Oncology Institute, Inc.

Previous wording

Through wholly-owned subsidiaries and affiliated entities, TOI operates combined community clinics and infusion suites staffed with providers who administer latest-generation cancer treatments including chemotherapy, immunotherapy, oncolytics, and radiation oncology. Additionally, TOI provides coordinated case management, drug formulary management, and fully-delegated networks of care providers, all of which we use to drive improved treatment outcomes at the lowest possible cost to our patients and payors. Additionally, TOI operates a specialty pharmacy that includes both in-office and mail-order dispensing for complementary oral and self-injectable medications taken by our patients concurrent with their in-office cancer therapies. Given the scale, breadth, and depth of our oncological expertise, TOI also contributes significantly to clinical research in the fields of oncology, hematology, and supportive medications and devices.

Current wording

Through wholly-owned subsidiaries and affiliated entities, TOI operates combined community clinics and infusion suites staffed with providers who administer latest-generation cancer treatments including chemotherapy, immunotherapy, oncolytics, and radiation oncology. Additionally, TOI provides coordinated case management, drug formulary management, and fully-delegated networks of care providers, all of which we use to drive improved treatment outcomes at the lowest possible cost to our patients and payors. Additionally, TOI operates a specialty pharmacy that includes both in-office and mail-order dispensing for complementary oral and self-injectable medications taken by our patients concurrent with their in-office cancer therapies. Given the scale, breadth, and depth of our oncological expertise, TOI also contributes through a third party significantly to clinical research in the fields of oncology, hematology, and supportive medications and devices.

Previous wording

The Company has 121 oncologists and mid-level professionals across 66 clinic locations located within five states: California, Florida, Arizona, Oregon and Nevada. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, Medi-Cal, and commercial patients.

Current wording

The Company has 120 oncologists and mid-level professionals across 66 clinic locations located within five states: California, Florida, Arizona, Oregon and Nevada. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, Medi-Cal, and commercial patients.

Previous wording

Oral prescription drugs prescribed by doctors to their patients are sold directly through the TOI PCs’ dispensaries. Revenue for the prescriptions is based on fee schedules set by various PBMs and other third-party payors. The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in the periods after payments are received against future payments. The Company recognizes revenue, deducted by estimated DIR fees, at the time the patient takes possession of the oral drug.

Current wording

Oral prescription drugs prescribed by doctors to their patients are sold directly through the TOI PCs’ dispensaries. Revenue for the prescriptions is based on fee schedules set by various PBMs and other third-party payors. The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in the periods after payments are received against future payments. The Company recognizes revenue, deducted by actual and estimated DIR fees, at the time the patient takes possession of the oral drug.

Previous wording

The TOI PCs also enter into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities that are satisfied over time as the output of results from the trial is captured for the trial sponsor to review. Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. The Company recognizes revenue for these arrangements on the fees earned to date based on the state of the trial, as established under contract with the customer.

Current wording

The TOI PCs also enter into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities that are satisfied over time as the output of results from the trial is captured for the trial sponsor to review. Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. The Company recognizes revenue for these arrangements on the fees earned to date based on the state of the trial, as established under contract with the customer. Effective May 2025, the Clinical Trials segment is operated by a third party in its entirety under a profit sharing arrangement with the Company.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

The increase in patient services revenue for the three and six months ended June 30, 2025 compared to the same periods in the prior year was primarily due to a 9.6% and 5.8% increase in FFS revenue, respectively. This was driven by momentum in new markets in addition to the impact of our investments in referral relationship management and call center expansion.

Current wording

The increase in patient services revenue for the three and nine months ended September 30, 2025 compared to the same periods in the prior year was primarily due to a 11.7% and 5.7% increase in FFS revenue, respectively. This was driven by momentum in new markets in addition to the impact of our investments in referral relationship management, steady patient volumes, and call center expansion.

Previous wording

The increase in dispensary revenue for three months ended June 30, 2025 as compared to the same quarter prior year was primarily due to a 102.8% increase in the number of fills due to the continued growth in the attachment of prescriptions to our patient visits, offset by a 30.6% decrease in the average revenue per fill. Dispensary revenue increased 33.0% for the six months ended June 30, 2025 as compared to same quarter prior year primarily driven by increases in both our capitated and fee-for-service lives, and improved performance of our retail and MID pharmacies.

