SEC Form SC 13D/A filed by The Oncology Institute Inc. (Amendment)

$TOI
Medical/Nursing Services
Health Care
Get the next $TOI alert in real time by email
SC 13D/A 1 d417860dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

The Oncology Institute, Inc.

(Name of Issuer)

Common Stock, par value of $0.0001 per share

(Title of Class of Securities)

23343Q100

(CUSIP Number)

Christopher Kersey

Manager

2100 McKinney Ave, Suite 1760

Dallas, Texas 75201

Tel: (214) 420-3481

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 3, 2022

(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:  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

(Continued on following pages)

 

 

 


Common Stock CUSIP No. 23343Q100

 

  1    

  NAME OF REPORTING PERSON

 

  Havencrest Healthcare Partners, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)           (b)  

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  OO (see Item 3)

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0 shares

     8  

  SHARED VOTING POWER (1)

 

  13,896,475 shares

     9  

  SOLE DISPOSITIVE POWER

 

  0 shares

   10  

  SHARED DISPOSITIVE POWER (1)

 

  13,896,475 shares

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

  13,896,475 shares

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)

 

  18.9%

14  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Consists of 13,896,475 shares of Common Stock (as defined herein) for which TOI HC I, LLC is the record owner and excludes 3,325,177 Earnout Shares (as defined herein) that may be issued to TOI HC I, LLC pursuant to the Merger Agreement (as defined herein). Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P.

(2)

Based on 73,495,500 shares of Common Stock of the Issuer (as defined herein) outstanding as of September 2, 2022, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 7, 2022.

 

2


Common Stock CUSIP No. 23343Q100

 

  1    

  NAME OF REPORTING PERSON

 

  Havencrest Healthcare Partners GP, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)          (b)  

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  OO (see Item 3)

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0 shares

     8  

  SHARED VOTING POWER (1)

 

  13,896,475 shares

     9  

  SOLE DISPOSITIVE POWER

 

  0 shares

   10  

  SHARED DISPOSITIVE POWER (1)

 

  13,896,475 shares

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

  13,896,475 shares

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)

 

  18.9%

14  

  TYPE OF REPORTING PERSON

 

  OO (Limited Liability Company)

 

(1)

Consists of 13,896,475 shares of Common Stock for which TOI HC I, LLC is the record owner and excludes 3,325,177 Earnout Shares that may be issued to TOI HC I, LLC pursuant to the Merger Agreement. Havencrest Healthcare Partners, L.P. may be deemed to have beneficial ownership of the shares directly held by TOI HC I, LLC. Havencrest Healthcare Partners GP, LLC controls Havencrest Healthcare Partners, L.P.

(2)

Based on 73,495,500 shares of Common Stock of the Issuer outstanding as of September 2, 2022.

 

3


Common Stock CUSIP No. 23343Q100

 

  1    

  NAME OF REPORTING PERSON

 

  TOI HC I, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)          (b)  

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  OO (see Item 3)

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0 shares

     8  

  SHARED VOTING POWER (1)

 

  13,896,475 shares

     9  

  SOLE DISPOSITIVE POWER

 

  0 shares

   10  

  SHARED DISPOSITIVE POWER (1)

 

  13,896,475 shares

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

  13,896,475 shares

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)

 

  18.9%

14  

  TYPE OF REPORTING PERSON

 

  OO (Limited Liability Company)

 

(1)

TOI HC I, LLC is the record owner of the shares and this amount excludes 3,325,177 Earnout Shares that may be issued to TOI HC I, LLC pursuant to the Merger Agreement.

(2)

Based on 73,495,500 shares of Common Stock of the Issuer outstanding as of September 2, 2022.

 

4


Explanatory Note

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on November 22, 2021 (the “Original Schedule 13D”). This Amendment No. 3 amends the Original Schedule 13D as specifically set forth herein.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a) and (c) of Item 5 are hereby amended and restated as follows:

(a) Based on the 73,495,500 shares of the Issuer’s Common Stock outstanding as of September 2, 2022, as reported in the Issuer’s Registration Statement on Form S-1 filed with the SEC on September 7, 2022, the shares of Common Stock held by the Reporting Persons constitute 18.9% of the outstanding shares of Common Stock of the Issuer.

Each Reporting Person disclaims beneficial ownership of the reported Common Stock except to the extent of such Reporting Person’s pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Common Stock for the purposes of Section 13(d) of the Act or any other purpose.

