UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~December 1912, 2024

American Oncology Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40177

85-3984427

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification Number)


14543 Global Parkway, Suite 110 Fort Myers, FL									33913
(Address of principal executive offices)									(Zip Code)

(833) 886-1725

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the ~~Securities~~ Exchange Act of(17 ~~1934:~~CFR 240.14a-12)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001, per share

AONC

NONE

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

AONCW

NONE


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 or Rule 12b~~13e-24(c) ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR 240.13e-4(c))

~~Emerging~~Securities ~~growth~~registered ~~company~~pursuant oto Section 12(b) of the Act:

IfTitle anof ~~emerging~~each ~~growth~~class ~~company,~~TradingSymbol(s) ~~indicate~~Name byof ~~check~~each ~~mark~~exchangeon ifwhich ~~the~~registered ~~registrant~~None ~~has~~N/A ~~elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o~~N/A

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 ~~Entry~~of ~~Into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~July~~growth 19, 2024, American Oncology Network, Inc. (the “Company”) and AEA Growth Management LP (“AEA”) entered into a Stockholders Agreement that provides for certain customary shareholder protection in the event that AEA and their affiliated entities (the “AEA Parties”) collectively and beneficially own at least 40% of outstanding voting power of the Company (the “Stockholders Agreement Effectiveness Date”). company☐

~~The~~If ~~shareholder~~an ~~protections~~emerging ~~include~~growth company, indicate by check mark if the ~~following:~~registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~•Independent~~Item 5.07. ~~Board~~Submission ~~Members and Corporate Governance: Designation~~ of ~~two~~Matters ~~directors (the “Independent Directors”) for whom the AEA Parties have agreed~~ to ~~vote~~a inVote ~~director elections for election to the Company’s board~~ of ~~directors~~Security (the “Board”), including (i) at least one independent director by mutual agreement of the other then-sitting independent directors and (ii) one minority independent director (the “Minority Independent Director”), and maintenance of the Nominating and Governance Committee of the Board, which shall be comprised of at least two independent directorsHolders.

~~•Co-sale~~The ~~right:~~2024 InAnnual ~~the~~Meeting ~~event~~of American Oncology Network, Inc. (the ~~AEA~~“Company”) ~~Parties~~was ~~propose~~held on December 12, 2024, to ~~sell~~consider ~~more~~and ~~than~~vote ~~10%~~upon of(i) the ~~Company’s~~election ~~outstanding~~of ~~equity~~William ~~securities,~~J. Valle and James Stith as the ~~other~~Class ~~shareholders~~I Directors of the Company, ~~have~~and ~~the~~(ii) ~~right~~ratification toof ~~participate~~PricewaterhouseCoopers inLLP ~~such~~as ~~sale,~~the ~~subject~~independent registered public accounting firm to ~~certain~~audit ~~exceptions~~the ~~(such~~financial ~~sale~~statements afor ~~“Co-Sale~~the ~~Transaction”)~~2024 fiscal year.

~~•Minority~~Of ~~Independent~~the ~~Director~~42,943,336 ~~Consent:~~shares ~~For~~entitled ~~two~~to ~~years~~vote ~~following~~(based ~~the~~on ~~Stockholders~~outstanding ~~Agreement~~voting ~~Effectiveness Date~~power), ~~without~~a ~~the~~total ~~consent~~ of ~~the Minority Independent Director~~23,637,544 ~~the~~votes ~~Company~~were ~~shall~~represented ~~not~~in ~~(i)~~person ~~amend~~or ~~its~~by ~~charter~~proxy, ~~bylaws~~representing orapproximately ~~organization~~55% ~~documents~~ of ~~any of~~ the ~~Company’s~~issued ~~subsidiaries~~and ~~that~~outstanding ~~would~~voting ~~adversely~~power ~~affect the rights~~ of the ~~minority stockholders in a disproportionate manner~~Company, ~~nor~~which ~~(ii)~~constituted ~~enter into any transaction with the AEA Parties, other than (x)~~ a ~~Co-Sale Transaction, (y) any transaction expressly permitted under the Stockholders Agreement, and (z) standard employee benefits and director and officer indemnification agreements~~quorum.

~~•AEA~~Set ~~Parties~~forth ~~Standstill:~~below ~~The~~are ~~AEA~~the ~~Parties~~proposals ~~agree~~voted toupon ~~refrain~~at ~~from taking any action that would directly or indirectly cause its ownership of~~ the ~~Company~~2024 toAnnual ~~exceed~~Meeting ~~80%~~and of the ~~Company’s~~final ~~outstanding~~ voting ~~power, without the consent in writing of the Minority Independent Director~~results.

~~The~~Election ~~Stockholder Agreement terminates upon the earliest~~ of ~~(i)~~Class ~~the~~I consummation of a short-form merger pursuant to Section 253 of the Delaware General Corporation Law, (ii) the date that the AEA Parties cease to beneficially own, directly or indirectly, at least 25% of the outstanding voting securities of the Company, (iii) the time at which none of the Company’s securities are owned by any person or entity other than the AEA Parties, and (iv) June 10, 2027, if the Stockholders Agreement Effectiveness Date has not occurred by then.Directors

The stockholders approved the election of William J. Valle and James Stith as Class I Directors. Only holders of the Company’s Series A Preferred Stock were entitled to vote for the election of James Stith because James Stith is the nominee of the holders of the Company’s Series A Preferred Stock.


Nominee	Number of Votes Cast For	Number of Votes Cast Against	Number of Abstentions	Number of Broker Non-Votes

William J. Valle	23,546,841	90,703	0	0

James Stith	7,042,674	0	0	0

Ratification of PwC

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the financial statements for the 2024 fiscal year. The voting results were as follows:


Number of Votes Cast For	Number of Votes Cast Against		Number of Abstentions		Number of Broker Non-Votes

23,360,940	72,264	204,340		0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN ONCOLOGY NETWORK, INC.
	By:	/s/ Todd Schonherz
Date: December 17, 2024	By:	/s/ Todd Schonherz
	Name:	Todd Schonherz
	Title:	Chief Executive Officer
	Dated:	July 25, 2024

Filing Compare · American Oncology Network, Inc.