patient-care
referrals and opportunities. Investigators also have demonstrated a willingness to look behind the formalities of a business transaction
and to reinterpret the underlying purpose of payments between healthcare providers and potential referral sources. Enforcement actions
have increased, as is evidenced by highly publicized enforcement investigations of certain hospital activities.

In
addition, provisions of the Social Security Act, known as the Stark Act, also prohibit physicians from referring Medicare and Medicaid
patients to providers of a broad range of designated health services with which the physicians or their immediate family members have
ownership or certain other financial arrangements. Certain exceptions are available for employment agreements, leases, physician recruitment
and certain other physician arrangements. A person making a referral, or seeking payment for services referred, in violation of the Stark
Act is subject to civil monetary penalties; restitution of any amounts received for illegally billed claims; and/or exclusion from future
participation in the Medicare program, which can subject the person or entity to exclusion from future participation in state healthcare
programs.

Further,
if any physician or entity enters into an arrangement or scheme that the physician or entity knows or should have known has the principal
purpose of assuring referrals by the physician to a particular entity, and the physician directly makes referrals to such entity, then
such physician or entity could be subject to a civil monetary penalty. Compliance with and the enforcement of penalties for violations
of these laws and regulations is changing and increasing. For example, CMS has issued a “self-referral disclosure protocol”
for hospitals and other providers that wish to self-disclose potential violations of the Stark Act and attempt to resolve those potential
violations and any related overpayment liabilities at levels below the maximum penalties and amounts set forth in the statute. In light
of the provisions of the Affordable Care Act that created potential liabilities under the federal False Claims Act (discussed below)
for failing to report and repay known overpayments and return an overpayment within 60 days of the identification of the overpayment
or the date by which a corresponding cost report is due, whichever is later, hospitals and other healthcare providers are encouraged
to disclose potential violations of the Stark Act to CMS. It is likely that self-disclosure of Stark Act violations will increase in
the future. Finally, many states have adopted or are considering similar legislative proposals, some of which extend beyond the Medicaid
program, to prohibit the payment or receipt of remuneration for the referral of patients and physician self-referrals regardless of the
source of the payment for the care.

The
Federal False Claims Act and Similar State Laws

The
federal False Claims Act prohibits providers from, among other things, knowingly submitting false or fraudulent claims for payment to
the federal government. The False Claims Act defines the term “knowingly” broadly, and while simple negligence generally
will not give rise to liability, submitting a claim with reckless disregard to its truth or falsity can constitute the “knowing”
submission of a false or fraudulent claim for the purposes of the False Claims Act. The “qui tam” or “whistleblower”
provisions of the False Claims Act allow private individuals to bring actions under the False Claims Act on behalf of the government.
These private parties are entitled to share in any amounts recovered by the government, and, as a result, the number of “whistleblower”
lawsuits that have been filed against providers has increased significantly in recent years. When a private party brings a qui tam
action under the False Claims Act, the defendant will generally not be aware of the lawsuit until the government makes a determination
whether it will intervene and take a lead in the litigation. If a provider is found to be liable under the False Claims Act, the provider
may be required to pay up to three times the actual damages sustained by the government plus mandatory civil monetary penalties for each
separate false claim. The government has used the False Claims Act to prosecute Medicare and other government healthcare program fraud
such as coding errors, billing for services not provided, submitting false cost reports, and providing care that is not medically necessary
or that is substandard in quality.

6

HIPAA
Transaction, Privacy and Security Requirements

HIPAA
and federal regulations issued pursuant to HIPAA contain, among other measures, provisions that have required the Company to implement
modified or new computer systems, employee training programs and business procedures. The federal regulations are intended to encourage
electronic commerce in the healthcare industry, provide for the confidentiality and privacy of patient healthcare information and ensure
the security of healthcare information.

A
violation of the HIPAA regulations could result in civil money penalties per standard violated. HIPAA also provides for criminal penalties
and one year in prison for knowingly and improperly obtaining or disclosing protected health information, up to five years in prison
for obtaining protected health information under false pretenses and up to ten years in prison for obtaining or disclosing protected
health information with the intent to sell, transfer or use such information for commercial advantage, personal gain or malicious harm.
Since there is limited history of enforcement efforts by the federal government at this time, it is difficult to ascertain the likelihood
of enforcement efforts in connection with the HIPAA regulations or the potential for fines and penalties, which may result from any violation
of the regulations.

