The Oncology Institute Inc 2024年度报告

(Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 001-39248 The Oncology Institute, Inc.(Exact name of registrant as specified in its charter) Delaware84-3562323 (State or other jurisdiction of incorporationor organization)(I.R.S. Employer Identification No.) 18000 Studebaker Rd, Suite 800Cerritos, California 90703(Address of Principal Executive Offices)(562) 735-3226Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports); and (2) has been subject to such filing requirementsfor the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporateweb site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler,or a smaller reporting company.See the definitions of“large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 1 If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☐ The aggregate market value of voting stock held by non-affiliates of the Registrant, based on the closingprice of $0.46 per shares of the Registrant’s common stock as reported by the Nasdaq Capital Market asof June 30, 2024, was approximately $34.9 million. The registrant had outstanding 75,753,229 shares of common stock as of March 10, 2025. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference information from the registrant’s proxy statement forthe annual meeting of stockholders expected to be held on May 7, 2025, which will be filed with theSecurities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of theRegistrant’s fiscal year ended December 31, 2024. Table of Contents Part I6Item 1. Business6Item 1A. Risk Factors16Item 1B. Unresolved Staff Comments45Item 1C. Cybersecurity45Item 2. Properties46Item 3. Legal Proceedings46Item 4. Mine Safety Disclosures46Part II47Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities47Item 6. [ Reserved ]47Item 7. Management's Discussion and Analysis of Financial Condition and Results ofOperations48Item 7A. Quantitative and Qualitative Disclosures About Market Risk60Item 8. Financial Statements and Supplementary Data61Item 9. Changes in and Disagreements With Accountants on Accounting and FinancialDisclosures110Item 9A. Controls and Procedures110Item 9B. Other Information111Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections111Part III112Item 10. Directors, Executive Officers and Corporate Governance112Item 11. Executive Compensation112Item 12. Security Ownership of Certain Beneficial Ownersand Management and RelatedStockholder Matters112I