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What changed in Oncology Institute, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Oncology Institute, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+305 added−267 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-26)

Top changes in Oncology Institute, Inc.'s 2025 10-K

305 paragraphs added · 267 removed · 214 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

50 edited+32 added−12 removed103 unchanged
Biggest changeGrowth Strategy and Opportunities Our footprint as of December 31, 2024 spanned five states and is growing rapidly. 11 California Arizona Nevada Florida Oregon Markets 7 1 1 5 2 Managed and Affiliated Clinics (1) 63 4 3 14 2 Providers 101 5 3 20 2 (1) 72 clinics operated under the TOI PCs, whereby we receive a percentage of revenues under our management services agreements, or MSAs and are consolidated; and 14 independent oncology practice locations that are under MSAs for limited management and administrative services but do not bear any direct operating costs.
Biggest changeCalifornia Arizona Nevada Florida Oregon Markets 7 1 1 5 3 Affiliated Clinics (1) 41 4 3 14 3 Affiliated Providers 81 4 6 20 5 Network Providers (2) 11 — — 187 — 11 (1) Clinics operated under the TOI PCs, whereby we receive a percentage of revenues under our management services agreements, or MSAs, and are consolidated (2) 67 independent oncology practice locations participating in TOI's Florida Oncology Network for participation in patient services covered under TOI's fully delegated contracts We anticipate adding more TOI PC clinics in the future across our new and existing markets through acquisitions and de novo clinic builds, as well as network providers through our network contracting strategy which allows for asset-lite expansion.
This provides TOI a complementary opportunity to service these patients by ordering and filling oral, IV, and injectable medications that the patients frequently self-administer or have administered inside or outside of TOI's clinics. For these medications, we are typically billing patients pharmacy benefit managers, which are generally incorporated within patients' managed care plans, whether commercial or government.
This provides TOI a complementary opportunity to service these patients by ordering and filling oral, IV, and injectable medications that the patients frequently self-administer or have administered inside or outside of TOI's clinics. For these medications, we are typically billing patients' pharmacy benefit managers, which are generally incorporated within patients' managed care plans, whether commercial or government.
The non-medical functions and services we provide under the management services agreements include practice management services and non-clinical operational assistance for all TOI PC clinic locations, assistance with provider and payor contract negotiations and administration, billing and collection services, financial and accounting services, electronic medical records and practice management technology solutions, assistance in maintaining licensure, permits and other credentialing requirements for the TOI PCs, risk management services, non-clinical personnel services, provider recruitment services and other administrative services required for the day-to-day operations of the clinics and TOI PCs.
The non-medical functions and services we provide under the management services agreements include practice management services and non-clinical operational 8 assistance for all TOI PC clinic locations, assistance with provider and payor contract negotiations and administration, billing and collection services, financial and accounting services, electronic medical records and practice management technology solutions, assistance in maintaining licensure, permits and other credentialing requirements for the TOI PCs, risk management services, non-clinical personnel services, provider recruitment services and other administrative services required for the day-to-day operations of the clinics and TOI PCs.
We are continuously improving and innovating our care model, using the clinical data from the HVCC program to develop evidence-based care and treatment protocols for all patients. Our Value Proposition and Differentiated Care Model Our managed clinics primarily serve adult and senior cancer patients in markets that have MA plans and primary care medical groups reimbursed on a capitated basis.
We are continuously improving and innovating our care model, using the clinical data from the HVCC program to develop evidence-based care and treatment protocols for all patients. 10 Our Value Proposition and Differentiated Care Model Our managed clinics primarily serve adult and senior cancer patients in markets that have MA plans and primary care medical groups reimbursed on a capitated basis.
In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, including HIPAA, and federal and state consumer protection laws and regulations (e.g., Section 5 of 16 the Federal Trade Commission ["FTC"] Act), that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of the TOI PCs.
In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, including HIPAA, and federal and state consumer protection laws and regulations (e.g., Section 5 of the Federal Trade Commission ("FTC") Act, that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of the TOI PCs.
We have flexibility around clinic size to allow us to establish smaller clinics and part time staffing in areas where needed to ensure the 13 TOI PCs can meet network adequacy under existing payor contracts. We group our managed clinics in a similar geographic area into pods, with multiple pods in each market.
We have flexibility around clinic size to allow us to establish smaller clinics and part time staffing in areas where needed to ensure the TOI PCs can meet network adequacy under existing payor contracts. We group our managed clinics in a similar geographic area into pods, with multiple pods in each market.
Although the Radiation Oncology Model was originally intended to begin on January 1, 2022, recent legislation delayed its implementation until July 1, 2023 and therefore, the impact of this new model has yet to determined. There likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare.
Although the Radiation Oncology Model was originally intended to begin on January 1, 2022, legislation delayed its implementation until July 1, 2023 and therefore, the impact of this new model has yet to determined. There likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare.
Our care model is designed to remove physicians’ incentives to over-prescribe or prescribe high-cost chemotherapy that is of limited clinical utility to patients, but rather focus on adherence to National Comprehensive Cancer Network ("NCCN") 9 guidelines and, when possible, choose clinically equivalent but lower-cost therapeutics to benefit patients and our payor partners.
Our care model is designed to remove physicians’ incentives to over-prescribe or prescribe high-cost chemotherapy that is of limited clinical utility to patients, but rather focus on adherence to National Comprehensive Cancer Network ("NCCN") guidelines and, when possible, choose clinically equivalent but lower-cost therapeutics to benefit patients and our payor partners.
According to a study conducted by researchers at Stanford University on the TOI PCs’ patients in 2019 who were enrolled in our HVCC program, we saw improvements in several key metrics, including: 10 Overall, the study demonstrated greater than 25% lower median total healthcare costs from diagnosis to death.
According to a study conducted by researchers at Stanford University on the TOI PCs’ patients in 2019 who were enrolled in our HVCC program, we saw improvements in several key metrics, including: Overall, the study demonstrated greater than 25% lower median total healthcare costs from diagnosis to death.
Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing. Intellectual Property At present, we own no material intellectual property.
Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing. Intellectual Property 17 At present, we own no material intellectual property.
Value-based 6 TOI offers value-based contracts to payors, including managed care organizations and other risk-bearing entities, who are interested in transferring both the risk and responsibility for managing outpatient oncology care to us.
Value-based TOI offers value-based contracts to payors, including managed care organizations and other risk-bearing entities, who are interested in transferring both the risk and responsibility for managing outpatient oncology care to us.
Patients under our affiliated providers’ care can benefit from evidence-based and personalized care plans, gain access to sub-specialized care in convenient community locations, and lower out-of-pocket costs.
Patients under our affiliated providers’ care can benefit from evidence-based and personalized care plans, gain access to sub-specialized care in convenient community 7 locations, and lower out-of-pocket costs.
Our pharmacy and dispensary operations must also comply with applicable laws. Sanctions for failure to comply with applicable state and federal licensing, accreditation, certification and other regulatory requirements include suspension, revocation or limitation of the applicable authorization, significant fines and penalties and/or an inability to receive reimbursement from government healthcare programs and other third-party payors.
Our specialty pharmacy operations must also comply with applicable laws. Sanctions for failure to comply with applicable state and federal licensing, accreditation, certification and other regulatory requirements include suspension, revocation or limitation of the applicable authorization, significant fines and penalties and/or an inability to receive reimbursement from government healthcare programs and other third-party payors.
State Corporate Practice of Medicine and Fee-Splitting Laws Our arrangements with the TOI PCs are subject to various state laws, including California, commonly referred to as corporate practice of medicine and fee-splitting laws, which are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment, and prohibiting the sharing of professional service fees with non-professional or business interests.
State Regulations and Corporate Practice of Medicine and Fee-Splitting Laws Our arrangements with the TOI PCs are subject to various state laws, including California, commonly referred to as corporate practice of medicine and fee-splitting laws, which are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment, and prohibiting the sharing of professional service fees with non- 14 professional or business interests.
Moreover, the TOI PCs operate physician dispensaries that allow our affiliated providers to prescribe and dispense oral oncolytics and related medications to patients, alongside chemotherapy infusion and injections. This provides patients with holistic and convenient access to the most appropriate treatment pathways, all in a community setting.
Moreover, the TOI PCs operate physician dispensaries that allow our affiliated providers to prescribe and dispense oral oncology and related medications to patients, alongside chemotherapy infusion and injections. This provides patients with holistic and convenient access to the most appropriate treatment pathways, all in a community setting.
Once on-boarded, we can transition the affiliated practice to our value-based model, as well as expand and enhance the scope of services provided to patients by the affiliated practice, such as adding dispensary operations, managing clinical trials and access to our broad purchasing contracts.
Once on-boarded, we can transition the affiliated practice to our value-based model, as well as expand and enhance the scope of services provided to patients by the affiliated practice, such as adding specialty pharmacy operations, managing clinical trials and access to our broad purchasing contracts.
More than half of our revenue in 2024 was generated from value-based contracts where payors have made our affiliated providers their preferred or exclusive oncology group. While our relationships with payors are long-standing, we believe we have limited concentration risk as our largest customer by revenue in 2024 represented approximately 16% of our patient services revenue.
More than half of our revenue in 2025 was generated from value-based contracts where payors have made our affiliated providers their preferred or exclusive oncology group. While our relationships with payors are long-standing, we believe we have limited concentration risk as our largest customer by revenue in 2025 represented approximately 14% of our patient services revenue.
These arrangements can take multiple different forms, but typically involve a population-level assignment, where TOI receives 100% share of a patient population and is paid either a fixed amount per member on a regular (typically monthly) schedule, or is paid/recouped a portion of gains/losses at the end of a measurement period.
These arrangements can take multiple different forms, but typically involve a population-level assignment, where TOI receives 100% share of a patient population and is paid either a fixed amount per member on a regular (typically monthly) schedule, or, less commonly, is paid/recoups a portion of gains/losses at the end of a measurement period.
In 2024, we generated more than 46% of our revenue from patients who are covered by value-based contracts. Historically, our value-based contracts have predominately taken the form of capitated contracts. Our capitated contracts remove incentives to drive up costs, and they also have incentives for meeting or exceeding certain quality metrics.
In 2025, we generated more than 46% of our revenue from patients who are covered by value-based contracts. Historically, our value-based contracts have predominantly taken the form of capitated contracts. Our capitated contracts remove incentives to drive up costs, and they also have incentives for meeting or exceeding certain quality metrics.
Generally, we are able to offer fixed payments to payors that represent a discount to the historical oncology cost for these patient populations, while still generating positive profitability for TOI.
Generally, we are able to offer fixed payments to payors that represent a discount to the historical oncology cost and/or cost trend for these patient populations, while still generating positive profitability for TOI.
We compete with large and medium-sized local and national providers of cancer care services, such as health system affiliated practices, for, among other things, contracts with payors, recruitment of physicians and other medical and non-medical personnel and patients. The closest competitors are traditional oncology physician practices, such as American Oncology Network, Inc., Florida Cancer Specialists & Research Institute, LLC, U.S.
We compete with large and medium-sized local and national providers of cancer care services, such as health system affiliated practices, for, among other things, contracts with payors, recruitment of physicians and other medical and non-medical personnel and patients. The closest competitors are traditional oncology physician practices, such as American Oncology Network, Inc., U.S. Oncology Network, Inc., and OneOncology, Inc.
Employees and Human Capital Resources As of December 31, 2024, we and TOI PCs collectively had approximately 825 employees, including approximately 119 oncologists and advanced practice providers. We consider our relationship with our employees to be good. None of our employees are represented by a labor union or party to a collective bargaining agreement.
Employees and Human Capital Resources As of December 31, 2025, we and TOI PCs collectively had approximately 641 employees, including approximately 116 oncologists and advanced practice providers. We consider our relationship with our employees to be good. None of our employees are represented by a labor union or party to a collective bargaining agreement.
We continually seek to evaluate our growth strategy and may continue to modify it in the future, and there can be no assurance that we will be able to successfully capitalize on growth strategies. Our go-to-market strategy focuses on both payors and providers.
We are in constant discussion with payors and providers to enter new markets and we continually seek to evaluate our growth strategy and may continue to modify it in the future, and there can be no assurance that we will be able to successfully capitalize on growth strategies. Our go-to-market strategy focuses on both payors and providers.
We distinguish ourselves from other managed oncology practices and specialty benefit managers in our ability to align incentives across the care continuum, including physicians and payors in delivering high quality care at lower costs, and we believe there are currently no other value-based oncology management companies of meaningful scale in the U.S.
We distinguish ourselves from other managed oncology practices and specialty benefit managers in our ability to deploy this hybrid model to align incentives across the care continuum, including physicians and payors in delivering high quality care at lower costs, and we believe there are currently no other value-based oncology management companies of meaningful scale in the U.S. offering such a vertically and horizontally integrated approach.
TOI treats patients across 16 markets and 5 states throughout the United States, via our 72 clinics owned by affiliated physicians and staffed with 130 providers (the "TOI PCs"), 14 independently-owned clinics which are contracted with TOI's managed services organization and staffed with 11 providers, as well as our contracted network of independent clinics unaffiliated with TOI in instances where TOI is the fully delegated market manager under a value-based contract.
TOI treats patients across 17 markets and five states throughout the United States, via our 65 clinics owned by affiliated physicians and staffed with 116 providers (the "TOI PCs"), 81 independently-owned clinics which are contracted with TOI's managed services organization, as well as our contracted network of 198 independent providers unaffiliated with TOI in instances where TOI is the fully delegated market manager under a value-based contract.
These laws include, but are not limited to, federal and state anti- kickback, false claims, self-referral and other healthcare fraud and abuse laws. 14 The federal Anti-Kickback Statute, or AKS, prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid.
The federal Anti-Kickback Statute, or AKS, prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid.
Our treatment regimens are based on algorithms established by the NCCN and are evidence-based. NCCN is a not-for-profit alliance of 32 leading cancer centers devoted to patient care, research and education (not including TOI). NCCN focuses on improving cancer care through the input of clinical thought leaders at its member organizations.
