STLN on Nasdaq

Starling Oncology, Inc.

Starling Oncology, Inc. is an American Offices and Clinics of Doctors of Medicine services company.1 It is headquartered in Cerritos, California.1 Its shares trade on Nasdaq under the symbol STLN.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSTLN on Nasdaq1
  • IndustryServices-Offices & Clinics of Doctors of Medicine1
  • HeadquartersCerritos, California1
  • Incorporated inDE2
  • Business address18000 Studebaker Rd, Suite 800, Cerritos, Ca 907032
  • Filer categoryAccelerated filer, Smaller reporting company2
  • Legal formCorporation

Formed in 2007, the business of what is now The Oncology Institute, Inc. ("TOI", the "Company", "we", or "our) and its affiliated professional corporations was created initially as a collection of community oncology practices in southern California, and has evolved to be a national leader in the pursuit of reducing the ever-rising cost of oncology care, while embracing clinical best practices, state-of-the-art technology, and compassionate treatment of patients.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-7.2%Operating margin4
-12.1%Net margin4
27.8%Revenue growth, 20254
-$27.8MFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Health Care, Specialty Pharmacy brought in 54% of the revenue Starling Oncology, Inc. broke down this way in fiscal 2025.

  1. Health Care, Specialty Pharmacy$269.2M454%up 50% from 2024
  2. Fee For Service$148.5M430%up 9% from 2024
  3. Capitated Revenue$80.5M416%up 17% from 2024
  4. Clinical Research Trials And Other Revenue$4.6M41%down 47% from 2024
Products and services by year
Products and services20242025
Health Care, Specialty Pharmacy$179.9M$269.2M
Fee For Service$136.2M$148.5M
Capitated Revenue$68.7M$80.5M
Clinical Research Trials And Other Revenue$8.6M$4.6M

Business segments

Specialty pharmacy, brought in 54% of the revenue Starling Oncology, Inc. broke down this way in fiscal 2025.

  1. Specialty pharmacy,$269.2M454%up 50% from 2024
  2. Patient Services,$229.0M446%up 12% from 2024
  3. Clinical Trials And Other,$4.6M41%down 47% from 2024
Business segments by year
Business segments20242025
Specialty pharmacy,$179.9M$269.2M
Patient Services,$204.9M$229.0M
Clinical Trials And Other,$8.6M$4.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin21¢$105.6M
  • Other costs79¢$397.0M
  • Income tax0¢$131.0K

Out of $502.7M in revenue.4 The company lost money this year.

Financial statements

Revenue56784$502.7M in 2025+168% since 2020
0$200.0M$400.0M$600.0M2020: $187.5M$187.5M20202021: $203.0M$203.0M2021+8%2022: $252.5M$252.5M2022+24%2023: $324.2M$324.2M2023+28%2024: $393.4M$393.4M2024+21%2025: $502.7M$502.7M2025+28%
Operating income56784-$36.1M in 2025+340% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M02020: -$8.2M-$8.2M20202021: -$45.9M-$45.9M2021+459%2022: -$82.0M-$82.0M2022+79%2023: -$77.0M-$77.0M2023−6%2024: -$60.1M-$60.1M2024−22%2025: -$36.1M-$36.1M2025−40%
Net income56784-$60.6M in 2025+323% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M0$25.0M2020: -$14.3M-$14.3M20202021: -$10.9M-$10.9M2021−24%2022: $152.0K$152.0K20222023: -$83.1M-$83.1M20232024: -$64.7M-$64.7M2024−22%2025: -$60.6M-$60.6M2025−6%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Total operating revenue$502.7M$393.4M
Selling, general and administrative expense$105.6M$107.8M
Depreciation and amortization$6.9M$6.3M
Total operating expenses$538.8M$453.5M
Loss from operations-$36.1M-$60.1M
Interest expense, net$11.3M$7.5M
Change in fair value of derivative warrant liabilities$247.0K-$619.0K
Change in fair value of conversion option derivative liabilities$12.2M-$2.7M
Other, net$925.0K$365.0K
Total other non-operating expense$24.7M$4.5M
Loss before provision for income taxes-$60.7M-$64.7M
Income tax benefit$131.0K$0
Net loss-$60.6M-$64.7M
Net loss attributable to common stockholders, basic-$50.3M-$53.0M
Net loss attributable to common stockholders, diluted-$50.3M-$53.0M
Weighted-average number of shares outstanding, basic (in shares)92.4M shares75.0M shares
Weighted-average number of shares outstanding, diluted (in shares)92.4M shares75.0M shares
Net loss per share attributable to common stockholders, basic (in dollars per share)-$0.54-$0.71
Net loss per share attributable to common stockholders, diluted (in dollars per share)-$0.54-$0.71

Compare Starling Oncology, Inc. with another company

Corporate structure

Starling Oncology, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Starling Oncology, Inc.

