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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 28, 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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On July 28, 2026, The Oncology Institute,
Inc., a Delaware corporation (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment
(the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation changing the
Company’s name from “The Oncology Institute, Inc.” to “Starling Oncology, Inc.”, effective immediately.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Pursuant to Section 242 of the General Corporation
Law of the State of Delaware, no stockholder approval was required for the Certificate of Amendment because it only related to a name
change.
In connection with the name change, the Company’s
trading symbol for its common stock begins trading on the Nasdaq Stock Market LLC on August 3, 2026, as “STLN”.
Neither the name change, nor the symbol
change, affects the rights of the Company’s stockholders, and stockholders do not need to take any action in connection therewith.
The CUSIP number for the Company’s common stock remains 68236X100.
Item 7.01 Regulation FD Disclosure
On August 3, 2026, the Company issued a press
release announcing the name change and the symbol change from TOI to STLN. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information in this Item 7.01, including
Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
|
Description of Exhibit |
| 3.1 |
|
|
Certificate of Amendment to
the Third Amended and Restated Certificate of Incorporation dated July 28, 2026 |
| 99.1 |
|
|
Press Release dated August 3, 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: August 3, 2026 |
THE ONCOLOGY INSTITUTE, INC. |
| |
|
| |
By: |
/s/ Minh Merchant |
| |
Name: |
Minh Merchant
|
| |
Title: |
Chief Legal Officer |
Exhibit
99.1
The Oncology Institute Rebrands as Starling Oncology
Company to begin trading on Nasdaq under new
ticker symbol “STLN,” replacing “TOI”
CERRITOS, Calif., Aug. 3, 2026 (GLOBE NEWSWIRE) – The Oncology
Institute, Inc. ("TOI" or “the Company”), one of the largest value-based oncology groups in the United States, announced
today that it has rebranded to “Starling Oncology, Inc.™.” The Company's common stock will begin trading under the new
ticker symbol "STLN” on Nasdaq, effective August 4, 2026, replacing its previous ticker symbol “TOI.”
“We've spent the past several years rebuilding this organization,
reaching profitability, and scaling a technology-enabled, highly coordinated care model. We have proven that we have a better solution
for both payers and the patients who trust us with accessible, outcomes-focused, high-quality medical care," said Dan Virnich, MD,
MBA, FACHE, Chief Executive Officer of Starling Oncology. "Starling Oncology is a name that reflects our scale and our continued
upward trajectory as an organization. Like starlings in flight, our coordinated delivery model emphasizes accessibility and teamwork that
defines our commitment to community-based cancer care. Our name is changing, but our mission remains steadfast: delivering high-quality,
patient-centered cancer care to the communities we serve, with a focused ambition to help solve the cost crisis in oncology."
The rebrand marks an important milestone in the Company's continued
growth and reflects its evolution beyond a traditional oncology practice into an integrated oncology platform serving patients, providers,
and health plans across multiple markets.
As the Company rebrands, patients, payers and providers can expect the
same phone numbers, portal access, and points of contact throughout the transition, with no disruption to care.
About Starling Oncology:
Founded in 2007, Starling Oncology, Inc. (Nasdaq: STLN) is advancing
oncology by delivering highly specialized, value-based cancer care in the community setting. Formerly known as The Oncology Institute,
Starling Oncology offers cutting-edge, evidence-based cancer care to a population of approximately 2.1 million patients, including clinical
trials, transfusions, and other care delivery models traditionally associated with leading oncology organizations. With more than 400
employed and network clinicians and more than 100 clinics and network locations across five states and growing, Starling Oncology is coordinating
cancer care for the better. For more information, visit www.starlingoncology.com. Please follow us on LinkedIn, X (formerly Twitter),
or Bluesky.
Contacts:
Media
ICR Healthcare
StarlingPR@icrhealthcare.com
Investors
ICR Healthcare
StarlingIR@icrhealthcare.com
+++