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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


ý			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 001-39248

The Oncology Institute, Inc.

(Exact name of registrant as specified in its charter)


Delaware									84-3562323
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

18000 Studebaker Road, Suite 800									90703
Cerritos, California
(Address of Principal Executive Offices)									(Zip Code)

(562) 735-3226

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	TOI	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share	TOIIW	The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	ý	Smaller reporting company	ý
		Emerging growth company	ý

If an emerging growth company, indicate by check mark if the 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

As of November 6, 2025, the registrant had 98,381,340 shares of common stock outstanding.

THE ONCOLOGY INSTITUTE, INC.

Form 10-Q

For the Period Ended September 30, 2025

Table of Contents


			Page
Part I – Financial Information			4
Item 1. Financial Statements (unaudited)			4
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024			4
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024			6
Condensed Consolidated Statements of Changes in Stockholders' Equity (D eficit) for the Three and Nine Months Ended Sep tember 30, 2025 and 2024			7
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024			9
Notes to Condensed Consolidated Financial Statements			11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			40
Item 3. Quantitative and Qualitative Disclosures About Market Risk			52
Item 4. Controls and Procedures			52
Part II – Other Information			54
Item 1. Legal Proceedings			54
Item 1A. Risk Factors			54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			54
Item 3. Defaults Upon Senior Securities			54
Item 4. Mine Safety Disclosures			54
Item 5. Other Information			54
Item 6. Exhibits			55
Signatures			57

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


THE ONCOLOGY INSTITUTE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (US Dollars in thousands, except share data)
	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	27,658	$	49,669

Accounts receivable, net	59,639		48,335
Other receivables	339		346
Inventories	18,882		10,039
Prepaid expenses and other current assets	3,574		4,029
Total current assets	110,092		112,418

Property and equipment, net	10,714		11,888
Operating right of use assets	23,265		25,782
Intangible assets, net	11,732		14,810
Goodwill	7,230		7,230
Other assets	586		589
Total assets	$	163,619	$	172,717
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	35,634	$	24,324
Current portion of operating lease liabilities	7,161		6,798


Accrued expenses and other current liabilities	22,785		21,093
Total current liabilities	65,580		52,215
Operating lease liabilities	20,195		23,223
Derivative warrant liabilities	262		17

Conversion option derivative liabilities	13,658		385
Long-term debt, net of unamortized debt issuance costs	76,195		93,131
Other non-current liabilities	3		125
Deferred income taxes liability	—		32
Total liabilities	175,893		169,128
Commitments and contingencies (Note 15)	—		—
Stockholders’ equity (deficit):
Common Stock, $0.0001 par value, authorized 500,000,000 shares; 99,303,511 shares issued and 97,569,737 shares outstanding at September 30, 2025 and 77,470,886 shares issued and 75,737,112 shares outstanding at December 31, 2024	10		8
Series A Convertible Preferred Stock, $0.0001 par value, authorized 10,000,000 shares; 193,507 shares issued and outstanding at September 30, 2025 and 165,045 shares issued and outstanding at December 31, 2024	—		—
Additional paid-in capital	252,646		215,413
Treasury Stock at cost, 1,733,774 shares at September 30, 2025 and December 31, 2024	(1,019)		(1,019)
Accumulated deficit	(263,911)		(210,813)
Total stockholders’ equity (deficit)	(12,274)		3,589
Total liabilities and stockholders’ equity (deficit)	$	163,619	$	172,717

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Note: The Company’s condensed consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). The condensed consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $91,447 and $70,804 as of September 30, 2025 and December 31, 2024, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaling $303,072 and $274,001 as of September 30, 2025 and December 31, 2024, respectively. See Note 16 for further details.

See accompanying notes to the condensed consolidated financial statements.

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THE ONCOLOGY INSTITUTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(US Dollars in thousands, except share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue
Patient services	$	60,195	$	49,752	$	169,154	$	154,666
Dispensary	75,895		48,210		187,761		132,329
Clinical trials & other	474		1,939		3,857		6,150
Total operating revenue	136,564		99,901		360,772		293,145
Operating expenses
Direct costs – patient services	54,572		45,118		152,802		141,137
Direct costs – dispensary	63,072		40,091		154,021		111,701
Direct costs – clinical trials & other	—		326		279		946

Selling, general and administrative expense	25,251		26,646		77,534		82,970
Depreciation and amortization	1,723		1,573		5,312		4,580
Total operating expenses	144,618		113,754		389,948		341,334
Loss from operations	(8,054)		(13,853)		(29,176)		(48,189)
Other non-operating expense (income)
Interest expense, net	1,920		2,225		9,360		6,328
Change in fair value of derivative warrant liabilities	150		(20)		246		(572)

Change in fair value of conversion option derivative liabilities	5,977		—		13,273		(2,568)

Other, net	403		55		1,174		104
Total other non-operating loss	8,450		2,260		24,053		3,292
Loss before provision for income taxes	(16,504)		(16,113)		(53,229)		(51,481)
Income tax benefit	—		—		131		—
Net loss	$	(16,504)	$	(16,113)	$	(53,098)	$	(51,481)
Net loss attributable to common stockholders, basic and diluted	$	(13,770)	$	(13,223)	$	(43,878)	$	(42,179)
Net loss per share attributable to common stockholders:
Basic	$	(0.14)	$	(0.18)	$	(0.49)	$	(0.56)
Diluted	$	(0.14)	$	(0.18)	$	(0.49)	$	(0.56)
Weighted-average number of shares outstanding:
Basic	97,474,797		75,524,823		89,333,733		74,838,340
Diluted	97,474,797		75,524,823		89,333,733		74,838,340

See accompanying notes to the condensed consolidated financial statements.

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THE ONCOLOGY INSTITUTE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(US Dollars in thousands, except share data)

(Unaudited)


	Common Stock			Preferred Stock
	Shares	Amount		Shares	Amount		Treasury Stock		Additional Paid in Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
Balance at December 31, 2024	77,470,886	$	8	165,045	$	—	$	(1,019)	$	215,413	$	(210,813)	$	3,589
Net loss	—	—		—	—		—		—		(19,585)		(19,585)
Issuance of common stock upon vesting RSUs	1,023,867	—		—	—		—		—		—		—
Issuance of common stock upon exercise of options	160,537	—		—	—		—		137		—		137
Issuance of common stock upon private placement, net	12,006,510	1		—	—		—		15,358		—		15,359
Issuance of preferred stock upon exchange of debt for equity	—	—		37,233	—		—		4,111		—		4,111
Share-based compensation expense	—	—		—	—		—		1,458		—		1,458
Balance at March 31, 2025	90,661,800	$	9	202,278	$	—	$	(1,019)	$	236,477	$	(230,398)	$	5,069
Net loss	—	—		—	—		—		—		(17,009)		(17,009)
Issuance of common stock upon vesting RSUs	642,020	—		—	—		—		—		—		—
Issuance of common stock upon exercise of options	2,484,480	—		—	—		—		2,203		—		2,203
Issuance of common stock upon exercise of warrants	368,096	—		—	—		—		—		—		—
Conversion of preferred stock to common stock	857,200	—		(8,572)	—		—		—		—		—
Share-based compensation expense	—	—		—	—		—		752		—		752
Balance at June 30, 2025	95,013,596	$	9	193,706	$	—	$	(1,019)	$	239,432	$	(247,407)	$	(8,985)
Net loss	—	—		—	—		—		—		(16,504)		(16,504)
Issuance of common stock upon vesting RSUs	159,905	—		—	—		—		—		—		—
Issuance of common stock upon exercise of options	336,820	—		—	—		—		355		—		355
Issuance of common stock upon exercise of warrants	321,499	—		—	—		—		385		—		385
Conversion of preferred stock to common stock	19,900	—		(199)	—		—		—		—		—
Issuance of common stock upon at the market offering, net	3,392,103	1		—	—		—		11,299		—		11,300
Share issuances through employee stock purchase plan	59,688	—		—	—		—		151		—		151
Share-based compensation expense	—	—		—	—		—		1,024		—		1,024
Balance at September 30, 2025	99,303,511	$	10	193,507	$	—	$	(1,019)	$	252,646	$	(263,911)	$	(12,274)

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	Common Stock			Preferred Stock
	Shares	Amount		Shares	Amount		Treasury Stock		Additional Paid in Capital		Accumulated Deficit		Total Stockholders’ Equity
Balance at December 31, 2023	75,879,025	$	8	165,045	$	—	$	(1,019)	$	204,186	$	(146,150)	$	57,025
Net loss	—	—		—	—		—		—		(19,889)		(19,889)
Issuance of common stock upon vesting of restricted stock units	83,020	—		—	—		—		—		—		—
Issuance of common stock upon exercise of options	84,649	—		—	—		—		73		—		73
Share-based compensation expense	—	—		—	—		—		4,087		—		4,087
Balance at March 31, 2024	76,046,694	$	8	165,045	$	—	$	(1,019)	$	208,346	$	(166,039)	$	41,296
Net loss	—	—		—	—		—		—		(15,479)		(15,479)
Issuance of common stock upon vesting RSUs	1,174,868	—		—	—		—		—		—		—
Issuance of common stock upon exercise of options	2,701	—		—	—		—		2		—		2
Share-based compensation expense	—	—		—	—		—		3,387		—		3,387
Balance at June 30, 2024	77,224,263	$	8	165,045	$	—	$	(1,019)	$	211,735	$	(181,518)	$	29,206
Net loss	—	—		—	—		—		—		(16,113)		(16,113)
Issuance of common stock upon vesting RSUs	68,586	—		—	—		—		—		—		—

Share-based compensation expense	—	—		—	—		—		2,389		—		2,389
Balance at September 30, 2024	77,292,849	$	8	165,045	$	—	$	(1,019)	$	214,124	$	(197,631)	$	15,482

See accompanying notes to the condensed consolidated financial statements.

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THE ONCOLOGY INSTITUTE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (US Dollars in thousands) (Unaudited)
	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(53,098)	$	(51,481)
Adjustments to reconcile net loss to cash and cash equivalents used in operating activities:
Depreciation and amortization	5,312		4,580
Amortization of debt issuance costs and debt discount	7,175		4,711

Write-off of assets from clinical trials segment	2,398		—
Share-based compensation	3,234		9,863
Change in fair value of liability classified warrants	246		(572)

Change in fair value of liability classified conversion option derivatives	13,273		(2,568)
Unrealized loss (gain) on investments	—		(134)
Accretion of discount on investment securities	—		(499)
Deferred taxes	(32)		—


Loss on disposal of property and equipment	—		51
Changes in operating assets and liabilities:
Accounts receivable	(12,949)		(12,142)
Other receivables	(291)		193
Inventories	(8,843)		3,572
Prepaid expenses and other current assets	1,803		(8)


Other assets	3		(27)
Accounts payable	11,929		8,476
Change in operating leases	(274)		650
Accrued expenses and other current liabilities	2,389		4,815

Other non-current liabilities	(95)		(204)
Net cash and cash equivalents used in operating activities	(27,820)		(30,724)
Cash flows from investing activities:
Purchases of property and equipment	(2,140)		(2,034)
Proceeds from asset disposition	126		—


Sales of marketable securities/investments	—		50,000
Net cash and cash equivalents provided by (used in) provided by investing activities	(2,014)		47,966
Cash flows from financing activities:
Proceeds from private placement, net of offering costs	15,359		—
Proceeds from at-the-market offering, net of offering costs	9,952		—

Proceeds from employee stock purchase plan	151		—





Payments made for financing of insurance payments	(691)		(1,002)
Payment of deferred consideration liability for acquisition	—		(2,372)
Principal payments on long-term debt	(20,000)		—
Principal payments on financing leases	(28)		(29)

Common stock issued for warrants exercised	385		—
Common stock issued for options exercised	2,695		75


Net cash and cash equivalents provided by (used in) financing activities	7,823		(3,328)
Net (decrease) increase in cash and cash equivalents	(22,011)		13,914
Cash and cash equivalents at beginning of period	49,669		33,488
Cash and cash equivalents at end of period	$	27,658	$	47,402
Supplemental disclosure of noncash investing and financing activities:

Right-of-use assets in connection with operating lease modifications	$	1,372	$	—
Proceeds from at the market offering in other current assets	$	1,348	$	—
Principal exchange of convertible note for preferred stock	$	4,111	$	—

Purchases of property and equipment included in accounts payable	$	266	$	1,667
Financed insurance premiums	$	540	$	—

Supplemental disclosure of cash flow information:

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THE ONCOLOGY INSTITUTE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (US Dollars in thousands) (Unaudited)
	Nine Months Ended September 30,
	2025		2024
Cash paid for:

Interest	$	3,036	$	3,337

See accompanying notes to the condensed consolidated financial statements.

