0001799191-24-000030 | 10-Q | XBRL Viewer

Accrued Expenses and Other Current and Non-Current Liabilities

9 Months Ended

Sep. 30, 2024

Accrued Expenses and Other Current and Non-Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2024 and December 31, 2023 consist of the following:


(in thousands)	September 30, 2024		December 31, 2023
Compensation, including bonuses, fringe benefits, and payroll taxes	$	7,302	$	5,518
Contract liabilities	1,382		545
Directors and officers insurance premiums	—		1,002
Deferred acquisition and contingent consideration (see Note 16)	168		2,206
Accrued interest	1,137		1,124
Other liabilities	5,447		3,601
Total accrued expenses and other current liabilities	$	15,436	$	13,996

Contract liabilities as of September 30, 2024 and December 31, 2023 consist of cumulative adjustments made to capitated revenue recognized in prior periods.

Pursuant to the Business Combination, the Company has agreed to indemnify members of the Board and certain officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. The Company entered into a $1,250 financing arrangement in November 2023 with a maturity date of August 2024 at 8.75% annual interest rate to pay 10 monthly principal payments of approximately $122 in premiums for directors’ and officers’ (“D&O”) insurance coverage through November 2024 to protect against such losses on November 12, 2021. The principal outstanding balance was $1,002 as of December 31, 2023. As of September 30, 2024, the remaining D&O principal balance was paid in full.

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 774	$ 784	$ 2,321	$ 2,240

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

The Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated amortization. See Note 2 for a summary of the Company’s policies relating to goodwill and intangible assets.

Intangible Assets

As of September 30, 2024, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	13 years	$	22,191	$	(11,544)	$	10,647
Trade names	10 years	6,650		(3,084)		3,566
Clinical contracts and noncompete agreements	8 years	3,191		(1,821)		1,370
Total intangible assets		$	32,032	$	(16,449)	$	15,583

As of December 31, 2023, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	13 years	$	22,191	$	(10,014)	$	12,177
Trade names	10 years	6,650		(2,594)		4,056
Clinical contracts and noncompete agreements	8 years	3,191		(1,520)		1,671
Total intangible assets		$	32,032	$	(14,128)	$	17,904

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of September 30, 2024 is as follows:


(in thousands)	Amount
Year ending December 31:
2024 (remaining three months)	$	774
2025	3,091
2026	3,060
2027	2,933
2028	2,828
Thereafter	2,897
Total	$	15,583

The aggregate amortization expense during the three months ended September 30, 2024 and 2023 was $774 and $784, respectively. The aggregate amortization expense during the nine months ended September 30, 2024 and 2023 was $2,321 and $2,240, respectively

Goodwill

The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, dispensary, patient services, and clinical trials & other. The goodwill allocated to each of the reporting units as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024		December 31, 2023
Patient services	$	2,679	$	2,679
Dispensary	4,551		4,551
Clinical trials & other	—		—
Total goodwill	$	7,230	$	7,230

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 and for the year ended December 31, 2023 are as follows:


(in thousands)	September 30, 2024		December 31, 2023

Balance as of January 1	$	7,230	$	21,418
Goodwill acquired	—		2,679
Goodwill impairment charges (see Note 2 and Note 7)	—		(16,867)
The end of the period	$	7,230	$	7,230

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 99,901	$ 82,035	$ 293,145	$ 238,451
Patient services
Disaggregation of Revenue [Line Items]
Total operating revenue	49,752	53,634	154,666	157,333
Capitated revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	14,813	18,056	51,182	51,410
FFS revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	34,939	35,578	103,484	105,923
Dispensary revenue
Disaggregation of Revenue [Line Items]
Total operating revenue	48,210	26,792	132,329	76,228
Clinical trials and other
Disaggregation of Revenue [Line Items]
Total operating revenue	$ 1,939	$ 1,609	$ 6,150	$ 4,890

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 5
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Marketable Securities and Fair Value Measurements - Summary of Information About Company’s Level 3 Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Derivative Earnout Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0	$ 803
Change in fair value included in other expense	0	(803)
Ending balance	0	0
Conversion Option Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	3,082	3,960
Change in fair value included in other expense	(2,568)	(878)
Ending balance	$ 514	$ 3,082

Share-Based Compensation - Summary of activity for the RSUs and Equity-Classified Medical RSUs (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Restricted Stock Units and Restricted Stock Awards
Number of Shares
Balance at the beginning (in shares)	2,176,422	2,106,540
Granted (in shares)	1,381,983	1,899,809
Vested (in shares)	(1,326,474)	(1,208,380)
Forfeited (in shares)	(770,252)	(673,064)
Balance at the end (in shares)	1,461,679	2,124,905
Weighted Average Grant Date Fair Value
Balance at the beginning (in dollars per share)	$ 3.50	$ 7.25
Granted (in dollars per share)	0.60	0.64
Vested (in dollars per share)	2.64	2.45
Forfeited (in dollars per share)	2.66	4.49
Balance at the end (in dollars per share)	$ 1.98	$ 4.44
Medical RSUs
Number of Shares
Balance at the beginning (in shares)	0	147,470
Granted (in shares)	387,797	824,288
Vested (in shares)	(387,797)	(971,758)
Forfeited (in shares)	0	0
Balance at the end (in shares)	0	0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (51,481,000)	$ (64,314,000)
Adjustments to reconcile net loss to cash and cash equivalents used in operating activities:
Depreciation and amortization	4,580,000	4,296,000
Amortization of debt issuance costs and debt discount	4,711,000	4,633,000
Goodwill impairment charges	0	16,867,000
Share-based compensation	9,863,000	13,731,000
Change in fair value of liability classified warrants	(572,000)	(58,000)
Change in fair value of liability classified earnouts	0	(792,000)
Change in fair value of liability classified conversion option derivatives	(2,568,000)	(2,034,000)
Realized loss on sale of investments	0	11,000
Unrealized (gain) loss on investments	(134,000)	(44,000)
Accretion of discount on investment securities	(499,000)	(712,000)
Deferred taxes	0	50,000
Credit losses	0	31,000
Loss on disposal of property and equipment	51,000	0
Changes in operating assets and liabilities:
Accounts receivable	(12,142,000)	(8,657,000)
Other receivables	193,000	153,000
Inventories	3,572,000	(2,913,000)
Prepaid expenses and other current assets	(8,000)	2,728,000
Operating right-of-use assets	2,086,000	4,448,000
Other assets	(27,000)	(83,000)
Accounts payable	8,476,000	3,961,000
Current and long-term operating lease liabilities	(1,436,000)	(3,909,000)
Accrued expenses and other current liabilities	4,815,000	579,000
Other non-current liabilities	(204,000)	(394,000)
Net cash and cash equivalents used in operating activities	(30,724,000)	(32,422,000)
Cash flows from investing activities:
Purchases of property and equipment	(2,034,000)	(3,706,000)
Cash paid for practice acquisitions, net	0	(4,300,000)
Purchases of marketable securities/investments	0	(9,683,000)
Sales of marketable securities/investments	50,000,000	68,702,000
Net cash and cash equivalents provided by investing activities	47,966,000	51,013,000
Cash flows from financing activities:
Payments made for financing of insurance payments	(1,002,000)	(3,010,000)
Payment of deferred consideration liability for acquisition	(2,372,000)	(959,000)
Principal payments on financing leases	(29,000)	(91,000)
Common stock repurchase	0	(1,019,000)
Common stock issued for options exercised	75,000	13,000
Net cash and cash equivalents used in financing activities	(3,328,000)	(5,066,000)
Net increase in cash and cash equivalents	13,914,000	13,525,000
Cash and cash equivalents at beginning of period	33,488,000	14,010,000
Cash and cash equivalents at end of period	47,402,000	27,535,000
Supplemental disclosure of noncash investing and financing activities:
Deferred consideration as part of practice acquisitions	0	1,813,000
Purchases of property and equipment included in accounts payable	1,667,000	0
Cash paid for:
Income taxes	0	226,000
Interest	$ 3,337,000	$ 3,383,000

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company evaluates contingencies based upon available evidence. In addition, allowances for losses are provided each year for disputed items which have continuing significance. The Company believes that allowances for losses have been provided to the extent necessary, and that its assessment of contingencies is reasonable. Due to the inherent uncertainties and subjectivity involved in accounting for contingencies, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. To the extent that the resolution of contingencies results in amounts which vary from management’s estimates, future operating results will be charged or credited. The principal commitments and contingencies are described below. Legal Matters The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to ASC No. 450-20, Disclosure of Certain Loss Contingencies. Indemnities The Company’s Amended and Restated Certificate of Incorporation and amended and restated bylaws require it, among other things, to indemnify the respective director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines, and settlements, paid by the individual in connection with any action, suit, or proceeding arising out of the individual’s status or service as its director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessors in connection with its facility leases for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments it could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheets. The Health Insurance Portability and Accountability Act The Health Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information. Organizations are required to be in compliance with HIPAA provisions. The Health Information Technology for Economic and Clinical Health Act (“HITECH”) imposes notification requirements in the event of certain security breaches relating to protected health information. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations. The Company believes it is in compliance with these laws. Regulatory Matters Laws and regulations governing the Medicare program and healthcare generally, are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medi-Cal programs. Many of the Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. The Company does not have any reserves for regulatory matters as of September 30, 2024 and December 31, 2023. Liability Insurance The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities, arising out of claims asserted against the Company or the Company’s affiliated professional organizations, in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage. Guarantees The Company, along with certain of the Company's subsidiaries from time to time party to the Facility Agreement (“Guarantors”), have pledged a first priority perfected lien on substantially all of their respective personal and real property, as collateral security for the payment of outstanding obligations, under the Facility Agreement.

Revenue - Additional Information (Details) - USD ($)	9 Months Ended
Revenue - Additional Information (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 01, 2023
Revenue from Contract with Customer [Abstract]
Contract with customer, asset	$ 0		$ 0	$ 0
Contract liabilities	1,382,000		$ 545,000	$ 1,139,000
Revenue recognized	$ 718,000	$ 432,000

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Patient services
Capitated revenue	$	14,813	$	18,056	$	51,182	$	51,410
FFS revenue	34,939		35,578		103,484		105,923
Subtotal	49,752		53,634		154,666		157,333
Dispensary revenue	48,210		26,792		132,329		76,228
Clinical trials and other	1,939		1,609		6,150		4,890
Total	$	99,901	$	82,035	$	293,145	$	238,451

Leases - Summary of Lessee, Operating Lease, Liability, Maturity and Finance Lease, Liability, Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
2024 (remaining three months)	$ 2,130
2025	8,460
2026	8,016
2027	6,806
2028	4,760
Thereafter	6,866
Total future lease payment	37,038
Less: amount representing interest	(5,625)
Present value of future lease payment (lease liabilities)	31,413
Lease liabilities, current	6,749	$ 6,363
Lease liabilities, noncurrent	24,664	$ 26,486
Finance Leases
2024 (remaining three months)	12
2025	42
2026	39
2027	29
2028	0
Thereafter	0
Total future lease payment	122
Less: amount representing interest	(10)
Present value of future lease payment (lease liabilities)	112
Lease liabilities, current	40
Lease liabilities, noncurrent	$ 72
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, noncurrent

Accrued Expenses and Other Current and Non-Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Nov. 30, 2023
Payables and Accruals [Abstract]
Compensation, including bonuses, fringe benefits, and payroll taxes	$ 7,302	$ 5,518
Contract liabilities	1,382	545
Directors and officers insurance premiums	0	1,002	$ 122
Deferred acquisition and contingent consideration (see Note 16)	168	2,206
Accrued interest	1,137	1,124
Other liabilities	5,447	3,601
Total accrued expenses and other current liabilities	$ 15,436	$ 13,996

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recorded income tax expense of $0 for the three and nine months ended September 30, 2024, as compared to income tax expense of $135 and $278 for the three and nine months ended September 30, 2023, respectively. The decrease of $278, in income tax expense is primarily related to the corresponding change in the valuation allowance for TOI. The Company's effective tax rate increased to 0.00% for the nine months ended September 30, 2024, from (0.43)% for the nine months ended September 30, 2023. The Company's effective tax rate for the three and nine months ended September 30, 2024 was different than the U.S. federal statutory tax rate of 21.00%, primarily due to the change in the valuation allowance, partially offset by non-deductible expenses, as well as the Section 162(m) limitation on compensation for covered employees, and Section 163(l) limitation on interest expense related to the convertible note, all of which are non-taxable for federal income tax purposes.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Weighted Average Assumptions used in the Black-Scholes-Merton Option-Pricing Model

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the Stock Option units granted during the nine months ended September 30, 2024 and 2023 are provided in the following table:


	September 30, 2024		September 30, 2023
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	80.20	%	64.00	%
Risk-free rate	4.40	%	3.40	%
Expected term (years)	6.25		6.25

Summary of Stock Option Activity

Stock option activity during the nine months ended September 30, 2024 and 2023 is as follows:


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2024	8,525,262	$	1.74
Granted	1,579,393	2.00
Exercised	(87,350)	0.86
Forfeited	(2,034,526)	2.31
Expired	(220,884)	1.19
Balance at September 30, 2024	7,761,895	$	1.67	6.63	$	—
Vested Options Exercisable at September 30, 2024	5,407,495	$	1.51	5.70	$	—


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2023	8,049,474	$	2.14
Granted	1,948,354	0.48
Exercised	(14,616)	0.86
Forfeited	(1,050,646)	2.31
Expired	(103,184)	1.32
Balance at September 30, 2023	8,829,382	$	1.76	7.09	$	4,110
Vested Options Exercisable at September 30, 2023	3,915,306	$	1.32	5.91	$	1,925

Summary of activity for the RSUs and Equity-Classified Medical RSUs

A summary of the activity for the RSUs for the nine months ended September 30, 2024 and 2023, respectively, are shown in the following table:


	Nine Months Ended September 30,
	2024			2023
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	2,176,422	$	3.50	2,106,540	$	7.25
Granted	1,381,983	0.60		1,899,809	0.64
Vested	(1,326,474)	2.64		(1,208,380)	2.45
Forfeited	(770,252)	2.66		(673,064)	4.49
Unvested at end of year	1,461,679	$	1.98	2,124,905	$	4.44

A summary of the activity for the equity-classified Medical RSUs for the nine months ended September 30, 2024 and 2023, respectively, is shown in the following table:


	Nine Months Ended September 30,
	2024	2023
Balance at beginning of period	—	147,470
Granted	387,797	824,288
Vested	(387,797)	(971,758)
Forfeited	—	—
Balance at end of period	—	—

Summary of Activity for Employee Earnout Shares

A summary of the activity for the Employee Earnout Shares for the nine months ended September 30, 2024 and 2023 is shown in the following table:


	Nine months ended September 30
	2024	2023
Outstanding at beginning of period	1,401,064	1,417,632
Granted	—	—
Vested	—	—
Forfeited	(607,056)	(16,568)
Outstanding at end of period	794,008	1,401,064

Accrued Expenses and Other Current and Non-Current Liabilities - Additional Information (Details) $ in Thousands	Nov. 30, 2023 USD ($) installment	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Payables and Accruals [Abstract]
Financing arrangement	$ 1,250
Interest rate (as a percent)	8.75%
Number of monthly principal payments \| installment	10
Premiums for directors and officers	$ 122	$ 0	$ 1,002
Accrued insurance, principal outstanding balance			$ 1,002

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation.

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	September 30, 2024		December 31, 2023
Computers and software	60 months	$	3,865	$	3,035
Office furniture	84 months	709		724
Leasehold improvements	Shorter of lease term or estimated useful life	10,438		9,214
Medical equipment	60 months	1,441		2,082
Construction in progress		2,241		1,801
Finance lease ROU assets	Shorter of lease term or estimated useful life	207		207
Less: accumulated depreciation		(6,627)		(6,180)
Total property and equipment, net		$	12,274	$	10,883

Depreciation expense for the three months ended September 30, 2024 and 2023 was $800 and $914, respectively. Depreciation expense for the nine months ended September 30, 2024 and 2023 was $2,259 and $2,056, respectively.

Accounts Receivable - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 01, 2023
Receivables [Abstract]
Accounts receivable, allowance for credit loss, current	$ 0		$ 0		$ 0
Accounts receivable, remaining amount						$ 39,816,000
Accounts receivable, bad debt recovery	$ 0	$ 0	$ 0	$ 11,000
Write-offs charged against the allowance		$ 31,000		$ 42,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Related party transactions include payments for consulting services provided to the Company, clinical trials, board fees and expenses. Related party payments for the three and nine months ended September 30, 2024 and 2023 were as follows:


(in thousands)		Three Months Ended September 30,				Nine Months Ended September 30,
	Type	2024		2023		2024		2023
American Institute of Research	Consulting	$	—	$	14	$	—	$	38
Karen M Johnson	Board Fees	19		13		58		38
Richard Barasch	Board Fees	—		—		5		—
Anne M. McGeorge	Board Fees	19		29		56		58
Mohit Kaushal	Board Fees	19		32		58		59
Ravi Sarin	Board Fees	—		29		—		54
Maeve O'Meara Duke	Board Fees	19		13		57		38

M33 Growth LLC (Gabe Ling)	Board Fees	19		33		59		58
Mark L. Pacala	Board Fees	19		29		57		58
Richy Agajanian MD	Clinical Trials	—		5		—		12
Brad Hively	Board Fees	29		2		66		4
Total		$	143	$	199	$	416	$	417

There are no outstanding related party balances at September 30, 2024 and December 31, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Significant Risks and Uncertainties Including Business and Credit Concentrations

9 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

Significant Risks and Uncertainties Including Business and Credit Concentrations

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, and investment securities.

