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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
__________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

August 30, 2023
Date of Report (date of earliest event reported)
__________________________________________________________
The Oncology Institute, Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
001-39248
(Commission File Number)
84-3562323
(I.R.S. Employer Identification Number)
18000 Studebaker Rd, Suite 800
Cerritos, California 90703
(Address of principal executive offices and zip code)
(562) 735-3226
(Registrant's telephone number, including area code)
__________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.001TOIThe Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share
TOIIW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company    ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 8.01. Other Events.

On August 28, 2023, the Board of Directors of The Oncology Institute, Inc. (the “Company”) approved a share repurchase program with authorization to purchase up to 2 million shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Company may repurchase shares from time to time through one or more securities broker-dealers, in open market purchases and negotiated purchases, in each case at price per share not to exceed $1.00. Shares repurchased by the Company pursuant to the share repurchase program shall be returned to the status of authorized but unissued shares of Common Stock.

In connection with the foregoing, on August 25, 2023, the Company entered into a limited consent (the “Limited Consent”), dated as of August 25, 2023, to that certain Facility Agreement, dated as of August 9, 2022 (as amended or otherwise modified from time to time, the “Facility Agreement”), by and among the Company, as borrower, certain of the Company’s subsidiaries from time to time party thereto as guarantors and Deerfield Partners, L.P., as agent for itself and the lenders (collectively, “Deerfield”). The Limited Consent permits the repurchase by the Company on or prior to September 16, 2023, of up to 2,000,000 shares of Common Stock in one or more open market or negotiated purchases, in each case at price per share not to exceed $1.00. The actual timing and amount of repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The Limited Consent does not obligate the Company to repurchase any amount of shares, and there can be no assurance that any shares will be repurchased. The Limited Consent also grants a one-time waiver under the Facility Agreement of certain delivery of any notice requirements.

The foregoing description of the Limited Consent does not purport to be complete and is qualified in its entirety by reference to the full text of the Limited Consent, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:



Exhibit No.Description
10.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
        


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 30, 2023

The Oncology Institute, Inc.
By:
/s/ Mark Hueppelsheuser
Name:
Mark Hueppelsheuser
Title:
General Counsel

v3.23.2
Cover Page
Aug. 30, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 30, 2023
Entity Registrant Name The Oncology Institute, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39248
Entity Tax Identification Number 84-3562323
Entity Address, Address Line One 18000 Studebaker Rd, Suite 800
Entity Address, City or Town Cerritos
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90703
City Area Code 562
Local Phone Number 735-3226
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001799191
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common stock, par value $0.001
Trading Symbol TOI
Security Exchange Name NASDAQ
Redeemable Warrants  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share
Trading Symbol TOIIW
Security Exchange Name NASDAQ
Oncology Institute (NASDAQ:TOI)
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