CUSIP
No. 23343Q100
|
|
|
1.
|
Names
of Reporting Persons
M33
Growth I LP
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
|
☐
|
|
|
(b)
|
|
☒ (1)
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
8.
|
Shared
Voting Power
13,703,803
shares (2)
|
|
9.
|
Sole
Dispositive Power
|
|
10.
|
Shared
Dispositive Power
13,703,803
shares (2)
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
13,703,803
shares (2)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
18.7%
(3)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule 13D is filed by M33 Growth I LP (“M33 LP”) and M33 Growth I GP LLC
(“M33 LLC”) and TOI M, LLC (“TOI M” and, with M33, collectively,
the “Reporting Persons”). The Reporting Persons expressly disclaim status
as a “group” for purposes of this Schedule 13D.
|
|
(2)
|
These
shares are held by M33 LP. M33 LLC serves as the sole general partner of M33 LP and,
as such, M33 LLC possesses voting and dispositive power over the shares held by M33 LP,
and may be deemed to have indirect beneficial ownership of the shares held by M33 LP.
|
|
(3)
|
This percentage is calculated based upon 73,249,042
shares of Common Stock outstanding as of November 12, 2021, as disclosed in the Current Report on Form 8-K filed by the
Issuer on November 18, 2021.
|
CUSIP
No. 23343Q100
|
|
|
1.
|
Names
of Reporting Persons
M33
Growth I GP LLC
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
|
☐
|
|
|
(b)
|
|
☒ (1)
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
8.
|
Shared
Voting Power
13,703,803
shares (2)
|
|
9.
|
Sole
Dispositive Power
|
|
10.
|
Shared
Dispositive Power
13,703,803
shares (2)
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
13,703,803
shares (2)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
18.7%
(3)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
(1)
|
This
Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13D.
|
|
(2)
|
These
shares are held by M33 LP. M33 LLC serves as the sole general partner of M33 LP and,
as such, M33 LLC possesses voting and dispositive power over the shares held by M33 LP,
and may be deemed to have indirect beneficial ownership of the shares held by M33 LP.
|
|
(3)
|
This percentage is calculated based upon 73,249,042
shares of Common Stock outstanding as of November 12, 2021, as disclosed in the Current Report on Form 8-K filed by the Issuer on
November 18, 2021.
|
CUSIP
No. 23343Q100
|
|
|
1.
|
Names
of Reporting Persons
TOI
M, LLC
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
|
☐
|
|
|
(b)
|
|
☒ (1)
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
|
6.
|
Citizenship
or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
1,552,580
shares
|
|
8.
|
Shared
Voting Power
0
|
|
9.
|
Sole
Dispositive Power
1,552,580
shares
|
|
10.
|
Shared
Dispositive Power
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,552,580
shares
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
2.1%
(2)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
(1)
|
This
Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13D.
|
|
(2)
|
This percentage is calculated based upon 73,249,042
shares of Common Stock outstanding as of November 12, 2021, as disclosed in the Current Report on Form 8-K filed by the
Issuer on November 18, 2021.
|
|
Item
1.
|
Security
and Issuer
|
The
class of equity security to which this statement on Schedule 13D relates is the common stock, $0.001 par value (“Common
Stock”) of The Oncology Institute, Inc. (formerly known as DFP Healthcare Acquisitions Corp.), a Delaware corporation (the
“Issuer” or “TOI”). The address of the principal executive offices of the Issuer is 18000 Studebraker
Rd., Suite 800, Cerritos, CA 90703. Information given in response to each item shall be deemed incorporated by reference in all
other items, as applicable.
|
Item
2.
|
Identity
and Background
|
|
(a)
|
This
Schedule 13D is filed by M33 Growth I LP (“M33 LP”), M33 Growth I GP LLC
(“M33 LLC”) and TOI M, LLC (“TOI M” and, together with M33 LP
and M33 LLC, collectively, the “Reporting Persons”). The Reporting Persons
expressly disclaim status as a “group” for purposes of this Schedule 13D.
|
|
(b)
|
The
principal business office of the Reporting Persons is 888 Boylston Street, Suite 500,
Boston, MA 02199.
|
|
(c)
|
The
principal business of each of the Reporting Persons is a venture capital investment business.
|
|
(d)
|
During
the last five years, none of the Reporting Persons or the Listed Persons (as defined
below) has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
During
the last five years, none of the Reporting Persons or the Listed Persons has been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in such Reporting Person being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
|
|
(f)
|
Each
of M33 LP, M33 LLC and TOI M was organized in the state of Delaware. The Listed Persons
are citizens of the United States of America.