NCCN is a not-for-profit alliance of 32 leading cancer centers devoted to patient care, research and education (not including TOI). NCCN focuses on improving cancer care through the input of clinical thought leaders at its member organizations.
Many of the patients that we manage under value-based arrangements are referred to as “capitated” populations, however our affiliated providers also provide care to patients outside of these arrangements under traditional FFS arrangements as well as other types of value-based contract. As of December 31, 2024, we were active in 16 markets in five states.
Many of the patients that we manage under value-based arrangements are referred to as “capitated” populations, however our affiliated providers also provide care to patients outside of these arrangements under traditional FFS arrangements as well as other types of value-based contract.
Oncology Network, Inc., and OneOncology, Inc. These organizations are predominantly reimbursed via FFS contracts, which we believe can often lead to over utilization of treatments that may be medically appropriate but often results in higher costs. Secondary competitors may include specialty benefit managers.
These organizations are predominantly reimbursed via FFS contracts, which we believe can often lead to over-utilization of treatments that may be medically appropriate but often results in higher costs. Secondary competitors may include specialty benefit managers. These include companies such as Evolent Health, Thyme Care, and OncoHealth.
For each market we currently operate in or are considering entering, we do a detailed assessment of the existing market landscape and determine the optimal approach to create the capacity we need given our payor relationships and pipeline of contracts. We can achieve capacity growth through multiple avenues, including practice acquisitions and de novo clinics.
For each market we currently operate in or are considering entering, we do a detailed assessment of the existing market landscape and determine the optimal approach to create the capacity we need given our payor relationships and pipeline of contracts.
Our technology platform supports this growth and enables the TOI PCs to standardize and deliver consistent value-based care at scale. We believe that our model will support growth into new markets, allow us to continue service more patients across the United States. Our website is www.theoncologyinstitute.com. The information contained on our website is not a part of this annual report.
We believe that our model will support growth into new markets, and allow us to continue to service more patients across the United States. Our website is www.theoncologyinstitute.com. The information contained on our website is not a part of this annual report.
We employ a continuous feedback mechanism to ensure superior patient experience and satisfaction among our affiliated physicians and advanced practice providers. Based on the latest 3,500+ Google reviews we have an average patient rating of 4.6 out of 5 stars.
We employ a continuous feedback mechanism to ensure superior patient experience and satisfaction among our affiliated physicians and advanced practice providers. Based on the latest 3,500+ Google reviews we have an average patient rating of 4.6 out of 5 stars. Growth Strategy and Opportunities Our footprint as of December 31, 2025 spanned five states and is growing rapidly.
We look for acquisition targets where the practice is philosophically aligned with us in driving the shift to value-based care. • Service Expansion: We can broaden scope and diversify service offerings, including ancillary and adjacent services focused on patient care and innovation and providing access to new oncology treatments being investigated in clinical trials that our affiliated practices manage.
We look for acquisition targets where the practice is philosophically aligned with us in driving the shift to value-based care, and our fully delegated model and network providers offer a direct perspective and line of communication with potential acquisition targets, particularly as we understand clinical practices, referral patterns, and market share in new geographies. • Service Expansion: We can broaden scope and diversify service offerings, including ancillary and adjacent services focused on patient care and innovation and providing access to new oncology treatments being investigated in clinical trials that our affiliated practices manage.
We have the potential to scale significantly faster with additional capital via 12 new oncologist on-boarding and training, further technology investments, investments in ancillaries, and strategic acquisitions. In Q4 2023, we opened our California-based pharmacy for specialty medication fills.
We have the potential to scale significantly faster with additional capital via 12 new oncologist on-boarding and training, further technology investments, investments in ancillaries, and strategic acquisitions.
Our Care Model Since our founding over 15 years ago, we have built a solid track record around our care model for value-based oncology care. Our care model is focused on delivering personalized, evidenced-based care, consistently, and at scale. We seek to deliver better patient outcomes for lower costs, and to care for more of our payors’ patient populations.
Our Care Model Since our founding over 15 years ago, we have built a solid track record around our comprehensive, community-based care model for value-based oncology care. Our care model is focused on delivering personalized, evidenced-based care, consistently, and at scale.
Healthcare Fraud and Abuse Laws We are subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry.
Healthcare Fraud and Abuse Laws We are subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry. These laws include, but are not limited to, federal and state anti- kickback, false claims, self-referral and other healthcare fraud and abuse laws.
Revenue in our clinical trials business is billed to pharmaceutical companies or the contract research organizations engaged by pharmaceutical companies to administer their trials, and paid in arrears based on which individual medical procedures were performed on enrolled patients during the course of the trial. 7 Our Mission As a value-based oncology company, we seek to deliver better quality care while managing costs for patients and payors that we serve.
Revenue in our clinical trials business is billed to pharmaceutical companies or the contract research organizations engaged by pharmaceutical companies to administer their trials, and paid in arrears based on which individual medical procedures were performed on enrolled patients during the course of the trial.
Our affiliated providers are responsible for managing oncology care for this population based on a scope of medical services and drugs agreed upon by both parties. The PMPM rates for our capitation arrangements are determined based on our analysis of historical patient data and agreements with contractual partners.
Our affiliated providers are responsible for managing oncology care for this population based on a scope of medical services and drugs agreed upon by both parties.
Health Insurance Portability and Accountability Act of 1996 ("HIPAA") also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.
Further, the Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to offering remuneration to a federal health care program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive health care items or services from a particular provider. 15 Health Insurance Portability and Accountability Act of 1996 ("HIPAA") also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.
TOI's decade-plus of experience efficiently managing oncology populations, intensive clinical interventions, and comprehensive knowledge of therapeutic options across both pharmaceuticals and radiation therapy positions us to effectively manage these contracts in a way that adds value to both our payor partners and patients.
TOI's decade-plus of experience efficiently managing oncology populations, intensive clinical interventions, and TOI's comprehensive knowledge of therapeutic options across both pharmaceuticals and radiation therapy position us to effectively manage these contracts in a way that adds value to both our payor partners and patients. 6 Specialty Pharmacy TOI operates specialty and retail pharmacies in all 5 states through which we are capable of filling medication orders that are incidental or coincidental to our patients' oncology care.
We believe we have built a robust and data-driven approach to acquisitions, with a dedicated team to identify, assess and integrate physician practices into our network, and a strong pipeline of targets in both existing and new markets. We have invested in resources to continually add to our pipeline.
We refer to this mix of captive and network practices as TOI's "hybrid model," and believe this balanced approach to patient access can work in tandem to achieve optimal scale, network presence, and speed to market. 13 We also believe we have built a robust and data-driven approach to acquisitions, with a dedicated team to identify, assess and integrate physician practices into our affiliated and independent network, and a strong pipeline of targets in both existing and new markets.
The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue or attain growth, any of which could have a material impact on our business. Further, healthcare providers and industry participants are also subject to a growing number of requirements intended to promote the interoperability and exchange of patient health information.
The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue or attain growth, any of which could have a material impact on our business. The Trump Administration has also recently taken actions intended to reduce the cost of prescription drugs, including drugs purchased directly by consumers.
While the TOI PCs treat patients under both value-based and FFS contracts, our affiliated providers’ approach to care focuses on achieving the best outcomes at the lowest cost, regardless of the reimbursement methodology. We have developed a High Value Cancer Care, or HVCC, program, in which patients are able to access targeted care resources that augment and support their treatment.
We have developed a High Value Cancer Care, or HVCC, program, in which patients are able to access targeted care resources that augment and support their treatment. Our treatment regimens are based on algorithms established by the NCCN and are evidence-based.
We believe that these new contracting methodologies are furthering our mission to provide access to world-class oncology care in an affordable manner to underserved populations. 8 We believe that our position in the market and focus on elevating the state of oncology care with a value-based care model positions our affiliated providers well for future growth.
We believe that our position in the market and focus on elevating the state of oncology care with a value-based care model positions our affiliated providers well for future growth. Our technology platform supports this growth and enables the TOI PCs to standardize and deliver consistent value-based care at scale.
The benefit manager model can produce incremental improvement in utilization, but the benefit managers are often unable to achieve results comparable to managed healthcare practices like ours. Furthermore, the benefit manager model frequently results in an antagonistic relationship with physicians who are operating in a traditional FFS-based practice.
The benefit manager model can produce incremental improvement in utilization, but the benefit managers are often unable to achieve results comparable to managed healthcare practices like ours due to the lack of ability to directly influence physician behavior or control referrals.
We invest in nurse practitioners to help with advanced care planning and palliative care discussions with patients. We give patients the education and tools to make their own decisions about when the right time is to choose palliative care or hospice.
We invest in nurse practitioners to help with advanced care planning and palliative care discussions with patients.
The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare. It is unclear how other 15 healthcare reform measures of the Biden administration or other efforts, if any, to challenge, repeal or replace the ACA will impact the ACA or our business.
It is unclear how other healthcare reform measures of the Trump administration or other efforts, if any, to challenge, repeal or replace the ACA will impact the ACA or our business. In addition, other legislative changes have been proposed and adopted since the ACA was enacted.
In 2024, we continued to evolve the way we structure our value-based arrangements, particularly in areas of the country where there are limits on medical group delegation, or an increased desire from groups to incentivize TOI for cost of care that extends beyond medical oncology and includes elements such as management of acute care utilization and/or management of non-employed oncologists.
In 2025, we continued to evolve the way we structure our value-based arrangements, particularly in areas of the country where there is an increased desire and capability from managed care groups to fully delegate traditional managed care services for the treatment of oncology to providers like TOI.
(1) Based on study conducted by the American Society of Clinical Oncology and published in the Journal of Oncology Practice in September 2019 titled “Lay Health Worker-Led Cancer Symptom Screening Intervention and the Effect on Patient-Reported Satisfaction, Health Status, Health Care Use, and Total Costs: Results from a Tri-Party Collaboration” Our Business Lines Patient Services Fee for Service TOI provides medical care on a fee-for service basis for physician services, in-house infusion, radiation, and innovative programs like outpatient blood product transfusions, along with 24/7 patient support.
Through this network, TOI managed a population of approximately 2.0 million patients under value-based agreements as of December 31, 2025. Our Business Lines Patient Services Fee for Service TOI provides medical care on a fee-for service basis for physician services, in-house infusion, radiation, and innovative programs like outpatient blood product transfusions, along with 24/7 patient support.
These include companies such as AIM Specialty Health, eviCore Healthcare, Magellan Health, New Century Health, OneOncology, Inc., Thyme Care, and OncoHealth. These benefit managers seek to change provider behavior by reviewing and authorizing treatment requests.
These benefit managers seek to change provider or patient behavior by reviewing and authorizing treatment requests or guiding patients towards lower-cost sites of care.
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Through this network, TOI provided care for more than 72,000 patients in 2024 and managed a population of approximately 1.9 million patients under value-based agreements as of December 31, 2024.
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See Note 1 of the consolidated financial statements for the profit sharing arrangement TOI entered into in 2025 with Helios Clinical Research. Our Mission As a value-based oncology company, we seek to deliver better quality care while managing costs for patients and payors that we serve.
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Dispensary TOI operates specialty and retail pharmacies in all 5 states through which we are capable of filling medication orders that are incidental or coincidental to our patients' oncology care.
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Under this model, which we refer to as "full delegation" TOI performs not only the traditional function of care provider for a portion of patients, but also functions more classically executed by the managed care industry, including utilization management, network construction, and claims adjudication.
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Across these states, there were approximately 81 million commercial, Medicaid, and MA lives. This population provides us with a substantial opportunity to capture a portion of those lives in both our legacy, existing markets, as well as in our new expansion geographies.
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Under this full delegation model, TOI is paid a capitation by the payor on a similar per-member, per-month basis as TOI's traditional capitation model. Using these funds, TOI is then responsible for management of the oncology care for patients seen at both TOI clinics, as well as at independent clinics within the network constructed and managed by TOI.
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We anticipate adding more TOI PC clinics and other managed practices in the future across our markets through acquisitions and through de novo clinic builds, and we are in constant discussion with payors and providers to enter new markets.
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With both TOI and network providers, TOI is responsible for authorizing and paying relevant claims.
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Our initial approach to value-based contracting in new markets is likely to be in the form of gain- sharing contracts These new contracts, which will enable us to work with payors and risk-taking providers as they continue their shift to value-based care, are likely to produce lower revenue and profitability in the initial period as compared to full capitation.
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We believe that these new contracting methodologies are furthering our mission to provide access to world-class oncology care, in an affordable manner, to underserved populations, allowing us to be an even more engaged partner to our payors for populations beyond those serviced directly in a TOI clinic.
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Once payors and risk-bearing providers in these new markets become comfortable with our ability to generate savings and better outcomes, we believe these contracts are likely to shift to capitation. • M&A Opportunities : Leveraging our existing pipeline and mergers and acquisition expertise can help us facilitate growth in both existing and new markets, allowing us to rapidly establish market presence.
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We have entered into stock transfer restriction agreements with the physician shareholders of each of the TOI PCs. Under the stock transfer agreements, the shareholder is restricted from transferring (voluntarily or involuntarily) his or her shares in the applicable TOI PC and its subsidiaries.
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In new markets, this may require the TOI PCs to contract with both the health insurance company and their risk-bearing provider organization in order to service these members. In addition to capitation-based arrangements, we continue to explore several other forms of value-based arrangements.
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Upon the occurrence of certain events, including the shareholder’s death, disqualification from the practice of medicine or participation in Medicare or any other federal or state government healthcare programs, termination of employment with the TOI PC, suspension of his or her medical license, being charged with or convicted of certain crimes, the shares will be immediately transferred for a nominal amount to a qualified physician designated by us.
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Practice acquisitions offer an opportunity to gain scale and market presence rapidly, while de novo clinics allow us to build out our network in a highly capital efficient manner. We believe both approaches can work in tandem to achieve optimal scale, network presence and speed to market.