HIPAA
Privacy Regulations

HIPAA
privacy regulations protect the privacy of individually identifiable health information. The regulations provide increased patient control
over medical records, mandate substantial financial penalties for violation of a patient’s right to privacy and, with a few exceptions,
require that an individual’s individually identifiable health information only be used for healthcare-related purposes. These privacy
standards apply to all health plans, all healthcare clearinghouses and all healthcare providers, such as our healthcare facilities, that
transmit health information in an electronic form in connection with standard transactions and apply to individually identifiable information
held or disclosed by a covered entity in any form. These standards impose extensive administrative requirements on us and require compliance
with rules governing the use and disclosure of such health information, and they require our facilities to impose these rules, by contract,
on any business associate to whom we disclose such information in order to perform functions on our behalf. In addition, we are subject
to any state laws that are more restrictive than the privacy regulations issued under HIPAA. These laws vary by state and could impose
stricter standards and additional penalties.

The
HIPAA privacy regulations also require healthcare providers to implement and enforce privacy policies to ensure compliance with the regulations
and standards. We believe all of our facilities are in compliance with current HIPAA privacy regulations.

HIPAA
Electronic Data Standards

The
Administrative Simplification Provisions of HIPAA require the use of uniform electronic data transmission standards for all healthcare
related electronic data interchange. These provisions are intended to streamline and encourage electronic commerce in the healthcare
industry. Among other things, these provisions require us to use standard data formats and code sets established by HHS when electronically
transmitting information in connection with certain transactions, including health claims and equivalent encounter information, healthcare
payment and remittance advice and health claim status.

The
HHS regulations establish electronic data transmission standards that all healthcare providers and payors must use when submitting and
receiving certain electronic healthcare transactions. The uniform data transmission standards are designed to enable healthcare providers
to exchange billing and payment information directly with the many payors thereby eliminating data clearinghouses and simplifying the
interface programs necessary to perform this function. We believe that our management information systems comply with HIPAA’s electronic
data regulations and standards.

7

HIPAA
Security Standards

The
Administrative Simplification Provisions of HIPAA require the use of a series of security standards for the protection of electronic
health information. The HIPAA security standards rule specifies a series of administrative, technical and physical security procedures
for covered entities to use to assure the confidentiality of electronic protected health information. The standards are delineated into
either required or addressable implementation specifications. We believe we are in compliance with all the aspects of the HIPAA security
regulations.

HIPAA
National Provider Identifier

HIPAA
also required HHS to issue regulations establishing standard unique health identifiers for individuals, employers, health plans and healthcare
providers to be used in connection with standard electronic transactions. All healthcare providers, including our hospital, were required
to obtain a new National Provider Identifier (“NPI”) to be used in standard transactions instead of other numerical
identifiers by May 23, 2007. Our hospital implemented use of a standard unique healthcare identifier by utilizing its employer identification
number. HHS has not yet issued proposed rules that establish the standard for unique health identifiers for health plans or individuals.
Once these regulations are issued in final form, we expect to have approximately one to two years to become fully compliant but cannot
predict the impact of such changes at this time. We cannot predict whether our facilities may experience payment delays during the transition
to the new identifiers. HHS is currently working on the standards for identifiers for health plans; however, there are currently no proposed
timelines for issuance of proposed or final rules. The issuance of proposed rules for individuals is on hold indefinitely.

Medical
Waste Regulations

Our
operations, especially our hospital, generate medical waste that must be disposed of in compliance with federal, state and local environmental
laws, rules and regulations. Our operations are also generally subject to various other environmental laws, rules and regulations. Based
on our current level of operations, we do not anticipate that such compliance costs will have a material adverse effect on our cash flow,
financial position or results of operations.

Compliance
Program

The
Company continuously evaluates and monitors its compliance with all Medicare, Medicaid and other rules and regulations. The objective
of the Company’s compliance program is to develop, implement and update compliance safeguards as necessary. Emphasis is placed
on developing and implementing compliance policies and guidelines, personnel training programs and various monitoring and audit procedures
to attempt to achieve implementation of all applicable rules and regulations.

The
Company seeks to conduct its business in compliance with all statutes, regulations, and other requirements applicable to its operations.
The health care industry is, however, subject to extensive regulation, and many of these statutes and regulations have not been interpreted
by the courts. There can be no assurance that applicable statutes and regulations will not be interpreted or applied by a prosecutorial,
regulatory or judicial authority in a manner that would adversely affect the Company. Potential sanctions for violation of these statutes
and regulations include significant civil and criminal penalties, fines, exclusions from participation in government health care programs
and the loss of various licenses, certificates and authorizations necessary to operate as well as potential liabilities from third-party
claims, all of which could have a material adverse effect on the Company’s business.

