Current Report Filing (8-k)
May 22 2023 - 5:09PM
Edgar (US Regulatory)
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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
May 18, 2023
Date of Report (date of earliest event reported)
__________________________________________________________
The Oncology Institute, Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________
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Delaware (State or other jurisdiction of incorporation or organization) | 001-39248 (Commission File Number) | 84-3562323 (I.R.S. Employer Identification Number) |
18000 Studebaker Rd, Suite 800 Cerritos, California 90703 |
(Address of principal executive offices and zip code) |
(562) 735-3226 |
(Registrant's telephone number, including area code) |
__________________________________________________________
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:
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☐ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $0.001 | 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 12b-2 of the Exchange Act.
Emerging growth company ý
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Company’s termination of its Chief Operating Officer, Matthew Miller, M.D., effective June 16, 2023, on May 18, 2023, the Company notified Dr. Miller of his termination from his position as the Chief Operating Officer of the Company. In connection with his termination of employment, the Company has agreed to pay Dr. Miller the severance benefits provided in his employment agreement, including the continued payment of his base salary for three months following his termination of employment and the payment of his healthcare premiums for a period of three months following his termination of employment. In addition, the Company has agreed to extend the post-termination exercise period of his options through May 18, 2024. The foregoing severance benefits are subject to Dr. Miller’s execution and non-revocation of a general release of claims in favor of the Company. The Company does not expect to hire or appoint a new principal operating officer, or person performing similar functions, to replace the departure of Dr. Miller at the present time, as his duties shall transfer to the purview of the Company’s President, Dr. Daniel Virnich.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that are forward-looking and, as such, are not historical facts. These statements are based on current expectations, estimates, and projects about the Company’s business based, in part, on assumptions made by management, and are subject to a number of risks and uncertainties. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,” “potential,” “predicts,” “may,” “would,” “could,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. One should carefully consider the risks and uncertainties described in the “Risk Factors” section of the other documents filed by the Company from time to time with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 22, 2023
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The Oncology Institute, Inc. |
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By: | /s/ Mihir Shah |
Name: | Mihir Shah |
Title: | Chief Financial Officer |
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