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Concurrently with any such transfer, the shareholder will be deemed to have resigned as a director and officer of the TOI PC. In addition, the shareholder agrees not to cause the TOI PC to issue any dividends, to amend any governing documents of the TOI PC, or to enter into any sale, merger or similar agreement.
Removed
In addition, we have an active recruitment pipeline for providers to join our network and help us both manage patient load and grow the patient base.
Added
We have also entered into medical director agreements with each physician under which the physician provides certain administrative services to the TOI PCs on our behalf for nominal compensation. Each of the medical director agreements may be terminated by either party for convenience.
Removed
Further, the Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to offering remuneration to a federal health care program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive health care items or services from a particular provider.
Added
We seek to deliver better patient outcomes for lower costs, and to care for more of our payors’ patient populations.
Removed
Supreme Court dismissed the most recent judicial challenge to the ACA without specifically ruling on the constitutionality of the ACA. Prior to the Supreme Court’s decision, President Biden issued an executive order initiating a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace.
Added
We give patients the education and tools to make their own decisions about when the right time is to choose palliative care or hospice. 9 While the TOI PCs treat patients under both value-based and FFS contracts, our affiliated providers’ approach to care focuses on achieving the best outcomes at the lowest cost, regardless of the reimbursement methodology.
Removed
In addition, other legislative changes have been proposed and adopted since the ACA was enacted.
Added
Our fully delegated model provides a highly capital-efficient and scalable new market entry strategy, allowing us to leverage existing provider infrastructure in a market, while over time selectively building a presence of TOI PC clinics that allows us to support the mission of affordable, high-quality, and accessible oncology care in these geographies, while improving commercial performance in these populations, supporting the goals of both TOI and our payor partners. • M&A Opportunities : Leveraging our existing pipeline and mergers and acquisition expertise can help us facilitate growth in both existing and new markets, allowing us to rapidly establish market presence.
Added
The PMPM rates for our capitation arrangements are determined based on our analysis of historical patient data and agreements with contractual partners, typically utilizing multiple years of historical utilization data, which we then analyze on a detailed basis using cancer diagnosis prevalence, disease state mix, site of care, therapeutic mix, treatment frequency and duration, and other medical economic analytics that allow us to take prudent and appropriate risk on the cost of care for a given patient population.
Added
Where we are entering capitation contracts under our fully delegated model, we are also committing to providing traditional managed care administrative services, including i) network administration; ii) claims adjudication; and iii) utilization management. In addition to capitation-based arrangements, we continue to explore several other forms of value-based arrangements.
Added
We can achieve capacity growth through multiple avenues, including practice acquisitions, construction of de novo clinics, and the deployment of independent oncology clinics via a managed network.
Added
Practice acquisitions offer an opportunity to gain scale and market presence rapidly, de novo clinics allow us to build out our network in more cost-effective manner than a mature practice acquisition, and finally the deployment of network providers removes the need for any capital deployment for TOI, but is also the least controllable site of care, so must be balanced with TOI PC clinics to optimize contract performance and risk management.
Added
Furthermore, the benefit manager model frequently results in an antagonistic relationship with physicians who are operating in a traditional FFS-based practice that is not designed around value-based pathways.
Added
Certain state healthcare regulations also introduce additional reporting and compliance requirements that may adversely affect our ability to enter into strategic transactions or execute material contracts.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

102 edited+42 added−26 removed338 unchanged
Biggest changeHIPAA requires covered entities, such as the TOI PCs, and business associates, such as us, to develop and maintain policies with respect to the protection of, use and disclosure of protected health information, or PHI, including the adoption of administrative, physical and technical safeguards to protect such information, and certain notification requirements in the event of a data breach. 36 Entities that are found to be in violation of HIPAA as the result of a breach of unsecured protected health information, or PHI, a complaint about privacy practices or an audit by HHS, may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.
Biggest changeEntities that are found to be in violation of HIPAA as the result of a breach of unsecured protected health information, or PHI, a complaint about privacy practices or an audit by HHS, may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.
Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs; • similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers; • laws that regulate debt collection practices; • a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose, or refund known overpayments; • federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered; • federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs and, in some cases, to re-enroll in these programs when changes in direct or indirect ownership occur; and • federal and state laws pertaining to the provision of services by nurse practitioners and physician assistants in certain settings, physician supervision of those services, and reimbursement requirements that depend on the types of services provided and documented and relationships between physician supervisors and nurse practitioners and physician assistants; and • Medicare and Medicaid regulations, manual provisions, local coverage determinations, national coverage determinations and agency guidance imposing complex and extensive requirements upon healthcare providers.
Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs; 36 • similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers; • laws that regulate debt collection practices; • a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose, or refund known overpayments; • federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered; • federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs and, in some cases, to re-enroll in these programs when changes in direct or indirect ownership occur; and • federal and state laws pertaining to the provision of services by nurse practitioners and physician assistants in certain settings, physician supervision of those services, and reimbursement requirements that depend on the types of services provided and documented and relationships between physician supervisors and nurse practitioners and physician assistants; and • Medicare and Medicaid regulations, manual provisions, local coverage determinations, national coverage determinations and agency guidance imposing complex and extensive requirements upon healthcare providers.
You should read this summary together with the full and complete discussion of risk factors contained below: • Our growth strategy depends on our ability to build or acquire clinics to service our contracts and treat our patients. • We have experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on our management and o ur operational and financial resources. • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability. • A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the re-emergence of the COVID-19 pandemic, could adversely affect our business. • Our services are concentrated in certain geographic areas and popula tions exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions. • If we are unable to attract new patients, our revenue growth will be ad versely affected. • We primarily depend on reimbursement from third-party payors, as well as payments by individuals, which could lead to delays, denials, or uncertainties in the reimbursement process. • With many of our value-based agreements, our consolidating professional corporations ("TOI PCs") assume the risk that the cost of providing services will exceed our compensation.
You should read this summary together with the full and complete discussion of risk factors contained below: 18 • Our growth strategy depends on our ability to build or acquire clinics to service our contracts and treat our patients. • We have experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on our management and o ur operational and financial resources. • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability. • A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the re-emergence of the COVID-19 pandemic, could adversely affect our business. • Our services are concentrated in certain geographic areas and popula tions exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions. • If we are unable to attract new patients, our revenue growth will be ad versely affected. • We primarily depend on reimbursement from third-party payors, as well as payments by individuals, which could lead to delays, denials, or uncertainties in the reimbursement process. • With many of our value-based agreements, our consolidating professional corporations ("TOI PCs") assume the risk that the cost of providing services will exceed our compensation.
This competition may intensify due to the ongoing consolidation in the healthcare industry, which may increase our costs to pursue such opportunities; • through the TOI PCs, we may not be able to recruit or retain a sufficient number of new patients to execute our growth strategy, and we may incur substantial costs to recruit new patients and we may be unable to recruit a sufficient number of new patients to offset those costs; • the TOI PCs may not be able to hire sufficient numbers of physicians and other staff and may fail to integrate our employees, particularly our medical personnel, into our care model; • future value-based contracts may not be as favorable as current capitation contracts; • when expanding our business into new states, we may be required to comply with laws and regulations that may differ from states in which we currently operate; and • depending upon the nature of the local market, we may not be able to implement our business model in every local market that we enter, which could negatively impact our revenues and financial condition.
This competition may intensify due to the ongoing consolidation in the healthcare industry, which may increase our costs to pursue such opportunities; 20 • through the TOI PCs, we may not be able to recruit or retain a sufficient number of new patients to execute our growth strategy, and we may incur substantial costs to recruit new patients and we may be unable to recruit a sufficient number of new patients to offset those costs; • the TOI PCs may not be able to hire sufficient numbers of physicians and other staff and may fail to integrate our employees, particularly our medical personnel, into our care model; • future value-based contracts may not be as favorable as current capitation contracts; • when expanding our business into new states, we may be required to comply with laws and regulations that may differ from states in which we currently operate; and • depending upon the nature of the local market, we may not be able to implement our business model in every local market that we enter, which could negatively impact our revenues and financial condition.
Our failure to adequately compete could adversely affect our business . • Competition for physicians and clinical personnel, including nurses, shortages of qualified personnel or other factors could increase our labor costs and adversely affect our revenue, growth rate, profitability and cash flows. • Because competition for qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to execute our business strategies and growth plans. • If we are unable to provide consistently high quality of care, o ur business will be adversely impacted. • If certain of our suppliers do not meet our needs, if there are material price increases on supplies, if we are not reimbursed or adequately reimbursed for drugs we purcha se or if we are unable to effectively access new technology or superior products, it could negatively impact our ability to effectively provide the services we offer and could have a material adverse effect on our business, results of operations, financial condition and cash flows. 18 • We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations. • We may be subject to legal proceedings and litig ation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business and results of operations. • Some jurisdictions preclude the TOI PCs from e ntering into non-compete agreements with our physicians, and other non-compete agreements and restrictive covenants applicable to certain physicians and other clinical employees may not be enforceable. • Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities. • We conduct some clinical trials in contract with TOI Clinical Research, LLC ("TCR") .
Our failure to adequately compete could adversely affect our business . • Competition for physicians and clinical personnel, including nurses, shortages of qualified personnel or other factors could increase our labor costs and adversely affect our revenue, growth rate, profitability and cash flows. • Because competition for qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to execute our business strategies and growth plans. • If we are unable to provide consistently high quality of care, o ur business will be adversely impacted. • If certain of our suppliers do not meet our needs, if there are material price increases on supplies, if we are not reimbursed or adequately reimbursed for drugs we purcha se or if we are unable to effectively access new technology or superior products, it could negatively impact our ability to effectively provide the services we offer and could have a material adverse effect on our business, results of operations, financial condition and cash flows. • We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations. • We may be subject to legal proceedings and litig ation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business and results of operations. • Some jurisdictions preclude the TOI PCs from e ntering into non-compete agreements with our physicians, and other non-compete agreements and restrictive covenants applicable to certain physicians and other clinical employees may not be enforceable. 19 • Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities. • We conduct some clinical trials in contract with TOI Clinical Research, LLC ("TCR") .
An adverse inspection, review, audit or investigation could result in: • refunding amounts we have been paid pursuant to the Medicare or Medicaid programs or from payors; • state or federal agencies imposing fines, penalties and other sanctions on us; 33 • temporary suspension of payment for new patients to the facility or agency; • decertification or exclusion from participation in the Medicare or Medicaid programs or one or more payor networks; • self-disclosure of violations to applicable regulatory authorities; • damage to our reputation; • the revocation of a facility’s or agency’s license; and • loss of certain rights under, or termination of, our contracts with payors.
An adverse inspection, review, audit or investigation could result in: • refunding amounts we have been paid pursuant to the Medicare or Medicaid programs or from payors; • state or federal agencies imposing fines, penalties and other sanctions on us; • temporary suspension of payment for new patients to the facility or agency; • decertification or exclusion from participation in the Medicare or Medicaid programs or one or more payor networks; • self-disclosure of violations to applicable regulatory authorities; • damage to our reputation; • the revocation of a facility’s or agency’s license; and • loss of certain rights under, or termination of, our contracts with payors.
Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board of directors deems relevant.
Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law 45 affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board of directors deems relevant.
Furthermore, under the Facility Agreement, we are required to, among other things, (i) remain a reporting company and maintain the listing of our common shares on an eligible market, (ii) provide the lenders with information 44 regarding any event of default or the occurrence of any material adverse event and (iii) publicly disclose material, nonpublic information that is provided to the lenders without their prior written consent.
Furthermore, under the Facility Agreement, we are required to, among other things, (i) remain a reporting company and maintain the listing of our common shares on an eligible market, (ii) provide the lenders with information regarding any event of default or the occurrence of any material adverse event and (iii) publicly disclose material, nonpublic information that is provided to the lenders without their prior written consent.
Our business strategy is to grow rapidly by expanding our network of oncology care clinics and is significantly dependent our ability to open new TOI PC clinics in our existing markets, expand into new geographical locations through existing TOI PCs or affiliating with new professional entities that would become a TOI PC, recruit new patients and partner or contract with payors, existing medical practices or other healthcare providers to provide oncology care services.
Our business strategy is to grow rapidly by expanding our network of oncology care clinics and is significantly dependent on our ability to open new TOI PC clinics in our existing markets, expand into new geographical locations through existing TOI PCs or affiliating with new professional entities that would become a TOI PC, recruit new patients and partner or contract with payors, existing medical practices or other healthcare providers to provide oncology care services.
If medical costs and expenses exceed estimates, except in very limited circumstances, the TOI PCs will not be able to increase the fee received under these risk agreements during their then-current terms and we could suffer losses with respect to such agreements. 22 Changes in our anticipated ratio of medical expense to revenue can significantly impact our financial results.
If medical costs and expenses exceed estimates, except in very limited circumstances, the TOI PCs will not be able to increase the fee received under these risk agreements during their then-current terms and we could suffer losses with respect to such agreements. Changes in our anticipated ratio of medical expense to revenue can significantly impact our financial results.
These claims, with or without merit, could cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the 30 attention of management and our affiliated providers from our core business, harm our reputation and adversely affect the TOI PCs’ ability to attract and retain patients, any of which could have a material adverse effect on our business, financial condition and results of operations.
These claims, with or without merit, could cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management and our affiliated providers from our core business, harm our reputation and adversely affect the TOI PCs’ ability to attract and retain patients, any of which could have a material adverse effect on our business, financial condition and results of operations.
Our ability to grow organically depends upon a number of factors, including our affiliated providers obtaining referrals for cancer patient care services, the TOI PCs entering into contracts with additional payors, identifying appropriate facilities, obtaining leases, completing internal build-outs of new facilities within proposed timelines and budgets and hiring care teams and other 19 employees.
Our ability to grow organically depends upon a number of factors, including our affiliated providers obtaining referrals for cancer patient care services, the TOI PCs entering into contracts with additional payors, identifying appropriate facilities, obtaining leases, completing internal build-outs of new facilities within proposed timelines and budgets and hiring care teams and other employees.