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THE ONCOLOGY INSTITUTE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024

(US Dollars in thousands, except share data and proceeds from ATM)

Note 1. Description of the Business

Overview of the Business

The Oncology Institute, Inc. (“TOI”) was formerly known as DFP Healthcare Acquisitions Corp. ("DFPH"). DFPH was a Delaware corporation originally formed in 2019 as a publicly-traded special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination ("Business Combination"). TOI was originally founded in 2007 and is a leading, national platform delivering integrated direct care and cost management to patients and payors who are experiencing or managing members undergoing treatment for cancer and other complex medical conditions.

Through wholly-owned subsidiaries (including TOI Management, LLC (“TOI Management”)) and affiliated entities, TOI operates combined community clinics and infusion suites staffed with providers who administer latest-generation cancer treatments including chemotherapy, immunotherapy, oncolytics, and radiation oncology. Additionally, TOI provides coordinated case management, drug formulary management, and fully-delegated networks of care providers, all of which we use to drive improved treatment outcomes at the lowest possible cost to our patients and payors. Additionally, TOI operates a specialty pharmacy that includes both in-office and mail-order dispensing for complementary oral and self-injectable medications taken by our patients concurrent with their in-office cancer therapies. Given the scale, breadth, and depth of our oncological expertise, TOI also contributes significantly to clinical research in the fields of oncology, hematology, and supportive medications and devices.

On March 31, 2025, the Company entered into a Research Services Agreement ("RSA") with Helios CR, Inc. ("Helios"), effective May 5, 2025, pursuant to which the Clinical Trials segment is operated by Helios in its entirety under a profit sharing arrangement with the Company. As part of the RSA, there is a Transition Services Agreement, in which certain administrative and professional services are provided by Helios for a certain period of time. Additionally, the Company pays a management fee to Helios on a periodic basis for certain shared services. The Company recognized a $2,398 loss due to the write-off of the segment's net assets for the nine months ended September 30, 2025.

The Company has 120 oncologists and mid-level professionals across 66 clinic locations located within five states: California, Florida, Arizona, Oregon and Nevada. The Company has contractual relationships with multiple payors, serving Medicare, including Medicare Advantage, Medi-Cal, and commercial patients.

Note 2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements. However, the Company believes that the disclosures are adequate to ensure the information is not misleading. In the opinion of management, all adjustments (of normal and recurring nature) considered necessary for fair presentation have been reflected in these interim statements. As such, the information included in the accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes as of and for the year ended December 31, 2024, issued on March 26, 2025 in the Company's Annual Report on Form 10-K.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of TOI, its subsidiaries, all of which are controlled by TOI through majority voting control, and variable interest entities (“VIEs”) for which TOI (through TOI Management) is the primary beneficiary. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity or voting interest model. All significant intercompany balances and transactions have been eliminated in consolidation.

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Variable Interest Entities

The Company consolidates entities for which it has a variable interest and is determined to be the primary beneficiary. Revenues, expenses, and net income (loss) from these subsidiaries are included in the consolidated amounts as presented on the Condensed Consolidated Statements of Operations.

The Company holds, as a result of entering into master services agreements ("MSAs"), variable interests in TOI professional corporations ("TOI PCs"), which it cannot legally own. As of September 30, 2025, TOI held variable interests in TOI CA, The Oncology Institute FL, LLC, a Professional Corporation ("TOI FL"), The Oncology Institute OR, a Professional Corporation ("TOI OR"), and The Oncology Institute TX, a Professional Corporation ("TOI TX"), all of which are VIEs. The Company is the primary beneficiary of the TOI PCs and thus, consolidates the TOI PCs in its financial statements. As discussed in Note 16, the noncontrolling shareholders hold nominal interests in the VIEs and do not participate in the income or loss of the VIEs.

Liquidity

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2025, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements. The Company had cash and cash equivalents of $27,658 and an accumulated deficit of $263,911 at September 30, 2025, and a net loss of $53,098 and net cash used in operations of $27,820 for the nine months ended September 30, 2025. On February 26, 2025, the Company entered into an Amendment to the Facility Agreement (see Note 11 - Debt) in which the Company made a partial prepayment of approximately $20,000 together with accrued and unpaid interest. Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40,000 of cash and cash equivalents. Additionally, on March 24, 2025, the Company entered into a securities purchase agreement for a private placement that resulted in gross proceeds of approximately $16,500 to the Company before deducting placement agent fees and offering expenses (see Note 13 - Stockholders' Equity). Also, during the three months ended September 30, 2025, the Company sold 3.4 million shares of its Common Stock.

The Company generated approximately $11.8 million in aggregate gross proceeds from sales under the “at-the-market” offering program and paid fees to the sales agents of approximately $471 thousand.

The Company has also taken a number of other actions to increase cash flow. As one of the Company’s strategic priorities in 2024 and beyond, the Company implemented initiatives to reduce costs and more effectively manage working capital, which resulted in a 5% reduction in SG&A expenses compared to the prior year same quarter (unaudited).

Accordingly, the Company has concluded that it will have sufficient liquidity to fund its operations for at least one year from the date these consolidated financial statements are issued. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that such sources will be sufficient to satisfy its liquidity requirements in the future. If the Company cannot generate or obtain needed funds, it might be forced to make substantial reductions in its operating and capital expenses or pursue restructuring plans, which could adversely affect its business operations and ability to execute its current business strategy.

Segment Reporting

The Company presents the financial statements by segment in accordance with ASC Topic No. 280, Segment Reporting (“ASC 280”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across three operating segments: patient services, dispensary, and clinical trials & other. Each of the operating segments is also a reporting segment as described further in Note 19.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates under different assumptions or conditions. Significant items subject to such estimates and assumptions include judgments related to fee-for-service ("FFS") revenue

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recognition, estimated FFS accounts receivable and the allowance for credit losses, recoverability of long-lived and intangible assets, recoverability of goodwill, fair values of acquired identifiable assets and assumed liabilities in business combinations, fair value of intangible assets and goodwill, fair value of share-based compensation, fair value of liability classified instruments, and judgments related to deferred income taxes.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company's Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Under the two-class method, basic and diluted net loss per share attributable to common stockholders is computed by dividing the basic and diluted net loss attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options, restricted stock units, Medical RSUs (defined in Note 14), earnout shares (defined in Note 14), public warrants, private placement warrants, and Senior Secured Convertible Notes (defined in Note 11).

The treasury stock method is used to calculate the potentially dilutive effect of stock options, RSUs, public warrants, and private placement warrants. The if-converted method is used to calculate the potentially dilutive effect of the Senior Secured Notes. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential shares of common stock that are dilutive, subject to dilution sequencing rules. The earnout shares are contingently issuable; therefore, the earnout shares are excluded from basic and diluted net income (loss) per share until the market conditions have been met (see more detail on the earnout shares in Note 14). The Medical RSUs are also contingently issuable; therefore, they are excluded from basic net income (loss) per share until the performance and service conditions have been met (see more detail in Note 14). Further, the number of contingently issuable Medical RSUs included in diluted net income (loss) per share is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period and if the result would be dilutive. For the periods presented, the public and private placement warrants are out of the money; therefore, the public and private placement warrants are anti-dilutive and excluded from diluted net loss per share.

Fair Value Measurements

The Company accounts for fair value measurements under ASC Topic No. 820, Fair Value Measurements (“ASC 820”). The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 7 for further discussion):

Level 1inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The Company's fair value measurement methodology for cash and cash equivalents, accounts receivable, other receivables, and accounts payable approximates fair value because of the short maturity and high liquidity of these instruments. Fair value measurement of investment securities available for sale is based upon quoted prices from active markets, if available (Level 1). If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation methodologies. Level 2 investment securities include US Treasuries purchased in the secondary market that use pricing inputs other than quoted prices in active markets and fair value is determined using pricing models or other valuation methodologies such as broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. Contingent considerations are valued using a present value factor using credit rating yields which are considered to be a Level 3 fair value measurement. Fair value measurements used for the goodwill and intangible assets are based on the discounted cash flow method within the income approach and guideline public company method to value the reporting units, which is considered to be a Level 3 fair value measurement. The unobservable inputs utilized in determining the fair value of goodwill based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates

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the cost of capital of a market participant. Inputs used to calculate the fair value based on the market approach include the revenue and EBITDA multiples based on guidelines for similar publicly traded companies and recent transactions. Fair value measurements of derivative warrants liability are based on Binomial Lattice and Monte-Carlo Simulation Models, respectively, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the derivative warrants is the expected volatility of the common stock. Fair value measurements of the convertible note warrant and conversion option derivative liabilities are based on the Black-Derman-Toy model implemented in the Binomial Lattice and Black-Scholes Models, which are considered to be Level 3 fair value measurements. The primary unobservable input utilized in determining the fair value of the convertible note warrant and conversion option derivative liabilities is the expected volatility of the common stock.

Cash and Cash Equivalents

Cash primarily consists of deposits with banking institutions. The Company considers all highly liquid investments that are both readily convertible into cash and mature within three months from the date of purchase to be cash equivalents.

Accounts Receivable and Allowance for Credit Losses

The Company’s accounts receivables are recorded and stated at the amount expected to be collected determined by each payor, net of an allowance for credit losses, under ASC Topic No. 310, Receivables (“ASC 310”). In accordance with ASC Topic No. 326, Financial Instruments — Credit Losses (“ASC 326”), the Company recognizes credit losses based on a forward-looking current expected credit losses (“CECL”) model. The Company segregates accounts receivables into portfolio segments based on shared risk characteristics, such as line of business and payor type, for evaluation of expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, default-based statistics, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses is developed using a loss rate method and is recognized in the Condensed Consolidated Statement of Operations. The uncollectible accounts receivables are written off on a quarterly basis in the period when collection activities cease due to a final determination that all or a portion of the balance is no longer collectible and if there is no pending litigation activity related to the receivable. There was no allowance for credit losses recorded as of September 30, 2025 and December 31, 2024.

Goodwill

The Company accounts for goodwill under Accounting Standards Codification Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”). Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in the Company's business combinations.

Goodwill is not amortized but is required to be evaluated for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit.

The Company performed a qualitative assessment for the three and nine months ended September 30, 2025 and determined it was not necessary to perform the two-step quantitative analysis. The Company determined there was no impairment for the three and nine months ended September 30, 2025.

Debt

The Company accounts for debt net of debt issuance costs and debt discount. Debt issuance costs and debt discount are capitalized, netted against the related debt for presentation purposes, and amortized to interest expense over the terms of the related debt using the effective interest method.

The Company accounts for bifurcated, debt-classified embedded features separately as derivative liabilities pursuant to ASC Topic No. 815, Derivatives and Hedging ("ASC 815"). Bifurcated, debt-classified embedded features are recorded at fair value on the Company's balance sheet with subsequent changes in fair value recorded in the Condensed Consolidated Statement of Operations each reporting period.

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Investments in Marketable Securities

The Company's investments in marketable securities are classified as available-for-sale and are carried at fair value. The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments ("ASC 825"), where changes in fair value are recorded in unrealized gains (losses), net on the Company's Condensed Consolidated Statements of Operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as current assets if the maturity date is less than one year from the balance sheet date.

Interest income and accretion on marketable securities are included in interest income in the Consolidated Statements of Operations. Realized gains and losses on sales of securities, and other-than-temporary declines in the fair value of marketable securities, if any, are included as a component of other income (expense), net in the Condensed Consolidated Statements of Operations. The cost of securities sold is based on the First In, First Out method.

At each reporting period, the Company evaluates available-for-sale marketable securities, to the extent the fair value option is not elected, for any credit-related impairment when the fair value of the investment is less than its amortized cost. If the Company determines that the decline in fair value is below the carrying value and this decline is other-than-temporary, credit-related impairment is recognized in the Consolidated Statement of Operations in accordance with ASC 320, Debt Securities.

Emerging Growth Company

The Company qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended ("Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. The Company will exit emerging growth company status on December 31, 2025.

Comprehensive Loss

Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented.

Recently Issued and Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures ("ASU 2023-09"). The new standard requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the year ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 does not change the expense captions an entity presents on the

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face of the income statement; rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 requires footnote disclosure about specific expenses to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization and (5) depreciation, depletion and amortization recognized as part of oil- and gas-production activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. ASU 2024-03 does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will adopt ASU 2024-03 at the beginning of fiscal year 2027. The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements

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Note 3. Significant Risks and Uncertainties Including Business and Credit Concentrations

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, and investment securities.