|
In
accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managing members and each
other person controlling M33 LLC and TOI M (the “Listed Persons”) required by Item 2 of Schedule 13D is listed on
Schedule 1 hereto and is incorporated by reference herein.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
The
shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were issued to M33 LP and TOI M in
connection with the completion of the business combination (the “Business Combination”) on November 12, 2021 (the
“Closing Date”) as contemplated by that certain Agreement and Plan of Merger, dated as of June 28, 2021 (the “Merger
Agreement”), by and among the Issuer, Orion Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary
of the Issuer (“First Merger Sub”), Orion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly
owned subsidiary of Issuer (“Second Merger Sub”) and TOI Parent, Inc., a Delaware corporation (“Legacy TOI”).
Pursuant to the terms of the Merger Agreement, a business combination between the Issuer and Legacy TOI was effected through the
merger of First Merger Sub with and into Legacy TOI, with Legacy TOI surviving as the surviving company (“First Merger”)
and (ii) immediately following the First Merger, TOI will merge with and into the Second Merger Sub (the “Second Merger”),
with the Second Merger Sub being the surviving entity and a wholly owned subsidiary of Issuer. On the Closing Date, the Issuer
changed its name from DFP Healthcare Acquisitions Corp. to The Oncology Institute, Inc.
Immediately
prior to the time of filing of a certificate of merger with the Secretary of State of the State of Delaware upon consummation
of the First Merger (the “First Effective Time”), all issued and outstanding shares of Legacy TOI preferred stock
(the “Legacy TOI Preferred Stock”) converted into shares of Legacy TOI common stock (the “Legacy TOI Common
Stock”), after which M33 LP held 23,450 shares and TOI M held 2,657 shares of Legacy TOI Common Stock. At the Effective
Time, each outstanding share of Legacy TOI Common Stock was cancelled and converted into the right to receive 59,546,762 shares
of Class A Common Stock, $0.0001 par value (“Class A Common Stock”) of the Issuer, resulting in the issuance of 13,703,803
shares of Class A Common Stock to M33 LP and 1,552,580 shares of Class A Common Stock to TOI M. In connection with the consummation
of the Business Combination, all of the issued and outstanding shares of Class A Common Stock will become shares of Common Stock.
In
accordance with the terms of Merger Agreement, up to 12,500,000 shares of Common Stock will be issued at a future date should
the Common Stock achieve certain tiered trading price thresholds during the three year period immediately following the Closing
Date (the “Earnout Shares”). M33 LP and TOI M has the contingent right to receive up to an aggregate of 3,238,897
and Earnout Shares, respectively. Such Earnout Shares are excluded from the Reporting Persons’ beneficial ownership as reported
herein because the Reporting Persons do not currently have the right to acquire any Earnout Shares.
The
securities of Legacy TOI held by M33 LP and TOI M and exchanged for Common Stock in the Business Combination were purchased for
an aggregate purchase price of $16,579,830. The funds used by M33 LP and TOI M to acquire the securities of Legacy TOI were obtained
from capital contributions by its partners.
|
Item
4.
|
Purpose
of Transaction
|
The
information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of
the shares of Common Stock beneficially owned by the Reporting Persons, as reported in this Schedule 13D, were received in connection
with the Business Combination.
Subject
to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time
to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial
condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer
to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons,
and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the
Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons
reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.
Other
than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result
in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b)
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present
Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any
changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to those enumerated above.
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
(a)
|
See responses to Item 13 on the cover pages of this
filing, which are incorporated herein by reference. The Reporting Persons beneficially own, in the aggregate, 15,256,383 shares of
Common Stock. The Reporting Persons’ aggregate beneficial ownership percentage is approximately 20.8% of the outstanding
shares of Common Stock. Calculations of the percentage of the shares of Common Stock beneficially owned is based on 73,249,042
shares of Common Stock outstanding as of November 18, 2021, as disclosed in the Current Report on Form 8-K filed by the
Issuer on November 12, 2021.
|
|
(b)
|
See
responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated
herein by reference.
|
|
(c)
|
Except
as described in Item 3, the Reporting Persons have not engaged in any transaction with
respect to the Common Stock during the sixty days prior to the date of filing this Schedule
13D.