Moreover, if one or more of the analysts who cover us downgrades our Common Stock, or if our reporting results do not meet their expectations, the market price of our Common Stock could decline. The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.
Moreover, if one or more of the analysts who 44 cover us downgrades our Common Stock, or if our reporting results do not meet their expectations, the market price of our Common Stock could decline. The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.
If we or the TOI PCs fail to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected. The 21st Century Cures Act (the “Cures Act”), which was passed and signed into law in December 2016, includes provisions related to data interoperability, information blocking and patient access.
If we or the TOI PCs fail to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected. 37 The 21st Century Cures Act (the “Cures Act”), which was passed and signed into law in December 2016, includes provisions related to data interoperability, information blocking and patient access.
Individual physicians, physician groups and companies in other healthcare industry segments, including those with 27 which the TOI PCs have contracts, and some of which have greater financial, marketing and staffing resources, may become competitors in providing health care services, and this competition may have a material adverse effect on our business operations and financial position.
Individual physicians, physician groups and companies in other healthcare industry segments, including those with which the TOI PCs have contracts, and some of which have greater financial, marketing and staffing resources, may become competitors in providing health care services, and this competition may have a material adverse effect on our business operations and financial position.
The Medicare program and its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government 24 funding restrictions, all of which may materially adversely affect the rates at which Medicare reimburses the TOI PCs for patient care services.
The Medicare program and its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which Medicare reimburses the TOI PCs for patient care services.
By way of example, the ACA, which was 25 enacted in 2010, made major changes in how healthcare is delivered and reimbursed, and it increased access to health insurance benefits to the uninsured and underinsured populations of the United States. Since its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA.
By way of example, the ACA, which was enacted in 2010, made major changes in how healthcare is delivered and reimbursed, and it increased access to health insurance benefits to the uninsured and underinsured populations of the United States. Since its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA.
We rely, in part, on non-disclosure, confidentiality and assignment-of-invention agreements with our employees, independent contractors, consultants and companies with which we conduct business to protect our internally 31 developed information. These agreements may not be self-executing, or they may be breached and we may not have adequate remedies for such breach.
We rely, in part, on non-disclosure, confidentiality and assignment-of-invention agreements with our employees, independent contractors, consultants and companies with which we conduct business to protect our internally developed information. These agreements may not be self-executing, or they may be breached and we may not have adequate remedies for such breach.
CMS audits MA plans for documentation to support RAF-related payments for enrollees chosen at random. The MA plans then ask providers to submit the underlying documentation for members that they serve. It is possible that claims associated with members with higher RAF scores could be subject to more scrutiny in a CMS or plan audit.
CMS audits MA plans for documentation to support RAF-related payments for enrollees chosen at random. The MA plans then ask providers to submit the underlying documentation for members that they serve. It is possible that claims associated with members with higher RAF scores could be 35 subject to more scrutiny in a CMS or plan audit.
Because the interpretation and application of laws, standards, contractual and other obligations relating to privacy and data protection are still uncertain and changing, it is possible that these laws, standards, contractual and other obligations may be interpreted and applied in a manner that is inconsistent with our data management practices, our 37 privacy, data protection or data security policies or procedures or the features of our technology.
Because the interpretation and application of laws, standards, contractual and other obligations relating to privacy and data protection are still uncertain and changing, it is possible that these laws, standards, contractual and other obligations may be interpreted and applied in a manner that is inconsistent with our data management practices, our privacy, data protection or data security policies or procedures or the features of our technology.
In addition, certain of the payor contracts may be terminated immediately if a TOI PC becomes insolvent or file for bankruptcy. If any of the contracts with the TOI PCs’ payors is terminated, the TOI PCs may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results.
In addition, certain of the payor 24 contracts may be terminated immediately if a TOI PC becomes insolvent or file for bankruptcy. If any of the contracts with the TOI PCs’ payors is terminated, the TOI PCs may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results.
The proper tax treatment or characterization of many of the transactions we undertake, such as the transactions associated with our issuance of the Convertible Notes and DF Warrants, is often subject to significant uncertainty, and the resolution of any related issues could affect the withholding tax liabilities to which we are subject or the tax deductions that we are able to claim.
The proper tax treatment or characterization of many of the transactions we undertake, such as the transactions associated with our issuance of the Convertible Notes and DF Warrants, is often subject to significant uncertainty, and the resolution of any related issues could affect the withholding tax liabilities to which we are subject or the tax deductions 40 that we are able to claim.
Risks Related to Our Regulatory Environment 32 We are dependent on our relationships with the TOI PCs, which are affiliated professional entities that we do not own, to provide healthcare services, and our business would be harmed if those relationships were disrupted or if our arrangements with the TOI PCs become subject to legal challenges.
Risks Related to Our Regulatory Environment We are dependent on our relationships with the TOI PCs, which are affiliated professional entities that we do not own, to provide healthcare services, and our business would be harmed if those relationships were disrupted or if our arrangements with the TOI PCs become subject to legal challenges.
If we and the TOI PCs hire employees from competitors or other companies or healthcare providers, their former employers have attempted and may in the future attempt to assert that these employees or we have breached certain legal obligations, resulting in a diversion of our time and resources.
If we and the TOI PCs hire employees from competitors or other companies or healthcare providers, their former employers have attempted and may in the 29 future attempt to assert that these employees or we have breached certain legal obligations, resulting in a diversion of our time and resources.
There are many potential bases for liability under the FCA. The government has used the FCA to prosecute Medicare and other government healthcare program fraud such as coding errors, billing for services not provided, and providing care that is not medically necessary or that is 34 substandard in quality.
There are many potential bases for liability under the FCA. The government has used the FCA to prosecute Medicare and other government healthcare program fraud such as coding errors, billing for services not provided, and providing care that is not medically necessary or that is substandard in quality.
Our Common Stock and Warrants may be delisted if we fail to comply with the requirements for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), and if our securities were delisted, the price of our Common Stock and 41 Warrants, our ability to access the capital markets and our ability to comply with the covenants in our Facility Agreement could be negatively impacted.
Our Common Stock and Warrants may be delisted if we fail to comply with the requirements for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), and if our securities were delisted, the price of our Common Stock and Warrants, our ability to access the capital markets and our ability to comply with the covenants in our Facility Agreement could be negatively impacted.
As noted above, our certificate of incorporation and our bylaws provide that the federal district courts of the United States shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision.
As noted above, our certificate of incorporation and our bylaws provide that the federal district courts of the United States shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such 43 provision.
A determination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition and results of operations.
A determination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse effect on 34 our business, financial condition and results of operations.
Any newly issued equity securities may have rights, preferences or privileges senior to those of the Common Stock. Risks Related to Our Common Stock and Warrants Our issuance of additional shares of Common Stock, Warrants or other convertible securities may dilute your ownership interest in us and could adversely affect our stock price.
Any newly issued equity securities may have rights, preferences or privileges senior to those of the Common Stock. 41 Risks Related to Our Common Stock and Warrants Our issuance of additional shares of Common Stock, Warrants or other convertible securities may dilute your ownership interest in us and could adversely affect our stock price.
Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. 42 The market price of our Common Stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.
Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. The market price of our Common Stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.
Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, which first affected physician payment in 2019.
Additional changes that may affect our business include the expansion of new programs such 26 as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, which first affected physician payment in 2019.
As described below, the TOI PCs are subject to audits by such payors, including governmental audits of our Medicare claims, and may be required to repay these payors if a finding is made that we were incorrectly reimbursed.
As described below, the TOI PCs are subject to audits by such payors, including governmental audits of our Medicare claims, and may be required to repay these payors if a finding is made that we were incorrectly 22 reimbursed.
Some jurisdictions preclude the TOI PCs from entering into non-compete agreements with physicians, and other non-compete agreements and restrictive covenants applicable to certain physicians and other clinical employees may not be enforceable. The TOI PCs have employment contracts with physicians and other health professionals in many states.
Some jurisdictions preclude the TOI PCs from entering into non-compete agreements with physicians, and other non-compete agreements and restrictive covenants applicable to certain physicians and other clinical employees may not be enforceable. 32 The TOI PCs have employment contracts with physicians and other health professionals in many states.
From time to time in the future, we may issue additional shares of our Common Stock, Warrants or other securities convertible into Common Stock pursuant to a variety of transactions, including acquisitions. Additional shares of our Common Stock may also be issued upon exercise of outstanding stock options and Warrants.
From time to time in the future, we may issue additional shares of our Common Stock, Preferred Stock, Warrants or other securities convertible into Common Stock pursuant to a variety of transactions, including acquisitions. Additional shares of our Common Stock may also be issued upon exercise of outstanding stock options and Warrants.
The issuance by us of additional shares of our Common Stock, Warrants or other securities convertible into our Common Stock would dilute your ownership interest in us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Common Stock and Warrants.
The issuance by us of additional shares of our Common Stock, Preferred Stock, Warrants or other securities convertible into our Common Stock would dilute your ownership interest in us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Common Stock and Warrants.
Uncertainty over Medicare Advantage enrollment and payment rates present a continuing risk to our business. According to the Kaiser Family Foundation, or KFF, Medicare Advantage enrollment continues to be highly concentrated among a few payors, both nationally and in local regions.
Uncertainty over Medicare Advantage enrollment and payment rates present a continuing risk to our business. 25 According to the Kaiser Family Foundation, or KFF, Medicare Advantage enrollment continues to be highly concentrated among a few payors, both nationally and in local regions.
Failure to comply with these laws and regulations, or changes to these laws and regulations that increase our expenses, could adversely impact our operations. We and the TOI PCs are required to comply with all applicable federal, state and local laws and regulations related to the operation of our business.
Failure to comply with these laws and regulations, or changes to these laws and regulations that increase our expenses, could adversely impact our operations. 39 We and the TOI PCs are required to comply with all applicable federal, state and local laws and regulations related to the operation of our business.
If prospective takeovers are not consummated for any reason, we may experience negative reactions from the financial markets, including negative impacts on the price of our Common Stock and Warrants.
If prospective takeovers are not consummated for any reason, we may experience negative reactions from the financial markets, including negative impacts on 42 the price of our Common Stock and Warrants.
A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the re-emergence of the COVID-19 pandemic, could adversely affect our business. A pandemic, epidemic or outbreak of an infectious disease, including the re-emergence of the COVID-19 pandemic, that occurs in the United States or worldwide, may adversely affect our business.
A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the re-emergence of the COVID-19 pandemic, could adversely affect our business. 21 A pandemic, epidemic or outbreak of an infectious disease, including the re-emergence of the COVID-19 pandemic, that occurs in the United States or worldwide, may adversely affect our business.
In addition, some of these new models 26 are being offered as pilot programs and there is no assurance that they will continue or be renewed.
In addition, some of these new models are being offered as pilot programs and there is no assurance that they will continue or be renewed.
Goodwill is not amortized and is tested for impairment at least annually or whenever 39 events or changes in circumstances indicate that the carrying value may not be recoverable.
Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
While the CCPA includes certain exceptions for health-related information, including PHI, it still may require us to modify our data practices and policies and to incur substantial costs and expenses in an effort to comply. Further, the California Privacy Rights Act, or CPRA, generally went into effect on January 1, 2023 and significantly amends the CCPA.
While the CCPA includes certain exceptions for health-related information, including PHI, it still may require us to modify our data practices and policies and to incur substantial costs and expenses in an effort to comply. Further, the California Privacy Rights Act, or CPRA, generally went into effect on January 1, 2023 and significantly amended the CCPA.
In addition, if our assumptions used in preparing our valuations for purposes of impairment testing differ materially from actual future results, we may record impairment charges in the future and our financial results may be materially adversely affected. We had $7,230,000 of goodwill recorded on our Consolidated Balance Sheets at December 31, 2024 and 2023.
In addition, if our assumptions used in preparing our valuations for purposes of impairment testing differ materially from actual future results, we may record impairment charges in the future and our financial results may be materially adversely affected. We had $7,230,000 of goodwill recorded on our Consolidated Balance Sheets at December 31, 2025 and 2024.
If our growth rate were to decline 20 significantly or become negative, it could adversely affect our financial condition and results of operations.
If our growth rate were to decline significantly or become negative, it could adversely affect our financial condition and results of operations.
We generally manage the TOI PCs’ payor contracts on a state by state basis, entering into a separate contract in each state with the local affiliate of the relevant payor such that no one local payor contract accounts for a majority of our collective revenue. No non-government payor accounted for more than 10% of the Patient Services revenue in 2024.
We generally manage the TOI PCs’ payor contracts on a state by state basis, entering into a separate contract in each state with the local affiliate of the relevant payor such that no one local payor contract accounts for a majority of our collective revenue. No non-government payor accounted for more than 10% of the Patient Services revenue in 2025.
Other states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to physicians and other healthcare professionals. Additionally, the Federal Trade Commission recently proposed new rules which, if enforced, would ban non-compete agreements in employee contracts.
Other states are reluctant to strictly enforce non-compete agreements and restrictive covenants applicable to physicians and other healthcare professionals. Additionally, the Federal Trade Commission proposed rules which, if enforced, would ban non-compete agreements in employee contracts.
In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition.
In addition, the need to establish and maintain the corporate infrastructure demanded of a public company may divert management’s attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition.
These regulations include regulations governing the TOI PCs’ dispensary services, the construction, the use of our managed clinics and the treatment of hazardous waste or drug products. Changes in regulations or new regulations could increase our costs, cause the TOI PCs to lose licenses or accreditations or otherwise harm our business or the business of the TOI PCs.
These regulations include regulations governing the TOI PCs’ specialty pharmacy services, the construction, the use of our managed clinics and the treatment of hazardous waste or drug products. Changes in regulations or new regulations could increase our costs, cause the TOI PCs to lose licenses or accreditations or otherwise harm our business or the business of the TOI PCs.
In 2024, the KFF reported that two payors together accounted for nearly half of Medicare Advantage enrollment and seven firms accounted for nearly 85% of covered lives.
In 2025, the KFF reported that two payors together accounted for nearly half of Medicare Advantage enrollment and seven firms accounted for nearly 85% of covered lives.
