FOXO Technologies Inc. Enters Agreement to Acquire Four U.S. Blood Collection Centers

What Happened

• On July 22, 2026, Vector BioSource, Inc., a subsidiary of FOXO Technologies Inc., entered an Asset Purchase Agreement with Grifols Bio Supplies, Inc. to acquire certain assets and assume certain liabilities related to four U.S.-based blood collection centers. FOXO filed the related Form 8‑K on July 27, 2026.
• The deal calls for $3,500,000 in cash at closing and a contingent cash earn-out of up to $1,000,000 if the acquired business achieves at least $1,500,000 of EBITDA in any single calendar year during the earn-out period (2026–2028).

Key Details

• Purchase Agreement date: July 22, 2026; 8‑K filed July 27, 2026.
• Upfront cash consideration: $3,500,000; contingent earn-out: up to $1,000,000 tied to EBITDA performance ($1.5M threshold).
• Acquired assets include an agreed level of serum inventory and existing cell units at closing.
• Closing is subject to customary conditions and specific regulatory/permit requirements: Vector must obtain a new, separate FDA license to operate the acquired assets (independent of Grifols’ license), a new CLIA certification in Tennessee (and any other applicable states), and a Miami city waste-management permit. Either party may terminate if closing does not occur within nine months after the agreement (Long Stop Date).

Why It Matters

• This is a strategic, asset-level expansion for Vector/FOXO into U.S. blood collection operations with a modest upfront cash outlay ($3.5M) and additional payments tied to measurable performance, limiting near-term cash exposure.
• The deal’s completion depends on regulatory approvals and permits (FDA license, CLIA, local permit), which could delay or prevent closing; FOXO currently anticipates closing in Q3 or Q4 2026.
• For investors, the transaction could add inventory and revenue-generating assets to FOXO’s biotech services portfolio if the business meets performance targets and regulatory conditions are satisfied.