Current wording

The increase in dispensary revenue for three months ended September 30, 2025 as compared to the same quarter prior year was primarily due to a 97.7% increase in the number of fills due to the continued growth in the attachment of prescriptions to our patient visits, offset by a 20.4% decrease in the average revenue per fill. Dispensary revenue increased 41.9% for the nine months ended September 30, 2025 as compared to same quarter prior year primarily due to a 81% increase in the number of fills, offset by a 13.1% decrease in average revenue per fill. This is driven by increases in both our capitated and fee-for-service lives, and improved performance of our retail and MID pharmacies through higher prescription volumes and greater pharmacy attachment within our network.

Previous wording

The decrease in clinical trials and other revenue was due to the profit sharing agreement as described in Note 1 of the financial statements, compared to the three and six months ended June 30, 2024.

Current wording

The decrease in clinical trials and other revenue was due to the profit sharing agreement as described in Note 1 of the financial statements, compared to the three and nine months ended September 30, 2024.

Previous wording

The increase in patient services cost for the three months ended June 30, 2025 as compared to the same quarter prior year was primarily due to a 5.1% increase in intravenous drug costs, driven by the Company's patient mix and volume, as well as 1.8% decrease in clinical payroll costs as the Company adjusts physician compensation to better match performance, as well as increases use of advanced practice providers which results in a more efficient labor mix. Patient service costs for the six months ended June 30, 2025 as compared to the same period prior year were relatively stable as both revenue and margin in both capital and fee-for-service increased.

Current wording

The increase in patient services cost for the three months ended September 30, 2025 as compared to the same quarter prior year was primarily due to a 17.7% increase in intravenous drug costs, driven by the Company's patient mix and volume, offset by a 1.8% decrease in clinical payroll costs as the Company adjusts physician compensation to better match performance, as well as increases use of advanced practice providers which results in a more efficient labor mix. Patient service costs for the nine months ended September 30, 2025 as compared to the same period prior year were relatively stable as both revenue and margin in both capital and fee-for-service increased.

Previous wording

The increase in dispensary cost for the three months ended June 30, 2025 was primarily due to a 102.8% increase in the number of prescriptions filled offset by a 35.1% decrease in the average cost of the prescriptions filled, as compared to the three months ended June 30, 2024. The increase in dispensary cost for the six months ended June 30, 2025 was primarily due to a 84% increase in the number of prescriptions filled offset by a 30.1% decrease in the average cost of the prescriptions filled, as compared to the six months ended June 30, 2024.

Current wording

The increase in dispensary cost for the three months ended September 30, 2025 was primarily due to a 97.7% increase in the number of prescriptions filled offset by a 20.4% decrease in the average cost of the prescriptions filled, as compared to the three months ended September 30, 2024. The increase in dispensary cost for the nine months ended September 30, 2025 was primarily due to a 60.7% increase in the number of prescriptions filled offset by a 13.6% decrease in the average cost of the prescriptions filled, as compared to the nine months ended September 30, 2024.

Previous wording

Selling, general and administrative ("SG&A") expenses in Q2 2025 were $26.9 million, compared with $27.9 million, in Q2 2024. SG&A for the three months ended June 30, 2025 decreased 3.5% as compared to the same quarter prior year. SG&A for the six months ended June 30, 2025 decreased 7.2% as compared to the same quarters prior year. The decrease in SG&A expenses was due to our cost discipline and operational efficiency. We think there is further leverage in the model with increased scale, as well as the adoption of AI enablement we noted on our first quarter call. We are planning to launch AI pilots around prior-authorization and denial automation, and to launch a next-generation call center in the third quarter.

Current wording

Selling, general and administrative ("SG&A") expenses in Q3 2025 were $25.4 million, compared with $26.6 million, in the same quarter 2024, a decrease of 4.5%. SG&A for the nine months ended September 30, 2025 decreased 6.6% as compared to the same period prior year. The decrease in SG&A expenses was due to our cost discipline and operational efficiency. We believe there is further leverage in the model with increased scale, as well as the adoption of AI enablement. We are planning to launch AI pilots around prior-authorization and denial automation, and to launch a next-generation call center in the fourth quarter.

