Delaware
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8000
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85-3984427
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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Subject to Completion
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Dated April 29, 2024
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(i)
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8,337,500 shares of Class A Common Stock held by the Sponsors of Digital Transformation Opportunities Corp. (“DTOC”) (such
shares, the “Founder Shares”) which were issued upon the conversion of the Founder Shares, which includes up to 2,839,375 shares of Class A Common Stock (that may be issued from time to time upon achievement of certain stock price
thresholds) to affiliates of the Company in connection with the earnout provisions set forth in the Sponsor Support Agreement (the “Earnout Shares”). The Sponsor paid approximately $0.003 per share for such shares of Class A Common
Stock.
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(ii)
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28,109,796 shares of the Class A Common Stock issued in connection with the exchange or redemption of AON LLC Common Units
(“Common Units”) and Class B Common Stock issued or Warrants to convert into Class B Common Stock pursuant to the terms of AON LLC’s Amended and Restated LLC Agreement or the Company’s Second Amended and Restated Certificate of
Incorporation, as applicable (collectively, the “Exchange Shares”). AON LLC equityholders exchanged their AON LLC membership units at the ratio set forth in the Business Combination Agreement, which valued the Class A Common Stock at
$10.00 per share
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(iii)
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up to 8,601,203 shares of Class A Common Stock that may be issued from time to time upon conversion of Series A Preferred
Stock including up to 1,949,593 shares of Class A Common Stock that may be issuable pursuant to non-cash dividends that may accrue on the shares of Series A Preferred Stock. As of the date of this prospectus, the Series A Preferred
Stock is convertible into Class A Common Stock at an exchange price of $10.00 per share.
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(iv)
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6,113,333 private placement warrants each exercisable by the Sponsors and their permitted transferees for one share of Class A
Common Stock at an exercise price of $11.50 per share. The Sponsor purchased the private placement warrants at a price of $1.50 per private placement warrant in a private placement simultaneously with the consummation of DTOC’s initial
public offering (the “IPO”).
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(v)
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6,113,333 shares of Class A Common Stock underlying the private placements warrants. If exercised, the holders of the private
placement warrants will be required to exercise the private warrants at an exercise price of $11.50.
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(a)
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8,337,500 shares of Class A Common Stock held by the Sponsors of Digital Transformation Opportunities Corp. (“DTOC”) (such
shares, the “Founder Shares”) which were issued upon the conversion of the Founder Shares, which includes up to 2,839,375 shares of Class A Common Stock (that may be issued from time to time upon achievement of certain stock price
thresholds) to affiliates of the Company in connection with the earnout provisions set forth in the Sponsor Support Agreement (the “Earnout Shares”);
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(b)
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28,109,796 shares of the Class A Common Stock issued in connection with the exchange or redemption of AON LLC Common Units
(“Common Units”) and Class B Common Stock issued or Warrants to convert into Class B Common Stock pursuant to the terms of AON LLC’s Amended and Restated LLC Agreement or Amended and Restated Company Certificate of Incorporation, as
applicable (collectively, the “Exchange Shares”);
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(c)
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up to 8,601,203 shares of Class A Common Stock that may be issued from time to time upon conversion of Series A Preferred
Stock, including up to 1,949,593 shares of Class A Common Stock that may be issuable pursuant to non-cash dividends that may accrue on the shares of Series A Preferred Stock;
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(d)
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6,113,333 private placement warrants each exercisable for one share of Class A Common Stock at an exercise price of $11.50
per share, purchased by the Sponsors and their permitted transferees, at a price of $1.50 per private placement warrant in a private placement simultaneously with the consummation of DTOC’s IPO; and
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(e)
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6,113,333 shares of Class A Common Stock underlying the private placements warrants.
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Selling Securityholder
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Number of
Offered
Securities
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Effective
Purchase
Price
per Offered
Security
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Potential
Profit per
Offered
Security(1)
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Aggregate
Potential
Profit(1)
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Lock-Up
Restrictions
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Entities or persons affiliated with
Digital Transformation Sponsor LLC and permitted transferees
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Founder shares
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8,337,500
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$0.003
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$4.82
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$40,186,750
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(2)
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Private placement warrants
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6,113,333
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$1.50
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$—
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$—
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N/A
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Shares of Class A Common Stock underlying private
placement warrants
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6,113,333
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$11.50(3)
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$—
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$—
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(2)
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AON LLC Equityholders
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Class A Common stock
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28,109,796
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$10.00(4)
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$—
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$—
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(5)
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Holders of Series A Preferred Stock
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Class A Common stock
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8,601,203
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$10.00(6)
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$—
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$—
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N/A
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(1)
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Based on the closing price of our Class A Common Stock on April 22, 2024 of $4.82 and the closing price of our public warrants
on April 22, 2024 of $0.30.
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(2)
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The Sponsor, DTOC’s former directors and officers, certain affiliates of the Sponsor and their permitted transferees agreed to
subject any shares of Class A Common Stock (including Founder Shares) received by them to lock-up restrictions. Pursuant to the Sponsor Support Agreement, during the period beginning on the Closing Date until 12 months after the Closing
Date, such persons may not transfer any of its, his or her shares of Class A Common Stock (including Founder Shares), except for certain limited permitted transfers.
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(3)
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Represents the exercise price of the private placement warrants and public warrants.
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(4)
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Represents the value of AON securities exchanged by AON LLC equityholders at the Business Combination, calculated pursuant to
the exchange ratio set forth in the Business Combination Agreement, which valued AON securities at $10.00 per share.
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(5)
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Equityholders of AON LLC agreed to subject the shares of Class B Common Stock issued to them in the Business Combination to
lock-up restrictions. During the period beginning on the Closing until 6 months after the Closing, such persons may not transfer any of its, his or her shares of Class B Common Stock issued to them in the Business Combination, except
for certain limited permitted transfers, and until the expiration of this lock-up period, such equityholders of AON LLC may not exchange AON LLC common units together with an equal number of shares of AON Class B Common Stock for shares
of AON Class A Common Stock.
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(6)
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Represents the initial conversion price of the Series A Preferred Stock into Class A Common Stock.
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•
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We need to contract and form partnerships with Network Practices in order to execute our growth strategy.
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Our Network Practices primarily depend on reimbursement from third-party payors, which could lead to delays, denials, or
uncertainties in the reimbursement process.
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A significant portion of our revenue is derived from a limited number of our Network Practices.
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•
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A significant portion of our revenue is derived from a limited number of health insurance and medical group companies.
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We have identified material weaknesses in its internal control over financial reporting and if we are unable to remediate
these material weaknesses, investor confidence in our business and the value of AON common stock could be adversely affected.
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The AON PNC Loans and the associated restrictive covenants thereunder could adversely affect our financial condition and will
restrict our ability to raise capital.
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•
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The AON PNC Loans subjects us to interest rate risk, which could cause our debt service obligations to increase significantly
and potentially limit our ability to effectively refinance our indebtedness.
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A pandemic, epidemic or outbreak of an infectious disease could adversely affect our business.
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We must be able to attract and retain highly qualified physicians, medical professionals and other personnel, as well as new
patients and obtain new payor contracts in order to grow its business.
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We face risks associated with estimating the amount of revenue that is recognized under Network Practices’ risk agreements
with health plans.
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Reductions in government reimbursement rates or changes in the rules governing government healthcare programs could have a
material adverse effect.
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Our business could be adversely affected by health care reform and other changes in government programs.
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Changes in the payor mix of patients and potential decreases in reimbursement rates as a result of consolidation among plans
could affect our business.
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We face significant competition from other healthcare services providers.
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Competition for physicians and nurses, shortages of qualified personnel or other factors could increase our labor costs.
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Our Network Practices must provide consistently high quality of care.
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Our business could be adversely affected by supply price increases and shortages.
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We rely on third-party information technology systems that could suffer from disruptions and data breaches.
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We could be subject to legal proceedings and litigation.
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Some jurisdictions preclude AON from entering into non-compete agreements with physicians.
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Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen
liabilities.
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We need to protect its confidentiality of our trade secrets, know-how and other proprietary and internally developed
information.
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Negative publicity regarding the managed healthcare industry generally could adversely affect our results of operations or
business.
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•
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Our facilities may be negatively impacted by weather and other factors beyond its control.
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•
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Our investments in marketable securities are subject to certain risks which could affect our overall financial condition,
results of operations, or cash flows.
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•
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Inflation may adversely affect us by materially increasing our costs.
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•
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We are dependent on our relationships with our Network Practices to provide healthcare services.
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•
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Our managed clinics and our Network Practices providing professional services at such clinics may become subject to medical
liability claims.
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•
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Changes in accounting standards by the Financial Accounting Standards Board (“FASB”) subjects us to risk.
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•
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Our managed clinics and our Network Practices may be subject to third-party payor audits.
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We are subject to extensive fraud, waste, and abuse laws.
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We face risks relating to loss of regulatory licenses, permits and/or accreditation status.
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We face risks relating to applicable data interoperability and information blocking rules.
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We face risks relating to actual or perceived failures to comply with applicable data protection, privacy and security,
advertising and consumer protection laws, regulations, standards and other requirements.
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•
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We are subject to are subject to federal, state and local laws and regulations that govern our business.
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•
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We are subject to applicable tax laws and regulations.
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•
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The requirements of being a public company, including maintaining adequate internal control over our financial and management
systems, may strain our resources and divert management’s attention.
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•
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The trading price of our Class A Common Stock may be volatile, and purchasers of our Class A Common Stock could incur
substantial losses.
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•
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Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
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Our charter will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by our stockholders
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•
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The sale of the securities registered for resale hereunder and future sales of substantial amounts of our securities in the
public market (including the shares of Class A Common Stock issuable upon exercise of our warrants, conversion of our Class B Common Stock, or conversion of our Series A Preferred Stock), or the perception that such sales may occur, may
cause the market price of our securities to decline significantly.
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•
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Certain existing shareholders purchased our shares at a price below the current trading price of such shares, and may
experience a positive rate of return based on the current trading price. Other investors and shareholders may not experience a similar rate of return.
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Because we do not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your
sole source of gain.
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A market for our securities may not continue, which would adversely affect the liquidity and price of its securities.
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Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in
its securities and subject us to additional trading restrictions.
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Our warrants may never be in the money, and they may expire worthless.
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We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to the warrant holders,
thereby making the warrants worthless.
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Warrants to purchase AON Class A Common Stock are exercisable, which could increase the number of shares eligible for future
resale in the public market and result in dilution to its stockholders.
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Future offerings of debt or offerings or issuances of equity securities by us may adversely affect the market price of Class
A Common Stock or otherwise dilute all other stockholders.
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The price of Class A Common Stock could decline if securities analysts do not publish research or if securities analysts or
other third parties publish inaccurate or unfavorable research about us.
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•
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We may be subject to securities litigation, which is expensive and could divert management’s attention.