Cash accounts in a financial institution may, at times, exceed the Federal Deposit Insurance Corporation coverage of $250 per account ownership category. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

The Company’s accounts receivable has implicit collection risk. The Company grants credit without collateral to their patients, most of whom are local residents and are insured under third-party payor agreements. The Company believes this risk is partially mitigated by the Company’s establishment of long-term agreements and relationships with third-party payors that provide the Company with insight into historic collectability and improve the collections process.

Revenue Concentration Risk

The concentration of net revenue on a percentage basis for major payors for the three and nine months ended September 30, 2025 and 2024 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Percentage of Patient Services Net Revenue:
Payor A	13	%	18	%	14	%	17	%

There were no major payors with a concentration of gross receivables at September 30, 2025 and December 31, 2024.

All of the Company’s revenue is generated from customers located in the United States.

Vendor Concentration Risk

The concentration of cost of sales on a percentage basis for major vendors for the three and nine months ended September 30, 2025 and 2024 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Percentage of Direct Costs:
Vendor A	99	%	100	%	99	%	100	%

The concentration of gross payables on a percentage basis for major payors at September 30, 2025 and December 31, 2024 are as follows:


	September 30, 2025		December 31, 2024
Percentage of Gross Payables:
Vendor A	84	%	65	%

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Note 4. Accounts Receivable

The Company’s accounts receivable consists primarily of amounts due from third-party payors and patients. See Note 2 for a summary of the Company’s policies relating to accounts receivable and allowance for credit losses.

Accounts Receivable as of September 30, 2025 and December 31, 2024 consist of the following:


(in thousands)	September 30, 2025		December 31, 2024
Oral drug accounts receivable (Dispensary)	$	8,845	$	6,371
Capitated accounts receivable (Patient Services)	2,902		3,695
FFS accounts receivable, net (Patient Services)	35,338		26,532
Clinical trials accounts receivable	—		1,863
Other trade receivables	12,554		9,874
Total	$	59,639	$	48,335

There was no allowance for credit losses as of September 30, 2025 and December 31, 2024.

As of January 1, 2024, the accounts receivable balance amounted to $42,360.

During the three and nine months ended September 30, 2025 and 2024, the Company had no net bad debt recoveries and bad debt expense. Credit losses are a result of accounts receivable on completed contracts that were deemed uncollectible during the period due to delayed collection efforts.

Note 5. Revenue

The Company recognizes revenue in accordance with ASC 606 on the basis of its satisfaction of outstanding performance obligations. The Company typically fulfills its performance obligations over time, either over the course of a single treatment (fee-for-service or "FFS"), a month (capitation), or a number of months (clinical research). The Company also has revenue that is satisfied at a point in time (dispensary).

Disaggregation of Revenue

The Company categorizes revenue based on various factors such as the nature of contracts, payors, order to billing arrangements, and cash flows received by the Company, as follows:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Patient services
Capitated revenue	$	20,574	$	14,813	$	56,912	$	51,182
FFS revenue	39,621		34,939		112,242		103,484
Subtotal	60,195		49,752		169,154		154,666
Dispensary revenue	75,895		48,210		187,761		132,329
Clinical research trials and other revenue	474		1,939		3,857		6,150
Total	$	136,564	$	99,901	$	360,772	$	293,145

Refer to Note 19 for Segment Reporting for disaggregation of revenue by reporting segment.

Contract Asset and Liabilities

Under ASC 606, contract assets represent rights to payment for performance contingent on something other than the passage of time and accounts receivable are rights to payment for performance without contingencies. The Company does not have any contract assets as of September 30, 2025, January 1, 2024, and December 31, 2024. Refer to Note 4 for accounts receivable as of September 30, 2025 and December 31, 2024.

Contract liabilities represent cash that has been received for contracts, but for which performance is still unsatisfied. Contract liabilities consist of estimated deductions and expenses related to capitation contracts. As of September 30, 2025 and

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December 31, 2024, contract liabilities amounted to $4,900 and $2,351, respectively and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of January 1, 2024, the contract liabilities amounted to $545. During the three and nine months periods ended September 30, 2025 and 2024, the Company recognized revenue of $0 and $718, respectively, related to deferred capitation revenue received (contract liability) as of the beginning of each respective period.

Remaining Unsatisfied Performance Obligations

The accounting terms for the Company’s patient services and dispensary contracts do not extend past a year in duration. Additionally, the Company applies the ‘as invoiced’ practical expedient to its clinical research contracts.

Note 6. Inventories

The Company purchases intravenous chemotherapy drugs and oral prescription drugs from various suppliers.

The Company’s inventories as of September 30, 2025 and December 31, 2024 were as follows:


(in thousands)	September 30, 2025		December 31, 2024
Oral drug inventory	$	11,271	$	3,483
IV drug inventory	7,611		6,556
Total	$	18,882	$	10,039

Note 7. Marketable Securities and Fair Value Measurements

Marketable Securities

The Company accounted for its investment securities as available for sale using the fair value election pursuant to ASC 825, where changes in fair value are recorded in Other, net non-operating income (expense) on the Company's Condensed Consolidated Statements of Operations. The Company’s investments in cash equivalents at September 30, 2025 and December 31, 2024 is as follows:


	September 30, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
Money Market Fund	$	21,036	$	—	$	—	$	21,036


	December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Cash equivalents:
U.S. Treasury Bills	$	38,657	$	5	$	—	$	38,662

The contractual maturities of the Company's investments in cash equivalents and marketable securities as of December 31, 2024 is as follows:


September 30, 2025 (in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
Money Market Fund	$	21,036	$	—	$	—	$	21,036

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December 31, 2024 (in thousands)	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
Cash equivalents:
U.S. Treasury Bills	$	38,662	$	—	$	—	$	38,662

The Company recorded a net unrealized loss of $0 and $6 for the three and nine months ended September 30, 2025, respectively.

Accrued interest receivable on cash equivalents was $39 and $37, respectively, at September 30, 2025 and December 31, 2024, and is included within other receivables in the Condensed Consolidated Balance Sheets.

Fair Value Measurements

The following table presents the carrying amounts of the Company’s recurring and non-recurring fair value measurements at September 30, 2025 and December 31, 2024:


	September 30, 2025
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	21,036	$	—	$	21,036	—


Financial liabilities:
Derivative warrant liabilities	$	262	$	—	$	262	$	—

Conversion option derivative liabilities	13,658		—		—		13,658

There were no transfers between levels for the three and nine months ended September 30, 2025 and twelve months ended December 31, 2024.


	December 31, 2024
(in thousands)	Total		Level 1		Level 2		Level 3
Financial assets:
Cash equivalents	$	38,662	$	—	$	38,662	$	—


Financial liabilities:
Derivative warrant liabilities	$	17	$	—	$	17	$	—

Conversion option derivative liabilities	385		—		—		385

The carrying amounts of cash, accounts receivable, other receivables, and accounts payable approximate fair value because of the short maturity and high liquidity of these instruments.

The Company measures its investments (including cash equivalents, marketable securities, and non-current investments) at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy. Investment securities, including U.S. Treasury Bills and Money Market Funds purchased in the secondary market and U.S. Treasury bonds, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies.

The Company measures its private derivative warrants at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy because the valuation is based on an observable input of a similar instrument. The Company measures its convertible note warrant derivative liability, optional redemption derivative liability and conversion option derivative liability on a recurring basis and classifies those instruments within Level 3 of the fair value hierarchy because unobservable inputs are used to measure fair value. See Note 2 for a summary of the Company’s policies relating to fair value measurements, and Note 11 for more detail on the convertible note warrant, optional redemption, and conversion option derivative liabilities.

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The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis at September 30, 2025:


(in thousands)	Conversion Option Derivative Liabilities







Balance at December 31, 2023	$	3,082
Decrease in fair value included in other expense	(2,697)
Balance at December 31, 2024	$	385
Change in fair value included in other expense	13,273
Balance at September 30, 2025	$	13,658

As of September 30, 2025 and December 31, 2024, the conversion option derivative was valued using a Binomial Lattice, which is considered to be a Level 3 fair value measurement. A summary of the level 3 fair value measurements inputs used in the valuations is as follows:


	September 30, 2025
		Conversion Option Derivative Liabilities
Unit price		$	3.49
Term (in years)		1.86
Volatility		113.00		%
Risk-free rate		3.60		%
Dividend yield		—
Cost of equity		—


	December 31, 2024
		Conversion Option Derivative Liability
Unit price		$	0.31
Term (in years)		2.60
Volatility		112.80		%
Risk-free rate		4.20		%
Dividend yield		—
Cost of equity		—

Uncertainty of Fair Value Measurement from Use of Significant Unobservable Inputs

The inputs to estimate the fair value of the Company’s conversion option derivative liabilities were the market price of the Company’s common stock, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement.

Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the derivative liabilities would each result in a directionally similar change in the estimated fair value of the Company’s derivative liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the derivative warrant liabilities due to the dividend assumption.

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Note 8. Property and Equipment, Net

The Company accounts for property and equipment at historical cost less accumulated depreciation.

Property and equipment, net, consist of the following:


(in thousands)	Useful lives	September 30, 2025		December 31, 2024
Computers and software	60 months	$	4,557	$	3,814
Office furniture	84 months	802		786
Leasehold improvements	Shorter of lease term or estimated useful life	12,689		12,502
Medical equipment	60 months	1,482		1,445
Construction in progress		985		106
Finance lease ROU assets	Shorter of lease term or estimated useful life	209		207
Less: accumulated depreciation		(10,010)		(6,972)
Total property and equipment, net		$	10,714	$	11,888

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $3,048 and $2,259, respectively. Depreciation expense for the three months ended September 30, 2025 and 2024 was $1,006 and $800, respectively.

Note 9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2025 and December 31, 2024 consist of the following:


(in thousands)	September 30, 2025		December 31, 2024
Compensation, including bonuses, fringe benefits, and payroll taxes	$	8,003	$	6,975
Contract liabilities	4,900		2,351
Directors and officers insurance premiums	314		770
Deferred acquisition and contingent consideration	168		180
Accrued interest	878		1,136
Repayments on advances	2,272		3,198
Accrued capitated leakage	1,544		1,173
Other liabilities	4,706		5,310
Total accrued expenses and other current liabilities	$	22,785	$	21,093

Contract liabilities as of September 30, 2025 and December 31, 2024 consist of cumulative adjustments made to capitated revenue recognized in prior periods.

The Company has agreed to indemnify members of the Board and certain officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. The Company entered into a $844 financing arrangement in November 2024 with a maturity date of October 2025 at 7.99% annual interest rate to pay 11 monthly principal payments of approximately $80 in premiums for directors’ and officers’ (“D&O”) insurance coverage through November 2025 to protect against such losses on November 12, 2021. The principal outstanding balance was $79 and $770 as of September 30, 2025 and December 31, 2024, respectively.

Note 10. Leases

The Company leases clinics, office buildings, and certain equipment under noncancellable financing and operating lease agreements that expire at various dates through June 2033.

The initial terms of operating leases range from 1 to 10 years and certain leases provide for free rent periods, periodic rent increases, and renewal options. Monthly payments for these leases range from $0 to $64. All lease agreements generally require the Company to pay maintenance, repairs, property taxes, and insurance costs, which are generally variable amounts based on actual costs incurred during each applicable period.

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The Company has determined that periods covered by options to extend the Company's leases are excluded from the lease terms as it is not reasonably certain the Company will exercise such options.

Lease Expense

The components of lease expense were as follows for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Operating lease costs:	$	2,006	$	1,990	$	6,459	$	6,211
Finance lease costs:
Amortization of ROU asset	$	9	$	10	$	28	$	31
Interest expense	$	1	$	2	$	4	$	6
Other lease costs:
Short-term lease costs	$	3	$	3	$	9	$	7
Variable lease costs	$	470	$	415	$	1,485	$	1,199

Operating and other lease costs are presented as part of selling, general, and administrative expenses. The components of finance lease costs appear in depreciation and amortization and interest expense.