The shares of the Issuer’s Common Stock reported in this Item 5 do not include the Earnout Shares described in Item 3 above.

(c) The information contained in Item 4 is incorporated by reference herein. Except as set forth below or as disclosed herein, none of the Reporting Persons, or to the Reporting Persons’ knowledge, the persons set forth on Schedule I of the Original Schedule 13D has effected transactions in the Common Stock in the past 60 days.

 

On September 8, 2022, TOI HC I, LLC sold 23,500 shares of the Issuer on the open market for a weighted average price of $6.04.

On September 9, 2022, TOI HC I, LLC sold 18,900 shares of the Issuer on the open market for a weighted average price of $5.80.

On September 12, 2022, TOI HC I, LLC sold 38,000 shares of the Issuer on the open market for a weighted average price of $5.52.

On September 13, 2022, TOI HC I, LLC sold 52,500 shares of the Issuer on the open market for a weighted average price of $5.28.

On September 14, 2022, TOI HC I, LLC sold 37,785 shares of the Issuer on the open market for a weighted average price of $4.99.

 

5


On September 15, 2022, TOI HC I, LLC sold 68,500 shares of the Issuer on the open market for a weighted average price of $4.55.

On September 16, 2022, TOI HC I, LLC sold 200,000 shares of the Issuer on the open market for a weighted average price of $4.50.

On September 19, 2022, TOI HC I, LLC sold 19,629 shares of the Issuer on the open market for a weighted average price of $4.33.

On September 22, 2022, TOI HC I, LLC sold 13,086 shares of the Issuer on the open market for a weighted average price of $4.25.

On September 23, 2022, TOI HC I, LLC sold 5,375 shares of the Issuer on the open market for a weighted average price of $4.19.

On September 26, 2022, TOI HC I, LLC sold 7,153 shares of the Issuer on the open market for a weighted average price of $4.57.

On September 27, 2022, TOI HC I, LLC sold 14,074 shares of the Issuer on the open market for a weighted average price of $4.69.

On September 28, 2022, TOI HC I, LLC sold 12,642 shares of the Issuer on the open market for a weighted average price of $4.72.

On September 29, 2022, TOI HC I, LLC sold 21,000 shares of the Issuer on the open market for a weighted average price of $4.62.

On September 30, 2022, TOI HC I, LLC sold 11,000 shares of the Issuer on the open market for a weighted average price of $4.68.

On October 3, 2022, TOI HC I, LLC sold 16,765 shares of the Issuer on the open market for a weighted average price of $4.72.

On October 4, 2022, TOI HC I, LLC sold 23,447 shares of the Issuer on the open market for a weighted average price of $4.85.

On October 5, 2022, TOI HC I, LLC sold 14,060 shares of the Issuer on the open market for a weighted average price of $4.78.

On October 6, 2022, TOI HC I, LLC sold 33,509 shares of the Issuer on the open market for a weighted average price of $4.45.

On October 7, 2022, TOI HC I, LLC sold 14,652 shares of the Issuer on the open market for a weighted average price of $4.63.

On October 10, 2022, TOI HC I, LLC sold 21,500 shares of the Issuer on the open market for a weighted average price of $4.33.

 

6


On October 11, 2022, TOI HC I, LLC sold 25,000 shares of the Issuer on the open market for a weighted average price of $4.66.

On October 12, 2022, TOI HC I, LLC sold 14,343 shares of the Issuer on the open market for a weighted average price of $4.70.

On October 13, 2022, TOI HC I, LLC sold 25,200 shares of the Issuer on the open market for a weighted average price of $4.67.

On October 14, 2022, TOI HC I, LLC sold 9,800 shares of the Issuer on the open market for a weighted average price of $4.54.

On October 17, 2022, TOI HC I, LLC sold 8,249 shares of the Issuer on the open market for a weighted average price of $4.60.

On October 18, 2022, TOI HC I, LLC sold 12,200 shares of the Issuer on the open market for a weighted average price of $4.63.

On October 19, 2022, TOI HC I, LLC sold 17,500 shares of the Issuer on the open market for a weighted average price of $4.68.

On October 20, 2022, TOI HC I, LLC sold 12,000 shares of the Issuer on the open market for a weighted average price of $4.83.

On October 21, 2022, TOI HC I, LLC sold 20,000 shares of the Issuer on the open market for a weighted average price of $ 4.96.

On October 24, 2022, TOI HC I, LLC sold 29,400 shares of the Issuer on the open market for a weighted average price of $ 4.98.

