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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

 

June 13, 2024

Date of Report (Date of earliest event reported)

 

THE ONCOLOGY INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39248   84-3562323
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1800 Studebaker Road, Suite 800, Cerritos, CA   90703
(Address of principal executive offices)   (Zip Code)

 

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

 

 

(Former name or former address, if changed since last report)

 

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐ 

 

 
 

Item 5.07  Submission of Matters to a Vote of Security Holders.

On June 13, 2024, The Oncology Institute, Inc. (the “Company”) held its 2024 Annual Meeting Stockholders (the “2024 Annual Meeting”) in which the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2024.

At the meeting, a total of 61,082,992 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) were voted, representing 82.06% of the 74,435,707 shares of Common Stock outstanding as of the April 15, 2024 record date. The results of the items voted on at the 2024 Annual Meeting are as follows:

Proposal 1: Election of Directors

The Company’s stockholders elected nine directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:

Nominee   For   Authority Withheld   Broker Non-Votes
             
Richard Barasch   48,707,815   173,921   12,201,256
Maeve O’Meara Duke   48,846,098   38,231   12.198,663
Brad Hively   47,659,187   1,222,549   12,201,256
Karen Johnson   46,859,208   2,023,214   12,200,570
Mohit Kaushal   48,014,989   867,433   12,200,570
Gabriel Ling   48,709,376   172,360   12,201,256
Anne McGeorge   48,019,855   862,567   12,200,570
Mark Pacala   47,995,874   886,548   12,200,570
Daniel Virnich   48,828,032   56,297   12,198,663

Proposal 2: Ratification of the Appointment of Independent Registered Public Accountants

The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved. The votes regarding the ratification of the appointment were as follows:

For   Against   Abstain   Broker Non-Votes
             
60,840,035   192,610   50,347   N/A

 

 
 

Proposal 3: Approval, for Purposes of Nasdaq Listing Rule 5635, of the issuances of the maximum number of shares of Common Stock underlying the Company’s Secured Senior Convertible Notes and Common Stock Purchase Warrants

Pursuant to the facility agreement (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. (“Deerfield”), as agent for itself and the lenders (the “Deerfield Financing”), the stockholders approved the future issuance of up to a maximum of 20,459,040 aggregate shares of Common Stock upon conversion of the Company’s outstanding Convertible Notes issued under the Facility Agreement, and upon exercise of Common Stock Purchase Warrants that are potentially issuable in accordance with the Facility Agreement under certain circumstances. The votes regarding the approval of these potential future issuances were as follows.

For   Against   Abstain   Broker Non-Votes
             
44,078,561   159,426   4,646,342   12,198,663
             

SIGNATURE

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

Dated:  June 13, 2024 THE ONCOLOGY INSTITUTE, INC.
   
  By: /s/ Mark Hueppelsheuser
    Mark Hueppelsheuser
General Counsel

 

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Cover
Jun. 13, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 13, 2024
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 1800 Studebaker Road
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock Par Value 0. 00001 [Member]  
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol TOI
Security Exchange Name NASDAQ
Redeemable Warrants Each Warrant Exercisable For Onehalf Of One Share Of Common Stock [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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