Previous wording

The increase in interest expense for the six months ended June 30, 2025 compared to the prior year same quarter was primarily the result of a prepayment related to the Senior Secured Convertible Note in which the Company recognized a loss of extinguishment of debt of $2,900 during the first quarter of 2025, offset by accretion related to marketable treasury securities. The decrease in interest expense for the three months ended June 30, 2025 as compared to the prior year same quarter was primarily the result of the February 2025 prepayment related to the Senior Secured Convertible Note causing a decrease in interest expense related to the debt.

Current wording

The increase in interest expense for the nine months ended September 30, 2025 compared to the prior year same period was primarily the result of a prepayment related to the Senior Secured Convertible Note in which the Company recognized a loss of extinguishment of debt of $2,900 during the first quarter of 2025, offset by accretion related to marketable treasury securities. The decrease in interest expense for the three months ended September 30, 2025 as compared to the prior year same quarter was primarily the result of the February 2025 prepayment related to the Senior Secured Convertible Note causing a decrease in interest expense related to the debt.

Previous wording

The increase in the fair value of liabilities was primarily due to a $3,987 and $7,296 unfavorable increase in the fair value of conversion option derivative liabilities for the three and six months ended June 30, 2025, respectively, compared to $(2,568) change in the fair value of the conversion option derivative liabilities for the three and six months ended June 30, 2024.

Current wording

The increase in the fair value of liabilities was primarily due to a $5,977 and $13,273 unfavorable increase in the fair value of conversion option derivative liabilities due to the stock price increasing for the three and nine months ended September 30, 2025, respectively, compared to $0 and $(2,568) change in the fair value of the conversion option derivative liabilities for the three and nine months ended September 30, 2024, respectively.

Previous wording

(3)Consulting and legal fees were comprised of a subset of the Company’s total consulting and legal fees, and related to certain advisory projects during the three months ended June 30, 2025. During the three months ended June 30, 2024, these fees related to advisory projects and software implementations.

Current wording

(3)Consulting fees were comprised of a subset of the Company’s total consulting fees, and related to certain non-recurring advisory projects during the three months ended September 30, 2025. During the three months ended September 30, 2024, these fees related to non-recurring advisory projects and software implementations.

Previous wording

(4)Infrastructure and workforce costs were comprised of recruiting expenses to build out corporate infrastructure of $150 and $336, software implementation fees of $0 and $36, severance expenses resulting from cost rationalization programs of $49 and $141, temporary labor of $35 and $74, stop-loss contract timing of approximately $1,099 and $0, and legal fees related to infrastructure build out of $487 and $1,830 during the three months ended June 30, 2025 and 2024, respectively.

Current wording

(4)Infrastructure and workforce costs were comprised of recruiting expenses to build out corporate infrastructure of $207 and $218, severance expenses resulting from cost rationalization programs of $40 and $67, temporary labor of $2 and $142, stop-loss contract timing of approximately $62 and $0, and non-recurring legal fees related to infrastructure build out and settlements of $551 and $948 during the three months ended September 30, 2025 and 2024, respectively.

Previous wording

(1)During the six months ended June 30, 2025, non-cash addbacks was primarily comprised of the write-off of the net assets of the Clinical Trials segment of $2,398. During the six months ended June 30, 2024, non-cash addbacks were primarily comprised of non-cash rent of $158, offset by net reversal of bad debt recovery of $50.

Current wording

(1)During the nine months ended September 30, 2025, non-cash addbacks was comprised of the write-off of the net assets of the Clinical Trials segment and certain expenses incurred through our shared services agreement with Helios of $2,716, offset by non-cash rent expense of $492. During the nine months ended September 30, 2024, non-cash addbacks were primarily comprised of non-cash rent of $261, offset by net reversal of bad debt recovery of $51.

Previous wording

(3)Consulting and legal fees were comprised of a subset of the Company’s total consulting and legal fees, and related to certain non-recurring advisory projects during the six months ended June 30, 2025 and 2024.

Current wording

(3)Consulting fees were comprised of a subset of the Company’s total consulting fees, and related to certain non-recurring advisory projects during the nine months ended September 30, 2025 and 2024.

Previous wording

(4) Infrastructure and workforce costs were primarily comprised of non-recurring legal fees related to infrastructure build out of $1,269 and $2,359, recruiting expenses to build out corporate infrastructure of $427 and $712, severance expenses resulting from cost rationalization programs of $189 and $151, stop-loss contract timing of approximately $1,099, and temporary labor of $215 and $326 during the six months ended June 30, 2025 and 2024, respectively.