On October 25, 2022, TOI HC I, LLC sold 30,400 shares of the Issuer on the open market for a weighted average price of $5.10.

On October 26, 2022, TOI HC I, LLC sold 52,500 shares of the Issuer on the open market for a weighted average price of $5.16.

On October 27, 2022, TOI HC I, LLC sold 35,000 shares of the Issuer on the open market for a weighted average price of $5.09.

On October 28, 2022, TOI HC I, LLC sold 52,091 shares of the Issuer on the open market for a weighted average price of $4.84.

On October 31, 2022, TOI HC I, LLC sold 41,855 shares of the Issuer on the open market for a weighted average price of $4.69.

On November 1, 2022, TOI HC I, LLC sold 50,272 shares of the Issuer on the open market for a weighted average price of $4.26.

 

7


On November 2, 2022, TOI HC I, LLC sold 58,500 shares of the Issuer on the open market for a weighted average price of $3.94.

On November 3, 2022, TOI HC I, LLC sold 45,500 shares of the Issuer on the open market for a weighted average price of $3.58.

On November 4, 2022, TOI HC I, LLC sold 50,200 shares of the Issuer on the open market for a weighted average price of $3.39.

On November 7, 2022, TOI HC I, LLC sold 19,167 shares of the Issuer on the open market for a weighted average price of $3.28.

 

8


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.

 

November 7, 2022     HAVENCREST HEALTHCARE PARTNERS, L.P.
    By: Havencrest Healthcare Partners GP, LLC, its general partner
    By:   /s/ Kyle Seco
    Name:   Kyle Seco
    Title:   Attorney-in-fact
    HAVENCREST HEALTHCARE PARTNERS, GP, LLC
    By:   /s/ Kyle Seco
    Name:   Kyle Seco
    Title:   Attorney-in-fact
    TOI HC I, LLC
    By:   /s/ Kyle Seco
    Name:   Kyle Seco
    Title:   Attorney-in-fact

 

9

Get the next $TOI alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$TOI

DatePrice TargetRatingAnalyst
2/26/2024$2.50Buy
Jefferies
9/14/2022$7.00Buy
Guggenheim
8/15/2022$10.00Buy
Jefferies
More analyst ratings

$TOI
Press Releases

Fastest customizable press release news feed in the world

See more
  • TOI Launches Florida Oncology Network, a Fully Delegated Cancer Care Network, and Announces Four Additional Value-based Contracts in Q1

    CERRITOS, Calif., March 31, 2025 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (NASDAQ:TOI) ("TOI" or the "Company"), one of the largest value-based community oncology groups in the United States, today proudly announced the launch of the Florida Oncology Network. This new fully delegated network will expand access to high-quality, coordinated cancer care for Florida residents. The Florida Oncology Network includes TOI Clinics and a robust panel of value-focused medical and radiation oncologists strategically located throughout the state. The network is designed to provide comprehensive cancer care that is accessible, affordable, and focused on outcomes for patients and payor partners.

    $TOI
    Medical/Nursing Services
    Health Care
  • The Oncology Institute Reports Fourth Quarter and Full Year 2024 Financial Results and Guidance for 2025

    CERRITOS, Calif., March 24, 2025 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (NASDAQ:TOI) ("TOI" or the "Company"), one of the largest value-based community oncology groups in the United States, today reported financial results for its fourth quarter and year ended December 31, 2024. Recent Operational Highlights Cash flow from operations in Q4 2024 was approximately $4.2 million, due to disciplined working capital management that saw improvements across receivables, inventory, and payables.Selling, general, and administrative expenses decreased 12% in Q4 2024 as compared to the prior year period, as a result of our ongoing efforts to streamline operations, improve efficiency, and o

    $TOI
    Medical/Nursing Services
    Health Care
  • The Oncology Institute Announces $16.5 million Private Placement

    CERRITOS, Calif., March 24, 2025 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (NASDAQ:TOI) ("TOI" or the "Company"), one of the largest value-based community oncology groups in the United States, today announced it has entered into a securities purchase agreement (the "Securities Purchase Agreement") with accredited investors for a private placement that is expected to result in gross proceeds of approximately $16.5 million, before deducting placement agent fees and offering expenses (the "Private Placement"). The Private Placement includes participation from existing investors, as well as members of the Company's management team and Board of Directors and is expected to close on March

    $TOI
    Medical/Nursing Services
    Health Care

$TOI
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$TOI
Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

