SEC Form SC 13D filed by Digital Transformation Opportunities Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. __)*

American Oncology Network, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

028719102 (CUSIP Number)

Manfred Yu

HealthQuest Tactical Opportunities Fund, L.P.

555 Twin Dolphin Drive

Suite 370

Redwood City, CA 94065 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:

Jason Ford, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

550 Allerton Street, Redwood City, CA 94063

(650) 321-2400

October 30, 2023

(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.

^*Represents 2,046,775 shares of Series A Preferred Stock held directly by HealthQuest Tactical Opportunities. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 13 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 2,046,775 shares of Series A Preferred Stock held by HealthQuest Tactical Opportunities).

^*Represents 2,046,775 shares of Series A Preferred Stock held directly by HealthQuest Tactical Opportunities. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 13 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 2,046,775 shares of Series A Preferred Stock held by HealthQuest Tactical Opportunities).

^*Represents 2,046,775 shares of Series A Preferred Stock held directly by HealthQuest Tactical Opportunities. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 13 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 2,046,775 shares of Series A Preferred Stock held by HealthQuest Tactical Opportunities).

This joint statement on Schedule 13D (this “Statement”) is filed with respect to the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of American Oncology Network, Inc., a Delaware corporation (the “Issuer”) to reflect the acquisition of Class A Common Stock by HealthQuest Tactical Opportunities Fund, L.P. (“HealthQuest Tactical Opportunities”) and HealthQuest TOF Management, L.L.C. (“HealthQuest TOF Management”), and Dr. Garheng Kong (“Kong”). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration.

On October 30, 2023, HealthQuest Tactical Opportunities purchased (i) 1,486,695 shares of Series A Preferred Stock for an aggregate purchase price of $14,527,189.74 from AEA Growth Equity Fund LP (“AEA Growth”) and (ii) 560,080 shares of Series A Preferred Stock for an aggregate purchase price of $5,472,802.72 from AEA Growth Equity Fund (Parallel) LP (“AEA Growth Parallel”) pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”) dated October 9, 2023 among AEA Growth, AEA Growth Parallel and HealthQuest Tactical Opportunities. Each share of the Series A Preferred Stock is convertible into shares of Class A Common Stock of the Issuer at any time, at the Reporting Person’s election. The number of shares of the Issuer’s Class A Common Stock received upon conversion of a share of Series A Preferred Stock equals the quotient of (A) the sum of (i) the original issue price of $10.00, as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after September 20, 2023, and (ii) any accrued and unpaid dividends on such share, divided by (B) an initial conversion price of $10.00, which is subject to certain anti-dilution adjustments. The Series A Preferred Stock is perpetual and therefore has no expiration date.

Unless noted above, the source of the funds for all purchases and acquisitions by the Reporting Persons was from working capital.

Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.

Item 4. Purpose of Transaction

The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a, b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 9,532,354 shares of Class A Common Stock outstanding, as reported in the Issuer’s Form 8-K, filed with the United States Securities and Exchange Commission (the “Commission”) on September 26, 2023.

(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) Under certain circumstances set forth in the limited partnership agreement of HealthQuest Tactical Opportunities, the general partner and limited partners of HealthQuest Tactical Opportunities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.

Pursuant to that certain Amended and Restated Registration Rights Agreement, dated September 20, 2023, by and among the Issuer and certain key stockholders of the Issuer, including HealthQuest Tactical Opportunities (collectively, the “Holders” and such agreement, the “Registration Rights Agreement”), the Issuer agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, certain shares of Class A Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time. The parties to the Registration Rights Agreement are entitled to certain demand and piggyback registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement. The Registration Rights Agreement will terminate on the earlier of (i) the tenth anniversary of the date of the Registration Rights Agreement and (ii) with respect to the Sponsor (as defined therein) or any holder of registrable securities party thereto, the date that such person no longer holds any registrable securities.

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.