Current wording

(4) Infrastructure and workforce costs were primarily comprised of non-recurring legal fees related to infrastructure build out and settlements of $1,820 and $3,307, recruiting expenses to build out corporate infrastructure of $634 and $930, severance expenses resulting from cost rationalization programs of $229 and $219, stop-loss contract timing of approximately $1,160 and $0, and temporary labor of $217 and $468 during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

(5)Transaction costs incurred during the six months ended June 30, 2025 and 2024 were comprised of consulting, legal, administrative and regulatory fees associated with non-recurring due diligence projects.

Current wording

(5)Transaction costs incurred during the nine months ended September 30, 2025 and 2024 were comprised of consulting, legal, administrative and regulatory fees associated with non-recurring due diligence projects.

Previous wording

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the condensed consolidated financial statements for the three and six months ended June 30, 2025, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements. The Company had cash and cash equivalents of $30,292 and an accumulated deficit of $247,407 at June 30, 2025, and a net loss of $36,594 and net cash used in operations of $15,190 for the six months ended June 30, 2025. In February 2025, the Company entered into an Amendment to the Facility Agreement (see Note 11 - Debt) in which the Company made a partial prepayment of approximately $20,000 together with accrued and unpaid interest. Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40,000 of cash and cash equivalents in accounts that are subject to control agreements in favor of the Agent. Additionally, on March 24, 2025, the Company entered into a securities purchase agreement for a private placement that resulted in gross proceeds of approximately $16,500 to the Company before deducting placement agent fees and offering expenses (see Note 13 - Stockholders' Equity). Additionally, the Company's lender and existing investor, entered into an exchange agreement, in which approximately $4,100 aggregate principal amount of the Company's senior secured convertible notes was exchanged for common-equivalent preferred stock and warrants for common stock.

Current wording

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2025, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements. The Company had cash and cash equivalents of $27,658 and an accumulated deficit of $263,911 at September 30, 2025, and a net loss of $53,098 and net cash used in operations of $27,820 for the nine months ended September 30, 2025. In February 2025, the Company entered into an Amendment to the Facility Agreement (see Note 11 - Debt) in which the Company made a partial prepayment of approximately $20,000 together with accrued and unpaid interest. Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40,000 of cash and cash equivalents in accounts that are subject to control agreements in favor of the Agent. Additionally, on March 24, 2025, the Company entered into a securities purchase agreement for a private placement that resulted in gross proceeds of approximately $16,500 to the Company before deducting placement agent fees and offering expenses (see Note 13 - Stockholders' Equity). Additionally, the Company's lender and existing investor, entered into an exchange agreement, in which approximately $4,100 aggregate principal amount of the Company's senior secured convertible notes was exchanged for common-equivalent preferred stock and warrants for common stock.

Previous wording

The Company has also taken a number of other actions to increase cash flow. As one of our strategic priorities in 2024 and beyond, the Company implemented an initiative to eliminate cash burn. Due to efforts towards working capital management that saw improvements across receivables, inventory, and payables, the Company was able to improve cash flow from operations of approximately $16,353 for the six months ended June 30, 2025 over the prior year same period. Additionally, we generated a 3.5% reduction in SG&A expenses compared to the prior year same quarter directly as a result of our ongoing efforts to streamline operations, improve efficiency, and optimize our overhead resourcing.

Current wording

The Company has also taken a number of other actions to increase cash flow. As one of our strategic priorities in 2024 and beyond, the Company implemented an initiative to eliminate cash burn. Due to efforts towards working capital management that saw improvements across receivables, inventory, and payables, the Company was able to improve cash flow from operations of approximately $2,904 for the nine months ended September 30, 2025 over the prior year same period. Additionally, we generated a 5% reduction in SG&A expenses compared to the prior year same quarter directly as a result of our ongoing efforts to streamline operations, improve efficiency, and optimize our overhead resourcing.

