8-K current report · filed Jul 7, 2026

Oncology Institute, Inc. (TOI) 8-K Current Report: July 7, 2026

Item 1.01Item 2.03Item 3.02Item 7.01Item EX-99.1TOI overview

Short answer

Oncology Institute, Inc. (TOI) filed an 8-K current report with the SEC on July 7, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation), Item 3.02 (Unregistered Sales of Equity Securities), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). $75M term loan drawn in full, maturing July 1, 2031.

Oncology Institute, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • $75M term loan drawn in full, maturing July 1, 2031
  • Interest rate: higher of one-month SOFR or 3.00%, plus 5.75%
  • Proceeds plus cash repaid approximately $86M of 4% convertible notes due 2027
  • First-priority liens on substantially all company and guarantor assets increase lender protections
  • $700M minimum trailing-twelve-month net revenue covenant begins December 31, 2027

Item 2.03 · Creation of a Direct Financial Obligation

  • Item 2.03 indicates a direct financial obligation or off-balance-sheet arrangement

Item 3.02 · Unregistered Sales of Equity Securities

  • Warrants issued to Deerfield Partners and affiliates as part of 2027 Convertible Notes repayment
  • 10,025,535 common shares underlying warrants, creating substantial potential dilution
  • Initial exercise price $8.567 per share; expiration August 9, 2027
  • No upfront consideration received; issuance relied on Securities Act Section 4(a)(2) exemption

Item 7.01 · Regulation FD Disclosure

  • Exhibit 99.1 furnished under Regulation FD, not deemed filed under Exchange Act Section 18
  • Exhibit excluded from automatic incorporation into Securities Act filings unless specifically referenced
  • No substantive operating, financial, or strategic disclosure in the provided text

Item EX-99.1 · Exhibit EX-99.1

  • $86 million Deerfield convertible note repaid through $75 million OrbiMed term loan plus approximately $11 million cash
  • New OrbiMed term loan matures in 2031, extending debt maturities and reducing near-term refinancing pressure
  • Refinancing completed without additional equity, avoiding dilution for existing shareholders
  • Balance-sheet cash declined approximately $11 million, while management expects improved liquidity and operating flexibility
  • Financing supports TOI’s growth strategy, but future performance remains exposed to reimbursement, liquidity, and execution risks

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