Oncology Institute Inc
For the period ended Jun 30, 2024. Filed Aug 13, 2024.
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Jun 30, 2024 · Filed Aug 13, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended June 30, 2024
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 Road, Suite 800 | 90703 | |
| Cerritos, California | ||
| (Address of Principal Executive Offices) | (Zip Code) | |
(562)735-3226
Registrant's telephone number, including area code
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 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 ý No ☐
Indicate by check mark whether the registrant has submitted electronically, 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 such files). Yes ý No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ý | Smaller reporting company | ý |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ Noý
As of August 6, 2024, the registrant had 75,490,489 shares of common stock outstanding.
Form 10-Q
For the Period Ended June 30, 2024
| Page | |
|---|---|
| Part I – Financial Information | 4 |
| Item 1. Financial Statements (unaudited) | 4 |
| Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 | 4 |
| Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 | 6 |
| Condensed Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders' Equity for the Three and Six Months Ended June 30, 2024 and 2023 | 7 |
| Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2024 and 2023 | 8 |
| Notes to Condensed Consolidated Financial Statements | 10 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 40 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 53 |
| Item 4. Controls and Procedures | 54 |
| Part II – Other Information | 55 |
| Item 1. Legal Proceedings | 55 |
| Item 1A. Risk Factors | 55 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 55 |
| Item 3. Defaults Upon Senior Securities | 55 |
| Item 4. Mine Safety Disclosures | 55 |
| Item 5. Other Information | 55 |
| Item 6. Exhibits | 56 |
| Signatures | 58 |
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