Maturity of Lease Liabilities

The aggregate future lease payments for the Company's leases in years subsequent to September 30, 2025 are as follows:


(in thousands)	Operating Leases		Finance Leases
2025 (remaining three months)	$	2,208	$	10
2026	8,592		39
2027	7,472		29
2028	5,565		—
2029	3,912		—
Thereafter	3,918		—
Total future lease payment	$	31,667	$	78
Less: amount representing interest	(4,311)		(5)
Present value of future lease payment (lease liabilities)	$	27,356	$	73
Reported as:
Lease liabilities, current	$	7,161	$	36
Lease liabilities, noncurrent	20,195		37
Total lease liabilities	$	27,356	$	73

Lease Term and Discount Rate

The following table provides the weighted average remaining lease terms and weighted average discount rates for the Company's leases as of September 30, 2025 and 2024:


	September 30, 2025		September 30, 2024
Weighted-average remaining lease term (in years)
Operating	4.19		4.83
Finance	1.96		2.85
Weighted-average discount rate
Operating	6.73	%	6.57	%
Finance	6.71	%	6.58	%

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Supplemental Cash Flow Information

The following table provides certain cash flow and supplemental noncash information related to the Company's lease liabilities for the nine months ended September 30, 2025 and 2024.


(in thousands)	Nine Months Ended September 30, 2025		Nine Months Ended September 30, 2024
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash payment from operating leases	$	6,652	$	6,289
Financing cash payments for finance leases	32		36
Lease liabilities arising from obtaining right-of-use assets:
Operating leases	$	846	$	2,835

Lease Modifications

During the nine months ended September 30, 2025, the Company extended its lease terms for two clinics in California and one clinic in Arizona. These extensions constitute lease modifications that qualify as a change of accounting for the original leases and not separate contracts. Accordingly, in the nine months ended September 30, 2025, the Company recognized the difference of $1,372 as an increase to the operating lease liability and to the operating lease right-of-use asset, and $17 as a net increase to rent expense. During the three months ended September 30, 2025, the Company had extended its lease term for one clinic in California. The Company recognized the difference of $118 as an increase to the operating lease liability and to the operating lease right-of-use asset. During the three and nine months ended September 30, 2024, the Company had no lease modifications.

Note 11. Debt

Senior Secured Convertible Note

On August 9, 2022, TOI entered into a Facility Agreement (the “Facility Agreement”) with certain lenders (“Lenders”) and Deerfield Partners L.P. (“Agent”), pursuant to which, TOI borrowed cash loans from the Lenders in the amount of $110,000, in exchange for which, TOI issued to each Lender a secured convertible promissory note (“Senior Secured Convertible Note”), which is payable to such Lenders in an amount equal to the unpaid principal amount of loans held by such Lender.

The Senior Secured Convertible Note will mature on August 9, 2027 (the “Maturity Date”) and shall bear interest at the rate of 4.00% per annum from August 9, 2022, on the outstanding principal amount, any overdue interest and any other amounts and obligations. The interest shall be paid in cash quarterly in arrears commencing on October 1, 2022. In case of any prepayment, repayment or redemption of the Senior Secured Convertible Note, the Company shall pay any accrued and unpaid interest on the principal, along with a make whole amount and an exit fee.

The Facility Agreement requires the Company to meet certain operational and reporting requirements, including, but not limited to, customary regulatory, financial reporting, and disclosure requirements. Additionally, limitations are placed on the Company's ability to merge with other companies and enter into other debt arrangements and permitted investments are limited to amounts specified in the Facility Agreement. The Facility Agreement also provides certain restrictions on dividend payments and equity transactions and requires the Company to make prepayments under specified circumstances. Financial covenants in the Facility Agreement require the Company to maintain minimum net quarterly revenues of $100,000 during fiscal year 2025 and thereafter. Additionally, the registration rights agreement between the Company and certain stockholders entered into in connection with the Business Combination requires the Company to have an effective registration statement and calls for payment should the registration statement cease to remain effective. The Company was in compliance with the covenants of the Facility Agreement as of December 31, 2024.

On February 26, 2025, the Company, the Lenders, and the Agent, entered into the Limited Consent and Amendment No. 1 to Facility Agreement (the “Consent and Amendment”), which amended the Facility Agreement, dated as of August 9, 2022. The Consent and Amendment, among other things, provided for (i) Lenders’ consents to the waiver of certain restrictions imposed by the Facility Agreement regarding the issuance and sale of the Company’s equity and equity-linked securities, (ii) the removal of a financial covenant that required the Company to hold at least $40,000 of cash or cash equivalents in accounts that were subject to control agreements in favor of the Agent, (iii) amendment and restatement of the Company’s financial reporting covenant under the Facility Agreement in its entirety, and (iv) granting participation rights permitting the Lenders to

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purchase common stock and/or warrants exercisable for common stock in up to two equity offerings that occur by no later than the one-year anniversary of the modification date (“Participation Rights”). The Consent and Amendment was accounted for as a debt modification in accordance with ASC 470.

In connection with the Consent and Amendment, the Company executed the Optional Redemption feature (as described below) and made a partial prepayment of the Senior Secured Convertible Notes issued pursuant to the Facility Agreement in an aggregate principal amount of approximately $20,000 together with accrued and unpaid interest thereon. As part of the prepayment, the Lenders also waived any and all Make Whole Amounts that would otherwise be due and owing thereto under the Facility Documents in respect of the prepayment. As a result of the prepayment, the Company recognized a loss on extinguishment of debt within interest expense of $2,900 during the quarter ended March 31, 2025, which consisted of a proportionate write-off of unamortized financing costs related to the Facility Agreement.

Additionally, in connection with the Private Placement (described in Note 13. Stockholders’ Equity) certain Lenders exercised participation rights and entered into an exchange agreement pursuant to which such Lenders agreed to exchange approximately $4,100 aggregate principal amount of the Company’s Senior Secured Convertible Notes for 37,232.83 shares of common-equivalent Preferred Stock (convertible into 3,723,283 shares of Common Stock) and warrants to purchase 1,861,642 shares of Common Stock at the same prices being paid by the investors in the Private Placement. The fair value of the common-equivalent Preferred Stock and warrants issued was $4,100. The exchange was accounted for as a partial debt extinguishment under ASC 470. As a result, the Company recognized a loss on extinguishment of debt within interest expense of $600 during the nine months ended September 30, 2025, which consisted of a proportionate write-off of unamortized financing costs related to the Facility Agreement.

The Company was in compliance with the amended covenants of the Facility Agreement as of September 30, 2025.

Conversion Options

The Senior Secured Convertible Note contains several embedded conversion options (the “Conversion Options”) that grant the holders of the Senior Secured Convertible Note the ability to convert the Senior Secured Convertible Note at any time on or after date of issuance of the note. The Conversion Options are convertible into shares of the Company’s common stock (such converted shares, “Conversion Shares”) and, in certain circumstances, a combination of cash and shares of the Company’s common stock, or a combination of cash, other assets and securities or other property of any Company successor entity. The Conversion Shares or settlement amounts shall be computed on the basis of a predefined formula, with a set conversion price of $8.567 as one of the inputs and a conversion cap of 14,663,019 shares. The if-converted value did not exceed the principal amount as of September 30, 2025. No Conversion Shares were issued as of September 30, 2025.

The Company evaluated the Conversion Options of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Conversion Options do not meet the criteria to be classified in shareholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings.

The Conversion Options contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Senior Secured Convertible Note. The number of shares to be issued against these notes and conversion price are each subject to adjustments provided under the terms of Senior Secured Convertible Note.

The holder shall receive dividends on the Senior Secured Convertible Note and distributions of any kind made to the holders of common stock, other than dividends of, or distributions in, shares, to the same extent as if the holder had converted the Senior Secured Convertible Note into such shares and had held such shares on the record date for such dividends and distributions any limitations on conversion options.

Optional Redemption

The Facility Agreement also provides the Company the right to redeem the outstanding principal amount of each note (“Optional Redemption”) for the Optional Redemption Price. The Company shall not effect any Optional Redemption under this Senior Secured Convertible Note unless along with this, the Company effects an optional redemption under all other notes in accordance with the terms thereof, on a pro rata basis, based upon the respective applicable original principal amount of each of the notes outstanding as of the date the notice for Optional Redemption is delivered to the holders.

The Company evaluated the Optional Redemption feature of the Senior Secured Convertible Note under ASC 815 and concluded that it requires bifurcation from the host contract as a separate unit of account. The Optional Redemption feature does not meet the criteria to be classified in shareholders’ equity and hence, is accounted for as a derivative liability remeasured

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at fair value at each balance sheet date with changes in fair value reported in earnings. The fair value of the Optional Redemption feature is de minimis.

If the principal redemption amount specified in an Optional Redemption notice is less than the entire principal amount then outstanding, the principal amount specified in each conversion notice shall be applied (i) first, to reduce, on a dollar-for-dollar basis, the principal amount of the note in excess of the principal redemption amount until such excess principal amount is reduced to zero and (ii) to reduce, on a dollar-for-dollar basis, the principal redemption amount until all of such principal redemption amount shall have been converted.

Convertible Note Warrants

The Facility Agreement also provides for the issuance of warrants (the “Convertible Note Warrants”) on each date any principal amount of any Senior Secured Convertible Note is paid, repaid, redeemed, or prepaid at any time prior to the Maturity Date. Convertible Note Warrants are exercisable from their original issue date to August 9, 2027, for purchase of an aggregate amount of Conversion Shares into which such principal amount of Senior Secured Convertible Note was convertible into, immediately prior to such payment, at an exercise price of $8.567. The holder of Convertible Note Warrants may pay the exercise price in cash or exercise the warrant on a cashless basis or through a reduction of an amount of principal outstanding under any Senior Secured Convertible Note held by such holder. In the event that the Convertible Note Warrant has not been exercised in full as of the last business day during its term, the holder shall be deemed to have exercised the purchase rights represented by the Convertible Note Warrant in full as a cashless exercise, in which event the Company shall issue the number of shares to the holder computed on the basis of a predefined formula.

The Company evaluated the Convertible Note Warrants of the Senior Secured Convertible Note under ASC 815 and concluded that they require bifurcation from the host contract as a separate unit of account. The Convertible Note Warrants do not meet the criteria to be classified in shareholders’ equity and hence, are accounted for as a derivative liability remeasured at fair value at each balance sheet date with changes in fair value reported in earnings.

The Convertible Note Warrant holder shall be entitled to receive any dividend or distribution made by the Company to the holders of common stock to the same extent as if the holder had exercised the Convertible Note Warrants in full in a cash exercise.

The number of shares to be issued against these warrants and exercise price are each subject to adjustments provided under the terms of Convertible Note Warrants. The Convertible Note Warrants contain certain limits on exercise if, after giving effect to the exercise, the Lender would beneficially own a number of shares of common stock of the Company in excess of those permissible under the terms of the Convertible Note Warrants. Further, the Convertible Note Warrants can be fully or partially settled in cash in certain cases in accordance with the terms of issuance such as when shares issuable upon exercise of the warrants exceed a predefined number, upon occurrence of predefined events of default and upon occurrence of predefined events that will bring a fundamental change in the Company such as merger, consolidation, business combination, recapitalization, reorganization, reclassification or other similar event.

As of September 30, 2025 and December 31, 2024, there were 10,842,525 and 12,839,967 Convertible Note Warrants outstanding, respectively.

Allocation of Proceeds

The Company has allocated total issuance proceeds of $110,000 among the Senior Secured Convertible Note and Convertible Note Warrants based on fair value. Upon issuance of the Convertible Note Warrants, the Company recorded Convertible Note Warrants, Optional Redemption, and Conversion Options of $0, $0 and $28,160, which were recorded as a debt discount to the Senior Secured Convertible Note of $110,000. The Company will amortize the debt discount over a period of 5 years (of which 1.86 years remain).

The total issuance costs of $4,924 were allocated among the Senior Secured Convertible Note, Convertible Note Warrants, Optional Redemption, and Conversion Options, by allocating costs of $0, $0, and $1,261 to the Convertible Note Warrants, Optional Redemption, and Conversion Options with the residual cost of $3,663 being allocated to the Senior Secured Convertible Note (in addition to the debt discount). The Company expensed issuance costs allocated to Warrants, Optional Redemption, and Conversion Options at inception and will amortize the costs allocated to the Senior Secured Convertible Note over a period of 5 years (of which 1.86 remain).

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Amounts Outstanding and Recognized during the Periods Presented

The Senior Secured Convertible Note as of September 30, 2025 and December 31, 2024 consists of the following:


(in thousands)	September 30, 2025		December 31, 2024
Senior Secured Convertible Note, due August 9, 2027	$	85,888	$	110,000

Less: Unamortized debt issuance costs	1,282		2,211
Less: Unamortized debt discount	8,411		14,658
Long-term debt, net of unamortized debt discount and issuance costs	$	76,195	$	93,131

The amortization of the debt issuance costs was charged to interest expense for all periods presented. For the three months ended September 30, 2025 and 2024, the effective yield was 10.64% and 13.38%, respectively. The amount of debt issuance costs included in interest expense for the three and nine months ended September 30, 2025 was $1,172 and $7,175, respectively. The amount of debt issuance costs included in interest expense for the three and nine months ended September 30, 2024 was $1,588 and $4,711, respectively. The Company had interest expense of $878 and $2,756 on the Facility Agreement term loan for the three and nine months ended September 30, 2025. The Company had interest expense of $1,125 and $3,349 on the Facility Agreement term loan for the three and nine months ended September 30, 2024. There was $878 and $1,137 accrued interest as of September 30, 2025 and 2024, respectively. There was $1,136 accrued interest as of December 31, 2024.