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•
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we and our Network Practices may not be able to successfully enter into contracts with local payors on terms acceptable to us
or at all. In addition, we compete for payor relationships with other healthcare organizations, many of whom may have greater resources than we do. This competition may intensify due to the ongoing consolidation in the healthcare
industry, which may increase our costs to pursue such opportunities. Patients may also choose providers with more competitive contracted rates than we are able to negotiate;
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we will require additional capital and resources in order to acquire additional Network Practices;
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we cannot make any assurance that we will be able to maintain relationships with our Network Practices;
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•
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through our Network Practices, we may not be able to recruit or retain a sufficient number of new patients to execute our
growth strategy, and we may incur substantial costs to recruit new patients and we may be unable to recruit a sufficient number of new patients to offset those costs;
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•
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we may not be able to contract with a sufficient numbers of physicians and other staff and may fail to integrate our
employees, particularly our medical personnel, into our care model;
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our Network Practices may not conform to our exact business model, which may impact their profitability and in-turn, our
profitability;
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when expanding our business into new states, we may be required to comply with laws and regulations that may differ from
states in which we currently operate;
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we may not be able to easily monitor and track changes to state and local laws in the states in which we operate, which could
increase our legal exposure; and
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depending upon the nature of the local market, we may not be able to implement our business model in every local market that
we enter, which could negatively impact our revenues and financial condition.
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•
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The Company did not design and maintain an effective control environment commensurate with its financial reporting
requirements. Specifically, the Company lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely
and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. Additionally, the lack of a sufficient complement of resources resulted in an inability to consistently establish
appropriate authorities and responsibilities in pursuit of its financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in its finance and accounting functions.
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The Company did not effectively design and maintain effective controls in response to the risks of material misstatement.
Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.
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•
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The Company did not design and maintain effective controls to identify, analyze, account for and disclose non-routine,
unusual or complex transactions. Specifically, the Company did not design and maintain controls to account for its business combinations, asset acquisitions, clinical trial agreements, and related party transactions.
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•
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The Company did not design and maintain effective controls related to the period-end financial reporting process, including
designing and maintaining formal accounting policies, procedures and controls to achieve complete and accurate financial accounting, reporting and disclosures. Additionally, the Company did not design and maintain controls over the
preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties.
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•
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The Company did not design and maintain effective controls to achieve complete, accurate and timely accounting of accrued
liabilities.
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•
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The Company did not design and maintain effective controls to achieve complete, accurate and timely accounting of revenue and
accounts receivable. Specifically, the Company did not design and maintain controls over the inputs, assumptions, and calculations to develop our contractual allowances.
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•
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The Company did not design and maintain effective information technology (“IT”) general controls for information systems that
are relevant to the preparation of its financial statements. Specifically, the Company did not design and maintain: (i) program change management controls to ensure that program and data changes are identified, tested, authorized, and
implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (iii) computer operations controls to ensure that
processing and transfer of data, and data backups and recovery are monitored; and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately.
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The Company enhanced the technical capabilities of its accounting department via the hiring of an SEC Reporting Manager and
intends to seek additional opportunities to further expand its full-time accounting leadership team going forward. Furthermore, the Company will continue to leverage third-party consultants for its technical accounting needs whenever
specific technical accounting competencies are required;
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•
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Management continues to enhance its review process for unusual, non-routine or complex transactions. These enhancements
include, but are not limited to, when appropriate, the involvement of non-finance personnel (such as legal or operations personnel) in order to verify the validity and proper accounting treatment of such transactions;
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•
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During 2023, management collaborated with outside consultants possessing significant financial reporting and internal control
expertise to perform an extensive review of the design of the Company's internal controls over financial reporting. This review included the identification of internal control deficiencies and the development of corresponding
remediation plans for each of the deficiencies identified. These internal control deficiencies identified and corresponding remediation plans included, but were not limited to, the
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•
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Management is gaining a better understanding of system functionality through the review of permissions and profiles to be
executed during the periodic user access reviews to be conducted going forward for each IT application that is significant to the Company's financial reporting objectives, and intends subsequently reconfigure profiles with appropriate
permissions to better align with job responsibilities and enforce segregation of duties;
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•
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The Company enhanced its financial close process by introducing additional layers of independent reviews by appropriately
qualified individuals and improving the precision and timeliness of reviews applied to various period-end activities and financial result analyses, including journal entries, account reconciliations, revenue recognition, and accrued
liabilities. Additionally, the Company is developing evidence of review standards to be consistently applied to its various period-end control activities going forward, thereby requiring control owners to better formally document the
operation of these controls; and
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•
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The Company has designed and implemented a broad suite of ITGCs over change management, the review and update of user access
rights and privileges, controls over batch jobs and data backups, and program development approvals and testing. During 2024, the Company intends to continue improving its ITGC environment by more uniformly applying password parameter
requirements across its base of IT applications that are significant to its financial reporting objectives, as well as by enhancing the precision of its periodic user access reviews for these systems.
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•
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require us to dedicate a substantial portion of cash and cash equivalents to the payment of interest on, and principal of,
the indebtedness, which will reduce the amounts available to fund working capital, capital expenditures, product development efforts and other general corporate purposes;
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•
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oblige us to comply with negative covenants restricting our activities, including limitations on dispositions, mergers or
acquisitions, encumbering our intellectual property, incurring indebtedness or liens, paying dividends, making investments and engaging in certain other business transactions;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and our industry;
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place us at a competitive disadvantage compared to our competitors who have less debt or competitors with comparable debt at
more favorable interest rates;
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limit our ability to borrow additional amounts for working capital, capital expenditures, research and development efforts,
acquisitions, debt service requirements, execution of our business strategy and other purposes and otherwise restrict our financing options.
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•
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administrative or legislative changes to rates or the bases of payment;
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limits on the services or types of providers for which Medicare will provide reimbursement;
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changes in methodology for patient assessment and/or determination of payment levels;
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•
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the reduction or elimination of annual rate increases; or
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•
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an increase in co-payments or deductibles payable by beneficiaries.
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•
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requiring us to change our products and services;
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•
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increasing the regulatory, including compliance, burdens under which we operate, which, in turn, may negatively impact the
manner in which our Network Practices provide services and increase our costs of providing services;
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•
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adversely affecting our ability to market our products or services through the imposition of further regulatory restrictions;
or
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•
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adversely affecting our ability to attract and retain patients.
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•
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refunding amounts we have been paid pursuant to the Medicare or Medicaid programs or from payors;
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state or federal agencies imposing fines, penalties and other sanctions on us;
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temporary suspension of payment for new patients to the facility or agency;
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•
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decertification or exclusion from participation in the Medicare or Medicaid programs or one or more payor networks;
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•
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self-disclosure of violations to applicable regulatory authorities;
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•
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damage to our reputation;
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•
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the revocation of a facility’s or agency’s license; and
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•
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loss of certain rights under, or termination of, our contracts with payors.
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•
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the federal Anti-Kickback Statute, or AKS, which prohibits the knowing and willful offer, payment, solicitation or receipt of
any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or
leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to
have committed a violation;
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•
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the federal physician self-referral law, the Stark Law, which, subject to limited exceptions, prohibits physicians from
referring Medicare or Medicaid patients to an entity for the provision of certain designated health services, or DHS, if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship
(including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such DHS;
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•
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the federal False Claims Act, or FCA, which imposes civil and criminal liability on individuals or entities that knowingly
submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits. There are many potential bases for
liability under the FCA. The government has used the FCA to prosecute Medicare and other government healthcare program fraud such as coding errors, billing for services not provided, and providing care that is not medically necessary or
that is substandard in quality. In addition, the government may assert that a claim including items or services resulting from a violation of the AKS or Stark Law constitutes a false or fraudulent claim for purposes of the FCA;
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•
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the Civil Monetary Penalties Law, which prohibits, among other things, an individual or entity from offering remuneration to
a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider. We may also be subject to
civil monetary penalties and other sanctions under the statute if we or our Network Practices hire or contract with any individuals or entities that are or become excluded from government healthcare programs, for the provision of items
or services for which payment may be made under such programs;
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•
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the criminal healthcare fraud provisions of HIPAA and related rules that prohibit knowingly and willfully executing a scheme
or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare
benefits, items or services. Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;
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•
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reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims
payable by the Medicare or Medicaid programs;
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•
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similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to
items or services reimbursed by any payor, including patients and commercial insurers;
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•
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laws that regulate debt collection practices;
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•
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a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose, or
refund known overpayments;
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•
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federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services
unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;
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•
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federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation
to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs and, in some cases, to re- enroll in these programs when changes in direct or
indirect ownership occur;
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•
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federal and state laws pertaining to the provision of services by nurse practitioners and physician assistants in certain
settings, physician supervision of those services, and reimbursement requirements that depend on the types of services provided and documented and relationships between physician supervisors and nurse practitioners and physician
assistants; and
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•
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Medicare and Medicaid regulations, manual provisions, local coverage determinations, national coverage determinations and
agency guidance imposing complex and extensive requirements upon healthcare providers.
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•
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actual or anticipated variations in our operating results;
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•
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changes in financial estimates by us or by any securities analysts who might cover our shares;
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•
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conditions or trends in our industry;
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•
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changes as a result of the COVID-19 pandemic, international hostilities or similar macroeconomic events;
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•
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unfavorable general economic conditions, such as a recession or economic slowdown;
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•
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stock market price and volume fluctuations of comparable companies;
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•
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announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships,
or divestitures;
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•
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announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;
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•
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capital commitments;
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•
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investors’ general perception of us and our business;
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•
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recruitment or departure of key personnel; and
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•
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sales of our common stock, including sales by our directors and officers or specific stockholders.