Professional
Liability

As
part of our business, our facilities are subject to claims of liability for events occurring in the ordinary course of operations. Professional
malpractice liability insurance and general liability insurance policies are maintained in amounts which are required and/or commercially
available and believed to be sufficient for operations as currently conducted, although some claims may exceed the scope or amount of
the coverage in effect.

8

Environmental
Regulation

We
believe we are in substantial compliance with applicable federal, state and local environmental regulations. To date, compliance with
federal, state and local laws regulating the discharge of material into the environment or otherwise relating to the protection of the
environment have not had a material effect upon our results of operations, financial condition or competitive position. Similarly, we
have not had to make material capital expenditures to comply with such regulations.

Payment
for Services

The
Company’s healthcare operations depend significantly on continued participation in the Medicare and Medicaid programs and in other
government healthcare programs. In recent years, both governmental and private sector payers have made efforts to contain or reduce health
care costs, including reducing reimbursement for services.

Under
the Consolidated Appropriations Act of 2021, Congress adopted provisions to help protect patients against surprise bills and provide
more price transparency. Patients have new billing protections when receiving emergency care and non-emergency care from out-of-network
providers at in-network facilities. Excessive out-of-pocket costs are restricted and emergency services must continue to be covered without
any prior authorization and regardless of whether or not a provider or facility is in-network.

Further
healthcare reform could occur, including changes to the Affordable Care Act and Medicare reform, as well as administrative requirements
that may affect coverage, reimbursement and utilization of our hospitals in ways that are currently unpredictable.

Government
Regulation (Life Science Services)

Overview

Vector,
which operates the Life Science Services segment of the Company, sources and distributes human biological specimens for research use
only (“RUO”) purposes. Vector’s activities include coordinating the sourcing, handling, packaging, storage and distribution
of human biospecimens obtained through third party hospitals, laboratories, clinical partners and specimen providers.

Vector’s
operations are subject to a variety of federal, state, local and international laws and regulations governing the handling of biological
materials, workplace safety, transportation of regulated substances, privacy and data protection, and the import and export of biological
specimens. These regulations may apply to different aspects of Vector’s operations depending on the type of specimen involved,
the location where the specimen was collected and the jurisdiction through which specimens are transported.

The
regulatory environment applicable to biospecimen sourcing and distribution continues to evolve. The following discussion summarizes the
principal regulatory frameworks that affect Vector’s operations. This discussion does not purport to be a complete description
of all applicable laws and regulations.

FDA
Regulation

Vector
distributes human biological specimens for research use only and does not manufacture, process or distribute biological materials intended
for therapeutic use, transplantation, infusion or implantation into a human recipient. Certain human cells, tissues and cellular and
tissue-based products are regulated by the U.S. Food and Drug Administration under the Public Health Service Act and regulations codified
at 21 CFR Parts 1270 and 1271. These regulations apply primarily to human cells and tissues intended for implantation, transplantation,
infusion or transfer into a human recipient.

9

Vector’s
activities are limited to the sourcing and distribution of biological specimens for research purposes. Vector does not currently manufacture
biological products, perform diagnostic laboratory testing services or engage in activities requiring biologics license applications.

Vector
works with third party specimen providers and clinical partners that may maintain applicable regulatory registrations depending on the
nature of their activities. These partners are responsible for complying with regulatory requirements applicable to the collection and
handling of biological materials within their respective jurisdictions.

Failure
by Vector or its partners to comply with applicable regulatory requirements could result in enforcement actions by regulatory authorities,
including warning letters, administrative actions, fines or other penalties.

Transportation
and Shipping of Biological Materials

The
transportation of biological materials is regulated by the U.S. Department of Transportation under regulations governing the transportation
of hazardous materials and biological substances. These regulations establish requirements for the classification, packaging, labeling,
marking and documentation of certain biological materials that are transported by ground or air. For international air shipments, Vector
must also comply with the International Air Transport Association Dangerous Goods Regulations, which establish global standards for packaging,
labelling and documentation of biological materials transported by air. Vector utilizes specialized packaging and shipping containers
designed to maintain required temperature conditions and to comply with applicable shipping standards.

Failure
to comply with transportation regulations could result in shipment delays, fines, penalties or restrictions on the transportation of
biological materials.

Import
and Export Regulations

Vector
sources certain biological specimens internationally through partnerships with hospitals, laboratories and specimen providers located
outside the United States.