On August 9, 2022, the Company also entered into the Guarantee and Security Agreement (“Guarantee Agreement”) with the Agent for the purpose of providing a guarantee of all the obligations under the Facility Agreement (refer to Note 15. Commitments and Contingencies for detail).

Additionally, the Lenders' Agent holds shares of common and preferred stock of the Company as of September 30, 2025, and December 31, 2024.

Debt Maturities

The following table summarizes the stated debt maturity related to the Senior Secured Convertible Note as of September 30, 2025:


(in thousands)
2025 (remaining three months)	$	—
2026	—
2027	85,888
Total debt	$	85,888

Note 12. Income Taxes

The Company recorded an income tax benefit of $0 and $131 for the three and nine months ended September 30, 2025, respectively. The Company's effective tax rate was 0.8% and 0% for the three months ended September 30, 2025 and 2024. The Company's effective tax rate was 0.2% and 0% for the nine months ended September 30, 2025 and 2024, respectively.

The Company's effective tax rate for the three and nine months ended September 30, 2025 and 2024 was different than the U.S. federal statutory tax rate of 21.00%, primarily due to the change in the valuation allowance, partially offset by non-deductible expenses.

Note 13. Stockholders' Equity

Common Stock

As of September 30, 2025, there were 99,303,511 shares issued and 97,569,737 shares outstanding of common stock. As of December 31, 2024, there were 77,470,886 shares issued and 75,737,112 shares outstanding of common stock.

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Voting

The holders of the Company’s common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings), and there is no cumulative voting.

Dividends

Common stockholders are entitled to receive dividends whenever funds are legally available and when declared by the board of directors. No dividends have been declared as of September 30, 2025 and December 31, 2024.

Preferred Stock

Upon the Closing Date of the Business Combination, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 10,000,000 shares of Series A Common Equivalent Preferred Stock (“preferred stock”) with a par value and liquidation preference of $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish, from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences, and privileges of the shares. As of September 30, 2025 and December 31, 2024, there were 193,507 shares and 165,045 of preferred stock outstanding, respectively.

Conversion

Each share of preferred stock is convertible, at any time on the part of the holder except with respect to the Beneficial Ownership Limitation (defined below), into 100 shares of common stock.

Blocker/Beneficial Ownership Limitation

The preferred stock is subject to a beneficial ownership limitation such that the preferred stock may not, at any time, be convertible into more than 4.9% of the total number of shares of common stock outstanding (“Beneficial Ownership Limitation”).

Voting

The holders of preferred stock do not have voting rights in the Company.

Dividends

The holders of preferred stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors on an as-converted basis. No dividends have been declared as of September 30, 2025.

Assumed Public Warrants and Private Placement Warrants

As a result of the Business Combination, holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. The warrants became exercisable 30 days from the completion of the Business Combination, on December 12, 2021, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. As of September 30, 2025, there are 5,749,986 public warrants outstanding and 2,187,283 private placement warrants outstanding.

Each warrant entitles the holder to purchase one share of common stock for $11.50 per share. Private warrants held by the initial purchaser or certain permitted transferees may be exercised on a cashless basis.

If the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the public warrants at a price of $0.01 per warrant upon not less than 30 days’ prior written notice.

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a cashless basis. The Company will not be required to net cash settle the warrants.

The private warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

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Private Placement Offering and Exchange Agreement

On March 24, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors for a private placement that resulted in gross proceeds of approximately $16,500 before deducting placement agent fees and offering expenses (the “PIPE”). Pursuant to the terms of the Securities Purchase Agreement, the Company issued to purchasers in the PIPE units consisting of two shares of common stock (or pre-funded warrants in lieu thereof) and common warrants to purchase one share of common stock (or pre-funded warrants) of the Company at a price of $2.2084 per unit (or $2.2082 in the case of units consisting of prefunded warrants). As a result of the PIPE the Company issued an aggregate of: (i) 12,006,510 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (the “pre-funded Warrants”) to purchase up to an aggregate of 2,886,614 shares of common stock and (iii) accompanying common warrants (the “Common Warrants,”) to purchase up to an aggregate of 7,446,562 shares of common stock (collectively, the “PIPE”). In connection with the PIPE, certain Lenders under the Company’s Facility Agreement exercised their Participation Rights and entered into an exchange agreement pursuant to which such Lenders agreed to exchange approximately $4,100 aggregate principal amount of the Company’s senior secured convertible notes for 37,232.83 shares of common-equivalent preferred stock (convertible into 3,723,283 shares of common stock) and Common Warrants to purchase 1,861,642 shares of common stock. The exercise price and terms of these Common Warrants mirror the terms of the Common Warrants offered to investors in the PIPE.

The pre-funded Warrants have an exercise price of $0.0001 per share, and the Common Warrants have an exercise price of $1.1980 per share. The pre-funded Warrants and Common Warrants are subject to customary anti-dilution adjustments following certain events. The pre-funded Warrants and Common Warrants are exercisable at any time by the holder on a cash or cashless basis until the respective warrants are registered, provided that the holder may not exercise the warrants if the holder would own more than 4.9% of the Company immediately following the exercise. The warrants are equity classified in accordance with ASC 815-40.

As of September 30, 2025, all of the Exchange Warrants (Common Warrants) and pre-funded Warrants issued were still outstanding. As of September 30, 2025, there were 8,307,481 Common Warrants outstanding.

At-The-Market Share Issuances

During the three and nine months ended September 30, 2025, the Company sold 2.0 million shares of its Common Stock through its sales agent, B.Riley Securities. The Company generated approximately $7.0 million in aggregate gross proceeds from sales under the “at-the-market” offering program and paid fees to the sales agent of approximately $279 thousand.

During the three and nine months ended September 30, 2025, the Company sold 1.4 million shares of its Common Stock, through its sales agent, BTIG. The Company generated approximately $4.8 million in aggregate gross proceeds from sales under the “at-the-market” offering program and paid fees to the sales agent of approximately $192 thousand.

Note 14. Share-Based Compensation

Non-Qualified Stock Option Plan

On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The 2019 Plan provides for the grant of options (the “Stock Options”) to shares of common stock of the Company. In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”).

Stock Options are granted from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the shares of common stock on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable.

The total number of shares of common stock for which Stock Options may be granted under the 2021 Plan shall not exceed 15,640,000.

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Stock Options become vested upon fulfillment of either service vesting conditions, performance vesting conditions, or both, as determined by the award agreement entered into by the Company and optionee. The service vesting requirement states that: (i) 25% of the service vesting options shall vest on the first anniversary of the grant date and (ii) the remaining 75% shall vest on an equal monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the fourth anniversary of the grant date. The performance vesting requirement states that Stock Options shall vest upon sale of the Company only if the optionee has been continuously employed by the Company or its subsidiaries from the grant date through the date of such sale of the Company. For the awards vesting based on service conditions only and that have a graded vesting schedule, the Company recognizes compensation expense for vested awards in earnings, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period.

As of September 30, 2025, the total number of shares of common stock remaining available for future awards (e.g., non-qualified stock options, incentive stock options, restricted stock units, restricted stock awards) under the 2021 Plan is 3,374,927. There were no Stock Options granted for the three and nine months ended September 30, 2025.

The weighted average assumptions used in the Black-Scholes-Merton option-pricing model for the Stock Option units granted during the nine months ended September 30, 2024 are provided in the following table:


	September 30, 2024
Valuation assumptions:
Expected dividend yield	—	%
Expected volatility	80.2	%
Risk-free rate	4.4	%
Expected term (years)	6.25

The Company used the simplified method to calculate the expected term of stock option grants because sufficient historical exercise data was not available to provide a reasonable basis for the expected term. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option.

Stock option activity during the nine months ended September 30, 2025 and 2024 is as follows:


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2025	7,488,859	$	1.67
Granted	—	—
Exercised	(2,981,837)	0.90
Forfeited	(315,965)	1.84
Expired	(77,469)	2.58
Balance at September 30, 2025	4,113,588	$	2.20	6.14	$	7,911
Vested Options Exercisable at September 30, 2025	3,038,899	$	2.22	5.52	$	6,073


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2024	8,525,262	$	1.74
Granted	1,579,393	2.00
Exercised	(87,350)	0.86
Forfeited	(2,034,526)	2.31
Expired	(220,884)	1.19
Balance at September 30, 2024	7,761,895	$	1.67	6.63	$	—
Vested Options Exercisable at September 30, 2024	5,407,495	$	1.51	5.70	$	—

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Total share-based compensation expense related to stock options during the three and nine months ended September 30, 2025 was $103 and $316, respectively. Total share-based compensation expense relating to stock options during the three and nine months ended September 30, 2024 was $1,551 and $5,881. The total intrinsic value of options exercised during three and nine months ended September 30, 2025 was $1,184 and $8,460, respectively. The total intrinsic value of options exercised during the three and nine months ended September 30, 2024 was $0 and $164, respectively.

At September 30, 2025, there was $427 of total unrecognized compensation cost related to unvested service stock options granted under the 2021 Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 1.86 years as of September 30, 2025. During the nine months ended September 30, 2025, the Company received $2,695 in cash and $5,765 tax benefit from the stock options exercised. The total fair value of shares of common stock vested during the nine months ended September 30, 2025 and 2024 was $1,163 and $356, respectively.

Restricted Stock Units (“RSUs”)

The Company has 3,280,729 and 1,509,737 RSUs outstanding as of September 30, 2025 and December 31, 2024, respectively. The RSUs are service vesting and are valued based on the fair value of the Company’s common stock at the date of grant. The weighted-average grant date fair values of the RSUs granted during nine months ended September 30, 2025 and 2024, were determined to be $1.27 and $0.60, respectively, based on the fair value of the Company’s common stock at the grant date.

A summary of the activity for the RSUs for the nine months ended September 30, 2025 and 2024, respectively, are shown in the following table:


	Nine Months Ended September 30,
	2025			2024
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	1,509,737	$	0.94	2,176,422	$	3.50
Granted	4,071,669	1.27		1,381,983	0.60
Vested	(1,837,836)	1.13		(1,326,474)	2.64
Forfeited	(462,841)	1.03		(770,252)	2.66
Unvested at end of year	3,280,729	$	1.23	1,461,679	$	1.98

The total share-based compensation expense related to RSUs was $863 and $1,723, respectively, during the three and nine months ended September 30, 2025. The total share-based compensation expense related to RSUs was $824 and $3,676, respectively, during the three and nine months ended September 30, 2024.

As of September 30, 2025 there was $3,012 of unrecognized compensation expense related to the RSUs that are expected to vest. That cost is expected to be recognized over a weighted average period of 3.24 years as of September 30, 2025.

RSUs granted to Medical Employees and Nonemployees

In 2022, the Company entered into arrangements with certain medical directors and supervisors of advanced practice providers employed by or engaged as independent contractors of TOI to issue RSUs of the Company (“Medical RSUs”). Vesting on each annual Medical RSU award is dependent on the participant performing a specified minimum number of service hours during the calendar year (“One-Year Term”) and further contingent upon the participant’s continued service to, or employment by, the Company through the grant date. The Company’s regular grant date for these Medical RSU awards is in the first quarter of the calendar year following the one-Year Term. During the nine months ended September 30, 2025 and 2024, 997,806 and 387,797 Medical RSU awards were granted, respectively.

The number of Medical RSUs granted to each such participant is determined by the fair market value of the Company's stock price at the grant date and vest immediately. There were no unvested equity-classified Medical RSU awards outstanding as of September 30, 2025 or 2024.

A summary of the activity for the equity-classified Medical RSUs for the nine months ended September 30, 2025 and 2024, respectively, is shown in the following table:

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	Nine Months Ended September 30,
	2025	2024
Balance at beginning of period	—	—
Granted	997,806	387,797
Vested	(997,806)	(387,797)
Forfeited	—	—
Balance at end of period	—	—

Total compensation costs for Medical RSUs was $0 and $1,137 for the three and nine months ended September 30, 2025, respectively. Total compensation costs for Medical RSUs was $237 for the three and nine months ended September 30, 2024. As of September 30, 2025, all Medical RSUs had vested.

