Oncology Institute, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
STLN$3.62-46.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001799191-25-000036
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001799191-26-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 149 previous paragraphs and 138 current paragraphs.
96 unchanged; 29 reworded; 13 added; 20 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
The Company is a leading value-based oncology company that manages community-based oncology practices for the Company and for independent oncology practices that together serve patients across 17 markets andfive states throughout the United States. As of March 31, 2026, we operate 65 community-based oncology practices, staffed with 116 oncologists and advanced practice providers employed by our affiliated physician-owned professional corporations, referred to as the "TOI PCs." In addition to our TOI-affiliated providers, we also manage a network of 275 providers in Florida under the Florida Oncology Network brand and 11 network providers in California. Collectively across the provider base, we manage a population of approximately 2.0 million patients under value-based agreements as of March 31, 2026. The Company's mission is to heal and empower cancer patients through compassion, innovation, and state-of-the-art medical care..
Current report
Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion, in-house specialty pharmacy, clinical trials, radiation therapy, educational seminars, support groups, counseling, and 24/7 patient assistance. Many of our services, such as managing clinical trials and palliative care programs, are traditionally accessed through academic and tertiary care settings, while the TOI PCs bring these services to patients in a community setting. As scientific research progresses and more treatment options become available, cancer care is shifting from acute care episodes to chronic disease management. With this shift, it is increasingly important for high-quality, high-value cancer care to be available in a local community setting to all patients in need.
Current report
As a value-based oncology company, the Company seeks to deliver both better quality care and lower cost of care for payors and patients. The Company works to accomplish this goal by reducing wasteful, inefficient or counterproductive care that drives up costs but does not improve outcomes. The Company believes payors and employers are aligned with the value-based model due to its enhanced access, improved outcomes, and lower costs. Patients under the Company's affiliated providers’ care can benefit from evidence-based and personalized care plans, gain access to sub-specialized care in convenient community locations, and lower out-of-pocket costs. The Company believes its affiliated providers enjoy the stability and predictability of a large multi-state practice, are not incentivized or pressured to overtreat when it may be inconsistent with a patient’s goals of care, and can focus on practicing outstanding evidence-based medicine, rather than business building.
Current report
Additionally, we allow our independent network participating providers to access the ability to treat patient populations that are managed under value-based care contracts without the need to incur costs required to build clinical or operational infrastructure typical for risk-bearing entities, or to adopt new operational frameworks which may be disruptive to their existing practices.
Current report
Specialty Pharmacy
Current report
Direct costs - specialty pharmacy
Current report
Network medical expense
Current report
Network medical expense is the cost of care delivered by our independent network providers and paid by TOI under our fully delegated contracts. For presentation purposes, we eliminate the portion of network medical expense that is paid to TOI PCs who participate in these fully delegated networks.
Current report
Specialty pharmacy
Current report
Specialty pharmacy cost
Current report
•Tax payments and penalties
Current report
•Consulting and certain one-time legal fees,
Current report
Specialty Pharmacy
Removed paragraphs (20)
Previous report
The Oncology Institute, Inc. (“TOI”), originally founded in 2007, is a leading, national platform delivering integrated direct care and cost management to patients and payors who are experiencing or managing members undergoing treatment for cancer and other complex medical conditions.
Previous report
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 report
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 report
Dispensary and pharmacy
Previous report
Direct costs - dispensary
Previous report
Dispensary
Previous report
Dispensary cost
Previous report
•Income tax and other taxes
Previous report
•Consulting fees,
Previous report
(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 report
(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 report
In the third quarter of 2025, the Company generated approximately $11.8 million in aggregate gross proceeds from sales under the “at-the-market” offering program and paid fees to the sales agents of approximately $471 thousand.
Previous report
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 report
•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 report
•Write-off of net assets related to the clinical trials segment of $2,398;
Previous report
•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 report
•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 report
JOBS Act
Previous report
The Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Reworded paragraphs (29)
Previous wording
Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, dispensary revenue, and clinical trials revenue. Capitation and FFS revenue comprise the revenues within the Company’s patient services segment and are presented together in the results of operations. The following paragraphs provide a summary of the principal forms of our billing arrangements and how revenue is recognized for each type of revenue.
Current wording
Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, specialty pharmacy revenue, and clinical trials revenue. Capitation and FFS revenue comprise the revenues within the Company’s patient services segment and are presented together in the results of operations. The following paragraphs provide a summary of the principal forms of our billing arrangements and how revenue is recognized for each type of revenue.