  • M33 Growth I L.P. Filed SCHEDULE 13D/A on Starling Oncology, Inc., latest May 15, 2026 (7 filings since Nov 22, 2021)
  • Jorey Chernett Filed SCHEDULE 13G/A on Starling Oncology, Inc., latest Mar 16, 2026 (2 filings since Jan 15, 2026)
  • FOG Ventures Investments, LLC Filed SCHEDULE 13G/A on Starling Oncology, Inc., latest Jun 24, 2025 (2 filings since Nov 24, 2021)
  • Ravi Yang Sarin Filed SCHEDULE 13D/A on Starling Oncology, Inc., latest Apr 23, 2025 (2 filings since Nov 22, 2021)
  • FMR LLC Filed SCHEDULE 13G/A on Starling Oncology, Inc., latest Dec 6, 2024 (4 filings since Dec 10, 2021)
  • Havencrest Healthcare Partners, L.P. Filed SC 13D/A on Starling Oncology, Inc., latest Aug 20, 2024 (6 filings since Nov 22, 2021)
  • Richy Agajanian Filed SC 13G/A on Starling Oncology, Inc., latest Apr 3, 2023 (3 filings since Nov 26, 2021)
  • CITADEL ADVISORS LLC Filed SC 13G/A on Starling Oncology, Inc., latest Feb 14, 2022
  • INTEGRATED CORE STRATEGIES (US) LLC Filed SC 13G/A on Starling Oncology, Inc., latest Feb 14, 2022
  • Park West Asset Management LLC Filed SC 13G/A on Starling Oncology, Inc., latest Feb 14, 2022
  • DAVIDSON KEMPNER PARTNERS Filed SC 13G/A on Starling Oncology, Inc., latest Feb 10, 2022
  • James E. Flynn Filed SC 13D/A on Starling Oncology, Inc., latest Nov 19, 2021
  • Starling Oncology, Inc. Cerritos, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Starling Oncology, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$10.9M4 Dec 31, 2025$7.0M4 Dec 31, 2024+56.7%
Property and equipment, net$10.7M4 Dec 31, 2025$11.9M4 Dec 31, 2024−10.1%
Operating-lease assets (leased space)$22.4M4 Dec 31, 2025$25.8M4 Dec 31, 2024−13.2%

Investments

ItemLatestA year beforeChange
Marketable securities, current$08 Dec 31, 2024$49.4M8 Dec 31, 2023−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$7.2M4 Dec 31, 2025$7.2M4 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$11.0M4 Dec 31, 2025$14.8M4 Dec 31, 2024−25.6%
Finite-lived intangibles, gross$29.8M4 Dec 31, 2025$32.0M4 Dec 31, 2024−7.1%
Accumulated amortization$18.8M4 Dec 31, 2025$17.2M4 Dec 31, 2024+8.9%
Finite-lived intangibles, net$11.0M4 Dec 31, 2025$14.8M4 Dec 31, 2024−25.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$16.9M4 Dec 31, 2025$10.0M4 Dec 31, 2024+68.1%

Properties, in its own words

Our principal executive offices are located in Cerritos, California where we occupy a suite under a lease that expires on December 31, 2027. We use this facility for administration, billing and collections, technology and development and professional services.

We intend to procure additional space as we add team members and expand geographically. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations. As of December 31, 2025, we have leases for 65 clinics located in California, Arizona, Nevada, Florida, and Oregon. Generally, our leases are “net” leases, which require us to pay all of the cost of insurance, taxes, maintenance and utilities. We generally cannot cancel these leases at our option.