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•
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the division of our Board into three classes of directors, with each class serving a staggered three year term;
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•
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there is no cumulative voting with respect to the election of our Board;
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•
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the ability of our Board to issue one or more series of preferred stock;
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•
|
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our
annual meetings;
|
•
|
limiting the ability of stockholders to call special stockholder meetings;
|
•
|
limiting the ability of stockholders to act by written consent;
|
•
|
the ability of our Board to exclusively fill a vacancy created by the expansion of our Board or the resignation, death or
removal of a director in certain circumstances;
|
•
|
providing that our Board is expressly authorized to adopt, amend, alter or repeal our bylaws;
|
•
|
providing that stockholders may amend the bylaws only by the affirmative vote of at least 66.7% of the voting power of all
then outstanding shares of capital stock of AON entitled to vote generally in the election of directors, voting together as a single class; and
|
•
|
AON is subject to the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”).
|
•
|
a limited availability of market quotations for our securities;
|
•
|
reduced liquidity for our securities;
|
•
|
a determination that Class A Common Stock is a “penny stock” which will require brokers trading in Class A Common Stock to
adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
|
•
|
a limited amount of news and analyst coverage; and
|
•
|
a decreased ability to issue additional securities or obtain additional financing in the future.
|
•
|
Continuously Supporting the Patient — Deliver results by providing compassionate oncology and hematology services with
continued focus on the patient.
|
•
|
Always Do the Right Thing — Committed to personal excellence, accountability, and integrity, abiding by the highest
regulatory standards, performing in the most ethical manner, and taking responsibility for actions.
|
•
|
Respectfully Engage — Foster positive relationships, encourage diversity of thought, and promote trust among teams and
customers; encouraging healthy debate and respect for the thoughts and opinions of others; believing that talent, skills, and expertise are most important.
|
•
|
Exceed Expectations — Striving to provide excellence in all things; creating a standard of caring that goes above and beyond
while embracing change in support of continuous improvement for patients.
|
•
|
Quality providers, continuous clinical improvements, and ancillary services such as clinical laboratory, professional and
technical pathology services, oral oncolytic pharmacy, care management, and access to clinical trials set a high standard of patient care.
|
•
|
Optimization of centralized administrative services allows providers the opportunity to maximize time serving patients.
|
•
|
In addition to traditional oncology care, a focus on addressing patients’ mental and spiritual health.
|
•
|
Delivery of true Value Base Care (“VBC”) through participation in alternative payment models such as CMS’ Oncology Care
Model.
|
•
|
Strong culture, based on a prominent clinical reputation, and attractive physician ownership model enable us to attract and
retain the best providers in a competitive market.
|
•
|
Proven practice management expertise, driving practice growth by providing outstanding administrative support including
managed care services, drug procurement, and revenue cycle management, as well as a proprietary playbook on driving same store growth of new patients for AON practices.
|
•
|
Access to new revenue streams through centralized ancillaries such as clinical lab, pathology, and oral oncolytic pharmacy
enables practice growth.
|
•
|
Favorable drug pricing through preferred vendor agreement with a major pharmaceutical distributor.
|
•
|
Differentiated, provider-centric culture attracts the industry’s leading providers.
|
•
|
96% Physician Quality Score according to CMMI (Center of Medicare and Medicaid Innovation).
|
•
|
Experienced and knowledgeable centralized Payor Strategy & Relations team coordinates with practices to maintain close
relationships with all payors across the AON platform.
|
•
|
Robust suite of solutions offered to practices driving cost savings for payors, addressing three cost drivers: 1) Variable
use of drugs and diagnostics during treatment; 2) Deterioration of patient health between treatments; and 3) Ineffective interventions near the end of life.
|
•
|
Optimized management solutions generating operational efficiencies and cost savings shared with payors.
|
•
|
According to BCC Research, oncology medicine spending is forecasted to grow at a 12% long-term CAGR.
|
•
|
Recent treatments tailored to the specific genomic sequence of each patient’s tumor have continued to drive growth in the
oncology market.
|
•
|
The number of cancer cases through 2040 is expected to grow five times faster than the population growth per the Journal of
Clinical Oncology.
|
•
|
The oncology service market is vast and extremely fragmented in the U.S. Of the over 12,000 oncologists in the country,
approximately 76% work in practices that employ between 1 – 5 oncologists.
|
•
|
Significant Growth Embedded Within Existing Business: Our existing physician base will continue to grow as AON drive deeper
penetration of adjacent services and our physician recruitment team recruits new physicians to practices that are already part of the AON network. We have invested heavily in corporate infrastructure over the past two years, which
should lead to significant operating leverage.
|
•
|
New Service Line Growth: New service lines will drive growth from our existing physician base and attract new physicians to
the network. A sample of such new services that have been recently implemented are as follows:
|
•
|
In December 2022, we launched our new AON Pharmacy MSA model that will offer potential AON practices access to pharmaceutical
management and a la carte services.
|
•
|
We are initiating new revenue streams developed from clinical informatics and data licensing subscriptions.
|
•
|
Implementing new CMS-approved patient services including Principal Care Management (“PCM”), Transitional Care Management
(“TCM”), and Chronic Care Management (“CCM”).
|
•
|
Participation in alternative payment models developed by CMMI and third-party payors.
|
•
|
M&A Opportunities: We plan to pursue accelerated growth through acquisition with a more aggressive approach towards
M&A. Access to the public markets allows us to pursue a broader M&A strategy and opening up the universe of potential targets. In addition, our more robust service offerings and flexibility in deal structuring will allow for
acceleration of our M&A efforts.
|
•
|
Expansion of research initiatives: We believe today’s research is tomorrow’s standard of care, accordingly, AON plans to
expand our national research platform. Access to cutting edge clinical trials within the community setting will be critical to oncology research and drug development and AON practices have the best opportunity to offer patients access
to such trials. We offer centralized administrative resources and innovative technology solutions that allows for the timely and efficient expansion in numbers of research investigators and clinical locations throughout the US. With a
significant investment in our standardized technology platform, AON maintains the ability to collaborate closely with trial sponsors in order to timely identify patients for clinical trial accrual across our network.
|
•
|
Total patient encounters which include initial consultations and treatments, new patient encounters, recurring patient
encounters and treatments, and cancer vs non cancer patients.
|
•
|
Patient referrals which are also an important driver of patient service revenue; we manage the referral pipeline locally
through the coordinated efforts of our physician liaisons working with our physicians to market our practices by visiting referral sources such as, primary care providers and other medical specialties.
|
•
|
The cost of prescription drugs used in our treatment plans which include both intravenous and oral oncolytics. The management
of these costs are a critical component of our business as it is our single largest expense. We manage this cost by strategic volume purchases and continuously evaluating the most clinically effective drug for cancer type through our
Pharmaceutical and Therapeutics Committee.
|
•
|
Clinical compensation and benefits, including non-medical personnel, represent our second largest operating expense. These
costs are impacted by both micro and macro-economic factors as well as local competition for personnel that could impact costs associated with personnel. In particular, in all of our markets, we have seen significant increases in
compensation for qualified nursing resources. We continuously monitor wages period over period to mitigate the impact of variations in industry and macro-economic labor conditions.
|
•
|
We lease all of our facilities, therefore real-estate costs are a significant component of our operating costs. We
continuously monitor local and national real estate conditions to actively manage our exposure to fluctuating occupancy costs.
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Patient service revenue, net
|
| |
$1,265,719
|
| |
$1,137,932
|
| |
$127,787
|
| |
11.2%
|
Other revenue
|
| |
13,466
|
| |
11,738
|
| |
1,728
|
| |
14.7%
|
Total revenue
|
| |
$1,279,185
|
| |
$1,149,670
|
| |
$129,515
|
| |
11.3%
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Cost of revenue
|
| |
$1,196,389
|
| |
$1,054,217
|
| |
$142,172
|
| |
13.5%
|
General and administrative expenses
|
| |
100,714
|
| |
86,610
|
| |
14,104
|
| |
16.3%
|
Transaction expenses
|
| |
31,236
|
| |
3,277
|
| |
27,959
|
| |
*
|
Total costs and expenses
|
| |
$1,328,339
|
| |
$1,144,104
|
| |
$184,235
|
| |
16.1%
|
*
|
— % not meaningful
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Interest expense
|
| |
$(6,417)
|
| |
$(3,417)
|
| |
$(3,000)
|
| |
87.8%
|
Interest income
|
| |
1,326
|
| |
151
|
| |
1,175
|
| |
*
|
Other (expense) income, net
|
| |
(8,262)
|
| |
289
|
| |
(8,551)
|
| |
*
|
Total other expense
|
| |
$(13,353)
|
| |
$(2,977)
|
| |
$(10,376)
|
| |
348.5%
|
*
|
— % not meaningful
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Effective tax rate
|
| |
(0.6)%
|
| |
—%
|
| |
(0.6)%
|
| |
*
|
*
|
— % not meaningful
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
Patient service revenue, net
|
| |
$1,137,932
|
| |
$938,242
|
| |
$199,690
|
| |
21.3%
|
Other revenue
|
| |
11,738
|
| |
5,505
|
| |
6,233
|
| |
113.2%
|
Total revenue
|
| |
$1,149,670
|
| |
$943,747
|
| |
$205,923
|
| |
21.8%
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
Cost of revenue
|
| |
$1,054,217
|
| |
$865,788
|
| |
$188,429
|
| |
21.8%
|
General and administrative expenses
|
| |
86,610
|
| |
77,048
|
| |
9,562
|
| |
12.4%
|
Transaction expenses
|
| |
3,277
|
| |
—
|
| |
3,277
|
| |
*
|
Total costs and expenses
|
| |
$1,144,104
|
| |
$942,836
|
| |
$201,268
|
| |
21.3%
|
*
|
— % not meaningful
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
Interest expense
|
| |
$(3,417)
|
| |
$(1,419)
|
| |
$(1,998)
|
| |
140.8%
|
Interest income
|
| |
151
|
| |
127
|
| |
24
|
| |
*
|
Other (expense) income, net
|
| |
289
|
| |
736
|
| |
(447)
|
| |
*
|
Total other expense
|
| |
$(2,977)
|
| |
$(556)
|
| |
$(2,421)
|
| |
*
|
*
|
— % not meaningful
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
Income tax expense
|
| |
—
|
| |
460
|
| |
$(460)
|
| |
*
|
*
|
— % not meaningful
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Net income (loss)
|
| |
$(63,150)
|
| |
$2,589
|
| |
$(65,739)
|
| |
*
|
Interest expense, net
|
| |
5,091
|
| |
3,266
|
| |
1,825
|
| |
55.9%
|
Depreciation and amortization
|
| |
8,450
|
| |
6,719
|
| |
1,731
|
| |
25.8%
|
Income tax expense
|
| |
384
|
| |
—
|
| |
384
|
| |
*
|
Non-cash stock compensation
|
| |
4,877
|
| |
—
|
| |
4,877
|
| |
*
|
Revenue cycle transformation(a)
|
| |
21,588
|
| |
1,726
|
| |
19,862
|
| |
*
|
Non-cash valuation adjustments(b)
|
| |
9,249
|
| |
—
|
| |
9,249
|
| |
*
|
Transaction expenses(c)
|
| |
31,236
|
| |
3,277
|
| |
27,959
|
| |
*
|
Other(d)
|
| |
316
|
| |
510
|
| |
(194)
|
| |
(38.0%)
|
Adjusted EBITDA
|
| |
$18,041
|
| |
$18,087
|
| |
$(46)
|
| |
(0.3)%
|
*
|
— % not meaningful
|
(a)
|
During the year-ended December 31, 2023, represents approximately $20.7 million of incremental implicit price concessions
associated with exiting a legacy billing system which commenced in the fourth quarter, and approximately $0.9 million of duplicative billing system costs as the legacy system is sunset. During the year-ended December 31, 2022, primarily
represents personnel costs associated with restructuring our revenue cycle operations.
|
(b)
|
Primarily represents valuation adjustments associated with the liability classified equity instruments.
|
(c)
|
Transaction expenses incurred in connection with the Business Combination.
|
(d)
|
Costs incurred in 2022 related to Hurricane Ian.
