{"filing":{"accession_number":"0001079973-26-000934","cik":"0001799191","ticker":"TOIIW","company_name":"Oncology Institute, Inc.","form":"8-K","filing_date":"2026-07-07","report_date":null,"primary_document":"toi_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1799191/000107997326000934/toi_8k.htm"},"events":[{"id":16497,"run_id":14742,"accession_number":"0001079973-26-000934","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The Oncology Institute entered into a $75 million term loan facility with OrbiMed on July 1, 2026, maturing in 2031, and drew the full amount on closing. The company used proceeds to refinance an outstanding $86 million Deerfield convertible note, supplemented by approximately $11 million in cash from the balance sheet, materially affecting its capital structure and debt maturity profile.","company_name":"Oncology Institute, Inc.","ticker":"TOIIW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14614,"accession_number":"0001079973-26-000934","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Oncology Institute entered into a $75 million term loan facility with OrbiMed on July 1, 2026, creating a new direct financial obligation. The company drew the full amount on the closing date and used proceeds to refinance existing convertible debt. This is a material debt issuance under Item 1.01, distinct from a covenant breach or going-concern issue—it represents the creation of new indebtedness with a 5-year maturity and customary covenants including a minimum net revenue requirement of $700 million.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14615,"accession_number":"0001079973-26-000934","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Oncology Institute completed a strategic refinancing in which it repaid an outstanding $86 million Deerfield convertible note through a new $75 million term loan from OrbiMed maturing in 2031, supplemented by approximately $11 million in cash from the balance sheet. This constitutes creation of a new direct financial obligation (the OrbiMed term loan) that replaces an existing debt obligation, materially affecting the company's capital structure, debt maturities, and liquidity position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14617,"accession_number":"0001079973-26-000934","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Oncology Institute completed a strategic refinancing involving repayment of an $86 million Deerfield convertible note through a new $75 million term loan from OrbiMed maturing in 2031, plus approximately $11 million in cash from the balance sheet. This constitutes creation of a new direct financial obligation (the OrbiMed term loan) and refinancing of existing debt, which is a material capital event affecting the company's liquidity, debt maturity profile, and financial flexibility.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16498,"run_id":14742,"accession_number":"0001079973-26-000934","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"As part of the debt refinancing, The Oncology Institute issued warrant agreements to Deerfield Partners to purchase 10,025,535 shares of common stock with no additional consideration paid. This unregistered equity issuance under Section 4(a)(2) of the Securities Act represents a dilutive grant that increases the outstanding share count and potential voting power.","company_name":"Oncology Institute, Inc.","ticker":"TOIIW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14616,"accession_number":"0001079973-26-000934","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company issued warrant agreements to purchase 10,025,535 shares of common stock to Deerfield Partners as part of debt repayment, with no additional consideration paid. This is an unregistered equity issuance under Section 4(a)(2) of the Securities Act, representing a dilutive equity grant that increases the outstanding share count and potential voting power. The press release confirms this was part of a strategic refinancing transaction, making it material to investors assessing capital structure and shareholder dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14614,"accession_number":"0001079973-26-000934","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Oncology Institute entered into a $75 million term loan facility with OrbiMed on July 1, 2026, creating a new direct financial obligation. The company drew the full amount on the closing date and used proceeds to refinance existing convertible debt. This is a material debt issuance under Item 1.01, distinct from a covenant breach or going-concern issue—it represents the creation of new indebtedness with a 5-year maturity and customary covenants including a minimum net revenue requirement of $700 million.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"Oncology Institute, Inc.","ticker":"TOIIW","filing_date":"2026-07-07"},{"id":14615,"accession_number":"0001079973-26-000934","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Oncology Institute completed a strategic refinancing in which it repaid an outstanding $86 million Deerfield convertible note through a new $75 million term loan from OrbiMed maturing in 2031, supplemented by approximately $11 million in cash from the balance sheet. This constitutes creation of a new direct financial obligation (the OrbiMed term loan) that replaces an existing debt obligation, materially affecting the company's capital structure, debt maturities, and liquidity position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"Oncology Institute, Inc.","ticker":"TOIIW","filing_date":"2026-07-07"},{"id":14616,"accession_number":"0001079973-26-000934","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company issued warrant agreements to purchase 10,025,535 shares of common stock to Deerfield Partners as part of debt repayment, with no additional consideration paid. This is an unregistered equity issuance under Section 4(a)(2) of the Securities Act, representing a dilutive equity grant that increases the outstanding share count and potential voting power. The press release confirms this was part of a strategic refinancing transaction, making it material to investors assessing capital structure and shareholder dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"Oncology Institute, Inc.","ticker":"TOIIW","filing_date":"2026-07-07"},{"id":14617,"accession_number":"0001079973-26-000934","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Oncology Institute completed a strategic refinancing involving repayment of an $86 million Deerfield convertible note through a new $75 million term loan from OrbiMed maturing in 2031, plus approximately $11 million in cash from the balance sheet. This constitutes creation of a new direct financial obligation (the OrbiMed term loan) and refinancing of existing debt, which is a material capital event affecting the company's liquidity, debt maturity profile, and financial flexibility.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T21:01:44.608619+00:00","company_name":"Oncology Institute, Inc.","ticker":"TOIIW","filing_date":"2026-07-07"}]}