Reductions in government reimbursement rates or changes in the rules governing government healthcare programs could have a material adverse effect on our financial condition and results of operations. The TOI PCs receive a significant portion of revenue directly from Medicare, which accounted for approximately 16% of our Patient Services revenue in 2024.
Reductions in government reimbursement rates or changes in the rules governing government healthcare programs could have a material adverse effect on our financial condition and results of operations. The TOI PCs receive a significant portion of revenue directly from Medicare, which accounted for approximately 14% of our Patient Services revenue in 2025.
Although Medicare Advantage enrollment has increased significantly over the past decade, there can be no assurance that this trend will continue. Further, fluctuation in Medicare Advantage payment rates are evidenced by CMS’s annual announcement of the expected average change in revenue from the prior year: for 2024, CMS announced an average increase of 2.28%; and for 2025, 3.70%.
Although Medicare Advantage enrollment has increased significantly over the past decade, there can be no assurance that this trend will continue. Further, fluctuation in Medicare Advantage payment rates are evidenced by CMS’s annual announcement of the expected average change in revenue from the prior year: for 2025, CMS announced an average increase of 3.70%; and for 2026, 3.26%.
Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock.
In addition, other Preferred Stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock.
As a result, we have incurred and will continue to incur increased legal, accounting and other expenses that Legacy TOI did not previously 43 incur. Our entire management team and many of our other employees have devoted and will continue to devote substantial time to compliance and may not effectively or efficiently manage our transition into a public company.
As a result, we have incurred and will continue to incur increased legal, accounting and other expenses that Legacy TOI did not previously incur. Our entire management team and many of our other employees have devoted and will continue to devote substantial time to compliance and may not effectively or efficiently manage our public company reporting obligations.
Although, we are confident that this recent cyberattack did not have a material adverse impact, similar cybersecurity breaches could be successfully launched in the future, and there is no assurance that such attacks will not have material adverse effect on our results of operations and cash flows.
Although, we are confident that these cyberattacks did not have a material adverse impact, similar cybersecurity breaches could be successfully launched in the future, and there is no assurance that such attacks will not have material adverse effect on our results of operations and cash flows.
Under a fee-for-service payor arrangement, the TOI PCs collect fees directly from the payor as services are provided. Our Patient Services revenue accounted for approximately 52% of total revenue for the year ended December 31, 2024.
Under a fee-for-service payor arrangement, the TOI PCs collect fees directly from the payor as services are provided. Our Patient Services revenue accounted for approximately 46% of total revenue for the year ended December 31, 2025.
Goodwill impairment charges of $0 and $16,867,000 were recorded during the years ended December 31, 2024 and 2023, respectively, based on management's evaluation of the value of goodwill. It is not possible at this time, under current market conditions, to determine if there will be any future impairment charge, or if there is, whether such charges would be material.
There were no goodwill impairment charges recorded during the years ended December 31, 2025 and 2024, respectively, based on management's evaluation of the value of goodwill. It is not possible at this time, under current market conditions, to determine if there will be any future impairment charge, or if there is, whether such charges would be material.
In response to the COVID-19 pandemic, the Centers for Medicare and Medicaid Services, or CMS, the federal agency responsible for administering the Medicare program, made several changes in the manner in which Medicare will pay for telehealth visits, many of which relax previous requirements, including site requirements for both the providers and patients, telehealth modality requirements and others.
The Centers for Medicare and Medicaid Services, or CMS, the federal agency responsible for administering the Medicare program has made several changes in the manner in which Medicare will pay for telehealth visits, many of which relax previous requirements, including site requirements for both the providers and patients, telehealth modality requirements and others.
Approximately 45% of the TOI PCs’ total costs are related to drug purchases, including both oral and chemotherapy drugs, for the year ended December 31, 2024.
Approximately 84% of the TOI PCs’ total costs are related to drug purchases, including both oral and chemotherapy drugs, for the year ended December 31, 2025.
As a result, the TOI PCs could experience a reduction in membership, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
As a result of these changes to the Medicaid program, the TOI PCs could experience a reduction in membership, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
As of December 31, 2024, we have 6,590,321 shares available for issuance under the 2021 Plan, which amount will automatically increase on January 1 of each successive year through and including January 1, 2031 in amount equal to 4% of the fully diluted shares outstanding as of the preceding December 31 or 40 such lesser amount as is determined by the Board.
As of December 31, 2025, we have 11,097,511 shares available for issuance under the 2021 Plan, which amount will automatically increase on January 1 of each successive year through and including January 1, 2031 in amount equal to 4% of the fully diluted shares outstanding as of the preceding December 31 or such lesser amount as is determined by the Board.
The CPRA imposes additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement.
The CPRA imposes additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. The California privacy protection agency is authorized to issue substantive regulations which is expected to result in increased privacy and information security enforcement.
Our Common Stock and Warrants are listed for trading on Nasdaq. To maintain this listing, we must satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum closing bid price requirement of $1.00 per share, among others.
Our Common Stock and Warrants are listed for trading on Nasdaq. To maintain this listing, we must satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum closing bid price requirement of $1.00 per share, among others. If we fail to maintain to meet all applicable continued listing requirements for Nasdaq, Nasdaq could delist our securities.
Factors that may cause medical expenses to exceed estimates include: • the health status of patients; • changes to oncology treatment guidelines which our affiliated providers follow; • higher than expected utilization of new or existing healthcare services, drugs or technologies; • an increase in the cost of healthcare services and supplies, whether as a result of inflation or otherwise; • changes to mandated benefits or other changes in healthcare laws, regulations and practices; • increased costs attributable to provider and support staff compensation or providers with which the TOI PCs contract to provide care to patients; • changes in the demographics of our patients and medical trends; • contractual or claims disputes with providers, hospitals or other service providers within and outside a health plan’s network; and • the occurrence of catastrophes, major epidemics or acts of terrorism.
Factors that may cause medical expenses to exceed estimates include: • the health status of patients; • changes to oncology treatment guidelines which our affiliated providers follow; • higher than expected utilization of new or existing healthcare services, drugs or technologies; • an increase in the cost of healthcare services and supplies, whether as a result of inflation or otherwise; • changes to mandated benefits or other changes in healthcare laws, regulations and practices; • increased costs attributable to provider and support staff compensation or providers with which the TOI PCs contract to provide care to patients; • changes in the demographics of our patients and medical trends; • contractual or claims disputes with providers, hospitals or other service providers within and outside a health plan’s network; and • the occurrence of catastrophes, major epidemics or acts of terrorism. 23 In addition, we are reliant on our customers under value-based contracts to provide us with data related to the population of patients for which we are at risk.
In particular, our ability to attract and retain patients and patient referrals dependent upon providing cost effective, quality patient care that meets or exceeds our patients’ and payors’ expectations. We depend on third parties for certain of our patient care needs.
Our business is dependent upon the TOI PCs and our affiliated providers providing high-quality care to our patients. In particular, our ability to attract and retain patients and patient referrals dependent upon providing cost effective, quality patient care that meets or exceeds our patients’ and payors’ expectations. We depend on third parties for certain of our patient care needs.
Upon the occurrence of a Major Transaction, as defined under the Senior Secured Convertible Note issued pursuant to the Facility Agreement, the holders of the convertible notes may elect to require us to redeem all or any portion of the notes for an amount equal to the principal amount thereof (in addition to accrued and unpaid interest, a make-whole amount and an exit fee, as applicable).
The covenants under the Facility Agreement could materially and adversely affect our business, financial condition and results of operations. 46 Upon the occurrence of a Major Transaction, as defined under the Senior Secured Convertible Note issued pursuant to the Facility Agreement, the holders of the convertible notes may elect to require us to redeem all or any portion of the notes for an amount equal to the principal amount thereof (in addition to accrued and unpaid interest, a make-whole amount and an exit fee, as applicable).
After conducting a two-step quantitative assessment, we recorded an impairment of $16,867,000 of goodwill during the three months ended March 31, 2023 (there was no impairment recorded in 2024).
After conducting a two-step quantitative assessment, we recorded an impairment of $16,867,000 of goodwill during the year ended December 31, 2023 (there was no impairment recorded in 2024 or 2025).
We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability. We incurred a net loss of $64,663,000 in 2024, and a loss from operations in 2024.
We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability. We incurred a net loss of $60,606,000 in 2025, and a loss from operations $36,083,000 in 2025.
Other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of 2%, which began in 2013 and will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through March 31, 2022.
These changes include aggregate reductions to Medicare payments to providers of 2%, which began in 2013 and will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through March 31, 2022.
In the United States, clinical development services must be performed in compliance with applicable laws, rules and regulations enforced by the United States Food and Drug Administration, or FDA, including Good Clinical Practice, or GCP, requirements, which govern, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials.
In the United States, clinical development services must be performed in compliance with applicable laws, rules and regulations enforced by the United States Food and Drug Administration, or FDA, including Good Clinical Practice, or GCP, requirements, which govern, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials. 33 If TCR fails to perform services in accordance with these requirements, regulatory authorities may take action against TCR.
In that case, the trading price of our common stock could decline. SUMMARY RISK FACTORS The following is a summary of select risks and uncertainties that could materially adversely affect The Oncology Institute, Inc. ("TOI", "we", or "our") and its business, financial condition and results of operations.
If any of the following risks or others not specified below materialize, our business, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our common stock could decline. SUMMARY RISK FACTORS The following is a summary of select risks and uncertainties that could materially adversely affect The Oncology Institute, Inc.
In addition, during the COVID-19 public health emergency, DHCS delayed the processing of Medi-Cal annual redeterminations and delayed discontinuances and negative actions for Medi-Cal and other state and county healthcare programs.
In addition, during the COVID-19 public health emergency, DHCS delayed the processing of Medi-Cal annual redeterminations and delayed discontinuances and negative actions for Medi-Cal and other state and county healthcare programs. At the federal level, the Trump administration has significantly reduced Medicaid funding.
Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services.
Uncertainty regarding future amendments to the ACA, new legislative proposals to reform healthcare and government insurance programs, and Trump administration initiatives aimed at increasing access to and lowering prices for prescription drugs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services.
It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods. If we are unable to provide consistently high quality of care, our business will be adversely impacted.
As of December 31, 2024, we had federal income tax NOLs of $184,835,785 and state income tax NOLs of $175,187,277 available to offset our future taxable income, if any, prior to consideration of annual limitations that may be imposed under Section 382 of the Code or otherwise.
As of December 31, 2025, we had federal income tax NOLs of $227,510,540 and state income tax NOLs of $220,729,030 available to offset our future taxable income, if any, prior to consideration of annual limitations that may be imposed under Section 382 of the Code or otherwise.
Further, because system development projects are long-term in nature, they may be more costly than expected to complete and may not deliver the expected benefits upon completion. 29 Security incidents compromising the confidentiality, integrity, and availability of our confidential or personal information and our and our third-party service providers’ information technology systems could result from cyber-attacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we and our third party service providers rely.
Security incidents compromising the confidentiality, integrity, and availability of our confidential or personal information and our and our third-party service providers’ information technology systems could result from cyber-attacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we and our third party service providers rely.
As of December 31, 2024, there were 2,187,283 private placement warrants outstanding. To the extent such warrants are exercised, additional shares of our Common Stock will be issued, which will result in dilution to our stockholders and increase the number of shares of Common Stock eligible for resale in the public market.
To the extent such warrants are exercised, additional shares of our Common Stock will be issued, which will result in dilution to our stockholders and increase the number of shares of Common Stock eligible for resale in the public market.
Obligations under such agreement mature on August 9, 2027 and carry the possibility of the issuance of Convertible Note Warrants upon prepayment. 45 The obligations under the Senior Secured Convertible Note are secured and the lenders thereunder will have a claim against the assets and equity interests securing the related debt obligations that will have priority to claims of the Company’s equity securityholders generally.
The obligations under the Senior Secured Convertible Note are secured and the lenders thereunder will have a claim against the assets and equity interests securing the related debt obligations that will have priority to claims of the Company’s equity securityholders generally.
Furthermore, because the interests of the lenders may potentially differ from ours and from those of our stockholders, we may be unable to engage in transactions or other activities that may be beneficial to our stockholders. The covenants under the Facility Agreement could materially and adversely affect our business, financial condition and results of operations.
Furthermore, because the interests of the lenders may potentially differ from ours and from those of our stockholders, we may be unable to engage in transactions or other activities that may be beneficial to our stockholders.
Laws in all 50 states and other United States territories require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data breach. Such laws are not always consistent, and compliance in the event of a widespread data breach is costly and may be challenging.
Laws in all 50 states and other United States territories require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data breach.
In the ordinary course of business we engage in active discussions and renegotiations with payors in respect of the services the TOI PCs provide and the terms of the TOI PCs’ payor agreements.
The loss of any of the TOI PCs’ payor partners, or the renegotiation of any of the TOI PCs’ payor contracts, could adversely affect our operating results. In the ordinary course of business we engage in active discussions and renegotiations with payors in respect of the services the TOI PCs provide and the terms of the TOI PCs’ payor agreements.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThere can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. 46 We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Compliance Committee (the "Committee") oversight of cybersecurity and other information technology risks.
Biggest changeWe have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Compliance Committee (the "Committee") oversight of cybersecurity and other information technology risks.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 48
Our cybersecurity risk management program includes: a. risk assessment using industry-standard methodologies such as threat modeling, vulnerability scanning, and penetration testing. These assessments encompass a thorough examination of our critical systems, networks, and applications to identify and prioritize cybersecurity risks.
Our cybersecurity risk management program includes: 47 a. risk assessment using industry-standard methodologies such as threat modeling, vulnerability scanning, and penetration testing. These assessments encompass a thorough examination of our critical systems, networks, and applications to identify and prioritize cybersecurity risks.
Our management team, including the Vice President of Healthcare Information Services, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our management team, including the Chief Information Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Added
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. On November 3, 2025, we determined that a cybersecurity incident affecting an information technology software provider would potentially delay fee-for-service collections.
Added
Based on our current assessment, this incident resulted in a brief immaterial delay in the collection of some claims in our fee-for-service segment. To date, the software provider has not indicated to us that there is any evidence that any patient personal information was compromised as a result of this incident, and an investigation remains ongoing.
Added
We worked closely with the software provider to mitigate the effects and restored normal billing operations in a timely manner.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our principal executive offices are located in Cerritos, California where we occupy a suite under a lease that expires in 2026. We use this facility for administration, billing and collections, technology and development and professional services. We intend to procure additional space as we add team members and expand geographically.
Biggest changeItem 2. Properties Our principal executive offices are located in Cerritos, California where we occupy a suite under a lease that expires on December 31, 2027. We use this facility for administration, billing and collections, technology and development and professional services. We intend to procure additional space as we add team members and expand geographically.
We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations. As of December 31, 2024, we have leases for 72 clinics located in California, Arizona , Nevada, Florida, Oregon, and Texas.
We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations. As of December 31, 2025, we have leases for 65 clinics located in California, Arizona , Nevada, Florida, and Oregon.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough the results of litigation and claims are inherently unpredictable and uncertain, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition. Item 4.
Biggest changeAlthough the results of litigation and claims are inherently unpredictable and uncertain, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition.
Removed
Mine Safety Disclosures Not applicable. 47 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSubject to applicable law and the rights and preferences of any holders of any outstanding series of preferred stock, under our third amended and restated certificate of incorporation, holders of our Common Stock will be entitled to the payment of dividends when, as and if declared by our board in accordance with applicable law.
Biggest changeSubject to applicable law and the rights and preferences of any holders of any outstanding series of preferred stock, under our third amended and restated certificate of incorporation, holders of our Common Stock will be entitled to the payment of dividends when, as and if declared by our board in accordance with applicable law. Recent Sales of Unregistered Securities None.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price Information Our common stock trades on the Nasdaq under the symbol “TOI.” Our publicly traded warrants trade on Nasdaq under the symbol “TOIIW.” Holders As of March 10, 2025, we had approximately 29 active holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price Information Our common stock trades on the Nasdaq under the symbol “TOI.” Our publicly traded warrants trade on Nasdaq under the symbol “TOIIW.” Holders As of March 5, 2026, we had approximately 35 active holders of record of our common stock.
Recent Sales of Unregistered Securities None Equity Compensation Plan Information See Item 12 - “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Equity Compensation Plan Information See Item 12 - “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, Change (dollars in thousands) 2024 2023 $ % Net cash and cash equivalents used in operating activities $ (26,538) $ (36,315) $ 9,777 (26.9) % Net cash and cash equivalents provided by investing activities 46,211 62,640 (16,429) (26.2) % Net cash and cash equivalents used in financing activities (3,492) (6,847) 3,355 (49.0) % Net increase in cash and cash equivalents $ 16,181 $ 19,478 $ (3,297) (16.9) % Cash and cash equivalents at beginning of period 33,488 14,010 19,478 139.0 % Cash and cash equivalents at end of period $ 49,669 $ 33,488 $ 16,181 48.3 % Operating Activities Significant changes impacting net cash and cash equivalents used in operating activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 were as follows: • Net loss decreased of $18,405, primarily as a result of a $16,900 reduction of operation loss and a $1,921 decrease in the fair value of warrant, earnout and conversion option liabilities of for the year ended December 31, 2024 as compared to the year ended December 31, 2023; • Cash used by accounts receivable increased $1,411 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to new contract wins and therefore more services being provided and billed. • Cash provided by accounts payable and accrued expenses increased $10,527 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to an increase in vendor payables resulting from the growth in the Company's business and strategic cash management; • Cash used by purchasing inventory decreased $8,024 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 as a result of favorable payment terms with suppliers and improved inventory management; • Cash provided by prepaid and other current assets decreased $1,952 for the year ended December 31, 2024 as compared to the year ended December 31, 2023. 56 Table of Contents Investing Activities Net cash provided by investing activities decreased $16,429 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to the decrease in sale of marketable securities of $31,258, offset by $9,595 reduction in purchases of marketable securities, and a decrease in cash used for purchases of practice acquisitions and intangibles of $4,456.
Biggest changeYear Ended December 31, Change (dollars in thousands) 2025 2024 $ % Net cash and cash equivalents used in operating activities $ (24,587) $ (26,538) $ 1,951 (7.4) % Net cash and cash equivalents provided by (used in) investing activities (3,074) 46,211 (49,285) (106.7) % Net cash and cash equivalents provided by (used in) financing activities 11,557 (3,492) 15,049 (431.0) % Net (decrease) increase in cash and cash equivalents $ (16,104) $ 16,181 $ (32,285) (199.5) % Cash and cash equivalents at beginning of period 49,669 33,488 16,181 48.3 % Cash and cash equivalents at end of period $ 33,565 $ 49,669 $ (16,104) (32.4) % Operating Activities Significant changes impacting net cash and cash equivalents used in operating activities for the year ended December 31, 2025 as compared to the year ended December 31, 2024 were as follows: • Increase in amortization of debt issuance cost and debt discount of $2,075 due to the decrease of the senior secured convertible note principal in connection with the debt amendment and exchange agreement; • Write-off of net assets related to the clinical trials segment of $2,398; • Increase in loss of $14,903 related to the change in the fair value of liabilities due to the increase in stock price over the prior year; 58 Table of Contents • Increase in bad debt expense of $0 related to the write off of accounts receivable related to co-pays; • Share based compensation decreased by $6,601 compared to the prior year due to the cancellation of earnout shares in November 2024 and the full vesting of RSUs and options from previous grants; • Cash impacted by accounts receivable decreased $6,333 for the year ended December 31, 2025 as compared to the year ended December 31, 2024 due to new contract wins and therefore more services being provided and billed; • Cash impacted by accounts payable and accrued expenses increased $504 for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to an increase in vendor payables resulting from the growth in the Company's business and strategic cash management; • Cash used by purchasing inventory increased $10,475 for the year ended December 31, 2025 as compared to the year ended December 31, 2024 due to the year-end buy-in with our primary drug supplier to take advantage of rebates related to purchases Investing Activities Net cash provided by investing activities decreased $49,285 for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to the sales of marketable securities of $50,000 during the same period in the prior year, which did not occur in the current period.
We believe that the following accounting policies reflects the most critical judgments and estimation uncertainty used in the preparation of our Consolidated Financial Results. Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary.
We believe that the following accounting policies and estimates reflects the most critical judgments and estimation uncertainty used in the preparation of our Consolidated Financial Results. Variable Interest Entities The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary.
Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ significantly from these estimates under different assumptions or conditions. 57 Table of Contents Our significant accounting policies are more fully described in the notes to our audited consolidated financial statements elsewhere in this Annual Report on Form 10-K.
Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ significantly from these estimates under different assumptions or conditions. 59 Table of Contents Our significant accounting policies are more fully described in the notes to our audited consolidated financial statements elsewhere in this Annual Report on Form 10-K.
If subsequent information resolves uncertainties related to the transaction price, adjustments will be 58 Table of Contents recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability. Fee For Service FFS revenue consists of fees for medical services actually provided to patients.
If subsequent information resolves uncertainties related to the transaction price, adjustments will be 60 Table of Contents recognized in the period they are resolved. When payment has been received but services have not yet been rendered, the payment is recognized as a contract liability. Fee For Service FFS revenue consists of fees for medical services actually provided to patients.
A valuation allowance is required when there is significant uncertainty as to whether certain deferred tax assets can be realized. The ability to realize deferred tax assets is dependent upon our ability to generate sufficient taxable income within the 59 Table of Contents carryforward periods provided for in the tax law for each tax jurisdiction.
A valuation allowance is required when there is significant uncertainty as to whether certain deferred tax assets can be realized. The ability to realize deferred tax assets is dependent upon our ability to generate sufficient taxable income within the 61 Table of Contents carryforward periods provided for in the tax law for each tax jurisdiction.
These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plan, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries).
These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plan, mandated payment rates in the case of Medicare and Medicaid programs, and historical gross charges and cash collections (net of recoveries).
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.
Operationally, the Company’s medical centers provide a complete suite of medical oncology services including: physician services, in-house infusion, in-house specialty pharmacy, clinical trials, radiation therapy, educational seminars, support groups, counseling, and 24/7 patient assistance.
The discussion should be read together with the historical audited annual financial statements for the years ended December 31, 2024 and 2023 , and the related notes that are included elsewhere in this Annual Report.
The discussion should be read together with the historical audited annual financial statements for the years ended December 31, 2025 and 2024 , and the related notes that are included elsewhere in this Annual Report.
The CODM reviews financial information and allocates resources across three operating segments: dispensary, patient services, and clinical trials & other. Revenue Recognition The Company recognizes consolidated revenue based upon the principle of the transfer of control of our goods and services to customers in an amount that reflects the consideration it expects to be entitled.
The CODM reviews financial information and allocates resources across three operating segments: specialty pharmacy, patient services, and clinical trials & other. Revenue Recognition The Company recognizes consolidated revenue based upon the principle of the transfer of control of our goods and services to customers in an amount that reflects the consideration it expects to be entitled.
Additionally, the Company is subject to certain outside claims and litigation arising out of the ordinary course of business, however, no such litigation requires future cash expenditure as of December 31, 2024.
Additionally, the Company is subject to certain outside claims and litigation arising out of the ordinary course of business, however, no such litigation requires future cash expenditure as of December 31, 2025.
Dispensary Dispensed prescriptions that are filled and delivered to the patient are considered a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by PBMs and other third-party payors. The fee schedule is often subject to DIR fees, which are based primarily on pre-established metrics.
Specialty Pharmacy Dispensed prescriptions that are filled and delivered to the patient are considered a distinct performance obligation. The transaction price for the prescriptions is based on fee schedules set by PBMs and other third-party payors. The fee schedule is often subject to DIR fees, which are based primarily on pre-established metrics.
Recognition of revenue when, or as, the entity satisfies a performance obligation. Consolidated revenue primarily consists of capitation revenue, fee-for-service (FFS) revenue, dispensary revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the TOI PCs are obligated to provide services.
Recognition of revenue when, or as, the entity satisfies a performance obligation. Consolidated revenue primarily consists of capitation revenue, fee-for-service (FFS) revenue, specialty pharmacy revenue, and clinical trials revenue. Revenue is recognized in the period in which services are rendered or the period in which the TOI PCs are obligated to provide services.
Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, dispensary revenue, and clinical trials revenue. Capitation and FFS revenue comprise the revenues within the Company’s patient services segment and are presented together in the results of operations.
Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, specialty pharmacy revenue, and clinical trials revenue. Capitation and FFS revenue comprise the revenues within the Company’s patient services segment and are presented together in the results of operations.
The following paragraphs provide a summary of the principal forms of our billing arrangements and how revenue is recognized for each type of revenue. Capitation Capitation revenues consist primarily of fees for medical services provided by the TOI PCs to the Company's patients under a capitated arrangement with various managed care organizations.
The following paragraphs provide a summary of the principal forms of our billing arrangements and how revenue is recognized for each type of revenue. Capitation Capitation revenues consist primarily of fees for medical services provided by the TOI PCs or network providers to the Company's patients under a capitated arrangement with various risk-bearing medical groups or managed care organizations.
Capitation revenue is paid monthly based on the number of enrollees by the contracted managed care organization (per member per month or “PMPM”). Capitation contracts generally have a legal term of one year or longer.
Capitation revenue is paid monthly based on the number of enrollees by the contracted payor (per member per month or “PMPM”). Capitation contracts generally have a legal term of one year or longer.
In connection with the preparation of the consolidated financial statements for the year ended December 31, 2024, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements.
Below information reflects dollars in thousands. 57 Table of Contents In connection with the preparation of the consolidated financial statements for the year ended December 31, 2025, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements.
Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
(2) Other is comprised of finance leases and D&O financing Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40 million of cash 55 Table of Contents and cash equivalents (see Note 22 — Subsequent Events).
Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40 million of cash and cash equivalents.
Payments in capitation contracts are variable since they primarily include PMPM fees associated with unspecified membership that fluctuates throughout the term of the contract; however, based on our experience, our total underlying membership generally increases over time as penetration of Medicare Advantage products grows.
Payments in capitation contracts are variable since they primarily include PMPM fees associated with unspecified membership that fluctuates throughout the term of the contract; however, based on our experience, our total underlying membership generally increases over time as penetration of Medicare Advantage products grows and our payor partners, who tend to be the larger and more sophisticated operators within the industry, consolidate.
Each contract represents a single, integrated set of research activities that are satisfied over time as the output of results from the trial is captured for the trial sponsor to review.
The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities that are 52 Table of Contents satisfied over time as the output of results from the trial is captured for the trial sponsor to review.
Dispensary and pharmacy Oral prescription drugs prescribed by doctors to their patients are sold directly through the TOI PCs’ dispensaries and our newly-acquired pharmacy. Revenue for the prescriptions is based on fee schedules set by various PBMs and other third-party payors.
Specialty Pharmacy Oral prescription drugs prescribed by doctors to their patients are sold directly through the TOI PCs’ dispensaries and our retail pharmacies. Revenue for the prescriptions is based on fee schedules set by various PBMs and other third-party payors. Clinical trials & other revenue The TOI PCs also enter into contracts to perform clinical research trials.
(6) Transaction costs were comprised of consulting and legal fees associated with non-recurring due diligence projects during the year ended December 31, 2024, and related to consulting, legal, administrative and regulatory fees associated with share repurchases and practice acquisitions during the year ended December 31, 2023.
(5) Transaction costs incurred during the year ended December 31, 2025 and 2024 were comprised of consulting, legal, administrative and regulatory fees associated with non-recurring due diligence projects.
Dispensary The increase in dispensary revenue was primarily due to a 85.9% increase in the number of fills offset by 6.8% decrease in the average revenue per fill.
Specialty Pharmacy The increase in specialty pharmacy revenue was primarily due to a 66.6% increase in the number of fills offset by 10.2% decrease in the average revenue per fill.
