Longevity insurance technology firm FOXO has completed combining its business with that of SPAC company Delwinds.
A statement from the former said that the combined company will operate under the name ‘FOXO Technologies Inc.’ and will be led by Jon Sabes, founder and CEO of FOXO.
Sabes said: “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 commercialise our molecular biomarkers of health, aging and mortality with epigenetic technology. The recent signing of our inaugural MGA agreement with the Assurity Life Insurance Company allows www.FOXOLife.com to begin marketing and selling a full suite of life insurance products with our FOXO Longevity Report.”
He added: “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.”
FOXO is a technology platform company focused on commercialising 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 modernise 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.
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.
A presentation accessible through the Delwinds website indicates that the deal with FOXO involved a transaction consideration of $300m, inclusive of a $100m management earnout shares. The deal, says the presentation, was to be funded by Delwinds Insurance Acquisition Corp cash in trust of $201m and issuance of common stock to existing FOXO shareholders.
The presentation reads: “Total estimated gross proceeds of $224mm at closing, including cash in trust (assuming no redemptions) and proceeds of FOXO issuance of convertible debentures. Andrew J. Poole, Delwinds’ Chairman and CEO, alongside Gray & Company, Inc., to invest $10mm in the event the trust does not maintain at least $10mm in cash. FOXO has secured a $40mm committed equity facility from an affiliate of Cantor Fitzgerald.”
Andrew J. Poole, chairman and CEO of Delwinds commented in a statement: “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 commercialising 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.”