Earnout Shares granted to Employees

In connection with the Business Combination, The Company issued Employee Earnout Shares. Employee Earnout Shares vest upon the Company common stock achieving the price per share as provided for in the agreement, so long as the optionee has remained continuously employed by the Company at that date and may be subject to other vesting requirements. Earnout shares were forfeited in November 2024 due to failure to meet earnout targets of TOI's stock price.

A summary of the activity for the Employees Earnout Shares for the nine months ended September 30, 2025 and 2024 is shown in the following table:


	Nine Months Ended September 30,
	2025	2024
Outstanding at beginning of period	—	1,401,064
Granted	—	—
Vested	—	—
Forfeited	—	(607,056)
Outstanding at end of period	—	794,008

The total share-based compensation expense, related to the Employee Earnout Shares during the three and nine months ended September 30, 2025 was $0. The total share-based compensation expense, related to the Employee Earnout Shares during the three and nine months ended September 30, 2024 was $14 and $68, respectively.

Employee Stock Purchase Plan (ESPP)

In connection with the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan ("2021 ESPP”). The 2021 ESPP has reserved 3,591,088 shares of the Company’s common stock for issuance to eligible employees, who are entitled to purchase shares of common stock equal to 85% of the lower of the closing price on the purchase date or the six month closing price average during the contribution period through accumulated payroll deductions. During the three and nine months ended September 30, 2025, the Company issued 59,688 shares of common stock under the ESPP and recognized $58 in share-based compensation expense.

Note 15. Commitments and Contingencies

The Company evaluates contingencies based upon available evidence. In addition, allowances for losses are provided each year for disputed items which have continuing significance. The Company believes that allowances for losses have been provided to the extent necessary, and that its assessment of contingencies is reasonable. Due to the inherent uncertainties and subjectivity involved in accounting for contingencies, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. To the extent that the resolution of contingencies results in amounts which vary from management’s estimates, future operating results will be charged or credited. The principal commitments and contingencies are described below.

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Legal Matters

The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of Management, the outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. Loss contingencies entail uncertainty and a possibility of loss to an entity. If the loss is probable and the amount of loss can be reasonably estimated, the loss should be accrued according to ASC No. 450-20, Disclosure of Certain Loss Contingencies.

Indemnities

The Company’s Amended and Restated Certificate of Incorporation and amended and restated bylaws require it, among other things, to indemnify any director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines, and settlements, paid by the individual in connection with any action, suit, or proceeding arising out of the individual’s status or service as its director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessors in connection with its facility leases for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments it could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheets.

The Health Insurance Portability and Accountability Act

The Health Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information. Organizations are required to be in compliance with HIPAA provisions. The Health Information Technology for Economic and Clinical Health Act (“HITECH”) imposes notification requirements in the event of certain security breaches relating to protected health information. Organizations are subject to significant fines and penalties if found not to be compliant with the provisions outlined in the regulations. The Company believes it is in compliance with these laws.

Regulatory Matters

Laws and regulations governing the Medicare program and healthcare generally, are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medi-Cal programs.

Many of the Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. The Company does not have any reserves for regulatory matters as of September 30, 2025 and December 31, 2024.

Liability Insurance

The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities, arising out of claims asserted against the Company or the Company’s affiliated professional organizations, in the future where the outcomes of such claims are unfavorable.

The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage.

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Guarantees

The Company, along with certain of the Company's subsidiaries from time to time party to the Facility Agreement (“Guarantors”), have pledged a first priority perfected lien on substantially all of their respective personal and real property, as collateral security for the payment of outstanding obligations, under the Facility Agreement.

Note 16. Variable Interest Entities

The Company prepares its condensed consolidated financial statements in accordance with Accounting Standards Codification Topic No. 810, Consolidations (“ASC 810”), which provides for the consolidation of VIEs of which an entity is the primary beneficiary.

Pursuant to the MSAs established with the TOI PCs, TOI Management is entitled to receive a management fee, which represents a variable interest in and the right to receive the benefits of the TOI PCs. Through the terms of the MSAs, TOI Management receives the right to direct the most significant activities of the TOI PCs. Therefore, the TOI PCs are variable interest entities and TOI Management is the primary beneficiary that consolidates the TOI PCs, and their subsidiaries.

The condensed consolidated financial statements include the accounts of TOI and its subsidiaries and VIEs. All inter-company profits, transactions, and balances have been eliminated upon consolidation. The following summarizes the assets and liabilities of the VIEs included in the accompanying condensed consolidated balance sheets.


(in thousands)	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash	$	4,191	$	2,354
Accounts receivable, net	59,615		48,298
Other receivables	—		129
Inventories	18,882		10,039
Prepaid expenses and other current assets	976		1,591
Total current assets	83,664		62,411
Property and equipment, net	37		64
Other assets	534		553
Intangible assets, net	4,533		5,097
Goodwill	2,679		2,679
Total assets	$	91,447	$	70,804
Liabilities
Current liabilities:
Accounts payable	$	33,175	$	21,507

Accrued expenses and other current liabilities	17,370		13,912

Amounts due to affiliates	252,501		238,577
Total current liabilities	303,046		273,996
Other non-current liabilities	26		5

Total liabilities	$	303,072	$	274,001

Single physician holders, who are officers of the Company, retain equity ownership in TOI CA, TOI FL, TOI OR, and TOI TX, which represents nominal noncontrolling interests. The noncontrolling interests do not participate in the profit or loss of TOI CA, TOI FL, TOI OR or TOI TX, however.

Note 17. Goodwill and Intangible Assets

The Company accounts for goodwill at acquisition-date value and other intangible assets at acquisition-date fair value less accumulated amortization. See Note 2 for a summary of the Company’s policies relating to goodwill.

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Intangible Assets

As of September 30, 2025, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	13 years	$	22,191	$	(13,585)	$	8,606
Trade names	10 years	6,650		(3,737)		2,913
Noncompete agreements	8 years	3,191		(2,978)		213
Total intangible assets		$	32,032	$	(20,300)	$	11,732

As of December 31, 2024, the Company’s intangible assets, net consists of the following:


(in thousands)	Weighted average amortization period	Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets
Amortizing intangible assets:
Payor contracts	13 years	$	22,191	$	(12,054)	$	10,137
Trade names	10 years	6,650		(3,247)		3,403
Clinical contracts and noncompete agreements	8 years	3,191		(1,921)		1,270
Total intangible assets		$	32,032	$	(17,222)	$	14,810

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of September 30, 2025 is as follows:


(in thousands)	Amount
Year ending December 31:
2025 (remaining three months)	$	717
2026	2,840
2027	2,713
2028	2,615
2029	453
Thereafter	2,394
Total	$	11,732

The aggregate amortization expense during the three months ended September 30, 2025 and 2024 was $717 and $774, respectively. The aggregate amortization expense during the nine months ended September 30, 2025 and 2024 was $2,264 and $2,321, respectively.

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Goodwill

The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, dispensary, patient services, and clinical trials & other. The goodwill allocated to each of the reporting units as of September 30, 2025 and December 31, 2024 is as follows:


(in thousands)	September 30, 2025		December 31, 2024
Patient services	$	2,679	$	2,679
Dispensary	4,551		4,551
Clinical trials & other	—		—
Total goodwill	$	7,230	$	7,230

There was $7,230 of goodwill for the three and nine months ended September 30, 2025 and for the year ended December 31, 2024, respectively.

The accumulated goodwill impairment for patient services was $26,179 as of September 30, 2025, December 31, 2024 and January 1, 2024. The accumulated goodwill impairment for clinical trials & others was $632 as of September 30, 2025 and December 31, 2024. There was no accumulated goodwill impairment for dispensary as of September 30, 2025, December 31, 2024 and January 1, 2024.

Note 18. Net Loss Per Share

The following table sets forth the computation of the Company's basic and diluted net loss per share to common stockholders for the three and nine months ended September 30, 2025 and 2024.


(in thousands, except share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss attributable to TOI	$	(16,504)	$	(16,113)	$	(53,098)	$	(51,481)

Net loss attributable to TOI available for distribution	(16,504)		(16,113)		(53,098)		(51,481)
Net loss attributable to participating securities, basic and diluted	(2,734)		(2,890)		(9,220)		(9,302)
Net loss attributable to common stockholders, basic and diluted	$	(13,770)	$	(13,223)	$	(43,878)	$	(42,179)
Weighted average common shares outstanding, basic and diluted	97,474,797		75,524,823		89,333,733		74,838,340
Net loss income per share attributable to common stockholders, basic and diluted	$	(0.14)	$	(0.18)	$	(0.49)	$	(0.56)

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The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Convertible note	10,505,428	12,839,967	10,505,428	12,839,967
Stock options	4,113,588	7,761,895	4,113,588	7,761,895
RSUs	3,280,729	1,461,679	3,280,729	1,461,679

Earnout Shares	—	794,008	—	794,008
Public Warrants	5,749,986	5,749,986	5,749,986	5,749,986
Private Warrants	2,187,283	3,177,542	2,187,283	3,177,542
Common Warrants in connection with private placement and exchange agreement	8,307,481	—	8,307,481	—
Pre-Funded Warrants in connection with private placement	2,886,614	—	2,886,614	—

Note 19. Segment Information

The Company operates its business and reports its results through three operating and reportable segments: dispensary, patient services, and clinical trials & other in accordance with ASC 280. See Note 2 for a summary of the Company’s policy on segment information.

Summarized financial information for the Company’s segments is shown in the following tables:


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue
Patient services	$	60,195	$	49,752	$	169,154	$	154,666
Dispensary	75,895		48,210		187,761		132,329
Clinical trials & other	474		1,939		3,857		6,150
Consolidated revenue	$	136,564	$	99,901	$	360,772	$	293,145

Direct costs
Intravenous (IV) drug costs	$	36,822	$	28,749	$	101,035	$	91,404
Clinician salaries and benefits	14,769		14,940		42,854		44,775
Medical supplies and other	2,981		1,429		8,913		4,958
Total patient services (A)	$	54,572	$	45,118	$	152,802	$	141,137
Dispensary (B)	63,072		40,091		154,021		111,701
Clinical trials & other (C)	—		326		279		946
Total segment direct costs	$	117,644	$	85,535	$	307,102	$	253,784
Depreciation expense
Patient services	$	737	$	559	$	2,259	$	1,574
Dispensary	2		31		8		92
Clinical trials & other	—		—		32		—
Total segment depreciation expense	$	739	$	590	$	2,299	$	1,666

Amortization of intangible assets
Patient services	$	717	$	718	$	2,154	$	1,437

Clinical trials & other	—		55		110		110
Total segment amortization	$	717	$	773	$	2,264	$	1,547

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(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating income
Patient services	$	4,169	$	3,357	$	11,939	$	10,518
Dispensary	12,821		8,088		33,732		20,536
Clinical trials & other	474		1,558		3,436		5,094
Total segment operating income	$	17,464	$	13,003	$	49,107	$	36,148
Other items not allocated to segments:






Selling, general and administrative expense	$	25,251	$	26,646	$	77,534	$	82,970
Non-segment depreciation and amortization	267		210		749		1,367
Total consolidated operating loss	$	(8,054)	$	(13,853)	$	(29,176)	$	(48,189)
Interest expense, net	1,920		2,225		9,360		6,328
Change in fair value of derivative warrant liabilities	150		(20)		246		(572)
Change in fair value of conversion option derivative liabilities	5,977		—		13,273		(2,568)
Other, net	403		55		1,174		104

Consolidated loss before provision for income taxes	$	(16,504)	$	(16,113)	$	(53,229)	$	(51,481)


(in thousands)	September 30, 2025		December 31, 2024
Assets
Capitated accounts receivable	$	2,902	$	3,695
FFS accounts receivable	35,338		26,532
IV drug inventory	7,611		6,556
Other assets	28,240		31,667
Patient services	74,091		68,450

Oral drug accounts receivable	8,845		6,371
Oral drug inventory	11,271		3,483
Other assets	7,105		4,574
Dispensary	27,221		14,428

Clinical trials & other	4,025		7,974
Non-segment assets	58,282		81,865
Total assets	$	163,619	$	172,717

The Company’s chief operating decision maker "or CODM" is the Chief Executive Officer. The CODM uses segment operating income to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income for evaluating drug pricing to assess each segment’s performance by comparing the results and return on assets of each segment with one another and in the compensation of specific employees.