See more

$TOI
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$TOI
SEC Filings

See more

$TOI
Leadership Updates

Live Leadership Updates

See more
  • Jordan McInerney Appointed as Chief Development Officer of The Oncology Institute

    CERRITOS, Calif., April 08, 2024 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. and its affiliates (NASDAQ:TOI) is pleased to announce the appointment of Jordan McInerney as the new Chief Development Officer (CDO), effective April 1, 2024. In this role, Mr. McInerney will spearhead growth initiatives for The Oncology Institute across diverse markets, including cultivating new partnerships with payors, driving M&A processes for acquisition targets, and establishing MSO platforms to deliver value-based oncology care nationwide. Bringing over 15 years of healthcare leadership, McInerney most recently served as the Chief Operations Officer of HOPCo Network Solutions, a subsidiary of Hea

    $TOI
    Medical/Nursing Services
    Health Care
  • The Oncology Institute Names Jeremy Castle as Chief Operations Officer

    CERRITOS, Calif., Oct. 11, 2023 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (NASDAQ:TOI) has announced the appointment of Jeremy Castle, MBA, as Chief Operations Officer, effective September 5, 2023. In this role, Mr. Castle leads enterprise field and central operations, pharmacy, real estate, and practice integration, playing a key role in driving TOI's success as a public company. Mr. Castle joins TOI with over 15 years of oncology industry experience, and has a track record of driving growth and profitability for multi-state physician groups. He has had other senior leadership positions, including Mr. Castle having previously served as the Chief Operating Officer for United Urolog

    $TOI
    Medical/Nursing Services
    Health Care
  • The Oncology Institute Announces Leadership Transition

    CERRITOS, Calif., June 12, 2023 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (NASDAQ:TOI) ("TOI" or the "Company"), one of the largest value-based community oncology groups in the United States, today announced that, by mutual agreement with the Board of Directors, Brad Hively will step down as Chief Executive Officer effective June 30, 2023. Dr. Daniel Virnich, the current President of TOI, will become CEO. Mr. Hively will transition to the role of Vice Chairman of the Board of Directors. Dr. Daniel Virnich has been with The Oncology Institute since 2020, initially as Chief Operating Officer before being promoted to President. He joined TOI from DaVita where he was most recently Pres

    $TOI
    Medical/Nursing Services
    Health Care

$TOI
Financials

Live finance-specific insights

See more
  • The Oncology Institute Reports Fourth Quarter and Full Year 2024 Financial Results and Guidance for 2025

    CERRITOS, Calif., March 24, 2025 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (NASDAQ:TOI) ("TOI" or the "Company"), one of the largest value-based community oncology groups in the United States, today reported financial results for its fourth quarter and year ended December 31, 2024. Recent Operational Highlights Cash flow from operations in Q4 2024 was approximately $4.2 million, due to disciplined working capital management that saw improvements across receivables, inventory, and payables.Selling, general, and administrative expenses decreased 12% in Q4 2024 as compared to the prior year period, as a result of our ongoing efforts to streamline operations, improve efficiency, and o

    $TOI
    Medical/Nursing Services
    Health Care
  • The Oncology Institute Announces Fourth Quarter and Full Year 2024 Earnings Release Date and Conference Call

    CERRITOS, Calif., March 04, 2025 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. ("TOI") (NASDAQ:TOI) one of the largest value-based oncology groups in the United States, today announced that the company will release its fourth quarter and full year 2024 financial results after the market close on Tuesday, March 25, 2025, to be followed by a conference call the same day at 5:00 p.m. (Eastern Time). The conference call can be accessed live over the phone by dialing 1-877-407-0789 or for international callers, 1-201-689-8562. A replay will be available two hours after the call and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the

    $TOI
    Medical/Nursing Services
    Health Care
  • The Oncology Institute Reports Third Quarter 2024 Financial Results

    CERRITOS, Calif., Nov. 13, 2024 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (NASDAQ:TOI) ("TOI" or the "Company"), one of the largest value-based community oncology groups in the United States, today reported financial results for its three and nine months ended September 30, 2024. Recent Operational Highlights Include 79.9% increase in Dispensary segment revenue compared to prior year quarterWelcomed Rob Carter, as our new Chief Financial Officer3 new capitation contracts signed across 2 states including both medical and radiation oncology services, which brings to 13 our 2024 newly signed capitation contractsStarted second capitation contract in Florida directly with a health plan

    $TOI
    Medical/Nursing Services
    Health Care

$TOI
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more