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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)  May 7, 2025

___________________________________

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 7, 2025, The Oncology Institute, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) in which the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2025.

At the meeting, a total of 61,891,379 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) were voted, representing 81.70% of the 75,753,229 shares of Common Stock outstanding as of the March 17, 2025 record date. The results of the items voted on at the 2025 Annual Meeting are as follows:

Proposal 1: Election of Directors

The Company’s stockholders elected eight directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:

Nominee   For   Authority Withheld   Broker Non-Votes
             
Richard Barasch   39,183,430   654,584   22,053,365
Brad Hively   35,152,238   4,685,776   22,053,365
Karen Johnson   34,449,869   5,388,145   22,053,365
Mohit Kaushal   39,297,684   540,330   22,053,365
Gabriel Ling   35,197,055   4,640,959   22,053,365
Anne McGeorge   39,243,506   594,508   22,053,365
Mark Pacala   39,243,514   594,500   22,053,365
Daniel Virnich   39,773,654   64,360   22,053,365
             

Proposal 2: Ratification of the Appointment of Independent Registered Public Accountants

The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved. The votes regarding the ratification of the appointment were as follows:

For   Against   Abstain   Broker Non-Votes
             
61,175,079   682,121   34,179   N/A

Proposal 3: Approval to amend the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split if deemed appropriate by the Company’s Board of Directors (the “2025 Reverse Stock Split Proposal”)

The 2025 Reverse Stock Split Proposal was approved. The amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of between 1-for-5 and 1-for-40 will only be filed in the event the Board of Directors deems it to be necessary and appropriate within one year of the 2025 Annual Meeting. The votes regarding the approval of the 2025 Reverse Stock Split Proposal were as follows:

For   Against   Abstain   Broker Non-Votes
             
59,269,880   2,621,458   41   N/A

 

 

 
 

 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:  May 8, 2025 THE ONCOLOGY INSTITUTE, INC.
   
   By: /s/ Mark Hueppelsheuser
    Mark Hueppelsheuser

General Counsel

 

 

 

 

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May 07, 2025
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Entity File Number 001-39248
Entity Registrant Name THE ONCOLOGY INSTITUTE, INC.
Entity Central Index Key 0001799191
Entity Tax Identification Number 84-3562323
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 18000 Studebaker Road
Entity Address, Address Line Two Suite 800
Entity Address, City or Town Cerritos
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90703
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Title of 12(b) Security Common stock, par value $0.0001
Trading Symbol TOI
Security Exchange Name NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share
Trading Symbol TOIIW
Security Exchange Name NASDAQ
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