INSTITUTE OF ONCOLOGY, INC. such as entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unrecorded sale of equity securities, FD settlement disclosure, financial statements and parts (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Credit Agreement, Convertible Bonds, Warrants

On August 9, 2022, The Oncology Institute, Inc., a Delaware corporation (the
"Company"), entered into a Facility Agreement (the "Facility Agreement") by and
among the Company, as borrower, certain of the Company's subsidiaries from time
to time party thereto as guarantors and Deerfield Partners, L.P. ("Deerfield"),
as agent for itself and the lenders, providing for the issuance and sale by the
Company to Deerfield of $110 million of principal amount of 4.0% secured senior
convertible notes (the "Convertible Notes") upon the terms and conditions set
forth in the Facility Agreement (the "Deerfield Financing"). The Convertible
Notes will be secured by (i) a security interest in substantially all of the
assets of the Company and its subsidiaries and (ii) a pledge by the Company of
the equity interest of all its direct and indirect subsidiaries and will mature
on August 9, 2027, unless earlier converted or redeemed, and are convertible
into shares of the Company's common stock, par value $0.0001 per share (the
"Common Stock"), at an initial conversion price of $8.567 per share,
representing an approximately 30% premium over the Company's closing stock price
of $6.59 per share on August 8, 2022. The Convertible Notes were issued in a
private placement to Deerfield pursuant to an exemption for transactions by an
issuer not involving a public offering under Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act"). The Company estimates that the
net proceeds from the sale of the Convertible Notes were approximately $107
million after deducting the estimated expenses payable by the Company. The
Company plans to use the proceeds from the Convertible Notes for potential
future acquisitions and general corporate purposes.

The Convertible Notes bear interest at 4.0% per annum, payable quarterly in
arrears commencing on October 1, 2022 and on the first business day of each
January, April, July and October thereafter. The Convertible Notes are
convertible at any time at the option of the holders thereof; provided that
Deerfield is prohibited from converting the Convertible Notes into shares of
Common Stock if, upon such conversion, the converting holder (together with
certain affiliates and "group" members) would beneficially own more than 4.9% of
the total number of shares of Common Stock then issued and outstanding (the
"Beneficial Ownership Cap"). Holders of the Convertible Notes have the option to
demand repayment of all outstanding principal, any unpaid interest accrued
thereon, and make-whole interest in connection with a Major Transaction (as
defined in the Convertible Notes), which includes, among other events, certain
acquisitions or other changes of control of the Company; certain sales or
transfers of assets of the Company; a liquidation, bankruptcy or other
dissolution of the Company; or if at any time shares of the Company's Common
Stock are not listed on an Eligible Market (as defined in the Convertible
Notes). The Convertible Notes will be secured by (i) a security interest in
substantially all of the assets of the Company and its subsidiaries and (ii) a
pledge of the equity interests of the Company's direct and indirect
subsidiaries. The Facility Agreement contains certain specified events of
default, the occurrence of which would entitle the holders of the Convertible
Notes to immediately demand repayment of all outstanding principal and accrued
interest on the Convertible Notes, together with a make-whole payment as
determined pursuant to the Facility Agreement. Such events of default include,
among others, failure to make any payment under the Convertible Notes when due,
failure to observe or perform any covenant under the Facility Agreement or the
other transaction documents related thereto (subject in certain cases to
specified cure periods), the failure of the Company to be able to pay debts as
they come due, the commencement of bankruptcy or insolvency proceedings against
the Company, a material judgment levied against the Company and a material
default by the Company under other indebtedness.

The Facility Agreement also provides for the issuance of warrants to purchase
Common Stock (the "Warrants") to the extent that the obligations under Facility
Agreement and the Convertible Notes are prepaid. If issued, the Warrants will be
exercisable on a cash or cashless (net exercise) basis, and will be subject to
the Beneficial Ownership Cap, as well as certain other customary anti-dilution
adjustments upon the occurrence of certain events such as stock splits,
subdivisions, reclassifications or combinations of Common Stock. The Warrants
will also provide, at the election of each holder thereof, for the payment of
the exercise price therefor by reduction of the principal amount of any
outstanding Convertible Notes held by such holder. Upon the consummation of a
"Major Transaction" (as defined in the Warrants), holders of the Warrants may
elect to (i) have their Warrants redeemed by the Company for an amount equal to
the Black-Scholes value of such Warrant, in cash or, if applicable, in the form
of the consideration paid to the Company's stockholders in a Major Transaction,
or (ii) have such Warrants be assumed by the successor to the Company in a Major
Transaction, if applicable. Holders of the Warrants are also entitled to
participate in any dividends or distributions to holders of Common Stock at the
time such dividends or distributions are paid to such stockholders.

If issued, the Warrants and the shares of Common Stock issuable upon their
exercise will be issued in a private placement pursuant to Section 4(a)(2) of
the Securities Act in transactions not involving a public offering (or, in the
case of the issuance of shares of common stock pursuant to certain non-cash
. . .


Item 2.03 Creation of a Direct Financial Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Section 1.01 above under the heading “Facility Agreement and Convertible Securities” is incorporated by reference into this Section 2.03.

--------------------------------------------------------------------------------

Item 3.02 Unrecorded Sales of Equity securities.

The information included in Section 1.01 above under the heading “Facility Agreement, Convertible Bonds, Warrants” is incorporated by reference into this Section 3.02.

Section 7.01. FD Regulation Disclosure

On August 9, 2022, the Company has published a press release announcing the transactions described in points 1.01, 2.03 and 3.02 above. A copy of the press release is provided as Exhibit 99.1 to this Form 8-K.

The information included in this Form 8-K under this Item 7.01 (including
Exhibit 99.1) shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing made by the company or the operating partnership
under the Exchange Act or the Securities Act, except as shall be expressly set
forth by specific reference in such a filing.


Section 9.01. Financial statements and supporting documents.

d) The following documents are filed herewith:

Exhibit No.             Description
4.1                       F    orm of Secured Convertible Note
4.2                       Form of Warrant
10.1†                     Facility Agreement, dated as of August 9, 2022, 

by and among The Oncology

                        Institute, Inc. and Deerfield Partners LP
10.2                      Registration Rights Agreement, dated as of August 

9, 2022, by and among Le

                        Oncology Institute, Inc. and Deerfield Partners LP
10.3†                     Registration Rights     Consent,     Amendment, 

and Waiver,

                        dated as of August     9    , 2022, by and among    

Deerfield Private

                        Design Fund IV, L.P., Deerfield Partners, L.P., M33 

Growth I LP, TOI M, LLC,

                            and Oncology Care Partners, LLC.
99.1                      Press release issued by The Oncology Institute, Inc. on     August
                            9    , 2022

                    †   Certain of the exhibits and schedules to this

The piece was omitted from

                        accordance with Regulation S-K Item 601(a)(5). The 

The holder agrees to

                        furnish a copy of all omitted exhibits and 

schedules at the SECOND on his

                        request.






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