|
|
(d)
|
No
other person is known to have the right to receive or the power to direct the receipt
of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially
owned by any of the Reporting Persons.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Registration
Rights Agreement
On
the Closing Date, the Issuer, DFP Sponsor LLC, certain stockholders of the Issuer, including M33 LP and TOI M, and certain of
their respective affiliates entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant
to the terms of the Registration Rights Agreement, the Issuer will be obligated to file a registration statement to register the
resale of all Issuer Common Stock held the parties thereto. In addition, pursuant to the terms of the Registration Rights Agreement
and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be
exercised, the parties of the Registration Rights Agreement may demand at any time or from time to time, that the Issuer file
a registration statement on Form S-1 or Form S-3 to register certain shares of the Issuer Common Stock held by or otherwise issuable
to such parties of the Registration Rights Agreement.
The
New Registration Rights Agreement also provides the parties of the Registration Rights Agreement with “piggy-back”
registration rights, subject to certain requirements and customary conditions.
Amended
and Restated Bylaws
In
connection with the Merger, on the Closing Date, the Issuer adopted its Amended and Restated Bylaws, which restricted the former
holders of Legacy TOI Common Stock, including M33 LP and TOI M, from transferring any shares of Common Stock received as
consideration in connection with the Business Combination, including any Earnout Shares, during the Lockup Period (as defined
below). Such restrictions begin at the Effective Time and ending on the date that is 12 months after the Closing
date; provided, that (i) 50% of the shares held by the Reporting Persons will be released from lock-up six months
after the Closing Date and (ii) an additional 25% of the shares held by Reporting Person will be released from lock-up
nine months after the Closing Date.
The
foregoing description of the terms of the Registration Rights Agreement and the Amended and Restated Bylaws is intended as a summary
only and is qualified in its entirety by reference to the Registration Rights Agreement and Form of Amended and Restated Bylaws,
which are filed as exhibits to this Schedule 13D and incorporated by reference herein.
The
information provided in Items 3, 4 and 5 is hereby incorporated by reference herein.
Other
than as described in this Schedule 13D, to the best of the Reporting Persons’ and Listed Persons’ knowledge, there
are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the Issuer.
|
Item
7.
|
Material
to be Filed as Exhibits
|
|
A.
|
Form of Registration Rights Agreement (incorporated by
reference to Exhibit 2.1, Annex A, Exhibit C of the Issuer’s Current Report on Form 8-K (File No. 001-39248), filed with the
SEC on November 18, 2021 (the “8-K”)).
|
|
B.
|
Amended and Restated Bylaws of the Issuer
(incorporated by reference to Exhibit 3.2 of the Issuer’s 8-K).
|
|
C.
|
Joint
Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended.
|
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
November 22, 2021
M33 Growth I LP
|
|
|
|
|
By:
|
M33 Growth I GP LLC
|
|
its
|
General Partner
|
|
|
|
|
By:
|
/s/ Gabriel Ling
|
|
|
Name: Gabriel Ling
|
|
|
Title: Managing Member
|
|
|
|
|
M33 Growth I GP LLC
|
|
|
|
|
By:
|
/s/ Gabriel Ling
|
|
|
Name: Gabriel Ling
|
|
|
Title: Managing Member
|
|
|
|
|
TOI M, LLC
|
|
|
|
|
By:
|
/s/ Gabriel Ling
|
|
|
Name: Gabriel Ling
|
|
|
Title: Managing Member
|
|
|
ATTENTION
|
|
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
SCHEDULE
I
Managers
of M33 Growth I GP LLC and TOI M, LLC
Gabriel
Ling
c/o
M33 Growth I GP LLC
Principal Office: 888 Boylston Street, Suite 500, Boston, MA 02199
Occupation:
Venture Capital investment
Citizenship:
United States of America
Brian
Shortsleeve
c/o
M33 Growth I GP LLC
Principal Office: 888 Boylston Street, Suite 500, Boston, MA 02199
Occupation:
Venture Capital investment
Citizenship:
United States of America
Michael
Anello
c/o
M33 Growth I GP LLC
Principal Office: 888 Boylston Street, Suite 500, Boston, MA 02199
Occupation:
Venture Capital investment
Citizenship:
United States of America
Exhibit(s):
|
A.
|
Form
of Registration Rights Agreement (incorporated by reference to Exhibit 2.1, Annex A, Exhibit C of the Issuer’s 8-K.
|
|
B.
|
Amended and Restated Bylaws of the Issuer
(incorporated by reference to Exhibit 3.2 of the Issuer’s 8-K).
|
|
C.
|
Joint
Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended.
|