Item 2 of the 10-K filed Mar 12, 2026.3

Leadership

Who has led Starling Oncology, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerRobert Carter named Apr 8, 202541
  • Executive OfficerMatthew Miller named Aug 24, 202242

Former names

  • Oncology Institute, Inc.Aug 30, 2021 to Aug 3, 20262
  • DFP HEALTHCARE ACQUISITIONS CORP.Jan 14, 2020 to Nov 12, 20212

Timeline

  1. Sep 2, 20268-K Executive or director change43
  2. Aug 21, 20268-K Entered a material agreement; New debt or obligation44
  3. Aug 6, 20268-K Results of operations45
  4. Aug 3, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure46
  5. Jul 7, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares47
  6. Jun 18, 20268-K Shareholder vote48
  7. May 22, 20268-K Cybersecurity incident49
  8. May 7, 20268-K Results of operations50
  9. Mar 13, 20268-K Regulation FD disclosure51
  10. Mar 12, 20268-K Results of operations52
  11. Feb 23, 20268-K Executive or director change; Regulation FD disclosure53
  12. Jan 12, 20268-K Results of operations54
  13. Nov 16, 2023New chief executive Daniel Virnich becomes CEO13
  14. Nov 16, 2021New chief executive Brad Hively becomes CEO14

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.14) a share, on Nov 13, 2025.55

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results45
  2. May 7, 2026Reported quarterly or annual results50
  3. Mar 12, 2026Reported quarterly or annual results52
  4. Jan 12, 2026Reported quarterly or annual results54
  5. Nov 13, 2025Reported quarterly or annual results56
  6. Aug 13, 2025Reported quarterly or annual results57
  7. May 14, 2025Reported quarterly or annual results58
  8. Mar 24, 2025Reported quarterly or annual results59

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

497 filings to the SEC since October 2021: 8 annual reports, 17 quarterly reports, 77 major events, 257 insider forms, 33 large holders, 2 private raises, 103 other. The latest 20:

  1. Sep 2, 20268-K EDGAR
  2. Aug 24, 20264 EDGAR
  3. Aug 21, 2026144 EDGAR
  4. Aug 21, 20268-K EDGAR
  5. Aug 17, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Aug 6, 202610-Q EDGAR
  7. Aug 6, 20268-K EDGAR
  8. Aug 3, 20268-K EDGAR
  9. Jul 29, 20264 EDGAR
  10. Jul 29, 20264 EDGAR
  11. Jul 29, 20264 EDGAR
  12. Jul 29, 20264 EDGAR
  13. Jul 29, 20264 EDGAR
  14. Jul 29, 20264 EDGAR
  15. Jul 29, 20264 EDGAR
  16. Jul 22, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Jul 16, 20264 EDGAR
  18. Jul 14, 2026144 EDGAR
  19. Jul 13, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Jul 9, 20264 EDGAR

The 497 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

124 open-market trades by officers, directors and large owners since October 2021: 33 buys and 91 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 21, 2026Hively BradDirectorSale298,853$6.51$1.9MForm 4
Aug 14, 2026Chernett Jorey10% ownerBuy12,000$6.54$78.5KForm 4
Jul 21, 2026Chernett Jorey10% ownerBuy18,000$5.27$94.9KForm 4
Jul 14, 2026Podnos YaleChief Medical OfficerSale23,452$6.41$150.4KForm 4
Jul 10, 2026Chernett Jorey10% ownerBuy15,000$5.85$87.8KForm 4
Jun 23, 2026Chernett Jorey10% ownerBuy18,000$5.02$90.4KForm 4
Jun 8, 2026Podnos YaleChief Medical OfficerSale23,451$5.38$126.2KForm 4
Jun 4, 2026Chernett Jorey10% ownerBuy12,000$4.75$57.0KForm 4
May 20, 2026Chernett Jorey10% ownerBuy33,500$4.07$136.3KForm 4
May 19, 2026Chernett Jorey10% ownerBuy5,000$4.05$20.2KForm 4
May 19, 2026Chernett Jorey10% ownerBuy30,000$4.09$122.7KForm 4
Apr 16, 2026Kaushal MohitDirectorSale38,433$3.50$134.5KForm 4
Apr 14, 2026Kaushal MohitDirectorSale57,286$3.50$200.5KForm 4
Apr 9, 2026Chernett Jorey10% ownerBuy20,000$3.10$62.0KForm 4
Mar 27, 2026Chernett Jorey10% ownerBuy27,429$2.96$81.2KForm 4
Mar 26, 2026Chernett Jorey10% ownerBuy50,000$3.15$157.5KForm 4
Mar 24, 2026Chernett Jorey10% ownerBuy125,000$3.11$388.8KForm 4
Mar 20, 2026Chernett Jorey10% ownerBuy25,000$3.35$83.8KForm 4
Mar 17, 2026Chernett Jorey10% ownerBuy75,000$3.42$256.5KForm 4
Mar 16, 2026Chernett Jorey10% ownerBuy60,985$3.29$200.6KForm 4