Cash accounts in a financial institution may, at times, exceed the Federal Deposit Insurance Corporation coverage of $250 per account ownership category. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

The Company’s accounts receivable has implicit collection risk. The Company grants credit without collateral to their patients, most of whom are local residents and are insured under third-party payor agreements. The Company believes this risk is partially mitigated by the Company’s establishment of long-term agreements and relationships with third-party payors that provide the Company with insight into historic collectability and improve the collections process.

The Company's investment securities portfolio is managed by a third-party vendor to provide a relatively stable source of investment income from excess liquidity while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk, and interest rate risk.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Percentage of Patient Services Net Revenue:
Payor A	N/A		11	%	N/A		11	%
Payor B	18	%	14	%	17	%	14	%

There was no concentration of gross receivables of patient services revenue on a percentage basis for major payors at September 30, 2024 and December 31, 2023.

All of the Company’s revenue is generated from customers located in the United States.

Vendor Concentration Risk

The concentration of cost of sales on a percentage basis for major vendors for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Percentage of Direct Costs:
Vendor A	100	%	100	%	100	%	100%

The concentration of gross payables on a percentage basis for major payors at September 30, 2024 and December 31, 2023 are as follows:


	September 30, 2024		December 31, 2023
Percentage of Gross Payables:
Vendor A	65	%	70	%

Business Combinations - Additional Information (Details)			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 28, 2023 USD ($)	Jun. 05, 2023 USD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) assetAcquisition	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) businessCombination
Business Acquisition [Line Items]
Number of businesses acquired \| businessCombination								2
Number of asset acquisition \| assetAcquisition						0
Contingent consideration						$ 2,372,000	$ 959,000
Change in fair value of earnout liabilities				$ 0	$ (23,000)	0	(792,000)
Southland
Business Acquisition [Line Items]
Cash		$ 4,300,000
Contingent consideration		2,072,000	$ 2,000,000
Deferred cash consideration liability		1,813,000				0		$ 1,944,000
Change in fair value of earnout liabilities				0		36,000		$ 131,000
Southland \| Clinical contracts and noncompetes
Business Acquisition [Line Items]
Intangibles assets acquired		$ 2,844,000
Weighted average amortization period (in years)		5 years
Southland \| Payor Contracts Agreements
Business Acquisition [Line Items]
Weighted average amortization period (in years)		18 years
Bolsa provisional
Business Acquisition [Line Items]
Cash	$ 157,000
Deferred cash consideration liability	0
Acquisition cost				0	$ 41,000	0	$ 112,000
Bolsa provisional \| Clinical contracts and noncompetes
Business Acquisition [Line Items]
Intangibles assets acquired	113,000
Bolsa provisional \| Clinical Contracts And Licenses
Business Acquisition [Line Items]
Intangibles assets acquired	$ 113,000
Bolsa provisional \| Clinical contracts and noncompete agreements
Business Acquisition [Line Items]
Weighted average amortization period (in years)	10 years
Bolsa provisional \| License
Business Acquisition [Line Items]
Weighted average amortization period (in years)	2 years
Raiker
Business Acquisition [Line Items]
Cumulative revenue				22,643,000		55,273,000
Cumulative net income				$ 4,506,000		$ 10,146,000

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets, Net

As of September 30, 2024, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	13 years	$	22,191	$	(11,544)	$	10,647
Trade names	10 years	6,650		(3,084)		3,566
Clinical contracts and noncompete agreements	8 years	3,191		(1,821)		1,370
Total intangible assets		$	32,032	$	(16,449)	$	15,583

As of December 31, 2023, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	13 years	$	22,191	$	(10,014)	$	12,177
Trade names	10 years	6,650		(2,594)		4,056
Clinical contracts and noncompete agreements	8 years	3,191		(1,520)		1,671
Total intangible assets		$	32,032	$	(14,128)	$	17,904

Summary of Estimated Aggregate Amortization Expense

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of September 30, 2024 is as follows:


(in thousands)	Amount
Year ending December 31:
2024 (remaining three months)	$	774
2025	3,091
2026	3,060
2027	2,933
2028	2,828
Thereafter	2,897
Total	$	15,583

Summary of Goodwill Allocated to Each of the Reporting Units and Changes in Carrying Amount of Goodwill

The goodwill allocated to each of the reporting units as of September 30, 2024 and December 31, 2023 is as follows:


(in thousands)	September 30, 2024		December 31, 2023
Patient services	$	2,679	$	2,679
Dispensary	4,551		4,551
Clinical trials & other	—		—
Total goodwill	$	7,230	$	7,230

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 and for the year ended December 31, 2023 are as follows:


(in thousands)	September 30, 2024		December 31, 2023

Balance as of January 1	$	7,230	$	21,418
Goodwill acquired	—		2,679
Goodwill impairment charges (see Note 2 and Note 7)	—		(16,867)
The end of the period	$	7,230	$	7,230

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Marketable Securities and Fair Value Measurements - Summary of Level 3 Fair Value Measurements Inputs Used in the Valuations (Details)	Sep. 30, 2024 $ / shares year	Dec. 31, 2023 $ / shares year
Unit price \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.33	2.04
Unit price \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.33	2.04
Unit price \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.33	2.04
Unit price \| Conversion Option Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| $ / shares	0.33	2.04
Term (in years) \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| year	0.12	0.87
Term (in years) \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| year	0.12	0.87
Term (in years) \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| year	2.86	3.61
Term (in years) \| Conversion Option Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs \| year	2.86	3.61
Volatility \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	1.0520	0.4940
Volatility \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	1.0520	0.4940
Volatility \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	1.1010	0.5860
Volatility \| Conversion Option Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	1.1010	0.5860
Risk-free rate \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0460	0.0490
Risk-free rate \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0460	0.0490
Risk-free rate \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0350	0.0390
Risk-free rate \| Conversion Option Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.0350	0.0390
Dividend yield \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0
Dividend yield \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0
Dividend yield \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0
Dividend yield \| Conversion Option Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0
Cost of equity \| First Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.1610	0.1690
Cost of equity \| Second Tranche Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0.1610	0.1690
Cost of equity \| Convertible Note Warrant Derivative Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0.0000
Cost of equity \| Conversion Option Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value measurements inputs	0	0.0000

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Summary of Inventories

The Company’s inventories as of September 30, 2024 and December 31, 2023 were as follows:


(in thousands)	September 30, 2024		December 31, 2023
Oral drug inventory	$	3,761	$	3,640
IV drug inventory	6,345		10,038
Total	$	10,106	$	13,678

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Summary of Fair Values Assigned to Identifiable Assets Acquired and Liabilities Assumed

The following table summarizes the fair values assigned to identifiable assets acquired and liabilities assumed.



(in thousands)	Southland		Bolsa provisional		Total
Consideration:
Cash	$	4,300	$	157	$	4,457
Deferred	1,813		—		1,813
Fair value of total consideration transferred	6,113		157		6,270

Estimated fair value of identifiable assets acquired and liabilities assumed:


Inventory	$	—	$	32	$	32

Property and equipment	590		12		602
Operating right of use assets	4,246		44		4,290
Clinical contracts and noncompetes	2,844		113		2,957

Goodwill	2,679		—		2,679
Total assets acquired	10,359		201		10,560

Current portion of operating lease liabilities	378		27		405


Operating lease liabilities	3,868		17		3,885
Total liabilities assumed	4,246		44		4,290
Net assets acquired	$	6,113	$	157	$	6,270

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 22, 2024, the Company reached a settlement agreement through arbitration in connection with a legal dispute involving a contractual disagreement with a provider. The arbitration ruling was favorable to the Company and resulted in a $4.1 million settlement payment to the Company. Under the terms of the settlement, the Company will receive this payment in four installments by December 31, 2024.

Inventories

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventories

The Company purchases intravenous chemotherapy drugs and oral prescription drugs from primarily one supplier.

The Company’s inventories as of September 30, 2024 and December 31, 2023 were as follows:


(in thousands)	September 30, 2024		December 31, 2023
Oral drug inventory	$	3,761	$	3,640
IV drug inventory	6,345		10,038
Total	$	10,106	$	13,678

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of TOI, its subsidiaries, all of which are controlled by TOI through majority voting control, and variable interest entities (“VIEs”) for which TOI (through TOI Management) is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation.
Variable Interest Entities	Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income or losses from these subsidiaries are included in the consolidated amounts as presented on the Condensed Consolidated Statements of Operations. The Company holds variable interests in TOI PCs, which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of September 30, 2024, TOI held variable interests in TOI CA, The Oncology Institute FL, LLC, a Professional Corporation ("TOI FL"), The Oncology Institute OR, a Professional Corporation ("TOI OR"), and The Oncology Institute TX, a Professional Corporation ("TOI TX"), all of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements.
Business Combinations	Business Combinations The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification ("ASC") Topic No. 805, Business Combinations (“ASC 805”). The Company first assesses whether an acquisition constitutes a business combination or asset acquisition by applying the screening test and analyzing whether the acquired entity has substantive inputs, processes, and the ability to produce outputs. Upon concluding an acquisition is a business combination, per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an acquirer obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired.
Segment Reporting	Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient services, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgments related to revenue recognition, estimated accounts receivable and the allowance for credit losses, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired identifiable assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgments related to deferred income taxes. For the nine months ended September 30, 2024, due to historical Direct and Indirect Remuneration (DIR) fee run out data and low reimbursement, the Company changed its estimates for DIR fees incurred. The result of this change in estimate resulted in a decrease to the dispensary operating revenue segment and net income by approximately $2.4 million for the nine months ended September 30, 2024.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company's Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Under the two-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options, restricted stock units, Medical RSUs (defined in Note 14), earnout shares (defined in Note 14), public warrants, private placement warrants, and Senior Secured Convertible Notes (defined in Note 11). The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants, and private placement warrants. The if-converted method is used to calculate the potentially dilutive effect of the Senior Secured Notes. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential shares of common stock that are dilutive, subject to dilution sequencing rules. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted net income (loss) per share until the market conditions have been met (see more detail on the earnout shares in Note 14). The Medical RSUs are also contingently issuable; therefore, they are excluded from basic net income (loss) per share until the performance and service conditions have been met (see more detail in Note 14). Further, the number of contingently issuable Medical RSUs included in diluted net income (loss) per share is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period and if the result would be dilutive. For the periods presented, the public and private placement warrants are out of the money; therefore, the public and private placement warrants are antidilutive and excluded from diluted net loss per share.
Fair Value Measurements	Fair Value Measurements The Company accounts for fair value measurements under ASC Topic No. 820, Fair Value Measurements (“ASC 820”). The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 7 for further discussion): Level 1inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company's fair value measurement methodology for cash and cash equivalents, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments. Fair value measurement of investment securities available for sale is based upon quoted prices from active markets, if available (Level 1). If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation methodologies. Level 2 investment securities include US Treasuries purchased in the secondary market that use pricing inputs other than quoted prices in active markets and fair value is determined using pricing models or other valuation methodologies such as broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. Contingent considerations are valued using a present value factor using credit rating yields which are considered to be a Level 3 fair value measurement. Fair value measurements used for the goodwill and intangible assets are based on the discounted cash flow method within the income approach and guideline public company method to value the reporting units, which is considered to be a Level 3 fair value measurement. The unobservable inputs utilized in determining the fair value of goodwill based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. Inputs used to calculate the fair value based on the market approach include the revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples based on guidelines for similar publicly traded companies and recent transactions. Fair value measurements of derivative warrants and earnout liabilities are based on Binomial Lattice and Monte-Carlo Simulation Models, respectively, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the derivative warrants and earnouts is the expected volatility of the common stock. Fair value measurements of the convertible note warrant and conversion option derivative liabilities are based on the Black-Derman-Toy model implemented in the Binomial Lattice and Black-Scholes Models, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the convertible note warrant and conversion option derivative liabilities is the expected volatility of the common stock.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash primarily consists of deposits with banking institutions. The Company considers all highly liquid investments that are both readily convertible into cash and mature within three months from the date of purchase to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses	Accounts Receivable and Allowance for Credit Losses The Company’s accounts receivables are recorded and stated at the amount expected to be collected determined by each payor, net of an allowance for credit losses, under ASC Topic No. 310, Receivables (“ASC 310”). In accordance with ASC Topic No. 326, Financial Instruments — Credit Losses (“ASC 326”), the Company recognizes credit losses based on a forward-looking current expected credit losses (“CECL”) model. The Company segregates accounts receivables into portfolio segments based on shared risk characteristics, such as line of business and customer type, for evaluation of expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, default-based statistics, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses is developed using a loss rate method and is recognized in the Condensed Consolidated Statement of Operations. The uncollectible accounts receivables are written off on a quarterly basis in the period when collection activities cease due to a final determination that all or a portion of the balance is no longer collectible and if there is no pending litigation activity related to the receivable.
Goodwill	Goodwill The Company accounts for goodwill under Accounting Standards Codification Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”). Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized but is required to be evaluated for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit.
Debt	Debt The Company accounts for debt net of debt issuance costs and debt discount. Debt issuance costs and debt discount are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method. The Company accounts for bifurcated, debt-classified embedded features separately as derivative liabilities pursuant to ASC Topic No. 815, Derivatives and Hedging ("ASC 815"). Bifurcated, debt-classified embedded features are recorded at fair value on the Company's balance sheet with subsequent changes in fair value recorded in the Condensed Consolidated Statement of Operations each reporting period.
Investments in Marketable Securities	Investments in Marketable Securities The Company's investments in marketable securities are classified as available-for-sale and are carried at fair value. The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments ("ASC 825"), where changes in fair value are recorded in unrealized gains (losses), net on the Company's Condensed Consolidated Statements of Operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as current assets if the maturity date is less than one year from the balance sheet date. Interest income and accretion on marketable securities are included in interest income in the Consolidated Statements of Operations. Realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the Condensed Consolidated Statements of Operations. The cost of securities sold is based on the First In, First Out method. At each reporting period, the Company evaluates available-for-sale marketable securities, to the extent the fair value option is not elected, for any credit-related impairment when the fair value of the investment is less than its amortized cost. If the Company determines that the decline in fair value is below the carrying value and this decline is other-than-temporary, credit-related impairment is recognized in the Consolidated Statement of Operations in accordance with ASC 320, Debt Securities. As of September 30, 2024, there were no available-for-sale instruments for which the fair value option was not elected.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented.
Recently Issued and Adopted Accounting Standards	Recently Issued and Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The new standard became effective for the Company on January 1, 2024. The adoption of this standard did not have a material impact on our condensed consolidated financial statements as of September 30, 2024. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers (“ASC 606”). The guidance became effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company adopted ASU 2021-08 on January 1, 2024 on a prospective basis. On October 9, 2023, the FASB issued ASU 2023-06: Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"), which amends the disclosure and presentation requirements related to various Codification subtopics. The ASU ("ASU 2023-06") was issued in response to the SEC’s August 2018 final rule that updated and simplified disclosure requirements the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The new guidance is intended to align U.S. GAAP and SEC requirements while facilitating the application of U.S. GAAP for all entities. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. We are currently evaluating the impact of the guidance on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide, in interim periods, all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The ASU ("ASU 2023-07") does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The standard became effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company expects this ASU to only impact our disclosures with no impact to our results of operations, cash flows and financial condition. Moreover, in December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures ("ASU 2023-09"). The new standard requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company expects this ASU to only impact the presentation of our disclosures with no impact to our results of operations, cash flows, and financial condition.

Description of the Business (Details)	9 Months Ended
Description of the Business (Details)	Sep. 30, 2024 oncologist clinicLocation state
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Minimum number of oncologists and mid-level professionals within three states \| oncologist	120
Minimum number of clinic locations within three states \| clinicLocation	72
Number of states in which entity operates \| state	4

Marketable Securities and Fair Value Measurements - Summary of Carrying Amounts of Company's Recurring and Non-Recurring Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financial assets:
Cash equivalents	$ 38,030
Investment, Type [Extensible Enumeration]		Marketable securities
Financial liabilities:
Derivative warrant liabilities	64	$ 636
Conversion option derivative liabilities	514	3,082
Recurring
Financial assets:
Cash equivalents		22,783
Marketable securities		49,367
Financial liabilities:
Derivative warrant liabilities	64	636
Conversion option derivative liabilities	514	3,082
Contingent consideration liability		1,944
Level 1
Financial assets:
Cash equivalents	0
Level 1 \| Recurring
Financial assets:
Cash equivalents		0
Marketable securities		0
Financial liabilities:
Derivative warrant liabilities	0	0
Conversion option derivative liabilities	0	0
Contingent consideration liability		0
Level 2
Financial assets:
Cash equivalents	38,030
Level 2 \| Recurring
Financial assets:
Cash equivalents		22,783
Marketable securities		49,367
Financial liabilities:
Derivative warrant liabilities	64	636
Conversion option derivative liabilities	0	0
Contingent consideration liability		1,944
Level 3
Financial assets:
Cash equivalents	0
Level 3 \| Recurring
Financial assets:
Cash equivalents		0
Marketable securities		0
Financial liabilities:
Derivative warrant liabilities	0	0
Conversion option derivative liabilities	$ 514	3,082
Contingent consideration liability		$ 0

Business Combinations

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Combinations

During the year ended December 31, 2023, the Company closed on two business combinations. There were no business combinations or asset acquisitions during the nine months ended September 30, 2024.

Practice Acquisitions

For the acquisition of various clinical practices, the Company applied the acquisition method of accounting, where the total purchase price was allocated, or preliminarily allocated, to the tangible and intangible assets acquired and liabilities assumed, based on their fair values as of the acquisition dates.