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
Net income (loss)
|
| |
$2,589
|
| |
$(105)
|
| |
$2,694
|
| |
*
|
Interest expense, net
|
| |
3,266
|
| |
1,292
|
| |
1,974
|
| |
152.8%
|
Depreciation and amortization
|
| |
6,719
|
| |
6,079
|
| |
640
|
| |
10.5%
|
Income tax expense
|
| |
—
|
| |
460
|
| |
(460)
|
| |
*
|
Non-cash stock compensation
|
| |
—
|
| |
20
|
| |
(20)
|
| |
*
|
Insourcing transition expenses(a)
|
| |
—
|
| |
1,886
|
| |
(1,886)
|
| |
*
|
Revenue cycle transformation(b)
|
| |
1,726
|
| |
—
|
| |
1,726
|
| |
*
|
Transaction costs
|
| |
3,277
|
| |
—
|
| |
3,277
|
| |
*
|
Other(c)
|
| |
510
|
| |
—
|
| |
510
|
| |
*
|
Adjusted EBITDA
|
| |
$18,087
|
| |
$9,632
|
| |
$8,455
|
| |
87.8%
|
*
|
— % not meaningful
|
(a)
|
These expenses relate to incremental costs associated with our transition from a third-party back-office service provider to
internal resources.
|
(b)
|
Personnel costs associated with restructuring our revenue cycle operations.
|
(c)
|
Costs incurred related to Hurricane Ian.
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Net cash used in operations
|
| |
$(18,118)
|
| |
$(6,784)
|
| |
$(11,334)
|
| |
167.1%
|
Net cash used in investing activities
|
| |
(35,534)
|
| |
(13,991)
|
| |
(21,543)
|
| |
154.0%
|
Net cash provided by financing activities
|
| |
55,265
|
| |
15,347
|
| |
39,918
|
| |
260.1%
|
•
|
The decrease in cash generated from operating activities as a result of the cash flow impacts of net loss, after giving
effect to non-cash reconciling items, of $29.8 million for the year ended December 31, 2023 when compared to December 31, 2022. The decrease was primarily attributable to the $44.7 million change in net income, a $10.2 million loss on
change in fair value of derivatives and $4.9 million of non-cash stock compensation.
|
•
|
The operating cash flows period over period were negatively impacted by a $14.6 million net increase to working capital
components.
|
•
|
The impacts from changes in the Medicare advance payments liability, which had no impact on cash flows in the year ended
December 31, 2023, but had a $3.7 million negative impact in the year ended December 31, 2022.
|
•
|
Purchases of marketable securities for the year ended December 31, 2023 of $67.4 million were offset by sales of marketable
securities of $42.3 million. Purchases of marketable securities for the year ended December 31, 2022 were $12.6 million offset by sales of $2.7 million during this period. This difference resulted in a $15.1 million increase in cash
used between periods.
|
•
|
Purchases of property and equipment was $12.3 million during the year ended December 31, 2023 compared to $7.2 million for
the comparable period.
|
•
|
A decrease in the proceeds related to the disposal of property and equipment period over period.
|
•
|
Issuance of Class C Units which resulted in net proceeds of $65.0 million and proceeds received from the Reverse
Recapitalization of $1.5 million. This was offset by distributions to Class A and A-1 members of $9.5 million paid in connection with the Business Combination.
|
•
|
Reduction in borrowings on long-term debt, which were $0 million during the year ended December 31, 2023 compared to
$16.3 million in prior period.
|
•
|
There was no debt repayment in either year ended December 31, 2023 or December 31, 2022.
|
•
|
Class A and A-1 preferred returns and related tax distributions of $9.5 million during the year ended December 31, 2023,
compared to $0 million in the prior period.
|
|
| |
Year Ended December 31,
|
| |
Change
|
||||||
(dollars in thousands)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
Net cash used in operations
|
| |
$(6,784)
|
| |
$(26,338)
|
| |
$19,554
|
| |
(74.2)%
|
Net cash used in investing activities
|
| |
(13,991)
|
| |
(10,694)
|
| |
(3,297)
|
| |
30.8%
|
Net cash provided by financing activities
|
| |
15,347
|
| |
26,544
|
| |
(11,197)
|
| |
42.2%
|
•
|
The impacts from the reduction in the Medicare advance payments liability, which was reduced from $3.7 million as of
December 31, 2021 to $0.0 as of December 31, 2022, resulting in a $3.7 million use of cash for the year ended December 31, 2022. This compared to the reduction in the same liability of $13.5 million from December 31, 2020 to
December 31, 2021, which resulted in a $13.5 million use of cash in the year ended December 31, 2021. The difference in this liability reduction is a net increase in operating cash flows of approximately $9.8 million when comparing the
periods.
|
•
|
The improvements in period over period cash flows from operations also include an increase in cash generated from operating
activities as a result of the cash flow impacts of net income, after giving effect to non-cash reconciling items, of $11.8 million for the year ended December 31, 2022 when compared to December 31, 2021. This improvement was primarily
attributable to a $10.4 million non-cash adjustment due to the amortization of right-of-use assets added as part of the adoption of Accounting Standards Codification 842 – Leases as well as a $2.7 million increase in net income.
|
•
|
The above is partially offset by approximately $1.9 million increase in use of cash related to the net impact of working
capital changes between the periods.
|
•
|
Purchases of property and equipment was $7.2 million for the year ended December 31, 2022, lower than $8.3 million for the
comparable period.
|
•
|
Acquisition of physician practices decreased approximately $3.2 million period over period.
|
•
|
An increase of $1.4 million in proceeds related to the disposal of property and equipment period over period.
|
•
|
Borrowing on long-term debt was $16.3 million for the year ended December 31, 2022 compared to $65.0 million in the
comparative period. The amounts in 2021 were related to the PNC Loan Facility, and the amounts in 2022 are related to $16.3 million which was borrowed when the Company entered into an amendment to the PNC Loan Facility which increased
the Facility limit to $125 million.
|
•
|
The period over period reduction in cash provided was offset by the repayment of $37.1 million of long-term debt (from the
prior Truist Loan and Revolver, which was extinguished in 2021 with the issuance of our PNC Loan Facility) during the year ended December 31, 2021. There was no debt repayment in the year ended December 31, 2022.
|
Name
|
| |
Age
|
| |
Position
|
Executive Officers
|
| |
|
| |
|
Todd Schonherz
|
| |
55
|
| |
Chief Executive Officer; Class III Director
|
David H. Gould
|
| |
53
|
| |
Chief Financial Officer
|
Stephen “Fred” Divers, MD
|
| |
51
|
| |
Chief Medical Officer; Class II Director
|
Erica Mallon
|
| |
35
|
| |
General Counsel
|
Directors
|
| |
|
| |
|
Bradley Fluegel
|
| |
62
|
| |
Class III Director
|
Ravi Sarin
|
| |
42
|
| |
Class III Director
|
James Stith
|
| |
40
|
| |
Class I Director
|
William J. Valle
|
| |
63
|
| |
Class I Director
|
•
|
overseeing and monitoring the quality and integrity of financial statements and the performance of our internal audit
function;
|
•
|
selecting a qualified firm to serve as the independent registered public accounting firm to audit AON’s financial statements;
|
•
|
helping to ensure the independence and evaluating and overseeing the performance of the independent registered public
accounting firm;
|
•
|
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with
management and the independent registered public accounting firm, AON’s interim and year-end financial statements;
|
•
|
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
|
•
|
reviewing and overseeing AON’s policies on risk assessment and risk management, including enterprise risk management;
|
•
|
reviewing the adequacy and effectiveness of accounting principles, accounting policies, internal financial and accounting
control policies and procedures and AON’s disclosure controls and procedures and ensuring compliance with legal and regulatory requirements; and
|
•
|
approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit
services, to be performed by the independent registered public accounting firm.
|
•
|
reviewing, approving and determining the compensation of AON’s executive officers;
|
•
|
reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the AON
Board or any committee thereof;
|
•
|
administering AON’s equity compensation plans;
|
•
|
reviewing, approving and, in certain situations, making recommendations to the AON Board regarding incentive compensation and
equity compensation plans; and
|
•
|
establishing and reviewing general policies relating to compensation and benefits of AON’s employees.
|
•
|
identifying, evaluating and selecting, or making recommendations to the AON Board regarding, nominees for election to the AON
Board and its committees consistent with criteria approved by the AON Board;
|
•
|
evaluating the performance of the AON Board, individual directors and management of AON;
|
•
|
considering, and making recommendations to the AON Board regarding the composition of the AON Board and its committees;
|
•
|
reviewing developments in corporate governance practices;
|
•
|
evaluating the adequacy of the corporate governance practices and reporting;
|
•
|
reviewing related party transactions; and
|
•
|
developing, and making recommendations to the AON Board regarding, corporate governance guidelines and matters.
|
•
|
Todd Schonherz, Chief Executive Officer and Director;
|
•
|
Stephen “Fred” Divers, M.D., Chief Medical Officer and Director; and
|
•
|
David Gould, Chief Financial Officer
|
Name and
Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
Option
Reward
($)
|
| |
Other
Compensation
($)
|
| |
Total
($)
|
Todd Schonherz
Chief Executive Officer
|
| |
2023
|
| |
718,932
|
| |
1,500,000
|
| |
—
|
| |
—
|
| |
30,559(1)
|
| |
2,249,491
|
|
2022
|
| |
698,375
|
| |
192,500
|
| |
—
|
| |
—
|
| |
28,103(1)
|
| |
918,978
|
||
David Gould
Chief Financial Officer
|
| |
2023
|
| |
367,860
|
| |
1,365,000
|
| |
—
|
| |
—
|
| |
—
|
| |
1,732,860
|
|
2022
|
| |
317,310
|
| |
41,614
|
| |
—
|
| |
—
|
| |
—
|
| |
358,924
|
||
Stephen “Fred” Divers, MD
Chief Medical Officer
|
| |
2023
|
| |
458,300
|
| |
200,000
|
| |
1,041.953(2)
|
| |
—
|
| |
—
|
| |
1,700,253
|
|
2022
|
| |
416,667
|
| |
—
|
| |
1,236,368(2)
|
| |
—
|
| |
—
|
| |
1,653,035
|
(1)
|
For fiscal year 2023 and 2022, other compensation for Mr. Schonherz includes $16,800 for an automobile allowance.
|
(2)
|
Reported amount consists of performance payment paid to Dr. Divers in connection with his performance as a practicing
physician. Dr. Divers was appointed to Chief Medical Officer on April 1, 2022.
|
•
|
monthly payments equal to (a) his monthly base salary in effect immediately prior to termination, plus (b) an amount equal to
one-twelfth of his performance bonus which was paid or is to be paid to him under the Schonherz Employment Agreement for prior calendar year; and
|
•
|
monthly insurance stipend payments equal to aggregate insurance premiums paid by AON to provide health, dental, vision, and
disability insurance benefits for him of the effective date of termination, calculated as a monthly amount.