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 actual and 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.
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. Effective May 2025, the Clinical Trials segment is operated by a third party in its entirety under a profit sharing arrangement with the Company.
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. On March 31, 2025, the Company entered into a Research Services Agreement ("RSA") with Helios CR, Inc. ("Helios"), effective May 5, 2025, pursuant to which the Clinical Trials segment is operated by Helios in its entirety under a profit sharing arrangement with the Company. As part of the RSA, there is a Transition Services Agreement, in which certain administrative and professional services are provided by Helios for a certain period of time. Additionally, the Company pays a management fee to Helios on a periodic basis for certain shared services.
Previous wording
Direct costs - dispensary primarily includes the cost of oral medications dispensed in the TOI PCs’ clinic locations.
Current wording
Direct costs - specialty pharmacy primarily includes the cost of oral medications dispensed in the TOI PCs’ clinic locations.
Previous wording
Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff. These expenses include salaries and related costs and stock-based compensation for our executives and physicians. The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development. Following the consummation of the Business Combination, general and administrative expenses have increased, and the Company expects continued increases over time, due to the additional legal, accounting, insurance, investor relations and other costs that the Company incurs as a public company, as well as other costs associated with continuing to grow the business. While the Company expects its selling, general and administrative expenses to increase in absolute dollars in the foreseeable future. such expenses are on average expected to decrease as a percentage of revenue over the long term.
Current wording
Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff. These expenses include salaries and related costs and stock-based compensation for our executives and physicians. The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development. General and administrative expenses are expected to increase over time, due to the legal, accounting, insurance, investor relations and other costs that the Company incurs as a public company, as well as other costs associated with continuing to grow the business. While the Company expects its selling, general and administrative expenses to increase in absolute dollars in the foreseeable future. such expenses are on average expected to decrease as a percentage of revenue over the long term.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Previous 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.
Current wording
The increase in patient services revenue for the three months ended March 31, 2026 compared to the same period in the prior year was primarily due to a 54% increase in capitated revenue, partially offset by a 10% decrease in fee-for-service revenue. This was driven by momentum in new markets in addition to the impact of our investments in referral relationship management and our ramp up in new capitated contracts.
Previous 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.
Current wording
The increase in specialty pharmacy revenue for three months ended March 31, 2026 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 12.4% decrease in the 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 nine months ended September 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 months ended March 31, 2025.
Previous 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.
Current wording
The increase in patient services cost for the three months ended March 31, 2026 as compared to the same quarter prior year was primarily due to a 10% increase in clinical payroll costs as the Company adjusts physician compensation to better match performance and volume.
Previous 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.
Current wording
The increase in specialty pharmacy cost for the three months ended March 31, 2026 was primarily due to a 102.8% increase in the number of prescriptions filled offset by a 12.5% decrease in the average cost of the prescriptions filled, as compared to the same quarter prior year.
Previous 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.
Current wording
Selling, general and administrative ("SG&A") expenses for the three months ended March 31, 2026 increased 11.2% compared to the same quarter prior year primarily due to the increase in our third party platform service we use to manage our specialty pharmacy business. 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 during the year.
Previous 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.
Current wording
The decrease in interest expense for the three months ended March 31, 2026 compared to the prior year same period was primarily the result of a prepayment and debt conversion 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. The decrease in the principal balance of the Senior Secured Convertible Note decreased the Company's interest payments for the remainder of 2025 and continuing into 2026.
Previous 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.
Current wording
The decrease in the fair value of liabilities was primarily due to a $4,996 favorable increase in the fair value of conversion option derivative liabilities due to the stock price decreasing for the three months ended March 31, 2026 as compared to the same period prior quarter.
Previous wording
(1)Includes independent oncology practices to which we provide limited management services, but do not bear the operating costs.
Current wording
(1)Clinics operated under the TOI PCs, whereby we receive a percentage of revenue under our management services agreements, or MSAs, and are consolidated. Additionally, includes independent oncology practices to which we provide limited management services and have network provider agreements, but do not bear the operating costs.
Previous wording
(1)During the three months ended September 30, 2025, non-cash addbacks was primarily comprised of certain expenses incurred through our shared services agreement with Helios of $318, offset by non-cash rent expense of $154. During the three months ended September 30, 2024, non-cash addbacks were primarily comprised of non-cash rent of $104 offset by net credit loss of $2.