Southland Practice Acquisition

On June 5, 2023, the Company acquired certain non-clinical assets of Covina Cancer Care Medical Center Inc. d/b/a Southland Radiation Oncology Network from Arvind Lapsiwala, M.D. (“Dr. Arvind” and such acquisition, the "Southland Practice Acqusition"). Intangible assets of $2,844 were provisionally recognized pursuant to the acquisition in the form of payor contracts and non-compete agreements with a weighted average amortization period of 18 and 5 years, respectively. The Company became liable for purchase consideration that consisted of $4,300 in cash paid upon closing and contingent consideration of $2,072. The deferred contingent cash consideration represents a fixed amount that is contingent upon the non-cancellation of the Transition Services Agreement by the seller. The fair value of the deferred cash consideration liability was determined to be $1,813 at the acquisition date.

The Southland Practice Acquisition was determined to constitute a business combination in accordance with ASC 805. The deferred cash consideration liability was remeasured at each reporting period until the contingent milestone was achieved or the liability was settled. Any changes in the fair value of the deferred cash consideration liability was recognized in the Condensed Consolidated Statements of Operations. The Company recognized $0 and $36 for the three and nine months ended September 30, 2024 and $131 for the year ended December 31, 2023, respectively, in the Condensed Consolidated Statements of Operations for the change in fair value for the deferred cash consideration liability. The Company paid $2 million in June 2024 in regards to the deferred cash consideration liability. The remaining deferred cash consideration was paid in July 2024. The fair value of the deferred cash consideration liability was $0 and $1,944 at September 30, 2024 and December 31, 2023, respectively.

Bolsa Pharmacy Acquisition

On November 28, 2023, the Company acquired certain clinical and non-clinical assets of Bolsa Medical Pharmacy (the "Bolsa Practice Acquisition"). Intangible assets of $113 were provisionally recognized pursuant to the acquisition in the form of clinical contracts and licenses with a weighted average amortization period of 10 and 2 years, respectively. The Company became liable for purchase consideration of $157 in cash which was paid upon closing.

The Bolsa Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

Summary of Consideration Transferred

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies we expect to achieve, such as the use of our existing infrastructure to support the added membership, and future economic benefits arising from the assembled workforce. The purchase consideration for the acquisitions has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired including a residual amount of tax deductible goodwill as noted in the provisional fair value table below.

There were no acquisition costs for the three and nine months ended September 30, 2024. Acquisition costs amounted to $41 and $112 for the three and nine months ended September 30, 2023, respectively, and were recorded as “General and administrative expenses” in the accompanying Condensed Consolidated Statements of Operations.

The following table summarizes the fair values assigned to identifiable assets acquired and liabilities assumed.



(in thousands)	Southland		Bolsa provisional		Total
Consideration:
Cash	$	4,300	$	157	$	4,457
Deferred	1,813		—		1,813
Fair value of total consideration transferred	6,113		157		6,270

Estimated fair value of identifiable assets acquired and liabilities assumed:


Inventory	$	—	$	32	$	32

Property and equipment	590		12		602
Operating right of use assets	4,246		44		4,290
Clinical contracts and noncompetes	2,844		113		2,957

Goodwill	2,679		—		2,679
Total assets acquired	10,359		201		10,560

Current portion of operating lease liabilities	378		27		405


Operating lease liabilities	3,868		17		3,885
Total liabilities assumed	4,246		44		4,290
Net assets acquired	$	6,113	$	157	$	6,270

The establishment of the allocation to goodwill requires the extensive use of accounting estimates and management judgment. The fair values assigned to the assets acquired are based on estimates and assumptions from data that is readily available.

The Company recognized $22,643 and $55,273 in cumulative revenue and $4,506 and $10,146 in cumulative net income in its Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024, respectively, related to clinical practices acquired in the prior year.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	77,292,849	75,879,025
Common stock, shares outstanding (in shares)	75,559,075	74,145,251
Series A preferred shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A preferred shares, authorized (in shares)	10,000,000	10,000,000
Series A preferred shares, shares issued (in shares)	165,045	165,045
Series A preferred shares, outstanding (in shares)	165,045	165,045
Treasury stock (in shares)	1,733,774	1,733,774
Total assets	$ 179,183	$ 209,240
Total liabilities	163,701	152,215
Variable Interest Entity
Total assets	76,035	71,305
Total liabilities	$ 266,205	$ 210,422

Significant Risks and Uncertainties Including Business and Credit Concentrations - Summary of Vendor Concentration Risk (Details) - Supplier Concentration - Vendor A	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cost of Goods and Service Benchmark
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage (as a percent)	100.00%	100.00%	100.00%	100.00%
Gross Payables
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage (as a percent)			65.00%		70.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue
Total operating revenue	$ 99,901,000	$ 82,035,000	$ 293,145,000	$ 238,451,000
Operating expenses
Goodwill impairment charges	0	0	0	16,867,000
Selling, general and administrative expense	26,646,000	28,205,000	82,970,000	85,761,000
Depreciation and amortization	1,573,000	1,698,000	4,580,000	4,296,000
Total operating expenses	113,754,000	95,960,000	341,334,000	300,181,000
Loss from operations	(13,853,000)	(13,925,000)	(48,189,000)	(61,730,000)
Other non-operating expense (income)
Interest expense, net	2,225,000	1,755,000	6,328,000	4,836,000
Change in fair value of derivative warrant liabilities	(20,000)	203,000	(572,000)	(58,000)
Change in fair value of earnout liabilities	0	(23,000)	0	(792,000)
Change in fair value of conversion option derivative liabilities	0	1,284,000	(2,568,000)	(2,034,000)
Other, net	55,000	140,000	104,000	354,000
Total other non-operating loss	2,260,000	3,359,000	3,292,000	2,306,000
Loss before provision for income taxes	(16,113,000)	(17,284,000)	(51,481,000)	(64,036,000)
Income tax expense	0	(135,000)	0	(278,000)
Net loss	$ (16,113,000)	$ (17,419,000)	$ (51,481,000)	$ (64,314,000)
Net loss per share attributable to common stockholders:
Basic (in dollars per share)	$ (0.18)	$ (0.19)	$ (0.56)	$ (0.71)
Diluted (in dollars per share)	$ (0.18)	$ (0.19)	$ (0.56)	$ (0.71)
Weighted-average number of shares outstanding:
Basic (in shares)	75,524,823	73,469,101	74,838,340	73,679,454
Diluted (in shares)	75,524,823	73,469,101	74,838,340	73,679,454
Patient services
Revenue
Total operating revenue	$ 49,752,000	$ 53,634,000	$ 154,666,000	$ 157,333,000
Operating expenses
Direct costs	45,118,000	44,961,000	141,137,000	132,653,000
Dispensary
Revenue
Total operating revenue	48,210,000	26,792,000	132,329,000	76,228,000
Operating expenses
Direct costs	40,091,000	21,072,000	111,701,000	60,328,000
Clinical trials & other
Revenue
Total operating revenue	1,939,000	1,609,000	6,150,000	4,890,000
Operating expenses
Direct costs	$ 326,000	$ 24,000	$ 946,000	$ 276,000

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Summary of Related Party Payments

Related party payments for the three and nine months ended September 30, 2024 and 2023 were as follows:


(in thousands)		Three Months Ended September 30,				Nine Months Ended September 30,
	Type	2024		2023		2024		2023
American Institute of Research	Consulting	$	—	$	14	$	—	$	38
Karen M Johnson	Board Fees	19		13		58		38
Richard Barasch	Board Fees	—		—		5		—
Anne M. McGeorge	Board Fees	19		29		56		58
Mohit Kaushal	Board Fees	19		32		58		59
Ravi Sarin	Board Fees	—		29		—		54
Maeve O'Meara Duke	Board Fees	19		13		57		38

M33 Growth LLC (Gabe Ling)	Board Fees	19		33		59		58
Mark L. Pacala	Board Fees	19		29		57		58
Richy Agajanian MD	Clinical Trials	—		5		—		12
Brad Hively	Board Fees	29		2		66		4
Total		$	143	$	199	$	416	$	417

Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables)

9 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

Summary of Concentration Risk

The concentration of net revenue on a percentage basis for major payors for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Percentage of Patient Services Net Revenue:
Payor A	N/A		11	%	N/A		11	%
Payor B	18	%	14	%	17	%	14	%

The concentration of cost of sales on a percentage basis for major vendors for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Percentage of Direct Costs:
Vendor A	100	%	100	%	100	%	100%

The concentration of gross payables on a percentage basis for major payors at September 30, 2024 and December 31, 2023 are as follows:


	September 30, 2024		December 31, 2023
Percentage of Gross Payables:
Vendor A	65	%	70	%

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 800	$ 914	$ 2,259	$ 2,056

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	September 30, 2024		December 31, 2023
Computers and software	60 months	$	3,865	$	3,035
Office furniture	84 months	709		724
Leasehold improvements	Shorter of lease term or estimated useful life	10,438		9,214
Medical equipment	60 months	1,441		2,082
Construction in progress		2,241		1,801
Finance lease ROU assets	Shorter of lease term or estimated useful life	207		207
Less: accumulated depreciation		(6,627)		(6,180)
Total property and equipment, net		$	12,274	$	10,883

Segment Information - Summary of Financial Information for the Company's Segments (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information
Consolidated revenue	$ 99,901,000	$ 82,035,000		$ 293,145,000	$ 238,451,000
Total segment depreciation expense	800,000	914,000		2,259,000	2,056,000
Total segment amortization	774,000	784,000		2,321,000	2,240,000
Total impairment charges	0	0	$ 16,867,000	0	16,867,000	$ 16,867,000
Selling, general and administrative expense	26,646,000	28,205,000		82,970,000	85,761,000
Non-segment depreciation and amortization	1,573,000	1,698,000		4,580,000	4,296,000
Loss from operations	(13,853,000)	(13,925,000)		(48,189,000)	(61,730,000)
Operating Segments
Segment Reporting Information
Consolidated revenue	99,901,000	82,035,000		293,145,000	238,451,000
Total segment direct costs	85,535,000	66,057,000		253,784,000	193,257,000
Total segment depreciation expense	590,000	780,000		1,666,000	1,676,000
Total segment amortization	773,000	784,000		1,547,000	2,240,000
Total segment operating income	13,003,000	14,414,000		36,148,000	41,277,000
Total impairment charges	0	0		0	16,867,000
Selling, general and administrative expense	26,646,000	28,205,000		82,970,000	85,761,000
Operating Segments \| Patient services
Segment Reporting Information
Consolidated revenue	49,752,000	53,634,000		154,666,000	157,333,000
Total segment direct costs	45,118,000	44,961,000		141,137,000	132,653,000
Total segment depreciation expense	559,000	749,000		1,574,000	1,601,000
Total segment amortization	718,000	731,000		1,437,000	2,082,000
Total segment operating income	3,357,000	7,193,000		10,518,000	20,997,000
Total impairment charges	0	0		0	16,235,000
Operating Segments \| Dispensary
Segment Reporting Information
Consolidated revenue	48,210,000	26,792,000		132,329,000	76,228,000
Total segment direct costs	40,091,000	21,072,000		111,701,000	60,328,000
Total segment depreciation expense	31,000	30,000		92,000	75,000
Total segment operating income	8,088,000	5,690,000		20,536,000	15,825,000
Operating Segments \| Clinical trials & other
Segment Reporting Information
Consolidated revenue	1,939,000	1,609,000		6,150,000	4,890,000
Total segment direct costs	326,000	24,000		946,000	276,000
Total segment amortization	55,000	53,000		110,000	158,000
Total segment operating income	1,558,000	1,531,000		5,094,000	4,455,000
Total impairment charges	0	0		0	632,000
Non-segment assets
Segment Reporting Information
Non-segment depreciation and amortization	$ 210,000	$ 134,000		$ 1,367,000	$ 379,000

Leases - Summary of Cash Flow and Supplemental Noncash Information Related to Company's Lease Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$ 6,289	$ 5,448
Financing cash payments for finance leases	36	91
Operating leases	2,835	9,011
Finance leases	$ 0	$ 3

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 135	$ 0	$ 278
Decrease in income taxes			$ 278
Effective income tax rate (as a percent)			0.00%	(0.43%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Significant Risks and Uncertainties Including Business and Credit Concentrations - Summary of Revenue Concentration Risk (Details) - Percentage of Net Revenue - Customer Concentration	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Payor A
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage (as a percent)		11.00%		11.00%
Payor B
Significant Risks and Uncertainties Including Business and Credit Concentrations
Concentration risk percentage (as a percent)	18.00%	14.00%	17.00%	14.00%

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 06, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-39248
Entity Registrant Name	The Oncology Institute, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3562323
Entity Address, Address Line One	18000 Studebaker Road, Suite 800
Entity Address, City or Town	Cerritos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90703
City Area Code	562
Local Phone Number	735-3226
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		75,559,075
Entity Central Index Key	0001799191
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TOI
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
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

Segment Information - Summary of Total Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting Information
Total assets	$ 179,183	$ 209,240
Operating Segments \| Patient services
Segment Reporting Information
Total assets	72,572	73,551
Operating Segments \| Dispensary
Segment Reporting Information
Total assets	16,022	8,378
Operating Segments \| Clinical trials & other
Segment Reporting Information
Total assets	8,410	8,878
Non-segment assets
Segment Reporting Information
Total assets	$ 82,179	$ 118,433

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

Share-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Non-Qualified Stock Option Plan

On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The 2019 Plan provides for the grant of options (the “Stock Options”) to acquire shares of common stock of the Company. In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”).

Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the shares of common stock on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable.

The total number of shares of common stock for which Stock Options may be granted under the 2021 Plan shall not exceed 15,640,000.

Stock Options become vested upon fulfillment of either service vesting conditions, performance vesting conditions, or both, as determined by the award agreement entered into by the Company and optionee. The service vesting requirement states that: (i) 25% of the service vesting options shall vest on the first anniversary of the grant date and (ii) the remaining 75% shall vest on an equal monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the fourth anniversary of the grant date. The performance vesting requirement states that Stock Options shall vest upon sale of the Company only if the optionee has been continuously employed by the Company or its subsidiaries from the grant date through the date of such sale of the Company. For the awards vesting based on service conditions only and that

have a graded vesting schedule, the Company recognizes compensation expense for vested awards in earnings, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period.

As of September 30, 2024, the total number of shares of common stock remaining available for future awards (e.g., non-qualified stock options, incentive stock options, restricted stock units, restricted stock awards) under the 2021 Plan is 6,543,380. There were 1,579,393 Stock Options granted for the nine months ended September 30, 2024.


	September 30, 2024		September 30, 2023
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	80.20	%	64.00	%
Risk-free rate	4.40	%	3.40	%
Expected term (years)	6.25		6.25

The Company used the simplified method to calculate the expected term of stock option grants because sufficient historical exercise data was not available to provide a reasonable basis for the expected term. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option.

Stock option activity during the nine months ended September 30, 2024 and 2023 is as follows:


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2024	8,525,262	$	1.74
Granted	1,579,393	2.00
Exercised	(87,350)	0.86
Forfeited	(2,034,526)	2.31
Expired	(220,884)	1.19
Balance at September 30, 2024	7,761,895	$	1.67	6.63	$	—
Vested Options Exercisable at September 30, 2024	5,407,495	$	1.51	5.70	$	—


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2023	8,049,474	$	2.14
Granted	1,948,354	0.48
Exercised	(14,616)	0.86
Forfeited	(1,050,646)	2.31
Expired	(103,184)	1.32
Balance at September 30, 2023	8,829,382	$	1.76	7.09	$	4,110
Vested Options Exercisable at September 30, 2023	3,915,306	$	1.32	5.91	$	1,925

Total share-based compensation expense during the three and nine months ended September 30, 2024 was $1,551 and $5,881, respectively. Total share-based compensation expense relating to stock options during the three and nine months ended September 30, 2023 was $2,563 and $7,823, respectively.

At September 30, 2024, there was $1,779 of total unrecognized compensation cost related to unvested service Stock Options granted under the 2021 Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.84 years as of September 30, 2024. During the nine months ended September 30, 2024, the Company received $75

in cash and $1 tax benefit from the stock options exercised. The total fair value of shares of common stock vested during the nine months ended September 30, 2024 and 2023 was $356 and $1,616, respectively.

Restricted Stock Units (“RSUs”)

The Company had 1,461,679 and 2,176,422 RSUs outstanding as of September 30, 2024 and December 31, 2023, respectively. The RSUs are service vesting and are valued based on the fair value of the Company’s common stock at the date of grant. The weighted-average grant date fair values of the RSUs granted during the nine months ended September 30, 2024 and 2023, were determined to be $0.60 and $0.64, respectively, based on the fair value of the Company’s shares of common stock at the grant date.

A summary of the activity for the RSUs for the nine months ended September 30, 2024 and 2023, respectively, are shown in the following table:


	Nine Months Ended September 30,
	2024			2023
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	2,176,422	$	3.50	2,106,540	$	7.25
Granted	1,381,983	0.60		1,899,809	0.64
Vested	(1,326,474)	2.64		(1,208,380)	2.45
Forfeited	(770,252)	2.66		(673,064)	4.49
Unvested at end of year	1,461,679	$	1.98	2,124,905	$	4.44

The total share-based compensation expense related to RSUs was $824 and $3,676, respectively, during the three and nine months ended September 30, 2024 related to the RSUs. The total share-based compensation expense related to RSUs during the three and nine months ended September 30, 2023 was $1,188 and $4,715, respectively.

As of September 30, 2024 there was $2,900 of unrecognized compensation expense related to the RSUs that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.82 years as of September 30, 2024. As of September 30, 2024, 1,326,474 of the RSUs have vested and none were net settled to cover the required withholding tax upon vesting.