(A) Direct costs - patient services primarily includes chemotherapy drug costs, clinician salaries and benefits, and medical supplies. Clinicians include oncologists, advanced practice providers such as physician assistants and nurse practitioners, and registered nurses employed by the TOI PCs. These costs are regularly provided to the CODM to evaluate IV drug costs and clinician performance.

(B) Direct costs - dispensary primarily includes the cost of oral medications dispensed in the TOI PCs’ clinic locations. The CODM regularly reviews these costs evaluate drug margins, compression, and to evaluate suppliers.

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(C) Direct costs - clinical trials & other primarily includes costs related to clinical trial contracts and medical supplies.

Note 20. Related Party Transactions

Related party transactions include payments for consulting services provided to the Company, clinical trials, board fees and expenses. Related party payments for the three and nine months ended September 30, 2025 and 2024 were as follows:


(in thousands)		Three Months Ended September 30,				Nine Months Ended September 30,
	Type	2025		2024		2025		2024

Karen M Johnson	Board Fees	$	19	$	19	$	56	$	58
Richard Barasch	Board Fees	—		—		—		5
Anne M. McGeorge	Board Fees	19		19		56		56
Mohit Kaushal	Board Fees	19		19		59		58

Maeve O'Meara Duke	Board Fees	—		19		—		57
M33 Growth LLC (Gabe Ling)	Board Fees	19		19		58		59
Mark L. Pacala	Board Fees	19		19		56		57

Brad Hively	Board Fees	19		29		56		66
Total		$	114	$	143	$	341	$	416

There are no outstanding related party balances at September 30, 2025 and December 31, 2024, other than the debt balance (See Note 11).

Note 21. Subsequent Events

In October 2025, the Company sold 752 thousand shares of its Common Stock through its sales agent, B.Riley Securities. The Company generated approximately $2.6 million in aggregate gross proceeds from sales under the “at-the-market” offering program and paid fees to the sales agent of approximately $106 thousand.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of The Oncology Institute, Inc. ("TOI") along with its consolidating subsidiaries (the "Company"). The discussion should be read together with the unaudited condensed consolidated financial statements and the related notes that are included elsewhere in this Report. The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements are based upon current expectations, as well as management's beliefs and assumptions and involve a high degree of risk and uncertainty. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements that include the words "believes," "anticipates," "plans," "expects." "intends," and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include those described under the heading "Risk Factors" (Item 1A) in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed on March 26, 2025. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the filing date of this Quarterly Report on Form 10-Q and we assume no obligation to update any forward-looking statements or the reasons why our actual results may differ. All dollar values are expressed in thousands, unless otherwise noted.

Unless the context dictates otherwise, references in this Report on Form 10-Q to the “Company,” “we,” “us,” “our,” and similar words are references to The Oncology Institute, Inc., a Delaware corporation (“TOI”), and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”).

Overview

The Oncology Institute, Inc. (“TOI”), originally founded in 2007, is a leading, national platform delivering integrated direct care and cost management to patients and payors who are experiencing or managing members undergoing treatment for cancer and other complex medical conditions.

Through wholly-owned subsidiaries and affiliated entities, TOI operates combined community clinics and infusion suites staffed with providers who administer latest-generation cancer treatments including chemotherapy, immunotherapy, oncolytics, and radiation oncology. Additionally, TOI provides coordinated case management, drug formulary management, and fully-delegated networks of care providers, all of which we use to drive improved treatment outcomes at the lowest possible cost to our patients and payors. Additionally, TOI operates a specialty pharmacy that includes both in-office and mail-order dispensing for complementary oral and self-injectable medications taken by our patients concurrent with their in-office cancer therapies. Given the scale, breadth, and depth of our oncological expertise, TOI also contributes through a third party significantly to clinical research in the fields of oncology, hematology, and supportive medications and devices.

Components of Results of Operations

Revenue

The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) pharmacy benefit managers (“PBMs”), (iii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”); (iv) state governments under Medicaid and other programs; (v) other third-party payors and managed care organizations (e.g., risk bearing organizations and independent practice associations (“IPAs”)); and (vi) individual patients and clients.

Revenue primarily consists of capitation revenue, fee-for-service (“FFS”) revenue, dispensary revenue, and clinical trials revenue. Capitation and FFS revenue comprise the revenues within the Company’s patient services segment and are presented together in the results of operations. The following paragraphs provide a summary of the principal forms of our billing arrangements and how revenue is recognized for each type of revenue.

Capitation

Capitation revenues consist primarily of fees for medical services provided by the TOI PCs to the Company's patients under a capitated arrangement with various managed care organizations. Capitation revenue is paid monthly based on the

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number of enrollees by the contracted managed care organization (per member per month or “PMPM”). Capitation contracts generally have a legal term of one year or longer. Payments in capitation contracts are variable since they primarily include PMPM fees associated with unspecified membership that fluctuates throughout the term of the contract; however, based on our experience, our total underlying membership generally increases over time as penetration of Medicare Advantage products grows. Certain contracts include terms for a capitation deduction where the cost of out-of-network referrals of members are deducted from the future payment. Revenue is recognized in the month services are rendered on the basis of the transaction price established at that time.

Fee-for-service revenue

FFS revenue represents revenue earned under contracts in which we bill and collect for specific medical services rendered by the TOI PCs’ employed physicians. The terms for FFS contracts are short in duration and only last for the period over which services are rendered (typically, one day). FFS revenue consists of fees for medical services provided to patients. As specialist providers, our FFS revenue is dependent on referrals from other physicians, such as primary care physicians. The Company's affiliated providers build trusted, professional relationships with these physicians and their associated medical groups, which can lead to recurring FFS volume; however, this volume is subject to numerous factors the Company cannot control and can fluctuate over time. The Company also receives FFS revenue for capitated patients that receive medical services which are excluded from the Company's capitation contracts. Under the FFS arrangements, third-party payors and patients are billed for patient care services provided by the TOI PCs. Payments for services provided are generally less than billed charges. The Company records revenue net of an allowance for contractual adjustments, which represents the net revenue expected to be collected from third-party payors (including managed care, commercial, and governmental payors such as Medicare and Medicaid), and patients. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plan, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries). The recognition of net revenue (gross charges less contractual allowances) from such services is dependent on certain factors, such as the proper completion of medical charts following a patient visit, the forwarding of such charts to our billing center for medical coding and entering into the Company's billing system, and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded on the date the services are rendered based on the information known at the time of entering of such information into the Company's billing systems as well as an estimate of the revenue associated with medical services.

Dispensary and pharmacy

Oral prescription drugs prescribed by doctors to their patients are sold directly through the TOI PCs’ dispensaries. Revenue for the prescriptions is based on fee schedules set by various PBMs and other third-party payors. The fee schedule is often subject to direct and indirect remuneration (“DIR”) fees, which are based primarily on pre-established metrics. DIR fees may be assessed in the periods after payments are received against future payments. The Company recognizes revenue, deducted by actual and estimated DIR fees, at the time the patient takes possession of the oral drug.

Clinical trials & other revenue

The TOI PCs also enter into contracts to perform clinical research trials. The terms for clinical trial contracts last many months as the clinical research is performed. Each contract represents a single, integrated set of research activities that are satisfied over time as the output of results from the trial is captured for the trial sponsor to review. Under the clinical trial contracts, the TOI PCs receive a fixed payment for administrative, set-up, and close-down fees; a fixed amount for each patient site visit; and certain expense reimbursements. The Company recognizes revenue for these arrangements on the fees earned to date based on the state of the trial, as established under contract with the customer. Effective May 2025, the Clinical Trials segment is operated by a third party in its entirety under a profit sharing arrangement with the Company.

Operating Expenses

Direct costs - patient services

Direct costs - patient services primarily includes chemotherapy drug costs, clinician salaries and benefits, and medical supplies. Clinicians include oncologists, advanced practice providers such as physician assistants and nurse practitioners, and registered nurses employed by the TOI PCs.

Direct costs - dispensary

Direct costs - dispensary primarily includes the cost of oral medications dispensed in the TOI PCs’ clinic locations.

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Direct costs - clinical trials & other

Direct costs - clinical trials & other primarily includes costs related to clinical trial contracts and medical supplies.

Selling, general and administrative expense

Selling, general and administrative expenses include employee-related expenses, including both clinic and field support staff as well as central administrative and corporate staff. These expenses include salaries and related costs and stock-based compensation for our executives and physicians. The Company's selling, general and administrative expenses also includes occupancy costs, technology infrastructure, operations, clinical and quality support, finance, legal, human resources, and business development. Following the consummation of the Business Combination, general and administrative expenses have increased, and the Company expects continued increases over time, due to the additional legal, accounting, insurance, investor relations and other costs that the Company incurs as a public company, as well as other costs associated with continuing to grow the business. While the Company expects its selling, general and administrative expenses to increase in absolute dollars in the foreseeable future. such expenses are on average expected to decrease as a percentage of revenue over the long term.

Results of Operations

The following table sets forth our Condensed Consolidated Statements of Operations data expressed as a percentage of total revenues for the periods indicated. The Company’s management is not aware of material events or uncertainties that would cause the financial information below to not be indicative of future operating results or results of future financial condition, although past results should not be relied upon as an indication of future performance or future financial condition.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue
Patient services	44.1	%	49.8	%	46.9	%	52.8	%
Dispensary	55.6	%	48.3	%	52.0	%	45.1	%
Clinical trials & other	0.3	%	1.9	%	1.1	%	2.1	%
Total operating revenue	100.0	%	100.0	%	100.0	%	100.0	%
Operating expenses
Direct costs – patient services	40.0	%	45.2	%	42.4	%	48.1	%
Direct costs – dispensary	46.2	%	40.1	%	42.7	%	38.1	%
Direct costs – clinical trials & other	—	%	0.3	%	0.1	%	0.3	%

Selling, general and administrative expense	18.5	%	26.7	%	21.5	%	28.3	%
Depreciation and amortization	1.3	%	1.6	%	1.5	%	1.6	%
Total operating expenses	106.0	%	113.9	%	108.2	%	116.4	%
Loss from operations	(6.0)	%	(13.9)	%	(8.2)	%	(16.4)	%
Other non-operating expense (income)
Interest expense, net	1.4	%	2.2	%	2.6	%	2.2	%

Change in fair value of derivative warrant liabilities	0.1	%	—	%	0.1	%	(0.3)	%

Change in fair value of conversion option derivative liabilities	4.4	%	—	%	3.7	%	(0.9)	%

Other, net	0.3	%	0.1	%	0.4	%	0.2	%
Total other non-operating loss	6.2	%	2.3	%	6.8	%	1.2	%
Loss before provision for income taxes	(12.2)	%	(16.2)	%	(15.0)	%	(17.6)	%
Income tax benefit	—	%	—	%	—	%	—	%
Net loss	(12.2)	%	(16.2)	%	(15.0)	%	(17.6)	%

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Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Revenue


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
(dollars in thousands)	2025		2024		$		%		2025		2024		$		%
Patient services	$	60,195	$	49,752	$	10,443	21.0	%	$	169,154	$	154,666	$	14,488	9.4	%
Dispensary	75,895		48,210		27,685		57.4	%	187,761		132,329		55,432		41.9	%
Clinical trials & other	474		1,939		(1,465)		(75.6)	%	3,857		6,150		(2,293)		(37.3)	%
Total operating revenue	$	136,564	$	99,901	$	36,663	36.7	%	$	360,772	$	293,145	$	67,627	23.1	%

Patient services

The increase in patient services revenue for the three and nine months ended September 30, 2025 compared to the same periods in the prior year was primarily due to a 11.7% and 5.7% increase in FFS revenue, respectively. This was driven by momentum in new markets in addition to the impact of our investments in referral relationship management, steady patient volumes, and call center expansion.

Dispensary

The increase in dispensary revenue for three months ended September 30, 2025 as compared to the same quarter prior year was primarily due to a 97.7% increase in the number of fills due to the continued growth in the attachment of prescriptions to our patient visits, offset by a 20.4% decrease in the average revenue per fill. Dispensary revenue increased 41.9% for the nine months ended September 30, 2025 as compared to same quarter prior year primarily due to a 81% increase in the number of fills, offset by a 13.1% decrease in average revenue per fill. This is driven by increases in both our capitated and fee-for-service lives, and improved performance of our retail and MID pharmacies through higher prescription volumes and greater pharmacy attachment within our network.

Clinical trials & other

The decrease in clinical trials and other revenue was due to the profit sharing agreement as described in Note 1 of the financial statements, compared to the three and nine months ended September 30, 2024.