|
•
|
each person known who is the beneficial owner of more than 5% of the outstanding shares of AON Class A Common Stock, Class B
Common Stock and Series A Preferred Stock;
|
•
|
each member of the Board and each of AON’s named executive officers (including former executive officer Bradley Prechtl, who
is a Named Executive Officer of AON as of the end of the last fiscal year;
|
•
|
all current executive officers and directors of the Company, as a group
|
Name and address of Beneficial Owner(1)
|
| |
Number of
shares of
AON
Class A
Common
Stock
|
| |
% of
Class A
Common
Stock
|
| |
Number of
shares of
AON
Class B
Common
Stock
|
| |
% of
Class B
Common
Stock
|
| |
Voting
Power(5)
|
| |
% Voting
Power(5)
|
AON Directors and Named Executive Officers
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Todd Schonherz
|
| |
—
|
| |
—
|
| |
869,459
|
| |
3.7%
|
| |
869,459
|
| |
2.0%
|
David Gould
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Stephen “Fred” Divers, MD
|
| |
94,969
|
| |
0.8%
|
| |
63,857
|
| |
*%
|
| |
158,826
|
| |
*%
|
Erica Mallon
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
James Stith
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Bradley Fluegel
|
| |
25,000
|
| |
*%
|
| |
—
|
| |
—
|
| |
—
|
| |
*%
|
Ravi Sarin
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
William J. Valle
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
All Directors and Executive Officers as a group (eight
individuals)
|
| |
119,969
|
| |
1.0%
|
| |
933,316
|
| |
3.9%
|
| |
1,053,285
|
| |
2.5%
|
AON Five Percent Holders:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Digital Transformation Sponsor LLC(2)
|
| |
14,225,833
|
| |
76.7%
|
| |
—
|
| |
—
|
| |
14,225,833
|
| |
29.1%
|
AEA Growth Funds(3)
|
| |
620,304
|
| |
4.99%
|
| |
—
|
| |
—
|
| |
4,400,158
|
| |
10.3%
|
HealthQuest Tactical Opportunities Fund, L.P.(4)
|
| |
2,046,775
|
| |
14.1%
|
| |
—
|
| |
—
|
| |
2,046,775
|
| |
4.8%
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise noted, the business address of each of the directors and officers will be c/o American Oncology Network,
Inc., 14543 Global Parkway, Suite 110, Fort Myers, FL 33913
|
(2)
|
The shares reported above are held in the name of the Sponsor. The amount disclosed includes 6,113,333 shares issuable upon
exercise of private placement warrants and includes 2,839,375 shares that are subject to earnout. The Sponsor is managed by Kevin Nazemi, and Mr. Nazemi has sole voting and dispositive power with respect to the shares held of record by
the Sponsor and thus is the beneficial owner of the shares owned by the Sponsor. The business address of the Sponsor is 10250 Constellation Blvd, Suite 23126 Los Angeles, CA 90067.
|
(3)
|
The shares reported as beneficially owned consist of 601,337 shares issuable to AEA Growth Equity Fund LP and AEA Growth
Equity Fund (Parallel) LP (collectively, the “AEA Growth Funds”) upon conversion of the AON Series A Preferred Stock at an initial conversion price of $10.00 per share, taking into account that certain Conversion Restriction Agreement
dated October 12, 2023, which provides, among other things, that the AON Series A Preferred Stock and any other securities beneficially owned or subsequently acquired by the AEA Growth Funds which are exercisable for, convertible into
or otherwise exchangeable for Class A Common Stock may convert into a number of Class A Common Stock to the extent that, upon such exercise, conversion or exchange, the AEA Growth Funds (together with its affiliates,
|
(4)
|
Based solely on the Schedule 13D, filed by HealthQuest Tactical Opportunities Fund, L.P. on November 19, 2023. The shares
reported as beneficially owned consist of 2,046,775 shares issuable to Healthquest Tactical Opportunities Fund, L.P. upon conversion of the AON Series A Preferred Stock at an initial conversion price of $10.00 per share, HealthQuest TOF
Management, L.L.C., the general partner of HealthQuest Tactical Opportunities Fund L.P., may be deemed to have sole power to vote and sole power to dispose of shares directly owned by HealthQuest Tactical Opportunities Fund L.P.
Dr. Garheng Kong is the managing member of HealthQuest TOF Management, L.L.C. Other than those securities reported in their Schedule 13G as being held directly by Healthquest Tactical Opportunities Fund, L.P., HealthQuest TOF
Management, L.L.C. or Dr. Kong, each such person disclaims beneficial ownership of such securities reported in the Schedule 13D except to the extent of such Reporting Person’s pecuniary interest therein. The business address for each of
Healthquest Tactical Opportunities Fund, L.P. is 555 Twin Dolphin Drive, Suite 370, Redwood City, CA 94065.
|
(5)
|
Voting power and percentage voting power represents the voting power with respect to the Class A Common Stock, Class B Common
Stock and Series A Preferred Stock on an aggregate basis.
|
Plan category
|
| |
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
| |
Weighted-average exercise
price of outstanding
options, warrants and
rights
|
| |
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column a)
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
Equity compensation plans approved by
security holders(1)
|
| |
—
|
| |
—
|
| |
5,300,000
|
Equity compensation plans not approved
by security holders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
—
|
| |
—
|
| |
5,300,000
|
|
| |
Before the Offering
|
| |
After the Offering
|
|||||||||||||||
Selling Securityholder
|
| |
Shares of
Class A
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)(1)
|
| |
Number of
Private
Placement
Warrants
|
| |
Number of
Shares of
Common
Stock
Being
Offered
|
| |
Number of
Private
Placement
Warrants
Being
Offered
|
| |
Number of
Shares of
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)
|
| |
% of
Class A
Common
Stock(2)
|
| |
Number of
Private
Placement
Warrants
|
Digital Transformation Sponsor LLC(3)
|
| |
14,225,833
|
| |
6,113,333
|
| |
14,225,833
|
| |
6,113,333
|
| |
—
|
| |
—
|
| |
—
|
Kyle Francis(4)
|
| |
150,000
|
| |
|
| |
150,000
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Bradley Fluegel(5)
|
| |
25,000
|
| |
|
| |
25,000
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jim Moffatt(5)
|
| |
25,000
|
| |
|
| |
25,000
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Heather Zynczak(5)
|
| |
25,000
|
| |
|
| |
25,000
|
| |
|
| |
—
|
| |
—
|
| |
—
|
AEA Growth Equity Fund LP(6)
|
| |
4,132,878
|
| |
|
| |
4,132,878
|
| |
|
| |
—
|
| |
—
|
| |
—
|
AEA Growth Equity Fund (Parallel) LP(7)
|
| |
1,556,970
|
| |
|
| |
1,556,970
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Healthquest Tactical Opportunities Fund, L.P(8)
|
| |
2,646,687
|
| |
|
| |
2,646,687
|
| |
|
| |
—
|
| |
—
|
| |
—
|
KRP Investments Inc.(9)
|
| |
3,000,245
|
| |
|
| |
3,000,245
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Ahmed Al-Hazzouri, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Amit I. Shah, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Ananth Krishnan Iyer, M.D.(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Andres W. Bhatia, M.D. and Jennifer Bhatia(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Andrew J. Lipman Revocable Trust dated 5/20/2008(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Arthur Joseph Matzkowitz, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Avram Jonathan Smukler, M.D. Revocable Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Christopher L. Alexander, D.O(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Christopher Miles McCanless, M.D.(10)
|
| |
85,059
|
| |
|
| |
85,059
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Craig Reynolds, M.D(10) (11)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Daniel L. Spitz Revocable Trust(10) (12)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Daniel L. Spitz, M.D.(10) (12)
|
| |
247,753
|
| |
|
| |
247,753
|
| |
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Before the Offering
|
| |
After the Offering
|
|||||||||||||||
Selling Securityholder
|
| |
Shares of
Class A
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)(1)
|
| |
Number of
Private
Placement
Warrants
|
| |
Number of
Shares of
Common
Stock
Being
Offered
|
| |
Number of
Private
Placement
Warrants
Being
Offered
|
| |
Number of
Shares of
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)
|
| |
% of
Class A
Common
Stock(2)
|
| |
Number of
Private
Placement
Warrants
|
David T. Wenk, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Don Luong, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Douglas D. Heldreth, M.D. and Regina Heldreth(10)(14)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Fadi Kayali, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Flora E. Melgen Revocable Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Flora E. Ndum(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Gajanan A. Kulkarni, M.D. and
Hemalata G. Kulkarni, TBE(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Geethanjali K. Akula, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Gerald Patrick Miletello, M.D.(10)
|
| |
85,059
|
| |
|
| |
85,059
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Gordan Family Irrevocable Trust, UAD August 30, 2018(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Gordan Family Irrevocable Trust, UAD August 30, 2018,
William Porter,Trustee(10)
|
| |
247,753
|
| |
|
| |
247,753
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Gregoire H. Bergier, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Gustavo A. Fonseca, M.D., FACP(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Hafeez Tajuddin Chatoor, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Hitesh C. Patel, M.D. and Anjni Patel(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Howard Goodman, M.D. and
Caroline R. Goodman, TBE(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Ivor Percent Revocable Trust dated 1/10/2012(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
JA Investments of Tampa II(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jay Wang, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jaydev Avashia, M.D. and
Bhairavi J. Avashia, TBE(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jeanna L. Knoble, M.D.(10)
|
| |
36,358
|
| |
|
| |
36,358
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jeffrey Zangmeister, M.D.(10)
|
| |
36,358
|
| |
|
| |
36,358
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jennifer L. Ball-Englert, D.O(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jennifer L. Cultrera, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jerry W. Mitchell, M.D.(10)
|
| |
36,358
|
| |
|
| |
36,358
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Joe’s Own, LLC(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Joel Grossman Co-Trustee of the
Joel S. Grossman Revocable Trust
dated October 15, 2013(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jorge Ayub Trust(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Jose Alemar, M.D. and Ciara Rios, TBE(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Julia A. Cogburn, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Kapisthalam S. Kumar, M.D. and
Katherine L. Kumar, TBE(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Karin P. Bigman, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Kathleen B. Doughney, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Kerry E. Chamberlain, D.O. and Linda Chamberlain, TBE(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Knipe Spousal Beneficiary Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Kosloff AON, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Koteshwar Rao Telukuntla, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Laura C. Dickerson, M.D.(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Laura M. Rodriguez Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Li Li, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Luis Vaccarello, M.D.(10)
|
| |
36,358
|
| |
|
| |
36,358
|
| |
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Before the Offering
|
| |
After the Offering
|
|||||||||||||||
Selling Securityholder
|
| |
Shares of
Class A
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)(1)
|
| |
Number of
Private
Placement
Warrants
|
| |
Number of
Shares of
Common
Stock
Being
Offered
|
| |
Number of
Private
Placement
Warrants
Being
Offered
|
| |
Number of
Shares of
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)
|
| |
% of
Class A
Common
Stock(2)
|
| |
Number of
Private
Placement
Warrants
|
Lynn F. Cleveland, TOD
David M. Cleveland(10)
|
| |
63,857
|
| |
|
| |
63,857
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Maen A. Hussein, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Magda Melchert, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Malhotra, LLLP(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Mamta T. Choksi, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Manish R. Patel AON, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Marays Veliz, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Marc L. Segal, M.D.(10)
|
| |
36,358
|
| |
|
| |
36,358
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Maria Regina Flores Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Mark H, Knapp, M.D.(10)
|
| |
36,358
|
| |
|
| |
36,358
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Mark S. Robbins Revocable Trust