RSUs granted to Medical Employees and Nonemployees

In 2022, the Company entered into arrangements with certain medical directors and supervisors of advanced practice providers employed by or engaged as independent contractors of TOI to issue RSUs of the Company (“Medical RSUs”). Vesting on each annual Medical RSU award is dependent on the participant performing a specified minimum number of service hours during the calendar year (“One-Year Term”) and further contingent upon the participant’s continued service to, or employment by, the Company through the grant date. The Company’s regular grant date for these Medical RSU awards is in the first or second quarter of the calendar year following the one-year Term. During the nine months ended September 30, 2024 and 2023, 387,797 and 824,288 Medical RSU awards were granted, respectively.

The number of Medical RSUs granted to each such participant is determined by dividing a fixed monetary value by the trailing five-day closing price per share of the Common Stock preceding the grant date. Due to the calculation, some Medical RSU awards are liability-classified whereas other Medical RSU awards have a fixed number of shares and are equity-classified. There were no unvested equity-classified Medical RSU awards outstanding as of September 30, 2024 or September 30, 2023.

A summary of the activity for the equity-classified Medical RSUs for the nine months ended September 30, 2024 and 2023, respectively, is shown in the following table:


	Nine Months Ended September 30,
	2024	2023
Balance at beginning of period	—	147,470
Granted	387,797	824,288
Vested	(387,797)	(971,758)
Forfeited	—	—
Balance at end of period	—	—

Total compensation costs for Medical RSUs was $237 for the three and nine months ended September 30, 2024. Total compensation costs for Medical RSUs was $814 and $872 for the three and nine months ended September 30, 2023. As of September 30, 2024, all Medical RSUs had vested.

Earnout Shares granted to Employees

In connection with the Business Combination in 2019, the Company issued Employee Earnout Shares. Employee Earnout Shares vest upon the Company's common stock achieving the price per share as provided for in the agreement, so long as the optionee has remained continuously employed by the Company at that date and may be subject to other vesting requirements.

A summary of the activity for the Employee Earnout Shares for the nine months ended September 30, 2024 and 2023 is shown in the following table:


	Nine months ended September 30
	2024	2023
Outstanding at beginning of period	1,401,064	1,417,632
Granted	—	—
Vested	—	—
Forfeited	(607,056)	(16,568)
Outstanding at end of period	794,008	1,401,064

The total share-based compensation expense, related to the Employee Earnout Shares during the three and nine months ended September 30, 2024 was $14 and $68, respectively. The total share-based compensation expense was $92 and $319 for the three and nine months ended September 30, 2023 respectively.

As of September 30, 2024, there was $3 of unrecognized compensation expense related to the Employees Earnout Shares, that are expected to vest. That cost is expected to be recognized over a weighted average period of 0.01 years as of September 30, 2024. As of September 30, 2024, none of the Employee Earnout Shares have vested.

Debt - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
Debt - Additional Information (Details) - USD ($)	Aug. 09, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Amortization of debt issuance costs and debt discount				$ 4,711,000	$ 4,633,000
Convertible Notes
Debt Instrument [Line Items]
Amortization period of debt discount (in years)	5 years
Remaining amortization period of debt discount (in years)	2 years 10 months 9 days
Facility Agreement
Debt Instrument [Line Items]
Debt issuance costs	$ 4,924,000
Facility Agreement \| Convertible Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 110,000,000
Interest rate (as a percent)	4.00%
Minimum unrestricted cash and cash equivalent balance	$ 40,000,000
Debt instrument, convertible, conversion price (in dollars per share)	$ 8.567
Conversion cap (in shares)	14,663,019
Conversion of stock, shares issued (in shares)				0		0
Number of warrants outstanding (in shares)		0		0		0
Proceeds from secured lines of credit	$ 110,000,000
Long-term debt		$ 91,537,000		$ 91,537,000		$ 86,826,000
Debt issuance costs	$ 3,663,000	$ 2,387,000		2,387,000		2,875,000
Amortization period of debt issuance cost (in years)	5 years
Effective yield (as a percent)		13.38%	13.38%
Amortization of debt issuance costs and debt discount		$ 1,588,000	$ 1,566,000	4,711,000	4,633,000
Interest expense		1,125,000	1,125,000	3,349,000	3,337,000
Accrued interest		$ 1,137,000	$ 1,100,000	$ 1,137,000	$ 1,100,000	$ 1,124,000
Facility Agreement \| Convertible Notes \| Debt Instrument, Covenant, Period One
Debt Instrument [Line Items]
Minimum net quarterly revenues	$ 75,000,000
Facility Agreement \| Convertible Notes \| Debt Instrument, Covenant, Period Two
Debt Instrument [Line Items]
Minimum net quarterly revenues	100,000,000
Facility Agreement \| Convertible Note Warrant
Debt Instrument [Line Items]
Long-term debt	0
Debt issuance costs	0
Facility Agreement \| Optional Redemption
Debt Instrument [Line Items]
Long-term debt	0
Debt issuance costs	0
Facility Agreement \| Embedded Conversion Option Feature
Debt Instrument [Line Items]
Long-term debt	28,160,000
Debt issuance costs	$ 1,260,000

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

The Company leases clinics, office buildings, and certain equipment under noncancellable financing and operating lease agreements that expire at various dates through June 2033. See Note 2 for a summary of the Company’s policies relating to leases.

The initial terms of operating leases range from 1 to 10 years and certain leases provide for free rent periods, periodic rent increases, and renewal options. Monthly payments for these leases range from $0 to $62. All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are generally variable amounts based on actual costs incurred during each applicable period.

The Company has determined that periods covered by options to extend the Company's leases are excluded from the lease terms as it is not reasonably certain the Company will exercise such options.

Lease Expense

The components of lease expense were as follows for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023

Operating lease costs:	$	1,990	$	1,971	$	6,211	$	5,572
Finance lease costs:
Amortization of ROU asset	$	10	$	10	$	31	$	48
Interest expense	$	2	$	2	$	6	$	9
Other lease costs:
Short-term lease costs	$	3	$	3	$	7	$	37
Variable lease costs	$	415	$	308	$	1,199	$	891

Operating and other lease costs are presented as part of selling, general, and administrative expenses. The components of finance lease costs appear in depreciation and amortization and interest expense.

Maturity of Lease Liabilities

The aggregate future lease payments for the Company's leases in years subsequent to September 30, 2024 are as follows:


(in thousands)	Operating Leases		Finance Leases
2024 (remaining three months)	$	2,130	$	12
2025	8,460		42
2026	8,016		39
2027	6,806		29
2028	4,760		—
Thereafter	6,866		—
Total future lease payment	$	37,038	$	122
Less: amount representing interest	(5,625)		(10)
Present value of future lease payment (lease liabilities)	$	31,413	$	112
Reported as:
Lease liabilities, current	$	6,749	$	40
Lease liabilities, noncurrent	24,664		72
Total lease liabilities	$	31,413	$	112

Lease Term and Discount Rate

The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of September 30, 2024 and 2023:


	September 30, 2024		September 30, 2023
Weighted-average remaining lease term (in years)
Operating	4.83		5.43
Finance	2.85		3.75
Weighted-average discount rate
Operating	6.57	%	6.34	%
Finance	6.58	%	6.45	%

Supplemental Cash Flow Information

The following table provides certain cash flow and supplemental noncash information related to the Company's lease liabilities for the:


(in thousands)	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	6,289	$	5,448
Financing cash payments for finance leases	36		91
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	2,835	$	9,011
Finance leases	—		3

Lease Modifications

During the three and nine months ended September 30, 2024, the Company had no lease modifications.

Leases

The Company has determined that periods covered by options to extend the Company's leases are excluded from the lease terms as it is not reasonably certain the Company will exercise such options.

Lease Expense

The components of lease expense were as follows for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023

Operating lease costs:	$	1,990	$	1,971	$	6,211	$	5,572
Finance lease costs:
Amortization of ROU asset	$	10	$	10	$	31	$	48
Interest expense	$	2	$	2	$	6	$	9
Other lease costs:
Short-term lease costs	$	3	$	3	$	7	$	37
Variable lease costs	$	415	$	308	$	1,199	$	891

Maturity of Lease Liabilities

The aggregate future lease payments for the Company's leases in years subsequent to September 30, 2024 are as follows:


(in thousands)	Operating Leases		Finance Leases
2024 (remaining three months)	$	2,130	$	12
2025	8,460		42
2026	8,016		39
2027	6,806		29
2028	4,760		—
Thereafter	6,866		—
Total future lease payment	$	37,038	$	122
Less: amount representing interest	(5,625)		(10)
Present value of future lease payment (lease liabilities)	$	31,413	$	112
Reported as:
Lease liabilities, current	$	6,749	$	40
Lease liabilities, noncurrent	24,664		72
Total lease liabilities	$	31,413	$	112

Lease Term and Discount Rate

The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of September 30, 2024 and 2023:


	September 30, 2024		September 30, 2023
Weighted-average remaining lease term (in years)
Operating	4.83		5.43
Finance	2.85		3.75
Weighted-average discount rate
Operating	6.57	%	6.34	%
Finance	6.58	%	6.45	%

Supplemental Cash Flow Information

The following table provides certain cash flow and supplemental noncash information related to the Company's lease liabilities for the:


(in thousands)	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	6,289	$	5,448
Financing cash payments for finance leases	36		91
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	2,835	$	9,011
Finance leases	—		3

Lease Modifications

During the three and nine months ended September 30, 2024, the Company had no lease modifications.

Variable Interest Entities

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

The Company prepares its condensed consolidated financial statements in accordance with Accounting Standards Codification Topic No. 810, Consolidations (“ASC 810”), which provides for the consolidation of VIEs of which an entity is the primary beneficiary.

Pursuant to the MSAs established with the TOI PCs, TOI Management is entitled to receive a management fee, which represents a variable interest in and the right to receive the benefits of the TOI PCs. Through the terms of the MSAs, TOI Management receives the right to direct the most significant activities of the TOI PCs. Therefore, the TOI PCs are variable interest entities and TOI Management is the primary beneficiary that consolidates the TOI PCs, and their subsidiaries.

The condensed consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation. The following summarizes the assets and liabilities of the VIEs included in the accompanying condensed consolidated balance sheets.


(in thousands)	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash	$	893	$	2,282
Accounts receivable, net	54,465		45,175
Other receivables	129		129
Inventories	10,106		13,646
Prepaid expenses and other current assets	1,878		1,136
Total current assets	67,471		62,368


(in thousands)	September 30, 2024		December 31, 2023
Property and equipment, net	75		105
Other assets	552		525
Intangible assets, net	5,258		5,628
Goodwill	2,679		2,679
Total assets	$	76,035	$	71,305
Liabilities
Current liabilities:
Accounts payable	$	20,652	$	12,729

Accrued expenses and other current liabilities	9,802		8,413

Amounts due to affiliates	235,713		189,048
Total current liabilities	266,167		210,190
Other non-current liabilities	17		211
Deferred income taxes liability	21		21
Total liabilities	$	266,205	$	210,422

Single physician holders, who are officers of the Company, retain equity ownership in TOI CA, TOI FL, TOI OR, and TOI TX, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of TOI CA, TOI FL, TOI OR or TOI TX, however.

Share-Based Compensation - Summary of Stock Option Activity (Details) - Stock options $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares
Number of shares
Balance at the beginning (in shares) \| shares	8,525,262	8,049,474
Granted (in shares) \| shares	1,579,393	1,948,354
Exercised (in shares) \| shares	(87,350)	(14,616)
Forfeited (in shares) \| shares	(2,034,526)	(1,050,646)
Expired (in shares) \| shares	(220,884)	(103,184)
Balance at the end (in shares) \| shares	7,761,895	8,829,382
Vested options exercisable at the end (in shares) \| shares	5,407,495	3,915,306
Weighted average exercise price
Balance at the beginning (in dollars per share) \| $ / shares	$ 1.74	$ 2.14
Granted (in dollars per share) \| $ / shares	2.00	0.48
Exercised (in dollars per share) \| $ / shares	0.86	0.86
Forfeited (in dollars per share) \| $ / shares	2.31	2.31
Expired (in dollars per share) \| $ / shares	1.19	1.32
Balance at the end (in dollars per share) \| $ / shares	1.67	1.76
Vested options exercisable at the end (in dollars per share) \| $ / shares	$ 1.51	$ 1.32
Weighted average remaining contractual term (years)
Balance at the end (in years)	6 years 7 months 17 days	7 years 1 month 2 days
Vested options exercisable at the end (in years)	5 years 8 months 12 days	5 years 10 months 28 days
Aggregate intrinsic value (in thousands) \| $	$ 0	$ 4,110
Vested options exercisable \| $	$ 0	$ 1,925

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory [Line Items]
Total inventories	$ 10,106	$ 13,678
Oral drug inventory
Inventory [Line Items]
Total inventories	3,761	3,640
IV drug inventory
Inventory [Line Items]
Total inventories	$ 6,345	$ 10,038

Leases - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Monthly payments for leases	$ 6,289	$ 5,448
Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term (in years)	1 year
Monthly payments for leases	$ 0
Maximum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term (in years)	10 years
Monthly payments for leases	$ 62

Description of the Business	9 Months Ended
Description of the Business	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the Business Overview of the Business The Oncology Institute, Inc. (“TOI”) was formerly known as DFP Healthcare Acquisitions Corp. ("DFPH"). TOI is a Delaware corporation originally formed in 2019 as a publicly-traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination ("Business Combination"). The Company (as defined below) was originally founded in 2007 and is a community oncology practice that operates value-based oncology services platforms. TOI has various wholly-owned subsidiaries, including The Oncology Institute, LLC ("TOI LLC") (which was formerly known as TOI Parent, Inc.), The Oncology Institute of Hope and Innovation Patient Safety Organization, LLC, and TOI Management, LLC (“TOI Management”). Additionally, TOI Management holds master services agreements with affiliated physician-owned professional entities ("TOI PCs") that confer controlling financial interest over the professional entities and their wholly-owned subsidiaries (TOI PCs, together with TOI, the “Company”). On November 12, 2021 ("Closing Date"), a series of mergers closed (the "Business Combination"), which resulted in DFPH emerging as the parent of the combined entity Orion Merger Sub II, LLC and TOI Parent (together, "Legacy TOI"). DFPH was renamed “The Oncology Institute, Inc.” and its common stock and "public warrants" continued to be listed on Nasdaq under the ticker symbols “TOI” and “TOIIW,” respectively. Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion and pharmacy, clinical trials, radiation, educational seminars, support groups, counseling, and 24/7 patient assistance. TOI’s mission is to heal and empower cancer patients through compassion, innovation and state-of-the-art medical care. The Company brings comprehensive, integrated cancer care into the community setting, including clinical trials, palliative care programs, stem cell transplants, and other care delivery models traditionally associated with non-community-based academic and tertiary care settings. In addition, the Company's consolidating subsidiary, TOI Clinical Research, LLC ("TCR"), performs cancer clinical trials through a network of cancer care specialists. TCR conducts clinical trials for a broad range of pharmaceutical and medical device companies from around the world. The Company has 120 oncologists and mid-level professionals across 72 clinic locations located within four states: California, Florida, Arizona, Oregon and Nevada. The Oncology Institute CA, a Professional Corporation ("TOI CA"), one of the TOI PCs, is comprised of the clinic locations in California, Nevada, and Arizona. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, Medi-Cal, and commercial patients.

Share-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Nov. 06, 2020
Share-based Compensation Arrangement by Share-based Payment Award
Total fair value of common shares vested			$ 356,000	$ 1,616,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Term of award (in years)			10 years
Maximum total number of common shares for which Stock Options may be granted (in shares)							15,640,000
Granted (in shares)			1,579,393	1,948,354
Compensation costs recognized	$ 1,551,000	$ 2,563,000	$ 5,881,000	$ 7,823,000
Unrecognized compensation cost expected to be recognized over a weighted average amount	$ 1,779,000		$ 1,779,000
Unrecognized compensation cost expected to be recognized over a weighted average period (in years)			2 years 10 months 2 days
Common stock repurchase			$ 75,000
Tax benefit from stock options exercised			$ 1,000
Stock options \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Maximum total number of common shares for which Stock Options may be granted (in shares)	6,543,380		6,543,380
Stock options \| First Anniversary of Grant Date
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options			25.00%
Stock options \| Equal Monthly-Basis Vesting Through Fourth Anniversary of Grant Date
Share-based Compensation Arrangement by Share-based Payment Award
Percentage of stock options			75.00%
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized	$ 824,000	1,188,000	$ 3,676,000	$ 4,715,000
Unrecognized compensation cost expected to be recognized over a weighted average period (in years)			2 years 9 months 25 days
Number of shares outstanding (in shares)						2,176,422
Weighted-average grant date fair value (in dollars per share)			$ 0.60	$ 0.64
Unrecognized compensation expense	2,900,000		$ 2,900,000
Vested in period (in shares)			1,326,474
Medical RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized	$ 237,000	$ 814,000	$ 237,000	$ 872,000
Number of shares outstanding (in shares)	0	0	0	0	147,470	0
Vested in period (in shares)			387,797	971,758
Award requisite service period (in years)					1 year
Granted (in shares)			387,797	824,288
Shares granted, trailing closing price per share preceding grant date, period (in days)			5 days
Fair value of the liability-classified medical RSU outstanding	$ 0	$ 0	$ 0	$ 0
Employees Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award
Compensation costs recognized	$ 14,000	$ 92,000	$ 68,000	$ 319,000
Unrecognized compensation cost expected to be recognized over a weighted average period (in years)			3 days
Number of shares outstanding (in shares)	794,008	1,401,064	794,008	1,401,064	1,417,632	1,401,064
Unrecognized compensation expense	$ 3,000		$ 3,000
Vested in period (in shares)			0	0
Granted (in shares)			0	0

Summary of Significant Accounting Policies (Details)	3 Months Ended			9 Months Ended		12 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segments \| segment				3
Allowance for credit losses	$ 0			$ 0		$ 0
Goodwill impairment charges	0	$ 0	$ 16,867,000	0	$ 16,867,000	$ 16,867,000
Operating Segments
Disaggregation of Revenue [Line Items]
Goodwill impairment charges	$ 0	$ 0		0	$ 16,867,000
Operating Segments \| Dispensary
Disaggregation of Revenue [Line Items]
Revenues				$ 2,400,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Marketable Securities and Fair Value Measurements - Summary of Investments in Marketable Securities and Contractual Maturities of Company's Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost		$ 72,279
Gross Unrealized Gains		5
Gross Unrealized Losses		(134)
Fair Value		72,150
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Due in One Year or Less		72,150
Due After One Year through Five Years		0
Due After Five Years		0
Total		72,150
U.S. Treasury Bills \| Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	$ 38,028	22,778
Gross Unrealized Gains	6	5
Gross Unrealized Losses	(4)	0
Fair Value	38,030	22,783
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Due in One Year or Less	38,030	22,783
Due After One Year through Five Years	0	0
Due After Five Years	0	0
Total	$ 38,030	22,783
U.S. Treasury Bills \| Short-term U.S. Treasuries
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost		49,501
Gross Unrealized Gains		0
Gross Unrealized Losses		(134)
Fair Value		49,367
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Due in One Year or Less		49,367
Due After One Year through Five Years		0
Due After Five Years		0
Total		$ 49,367

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Loss Per Share to Common Stockholders

The following table sets forth the computation of the Company's basic net loss per share to common stockholders for the three and nine months ended September 30, 2024 and 2023.


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss attributable to TOI	$	(16,113)	$	(17,419)	$	(51,481)	$	(64,314)

Net loss attributable to TOI available for distribution	(16,113)		(17,419)		(51,481)		(64,314)
Net loss attributable to participating securities, basic	(2,890)		(3,148)		(9,302)		(11,723)
Net loss attributable to common stockholders, basic	$	(13,223)	$	(14,271)	$	(42,179)	$	(52,591)


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Weighted average common shares outstanding, basic	75,524,823		73,469,101		74,838,340		73,679,454
Net loss income per share attributable to common stockholders, basic	$	(0.18)	$	(0.19)	$	(0.56)	$	(0.71)

The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the three and nine months ended September 30, 2024 and 2023.


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss attributable to TOI	$	(16,113)	$	(17,419)	$	(51,481)	$	(64,314)


Net loss attributable to TOI available for distribution	(16,113)		(17,419)		(51,481)		(64,314)
Net loss attributable to participating securities, diluted	(2,890)		(3,148)		(9,302)		(11,723)
Net loss attributable to common stockholders, diluted	$	(13,223)	$	(14,271)	$	(42,179)	$	(52,591)
Weighted average common shares outstanding, basic	75,524,823		73,469,101		74,838,340		73,679,454


Weighted average shares outstanding, diluted	75,524,823		73,469,101		74,838,340		73,679,454
Net loss per share attributable to common stockholders, diluted	$	(0.18)	$	(0.19)	$	(0.56)	$	(0.71)

Summary of Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Convertible note	12,839,967	12,839,967	12,839,967	12,839,967
Stock options	7,761,895	8,829,382	7,761,895	8,934,259
RSUs	1,461,679	2,124,905	1,461,679	2,314,407

Earnout Shares	794,008	1,401,064	794,008	1,401,064
Public Warrants	5,749,986	5,749,986	5,749,986	5,749,986
Private Warrants	3,177,542	3,177,542	3,177,542	3,177,542

Marketable Securities and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Investments in Marketable Securities and Contractual Maturities of Company's Investments

The Company’s investments in marketable securities at September 30, 2024 and December 31, 2023 is as follows:


	September 30, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
U.S. Treasury Bills	$	38,028	$	6	$	(4)	$	38,030


	December 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
U.S. Treasury Bills	$	22,778	$	5	$	—	$	22,783
Marketable securities:
Short-term U.S. Treasuries	49,501		$	—	(134)		49,367

Total available for sale securities	$	72,279	$	5	$	(134)	$	72,150

The contractual maturities of the Company's investments in cash equivalents and marketable securities as of September 30, 2024 and December 31, 2023 is as follows:


September 30, 2024 (in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
U.S. Treasury Bills	$	38,030	$	—	$	—	$	38,030


December 31, 2023 (in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
U.S. Treasury Bills	$	22,783	$	—	$	—	$	22,783
Marketable securities:
Short-term U.S. Treasuries	49,367		—		—		49,367

Total available for sale securities	$	72,150	$	—	$	—	$	72,150

Summary of Carrying Amounts of Company's Recurring and Non-Recurring Fair Value Measurements

The following table presents the carrying amounts of the Company’s recurring and non-recurring fair value measurements at September 30, 2024 and December 31, 2023:


	September 30, 2024
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	38,030	$	—	$	38,030	—


Financial liabilities:
Derivative warrant liabilities	$	64	$	—	$	64	$	—

Conversion option derivative liabilities	514		—		—		514

There were no transfers between levels for the three and nine months ended September 30, 2024.

As of December 31, 2023, derivative warrant liabilities of $636 were transferred from a Level 3 to a Level 2 financial instrument as a result of the valuation being based on the market price of our public warrants, which management considers to be a similar and comparable instrument, as compared to the previous valuation which was based on the Binomial Lattice Model.


	December 31, 2023
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	22,783	$	—	$	22,783	$	—
Marketable securities	49,367		—		49,367		—

Financial liabilities:
Derivative warrant liabilities	$	636	$	—	$	636	$	—

Conversion option derivative liabilities	3,082		—		—		3,082
Contingent consideration liability	1,944		—		1,944		—

Summary of Information About Company’s Level 3 Financial Liabilities Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis at September 30, 2024:


(in thousands)	Derivative Earnout Liabilities		Conversion Option Derivative Liabilities







Balance at December 31, 2022	$	803	$	3,960
Decrease in fair value included in other expense	(803)		(878)
Balance at December 31, 2023	$	—	$	3,082
Change in fair value included in other expense	—		(2,568)
Balance at September 30, 2024	$	—	$	514

Summary of Level 3 Fair Value Measurements Inputs Used in the Valuations

A summary of the Level 3 fair value measurements inputs used in the valuations is as follows:


	September 30, 2024
	First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liabilities
Unit price	$	0.33		$	0.33		$	0.33		$	0.33
Term (in years)	0.12			0.12			2.86			2.86
Volatility	105.20		%	105.20		%	110.10		%	110.10		%
Risk-free rate	4.60		%	4.60		%	3.50		%	3.50		%
Dividend yield	—			—			—			—
Cost of equity	16.10		%	16.10		%	—			—


	December 31, 2023
		First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price		$	2.04		$	2.04		$	2.04		$	2.04
Term (in years)		0.87			0.87			3.61			3.61
Volatility		49.40		%	49.40		%	58.60		%	58.60		%
Risk-free rate		4.90		%	4.90		%	3.90		%	3.90		%
Dividend yield		—			—			—			—
Cost of equity		16.90		%	16.90		%	0.00		%	0.00		%

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 2
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Summary of Accounts Receivable

Accounts Receivable as of September 30, 2024 and December 31, 2023 consist of the following:


(in thousands)	September 30, 2024		December 31, 2023
Oral drug accounts receivable (Dispensary)	$	9,222	$	2,914
Capitated accounts receivable (Patient Services)	5,652		1,757
FFS accounts receivable (Patient Services)	29,921		30,173
Clinical trials accounts receivable	2,309		2,595
Other trade receivables	7,398		4,921
Total	$	54,502	$	42,360

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 47,402	$ 33,488
Marketable securities	0	49,367
Accounts receivable, net	54,502	42,360
Other receivables	358	551
Inventories	10,106	13,678
Prepaid expenses and other current assets	4,057	4,049
Total current assets	116,425	143,493
Property and equipment, net	12,274	10,883
Operating right of use assets	27,083	29,169
Intangible assets, net	15,583	17,904
Goodwill	7,230	7,230
Other assets	588	561
Total assets	179,183	209,240
Current liabilities:
Accounts payable	24,572	14,429
Current portion of operating lease liabilities	6,749	6,363
Accrued expenses and other current liabilities	15,436	13,996
Total current liabilities	46,757	34,788
Operating lease liabilities, net of current portion	24,664	26,486
Derivative warrant liabilities	64	636
Conversion option derivative liabilities	514	3,082
Long-term debt, net of unamortized debt issuance costs	91,537	86,826
Other non-current liabilities	133	365
Deferred income taxes liability	32	32
Total liabilities	163,701	152,215
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common Stock, $0.0001 par value, authorized 500,000,000 shares; 77,292,849 shares issued and 75,559,075 shares outstanding at September 30, 2024 and 75,879,025 shares issued and 74,145,251 shares outstanding at December 31, 2023	8	8
Series A Convertible Preferred Stock, $0.0001 par value, authorized 10,000,000 shares; 165,045 shares issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Additional paid-in capital	214,124	204,186
Treasury Stock at cost, 1,733,774 shares at September 30, 2024 and December 31, 2023	(1,019)	(1,019)
Accumulated deficit	(197,631)	(146,150)
Total stockholders’ equity	15,482	57,025
Total liabilities and stockholders’ equity	$ 179,183	$ 209,240

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Assets and Liabilities of VIEs Included in Condensed Consolidated Balance Sheets


(in thousands)	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash	$	893	$	2,282
Accounts receivable, net	54,465		45,175
Other receivables	129		129
Inventories	10,106		13,646
Prepaid expenses and other current assets	1,878		1,136
Total current assets	67,471		62,368


(in thousands)	September 30, 2024		December 31, 2023
Property and equipment, net	75		105
Other assets	552		525
Intangible assets, net	5,258		5,628
Goodwill	2,679		2,679
Total assets	$	76,035	$	71,305
Liabilities
Current liabilities:
Accounts payable	$	20,652	$	12,729

Accrued expenses and other current liabilities	9,802		8,413

Amounts due to affiliates	235,713		189,048
Total current liabilities	266,167		210,190
Other non-current liabilities	17		211
Deferred income taxes liability	21		21
Total liabilities	$	266,205	$	210,422

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Net Loss Per Share - Summary of Potentially Dilutive Outstanding Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Convertible note
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	12,839,967	12,839,967	12,839,967	12,839,967
Stock options
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	7,761,895	8,829,382	7,761,895	8,934,259
RSUs
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	1,461,679	2,124,905	1,461,679	2,314,407
Earnout Shares
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	794,008	1,401,064	794,008	1,401,064
Public Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	5,749,986	5,749,986	5,749,986	5,749,986
Private Warrants
Basic and diluted net income (loss) per share of common stock:
Antidilutive securities excluded from computation of earnings per share (in shares)	3,177,542	3,177,542	3,177,542	3,177,542

Accrued Expenses and Other Current and Non-Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2024 and December 31, 2023 consist of the following:


(in thousands)	September 30, 2024		December 31, 2023
Compensation, including bonuses, fringe benefits, and payroll taxes	$	7,302	$	5,518
Contract liabilities	1,382		545
Directors and officers insurance premiums	—		1,002
Deferred acquisition and contingent consideration (see Note 16)	168		2,206
Accrued interest	1,137		1,124
Other liabilities	5,447		3,601
Total accrued expenses and other current liabilities	$	15,436	$	13,996

Share-Based Compensation - Summary of Activity for Employee Earnout Shares (Details) - Employees Earnout Shares - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award
Balance at the beginning (in shares)	1,401,064	1,417,632
Granted (in shares)	0	0
Vested (in shares)	0	0
Forfeited (in shares)	(607,056)	(16,568)
Balance at the end (in shares)	794,008	1,401,064

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease costs:	$ 1,990	$ 1,971	$ 6,211	$ 5,572
Amortization of ROU asset	10	10	31	48
Interest expense	2	2	6	9
Short-term lease costs	3	3	7	37
Variable lease costs	$ 415	$ 308	$ 1,199	$ 891

Goodwill and Intangible Assets - Summary of Changes in the Carrying Amount of Goodwill (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Beginning balance						$ 7,230,000	$ 21,418,000
Goodwill acquired				$ 0		2,679,000
Goodwill impairment charges	$ 0	$ 0	$ (16,867,000)	0	$ (16,867,000)	(16,867,000)
Ending balance	$ 7,230,000			$ 7,230,000		$ 7,230,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Summary of Financial Information for the Company's Segments

Summarized financial information for the Company’s segments is shown in the following tables:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue
Patient services	$	49,752	$	53,634	$	154,666	$	157,333
Dispensary	48,210		26,792		132,329		76,228
Clinical trials & other	1,939		1,609		6,150		4,890
Consolidated revenue	$	99,901	$	82,035	$	293,145	$	238,451


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Direct costs
Patient services	$	45,118	$	44,961	$	141,137	$	132,653
Dispensary	40,091		21,072		111,701		60,328
Clinical trials & other	326		24		946		276
Total segment direct costs	$	85,535	$	66,057	$	253,784	$	193,257

Depreciation expense
Patient services	$	559	$	749	$	1,574	$	1,601
Dispensary	31		30		92		75

Total segment depreciation expense	$	590	$	780	$	1,666	$	1,676

Amortization of intangible assets
Patient services	$	718	$	731	$	1,437	$	2,082

Clinical trials & other	55		53		110		158
Total segment amortization	$	773	$	784	$	1,547	$	2,240

Operating income
Patient services	$	3,357	$	7,193	$	10,518	$	20,997
Dispensary	8,088		5,690		20,536		15,825
Clinical trials & other	1,558		1,531		5,094		4,455
Total segment operating income	$	13,003	$	14,414	$	36,148	$	41,277

Goodwill impairment charges
Patient services	$	—	$	—	$	—	$	16,235

Clinical trials & other	—		—		—		632
Total impairment charges	$	—	$	—	$	—	$	16,867

Selling, general and administrative expense	$	26,646	$	28,205	$	82,970	$	85,761
Non-segment depreciation and amortization	210		134		1,367		379
Total consolidated operating loss	$	(13,853)	$	(13,925)	$	(48,189)	$	(61,730)


(in thousands)	September 30, 2024		December 31, 2023
Assets
Patient services	$	72,572	$	73,551
Dispensary	16,022		8,378
Clinical trials & other	8,410		8,878
Non-segment assets	82,179		118,433
Total assets	$	179,183	$	209,240

Subsequent Events (Details) - Subsequent Event $ in Millions	Oct. 22, 2024 USD ($) installment
Subsequent Events
Proceeds from legal settlements \| $	$ 4.1
Number of installment payments (in installments) \| installment	4

Marketable Securities and Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Marketable Securities and Fair Value Measurements

Marketable Securities

The Company accounts for its investment securities as available for sale using the fair value election pursuant to ASC 825, where changes in fair value are recorded in Other, net non-operating income (expense) on the Company's Condensed Consolidated Statements of Operations. The Company’s investments in marketable securities at September 30, 2024 and December 31, 2023 is as follows:


	September 30, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
U.S. Treasury Bills	$	38,028	$	6	$	(4)	$	38,030


	December 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
U.S. Treasury Bills	$	22,778	$	5	$	—	$	22,783
Marketable securities:
Short-term U.S. Treasuries	49,501		$	—	(134)		49,367

Total available for sale securities	$	72,279	$	5	$	(134)	$	72,150

The contractual maturities of the Company's investments in cash equivalents and marketable securities as of September 30, 2024 and December 31, 2023 is as follows:


September 30, 2024 (in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
U.S. Treasury Bills	$	38,030	$	—	$	—	$	38,030


December 31, 2023 (in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
U.S. Treasury Bills	$	22,783	$	—	$	—	$	22,783
Marketable securities:
Short-term U.S. Treasuries	49,367		—		—		49,367

Total available for sale securities	$	72,150	$	—	$	—	$	72,150

The Company recorded a net unrealized loss of $52 and a net unrealized gain of $134 for the three and nine months ended September 30, 2024. At September 30, 2024, one security was in an unrealized loss position. The decline in fair value of our securities since acquisition was attributable to a combination of changes in interest rates and general volatility in the credit market conditions in response to economic uncertainty and monetary policy. The Company does not currently intend to sell any of the securities in an unrealized loss position and further believes, it is more likely than not, that the Company will not be required to sell these securities before their anticipated recovery.

Accrued interest receivable on cash equivalents and marketable securities was $43 and $242, respectively, at September 30, 2024 and December 31, 2023, and is included within other receivables in the Condensed Consolidated Balance Sheets.

Fair Value Measurements

The following table presents the carrying amounts of the Company’s recurring and non-recurring fair value measurements at September 30, 2024 and December 31, 2023:


	September 30, 2024
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	38,030	$	—	$	38,030	—


Financial liabilities:
Derivative warrant liabilities	$	64	$	—	$	64	$	—

Conversion option derivative liabilities	514		—		—		514

There were no transfers between levels for the three and nine months ended September 30, 2024.


	December 31, 2023
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	22,783	$	—	$	22,783	$	—
Marketable securities	49,367		—		49,367		—

Financial liabilities:
Derivative warrant liabilities	$	636	$	—	$	636	$	—

Conversion option derivative liabilities	3,082		—		—		3,082
Contingent consideration liability	1,944		—		1,944		—

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

The Company measures its investments (including cash equivalents, marketable securities, and non-current investments) at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy. Investment securities, including U.S. Treasury Bills purchased in the secondary market and U.S. Treasury bonds, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies.

The Company measures its private derivative warrants at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy because the valuation is based on an observable input of a similar instrument. The Company measures its earnout, convertible note warrant derivative liability, optional redemption derivative liability and conversion option derivative liability on a recurring basis and classifies those instruments within Level 3 of the fair value hierarchy because unobservable inputs are used to measure fair value. See Note 2 for a summary of the Company’s policies relating to fair value measurements, and Note 11 for more detail on the convertible note warrant, optional redemption, and conversion option derivative liabilities.