The
importation of biological materials into the United States may be regulated by several federal agencies depending on the nature of the
material involved. These agencies include:

●The Centers for
Disease Control and Prevention

●The U.S. Department
of Agriculture

●U.S. Customs and
Border Protection

These
regulatory frameworks govern the importation of certain biological agents, infectious materials and animal derived substances. In addition,
the export of biological materials from foreign jurisdictions may be subject to the laws and regulations in those jurisdictions. These
requirements may include donor consent requirements, ethical sourcing standards and export permit processes.

Failure
to comply with applicable import or export requirements could result in shipment delays, denial of entry for imported materials, fines
or other administrative actions.

Privacy
and Data Protection

Vector
may receive certain information associated with biological specimens sourced through its partners. Applicable privacy and data protection
laws may govern the collection, use and disclosure of certain types of personal information. Vector generally seeks to minimize the receipt
of personally identifiable information and typically works with de identified or coded data associated with biological specimens whenever
possible.

10

Privacy
regulations that may apply to aspects of Vector’s operations include the Health Insurance Portability and Accountability Act in
the United States and various state privacy laws governing personal information. International jurisdictions from which specimens are
sourced may also maintain data protection laws governing the handling of personal information.

Failure
to comply with applicable privacy laws could result in regulatory enforcement actions, fines, civil liability or reputational harm.

Workplace
Safety – Bloodborne Pathogens

Vector
personnel may handle blood and other biological materials in connection with specimen packaging, storage and shipping activities. These
activities are subject to the Occupational Safety and Health Administration Bloodborne Pathogens Standard, which establishes requirements
designed to protect workers from occupational exposure to bloodborne pathogens. The regulation requires employers to implement exposure
control plans, provide employee training and personal protective equipment and maintain records relating to occupational exposure incidents.

Failure
to comply with workplace safety regulations could result in citations, fines or other enforcement actions.

Clinical
Laboratory Improvement Amendments

The
Clinical Laboratory Improvement Amendments (“CLIA”) regulate laboratories that perform diagnostic testing on human specimens
for the purpose of providing information used in medical diagnosis, prevention or treatment. Vector currently operates as a biospecimen
sourcing and distribution organization and does not perform diagnostic laboratory testing services. Accordingly, Vector does not currently
operate laboratories subject to CLIA certification requirements.

If
Vector were to perform diagnostic testing services in the future, additional regulatory requirements could apply.

Supply
Chain and Specimen Availability

Vector’s
ability to provide biological specimens depends on the availability of specimens from third party hospitals, laboratories, clinical partners
and other specimen providers. The availability of biological specimens may be affected by factors including patient availability, clinical
testing patterns, healthcare utilization trends and regulatory or ethical requirements governing specimen collection. Vector does not
control the operations of the third-party institutions that collect or generate these specimens. As a result, the availability of certain
specimen types may fluctuate and may limit Vector’s ability to fulfill certain customer requests.

Disruptions
affecting healthcare providers, clinical laboratories or transportation networks could also impact the availability or timely delivery
of biological specimens to customers.

Ethical
Sourcing and Donor Consent

Human
biological specimens sourced by Vector originate from third party clinical institutions and specimen providers. These institutions are
responsible for ensuring that specimens are obtained in accordance with applicable ethical standards, donor consent requirements and
institutional review policies. Vector seeks to work with partners that represent that specimens are obtained in accordance with applicable
legal and ethical standards in the jurisdictions in which the specimens are collected.

Failure
by Vector or its partners to comply with applicable ethical sourcing or donor consent requirements could result in regulatory scrutiny,
reputational harm or restrictions on the sourcing of biological specimens.

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Compliance

Vector
maintains policies and procedures designed to support compliance with applicable laws and regulations governing the sourcing, handling
and distribution of biological specimens. The regulatory environment affecting biospecimen sourcing and distribution continues to evolve,
and regulatory authorities may interpret existing laws and regulations in ways that could affect Vector’s operations.

Violations
of applicable laws and regulations could result in civil or criminal penalties, fines, restrictions on operations or reputational harm.

Government
Regulation (Labs)

The
laboratory testing businesses is highly regulated at both the federal and state levels. We continually research and monitor the regulatory
environment and regulatory changes that may apply to our business and have applied, or intend to apply, for any appropriate licenses
in the required states, if such licenses are necessary, both federally and at the state level. We plan to provide our products and services
under a distributed testing mode with separated “dry” and “wet” labs, with FOXO Labs analyzing epigenetic biomarkers
based on data from outsourced testing performed by its partner “wet” lab. Risks related to regulation are detailed in the
“Risk Factors” section.

