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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
Date of Report (Date of earliest event
reported) July 1, 2026
___________________________________
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.) |
| 18000 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 1.01 | Entry into a Material Definitive Agreement |
Term Loan Agreement
On July 1, 2026, The Oncology Institute, Inc. (the “Company”)
entered into a Credit Agreement (the “Term Loan Agreement”), by and among the Company, the lenders from time to time party
thereto, and Orbimed Opportunities (CA) V LLC, as the initial lender and administrative agent. The Term Loan Agreement provides for a
term loan facility in an aggregate principal amount of $75 million, which was drawn in full on the date of entry into the Term Loan Agreement
(the “Closing Date”).
Loans under the Term Loan Agreement bear interest at a monthly rate
equal to the higher of (i) the forward-looking one-month term rate based on the secured overnight financing rate on the day that is two
business days prior to the first day of any month and (ii) 3.00% plus, in either case, the 5.75%.
Loans under the Term Loan Agreement will mature on the first to occur
of (i) July 1, 2031, and (ii) the date of acceleration of such loans upon the occurrence and during the continuance of an event of default.
The Term Loan Agreement contains certain customary default provisions, representations and warranties and affirmative and negative covenants,
including (a) limitations on the ability to engage in unrelated lines of business; (b) limitations on the incurrence of additional indebtedness
and liens; (c) limitations on investments; (d) limitations on the payment of dividends and certain other restricted payments; (e) limitations
on the ability to effect mergers and consolidations; (f) limitations on the ability to sell or dispose of property or assets; (g) limitations
on modifications of certain agreements; (h) limitations on the ability to enter into transactions with affiliates; (i) limitations on
sale leaseback transactions; (j) limitations on benefits plans and agreements; and (k) a minimum net revenue requirement of at least $700
million for each most recently ended period of twelve consecutive months, commencing with the month ending December 31, 2027, and for
each month thereafter.
All indebtedness outstanding under the Term Loan Agreement is guaranteed
by certain of the Company’s direct and indirect subsidiaries (the “Guarantors”). The indebtedness under the Term Loan
Agreement is secured by a first-priority security interest in and lien on substantially all assets of the Company and the Guarantors pursuant
to that certain Pledge and Security Agreement dated as of July 1, 2026 (the “Security Agreement”).
Beginning with the first fiscal quarter ending after the 36-month anniversary
of the Closing Date, the loans under the Term Loan Agreement will amortize in quarterly installments equal to 7.5% of the outstanding
principal amount as of such date, together with a repayment premium and exit fee. The Company may elect to prepay loans under the Term
Loan Agreement, in whole or in part, subject to a repayment premium and an exit fee. Additionally, loans under the Term Loan Agreement
are subject to certain mandatory prepayment events, including by amounts equal to certain proceeds received by the Company from insurance
recoveries related to casualty events and dispositions.
On the Closing Date, the Company used the proceeds from the loans under
the Term Loan Agreement, together with cash on hand, to repay in full the Company’s 4% senior secured convertible notes due 2027
(the “2027 Convertible Notes”), of which, as of July 1, 2026, there was approx. $86 million aggregate principal amount outstanding.