The Company measures goodwill at fair value on a nonrecurring basis and classifies goodwill within Level 3 of the fair value hierarchy. It was concluded in connection with the preparation of these financial statements that, based on the results of our most recent qualitative assessment performed as of September 30, 2024, there was no impairment of goodwill recorded for the three and nine months ended September 30, 2024.

The following table presents information about the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis at September 30, 2024:


(in thousands)	Derivative Earnout Liabilities		Conversion Option Derivative Liabilities







Balance at December 31, 2022	$	803	$	3,960
Decrease in fair value included in other expense	(803)		(878)
Balance at December 31, 2023	$	—	$	3,082
Change in fair value included in other expense	—		(2,568)
Balance at September 30, 2024	$	—	$	514

As of September 30, 2024 and December 31, 2023, the conversion option derivative and earnout liabilities were valued using a Binomial Lattice and Monte-Carlo Simulation Model, respectively, which is considered to be a Level 3 fair value measurements. The derivative warrant liabilities were valued using the public warrant trading price, which is considered to be a Level 2 fair value measurement, and the contingent consideration liability was valued using a present value factor, which is considered to be a Level 2 fair value measurement. A summary of the Level 3 fair value measurements inputs used in the valuations is as follows:


	September 30, 2024
	First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liabilities
Unit price	$	0.33		$	0.33		$	0.33		$	0.33
Term (in years)	0.12			0.12			2.86			2.86
Volatility	105.20		%	105.20		%	110.10		%	110.10		%
Risk-free rate	4.60		%	4.60		%	3.50		%	3.50		%
Dividend yield	—			—			—			—
Cost of equity	16.10		%	16.10		%	—			—


	December 31, 2023
		First Tranche Earnout			Second Tranche Earnout			Convertible Note Warrant Derivative Liability			Conversion Option Derivative Liability
Unit price		$	2.04		$	2.04		$	2.04		$	2.04
Term (in years)		0.87			0.87			3.61			3.61
Volatility		49.40		%	49.40		%	58.60		%	58.60		%
Risk-free rate		4.90		%	4.90		%	3.90		%	3.90		%
Dividend yield		—			—			—			—
Cost of equity		16.90		%	16.90		%	0.00		%	0.00		%

Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs

The inputs to estimate the fair value of the Company’s earnout, convertible note warrant, and conversion option derivative liabilities were the market price of the Company’s common stock, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement.

Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the derivative liabilities would each result in a directionally similar change in the estimated fair value of the Company’s derivative liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the derivative warrant liabilities due to the dividend assumption.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
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-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 32,032	$ 32,032
Accumulated amortization	(16,449)	(14,128)
Net carrying amount	$ 15,583	$ 17,904
Payor contracts
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period (in years)	13 years	13 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 22,191	$ 22,191
Accumulated amortization	(11,544)	(10,014)
Net carrying amount	$ 10,647	$ 12,177
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period (in years)	10 years	10 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 6,650	$ 6,650
Accumulated amortization	(3,084)	(2,594)
Net carrying amount	$ 3,566	$ 4,056
Clinical contracts and noncompete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period (in years)	8 years	8 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross carrying amount	$ 3,191	$ 3,191
Accumulated amortization	(1,821)	(1,520)
Net carrying amount	$ 1,370	$ 1,671

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Variable Interest Entities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 47,402	$ 33,488	$ 27,535	$ 14,010
Accounts receivable, net	54,502	42,360
Other receivables	358	551
Inventories	10,106	13,678
Prepaid expenses and other current assets	4,057	4,049
Total current assets	116,425	143,493
Property and equipment, net	12,274	10,883
Other assets	588	561
Intangible assets, net	15,583	17,904
Goodwill	7,230	7,230
Total assets	179,183	209,240
Current liabilities:
Accounts payable	24,572	14,429
Accrued expenses and other current liabilities	15,436	13,996
Amounts due to affiliates	15,436	13,996
Total current liabilities	46,757	34,788
Other non-current liabilities	133	365
Deferred income taxes liability	32	32
Total liabilities	163,701	152,215
Variable Interest Entity
Current assets:
Cash	893	2,282
Accounts receivable, net	54,465	45,175
Other receivables	129	129
Inventories	10,106	13,646
Prepaid expenses and other current assets	1,878	1,136
Total current assets	67,471	62,368
Property and equipment, net	75	105
Other assets	552	525
Intangible assets, net	5,258	5,628
Goodwill	2,679	2,679
Total assets	76,035	71,305
Current liabilities:
Accounts payable	20,652	12,729
Accrued expenses and other current liabilities	9,802	8,413
Total current liabilities	266,167	210,190
Other non-current liabilities	17	211
Deferred income taxes liability	21	21
Total liabilities	266,205	210,422
Variable Interest Entity \| Related Party
Current liabilities:
Amounts due to affiliates	$ 235,713	$ 189,048

Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, total	$ 54,502	$ 42,360
Oral drug accounts receivable (Dispensary)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, total	9,222	2,914
Capitated accounts receivable (Patient Services)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, total	5,652	1,757
FFS accounts receivable (Patient Services)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, total	29,921	30,173
Clinical trials accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, total	2,309	2,595
Other trade receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, total	$ 7,398	$ 4,921

Marketable Securities and Fair Value Measurements - Additional Information (Details)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) security	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) security	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Fair Value Disclosures [Abstract]
Net unrealized gain (loss)	$ (52,000)			$ 134,000
Debt securities, available-for-sale, number of positions in unrealized loss position \| security	1			1
Accrued interest receivable on cash equivalents and marketable securities	$ 43,000			$ 43,000		$ 242,000
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Current, Statement of Financial Position [Extensible Enumeration]	Other receivables			Other receivables		Other receivables
Derivative warrant liabilities	$ 64,000			$ 64,000		$ 636,000
Goodwill impairment charges	$ 0	$ 0	$ 16,867,000	$ 0	$ 16,867,000	$ 16,867,000

Related Party Transactions - Additional Information (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Nov. 30, 2023
Related Party Transactions
Outstanding related party balances			$ 1,250,000
Related Party
Related Party Transactions
Outstanding related party balances	$ 0	$ 0

Segment Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Information

The Company operates its business and reports its results through three operating and reportable segments: dispensary, patient services, and clinical trials & other in accordance with ASC 280. See Note 2 for a summary of the Company’s policy on segment information.

Summarized financial information for the Company’s segments is shown in the following tables:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue
Patient services	$	49,752	$	53,634	$	154,666	$	157,333
Dispensary	48,210		26,792		132,329		76,228
Clinical trials & other	1,939		1,609		6,150		4,890
Consolidated revenue	$	99,901	$	82,035	$	293,145	$	238,451


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Direct costs
Patient services	$	45,118	$	44,961	$	141,137	$	132,653
Dispensary	40,091		21,072		111,701		60,328
Clinical trials & other	326		24		946		276
Total segment direct costs	$	85,535	$	66,057	$	253,784	$	193,257

Depreciation expense
Patient services	$	559	$	749	$	1,574	$	1,601
Dispensary	31		30		92		75

Total segment depreciation expense	$	590	$	780	$	1,666	$	1,676

Amortization of intangible assets
Patient services	$	718	$	731	$	1,437	$	2,082

Clinical trials & other	55		53		110		158
Total segment amortization	$	773	$	784	$	1,547	$	2,240

Operating income
Patient services	$	3,357	$	7,193	$	10,518	$	20,997
Dispensary	8,088		5,690		20,536		15,825
Clinical trials & other	1,558		1,531		5,094		4,455
Total segment operating income	$	13,003	$	14,414	$	36,148	$	41,277

Goodwill impairment charges
Patient services	$	—	$	—	$	—	$	16,235

Clinical trials & other	—		—		—		632
Total impairment charges	$	—	$	—	$	—	$	16,867

Selling, general and administrative expense	$	26,646	$	28,205	$	82,970	$	85,761
Non-segment depreciation and amortization	210		134		1,367		379
Total consolidated operating loss	$	(13,853)	$	(13,925)	$	(48,189)	$	(61,730)


(in thousands)	September 30, 2024		December 31, 2023
Assets
Patient services	$	72,572	$	73,551
Dispensary	16,022		8,378
Clinical trials & other	8,410		8,878
Non-segment assets	82,179		118,433
Total assets	$	179,183	$	209,240

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Summary of Components of Lease Expense and Cash Flow and Supplemental Noncash Information Related to Lease Liabilities

The components of lease expense were as follows for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023

Operating lease costs:	$	1,990	$	1,971	$	6,211	$	5,572
Finance lease costs:
Amortization of ROU asset	$	10	$	10	$	31	$	48
Interest expense	$	2	$	2	$	6	$	9
Other lease costs:
Short-term lease costs	$	3	$	3	$	7	$	37
Variable lease costs	$	415	$	308	$	1,199	$	891

The following table provides certain cash flow and supplemental noncash information related to the Company's lease liabilities for the:


(in thousands)	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	6,289	$	5,448
Financing cash payments for finance leases	36		91
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	2,835	$	9,011
Finance leases	—		3

Summary of Operating Lease, Liability, Maturity

The aggregate future lease payments for the Company's leases in years subsequent to September 30, 2024 are as follows:


(in thousands)	Operating Leases		Finance Leases
2024 (remaining three months)	$	2,130	$	12
2025	8,460		42
2026	8,016		39
2027	6,806		29
2028	4,760		—
Thereafter	6,866		—
Total future lease payment	$	37,038	$	122
Less: amount representing interest	(5,625)		(10)
Present value of future lease payment (lease liabilities)	$	31,413	$	112
Reported as:
Lease liabilities, current	$	6,749	$	40
Lease liabilities, noncurrent	24,664		72
Total lease liabilities	$	31,413	$	112

Summary of Finance Lease, Liability, Maturity

The aggregate future lease payments for the Company's leases in years subsequent to September 30, 2024 are as follows:


(in thousands)	Operating Leases		Finance Leases
2024 (remaining three months)	$	2,130	$	12
2025	8,460		42
2026	8,016		39
2027	6,806		29
2028	4,760		—
Thereafter	6,866		—
Total future lease payment	$	37,038	$	122
Less: amount representing interest	(5,625)		(10)
Present value of future lease payment (lease liabilities)	$	31,413	$	112
Reported as:
Lease liabilities, current	$	6,749	$	40
Lease liabilities, noncurrent	24,664		72
Total lease liabilities	$	31,413	$	112

Summary of Weighted Average Remaining Lease Terms and Discount Rates for Company's Leases

The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of September 30, 2024 and 2023:


	September 30, 2024		September 30, 2023
Weighted-average remaining lease term (in years)
Operating	4.83		5.43
Finance	2.85		3.75
Weighted-average discount rate
Operating	6.57	%	6.34	%
Finance	6.58	%	6.45	%

Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss attributable to TOI	$ (16,113)	$ (15,479)	$ (19,889)	$ (17,419)	$ (16,897)	$ (29,998)	$ (51,481)	$ (64,314)
Net loss attributable to TOI available for distribution	(16,113)			(17,419)			(51,481)	(64,314)
Net loss attributable to participating securities, basic	(2,890)			(3,148)			(9,302)	(11,723)
Net loss attributable to common stockholders, basic	$ (13,223)			$ (14,271)			$ (42,179)	$ (52,591)
Weighted average common shares outstanding, basic (in shares)	75,524,823			73,469,101			74,838,340	73,679,454
Net loss income per share attributable to common stockholders, basic (in dollars per share)	$ (0.18)			$ (0.19)			$ (0.56)	$ (0.71)
Net loss attributable to TOI available for distribution	$ (16,113)			$ (17,419)			$ (51,481)	$ (64,314)
Net loss attributable to participating securities, diluted	(2,890)			(3,148)			(9,302)	(11,723)
Net loss attributable to common stockholders, diluted	$ (13,223)			$ (14,271)			$ (42,179)	$ (52,591)
Weighted average shares outstanding, diluted (in shares)	75,524,823			73,469,101			74,838,340	73,679,454
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.18)			$ (0.19)			$ (0.56)	$ (0.71)

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Senior Secured Convertible Note

The Senior Secured Convertible Note as of September 30, 2024 and December 31, 2023 consists of the following:


(in thousands)	September 30, 2024		December 31, 2023
Senior Secured Convertible Note, due August 9, 2027	$	110,000	$	110,000

Less: Unamortized debt issuance costs	2,387		2,875
Less: Unamortized debt discount	16,076		20,299
Long-term debt, net of unamortized debt discount and issuance costs	$	91,537	$	86,826

Summary of Stated Debt Maturity Related to Senior Secured Convertible Note

The following table summarizes the stated debt maturity related to the Senior Secured Convertible Note as of September 30, 2024:


(in thousands)
2024 (remaining three months)	$	—
2025	—
2026	—
2027	110,000
Total debt	$	110,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements. However, the Company believes that the disclosures are adequate to ensure the information is not misleading. In the opinion of management, all adjustments (of normal and recurring nature) considered necessary for fair presentation have been reflected in these interim statements. As such, the information included in the accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes as of and for the year ended December 31, 2023, issued on March 28, 2024 in the Company's Annual Report on Form 10-K. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of TOI, its subsidiaries, all of which are controlled by TOI through majority voting control, and variable interest entities (“VIEs”) for which TOI (through TOI Management) is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation. Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Noncontrolling interests in less-than-wholly-owned consolidated subsidiaries of the Company are presented as a component of total equity to distinguish between the interests of the Company and the interests of the noncontrolling owners. Revenues, expenses, and net income or losses from these subsidiaries are included in the consolidated amounts as presented on the Condensed Consolidated Statements of Operations. The Company holds variable interests in TOI PCs, which it cannot legally own, as a result of entering into master services agreements ("MSAs"). As of September 30, 2024, TOI held variable interests in TOI CA, The Oncology Institute FL, LLC, a Professional Corporation ("TOI FL"), The Oncology Institute OR, a Professional Corporation ("TOI OR"), and The Oncology Institute TX, a Professional Corporation ("TOI TX"), all of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 17, the shareholders of the Company's consolidating VIEs own a minority of the issued and outstanding shares of common stock of the Company. Business Combinations The Company accounts for all transactions that represent business combinations using the acquisition method of accounting under Accounting Standards Codification ("ASC") Topic No. 805, Business Combinations (“ASC 805”). The Company first assesses whether an acquisition constitutes a business combination or asset acquisition by applying the screening test and analyzing whether the acquired entity has substantive inputs, processes, and the ability to produce outputs. Upon concluding an acquisition is a business combination, per ASC 805, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date an acquirer obtains control of the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the noncontrolling interests obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration exchanged in the acquisition over the fair value of the net assets acquired. Segment Reporting The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient services, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 20. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgments related to revenue recognition, estimated accounts receivable and the allowance for credit losses, useful lives and recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired identifiable assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgments related to deferred income taxes. For the nine months ended September 30, 2024, due to historical Direct and Indirect Remuneration (DIR) fee run out data and low reimbursement, the Company changed its estimates for DIR fees incurred. The result of this change in estimate resulted in a decrease to the dispensary operating revenue segment and net income by approximately $2.4 million for the nine months ended September 30, 2024. Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company's Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Under the two-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options, restricted stock units, Medical RSUs (defined in Note 14), earnout shares (defined in Note 14), public warrants, private placement warrants, and Senior Secured Convertible Notes (defined in Note 11). The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants, and private placement warrants. The if-converted method is used to calculate the potentially dilutive effect of the Senior Secured Notes. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential shares of common stock that are dilutive, subject to dilution sequencing rules. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted net income (loss) per share until the market conditions have been met (see more detail on the earnout shares in Note 14). The Medical RSUs are also contingently issuable; therefore, they are excluded from basic net income (loss) per share until the performance and service conditions have been met (see more detail in Note 14). Further, the number of contingently issuable Medical RSUs included in diluted net income (loss) per share is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period and if the result would be dilutive. For the periods presented, the public and private placement warrants are out of the money; therefore, the public and private placement warrants are antidilutive and excluded from diluted net loss per share. Fair Value Measurements The Company accounts for fair value measurements under ASC Topic No. 820, Fair Value Measurements (“ASC 820”). The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 7 for further discussion): Level 1inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company's fair value measurement methodology for cash and cash equivalents, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments. Fair value measurement of investment securities available for sale is based upon quoted prices from active markets, if available (Level 1). If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation methodologies. Level 2 investment securities include US Treasuries purchased in the secondary market that use pricing inputs other than quoted prices in active markets and fair value is determined using pricing models or other valuation methodologies such as broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. Contingent considerations are valued using a present value factor using credit rating yields which are considered to be a Level 3 fair value measurement. Fair value measurements used for the goodwill and intangible assets are based on the discounted cash flow method within the income approach and guideline public company method to value the reporting units, which is considered to be a Level 3 fair value measurement. The unobservable inputs utilized in determining the fair value of goodwill based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. Inputs used to calculate the fair value based on the market approach include the revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples based on guidelines for similar publicly traded companies and recent transactions. Fair value measurements of derivative warrants and earnout liabilities are based on Binomial Lattice and Monte-Carlo Simulation Models, respectively, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the derivative warrants and earnouts is the expected volatility of the common stock. Fair value measurements of the convertible note warrant and conversion option derivative liabilities are based on the Black-Derman-Toy model implemented in the Binomial Lattice and Black-Scholes Models, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the convertible note warrant and conversion option derivative liabilities is the expected volatility of the common stock. Cash and Cash Equivalents Cash primarily consists of deposits with banking institutions. The Company considers all highly liquid investments that are both readily convertible into cash and mature within three months from the date of purchase to be cash equivalents. Accounts Receivable and Allowance for Credit Losses The Company’s accounts receivables are recorded and stated at the amount expected to be collected determined by each payor, net of an allowance for credit losses, under ASC Topic No. 310, Receivables (“ASC 310”). In accordance with ASC Topic No. 326, Financial Instruments — Credit Losses (“ASC 326”), the Company recognizes credit losses based on a forward-looking current expected credit losses (“CECL”) model. The Company segregates accounts receivables into portfolio segments based on shared risk characteristics, such as line of business and customer type, for evaluation of expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, default-based statistics, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses is developed using a loss rate method and is recognized in the Condensed Consolidated Statement of Operations. The uncollectible accounts receivables are written off on a quarterly basis in the period when collection activities cease due to a final determination that all or a portion of the balance is no longer collectible and if there is no pending litigation activity related to the receivable. No allowance for credit losses was recorded as of September 30, 2024 and December 31, 2023. Goodwill The Company accounts for goodwill under Accounting Standards Codification Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”). Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortized but is required to be evaluated for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. We performed a qualitative assessment for the three and nine months ended September 30, 2024 and determined it was not necessary to perform the two-step quantitative analysis. We determined there was no impairment for the three and nine months ended September 30, 2024. When assessing goodwill for impairment for the nine months ended September 30, 2023, we first performed a qualitative assessment to determine whether it was necessary to perform the two-step quantitative analysis. Based on the qualitative assessment including our share price decrease as well as factors related to macroeconomic conditions, industry and market considerations, cost factors, financial performance and market capitalization, we determined it was likely that our reporting unit fair value was less than its carrying value and the two-step impairment test was performed. It was concluded that, based on the results of our assessment performed, there was a goodwill impairment of $16,867 for the three months ended March 31, 2023. Goodwill impairment recorded for the three and nine months ended September 30, 2023 was $0 and $16,867, respectively. Debt The Company accounts for debt net of debt issuance costs and debt discount. Debt issuance costs and debt discount are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method. The Company accounts for bifurcated, debt-classified embedded features separately as derivative liabilities pursuant to ASC Topic No. 815, Derivatives and Hedging ("ASC 815"). Bifurcated, debt-classified embedded features are recorded at fair value on the Company's balance sheet with subsequent changes in fair value recorded in the Condensed Consolidated Statement of Operations each reporting period. Investments in Marketable Securities The Company's investments in marketable securities are classified as available-for-sale and are carried at fair value. The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments ("ASC 825"), where changes in fair value are recorded in unrealized gains (losses), net on the Company's Condensed Consolidated Statements of Operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as current assets if the maturity date is less than one year from the balance sheet date. Interest income and accretion on marketable securities are included in interest income in the Consolidated Statements of Operations. Realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the Condensed Consolidated Statements of Operations. The cost of securities sold is based on the First In, First Out method. At each reporting period, the Company evaluates available-for-sale marketable securities, to the extent the fair value option is not elected, for any credit-related impairment when the fair value of the investment is less than its amortized cost. If the Company determines that the decline in fair value is below the carrying value and this decline is other-than-temporary, credit-related impairment is recognized in the Consolidated Statement of Operations in accordance with ASC 320, Debt Securities. As of September 30, 2024, there were no available-for-sale instruments for which the fair value option was not elected. Emerging Growth Company The Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended ("Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to use the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected to use the extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Comprehensive Loss Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented. Recently Issued and Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The new standard became effective for the Company on January 1, 2024. The adoption of this standard did not have a material impact on our condensed consolidated financial statements as of September 30, 2024. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). Under ASU 2021-08, an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers (“ASC 606”). The guidance became effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company adopted ASU 2021-08 on January 1, 2024 on a prospective basis. On October 9, 2023, the FASB issued ASU 2023-06: Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"), which amends the disclosure and presentation requirements related to various Codification subtopics. The ASU ("ASU 2023-06") was issued in response to the SEC’s August 2018 final rule that updated and simplified disclosure requirements the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The new guidance is intended to align U.S. GAAP and SEC requirements while facilitating the application of U.S. GAAP for all entities. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. We are currently evaluating the impact of the guidance on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide, in interim periods, all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The ASU ("ASU 2023-07") does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The standard became effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company expects this ASU to only impact our disclosures with no impact to our results of operations, cash flows and financial condition. Moreover, in December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures ("ASU 2023-09"). The new standard requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company expects this ASU to only impact the presentation of our disclosures with no impact to our results of operations, cash flows, and financial condition.