All 124 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Daniel Virnich47$475.0K$1.9M73
2025Yale Podnos55$447.0K$775.9K73
2025Robert Carter41$390.0K$734.1K73
2024Daniel Virnich47$475.0K$1.1M73
2024Yale Podnos55$407.0K$610.3K73
2024Robert Carter41$288.8K$434.4K73

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Mar 26, 2025Raised $16.4 million in a private offering of equity Form D: 14 investors so far Form D
  2. Aug 9, 2022Raised $110 million in a private offering of debt Form D: 3 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.4,749,030$25.8M0.0%+333,163
Deerfield Management Company, L.P.3,360,052$18.2M0.2%No change
Vanguard Capital Management LLC3,265,531$17.7M0.0%−211,250
Josh Arnold Investment Consultant, LLC2,464,359$13.4M8.4%No change
Geode Capital Management, LLC1,899,998$10.3M0.0%+142,151
Goldman Sachs Group Inc1,735,337$9.4M0.0%+383,438
Wexford Capital LP1,711,323$9.3M1.3%No change
State Street Corp1,552,917$8.4M0.0%+91,463
Nuveen, LLC1,408,720$7.6M0.0%+1,313,456
Renaissance Technologies LLC1,365,913$7.4M0.0%+463,104
CenterBook Partners LP1,241,660$6.7M0.3%−326,763
Marshall Wace, Llp1,222,498$6.6M0.0%+880,233
Vanguard Portfolio Management LLC1,007,037$5.5M0.0%+144,198
Citadel Advisors LLC894,101$4.9M0.0%+285,834
Jane Street Group, LLC852,163$4.6M0.0%+427,269
BRC Group Holdings, Inc.742,593$4.0M0.9%−187,141
Arrowstreet Capital, Limited Partnership710,888$3.9M0.0%+291,465
Two Sigma Investments, LP668,839$3.6M0.0%+361,085
Northern Trust Corp591,534$3.2M0.0%+33,079
Vanguard Fiduciary Trust Co502,049$2.7M0.0%+18,989
FourWorld Capital Management LLC499,196$2.7M3.1%No change
Manatuck Hill Partners, LLC450,000$2.4M0.8%New
Walleye Capital LLC445,832$2.4M0.0%New
Inspire Investing, LLC424,008$2.3M0.1%New
Jpmorgan Chase & Co409,348$2.3M0.0%+39,171

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Starling Oncology, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARStarling Oncology, Inc.1
  • CIK0001799191
  • Employer ID (EIN)84-35623233
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)8011 Services-Offices & Clinics of Doctors of Medicine1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address18000 Studebaker Rd, Suite 800, Cerritos, CA 907031
  • Phone562-735-32261
  • Shares outstanding101,916,115 as of Jul 30, 202610
  • Public float$137.2M as of Jun 30, 20253
  • AuditorBDO USA, P.C., Costa Mesa, California PCAOB ID 243; it also attests to the company’s internal control over financial reporting3
  • On EDGAR sinceJan 14, 20201
  • Filings543 in all: 4 (216), 8-K (79), 3 (31), 424B3 (26), 10-Q (20), 4/A (17), 144 (15), EFFECT (11)1
    All 43 form types