Conducting
human testing is subject to state and federal regulation. CLIA is the federal law (administered by the CMS) that, in partnership with
the states, regulates clinical laboratories that perform testing on human specimens. The Federal Food, Drug, and Cosmetic Act (the “FDC
Act”) gives the FDA the authority to regulate manufacturers of medical devices. We do not believe that our “dry lab”
data analysis services require certification under CLIA, or that FDA has jurisdiction over our use of data analysis for general health
and wellness and non-diagnostic or medical treatment purposes (see section titled “Risk Factors — Risks Related to Our
Epigenetic Testing Services”).

Any
adverse change in present laws or regulations, or their interpretation, federally or in one or more states in which we operate or plan
to operate (or an aggregation of states in which we conduct a significant amount of business) could result in our curtailment or termination
of operations in such jurisdictions, or cause us to not start or modify our operations in a way that adversely affects our ultimate profitability.
Further, the failure of our wet-laboratory partners to hold a CLIA certification appropriate to the type of testing they provide could
result in adverse regulatory action (see section titled “Risk Factors — Risks Related to Our Epigenetic Testing Services”).
Any such action could have a corresponding material adverse impact on our results of operations and financial condition, primarily through
a material decrease in revenues, and could have a material adverse impact on our business.

Employees

As
of March 10, 2026 we had 192 employees, of which 117 were full-time. None of the Company’s employees are represented by a union.

Reverse
Stock Splits

On
April 17, 2025, the Company’s board of directors (pursuant to a previously-obtained shareholder approval) approved the implementation
of a 1-for-10 reverse stock split, such that every 10 shares of the Company’s Class A Common Stock will be combined into one issued
and outstanding share of Common Stock, with no change in the $0.0001 par value per share (the “First Reverse Stock Split”).
The First Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on April 28, 2025. Trading reopened on April 29, 2025, which
is when the Company’s Class A Common Stock began trading on a post reverse stock split basis.

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On
July 17, 2025, the Company’s board of directors (pursuant to previously-obtained shareholder approval) approved the implementation
of a 1-for-1.99 reverse stock split, such that every 1.99 shares of the Company’s Class A Common Stock will be combined into one
issued and outstanding share of the Company’s Class A Common Stock, with no change in the $0.0001 par value per share (the “Second
Reverse Stock Split”) and together with the First Reverse Stock Split, (the “Reverse Stock Splits”). 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.

All
share amounts herein have been adjusted to reflect the Reverse Stock Splits.

On
September 2, 2025, Rennova Health, Inc. (which is controlled by the Company’s CEO) (“RHI” or the “Majority Stockholder”),
a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation
to effect a reverse stock split of our issued and outstanding Common Stock any time before July 31, 2026, at a ratio ranging from one-for-ten
(1:10) to one-for-five hundred (1:500) with the exact ratio within such range to be determined at the sole discretion of the Company’s
Board of Directors, without further approval or authorization of our stockholders before the filing of an amendment to the Certificate
of Incorporation effecting the proposed reverse split. The Company has filed an Information Statement on Schedule 14C with the SEC with
respect to the matters approved by the Majority Stockholder and has mailed the definitive Information Statement on Schedule 14C to its
stockholders of record as of the record date.

On September 25, 2025, the Company submitted a
Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March
6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corporate action
submission would not be processed.

The Department’s determination was based,
in part, on a pending SEC civil action against the managing partner of an institutional investor that holds shares of the Company’s
Series A Preferred Stock, as well as the Department’s view that, upon conversion of such preferred stock, the investor could own
approximately 95% of the Company’s outstanding common stock, without giving effect to the beneficial ownership limitations contained
in the terms of such securities.

The Company disagrees with the Department’s
determination and, on March 12, 2026, filed a Notice of Appeal. The appeal will be considered by a subcommittee of FINRA’s Uniform
Practice Code Committee, and the subcommittee’s determination will constitute final action within FINRA. The appeal is currently
pending, and FINRA has scheduled a review date of April 27, 2026. There can be no assurance that the appeal will be successful.

If the appeal is unsuccessful, the Company may need to pursue alternative
approaches to address its capital structure. In addition, the inability to complete
the reverse stock split may limit the Company’s ability to access capital, including under its existing $5.0 million equity line
of credit, which could materially adversely affect the Company’s liquidity and its ability to execute its business plan.