Debt - Summary of Senior Secured Convertible Note (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Aug. 09, 2022
Debt Instrument [Line Items]
Senior Secured Convertible Note, due August 9, 2027			$ 110,000
Facility Agreement
Debt Instrument [Line Items]
Less: Unamortized debt issuance costs				$ 4,924
Facility Agreement \| Convertible Notes
Debt Instrument [Line Items]
Senior Secured Convertible Note, due August 9, 2027	$ 110,000	$ 110,000
Less: Unamortized debt issuance costs	2,387	2,875		$ 3,663
Less: Unamortized debt discount	16,076	20,299
Long-term debt, net of unamortized debt discount and issuance costs	$ 91,537	$ 86,826

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and Equipment, Net
Less: accumulated depreciation	$ (6,627)	$ (6,180)
Total property and equipment, net	$ 12,274	10,883
Computers and software
Property and Equipment, Net
Useful lives	60 months
Property and equipment, gross	$ 3,865	3,035
Office furniture
Property and Equipment, Net
Useful lives	84 months
Property and equipment, gross	$ 709	724
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 10,438	9,214
Medical equipment
Property and Equipment, Net
Useful lives	60 months
Property and equipment, gross	$ 1,441	2,082
Construction in progress
Property and Equipment, Net
Property and equipment, gross	2,241	1,801
Finance lease ROU assets
Property and Equipment, Net
Property and equipment, gross	$ 207	$ 207

Related Party Transactions - Summary of Related Party Payments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transactions
Total related party payments	$ 143	$ 199	$ 416	$ 417
American Institute of Research \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	0	14	0	38
Karen M Johnson \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	19	13	58	38
Richard Barasch \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	0	0	5	0
Anne M. McGeorge \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	19	29	56	58
Mohit Kaushal \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	19	32	58	59
Ravi Sarin \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	0	29	0	54
Maeve O'Meara Duke \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	19	13	57	38
M33 Growth LLC (Gabe Ling) \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	19	33	59	58
Mark L. Pacala \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	19	29	57	58
Richy Agajanian MD \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	0	5	0	12
Brad Hively \| Payments to Affiliated Entities \| Related Party
Related Party Transactions
Total related party payments	$ 29	$ 2	$ 66	$ 4

Stockholders' Equity (Details)				3 Months Ended		9 Months Ended	12 Months Ended
Stockholders' Equity (Details)	Aug. 28, 2023 USD ($) shares	Jun. 14, 2023 USD ($) shares	Dec. 12, 2021 d $ / shares shares	Sep. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) vote $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2024 shares	Mar. 31, 2024 shares	Mar. 31, 2023 shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares	Nov. 12, 2021 $ / shares shares
Common and Preferred Shares
Common stock, shares issued (in shares)						77,292,849	75,879,025
Common stock, shares outstanding (in shares)						75,559,075	74,145,251
Number of common stock, vote per share \| vote						1
Dividends declared \| $						$ 0	$ 0
Preferred stock, shares authorized (in shares)						10,000,000	10,000,000						10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares						$ 0.0001	$ 0.0001						$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares													$ 0.0001
Preferred stock, shares outstanding (in shares)						165,045	165,045					163,510
Shares issued upon conversion (in shares)						100
Maximum number of common stock allowed (as a percent)						4.90%
Threshold number of business days before sending notice of redemption to warrant holders \| d			3
Number of shares authorized to be repurchased (in shares)	2,000,000	5,000,000
Repurchase and retirement of common stock \| $	$ 125,000	$ 894,000		$ 125,000	$ 894,000
Common Stock
Common and Preferred Shares
Common stock, shares outstanding (in shares)				75,461,901	74,548,216	77,292,849	75,879,025	77,224,263	76,046,694	73,754,609	73,265,621
Repurchase of common stock (in shares)	140,646	1,593,128				0
Public and Private Warrants
Common and Preferred Shares
Warrants exercisable, term (in days)			30 days
Warrants term (in years)			5 years
Public Warrants
Common and Preferred Shares
Warrant outstanding (in shares)						5,749,986
Number of securities called by each warrant (in shares)			1
Warrants price per share (in dollars per share) \| $ / shares			$ 11.50
Warrant redemption maximum common share price (in dollars per share) \| $ / shares			$ 18.00
Threshold trading days \| d			20
Threshold consecutive trading period (in days) \| d			30
Warrants price per share (in dollars per share) \| $ / shares			$ 0.01
Minimum threshold written notice period for redemption of public warrants (in days)			30 days
Private Warrants
Common and Preferred Shares
Warrant outstanding (in shares)						3,177,542

Leases - Summary of Weighted Average Remaining Lease Terms and Discount Rates for Company's Leases (Details)	Sep. 30, 2024	Sep. 30, 2023
Weighted-average remaining lease term (in years)
Operating	4 years 9 months 29 days	5 years 5 months 4 days
Finance	2 years 10 months 6 days	3 years 9 months
Weighted-average discount rate
Operating	6.57%	6.34%
Finance	6.58%	6.45%

Goodwill and Intangible Assets - Summary of Goodwill Allocated to Each of the Reporting Units (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill [Line Items]
Goodwill	$ 7,230	$ 7,230
Patient services
Goodwill [Line Items]
Goodwill	2,679	2,679
Dispensary
Goodwill [Line Items]
Goodwill	4,551	4,551
Clinical trials & other
Goodwill [Line Items]
Goodwill	$ 0	$ 0

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

Goodwill and Intangible Assets - Summary of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Year ending December 31:
2024 (remaining three months)	$ 774
2025	3,091
2026	3,060
2027	2,933
2028	2,828
Thereafter	2,897
Net carrying amount	$ 15,583	$ 17,904

Business Combinations - Summary of Fair Values Assigned to Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands			9 Months Ended	12 Months Ended
	Nov. 28, 2023	Jun. 05, 2023	Sep. 30, 2024	Dec. 31, 2023
Estimated fair value of identifiable assets acquired and liabilities assumed:
Goodwill			$ 7,230	$ 7,230
Total
Business Acquisition [Line Items]
Cash			4,457
Deferred			1,813
Fair value of total consideration transferred			6,270
Estimated fair value of identifiable assets acquired and liabilities assumed:
Inventory			32
Property and equipment			602
Operating right of use assets			4,290
Goodwill			2,679
Total assets acquired			10,560
Current portion of operating lease liabilities			405
Operating lease liabilities			3,885
Total liabilities assumed			4,290
Net assets acquired			6,270
Total \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Clinical contracts and noncompetes			2,957
Southland
Business Acquisition [Line Items]
Cash		$ 4,300
Deferred		1,813	$ 0	$ 1,944
Fair value of total consideration transferred		6,113
Estimated fair value of identifiable assets acquired and liabilities assumed:
Inventory		0
Property and equipment		590
Operating right of use assets		4,246
Goodwill		2,679
Total assets acquired		10,359
Current portion of operating lease liabilities		378
Operating lease liabilities		3,868
Total liabilities assumed		4,246
Net assets acquired		6,113
Southland \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Clinical contracts and noncompetes		$ 2,844
Bolsa provisional
Business Acquisition [Line Items]
Cash	$ 157
Deferred	0
Fair value of total consideration transferred	157
Estimated fair value of identifiable assets acquired and liabilities assumed:
Inventory	32
Property and equipment	12
Operating right of use assets	44
Goodwill	0
Total assets acquired	201
Current portion of operating lease liabilities	27
Operating lease liabilities	17
Total liabilities assumed	44
Net assets acquired	157
Bolsa provisional \| Clinical contracts and noncompetes
Estimated fair value of identifiable assets acquired and liabilities assumed:
Clinical contracts and noncompetes	$ 113

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

The following table sets forth the computation of the Company's basic net loss per share to common stockholders for the three and nine months ended September 30, 2024 and 2023.


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss attributable to TOI	$	(16,113)	$	(17,419)	$	(51,481)	$	(64,314)

Net loss attributable to TOI available for distribution	(16,113)		(17,419)		(51,481)		(64,314)
Net loss attributable to participating securities, basic	(2,890)		(3,148)		(9,302)		(11,723)
Net loss attributable to common stockholders, basic	$	(13,223)	$	(14,271)	$	(42,179)	$	(52,591)


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Weighted average common shares outstanding, basic	75,524,823		73,469,101		74,838,340		73,679,454
Net loss income per share attributable to common stockholders, basic	$	(0.18)	$	(0.19)	$	(0.56)	$	(0.71)

The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the three and nine months ended September 30, 2024 and 2023.


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss attributable to TOI	$	(16,113)	$	(17,419)	$	(51,481)	$	(64,314)


Net loss attributable to TOI available for distribution	(16,113)		(17,419)		(51,481)		(64,314)
Net loss attributable to participating securities, diluted	(2,890)		(3,148)		(9,302)		(11,723)
Net loss attributable to common stockholders, diluted	$	(13,223)	$	(14,271)	$	(42,179)	$	(52,591)
Weighted average common shares outstanding, basic	75,524,823		73,469,101		74,838,340		73,679,454


Weighted average shares outstanding, diluted	75,524,823		73,469,101		74,838,340		73,679,454
Net loss per share attributable to common stockholders, diluted	$	(0.18)	$	(0.19)	$	(0.56)	$	(0.71)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Convertible note	12,839,967	12,839,967	12,839,967	12,839,967
Stock options	7,761,895	8,829,382	7,761,895	8,934,259
RSUs	1,461,679	2,124,905	1,461,679	2,314,407

Earnout Shares	794,008	1,401,064	794,008	1,401,064
Public Warrants	5,749,986	5,749,986	5,749,986	5,749,986
Private Warrants	3,177,542	3,177,542	3,177,542	3,177,542

Debt - Summary of Stated Debt Maturity Related to Senior Secured Convertible Note (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2024 (remaining three months)	$ 0
2025	0
2026	0
2027	110,000
Total debt	$ 110,000

Share-Based Compensation - Summary of Weighted Average Assumptions used in the Black-Scholes-Merton Option-Pricing Model (Details) - Stock options	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Valuation assumptions:
Expected dividend yield (as a percent)	0.00%	0.00%
Expected volatility (as a percent)	80.20%	64.00%
Risk-free rate (as a percent)	4.40%	3.40%
Expected term (in years)	6 years 3 months	6 years 3 months

