8-K
Oncology Institute, Inc. (TOI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
Form 8-K
__________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest eventreported) August 8,2025
___________________________________
THE ONCOLOGY INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
___________________________________
| Delaware | 001-39248 | 84-3562323 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 18000 Studebaker Road, Suite 800, Cerritos, CA | 90703 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (562) 735-3226
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, par value $0.0001 | 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
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. ☐.
Item 5.02. Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2025, Richard Barasch resigned from the Board of Directors of The Oncology Institute, Inc. (the “Company”), effective August 12, 2025. Mr. Barasch’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Anne McGeorge will replace Mr. Barasch as Chair of the Board.
Item 7.01. Regulation FD Disclosure.
On August 13, 2025, the Company issued a press release announcing Mr. Barasch’s resignation, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
| ExhibitNo. | Description |
|---|---|
| 99.1 | Press<br> Release, dated August 13, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 13, 2025 | THE ONCOLOGY INSTITUTE, INC. | |
|---|---|---|
| By: | /s/ Mark Hueppelsheuser | |
| Name: | Mark Hueppelsheuser | |
| Title: | General Counsel |
Exhibit 99.1
The Oncology Institute AnnouncesChanges to Board of Directors
Richard Barasch to Retire; Anne McGeorge Brings ExtensiveFinancial Experience to Role as New Chairman
CERRITOS, Calif., August 13, 2025 (GLOBE NEWSWIRE) -- The Oncology Institute, Inc. (“TOI”) (NASDAQ: TOI) one of the largest value-based oncology groups in the United States, today announced that Richard Barasch will retire from his role as Chairman of the Board, effective August 12, 2025. Anne McGeorge, who currently serves as a Board Member and Chair of the Audit Committee, will succeed Barasch in the role.
“We are thrilled to have Anne McGeorge serve as our next Chairman of the Board,” said Daniel Virnich, MD, CEO of The Oncology Institute. “Having worked with Anne since she joined The Oncology Institute’s board in 2021, I feel confident that she is the right person for the job. Her extensive experience in providing strategic guidance to management teams, deep knowledge of the healthcare space and proven financial acumen have been greatly beneficial to The Oncology Institute thus far and we look forward to working even more closely with her as she takes on this leadership role.”
Ms. McGeorge brings over 35 years of experience as a trusted operational and financial advisor to healthcare organizations. Before retiring in 2017, she helped launch Grant Thornton LLP’s Global Health Care and Life Sciences Practice and served as the managing partner for 10 years, growing it into a $250 million global business during her time in the position. Earlier in her career, she was a partner at both Deloitte and Arthur Andersen and an adjunct professor at the University of North Carolina School of Public Health. Currently, Ms. McGeorge serves on the board of directors and as the chair of the Audit Committee of Dianthus Therapeutics (NASDAQ: DNTH), a clinical-stage biotechnology company, Nimbus Therapeutics and CitiusTech, both privately held healthcare companies, CLEAR Insurance, a Cayman based Captive Insurance Company, and the William and Mary Business School Foundation. She holds an MS degree in Accounting from the University of Virginia and a BBA degree in Accounting from William & Mary.
"I am honored to serve as Chairman and look forward to working with the board and management team to continue advancing our mission of providing exceptional oncology care," said Ms. McGeorge.
Dr. Virnich added, "We thank Richard for his outstanding leadership and dedication to The Oncology Institute. Under his guidance, we became a publicly traded company, strengthened our management team, and we were able to prove our business model and value to payors outside of California. The leadership that he brought to our Board and the organization as a whole will have a lasting impact.”
Mr. Richard Barasch said, ““Having been with The Oncology Institute since it became a public company, I have had the privilege of getting to know this impressive mission-driven organization, so capably led by CEO Dan Virnich. Anne McGeorge is the best candidate to take over my role as Chairman, and I look forward to seeing the contributions she will surely make with her impressive experience and skillset.”
About The Oncology Institute
Founded in 2007, The Oncology Institute, Inc. (NASDAQ: TOI) is advancing oncology by delivering highly specialized, value-based cancer care in the community setting. TOI offers cutting-edge, evidence-based cancer care to a population of approximately 1.9 million patients including clinical trials, transfusions, and other care delivery models traditionally associated with the most advanced care delivery organizations. With over 180 employed and affiliate clinicians and over 100 clinics and affiliate locations of care across five states and growing, TOI is changing oncology for the better. For more information visit www.theoncologyinstitute.com.
Contacts
Media
The Oncology Institute, Inc.
marketing@theoncologyinstitute.com
Investors
ICR Healthcare
TOI@icrhealthcare.com