Current wording
(1)During the three months ended March 31, 2026, non-cash addbacks was primarily comprised of non-cash rent expense.
Previous 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.
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 March 31, 2026.
Previous 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.
Current wording
(4)Infrastructure and workforce costs were comprised of recruiting expenses to build out corporate infrastructure of $169 and $277, severance expenses resulting from cost rationalization programs of $242 and $140, stop-loss contract timing of approximately $1 and $0, EOM/CMS performance period non-recurring addback of $818 and $0, and non-recurring legal fees related to infrastructure build out and settlements of $321 and $782 during the three months ended March 31, 2026 and 2025, respectively.
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 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.
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 months ended March 31, 2026, 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 $30,280 and an accumulated deficit of $273,911 at March 31, 2026, and a net loss of $2,492 and net cash used in operations of $2,215 for the three months ended March 31, 2026.
Previous wording
Accordingly, the Company has concluded that it will have sufficient liquidity to fund its operations for at least one year from the date these consolidated financial statements are issued.
Current wording
The Company has concluded that it will have sufficient liquidity to fund its operations for at least one year from the date these consolidated financial statements are issued.
Previous 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:
Current wording
Significant changes impacting net cash and cash equivalents used in operating activities for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 were as follows:
Previous wording
•Cash used by inventory decreased $12,415 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 due to quarterly drug buy-ins at period end for participation in rebate programs with our primary supplier; and
Current wording
•Cash used by inventory decreased $5,146 due to an increase in quarterly drug buy-ins at period end for participation in rebate programs with our primary supplier; and
Previous 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.
Current wording
•Cash provided by accounts payable and accrued expenses increased by $905 primarily due to cash management initiatives with our vendors.
Previous 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.
Current wording
Net cash used in investing activities increased $840 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily due to the increase in purchases of property and equipment of $714 as compared to same period in the prior year.
Previous 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.
Current wording
Net cash used in financing activities decreased $4,712 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to principal payments on the convertible note of $20,000, offset by proceeds from the private placement offering of $15,359 during the three months ended March 31, 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 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
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 PCs are included in the consolidated amounts as presented on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets.
Previous wording
The Company presents the condensed consolidated financial statements by segment in accordance with the relevant accounting literature to provide investors with transparency into how the chief operating decision maker “or CODM” manages the business. The Company's CODM is our Chief Executive Officer. The CODM reviews financial information and allocates resources across two operating segments: dispensary and patient care.
Current wording
The Company presents the condensed consolidated financial statements by segment in accordance with the relevant accounting literature to provide investors with transparency into how the chief operating decision maker “or CODM” manages the business. The Company's CODM is our Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: specialty pharmacy, patient care, and clinical trials and other.
Previous wording
Consolidated revenue primarily consists of capitation revenue, fee-for-service (FFS) revenue, dispensary revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the TOI PCs are obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the payor. The following paragraphs provide a summary of the principal forms of billing arrangements and how revenue is recognized for each.
Current wording
Consolidated revenue primarily consists of capitation revenue, fee-for-service (FFS) revenue, specialty pharmacy revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the TOI PCs are obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the payor. The following paragraphs provide a summary of the principal forms of billing arrangements and how revenue is recognized for each.
Previous wording
Dispensed prescriptions that are filled and delivered to the patient are considered a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by PBMs and other third-party payors. The fee schedule is often subject to DIR fees, which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. Revenue is recognized based on the transaction at the time the patient takes possession of the oral drug.
Current wording
Dispensed prescriptions that are filled and delivered to the patient are considered a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by PBMs and other third-party payors. The fee schedule is often subject to direct and indirect remuneration fees applied by PBMs ("DIR fees"), which are based primarily on pre-established metrics. DIR fees may be assessed in periods after payments are received against future payments. The Company estimates DIR fees to arrive at the transaction price for prescriptions. Revenue is recognized based on the transaction at the time the patient takes possession of the oral drug.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
(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 report — wording carried elsewhere
(2)Deferred consideration payments for practice acquisitions that are contingent upon the seller’s future employment at the Company.
Previous report — wording carried elsewhere
(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 report — wording carried elsewhere
PCs are included in the consolidated amounts as presented on the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets.