M33 Growth I L.P. - Mar 26, 2025 Form 4 Insider Report for Oncology Institute, Inc. (TOI)

Role: Director, 10%+ Owner
Signature: /s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP
Stock symbol: TOI
Transactions as of: Mar 26, 2025
Transactions value $: $2,999,999
Form type: 4
Date filed: 3/28/2025, 07:36 PM
Previous filing: Nov 22, 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TOI	Common Stock	Award	$2.83M	+2.72M	+19.83%	$1.04	16.4M	Mar 26, 2025	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TOI	Warrant to Purchase Shares of Common Stock	Award	$170K	+1.36M		$0.13	1.36M	Mar 26, 2025	Common Stock	1.36M	$1.20	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 26, 2025, pursuant to a Securities Purchase Agreement, dated March 24, 2025, M33 Growth I LP ("M33 LP") purchased an aggregate of 1,358,449 units ("Units") consisting of 2,716,898 shares of common stock and 1,358,449 warrants ("Warrants") to purchase shares of common stock for an exercise price of $1.1980 per share. M33 acquired the Units for a price per Unit of $2.2084 (an aggregate purchase price of $2,999,998.77), with a cost per share of common stock of $1.0417 and a cost per Warrant of $0.1250. The Warrants are not exercisable to the extent that the exercise thereof would cause the reporting person to beneficially own greater than 19.99% of the outstanding shares of common stock of the Issuer. The purchase of the Units was approved by the Issuer's Board of Directors in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F2	M33 Growth I GP LLC ("M33 LLC") is the general partner of M33 LP ("M33 GP") and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

Content

On March 26, 2025, pursuant to a Securities Purchase Agreement, dated March 24, 2025, M33 Growth I LP ("M33 LP") purchased an aggregate of 1,358,449 units ("Units") consisting of 2,716,898 shares of common stock and 1,358,449 warrants ("Warrants") to purchase shares of common stock for an exercise price of $1.1980 per share. M33 acquired the Units for a price per Unit of $2.2084 (an aggregate purchase price of $2,999,998.77), with a cost per share of common stock of $1.0417 and a cost per Warrant of $0.1250. The Warrants are not exercisable to the extent that the exercise thereof would cause the reporting person to beneficially own greater than 19.99% of the outstanding shares of common stock of the Issuer. The purchase of the Units was approved by the Issuer's Board of Directors in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

M33 Growth I GP LLC ("M33 LLC") is the general partner of M33 LP ("M33 GP") and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.