0001437749-21-027416.txt : 20211124
0001437749-21-027416.hdr.sgml : 20211124
20211124210634
ACCESSION NUMBER: 0001437749-21-027416
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211112
FILED AS OF DATE: 20211124
DATE AS OF CHANGE: 20211124
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jimmy Holdings, Inc.
CENTRAL INDEX KEY: 0001892174
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39248
FILM NUMBER: 211448922
BUSINESS ADDRESS:
STREET 1: 18000 STUDEBAKER ROAD
STREET 2: SUITE 800
CITY: CERRITOS
STATE: CA
ZIP: 90703
BUSINESS PHONE: (310) 547-2445
MAIL ADDRESS:
STREET 1: 18000 STUDEBAKER ROAD
STREET 2: SUITE 800
CITY: CERRITOS
STATE: CA
ZIP: 90703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Agajanian Richy
CENTRAL INDEX KEY: 0001895577
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39248
FILM NUMBER: 211448923
MAIL ADDRESS:
STREET 1: C/O THE ONCOLOGY INSTITUTE OF HOPE
STREET 2: 18000 STUDEBAKER ROAD, SUITE 800
CITY: CERRITOS
STATE: CA
ZIP: 90703
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oncology Institute, Inc.
CENTRAL INDEX KEY: 0001799191
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 18000 STUDEBAKER RD
STREET 2: SUITE 800
CITY: CERRITOS
STATE: CA
ZIP: 90703
BUSINESS PHONE: 562-735-3226
MAIL ADDRESS:
STREET 1: 18000 STUDEBAKER RD
STREET 2: SUITE 800
CITY: CERRITOS
STATE: CA
ZIP: 90703
FORMER COMPANY:
FORMER CONFORMED NAME: DFP HEALTHCARE ACQUISITIONS CORP.
DATE OF NAME CHANGE: 20200108
3
1
rdgdoc.xml
FORM 3
X0206
3
2021-11-12
0
0001799191
Oncology Institute, Inc.
TOI
0001895577
Agajanian Richy
18000 STUDEBAKER ROAD
SUITE 800
CERRITOS
CA
90703
1
0001892174
Jimmy Holdings, Inc.
18000 STUDEBAKER ROAD
SUITE 800
CERRITOS
CA
90703
1
Class A Common Stock
7642253
I
See Footnote
Class A Common Stock
506871
I
See Footnote
Earn Out Right
See Footnote
731345
I
See Footnote
Earn Out Right
See Footnote
1097018
I
See Footnote
Stock Option (right to buy)
0.8500
2028-09-18
See Footnote
596075
I
See Footnote
Stock Option (right to buy)
0.8600
2028-09-18
See Footnote
572925
I
See Footnote
Restricted Shares
See Footnote
90938
I
See Footnote
Restricted Shares
See Footnote
136407
I
See Footnote
Earn Out Right
See Footnote
43043
I
See Footnote
Earn Out Right
See Footnote
64565
I
See Footnote
On November 12, 2021, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as June 28, 2021, by and among DFP Healthcare Acqusitions Corp. ("DFP"), Orion Merger Sub I, Inc. ("First Merger Sub"), Orion Merger Sub II, LLC ("Second Merger Sub"), and TOI Parent, Inc. ("Old TOI"), First Merger Sub merged into Old TOI, with Old TOI being the surivivng corporation then Old TOI merged into Second Merger Sub, with Second Merger Sub being the surviving entity and a wholly owned subsidiary of DFP, which then changed its name to The Oncology Institute, Inc. (such transactions, collectively, the "Business Combination"). Upon consummation of the Business Combination, each issued and outstanding share of common stock of Old TOI was automatically cancelled and the holder thereof was entitled to receive its allocable share of cash and stock consideration pursuant to the Merger Agreement.
Held directly by Jimmy Holdings, Inc., a ten percent owner of the issuer and indirectly by Richy Agajanian, the sole holder of all of the outstanding capital stock of Jimmy Holdings, Inc.
The contractual holder of the earn out right has the right to receive additional Class A Common Stock in connection with the Business Combination. These shares will be received (i) in the event the Issuer's stock price equals or exceeds (x) $12.50 per share for 20 trading days within any 30 consecutive trading days during the two-year period following the closing of the Business Combination, or (y) $15.00 per share for any 20 trading days within any 30 consecutive trading days during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.
The contractual holder of the earn out right has the right to receive Class A Common Stock in connection with the Business Combination. These shares will be received (i) in the event the Issuer's stock price equals or exceeds $15.00 per share for any 20 trading days within any 30 consecutive trading days during the three-year period following the closing of the Business Combination, or (ii) in the event of a qualifying change of control.
These stock options for Class A Common Stock were received in connection with the Business Combination in exchange for time-vested stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement. These options vested as to 1/4th of the total number of shares subject to the option on the first anniversary of the date of grant, September 18, 2018 (the "Original Grant Date"), and as to 1/36th of the total number of remaining shares monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Original Grant Date, subject to continued employment through the vest date. As of the date of this filing 459,475 of the option shares are vested and 136,600 remaining subject to vesting. The vesting of these options will accelerate and fully vest upon the occurrence of certain events specified in the grant agreement for such stock options.
These stock options for Class A Common Stock were received in connection with the Business Combination in exchange for performance based stock options to acquire shares of Old TOI, and reflect the holder's allocable share of stock consideration pursuant to the Merger Agreement. These options vest monthly for 36 months following November 12, 2021, the date of the closing of the Business Combination, subject to continued employment through the vest date. The vesting of these options will accelerate upon a Change in Control, and in connection with termination of employment without Cause, resignation of employment for Good Reason, or in connection with death or Disability (as each of those capitalized terms is defined in the grant agreement for such stock options).
Held by Richy Agajanian's spouse. The reporting persons disclaim beneficial ownership of these securities.
These shares were received in connection with the Business Combination and represent restricted earn-out shares of Class A Common Stock subject to forfeiture and unvested until such time the Issuer's stock price reaches $12.50 per share for 20 trading days within any 30 consecutive trading days for the two-year period following the closing of the Business Combination, subject to continued employment at such time.
The shares were received in connection with the Business Combination and represent restricted earn-out shares of Class A Common Stock subject to forfeiture and unvested until such time the Issuer's stock price reaches $15.00 per share for 20 days within any 30 consecutive trading days for the three-year period following the closing of the Business Combination, subject to continued employment at such time.
Held by Agajanian Holdings LLC. The membership interests of Agajanian Holdings LLC are held by three trusts each of which Richy Agajanian is a trustee or co-trustee and in such capacity has or shares voting and dispositive authority. The reporting persons disclaim beneficial ownership of these securities except to extent of Richy Agajanian's pecuniary interest as a result of being a beneficiary of one or more of the trusts.
/s/ Richy Agajanian, M.D.
2021-11-24
/s/ Richy Agajanian, M.D., as the President and Chief Executive Officer of Jimmy Holdings, Inc.
2021-11-24