These expenses include salaries and related costs and stock-based compensation for our executives and physicians. The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development.
The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development.
Overview The Company is a leading value-based oncology company that manages community-based oncology practices for the Company and for independent oncology practices that together serve patients at 86 clinic locations across 16 markets and five states throughout the United States. The Company commenced operations in Oregon in October 2024.
Overview The Company is a leading value-based oncology company that manages community-based oncology practices for the Company and for independent oncology practices that together serve patients across 17 markets and five states throughout the United States.
Additionally, the Company's lender and existing investor, entered into an exchange agreement, in which approximately $4.1 million aggregate principal amount of the Company's senior secured convertible notes would be exchanged for common-equivalent preferred stock and warrants for common stock. The Company has also taken a number of other actions to increase cash flow.
Also, the Company's lender and existing investor, entered into an exchange agreement, in which approximately $4.1 million aggregate principal amount of the Company's senior secured convertible notes would be exchanged for common-equivalent preferred stock and warrants for common stock. Additionally, from August 2025 through October 2025, the Company raised approximately $13.8 million in net proceeds from a at-the-market offering.
The Company’s management is not aware of material events or uncertainties that would cause the financial information below to not be indicative of future operating results or results of future financial condition, although past results should not be relied upon as an indication of future performance or future financial condition. 51 Table of Contents Year Ended December 31, 2024 2023 Revenue Patient services 52.1 % 66.0 % Dispensary 45.7 % 32.0 % Clinical trials & other 2.2 % 2.0 % Total operating revenue 100.0 % 100.0 % Operating expenses Direct costs – patient services 47.5 % 55.8 % Direct costs – dispensary 38.4 % 25.6 % Direct costs – clinical trials & other 0.3 % 0.2 % Goodwill impairment charges — % 5.2 % Selling, general and administrative expense 27.4 % 35.1 % Depreciation and amortization 1.6 % 1.8 % Total operating expenses 115.2 % 123.7 % Loss from operations (15.2) % (23.7) % Other non-operating expense (income) Interest expense, net 1.9 % 2.1 % Change in fair value of derivative warrant liabilities (0.2) % 0.1 % Change in fair value of earnout liabilities — % (0.2) % Change in fair value of conversion option derivative liabilities (0.7) % (0.3) % Gain on loan forgiveness — % — % Other, net 0.2 % 0.3 % Total other non-operating loss expense 1.2 % 2.0 % Loss before provision for income taxes (16.4) % (25.7) % Income tax benefit — % — % Net loss (16.4) % (25.7) % Comparison of the Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Patient services $ 204,883 $ 213,504 $ (8,621) (4.0) % Dispensary 179,916 103,835 76,081 73.3 % Clinical trials & other 8,613 6,900 1,713 24.8 % Total operating revenue $ 393,412 $ 324,239 $ 69,173 21.3 % Patient services The decrease in patient services revenue was primarily due to a 5.0% decrease in FFS revenue and a 1.3% decrease in capitation revenue as a result of a terminated contract during the year, partially offset by other contract starts.
The Company’s management is not aware of material events or uncertainties that would cause the financial information below to not be indicative of future operating results or results of future financial condition, although past results should not be relied upon as an indication of future performance or future financial condition. 53 Table of Contents Year Ended December 31, 2025 2024 Revenue Patient services 45.6 % 52.1 % Specialty pharmacy 53.5 % 45.7 % Clinical trials & other 0.9 % 2.2 % Total operating revenue 100.0 % 100.0 % Operating expenses Direct costs – patient services 40.9 % 47.5 % Direct costs – specialty pharmacy 43.9 % 38.4 % Direct costs – clinical trials & other — % 0.3 % Selling, general and administrative expense 21.0 % 27.4 % Depreciation and amortization 1.4 % 1.6 % Total operating expenses 107.2 % 115.2 % Loss from operations (7.2) % (15.2) % Other non-operating expense (income) Interest expense, net 2.2 % 1.9 % Change in fair value of derivative warrant liabilities — % (0.2) % Change in fair value of conversion option derivative liabilities 2.4 % (0.7) % Other, net 0.3 % 0.2 % Total other non-operating expense 4.9 % 1.2 % Loss before provision for income taxes (12.1) % (16.4) % Income tax benefit — % — % Net loss (12.1) % (16.4) % Comparison of the Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, Change (dollars in thousands) 2025 2024 $ % Patient services $ 228,991 $ 204,883 $ 24,108 11.8 % Specialty pharmacy 269,176 179,916 89,260 49.6 % Clinical trials & other 4,562 8,613 (4,051) (47.0) % Total operating revenue $ 502,729 $ 393,412 $ 109,317 27.8 % Patient services The increase in patient services revenue for the year ended December 31, 2025 compared to the prior year was primarily due to a 9.0% and 17.2% increase in FFS revenue and capitated revenue, respectively.
Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements.
Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. The Company recognizes revenue for these arrangements on the fees earned to date based on the state of the trial, as established under contract with the customer.
Components of Results of Operations Revenue The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) pharmacy benefit managers (“PBMs”), (iii) the federal government under the Medicare program administered by the Centers for Medicare 49 Table of Contents and Medicaid Services (“CMS”); (iv) state governments under Medicaid and other programs; (v) other third-party payors and managed care organizations (e.g., risk bearing organizations and independent practice associations (“IPAs”)); and (vi) individual patients and clients.
Additionally, we allow our independent network participating providers to access the ability to treat patient populations that are managed under value-based care contracts without the need to incur costs required to build clinical or operational infrastructure typical for risk-bearing entities, or to adopt new operational frameworks which may be disruptive to their existing practices. 51 Table of Contents Components of Results of Operations Revenue The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) pharmacy benefit managers (“PBMs”), (iii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”); (iv) state governments under Medicaid and other programs; (v) other third-party payors and managed care organizations (e.g., risk bearing organizations and independent practice associations (“IPAs”); and (vi) individual patients and clients.
The Company defines Adjusted EBITDA as net income (loss) adjusting for: • Depreciation and amortization, • Interest expense, net, • Tax payments and penalties, • Non-cash addbacks, • Share-based compensation, • Goodwill impairment charges, • Changes in fair value of liabilities, • Unrealized (gains) losses on investments • Practice acquisition-related costs, • Post combination compensation expense, • Consulting and legal fees, • Infrastructure and workforce costs, and • Transaction costs.
The Company defines Adjusted EBITDA as net income (loss) adjusting for: • Depreciation and amortization, • Interest expense, net, • Tax payments and penalties, • Non-cash addbacks, • Share-based compensation, • Changes in fair value of liabilities, • Unrealized (gains) losses on investments • Post combination compensation expense, • Consulting and legal fees, • Infrastructure and workforce costs, and • Transaction costs. 56 Table of Contents The Company includes Adjusted EBITDA because it is an important measure which our management uses to assess the results of operations, to evaluate factors and trends affecting the business, and to plan and forecast future periods.
Additionally, we generated an 11% reduction in SG&A expenses compared to the prior year directly as a result of our ongoing efforts to streamline operations, improve efficiency, and optimize our overhead resourcing.
Due to efforts towards working capital management, the Company was able to generate a positive cash flow from operations in Q4 2025 of $3,233. Additionally, we generated a 2.1% reduction in SG&A expenses compared to the prior year directly as a result of our ongoing efforts to streamline operations, improve efficiency, and optimize our overhead resourcing.
(4) Consulting and legal fees were comprised of a subset of the Company’s total consulting and legal fees during the years ended December 31, 2024 and 2023, and related to certain advisory projects, software implementations, and legal fees for debt financing and predecessor litigation matters.
(3) Consulting fees were comprised of a subset of the Company’s total consulting fees, and related to certain non-recurring advisory projects during the year ended December 31, 2025 and 2024.
The Company had cash and cash equivalents of $49,669 and an accumulated deficit of $210,813 at December 31, 2024, and a net loss of $64,663 and net cash used in operating and investing activities of $26,538 for the year ended December 31, 2024.
The Company had cash and cash equivalents of $33,565 and an accumulated deficit of $271,419 at December 31, 2025, and a net loss of $60,606 and net cash used in operating activities of $24,587 for the year ended December 31, 2025.
Clinicians include oncologists, advanced practice providers such as physician assistants and nurse practitioners, and registered nurses employed by the TOI PCs. Direct costs - dispensary Direct costs - dispensary primarily includes the cost of oral medications dispensed in the TOI PCs’ clinic locations.
Operating Expenses Direct costs - patient services Direct costs - patient services primarily includes chemotherapy drug costs, clinician salaries and benefits, and medical supplies. Clinicians include oncologists, advanced practice providers such as physician assistants and nurse practitioners, and registered nurses employed by the TOI PCs.
(5) Infrastructure and workforce costs were primarily comprised of recruiting expenses to build out corporate infrastructure of $1,294 and $2,227, severance expenses resulting from cost rationalization programs of $343 and $979, temporary labor of $748 and $1,365, and lease terminations, settlements, and penalty addbacks of $3,921 and $1,289 during the years ended December 31, 2024 and 2023, respectively.
(4) Infrastructure and workforce costs were primarily comprised of non-recurring legal fees related to infrastructure build out and settlements of $2,256 and $3,656, recruiting expenses to build out corporate infrastructure of $1,338 and $1,294, severance expenses resulting from cost rationalization programs of $257 and $343, stop-loss contract timing of approximately $1,248 and $0, and temporary labor of $217 and $748 during the year ended December 31, 2025 and 2024, respectively.
Selling, general and administrative expense The decrease in selling, general and administrative expense was primarily driven by a 5.6% decrease in share-based compensation expense, a 2.1% decrease in non-clinical payroll, a 2.2% decrease in insurance expense, and a 1.5% decrease in deferred purchase price expense offset by a 2.2% increase in professional fees, a 1.6% increase in real estate and equipment expenses and a 5.1% increase in office expenses and supplies due to the growth in the Company's management and corporate teams.
Selling, general and administrative expense The decrease in selling, general and administrative expense was primarily driven by a 59.2% decrease in share-based compensation expense, a 9.4% decrease in non-clinical payroll, partially offset by a 22.5% increase in professional fees and a 27.5% increase in support services and office expenses.
Direct costs - clinical trials & other Direct costs - clinical trials & other primarily includes costs related to clinical trial contracts and medical supplies. Selling, general and administrative expense Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff.
Selling, general and administrative expense Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff. These expenses include salaries and related costs and stock-based compensation for our executives and physicians.
Material Cash Requirements Due by the Year Ended December 31, (dollars in thousands) 2025 2026-2027 2028-2029 Thereafter Total Convertible note 1 $ 4,461 $ 117,125 $ — $ — $ 121,586 Operating leases 8,467 14,961 8,221 3,556 35,205 Deferred acquisition and contingent consideration 225 — — — 225 Other 2 840 68 — — 908 Total material cash requirements $ 13,993 $ 132,154 $ 8,221 $ 3,556 $ 157,924 (1) Includes principal and interest payments due.
Material Cash Requirements Due by the Year Ended December 31, (dollars in thousands) 2026 2027 2028-2029 Thereafter Total Convertible note 1 $ — $ 92,349 $ — $ — $ 92,349 Operating leases 8,633 13,400 6,562 1,733 30,328 Deferred acquisition and contingent consideration 125 — — — 125 Other 2 858 29 — — 887 Total material cash requirements $ 9,616 $ 105,778 $ 6,562 $ 1,733 $ 123,689 (1) Includes principal and interest payments due.
(2) Adjusted EBITDA is a "non-GAAP" financial measure within the meaning of Item 10 of Regulation S-K promulgated by the SEC.
Additionally, includes independent oncology practices to which we provide limited management services and have network provider agreements, but do not bear the operating costs. (2) Adjusted EBITDA is a "non-GAAP" financial measure within the meaning of Item 10 of Regulation S-K promulgated by the SEC.
As of December 31, 2024, o ur community-based oncology practices are staffed with 130 oncologists and advanced practice providers. 72 of these clinics are staffed with 119 providers employed by our affiliated physician-owned professional corporations, referred to as the "TOI PCs," which provided care for more than 72,000 patients in 2023 and 2024, respectively, and managed a population of approximately 1.9 million patients under value-based agreements as of December 31, 2024 .
As of December 31, 2025, we operate 65 community-based oncology practices, staffed with 116 oncologists and advanced practice providers employed by our affiliated physician-owned professional corporations, referred to as the "TOI PCs." In addition to our TOI-affiliated providers, we also manage a network of 207 providers in Florida under the Florida Oncology Network brand.
Clinical trials & other For the year ended December 31, 2024, the increase in clinical trials and other revenue was primarily due to an increase in other revenue compared to the prior year. 52 Table of Contents Operating Expenses Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Direct costs – patient services $186,880 $ 181,017 $ 5,863 3.2 % Direct costs – dispensary 151,231 83,071 68,160 82.1 % Direct costs – clinical trials & other 1,304 578 726 125.6 % Goodwill impairment charges 0 16,867 (16,867) N/A Selling, general and administrative expense 107,828 113,851 (6,023) (5.3) % Depreciation and amortization 6,287 5,873 414 7.0 % Total operating expenses $453,530 $ 401,257 $ 52,273 13.0 % Patient services cost The increase in patient services cost was primarily due to a 13.9% increase in clinical payroll costs due to the expectation of growth from additional contracts, partially offset by a 0.4% decrease in intravenous drug costs, primarily driven by the Company's patient mix and volume.
Operating Expenses Year Ended December 31, Change (dollars in thousands) 2025 2024 $ % Direct costs – patient services $205,502 $ 186,880 $ 18,622 10.0 % Direct costs – specialty pharmacy 220,558 151,231 69,327 45.8 % Direct costs – clinical trials & other 234 1,304 (1,070) (82.1) % Selling, general and administrative expense 105,574 107,828 (2,254) (2.1) % Depreciation and amortization 6,944 6,287 657 10.5 % Total operating expenses $538,812 $ 453,530 $ 85,282 18.8 % Patient services cost The increase in patient services cost during the year as compared to the prior year was primarily due to a 13.1% increase in intravenous drug costs, driven by the Company's patient mix and increased volume, offset by a 4.1% decrease in clinical payroll costs as the Company adjusts physician compensation to better match performance, as well as increased use of advanced practice providers which results in a more efficient labor mix.