u/a/d June 3, 2020(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Mary M. Li, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Matthew A. Fink, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Michael Diaz, M.D. and
Stephanie Jo Diaz, TBE(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Michael G. Raymond, M.D. and Etleva Raymond, TBE(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Michael J. Castine, III, M.D.(10)
|
| |
85,059
|
| |
|
| |
85,059
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Michael J. McCleod Trust(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Moideen Family Revocable Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Neal E. Rothschild, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Noel Maun, M.D., Ph.D. and
Erica B. Maun, TBE(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Noor M. Merchant, M.D. and
Sulkayna Merchant(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Nuruddin Jooma, M.D., P.L.L.C(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Oncology Platform, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
P. Bhaichand Investments, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
P. Kothai Sundaram, M.D.(10)
|
| |
36,358
|
| |
|
| |
36,358
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Pablo C. Reyes, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Padmaja and Rajesh Kumar Sai Revocable Living Trust
Dated September 7, 2005(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Patrick Acevedo, M.D. and Kelly Acevedo(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Patrick C. Elwood, M.D.(10)
|
| |
36,359
|
| |
|
| |
36,359
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Paul M. Dodd, III, M.D. and Faith A. Dodd(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Philip H. Dunn, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Plover Investments, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Prechtl Family Trust U/T/A Dated November 21, 2017(10)(16)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Prechtl Family Trust U/T/A
Dated November 21, 2017,
Christopher Thomas Prechtl, Trustee(10)(16)
|
| |
1,238,765
|
| |
|
| |
1,238,765
|
| |
|
| |
—
|
| |
—
|
| |
—
|
R. Timothy Webb, Trustee FBO Tim Webb Revocable Trust(10)
|
| |
63,857
|
| |
|
| |
63,857
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Ralph Gousse, M.D.(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Ramana Dutt, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Rambabu Tummala, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Ramesh Kantilal Shah, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Raul E. Storey-Rojas, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Robert T. Muldoon, TOD
Caroline E. Muldoon(10)
|
| |
63,857
|
| |
|
| |
63,857
|
| |
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Before the Offering
|
| |
After the Offering
|
|||||||||||||||
Selling Securityholder
|
| |
Shares of
Class A
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)(1)
|
| |
Number of
Private
Placement
Warrants
|
| |
Number of
Shares of
Common
Stock
Being
Offered
|
| |
Number of
Private
Placement
Warrants
Being
Offered
|
| |
Number of
Shares of
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)
|
| |
% of
Class A
Common
Stock(2)
|
| |
Number of
Private
Placement
Warrants
|
Robert W. Weaver, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Rohatgi FCS Investments, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Roy M. Ambinder, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Roy M. Ambinder, M.D.(10)
|
| |
247,753
|
| |
|
| |
247,753
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Rubin AON, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Ryan Olson, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Sachin S. Kamath, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
SALLYKIMMIE, LLC Marilyn M. Raymond, M.D and Robert
Raymond, TBE Members and Managers(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Sandeep K. Thaper, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Sarah Cevallos(10)
|
| |
250,077
|
| |
|
| |
250,077
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Sawsan G. Bishay, M.D. and
Adel A. Bishay(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Schonherz Family Trust(10)(15)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Schonherz Family Trust, Brian Schonherz, Trustee(10)(15)
|
| |
743,259
|
| |
|
| |
743,259
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Servillano E. Dela Cruz, Jr., M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Shachar Peles, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Shalin Ramesh Shah, D.O(10)(13)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Shyani, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Silvia A. Romero Revocable Trust
dated 5/16/2011(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Stefani L. Capone, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Stephen G. Divers, Trustee FBO Fred Divers Family Trust(10)(20)
|
| |
63,857
|
| |
|
| |
63,857
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Stephen V. Orman Trust Agreement 42795(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Stephen V. Orman Trust Agreement March 1, 2017, Stephen
V. Orman, Trustee(10)(19)
|
| |
247,753
|
| |
|
| |
247,753
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Sumithra Vattigunta-Gopal, M.D., FACP(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Sunil G. Gandhi, M.D., FACP(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Syed Zafar, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
SYNIK , an Irrevocable Complex Business Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Taral Patel, M.D.(10)
|
| |
36,359
|
| |
|
| |
36,359
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Tarek A. Chidiac, M.D.(10)
|
| |
36,359
|
| |
|
| |
36,359
|
| |
|
| |
—
|
| |
—
|
| |
—
|
The 2021 AJVS Irrevocable Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
The Rao Family Joint Revocable Trust(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Thomas P. Clark(10)
|
| |
370,403
|
| |
|
| |
370,403
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Thomas P. Clark and Patricia Clark, TBE(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Timothy D. Moore, M.D.(10)
|
| |
36,359
|
| |
|
| |
36,359
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Todd A. Gersten, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Tyjote, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Uday B. Dandamudi, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
V. Upender Rao, M.D., FACP(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Vance M. Wright-Browne, M.D. and
Edward M. Browne, TBE(10)(17)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Vasundhara G. Iyengar, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Vijay Patel, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Vipul Patel, M.D(10)(18)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Vivian D. Griffin, M.D(10)
|
| |
126,200
|
| |
|
| |
126,200
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William Harwin, M.D.(10)
|
| |
618,156
|
| |
|
| |
618,156
|
| |
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Before the Offering
|
| |
After the Offering
|
|||||||||||||||
Selling Securityholder
|
| |
Shares of
Class A
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)(1)
|
| |
Number of
Private
Placement
Warrants
|
| |
Number of
Shares of
Common
Stock
Being
Offered
|
| |
Number of
Private
Placement
Warrants
Being
Offered
|
| |
Number of
Shares of
Common
Stock
(including
underlying
shares of
Class A
Common
Stock)
|
| |
% of
Class A
Common
Stock(2)
|
| |
Number of
Private
Placement
Warrants
|
William N. Harwin 2012 Gift Trust
f/b/o Daniel Harwin dated 11/19/2012(10)
|
| |
22,716
|
| |
|
| |
22,716
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin 2012 Gift Trust
f/b/o Jeffrey Harwin dated 11/19/2012(10)
|
| |
22,716
|
| |
|
| |
22,716
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin 2012 Gift Trust
f/b/o Kristen Harwin dated 11/19/2012(10)
|
| |
22,716
|
| |
|
| |
22,716
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin 2012 Gift Trust
f/b/o Peter Harwin dated 11/19/2012(10)
|
| |
22,716
|
| |
|
| |
22,716
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin 2012 Gift Trust
f/b/o Daniel Harwin dated 11/19/2012(10)
|
| |
154,539
|
| |
|
| |
154,539
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin 2012 Gift Trust
f/b/o Jeffrey Harwin dated 11/19/2012(10)
|
| |
154,539
|
| |
|
| |
154,539
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin 2012 Gift Trust
f/b/o Kristin Harwin dated 11/19/2012(10)
|
| |
154,539
|
| |
|
| |
154,539
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin 2012 Gift Trust
f/b/o Peter Harwin dated 11/19/2012(10)
|
| |
154,539
|
| |
|
| |
154,539
|
| |
|
| |
—
|
| |
—
|
| |
—
|
William N. Harwin Trust dated 7/14/1994(10)
|
| |
95,912
|
| |
|
| |
95,912
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Wright Investment Holdings, LLC(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Yallappa Nadiminti Spousal Limited Access Trust(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
Yon Kyu Peter Park, M.D(10)
|
| |
189,300
|
| |
|
| |
189,300
|
| |
|
| |
—
|
| |
—
|
| |
—
|
TIFF Private Equity Partners 2022, L.P.(21)
|
| |
264,668
|
| |
|
| |
264,668
|
| |
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
“Shares of Class A Common Stock (including underlying shares of Class A Common Stock)” includes , including any Class A Common
Stock underlying Class B Common Stock, Warrants to purchase Class B Common Stock, Series A Preferred Stock and/or privates warrants to purchase Class A Common Stock.
|
(2)
|
After the Offering -- Percentage of Shares of Class A Common Stock” based on a total of 52,356,686 shares of common stock,
which number includes (i) 9,532,354 shares of Class A Common Stock outstanding as of the date of this prospectus, plus (ii) 28,109,796 shares of Class A Common Stock issuable upon the exchange of a corresponding number of Class B Common
Stock or Class B Warrants (together with AON LLC common units), plus (iii) 8,601,203 shares of Class A Common Stock issuable upon conversion of outstanding shares of Series A Preferred Stock (including non-cash dividends payable at
AON’s election) and plus (iv) 6,113,333 shares of Class A Common Stock which may be acquired upon exercise of the Company warrants.
|
(3)
|
The Selling Securityholder’s address is 10250 Constellation Blvd., Suite 23126, Los Angeles CA 90067. Class A Common Stock
held before the offering and offered pursuant to this prospectus consists of (i) 8,112,500 shares of Class A Common Stock, which includes 2,839,375 shares that are subject to earnout, and (ii) 6,113,333 shares of Class A Common Stock
issuable upon exercise of private placement warrants.
|
(4)
|
The Selling Securityholder’s address is 10250 Constellation Blvd STE 23126, Los Angeles CA 90067. Class A Common Stock held
before the offering and offered pursuant to this prospectus consists of 150,000 shares of Class A Common Stock. The Selling Securityholder is managed by Kevin Nazemi, and Mr. Nazemi has sole voting and dispositive power with respect to
the shares and warrants held of record by the Sponsor.
|
(5)
|
The Selling Securityholder’s address is 10250 Constellation Blvd STE 23126, Los Angeles CA 90067. Class A Common Stock held
before the offering and offered pursuant to this prospectus consists of 25,000 shares of Class A Common Stock.
|
(6)
|
The Selling Securityholder’s address is 520 Madison Avenue 40th Floor, New York, NY 10022. Class A Common Stock held before
the offering and offered pursuant to this prospectus consists of shares of Class A Common Stock issuable upon conversion of 3,196,099 shares of Series A Preferred Stock, including an assumed amount of non-cash dividends that may accrue
on the shares of Series A Preferred Stock and increase the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to their terms.
|
(7)
|
The Selling Securityholder’s address is 520 Madison Avenue 40th Floor, New York, NY 10022. Class A Common Stock held before
the offering and offered pursuant to this prospectus consists of shares of Class A Common Stock issuable upon conversion of 1,204,059 shares of Series A Preferred Stock, including an assumed amount of non-cash dividends that may accrue
on the shares of Series A Preferred Stock and increase the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to their terms.
|
(8)
|
The Selling Securityholder’s address is 555 Twin Dolphin Drive, Suite 370, Redwood City, CA 94065. Class A Common Stock held
before the offering and offered pursuant to this prospectus consists of shares of Class A Common Stock issuable upon conversion of 2,046,775 shares of Series A Preferred Stock, including an assumed amount of non-cash dividends that may
accrue on the shares of Series A Preferred Stock and increase the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to their terms.
|
(9)
|
The Board of Directors of KRP Investments, Inc. (``KRP''), comprised of three individuals, has discretionary authority to vote
and dispose of the shares held by KRP. All decisions of the Board of Directors of KRP are determined on a majority basis, and no individual on the Board of Directors of KRP has sole authority to vote or dispose of the shares held by
KRP. The principal business address of KRP is c/o American Oncology Network, Inc. 14543 Global Parkway, Suite 110, Fort Myers, FL 33913.