    SC 13G/A (11), CORRESP (10), SC 13D/A (9), SC 13G (8), UPLOAD (8), 10-K (6), DEFA14A (6), DEF 14A (5), SCHEDULE 13D/A (5), 10-K/A (4), 425 (4), 8-K/A (4), POS AM (4), S-1 (4), S-1/A (4), SC 13D (4), ARS (3), S-4/A (3), SCHEDULE 13G/A (3), 10-Q/A (2), 3/A (2), 424B5 (2), D (2), PRE 14A (2), S-3 (2), S-8 (2), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), NT 10-Q (1), S-3/A (1), S-4 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Sep 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par value per shareTOIThe Nasdaq Stock Market LLC
Warrants to purchase common stockTOIIWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Starling Oncology, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 56 risks under these headings, as written.3

  • Risks Related to Our Business
  • Our growth strategy depends on our ability to build or acquire new TOI PC clinics to service our contracts and treat our patients.
  • We have experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on our management and our operational and financial resources.
  • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability.
  • A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the re-emergence of the COVID-19 pandemic, could adversely affect our business.
  • Our services are concentrated in certain geographic areas and populations exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions.
  • If we are unable to attract new patients, our revenue growth will be adversely affected.
  • We primarily depend on reimbursement by third-party payors, as well as payments by individuals, which could lead to delays and uncertainties in the reimbursement process.
  • With many of our value-based agreements, the TOI PCs assume some or all of the risk that the cost of providing services will exceed compensation. If we do not accurately predict the cost to deliver care, some of the TOI PCs’ value-based agreements could become less profitable, or unprofitable.
  • There are significant risks associated with estimating the amount of revenue that is recognized under TOI PCs’ risk agreements with health plans, and if our estimates of revenue are materially inaccurate, it could impact the timing and the amount of our revenue recognition or have a material adverse effect on our business, results of operations, financial condition and cash flows.
  • A significant portion of our consolidated Patient Services revenue is derived from a limited number of health insurance, Independent Practice Associations ("IPAs"), and medical group companies. Those payors could take action to remove, exclude, delay, or otherwise prevent the inclusion of the TOI PCs in their provider networks.
  • A significant portion of sales are from prescription drug sales reimbursed by a limited number of pharmacy benefit management companies with which TOI PCs contract. Those pharmacy benefit management companies could take action to remove, exclude, delay or otherwise prevent the inclusion of the TOI PCs in their provider networks.
The other 45 risks
  • Reductions in government reimbursement rates or changes in the rules governing government healthcare programs could have a material adverse effect on our financial condition and results of operations.
  • We cannot predict the effect that health care reform and other changes in government programs may have on our business, financial condition or results of operations.
  • Inflation can adversely affect us by increasing the costs of drugs, clinical trials and research, administration and other costs of doing business
  • The transition from volume to value-based reimbursement models may have a material adverse effect on our operations.
  • Changes in the payor mix of patients and potential decreases in reimbursement rates as a result of consolidation among plans could adversely affect our revenues and results of operations.
  • We face significant competition from other healthcare services providers. Our failure to adequately compete could adversely affect our business.
  • Competition for physicians and nurses, shortages of qualified personnel or other factors could increase our labor costs and adversely affect our revenue, profitability and cash flows.
  • Because competition for qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to execute our business strategies and growth plans.
  • Certain of our management has limited experience in operating a public company.
  • If we are unable to provide consistently high quality of care, our business will be adversely impacted.
  • We are substantially dependent on a single source of drug supplies and if that supplier does not meet our needs, if there are material price increases on supplies, if we are not reimbursed or adequately reimbursed for drugs purchased or if we are unable to effectively access new technology or superior products, it could negatively impact the ability of the TOI PCs to effectively provide the services we offer and could have a material adverse effect on our business, results of operations, financial condition and cash flows.
  • We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations.
  • We may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business and results of operations.
  • Some jurisdictions preclude the TOI PCs from entering into non-compete agreements with physicians, and other non-compete agreements and restrictive covenants applicable to certain physicians and other clinical employees may not be enforceable.
  • Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities.
  • If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary and internally developed information, the value of our technology could be adversely affected.
  • We conduct some clinical trials in contract with the TCR. If we fail to perform our clinical trial services in accordance with contractual requirements, government regulations and ethical considerations, we could be subject to significant costs or liability and our reputation could be adversely affected.
