MINNEAPOLIS AND HOUSTON–(BUSINESS WIRE)–FOXO Technologies Inc. (“FOXO” or the “Company”), a technology platform company whose products and services aim to solve long-standing fundamental problems in the life insurance industry through the science of epigenetic longevity, 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.
Products and services developed by FOXO combine the science of longevity with life insurance to: (i) support consumer engagement in health and wellness, and (ii) simplify the underwriting journey for consumers.
The combined company will operate as “FOXO Technologies Inc.” and will be led by Chief Executive Jon Sabes. Effective at the open of business on September 16, 2022, FOXO’s Class A common stock is expected to trade on the US stock exchange NYSE under the symbol “FOXO”. The FOXO Warrants will continue to trade on the NYSE stock exchange under the symbol “FOXO WS”, and it is expected that trading of the Warrants will soon transition to the US NYSE stock exchange. Upon completion of the business combination, each outstanding unit of Delwinds was automatically separated into one Delwinds Class A common share and one-half Delwinds warrant and each Delwinds Class A common share and warrant Delwinds’ entire warrant were exchanged for one FOXO common stock and one FOXO warrant, exercisable into FOXO Class A common stock, respectively. The warrant exercise price for each FOXO warrant is $11.50.
The transaction was approved by Delwinds shareholders at its special meeting held on September 14, 2022. More than 91% of the votes cast on the business combination proposal at the special meeting were cast in favor of the approval of the business combination.
“The completion of this merger is a significant step forward in our mission to make healthy longevity a fundamental part of the promise of every life insurance policy sold,” said Jon Sabes, Founder and CEO of FOXO. “Our public market entry strengthens our ability to commercialize our molecular biomarkers of health, aging and mortality through epigenetic technology. The recent signing of our inaugural AGG agreement with life insurance company Assurity1 allows www.FOXOLife.com to begin marketing and selling a full line of life insurance products with our FOXO Longevity Report™. The business combination also comes as we prepare to complete research that we believe will lead to the opportunity to introduce new saliva-based underwriting protocols next year. Both of these initiatives represent critical milestones towards our overall goals. We are grateful for the support of Delwinds’ management team and shareholders throughout this transaction and are more committed than ever to delivering lasting value to our customers, shareholders and partners. »
Andrew J. Poole, President and CEO of Delwinds, said: “With this milestone reached, FOXO has a number of crucial developments ahead, including its pioneering application of epigenetic science to measure human health and longevity through molecular biomarkers and the commercialization of saliva-based subscription technology. for the life insurance industry. Having had the opportunity to work closely with the FOXO team over the past few months, our confidence in FOXO’s value proposition and market opportunities has only grown.
Additional details on the business combination can be found in Delwinds’ proxy statement/prospectus relating to the business combination.
Cantor Fitzgerald acted as capital markets advisor to Delwinds. Ellenoff, Grossman & Schole LLP acted as legal counsel 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 the science of longevity through products and services for 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 improving the life insurance value proposition for consumers 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 corporation formed to effect a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). companies”). The President and CEO of Delwinds is Andrew J. Poole. For more information about Delwinds, visit www.delwinds.com.
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 are generally accompanied by words such as “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “plan”, “predict”, “potential”, “seem”, “seek”, “future”, “prospects” and similar expressions which predict or indicate future events or trends or which are not statements of historical matters. , other than statements of present or historical facts included in this press release, regarding the Company’s strategy, future operations and prospects are forward-looking statements. are assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for informational purposes only and are not intended to be relied upon and should not be relied upon as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from the assumptions. Many actual events and circumstances are beyond the Company’s control. 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 among competitors, changes in laws and regulations affecting Company activities; failure to realize the anticipated benefits of the transaction; the risk that FOXO has a history of losses and that the Company may not achieve or maintain profitability in the future; the ability to implement business plans, forecasts and other post-transaction expectations, and to identify and realize additional opportunities; the Company’s potential inability to establish or maintain the general management agency, insurance company or other relationship necessary to further its objectives or to achieve its marketing and development plans; the enforceability of the Company’s intellectual property, including its patents and potential infringement of the intellectual property rights of others; the risk of a downturn and changing regulatory landscape in the highly competitive biotechnology industry or in the markets or industries in which the Company’s potential customers operate, including the highly regulated insurance industry; the NYSE’s approval to list the FOXO Warrants for trading on the NYSE U.S. stock exchange and the factors discussed in Delwinds’ registration statement on Form S-4 under the heading “Risk Factors”, and other documents Delwinds has filed, or the Company’s filing, with the SEC. If one of these risks materializes, or if our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks not currently known to the Company, or that the Company currently believes to be 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 regarding 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 choose 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 as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed on forward-looking statements.
1 Assurity is a trading name for the mutual holding company Assurity Group, Inc. and its subsidiaries. These 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 pricing may vary by state.