|
(10)
|
Class A Common Stock held before the offering and offered pursuant to this prospectus consists of shares of Class A Common
Stock issuable upon exchange of an equal number of Class B Common Stock together with an equal number of AON LLC common units.
|
(11)
|
Craig Reynolds was, within the past three years, a member on AON LLC’s Board of Managers.
|
(12)
|
Daniel L. Spitz was, within the past three years, a member on AON LLC’s Board of Managers.
|
(13)
|
Shalin Ramesh Shah is a former member on our Board of Directors.
|
(14)
|
Douglas D. Heldreth was, within the past three years, a member on AON LLC’s Board of Managers.
|
(15)
|
Schonherz Family Trust and Schonherz Family Trust, Brian Schonherz, Trustee hold the shares of Class A Common Stock that are
being registered pursuant to this prospectus for the benefit of Todd Schonherz, our Chief Executive Officer and member on the Board of Directors.
|
(16)
|
Prechtl Family Trust U/T/A Dated November 21, 2017 Dated November 21, 2017 and Prechtl Family Trust U/T/A Dated November 21,
2017, Christopher Thomas Prechtl, Trustee hold the shares of Class A Common Stock that are being registered pursuant to this prospectus for the benefit of Bradley Prechtl, our former President and Chief Development Officer.
|
(17)
|
Vance M. Wright-Browne is a former member on our Board of Directors.
|
(18)
|
Vipul Patel is a former member on our Board of Directors.
|
(19)
|
Stephen V. Orman was, within the past three years, a member on AON LLC’s Board of Managers.
|
(20)
|
Stephen G. Divers, Trustee FBO Fred Divers Family Trust hold the shares of Class A Common Stock that are being registered
pursuant to this prospectus for the benefit of Stephen “Fred” Divers, our Chief Medical Officer and member on the Board of Directors.
|
(21)
|
The Selling Securityholder’s address is 170 N. Radnor Chester Road, Suite 300, Radnor, PA 19087. Class A Common Stock held
before the offering and offered pursuant to this prospectus consists of shares of Class A Common Stock issuable upon conversion of 204,677 shares of Series A Preferred Stock, including an assumed amount of non-cash dividends that may
accrue on the shares of Series A Preferred Stock and increase the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to their terms.
|
•
|
any person who is, or at any time during the applicable period was, one of AON’s officers or one of AON’s directors;
|
•
|
any person who is known by AON to be the beneficial owner of more than five percent (5%) of its voting stock;
|
•
|
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse,
sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, sister-in- law or brother-in-law of a director, officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or
employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of its voting stock; and
|
•
|
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar
position or in which such person has a ten percent (10%) or greater beneficial ownership interest.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”);
|
•
|
if, and only if, the last reported sale price of AON’s Class A Common Stock for any 20-trading days within a 30-trading day
period ending on the third trading day prior to the date on which AON send the notice of redemption to the warrant holders (which AON refers to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to
the number of shares issuable upon exercise or the exercise price of a warrant).
|
•
|
in whole and not in part;
|
•
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption to each warrant holder provided that
holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of AON
Class A Common Stock except as otherwise described below;
|
•
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares
issuable upon exercise or the exercise price of a warrant); and
|
•
|
if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon
exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
|
| |
Fair Market Value of AON Class A Common Stock
|
||||||||||||||||||||||||
Redemption Date (period to
expiration of warrants)
|
| |
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
60 months
|
| |
0.261
|
| |
0.281
|
| |
0.297
|
| |
0.311
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
57 months
|
| |
0.257
|
| |
0.277
|
| |
0.294
|
| |
0.310
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
54 months
|
| |
0.252
|
| |
0.272
|
| |
0.291
|
| |
0.307
|
| |
0.322
|
| |
0.335
|
| |
0.347
|
| |
0.357
|
| |
0.361
|
51 months
|
| |
0.246
|
| |
0.268
|
| |
0.287
|
| |
0.304
|
| |
0.320
|
| |
0.333
|
| |
0.346
|
| |
0.357
|
| |
0.361
|
48 months
|
| |
0.241
|
| |
0.263
|
| |
0.283
|
| |
0.301
|
| |
0.317
|
| |
0.332
|
| |
0.344
|
| |
0.356
|
| |
0.361
|
45 months
|
| |
0.235
|
| |
0.258
|
| |
0.279
|
| |
0.298
|
| |
0.315
|
| |
0.330
|
| |
0.343
|
| |
0.356
|
| |
0.361
|
42 months
|
| |
0.228
|
| |
0.252
|
| |
0.274
|
| |
0.294
|
| |
0.312
|
| |
0.328
|
| |
0.342
|
| |
0.355
|
| |
0.361
|
39 months
|
| |
0.221
|
| |
0.246
|
| |
0.269
|
| |
0.290
|
| |
0.309
|
| |
0.325
|
| |
0.340
|
| |
0.354
|
| |
0.361
|
36 months
|
| |
0.213
|
| |
0.239
|
| |
0.263
|
| |
0.285
|
| |
0.305
|
| |
0.323
|
| |
0.339
|
| |
0.353
|
| |
0.361
|
|
| |
Fair Market Value of AON Class A Common Stock
|
||||||||||||||||||||||||
Redemption Date (period to
expiration of warrants)
|
| |
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
33 months
|
| |
0.205
|
| |
0.232
|
| |
0.257
|
| |
0.280
|
| |
0.301
|
| |
0.320
|
| |
0.337
|
| |
0.352
|
| |
0.361
|
30 months
|
| |
0.196
|
| |
0.224
|
| |
0.250
|
| |
0.274
|
| |
0.297
|
| |
0.316
|
| |
0.335
|
| |
0.351
|
| |
0.361
|
27 months
|
| |
0.185
|
| |
0.214
|
| |
0.242
|
| |
0.268
|
| |
0.291
|
| |
0.313
|
| |
0.332
|
| |
0.350
|
| |
0.361
|
24 months
|
| |
0.173
|
| |
0.204
|
| |
0.233
|
| |
0.260
|
| |
0.285
|
| |
0.308
|
| |
0.329
|
| |
0.348
|
| |
0.361
|
21 months
|
| |
0.161
|
| |
0.193
|
| |
0.223
|
| |
0.252
|
| |
0.279
|
| |
0.304
|
| |
0.326
|
| |
0.347
|
| |
0.361
|
18 months
|
| |
0.146
|
| |
0.179
|
| |
0.211
|
| |
0.242
|
| |
0.271
|
| |
0.298
|
| |
0.322
|
| |
0.345
|
| |
0.361
|
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
•
|
There is no cumulative voting with respect to the election of directors.
|
•
|
The AON Board is divided into three staggered classes of directors. At each annual meeting of its stockholders, a class of
directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:
|
○
|
the Class I directors, whose terms will expire at the annual meeting of stockholders to be held
in 2024, are James Stith and William J. Valle;
|
○
|
the Class II directors, whose terms will expire at the annual meeting of stockholders to be
held in 2025, is Fred” Divers and there are two vacancies; and
|
○
|
the Class III directors, whose terms will expire at the annual meeting of stockholders to be
held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin.
|
•
|
The AON Board is empowered to appoint a director to fill a vacancy created by the expansion of the AON Board or the
resignation, death, or removal of a director in certain circumstances. AON intends to fill the vacancies prior to the next annual meeting of stockholders.
|
•
|
A prohibition on stockholders calling a special meeting and the requirement that from and after the Closing, a meeting of the
stockholders may only be called by the AON Board acting pursuant to a resolution adopted by a majority of the authorized directors of the AON Board, by our Chief Executive Officer or by our Chairman, which may delay the ability of our
stockholders to force consideration of a proposal or to take action, including the removal of directors.
|
•
|
Subject to any limitations imposed by the listing standards of Nasdaq (or another securities exchange on which AON equity
securities are then listed for trading), the authorized but unissued common stock and preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes,
including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an
attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
|
•
|
AON is subject to the provisions of Section 203 of the DGCL, which we refer to as “Section 203,” regulating corporate
takeovers. Section 203 prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with (a) a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an
“interested stockholder”);
|
•
|
an affiliate of an interested stockholder or (c) an associate of an interested stockholder, in each case, for three years
following the date that such stockholder became an interested stockholder. A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
|
○
|
the AON Board approves the transaction that made the stockholder an “interested stockholder,”
prior to the date of the transaction;
|
○
|
after the completion of the transaction that resulted in the stockholder becoming an interested
stockholder, that stockholder owned at least 85% of AON voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
|
○
|
on or subsequent to the date of the transaction, the business combination is approved by the
AON Board and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
|
•
|
1% of the total number of Class A Common Stock then outstanding;
|
•
|
the average weekly reported volume of trading in AON Common Stock on all national securities exchanges and/or reported
through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the notice required to be filed by the seller under Rule 144 or if no such notice is required, the date
of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker; or
|
•
|
the average weekly volume of trading in such securities reported pursuant to an effective transaction report plan or an
effective national market system plan, as defined in Regulation NMS under the Exchange Act, during the four week period described in the preceding bullet.
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
•
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the
preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
|
•
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.
|
•
|
purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
|
•
|
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
|
•
|
block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
|
•
|
an over-the-counter distribution in accordance with the rules of the applicable exchange;
|
•
|
settlement of short sales entered into after the date of this prospectus;
|
•
|
agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share;
|
•
|
in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at
the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through
sales agents;
|
•
|
directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated
transactions;
|
•
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
•
|
through a combination of any of the above methods of sale; or
|
•
|
any other method permitted pursuant to applicable law.
|
|
| |
Page
|
Consolidated Financial Statements of American Oncology
Network, Inc.