Management encourages investors and others to review the Company's financial information in its entirety, not to rely on any single financial measure. 54 Table of Contents The following tables provide a reconciliation of net loss, the most closely comparable GAAP financial measure, to Adjusted EBITDA: Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Net loss $ (64,663) $ (83,068) $ 18,405 (22.2) % Depreciation and amortization 6,287 5,873 414 7.0 % Interest expense, net 7,496 6,777 719 10.6 % Tax payments and penalties (32) (36) 4 (11.1) % Non-cash addbacks (1) (139) 2,029 (2,168) (106.9) % Share-based compensation 11,152 17,548 (6,396) (36.4) % Goodwill impairment charges — 16,867 (16,867) N/A Change in fair value of liabilities (3,316) (1,395) (1,921) 137.7 % Unrealized (gains) losses on investments (133) (237) 104 N/A Practice acquisition-related costs (2) — 113 (113) (100.0) % Post-combination compensation expense (3) 374 2,048 (1,674) N/A Consulting and legal fees (4) 841 1,570 (729) (46.4) % Infrastructure and workforce costs (5) 6,427 5,965 462 7.7 % Transaction costs (6) 18 141 (123) (87.2) % Adjusted EBITDA $ (35,688) $ (25,805) $ (9,883) 38.3 % (1) During the year ended December 31, 2024, non-cash addbacks were primarily comprised of non-cash rent of $411 and $259 loss on disposal of fixed assets.
The following tables provide a reconciliation of net loss, the most closely comparable GAAP financial measure, to Adjusted EBITDA: Year Ended December 31, Change (dollars in thousands) 2025 2024 $ % Net loss $ (60,606) $ (64,663) $ 4,057 (6.3) % Depreciation and amortization 6,944 6,287 657 10.5 % Interest expense, net 11,276 7,497 3,779 50.4 % Tax payments and penalties 12 (32) 44 (137.5) % Non-cash addbacks (1) 4,642 (139) 4,781 (3,439.6) % Share-based compensation 4,551 11,151 (6,600) (59.2) % Change in fair value of liabilities 12,453 (3,316) 15,769 (475.5) % Unrealized (gains) losses on investments 6 (133) 139 (104.5) % Post-combination compensation expense (2) 46 374 (328) (87.7) % Consulting and legal fees (3) 2,030 841 1,189 141.4 % Infrastructure and workforce costs (4) 6,236 6,427 (191) (3.0) % Transaction costs (5) 1 18 (17) (94.4) % Adjusted EBITDA $ (12,409) $ (35,688) $ 23,279 (65.2) % (1) During the year ended December 31, 2025 , non-cash addbacks was comprised of the write-off of the net assets of the Clinical Trials segment and certain expenses incurred through our shared services agreement with Helios of $2,398 and a bad debt write off of $2,594, offset by non-cash rent expense of $665.
Other Non-Operating Expenses (Income) Year Ended December 31, Change (dollars in thousands) 2024 2023 $ % Interest expense, net $ 7,496 $ 6,777 $ 719 10.6 % Change in fair value of derivative warrant liabilities (619) 286 (905) (316.4) % Change in fair value of earnout liabilities — (803) 803 (100.0) % Change in fair value of conversion option derivative liabilities (2,697) (878) (1,819) N/A Other, net 365 704 (339) (48.2) % Total other non-operating expense $ 4,545 $ 6,086 $ (1,541) (25.3) % Interest expense The increase in interest expense was primarily the result of interest and amortization related to the Senior Secured Convertible Notes issued during the year ended December 31, 2024.
Other Non-Operating Expenses (Income) Year Ended December 31, Change (dollars in thousands) 2025 2024 $ % Interest expense, net $ 11,276 $ 7,496 $ 3,780 50.4 % Change in fair value of derivative warrant liabilities 247 (619) 866 (139.9) % Change in fair value of conversion option derivative liabilities 12,206 (2,697) 14,903 (552.6) % Other, net 925 365 560 153.4 % Total other non-operating expense $ 24,654 $ 4,545 $ 20,109 442.4 % 55 Table of Contents Interest expense The increase in interest expense compared to the prior year was primarily the result of a prepayment related to the Senior Secured Convertible Note in which the Company recognized a one-time loss of extinguishment of debt of $2,900 during the first quarter of 2025.
Change in fair value of liabilities The decrease in non-operating (income) expense was primarily due to the decrease in gains of $803 and $1,819, respectively during the year ended December 31, 2024, as a result of decreases in the fair value of earnout liabilities and conversion option derivative liabilities, which were created as part of the Business Combination and the issuance of the Senior Secured Convertible Note, respectively. 53 Table of Contents Key Business Metrics In addition to our financial information, the Company's management reviews a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.
Key Business Metrics In addition to our financial information, the Company's management reviews a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.
Year Ended December 31, 2024 2023 Clinics (1) 86 83 Markets 16 15 Lives under value-based contracts (millions) 1.9 1.8 Net loss $ (64,663) $ (83,068) Adjusted EBITDA (in thousands) (2) $ (35,688) $ (25,805) (1) Includes independent oncology practices to which we provide limited management services, but do not bear the operating costs.
Year Ended December 31, 2025 2024 Affiliated and Network Clinics (1) 146 86 Markets 17 16 Lives under value-based contracts (millions) 2.0 1.9 Net loss (in thousands) $ (60,606) $ (64,663) Adjusted EBITDA (in thousands) (2) $ (12,409) $ (35,688) (1) Clinics operated under the TOI PCs, whereby we receive a percentage of revenue under our management services agreements, or MSAs, and are consolidated.
(3) Deferred consideration payments for practice acquisitions that are contingent upon the seller’s future employment at the Company.
During the year ended December 31, 2024, non-cash addbacks were primarily comprised of non-cash rent of $411 and $259 loss on disposal of fixed assets. (2) Deferred consideration payments for practice acquisitions that are contingent upon the seller’s future employment at the Company.
The Company also provides management services to 14 clinic locations owned by independent oncology practices. The Company's mission is to heal and empower cancer patients through compassion, innovation, and state-of-the-art medical care.
Collectively across the provider base, we manage a population of approximately 2.0 million patients under value-based agreements as of December 31, 2025 . The Company's mission is to heal and empower cancer patients through compassion, innovation, and state-of-the-art medical care.
Removed
The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in the periods after payments are received against future payments. The Company recognizes revenue, deducted by estimated DIR fees, at the time the patient takes possession of the oral drug.
Added
O n March 31, 2025, the Company entered into a Research Services Agreement ("RSA") with Helios CR, Inc. ("Helios"), effective May 5, 2025, pursuant to which the Clinical Trials segment is operated by Helios in its entirety under a profit sharing arrangement with the Company.
Removed
Clinical trials & other revenue The TOI PCs also enter into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed.
Added
As part of the RSA, there is a Transition Services Agreement, in which certain administrative and professional services are provided by Helios for a certain period of time. Additionally, the Company pays a management fee to Helios on a periodic basis for certain shared services.
Removed
The Company recognizes revenue for these arrangements on the fees earned to date based on the state of the trial, as established under contract with the customer. 50 Table of Contents Operating Expenses Direct costs - patient services Direct costs - patient services primarily includes chemotherapy drug costs, clinician salaries and benefits, and medical supplies.
Added
Direct costs - specialty pharmacy Direct costs - specialty pharmacy primarily includes the cost of medications dispensed in the TOI PCs’ clinic locations. Direct costs - clinical trials & other Direct costs - clinical trials & other primarily includes costs related to clinical trial contracts and medical supplies.
Removed
The increase in dispensary cost was primarily due to a 85.9% increase in the number of prescriptions filled offset by a 2.1% decrease in the average cost of the prescriptions filled. Goodwill impairment charges During the years ended December 31, 2024 and 2023, impairment charges of $0 and $16,867 were recorded related to goodwill, respectively.
Added
Network medical expense Network medical expense is the cost of care delivered by our independent network providers and paid by TOI under our fully delegated contracts. For presentation purposes, we eliminate the portion of network medical expense that is paid to TOI PCs who participate in these fully delegated networks.
Removed
See Note 2 and Note 18 in Item. 8 Financial Statements and Supplementary Data for additional detail.
Added
This was driven by steady patient volumes in more mature markets, momentum in new markets in addition to the impact of our investments in referral relationship management, new contract development, and call center expansion.
Removed
The Company includes Adjusted EBITDA because it is an important measure which our management uses to assess the results of operations, to evaluate factors and trends affecting the business, and to plan and forecast future periods.
Added
This is driven by increases in pharmacy services provided to both our capitated and fee-for-service populations, due to higher underlying patient volumes as well as a higher rate of prescriptions written by TOI's 54 Table of Contents affiliated physicians directed towards TOI's own internal pharmacy, as a result of active efforts to drive awareness and reduce 'leakage' to outside pharmacies.
Removed
During the year ended December 31, 2023, non-cash addbacks were primarily comprised of a $2,020 of net bad debt write-off. (2) Practice acquisition-related costs were comprised of consulting and legal fees incurred to perform due diligence, execute, and integrate acquisitions of various oncology practices.
Added
Clinical trials & other For the year ended December 31, 2025, the decrease in clinical trials and other revenue was due to the profit sharing agreement as described in Note 1 of the consolidated financial statements.
Removed
As one of our strategic priorities in 2024 and beyond, the Company implemented an initiative to eliminate cash burn. Due to efforts towards working capital management that saw improvements across receivables, inventory, and payables, the Company was able to generate a positive cash flow from operations in Q4 2024 of approximately $4 million.
Added
Specialty Pharmacy cost The increase in specialty pharmacy cost was primarily due to a 66.6% increase in the number of prescriptions filled offset by a 12.5% decrease in the average cost of the prescriptions filled, reflecting both changing drug mix as well as improvement in drug procurement performance resulting from TOI's increasing purchasing scale in addition to the deployment of enhanced analytics and coordination within TOI's medical economics and procurement functions used to optimize drug formulary and rebate attainment.
Removed
Financing Activities Net cash used by financing activities decreased $3,355 for the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to a $1,019 decrease in the common stock repurchase that was done in the prior year, and a $2,113 decrease in finance insurance premium payments during year ended December 31, 2024.
Added
Change in fair value of liabilities The increase in the fair value of liabilities was primarily due to an unfavorable increase in the fair value of conversion option derivative liabilities due to the stock price increasing year over year with the increased likelihood of redemption.
Removed
(2) Other is comprised of finance leases and D&O financing JOBS Act The Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the 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.
Added
The increase in the derivative warrant liability is due to the increase in the publicly traded warrant price. These measures are related to the derivative warrant liabilities and conversion option derivative liabilities, which were created as part of the Business Combination and the issuance of the Senior Secured Convertible Note, respectively.
Removed
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 Exchange Act) are required to comply with the new or revised financial accounting standards.
Added
Management encourages investors and others to review the Company's financial information in its entirety, not to rely on any single financial measure.
Removed
The JOBS Act provides that a company can elect to opt out of 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.
Added
The Company does not intend to further use the at-the-market sales agreement related to this offering program. The Company has also taken a number of other actions to increase cash flow. As one of our strategic priorities in 2025 and beyond, the Company implemented an initiative to eliminate cash burn.
Removed
The Company has elected not to opt out of such 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.
Added
Financing Activities Net cash used by financing activities increased $15,049 for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to the net proceeds from the private placement offering of $15,359, net proceeds from at-the-market offering of $13,841, and an increase in proceeds from options and warrants exercised of $3,285, partially offset by principal payments on the senior secured convertible note of $20,000.
Removed
This may make comparison of our financial statements with another public company that 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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+1 added−0 removed3 unchanged
Biggest changeInflation can adversely affect us by increasing the costs of drugs, clinical trials and research, administration and other costs of doing business. We may experience increases in the prices of labor and other costs of doing business. In an inflationary environment, cost increases may outpace our expectations, causing us to use our cash and other liquid assets faster than forecasted.
Biggest changeWe may experience increases in the prices of labor and other costs of doing business. In an inflationary environment, cost increases may outpace our expectations, causing 62 Table of Contents us to use our cash and other liquid assets faster than forecasted.
If this happens, we may need to raise additional capital to fund our operations, which may not be available in sufficient amounts or on reasonable terms, if at all, sooner than expected. 60 Table of Contents Impairment Risk Impairment risk refers to the risk that the Company will write down a material amount of its goodwill or intangible assets.
If this happens, we may need to raise additional capital to fund our operations, which may not be available in sufficient amounts or on reasonable terms, if at all, sooner than expected. Impairment Risk Impairment risk refers to the risk that the Company will write down a material amount of its goodwill or intangible assets.
For the year ended December 31, 2024, the Company recognized no impairment charge to write-down the carrying value of goodwill related to patient services in excess of the fair value. 61 Table of Contents
For the year ended December 31, 2025, the Company recognized no impairment charge to write-down the carrying value of goodwill related to patient services in excess of the fair value. 63 Table of Contents
Interest Rate Risk We held cash and cash equivalents of $49,669 as of December 31, 2024, consisting of bank deposits and Treasury bills. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation.
Interest Rate Risk We held cash and cash equivalents of $33,565 as of December 31, 2025, consisting of bank deposits and Treasury bills. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation.
We believe that we do not have any material exposure to changes in the fair value of these assets as a results of changes in interest rates due to the short-term nature of our cash and cash equivalents. Inflation Risk Recently, inflation has increased throughout the U.S. economy.
We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash and cash equivalents.
Added
Additionally, our existing debt is a fixed rate and therefore has no interest rate risk exposure, however the fair value of the debt is impacted. Inflation Risk Recently, inflation has increased throughout the U.S. economy. Inflation can adversely affect us by increasing the costs of drugs, clinical trials and research, administration and other costs of doing business.

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