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2024
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders' Equity Common Stock As of September 30, 2024, there were 77,292,849 shares issued and 75,559,075 shares outstanding of common stock. As of December 31, 2023, there were 75,879,025 shares issued and 74,145,251 shares outstanding of common stock. Voting The holders of the Company’s common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings), and there is no cumulative voting. Dividends Common stockholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared as of September 30, 2024 and December 31, 2023. Preferred Stock Upon the Closing Date of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 10,000,000 shares of Series A Common Equivalent Preferred Stock (“preferred stock”) with a par value and liquidation preference of $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish, from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences, and privileges of the shares. Immediately following the Closing Date and as of December 31, 2021, there were 163,510 shares of preferred stock outstanding. As of September 30, 2024 and December 31, 2023, there were 165,045 shares of preferred stock outstanding. Conversion Each share of preferred stock is convertible, at any time on the part of the holder except with respect to the Beneficial Ownership Limitation (defined below), into 100 shares of common stock. Blocker/Beneficial Ownership Limitation The preferred stock is subject to a beneficial ownership limitation such that the preferred stock may not, at any time, be convertible into more than 4.9% of the total number of shares of common stock outstanding (“Beneficial Ownership Limitation”). Voting The holders of preferred stock do not have voting rights in the Company. Dividends The holders of preferred stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors on an as-converted basis. No dividends have been declared as of September 30, 2024. Assumed Public Warrants and Private Placement Warrants As a result of the Business Combination, holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. The warrants became exercisable 30 days from the completion of the Business Combination, on December 12, 2021, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. As of September 30, 2024, there are 5,749,986 public warrants outstanding and 3,177,542 private placement warrants outstanding. Each warrant entitles the holder to purchase one share of common stock for $11.50 per share. Private warrants held by the initial purchaser or certain permitted transferees may be exercised on a cashless basis. If the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the public warrants at a price of $0.01 per warrant upon not less than 30 days’ prior written notice. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a cashless basis. The Company will not be required to net cash settle the warrants. The private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers of their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. Share Repurchase Program On June 14, 2023, the Company's Board approved a share repurchase program with authorization to purchase up to 5 million shares of the Company's stock. The Company repurchased 1,593,128 shares of its common stock for $894 through one or more securities broker-dealers, in open market purchases and negotiated market purchases. On August 28, 2023, the Company's Board approved a share repurchase program with authorization to purchase up to 2 million shares of the Company’s common stock. The Company repurchased 140,646 shares of its common stock for $125 through one or more securities broker-dealers, in open market purchases and negotiated market purchases. The Company had no repurchases in 2024. The financial impact of the share buybacks, including the change in the number of outstanding shares and its effect on earnings per share (EPS), is disclosed in the earnings per share computation in accordance with ASC 260, Earnings Per Share.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss attributable to TOI	$ (16,113)	$ (15,479)	$ (19,889)	$ (17,419)	$ (16,897)	$ (29,998)	$ (51,481)	$ (64,314)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Preferred Stock	Treasury Stock	Additional Paid in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		73,265,621
Beginning balance at Dec. 31, 2022	$ 123,175	$ 7	$ 0	$ 0	$ 186,250	$ (63,082)
Beginning balance (in shares) at Dec. 31, 2022			165,045
Changes in Stockholders' Equity
Net loss	(29,998)					(29,998)
Issuance of common stock upon vesting of restricted stock units (in shares)		488,988
Share-based compensation expense	5,229				5,229
Ending balance (in shares) at Mar. 31, 2023		73,754,609
Ending balance at Mar. 31, 2023	98,406	$ 7	$ 0	0	191,479	(93,080)
Ending balance (in shares) at Mar. 31, 2023			165,045
Beginning balance (in shares) at Dec. 31, 2022		73,265,621
Beginning balance at Dec. 31, 2022	123,175	$ 7	$ 0	0	186,250	(63,082)
Beginning balance (in shares) at Dec. 31, 2022			165,045
Changes in Stockholders' Equity
Net loss	(64,314)
Ending balance (in shares) at Sep. 30, 2023		75,461,901
Ending balance at Sep. 30, 2023	71,849	$ 8	$ 0	(1,019)	200,256	(127,396)
Ending balance (in shares) at Sep. 30, 2023			165,045
Beginning balance (in shares) at Mar. 31, 2023		73,754,609
Beginning balance at Mar. 31, 2023	98,406	$ 7	$ 0	0	191,479	(93,080)
Beginning balance (in shares) at Mar. 31, 2023			165,045
Changes in Stockholders' Equity
Net loss	(16,897)					(16,897)
Issuance of common stock upon vesting of restricted stock units (in shares)		793,607
Share-based compensation expense	4,107				4,107
Treasury stock purchase	(894)			(894)
Ending balance (in shares) at Jun. 30, 2023		74,548,216
Ending balance at Jun. 30, 2023	84,722	$ 7	$ 0	(894)	195,586	(109,977)
Ending balance (in shares) at Jun. 30, 2023			165,045
Changes in Stockholders' Equity
Net loss	(17,419)					(17,419)
Issuance of common stock upon vesting of restricted stock units (in shares)		899,069
Issuance of common stock upon vesting of restricted stock units	1	$ 1
Issuance of common stock upon exercise of options (in shares)		14,616
Issuance of common stock upon exercise of options	13				13
Share-based compensation expense	4,657				4,657
Treasury stock purchase	(125)			(125)
Ending balance (in shares) at Sep. 30, 2023		75,461,901
Ending balance at Sep. 30, 2023	$ 71,849	$ 8	$ 0	(1,019)	200,256	(127,396)
Ending balance (in shares) at Sep. 30, 2023			165,045
Beginning balance (in shares) at Dec. 31, 2023	74,145,251	75,879,025
Beginning balance at Dec. 31, 2023	$ 57,025	$ 8	$ 0	(1,019)	204,186	(146,150)
Beginning balance (in shares) at Dec. 31, 2023	165,045		165,045
Changes in Stockholders' Equity
Net loss	$ (19,889)					(19,889)
Issuance of common stock upon vesting of restricted stock units (in shares)		83,020
Issuance of common stock upon exercise of options (in shares)		84,649
Issuance of common stock upon exercise of options	73				73
Share-based compensation expense	4,087				4,087
Ending balance (in shares) at Mar. 31, 2024		76,046,694
Ending balance at Mar. 31, 2024	$ 41,296	$ 8	$ 0	(1,019)	208,346	(166,039)
Ending balance (in shares) at Mar. 31, 2024			165,045
Beginning balance (in shares) at Dec. 31, 2023	74,145,251	75,879,025
Beginning balance at Dec. 31, 2023	$ 57,025	$ 8	$ 0	(1,019)	204,186	(146,150)
Beginning balance (in shares) at Dec. 31, 2023	165,045		165,045
Changes in Stockholders' Equity
Net loss	$ (51,481)
Ending balance (in shares) at Sep. 30, 2024	75,559,075	77,292,849
Ending balance at Sep. 30, 2024	$ 15,482	$ 8	$ 0	(1,019)	214,124	(197,631)
Ending balance (in shares) at Sep. 30, 2024	165,045		165,045
Beginning balance (in shares) at Mar. 31, 2024		76,046,694
Beginning balance at Mar. 31, 2024	$ 41,296	$ 8	$ 0	(1,019)	208,346	(166,039)
Beginning balance (in shares) at Mar. 31, 2024			165,045
Changes in Stockholders' Equity
Net loss	(15,479)					(15,479)
Issuance of common stock upon vesting of restricted stock units (in shares)		1,174,868
Issuance of common stock upon exercise of options (in shares)		2,701
Issuance of common stock upon exercise of options	2				2
Share-based compensation expense	3,387				3,387
Ending balance (in shares) at Jun. 30, 2024		77,224,263
Ending balance at Jun. 30, 2024	29,206	$ 8	$ 0	(1,019)	211,735	(181,518)
Ending balance (in shares) at Jun. 30, 2024			165,045
Changes in Stockholders' Equity
Net loss	(16,113)					(16,113)
Issuance of common stock upon vesting of restricted stock units (in shares)		68,586
Share-based compensation expense	$ 2,389				2,389
Ending balance (in shares) at Sep. 30, 2024	75,559,075	77,292,849
Ending balance at Sep. 30, 2024	$ 15,482	$ 8	$ 0	$ (1,019)	$ 214,124	$ (197,631)
Ending balance (in shares) at Sep. 30, 2024	165,045		165,045

Accounts Receivable

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Accounts Receivable

The Company’s accounts receivable consist primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable and allowance for credit losses.

Accounts Receivable as of September 30, 2024 and December 31, 2023 consist of the following:


(in thousands)	September 30, 2024		December 31, 2023
Oral drug accounts receivable (Dispensary)	$	9,222	$	2,914
Capitated accounts receivable (Patient Services)	5,652		1,757
FFS accounts receivable (Patient Services)	29,921		30,173
Clinical trials accounts receivable	2,309		2,595
Other trade receivables	7,398		4,921
Total	$	54,502	$	42,360

The Company adopted ASU 2016-13, as amended, effective January 1, 2023, and determined no allowance for credit losses was required as of that date. No allowance for credit losses was recorded as of September 30, 2024 and December 31, 2023.

As of January 1, 2023, the accounts receivable balance amounted to $39,816.

During the three and nine months ended September 30, 2024, the Company had no net bad debt recoveries or bad debt expense. During the three and nine months ended September 30, 2023, credit losses related to direct write-offs totaled $31 and $42, respectively. Credit losses were a result of accounts receivable on completed contracts that were deemed uncollectible during the period. During the three and nine months ended September 30, 2023, the Company had recoveries of credit losses of $0 and $11, respectively

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Senior Secured Convertible Note

On August 9, 2022, TOI entered into a Facility Agreement (the “Facility Agreement”) with certain lenders (“Lenders”) and Deerfield Partners L.P. (“Agent”), pursuant to which, TOI borrowed cash loans from the Lenders in the amount of $110,000, in exchange for which, TOI issued to each Lender a secured convertible promissory note (“Senior Secured Convertible Note”), which is payable to such Lenders in an amount equal to the unpaid principal amount of loans held by such Lender.

The Senior Secured Convertible Note will mature on August 9, 2027 (the “Maturity Date”) and shall bear interest at the rate of 4.00% per annum from August 9, 2022, on the outstanding principal amount, any overdue interest and any other amounts and obligations. The interest shall be paid in cash quarterly in arrears commencing on October 1, 2022. In case of any prepayment, repayment or redemption of the Senior Secured Convertible Note, the Company shall pay any accrued and unpaid interest on the principal, along with a make whole amount and an exit fee.

The Facility Agreement requires the Company to meet certain operational and reporting requirements, including, but not limited to, customary regulatory, financial reporting, and disclosure requirements. Additionally, limitations are placed on the Company's ability to merge with other companies and enter into other debt arrangements and permitted investments are limited to amounts specified in the Facility Agreement. The Facility Agreement also provides certain restrictions on dividend payments and other equity transactions and requires the Company to make prepayments under specified circumstances. Financial covenants in the Facility Agreement require the Company to maintain a minimum unrestricted cash and cash equivalent balance of $40,000 and minimum net quarterly revenues of $75,000 during fiscal year 2024; and $100,000 during fiscal year 2025. Cash Equivalents as defined by the Facility Agreement means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any person organized under the laws of any state of the United States, (d) any United States dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by any commercial bank that (A) is organized under the laws of the United States, any state thereof or the District of Columbia, (B) is “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) and/or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clause (a), (b), (c) and (d) above shall not exceed one year. Additionally, the registration rights agreement between the Company and certain stockholders of Legacy TOI and DFPH entered into in connection with the Business Combination requires the Company to have an effective registration statement and calls for payment should the registration statement cease to remain effective. The Company was in compliance with the covenants of the Facility Agreement as of September 30, 2024.

Conversion Options

The Senior Secured Convertible Note contains several embedded conversion options (the “Conversion Options”) that grant the holders of the Senior Secured Convertible Note the ability to convert the Senior Secured Convertible Note at any time on or after date of issuance of the note. The Conversion Options are convertible into shares of the Company’s common stock (such converted shares, “Conversion Shares”) and, in certain circumstances, a combination of cash and shares of the Company’s common stock, or a combination of cash, other assets and securities or other property of any Company successor entity. The Conversion Shares or settlement amounts shall be computed on the basis of a predefined formula, with a set conversion price of $8.567 as one of the inputs and a conversion cap of 14,663,019 shares. The if-converted value did not exceed the principal amount as of September 30, 2024. No Conversion Shares were issued as of September 30, 2024 and December 31, 2023.

The Company evaluated the Conversion Options of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Conversion Options do not meet the criteria to be classified in shareholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings.

The Conversion Options contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Senior Secured Convertible Note. The number of shares to be issued against these notes and conversion price are each subject to adjustments provided under the terms of Senior Secured Convertible Note.

The holder shall receive dividends on the Senior Secured Convertible Note and distributions of any kind made to the holders of common stock, other than dividends of, or distributions in, shares, to the same extent as if the holder had converted the Senior Secured Convertible Note into such shares and had held such shares on the record date for such dividends and distributions any limitations on conversion options.

Optional Redemption

The Facility Agreement also provides the Company the right to redeem the outstanding principal amount of each note (“Optional Redemption”) for the Optional Redemption Price. The Company shall not affect any Optional Redemption under this Senior Secured Convertible Note unless along with this, the Company effects an optional redemption under all other notes in accordance with the terms thereof, on a pro rata basis, based upon the respective applicable original principal amount of each of the notes outstanding as of the date the notice for Optional Redemption is delivered to the holders.

The Company evaluated the Optional Redemption feature of the Senior Secured Convertible Note under ASC 815 and concluded that it requires bifurcation from the host contract as a separate unit of account. The Optional Redemption feature does not meet the criteria to be classified in shareholders’ equity and hence, is accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings. The fair value of the Optional Redemption feature is de minimis.

If the principal redemption amount specified in an Optional Redemption notice is less than the entire principal amount then outstanding, the principal amount specified in each conversion notice shall be applied (i) first, to reduce, on a dollar-for-dollar basis, the principal amount of the note in excess of the principal redemption amount until such excess principal amount is reduced to zero and (ii) to reduce, on a dollar-for-dollar basis, the principal redemption amount until all of such principal redemption amount shall have been converted.

Convertible Note Warrants

The Facility Agreement also provides for the issuance of warrants (the “Convertible Note Warrants”) on each date any principal amount of any Senior Secured Convertible Note is paid, repaid, redeemed, or prepaid at any time prior to the Maturity Date. Convertible Note Warrants are exercisable from their original issue date to August 9, 2027, for purchase of an aggregate amount of Conversion Shares into which such principal amount of Senior Secured Convertible Note was convertible into, immediately prior to such payment, at an exercise price of $8.567. The holder of Convertible Note Warrants may pay the exercise price in cash or exercise the warrant on cashless basis or through a reduction of an amount of principal outstanding under any Senior Secured Convertible Note held by such holder. In the event that the Convertible Note Warrant has not been exercised in full as of the last business day during its term, the holder shall be deemed to have exercised the purchase rights represented by the Convertible Note Warrant in full as a cashless exercise, in which event the Company shall issue that number of shares to the holder computed on the basis of a predefined formula.

The Company evaluated the Convertible Note Warrants of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Convertible Note Warrants do not meet the criteria to be classified in shareholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings.

The Convertible Note Warrant holder shall be entitled to receive any dividend or distribution made by the Company to the holders of common stock to the same extent as if the holder had exercised the Convertible Note Warrants in full in a cash exercise.

The number of shares to be issued against these warrants and exercise price are each subject to adjustments provided under the terms of Convertible Note Warrants. The Convertible Note Warrants contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Convertible Note Warrants. Further, the Convertible Note Warrants can be fully or partially settled in cash in certain cases in accordance with the terms of issuance such as when shares issuable upon exercise of the warrants exceed a predefined number, upon occurrence of predefined event of default and upon occurrence of predefined events that will bring a fundamental change in the Company such as merger, consolidation, business combination, recapitalization, reorganization, reclassification or other similar event.

As of September 30, 2024 and December 31, 2023, there were no Convertible Note Warrants outstanding.

Allocation of Proceeds

The Company has allocated total issuance proceeds of $110,000 among the Senior Secured Convertible Note and Convertible Note Warrants based on fair value. Upon issuance of the Convertible Note Warrants, the Company recorded Convertible Note Warrants, Optional Redemption, and Conversion Options of $0, $0 and $28,160, which were recorded as a debt discount to the Senior Secured Convertible Note of $110,000. The Company will amortize the debt discount over a period of 5 years (of which 2.86 years remain).

The total issuance costs of $4,924 was allocated among the Senior Secured Convertible Note, Convertible Note Warrants, Optional Redemption, and Conversion Options, by allocating costs of $0, $0, and $1,260 to the Convertible Note Warrants, Optional Redemption, and Conversion Options with the residual cost of $3,663 being allocated to the Senior Secured Convertible Note (in addition to the debt discount). The Company expensed issuance costs allocated to Warrants, Optional Redemption, and Conversion Options at inception and will amortize the costs allocated to the Senior Secured Convertible Note over a period of 5 years (of which 2.86 years remain).

Amounts Outstanding and Recognized during the Periods Presented

The Senior Secured Convertible Note as of September 30, 2024 and December 31, 2023 consists of the following:


(in thousands)	September 30, 2024		December 31, 2023
Senior Secured Convertible Note, due August 9, 2027	$	110,000	$	110,000

Less: Unamortized debt issuance costs	2,387		2,875
Less: Unamortized debt discount	16,076		20,299
Long-term debt, net of unamortized debt discount and issuance costs	$	91,537	$	86,826

The amortization of the debt issuance costs and debt discount was charged to interest expense for all periods presented. For the three months ended September 30, 2024 and 2023, the effective yield was 13.38%. The amount of debt issuance costs and debt discount included in interest expense for the three and nine months ended September 30, 2024 was $1,588 and $4,711, respectively. The amount of debt issuance costs and debt discount included in interest expense for the three and nine months ended September 30, 2023 was $1,566 and $4,633, respectively. The Company had interest expense of $1,125 and $3,349, respectively, on the Credit Agreement term loan for the three and nine months ended September 30, 2024. The Company recorded interest of $1,125 and $3,337 on the Credit Agreement term loan for the three and nine months ended September 30, 2023, respectively. There was $1,137 and $1,100 of accrued interest as of September 30, 2024 and 2023, respectively. There was $1,124 accrued interest as of December 31, 2023.

On August 9, 2022, the Company also entered into the Guarantee and Security Agreement (“Guarantee Agreement”) with the Agent for the purpose of providing a guarantee of all the obligations under the Facility Agreement (refer to Note 15. Commitments and Contingencies for detail).

Debt Maturities

The following table summarizes the stated debt maturity related to the Senior Secured Convertible Note as of September 30, 2024:


(in thousands)
2024 (remaining three months)	$	—
2025	—
2026	—
2027	110,000
Total debt	$	110,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

The Company recognizes revenue in accordance with ASC 606 on the basis of its satisfaction of outstanding performance obligations. The Company typically fulfills its performance obligations over time, either over the course of a single treatment (fee-for-service or "FFS"), a month (capitation), or a number of months (clinical research). The Company also has revenue that is satisfied at a point in time (dispensary).

Disaggregation of Revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Patient services
Capitated revenue	$	14,813	$	18,056	$	51,182	$	51,410
FFS revenue	34,939		35,578		103,484		105,923
Subtotal	49,752		53,634		154,666		157,333
Dispensary revenue	48,210		26,792		132,329		76,228
Clinical trials and other	1,939		1,609		6,150		4,890
Total	$	99,901	$	82,035	$	293,145	$	238,451

Refer to Note 20 for Segment Reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Under ASC 606, contract assets represent rights to payment for performance contingent on something other than the passage of time and accounts receivable are rights to payment for performance without contingencies. The Company does not

have any contract assets as of September 30, 2024, January 1, 2023, and December 31, 2023. Refer to Note 4 for accounts receivable as of September 30, 2024 and December 31, 2023.

Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. As of September 30, 2024 and December 31, 2023, contract liabilities amounted to $1,382 and $545, respectively. As of January 1, 2023, the contract liabilities amounted to $1,139. Contract liabilities are included within other current liabilities and presented in Note 9 along with refund liabilities due to amounts not being material. During the nine month periods ended September 30, 2024 and 2023, the Company recognized revenue of $718 and $432, respectively, related to deferred capitation revenue received (contract liability) as of the beginning of each respective period.

Remaining Unsatisfied Performance Obligations

The accounting terms for the Company’s patient services and dispensary contracts do not extend past a year in duration. Additionally, the Company applies the ‘as invoiced’ practical expedient to its clinical research contracts.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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+ Details

Segment Information - Additional Information (Details)	9 Months Ended
Segment Information - Additional Information (Details)	Sep. 30, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	3
Number of reportable segments	3