Previous wording

Significant changes impacting net cash and cash equivalents used in operating activities for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 were as follows:

Current wording

Significant changes impacting net cash and cash equivalents used in operating activities for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 were as follows:

Previous wording

•Increase in amortization of debt issuance cost and debt discount of $2,879 due to the decrease of the convertible note principal in connection with the debt amendment and exchange agreement;

Current wording

•Increase in amortization of debt issuance cost and debt discount of $2,464 due to the decrease of the convertible note principal in connection with the debt amendment and exchange agreement;

Previous wording

•Increase in loss of $10,512 related to the change in the fair value of liabilities for the three months ended June 30, 2025 with no change occurring in the same quarter prior year;

Current wording

•Increase in loss of $16,659 related to the change in the fair value of liabilities due to the increase in stock price over the prior year;

Previous wording

•Share based compensation for the six months ended June 30, 2025 decreased by $5,264 compared to the six months ended June 30, 2024 due to the cancellation of earnout shares in November 2024;

Current wording

•Share based compensation for the nine months ended September 30, 2025 decreased by $6,629 compared to the same period prior year due to the cancellation of earnout shares in November 2024 and the full vesting of RSUs and options;

Previous wording

•Cash provided by accounts payable and accrued expenses decreased by $10,878 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to the drug supply buy-in at quarter end.

Current wording

•Cash provided by accounts payable and accrued expenses increased by $1,027 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to cash management initiatives with our vendors.

Previous wording

Net cash provided by investing activities decreased $38,974 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 due to the increase in sales of marketable securities of $40,000 during the same period in the prior year, which did not occur in the current period.

Current wording

Net cash provided by (used in) investing activities decreased $49,980 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 due to the increase in sales of marketable securities of $50,000 during the same period in the prior year, which did not occur in the current period.

Previous wording

Net cash used in financing activities increased $308 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to principal payments on the convertible note of $20,000, partially offset by proceeds from the private placement offering of $15,359 during the six months ended June 30, 2025. Prior year same period was primarily comprised of payments made for financing of insurance payments and payment of deferred consideration related to acquisitions of approximately $1,002 and $2,140, respectively.

Current wording

Net cash provided by (used in) financing activities increased $11,151 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to principal payments on the convertible note of $20,000, offset by proceeds from the private placement offering of $15,359, common stock issued through offerings of $9,952, and an increase in proceeds from options and warrants exercised of $3,005 during the nine months ended September 30, 2025.

Previous wording

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. The Company holds variable interests in the TOI PCs, comprised of TOI CA, TOI FL, TOI OR and TOI TX all of which the Company cannot legally own due to jurisdictional laws governing the corporate practice of medicine. The TOI PCs employ physicians and other clinicians in order to provide professional services to patients of our managed clinics, and under substantially similar MSAs, we serve as the exclusive manager and administrator of the TOI PCs’ non-medical functions and services. The TOI PCs are considered variable interest entities (“VIEs”) as they do not have sufficient equity to finance their activities without additional financial support from the Company. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits — that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power), and (2) the obligation to absorb the losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power to control all financial activities of the TOI PCs, the rights to receive substantially all benefits from the VIEs, and consequently consolidates the TOI PCs. Revenues, expenses, and income along with the balance sheet accounts from the TOI PCs are included in the consolidated amounts as presented on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets.

Current wording

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. The Company holds variable interests in the TOI PCs, comprised of TOI CA, TOI FL, TOI OR and TOI TX due to jurisdictional laws governing the corporate practice of medicine or other restrictions. The TOI PCs employ physicians and other clinicians in order to provide professional services to patients of our managed clinics, and under substantially similar MSAs, we serve as the exclusive manager and administrator of the TOI PCs’ non-medical functions and services. The TOI PCs are considered variable interest entities (“VIEs”) as they do not have sufficient equity to finance their activities without additional financial support from the Company. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits — that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power), and (2) the obligation to absorb the losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power to control all financial activities of the TOI PCs, the rights to receive substantially all benefits from the VIEs, and consequently consolidates the TOI PCs. Revenues, expenses, and income along with the balance sheet accounts from the TOI

Previous wording

Clinical research contracts represent a single, integrated set of research activities and thus are a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. The Company has elected to recognize revenue for clinical trials using the ‘as-invoiced’ practical expedient. The customer is invoiced periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established under contract with the customer.

Current wording

Clinical research contracts represent a single, integrated set of research activities and thus are a single performance obligation. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of arrangement and furthers progress of the clinical trial. The Company has elected to recognize revenue for clinical trials using the ‘as-invoiced’ practical expedient. The customer is invoiced periodically based on the progress of the trial such that each invoice captures the revenue earned to date based on the state of the trial as established under contract with the customer. Effective May 2025, the Clinical Trials segment is operated by a third party in its entirety under a profit sharing arrangement with the Company.