UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 8.01. Other Events.
On August 28, 2023, the Board of Directors of The Oncology Institute, Inc. (the “Company”) approved a share repurchase program with authorization to purchase up to 2 million shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Company may repurchase shares from time to time through one or more securities broker-dealers, in open market purchases and negotiated purchases, in each case at price per share not to exceed $1.00. Shares repurchased by the Company pursuant to the share repurchase program shall be returned to the status of authorized but unissued shares of Common Stock.
In connection with the foregoing, on August 25, 2023, the Company entered into a limited consent (the “Limited Consent”), dated as of August 25, 2023, to that certain Facility Agreement, dated as of August 9, 2022 (as amended or otherwise modified from time to time, the “Facility Agreement”), by and among the Company, as borrower, certain of the Company’s subsidiaries from time to time party thereto as guarantors and Deerfield Partners, L.P., as agent for itself and the lenders (collectively, “Deerfield”). The Limited Consent permits the repurchase by the Company on or prior to September 16, 2023, of up to 2,000,000 shares of Common Stock in one or more open market or negotiated purchases, in each case at price per share not to exceed $1.00. The actual timing and amount of repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The Limited Consent does not obligate the Company to repurchase any amount of shares, and there can be no assurance that any shares will be repurchased. The Limited Consent also grants a one-time waiver under the Facility Agreement of certain delivery of any notice requirements.
The foregoing description of the Limited Consent does not purport to be complete and is qualified in its entirety by reference to the full text of the Limited Consent, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: August 30, 2023
The Oncology Institute, Inc. | |||||
By: | /s/ Mark Hueppelsheuser | ||||
Name: | Mark Hueppelsheuser | ||||
Title: | General Counsel | ||||