Amendment: SEC Form SCHEDULE 13D/A filed by The Oncology Institute Inc.
$TOI
Medical/Nursing Services
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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The Oncology Institute, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
23343Q100 (CUSIP Number) |
Gabriel Ling c/o M33 Growth I LP, 888 Boylston Street, Suite 500 Boston, MA, 02199 1 (617) 877-0046 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 23343Q100 |
| 1 |
Name of reporting person
M33 Growth I LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,543,172.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) This Schedule 13D is filed by M33 Growth I LP ("M33 LP"), M33 Growth I GP LLC ("M33 LLC") and TOI M, LLC ("TOI M" and, with M33 LP, collectively, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) Consists of (i) 16,420,701 shares held by M33 LP and (ii) 1,122,471 shares issuable upon exercise of Warrants (as defined below) held by M33 LP. M33 LLC serves as the sole general partner of M33 LP and, as such, M33 LLC possesses voting and dispositive power over the shares held by M33 LP, and may be deemed to have indirect beneficial ownership of the shares held by M33 LP. Excludes 235,978 additional shares issuable upon exercise of the Warrants that would result in beneficial ownership by the Reporting Persons in excess of 19.99% of the total number of shares of common stock outstanding as such Warrants contain exercise limitations prohibiting any exercise that would result in beneficial ownership of the Reporting Persons exceeding such threshold.
(3) This percentage is calculated based upon 87,759,739 shares of the Issuer's (as defined herein) common stock outstanding as of March 26, 2025, consisting of (i) 75,753,229 shares of the Issuer's common stock outstanding as of March 10, 2025, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by the Issuer with the Securities and Exchange Commission (the "SEC") on March 26, 2025 and (ii) 12,006,510 shares of common stock issued in the PIPE Transaction (as defined below).
SCHEDULE 13D
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| CUSIP No. | 23343Q100 |
| 1 |
Name of reporting person
M33 Growth I GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,543,172.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) Consists of (i) 16,420,701 shares held by M33 LP and (ii) 1,122,471 shares issuable upon exercise of Warrants (as defined below) held by M33 LP. M33 LLC serves as the sole general partner of M33 LP and, as such, M33 LLC possesses voting and dispositive power over the shares held by M33 LP, and may be deemed to have indirect beneficial ownership of the shares held by M33 LP. Excludes 235,978 additional shares issuable upon exercise of the Warrants that would result in beneficial ownership by the Reporting Persons in excess of 19.99% of the total number of shares of common stock outstanding as such Warrants contain exercise limitations prohibiting any exercise that would result in beneficial ownership of the Reporting Persons exceeding such threshold.
(3) This percentage is calculated based upon 87,759,739 shares of the Issuer's common stock outstanding as of March 26, 2025, consisting of (i) 75,753,229 shares of the Issuer's common stock outstanding as of March 10, 2025, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by the Issuer with the SEC on March 26, 2025 and (ii) 12,006,510 shares of common stock issued in the PIPE Transaction.
SCHEDULE 13D
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| CUSIP No. | 23343Q100 |
| 1 |
Name of reporting person
TOI M, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,552,580.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D.
(2) This percentage is calculated based upon 87,759,739 shares of the Issuer's common stock outstanding as of March 26, 2025, consisting of (i) 75,753,229 shares of the Issuer's common stock outstanding as of March 10, 2025, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by the Issuer with the SEC on March 26, 2025 and (ii) 12,006,510 shares of common stock issued in the PIPE Transaction.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
The Oncology Institute, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
18000 Studebaker Road, Suite 800, Cerritos,
CALIFORNIA
, 90703. | |
Item 1 Comment:
This Amendment No. 3 (the "Amendment") to Schedule 13D amends and supplements the Schedule 13D originally filed with the SEC on November 22, 2021, as amended by Amendment No. 1 filed with the SEC on July 12, 2022, and Amendment No. 2 filed with the SEC on September 26, 2022 (as amended, the "Schedule 13D"), on behalf of M33 Growth I LP ("M33 LP"), M33 Growth I GP LLC ("M33 LLC") and TOI M, LLC ("TOI M" and, together with M33 LP and M33 LLC, collectively, the "Reporting Persons"), relates to the common stock, $0.001 par value ("Common Stock"), of The Oncology Institute, Inc., a Delaware corporation (the "Issuer" or "TOI"). The Items below amend and supplement the information disclosed under the corresponding Items of Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby supplemented as follows:
On March 26, 2025, pursuant to a Securities Purchase Agreement, dated March 24, 2025, M33 purchased an aggregate of 1,358,449 units ("Units") consisting of 2,716,898 shares of Common Stock and 1,358,449 warrants to purchase shares of Common Stock for an exercise price of $1.1980 per share ("Warrants") in a private placement of Units consisting of an aggregate of 12,006,510 shares of Common Stock, as well as pre-funded warrants to purchase up to 2,886,614 shares of Common Stock and 7,446,562 to investors, including M33 and other investors who are not affiliated with any of the Reporting Persons (the "PIPE Transaction"). M33 acquired the Units for a price per Unit of $2.2084 (an aggregate purchase price of $2,999,998.77). The Warrants will expire on March 26, 2030. The purchase of the Units was financed through the use of funds on hand of the Reporting Persons.
Each of the Warrants contains a beneficial ownership limitation, preventing the exercise thereof if and to the extent that the exercise thereof would result in the holder thereof, together with its affiliates who may be deemed to have beneficial ownership of the securities held thereby, being deemed to have beneficial ownership of greater than 19.99% of the outstanding shares of Common Stock. As a result, a portion of such Warrants is not presently exercisable and none of the Reporting Persons may be deemed to have beneficial ownership of the shares of Common Stock issuable upon exercise thereof. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented as follows:
The information set forth in Item 3 of this Statement, as amended therein, is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated as follows:
(a) and (b) See Items 7-11 of the cover pages of this Statement, as amended, and Item 3 of the Statement. | |
| (c) | Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. | |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby supplemented as follows:
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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