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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 001-39248

The Oncology Institute, Inc.

(Exact name of registrant as specified in its charter)

Delaware   84-3562323
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
   

18000 Studebaker Rd, Suite 800

Cerritos, California

    90703
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant's telephone number, including area code: (562) 735-3226

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value per share TOI The 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

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐    No  ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒    No  ☐ 

 
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer
Non-accelerated filer   Smaller reporting company
    Emerging growth company

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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  ☐    No  

The aggregate market value of voting stock held by non-affiliates of the Registrant, based on the closing price of $0.55 per shares of the Registrant’s common stock as reported by the Nasdaq Capital Market as of June 30, 2023, was approximately $41.6 million.

The registrant had outstanding 74,313,404 shares of common stock as of April 19, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Audit Firm Id   Auditor Name   Auditor Location
243   BDO USA, P.C.   Costa Mesa, California

 
 

 

 

EXPLANATORY NOTE TO AMENDMENT NO. 2

 

This Amendment No. 2 on Form 10-K/A (this “Amendment”) further amends the Annual Report on Form 10-K for the year ended December 31, 2023 of The Oncology Institute, Inc. (the “Company”), which was initially filed with the Securities and Exchange Commission on March 28, 2024 (the “Original Filing”, and as amended by that certain first amendment to the Original Filing filed on April 22, 2024, the “Original Form 10-K”). This Amendment is being filed solely to amend the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 appended as Exhibits 31.1 and 31.2 to the Original Form 10-K. These amended certifications include the introductory language of paragraph 4 and the language of paragraph 4(b) referring to internal control over financial reporting, which language was inadvertently omitted from the Company’s certifications in the Original Form 10-K. This Amendment does not alter or affect any other part or any other information originally set forth in the Original Form 10-K. This Amendment does not reflect events that have occurred subsequent to the filing of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.

 

3 
 

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a)Documents filed as part of the Annual Report on Form 10-K, as amended by this Amendment No. 2
(1)Financial Statements: See Index to Consolidated Financial Statements, which appears on Page 61 of the Original Form 10-K.
(2)Financial Statement Schedules: No financial statement schedules are included in the Original 10-K or this Amendment No. 2 as such schedules are not required or the information that would be included in such schedules is not material or is otherwise furnished.

(b)Exhibits: See Index to Exhibits below.
        Incorporated by Reference   Filed or Furnished Herewith
Exhibit Number   Description   Form   File Number   Exhibit   Filing Date    
31.1   Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Executive Officer.                   X
31.2   Certification Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 of the Principal Financial Officer.                   X
104   Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)                    

 

4 
 

 

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned hereunto duly authorized, on May 22, 2024.

 

THE ONCOLOGY INSTITUTE, INC.
   
   
By: /s/ Mihir Shah
  Mihir Shah
 

Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities held on the dates indicated.

 

 

Signature   Title   Date
*        
Daniel Virnich  

Chief Executive Officer

(Principal Executive Officer)

  May 22, 2024
/s/ Mihir Shah        
Mihir Shah  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  May 22, 2024
*        
Richard Barasch   Director   May 22, 2024
*        
Karen Johnson   Director   May 22, 2024
*        
Mohit Kaushal   Director   May 22, 2024
*        
Gabriel Ling   Director   May 22, 2024
*        
Anne McGeorge   Director   May 22, 2024
*        
Maeve O’Meara   Director   May 22, 2024
*        
Mark Pacala   Director   May 22, 2024
*        
Brad Hively   Director   May 22, 2024

 

 

___________

* By Mihir Shah, as attorney-in-fact.

 

 

 

 

EXHIBIT 31.1

Certification of Chief Executive Officer

RULE 13a-14(a)/15d-14(a) CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Daniel Virnich, certify that:

1. I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2023 of The Oncology Institute, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:May 22, 2024

  /s/ Daniel Virnich  
 

Daniel Virnich

Chief Executive Officer

 

 

EXHIBIT 31.2

Certification of Chief Financial Officer

RULE 13a-14(a)/15d-14(a) CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Mihir Shah, certify that:

1. I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2023 of The Oncology Institute, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:May 22, 2024

  /s/ Mihir Shah    
 

Mihir Shah

Chief Financial Officer

 

 

 

v3.24.1.1.u2
Cover - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Apr. 19, 2024
Jun. 30, 2023
Document Type 10-K/A    
Amendment Flag true    
Amendment Description Amendment No. 2    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2023    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Current Fiscal Year End Date --12-31    
Entity File Number 001-39248    
Entity Registrant Name The Oncology Institute, Inc.    
Entity Central Index Key 0001799191    
Entity Tax Identification Number 84-3562323    
Entity Incorporation, State or Country Code DE    
Entity Address, Address Line One 18000 Studebaker Rd    
Entity Address, Address Line Two 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    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Elected Not To Use the Extended Transition Period false    
Entity Shell Company false    
Entity Public Float     $ 41.6
Entity Common Stock, Shares Outstanding   74,313,404  
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 243    
Auditor Name BDO USA, P.C.    
Auditor Location Costa Mesa, California    
Common Stock [Member]      
Title of 12(b) Security Common Stock, $0.0001 par value per share    
Trading Symbol TOI    
Security Exchange Name NASDAQ    
Redeemable Warrants [Member]      
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    

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