Item 4 — Purpose of Transaction
FOXO entered into the Purchase Agreements, the Voting Agreements and the Note Purchase Agreement for the purpose of acquiring voting control of the Issuer. If the transactions close, FOXO would hold the 5,000,000 Subject Preferred Shares, representing approximately 71.4% of the outstanding Preferred Stock as represented in the Purchase Agreements, and approximately 57.7% of the combined voting power of the outstanding Common Stock and Preferred Stock voting together (500,000,000 of 867,166,897 votes, based on the Common Stock outstanding as of May 28, 2026 reported in the Issuer's Form 10-Q and 7,000,000 outstanding shares of Preferred Stock). This combined voting power percentage differs from the percentage of Common Stock reported in Row 13 of the cover page, which is calculated under Rule 13d-3(d)(1)(i). Pending closing, the Voting Agreements authorize FOXO, subject to their terms, exceptions and limitations, to direct the voting of, and to execute written consents with respect to, the Subject Preferred Shares. Closing is subject to conditions set forth in the Purchase Agreements, including approval of FOXO's common stock for listing on The Nasdaq Stock Market, as provided in the Purchase Agreements; completion of a financing satisfactory to FOXO's board of directors; satisfactory due diligence regarding the Issuer; verification of the Issuer's capitalization and the rights of the Preferred Stock; receipt of required approvals, consents and transfer approvals; simultaneous closing of the Purchase Agreements; and other customary conditions. Under the Purchase Agreements, the Sellers may generally terminate if the listing and related public offering are not completed within 120 days after signing, unless waived, and the Purchase Agreements may be terminated in other specified circumstances. There can be no assurance that the transactions will close. If the transactions close, FOXO, as holder of a majority of the Issuer's combined voting power, would be able to elect or remove directors of the Issuer and to approve or prevent other matters submitted to a vote of stockholders, and pending closing may direct the vote of the Subject Preferred Shares on such matters as permitted by the Voting Agreements. The Issuer's interim Chief Executive Officer has offered to resign from that position, and a director of the Issuer has offered to resign from the board while continuing to serve as the Issuer's Chief Financial Officer. To FOXO's knowledge, neither resignation has been accepted or become effective, and FOXO has requested that the Issuer's current board of directors consider these matters independently. If these changes occur, FOXO anticipates that Mark White, a director of FOXO, may be invited to serve as a director and interim Chief Executive Officer of the Issuer. No such appointment has been made, FOXO has not exercised its rights under the Voting Agreements to effect any such change, and there can be no assurance that any of these changes will occur. Corain McGinn, an employee of FOXO, currently serves as a director of the Issuer. FOXO may in the future seek other changes to the Issuer's board of directors or management. If the transactions close, FOXO will evaluate how to structure and support the Issuer's continued development and launch of its Revealia platform, which may include considering transactions with other stockholders or debt holders of the Issuer that would result in the Issuer becoming a subsidiary of FOXO. Following closing, FOXO may also convert some or all of the Subject Preferred Shares into Common Stock. As holder of the Notes, FOXO would also become a creditor of the Issuer. Except as set forth in this Schedule 13D, FOXO has not formulated any specific plans or proposals that relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. FOXO intends to review its ownership in the Issuer on a continuing basis and, subject to the agreements described herein and applicable law, may change its plans or proposals, acquire additional securities of the Issuer, dispose of securities of the Issuer, or take any of the actions described in paragraphs (a) through (j) of Item 4.