The foregoing description of the Term Loan Agreement and Security Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Agreement and the Security
Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated
herein by reference. Each of the Term Loan Agreement and the Security Agreement contains representations, warranties and other provisions
that were made only for purposes of the applicable agreement and as of specific dates, are solely for the benefit of the parties thereto,
and may be subject to limitations agreed upon by such parties. Neither the Term Loan Agreement nor the Security Agreement is intended
to provide any other factual information about the Company.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form
8-K is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On July 1, 2026, as a part of the repayment of the 2027 Convertible
Notes, the Company issued warrant agreements to purchase shares of common stock of the Company (the “Warrants”) to Deerfield
Partners, L.P. and its affiliates, with an expiration date of August 9, 2027 and an initial exercise price of $8.567 per share. The total
number of shares of common stock underlying the Warrants is 10,025,535 shares. No additional consideration was paid to the Company by
the warrant holders for the issuance of the Warrants. The issuance of the Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Warrant does not purport to be complete
and is qualified in its entirety by reference to the full text of the form of the Warrant, a copy of which was attached as Exhibit 4.2
to the Current Report on Form 8-K filed by the Company on August 9, 2022 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 7, 2026, the Company issued a press release announcing the
financings described in Item 1.01, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
The information included under this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the registrant under the
Securities Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to
such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Credit Agreement by and among The Oncology Institute, Inc. and Orbimed Opportunities (CA) V LLC, dated as of July 1, 2026. |
| 10.2 |
|
Pledge and Security Agreement by and among The Oncology Institute, Inc., the guarantors and Orbimed Opportunities (CA) V LLC, dated as of July 1, 2026. |
| 99.1 |
|
Press Release of The Oncology Institute, Inc. issued on July 7, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 7, 2026 |
THE ONCOLOGY INSTITUTE, INC. |
| |
|
| |
By: |
/s/ Minh Merchant |
| |
Name: |
Minh Merchant
|
| |
Title: |
Chief Legal Officer |
Exhibit 99.1
The Oncology Institute Completes Strategic Refinancing with
OrbiMed, Repaying the Outstanding $86 Million Deerfield Convertible Note, Strengthening its Balance Sheet, and Improving Liquidity
CERRITOS, Calif., July 7, 2026 (GLOBE NEWSWIRE) -- The Oncology
Institute, Inc. ("TOI") (NASDAQ: TOI), one of the largest value-based oncology groups in the United States, announced today
that it has repaid its $86 Million senior secured convertible note with Deerfield Partners through a debt refinancing that includes a
new credit facility from OrbiMed.
This transaction is intended to increase liquidity, improve operating
flexibility and extend debt maturities. Under the new financing arrangements with OribiMed, TOI repaid the outstanding balance of its
$86 million senior secured convertible note with a new $75 million term loan with OrbiMed maturing in 2031 as well as approximately $11
million of cash from the balance sheet without raising additional equity. Daniel Virnich, MD, CEO of TOI, commented, "I'm extremely
excited about our new financing relationship with OrbiMed to support this next phase of TOI’s growth and business model refinement.
In addition to providing the company with improved liquidity and financial flexibility, this important transaction significantly extends
debt maturities and establishes committed funding from a leading healthcare financing institution." Dr Virnich also commented, “We
are very pleased that we were able to complete these transactions without diluting our important existing shareholders, and would like
to thank Deerfield Healthcare for their many years of support to TOI as both a creditor and existing shareholder.”
"We are pleased to support TOI in its next phase of growth,"
said Matthew Rizzo of OrbiMed. " We are excited to play a role in TOI’s expansion and development as it continues to scale
and drive long term value for its patients and contracted payors."
About The Oncology Institute (www.theoncologyinstitute.com):
Founded in 2007, The Oncology Institute, Inc. (NASDAQ: TOI) is
advancing oncology by delivering highly specialized, value-based cancer care in the community setting. TOI offers cutting-edge, evidence-based
cancer care to a population of approximately 2.0 million patients including clinical trials, transfusions, and other care delivery models
traditionally associated with the most advanced care delivery organizations. With over 400 employed and network clinicians and over 100
clinics and network locations of care across five states and growing, TOI is changing oncology for the better. For more information visit
www.theoncologyinstitute.com.
Forward Looking Statement
This communication contains “forward-looking statements”
within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or TOI’s future financial or operating performance and are often identified by words such as “believe,”
“expect,” “anticipate,” “plan,” “intend,” “may,” “will,” “estimate,”
“continue,” “project,” “target,” or similar expressions.
These forward-looking statements include, without limitation, statements
regarding TOI’s growth strategy, liquidity, working capital needs, access to financing (including any asset-based credit facilities),
expected operational and financial performance, and market opportunities. These statements are based on current expectations, assumptions,
and information available to management and are not guarantees of future performance.
Actual results may differ materially from those expressed or implied
in forward-looking statements due to a variety of risks and uncertainties, including, among others: changes in the healthcare regulatory
environment; reimbursement and payor dynamics; competitive pressures; TOI’s ability to execute on its growth and value-based care
strategy; access to capital and liquidity; and the impact of litigation, government investigations, or other proceedings.
Additional factors that could cause actual results to differ materially
are described in TOI’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of
TOI’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date made, and
TOI undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this
communication, except as required by law.
Media
The Oncology Institute, Inc.
marketing@theoncologyinstitute.com
Investors
ICR Healthcare
TOI@icrhealthcare.com