Operating Expenses


	Three Months Ended September 30,			Change				Nine Months Ended September 30,			Change
(dollars in thousands)	2025	2024		$		%		2025	2024		$		%
Direct costs – patient services	$54,572	$	45,118	$	9,454	21.0	%	$152,802	$	141,137	$	11,665	8.3	%
Direct costs – dispensary	63,072	40,091		22,981		57.3	%	154,021	111,701		42,320		37.9	%
Direct costs – clinical trials & other	0	326		(326)		(100.0)	%	279	946		(667)		(70.5)	%

Selling, general and administrative expense	25,251	26,646		(1,395)		(5.2)	%	77,534	82,970		(5,436)		(6.6)	%
Depreciation and amortization	1,723	1,573		150		9.5	%	5,312	4,580		732		16.0	%
Total operating expenses	$144,618	$	113,754	$	30,864	27.1	%	$389,948	$	341,334	$	48,614	14.2	%

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Patient services cost

The increase in patient services cost for the three months ended September 30, 2025 as compared to the same quarter prior year was primarily due to a 17.7% increase in intravenous drug costs, driven by the Company's patient mix and volume, offset by a 1.8% decrease in clinical payroll costs as the Company adjusts physician compensation to better match performance, as well as increases use of advanced practice providers which results in a more efficient labor mix. Patient service costs for the nine months ended September 30, 2025 as compared to the same period prior year were relatively stable as both revenue and margin in both capital and fee-for-service increased.

Dispensary cost

The increase in dispensary cost for the three months ended September 30, 2025 was primarily due to a 97.7% increase in the number of prescriptions filled offset by a 20.4% decrease in the average cost of the prescriptions filled, as compared to the three months ended September 30, 2024. The increase in dispensary cost for the nine months ended September 30, 2025 was primarily due to a 60.7% increase in the number of prescriptions filled offset by a 13.6% decrease in the average cost of the prescriptions filled, as compared to the nine months ended September 30, 2024.

Selling, general and administrative expense

Selling, general and administrative ("SG&A") expenses in Q3 2025 were $25.4 million, compared with $26.6 million, in the same quarter 2024, a decrease of 4.5%. SG&A for the nine months ended September 30, 2025 decreased 6.6% as compared to the same period prior year. The decrease in SG&A expenses was due to our cost discipline and operational efficiency. We believe there is further leverage in the model with increased scale, as well as the adoption of AI enablement. We are planning to launch AI pilots around prior-authorization and denial automation, and to launch a next-generation call center in the fourth quarter.

Other Non-Operating Expense (Income)


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
(dollars in thousands)	2025		2024		$		%		2025		2024		$		%
Interest expense, net	$	1,920	$	2,225	$	(305)	(13.7)	%	$	9,360	$	6,328	$	3,032	47.9	%

Change in fair value of derivative warrant liabilities	150		(20)		170		(850.0)	%	246		(572)		818		(143.0)	%

Change in fair value of conversion option derivative liabilities	5,977		—		5,977		—	%	13,273		(2,568)		15,841		(616.9)	%

Other, net	403		55		348		632.7	%	1,174		104		1,070		1028.8	%
Total other non-operating loss	$	8,450	$	2,260	$	6,190	273.9	%	$	24,053	$	3,292	$	20,761	630.7	%

Interest expense, net

The increase in interest expense for the nine months ended September 30, 2025 compared to the prior year same period was primarily the result of a prepayment related to the Senior Secured Convertible Note in which the Company recognized a loss of extinguishment of debt of $2,900 during the first quarter of 2025, offset by accretion related to marketable treasury securities. The decrease in interest expense for the three months ended September 30, 2025 as compared to the prior year same quarter was primarily the result of the February 2025 prepayment related to the Senior Secured Convertible Note causing a decrease in interest expense related to the debt.

Change in fair value of liabilities

The increase in the fair value of liabilities was primarily due to a $5,977 and $13,273 unfavorable increase in the fair value of conversion option derivative liabilities due to the stock price increasing for the three and nine months ended September 30, 2025, respectively, compared to $0 and $(2,568) change in the fair value of the conversion option derivative liabilities for the three and nine months ended September 30, 2024, respectively.

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Key Business Metrics

In addition to our financial information, the Company's management reviews a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Clinics (1)	80		86		80		86
Markets	22		14		22		14
Lives under value-based contracts (millions)	1.9		1.9		1.9		1.9
Adjusted EBITDA (in thousands) (2)	$	(3,459)	$	(8,196)	$	(12,555)	$	(27,847)

(1) Includes independent oncology practices to which we provide limited management services, but do not bear the operating costs.

(2) Adjusted EBITDA is a "non-GAAP" financial measure within the meaning of Item 10 of Regulation S-K promulgated by the SEC. The Company defines Adjusted EBITDA as net income (loss) adjusting for:

•Depreciation and amortization,

•Interest expense, net,

•Income tax and other taxes

•Non-cash addbacks,

•Share-based compensation,

•Changes in fair value of liabilities,

•Unrealized (gains) losses on investments

•Practice acquisition-related costs,

•Post combination compensation,

•Consulting fees,

•Infrastructure and workforce costs, and

•Transaction costs.

The Company includes Adjusted EBITDA because it is an important measure which our management uses to assess the results of operations, to evaluate factors and trends affecting the business, and to plan and forecast future periods.

Management believes that this measure provides an additional tool to assess operational performance and trends in, and comparing our financial measures with, other similar companies, many of which present similar non-GAAP financial measures to investors. Be aware that the Company’s non-GAAP financial measure may be different from the non-GAAP financial measures used by other companies, including the Company’s competitors. The use of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Management encourages investors and others to review the Company's financial information in its entirety, including the financial statements and the related notes thereto, and not to rely on any single financial measure.

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The following tables provide a reconciliation of net loss, the most closely comparable GAAP financial measure, to Adjusted EBITDA:


	Three Months Ended September 30,				Change
(dollars in thousands)	2025		2024		$		%
Net loss	$	(16,504)	$	(16,113)	$	(391)	2.4	%
Depreciation and amortization	1,723		$	1,573	150		9.5	%
Interest expense, net	1,920		$	2,225	(305)		(13.7)	%
Income tax and other taxes	(10)		$	—	(10)		—	%
Non-cash addbacks(1)	164		$	(102)	266		(260.8)	%
Share-based compensation	1,024		$	2,389	(1,365)		(57.1)	%

Changes in fair value of liabilities	6,127		$	(20)	6,147		(30,735.0)	%
Unrealized (gains) losses on investments	—		$	(18)	18		(100.0)	%

Post-combination compensation expense(2)	13		$	45	(32)		(71.1)	%
Consulting fees(3)	782		$	352	430		122.2	%
Infrastructure and workforce costs(4)	1,302		$	1,473	(171)		(11.6)	%

Adjusted EBITDA	$	(3,459)	$	(8,196)	$	4,737	(57.8)	%

(1) During the three months ended September 30, 2025, non-cash addbacks was primarily comprised of certain expenses incurred through our shared services agreement with Helios of $318, offset by non-cash rent expense of $154. During the three months ended September 30, 2024, non-cash addbacks were primarily comprised of non-cash rent of $104 offset by net credit loss of $2.

(2) Deferred consideration payments for practice acquisitions that are contingent upon the seller’s future employment at the Company.

(3) Consulting fees were comprised of a subset of the Company’s total consulting fees, and related to certain non-recurring advisory projects during the three months ended September 30, 2025. During the three months ended September 30, 2024, these fees related to non-recurring advisory projects and software implementations.

(4) Infrastructure and workforce costs were comprised of recruiting expenses to build out corporate infrastructure of $207 and $218, severance expenses resulting from cost rationalization programs of $40 and $67, temporary labor of $2 and $142, stop-loss contract timing of approximately $62 and $0, and non-recurring legal fees related to infrastructure build out and settlements of $551 and $948 during the three months ended September 30, 2025 and 2024, respectively.


	Nine Months Ended September 30,				Change
(dollars in thousands)	2025		2024		$		%
Net loss	$	(53,098)	$	(51,481)	$	(1,617)	3.1	%
Depreciation and amortization	5,312		4,580		732		16.0	%
Interest expense, net	9,360		6,328		3,032		47.9	%
Income tax and other taxes	(24)		—		(24)		—	%
Non-cash addbacks(1)	2,223		(210)		2,433		(1,158.6)	%
Share-based compensation	3,234		9,862		(6,628)		(67.2)	%

Changes in fair value of liabilities	13,519		(3,140)		16,659		(530.5)	%
Unrealized (gains) losses on investments	6		(134)		140		(104.5)	%

Post-combination compensation expense(2)	39		361		(322)		(89.2)	%
Consulting fees(3)	1,621		772		849		110.0	%
Infrastructure and workforce costs(4)	5,252		5,197		55		1.1	%
Transaction costs(5)	1		18		(17)		(94.4)	%
Adjusted EBITDA	$	(12,555)	$	(27,847)	$	15,292	(54.9)	%

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(1) During the nine months ended September 30, 2025, non-cash addbacks was comprised of the write-off of the net assets of the Clinical Trials segment and certain expenses incurred through our shared services agreement with Helios of $2,716, offset by non-cash rent expense of $492. During the nine months ended September 30, 2024, non-cash addbacks were primarily comprised of non-cash rent of $261, offset by net reversal of bad debt recovery of $51.

(2) Deferred consideration payments for practice acquisitions that are contingent upon the seller’s future employment at the Company.

(3) Consulting fees were comprised of a subset of the Company’s total consulting fees, and related to certain non-recurring advisory projects during the nine months ended September 30, 2025 and 2024.

(4) Infrastructure and workforce costs were primarily comprised of non-recurring legal fees related to infrastructure build out and settlements of $1,820 and $3,307, recruiting expenses to build out corporate infrastructure of $634 and $930, severance expenses resulting from cost rationalization programs of $229 and $219, stop-loss contract timing of approximately $1,160 and $0, and temporary labor of $217 and $468 during the nine months ended September 30, 2025 and 2024, respectively.

(5) Transaction costs incurred during the nine months ended September 30, 2025 and 2024 were comprised of consulting, legal, administrative and regulatory fees associated with non-recurring due diligence projects.

Liquidity and Capital Resources

General

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2025, the Company conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to its ability to continue as a going concern within one year after the date of the issuance of such financial statements. The Company had cash and cash equivalents of $27,658 and an accumulated deficit of $263,911 at September 30, 2025, and a net loss of $53,098 and net cash used in operations of $27,820 for the nine months ended September 30, 2025. In February 2025, the Company entered into an Amendment to the Facility Agreement (see Note 11 - Debt) in which the Company made a partial prepayment of approximately $20,000 together with accrued and unpaid interest. Among other items, the Amendment provided for the removal of the financial covenant that required the Company to hold at least $40,000 of cash and cash equivalents in accounts that are subject to control agreements in favor of the Agent. Additionally, on March 24, 2025, the Company entered into a securities purchase agreement for a private placement that resulted in gross proceeds of approximately $16,500 to the Company before deducting placement agent fees and offering expenses (see Note 13 - Stockholders' Equity). Additionally, the Company's lender and existing investor, entered into an exchange agreement, in which approximately $4,100 aggregate principal amount of the Company's senior secured convertible notes was exchanged for common-equivalent preferred stock and warrants for common stock.

In the third quarter of 2025, the Company generated approximately $11.8 million in aggregate gross proceeds from sales under the “at-the-market” offering program and paid fees to the sales agents of approximately $471 thousand.

The Company has also taken a number of other actions to increase cash flow. As one of our strategic priorities in 2024 and beyond, the Company implemented an initiative to eliminate cash burn. Due to efforts towards working capital management that saw improvements across receivables, inventory, and payables, the Company was able to improve cash flow from operations of approximately $2,904 for the nine months ended September 30, 2025 over the prior year same period. Additionally, we generated a 5% reduction in SG&A expenses compared to the prior year same quarter directly as a result of our ongoing efforts to streamline operations, improve efficiency, and optimize our overhead resourcing.

Accordingly, the Company has concluded that it will have sufficient liquidity to fund its operations for at least one year from the date these consolidated financial statements are issued.

Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that such sources will be sufficient to satisfy its liquidity requirements in the future. If the Company cannot generate or obtain needed funds, it might be forced to make substantial reductions in its operating and capital expenses or pursue restructuring plans, which could adversely affect its business operations and ability to execute its current business strategy.

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Cash Flows

The following table presents a summary of the Company's consolidated cash flows from operating, investing, and financing activities for the periods indicated.


	Nine Months Ended September 30,				Change
(dollars in thousands)	2025		2024		$		%
Net cash and cash equivalents used in operating activities	$	(27,820)	$	(30,724)	$	2,904	(9)

Oncology Institute, Inc. 10-Q