  • Negative publicity regarding the managed healthcare industry generally could adversely affect our results of operations or business.
  • Our managed clinics may be negatively impacted by weather and other factors beyond our control.
  • Risks Related to Our Regulatory Environment
  • We are dependent on our relationships with the TOI PCs, which are affiliated professional entities that we do not own, to provide healthcare services, and our business would be harmed if those relationships were disrupted or if our arrangements with the TOI PCs become subject to legal challenges.
  • Our managed clinics and the TOI PCs providing professional services at such clinics may become subject to medical liability claims, which could have a material adverse impact on our business.
  • If there is a change in accounting standards by the Financial Accounting Standards Board ("FASB") or the interpretation thereof affecting consolidation of entities, it could have a material adverse effect on our consolidation of total revenues derived from the TOI PCs.
  • Our managed clinics and the TOI PCs may be subject to third-party payor audits, which, if adversely determined against us or the TOI PCs, may have a material effect on our results of operations and financial condition.
  • We are subject to extensive fraud, waste, and abuse laws that may give rise to federal and state audits, investigations, lawsuits and claims against us, the outcome of which may have a material adverse effect on our business, financial condition, cash flows, or results of operations.
  • If any of our managed clinics or TOI PCs lose their regulatory licenses, permits and/or accreditation status, or become ineligible to receive reimbursement under Medicare or Medicaid or other third-party Payors, there may be a material adverse effect on our business, financial condition, cash flows, or results of operations.
  • If we or the TOI PCs fail to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected.
  • Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards and other requirements could adversely affect our business, financial condition and results of operations.
  • We and our TOI PCs are subject to federal, state and local laws and regulations that govern our business. These include regulations of our employment practices, including minimum wage, living wage, and paid time-off requirements, permitting and licensing, employee health and safety and the storage, treatment and disposal of waste. Failure to comply with these laws and regulations, or changes to these laws and regulations that increase our expenses, could adversely impact our operations.
  • We may not be able to utilize a portion of our NOLs to offset future taxable income for U.S. federal income tax purposes, which could adversely affect our net income and cash flows.
  • Future changes to applicable tax laws and regulations and/or their interpretation may have an adverse effect on our business, financial condition and results of operations. Tax rules and regulations are subject to interpretation and require judgment by us that may be successfully challenged by the applicable taxation authorities upon audit, which could result in additional tax liabilities.
  • Risks Related to Our Financial Condition
  • Goodwill and other intangible assets represent a portion of our total assets. Goodwill is tested for impairment at least annually, which could result in a material, non-cash write-down of goodwill and could have a material adverse effect on our results of operations and stockholders’ equity.
  • If the Company is required to record additional goodwill impairment, our financial condition and results could be negatively affected.
  • We may need additional capital to fund our operations and finance our growth, and we may not be able to obtain it on acceptable terms, or at all, which may limit our ability to grow.
  • Risks Related to Our Common Stock and Warrants
  • Our issuance of additional shares of Common Stock, Warrants or other convertible securities may dilute your ownership interest in us and could adversely affect our stock price.
  • Future sales, or the perception of future sales, of our Common Stock and Warrants by us or our existing securityholders in the public market could cause the market price for our Common Stock and Warrants to decline.
  • Delaware law and provisions in our Charter and Bylaws could make a takeover proposal more difficult.
  • Our Common Stock and Warrants may be delisted if we fail to comply with the requirements for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), and if our securities were delisted, the price of our Common Stock and Warrants, our ability to access the capital markets and our ability to comply with the covenants in our Facility Agreement could be negatively impacted.
  • Our certificate of incorporation and our bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which limits our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • The market price of our Common Stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.
  • If securities analysts cease publishing research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our Common Stock, the price of our Common Stock could decline.
  • The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.
  • We do not intend to pay dividends on our Common Stock for the foreseeable future.
  • Our Warrants may have an adverse effect on the market price of our Common Stock.
  • Risks Related to Our Indebtedness
  • The Facility Agreement and the associated restrictive covenants thereunder could adversely affect our financial condition and will restrict our ability to raise capital.
  • The terms of the Senior Secured Convertible Note may have a negative impact on our business and the value of our securities and may result in substantial dilution to our other equity securityholders.

Legal proceedings

From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition.

The opening of Item 3, Legal Proceedings.3

Sources

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