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| |
As of
December 31,
2023
|
| |
As of
December 31,
2022
|
Assets
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$
|
| |
$
|
Short-term marketable securities
|
| |
|
| |
|
Patient accounts receivable, net
|
| |
|
| |
|
Inventories
|
| |
|
| |
|
Other receivables
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
|
| |
|
Current portion of notes receivable - related parties
|
| |
|
| |
|
Total current assets
|
| |
|
| |
|
Property and equipment, net
|
| |
|
| |
|
Operating lease right-of-use assets, net(1)
|
| |
|
| |
|
Notes receivable - related parties
|
| |
|
| |
|
Other assets
|
| |
|
| |
|
Goodwill and intangibles, net
|
| |
|
| |
|
Deferred tax asset, net
|
| |
|
| |
|
Total assets
|
| |
$
|
| |
$
|
Liabilities, Mezzanine Equity, and Stockholders’ Equity
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
Accounts payable(2)
|
| |
$
|
| |
$
|
Accrued compensation related costs
|
| |
|
| |
|
Accrued other
|
| |
|
| |
|
Income tax payable
|
| |
|
| |
|
Current portion of operating lease liabilities(3)
|
| |
|
| |
|
Total current liabilities
|
| |
|
| |
|
Long-term debt, net
|
| |
|
| |
|
Long-term operating lease liabilities(4)
|
| |
|
| |
|
Other long-term liabilities
|
| |
|
| |
|
Total liabilities
|
| |
|
| |
|
Mezzanine equity
|
| |
|
| |
|
Series A convertible preferred stock; $
|
| |
|
| |
—
|
Redeemable noncontrolling interest
|
| |
|
| |
—
|
Stockholders' equity
|
| |
|
| |
|
Class A Common Stock; $
|
| |
|
| |
—
|
Class B Common Stock; $
|
| |
|
| |
—
|
Class A Units;
|
| |
—
|
| |
|
Class A-1 Units;
|
| |
—
|
| |
|
Class B Units;
|
| |
—
|
| |
|
|
| |
As of
December 31,
2023
|
| |
As of
December 31,
2022
|
Additional paid-in capital
|
| |
|
| |
—
|
Accumulated other comprehensive income (loss)
|
| |
|
| |
(
|
Retained earnings (deficit)
|
| |
(
|
| |
|
Total AON stockholders' equity
|
| |
(
|
| |
|
Noncontrolling interest
|
| |
|
| |
—
|
Total equity
|
| |
$(
|
| |
$
|
Total liabilities, mezzanine equity, noncontrolling
interest, and stockholders' equity
|
| |
$
|
| |
$
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
|
| |
Year Ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Revenue
|
| |
|
| |
|
| |
|
Patient service revenue, net
|
| |
$
|
| |
$
|
| |
$
|
Other revenue
|
| |
|
| |
|
| |
|
Total revenue
|
| |
|
| |
|
| |
|
Costs and expenses
|
| |
|
| |
|
| |
|
Cost of revenue(1)(2)
|
| |
|
| |
|
| |
|
General and administrative expenses
|
| |
|
| |
|
| |
|
Transaction expenses
|
| |
|
| |
|
| |
|
Total costs and expenses
|
| |
|
| |
|
| |
|
Income (loss) from operations
|
| |
(
|
| |
|
| |
|
Other income (expense)
|
| |
|
| |
|
| |
|
Interest expense
|
| |
(
|
| |
(
|
| |
(
|
Interest income
|
| |
|
| |
|
| |
|
Other (expense) income, net(3)
|
| |
(
|
| |
|
| |
|
Income (loss) before income taxes, equity loss in
affiliate, and noncontrolling interest
|
| |
(
|
| |
|
| |
|
Income tax expense (benefit)
|
| |
|
| |
|
| |
|
Income (loss) before equity loss in affiliate and noncontrolling interest
|
| |
(
|
| |
|
| |
(
|
Equity in loss of affiliate
|
| |
(
|
| |
|
| |
|
Net income (loss) before noncontrolling interest
|
| |
(
|
| |
|
| |
(
|
Net income attributable to noncontrolling interest
|
| |
|
| |
|
| |
|
Net income (loss) before redeemable noncontrolling interest
|
| |
(
|
| |
|
| |
(
|
Net income (loss) and noncontrolling interest attributable
to Legacy AON Stockholders prior to the reverse recapitalization
|
| |
(
|
| |
|
| |
(
|
Net income (loss) attributable to redeemable noncontrolling interest
|
| |
(
|
| |
|
| |
|
Net loss attributable to Class A Common Stockholders
|
| |
$(
|
| |
$
|
| |
$
|
Loss per share of Class A Common Stock:
|
| |
|
| |
|
| |
|
Basic
|
| |
$(
|
| |
$
|
| |
$
|
Diluted
|
| |
$(
|
| |
$
|
| |
$
|
Weighted average shares of Class A Common Stock Outstanding:
|
| |
|
| |
|
| |
|
Basic
|
| |
|
| |
|
| |
|
Diluted
|
| |
|
| |
|
| |
|
Other comprehensive income (loss):
|
| |
|
| |
|
| |
|
Unrealized gains (losses) on marketable securities
|
| |
|
| |
(
|
| |
|
Other comprehensive gain (loss)
|
| |
|
| |
(
|
| |
|
Comprehensive income (loss)
|
| |
$(
|
| |
$
|
| |
$(
|
Other comprehensive income (loss) attributable to Legacy
AON Stockholders
|
| |
(
|
| |
|
| |
(
|
Other comprehensive loss attributable to redeemable
noncontrolling interests
|
| |
(
|
| |
|
| |
|
Total comprehensive loss attributable
to Class A Common Stockholders
|
| |
$(
|
| |
$
|
| |
$
|
(1)
|
|
(2)
|
|
(3)
|
|
|
| |
Mezzanine
Equity - Class C
Units exchanged
for Series A
Preferred Stock(2)
|
| |
NCI(1)
|
| |
Class A
Common
Stock
|
| |
Class B
Common
Stock
|
| |
Class A
Units
|
| |
Class A-1
Units
|
| |
Class B
Units
|
| |
Class B-1
Units
|
| |
APIC(1)
|
| |
AOCI(1)
|
| |
Non
controlling
Interest
|
| |
Retained
Earnings
(Deficit
|
| |
Total
Equity
(Deficit)
|
|||||||||||||||||||||
In thousands
(including share and
per share data)
|
| |
Stock
|
| |
$
|
| |
|
| |
Stock
|
| |
$
|
| |
Stock
|
| |
$
|
| |
Units
|
| |
$
|
| |
Units
|
| |
$
|
| |
Units
|
| |
$
|
| |
Units
|
| |
$
|
| ||||||||||||||
Balances at December 31, 2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
Net loss attributable to Legacy AON Stockholders prior to the
reverse recapitalization
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Equity-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Balances at December 31, 2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
Net gain attributable to Legacy AON Stockholders prior to the
reverse recapitalization
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
Other comprehensive loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
Balances at December 31, 2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
—
|
| |
—
|
| |
—
|
| |
$(
|
| |
—
|
| |
$
|
| |
$
|
|
| |
Mezzanine
Equity - Class C
Units exchanged
for Series A
Preferred Stock(2)
|
| |
NCI(1)
|
| |
Class A
Common
Stock
|
| |
Class B
Common
Stock
|
| |
Class A
Units
|
| |
Class A-1
Units
|
| |
Class B
Units
|
| |
Class B-1
Units
|
| |
APIC(1)
|
| |
AOCI(1)
|
| |
Non
controlling
Interest
|
| |
Retained
Earnings
(Deficit
|
| |
Total
Equity
(Deficit)
|
|||||||||||||||||||||
In thousands
(including share and
per share data)
|
| |
Stock
|
| |
$
|
| |
|
| |
Stock
|
| |
$
|
| |
Stock
|
| |
$
|
| |
Units
|
| |
$
|
| |
Units
|
| |
$
|
| |
Units
|
| |
$
|
| |
Units
|
| |
$
|
| ||||||||||||||
Balances at December 31, 2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
|
| |
|
Activity prior to reverse recapitalization
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Issuance of Class C Units, net of offering costs
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
Class A and A-1 preferred returns
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
$(
|
Issuance of additional Class A-1 Units pursuant to the
Anti-Dilution Feature
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$
|
Tax distributions
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
$(
|
Capital contribution from noncontrolling interest member
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
$
|
Accumulated Other Comprehensive Income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
$
|
Equity based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
| |
$(
|
Reverse Recapitalization, net
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
| |
|
| |
(
|
| |
—
|
| |
(
|
| |
$(
|
Activity after reverse recapitalization
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other comprehensive income
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
$
|
Equity based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
$
|
743(b) tax adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
(
|
| |
$(
|
Repurchases of Class A Common Stock
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
(
|
| |
$(
|
Net loss after the reverse recapitalization
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
(
|
| |
$(
|
Fair value adjustment to redeemable noncontrolling interest
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
| |
$(
|
Balances at December 31, 2023
|
| |
|
| |
$
|
| |
$
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
—
|
| |
$—
|
| |
|
| |
$—
|
| |
|
| |
$—
|
| |
—
|
| |
—
|
| |
$
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
(1)
|
|
(2)
|
|
|
| |
Year Ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Cash flows from operating activities
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$(
|
| |
$
|
| |
$(
|
Adjustments to reconcile net income (loss) to net cash
used in operating activities
|
| |
|
| |
|
| |
|
Depreciation and amortization
|
| |
|
| |
|
| |
|
Amortization of debt issuance costs
|
| |
|
| |
|
| |
|
Deferred income taxes
|
| |
|
| |
|
| |
|
Amortization of operating right-of-use assets(1)
|
| |
|
| |
|
| |
—
|
Loss on change in fair value of derivatives
|
| |
|
| |
|
| |
|
Stock compensation
|
| |
|
| |
|
| |
|
Loss on extinguishment of debt financing costs
|
| |
|
| |
|
| |
|
Equity in loss of affiliate
|
| |
|
| |
|
| |
|
Gain on sale of property and equipment
|
| |
(
|
| |
(
|
| |
(
|
Deferred rent
|
| |
—
|
| |
—
|
| |
|
Changes in operating assets and liabilities, net of reverse recapitalization:
|
| |
|
| |
|
| |
|
Patient accounts receivable, net
|
| |
|
| |
(
|
| |
(
|
Inventories(2)
|
| |
(
|
| |
(
|
| |
(
|
Prepaid expenses and other current assets
|
| |
(
|
| |
|
| |
(
|
Other receivables
|
| |
(
|
| |
(
|
| |
(
|
Other assets
|
| |
(
|
| |
(
|
| |
(
|
Accounts payable(3)
|
| |
|
| |
|
| |
|
Accrued compensation related costs
|
| |
|
| |
(
|
| |
|
Accrued other
|
| |
|
| |
|
| |
|
Operating lease liabilities(4)
|
| |
(
|
| |
(
|
| |
—
|
Medicare advance payments
|
| |
|
| |
(
|
| |
(
|
Other long-term liabilities
|
| |
|
| |
|
| |
|
Net cash used in operating activities
|
| |
(
|
| |
(
|
| |
(
|
Cash flows from investing activities
|
| |
|
| |
|
| |
|
Purchases of property and equipment
|
| |
(
|
| |
(
|
| |
(
|
Proceeds from disposals of property and equipment
|
| |
|
| |
|
| |
|
Purchases of marketable securities
|
| |
(
|
| |
(
|
| |
|
Proceeds from sales of marketable securities
|
| |
|
| |
|
| |
|
Acquisition of physician practices
|
| |
|
| |
(
|
| |
(
|
Issuance of notes receivable - related parties
|
| |
(
|
| |
(
|
| |
(
|
Collections on notes receivable - related parties
|
| |
|
| |
|
| |
|
Net cash used in investing activities
|
| |
(
|
| |
(
|
| |
(
|
Cash flows from financing activities
|
| |
|
| |
|
| |
|
Repayments of revolving line of credit
|
| |
|
| |
|
| |
(
|
Borrowings on long-term debt
|
| |
|
| |
|
| |
|
Repayments of long-term debt
|
| |
|
| |
|
| |
(
|
Cash paid for deferred offering costs
|
| |
|
| |
(
|
| |
|
Proceeds from reverse recapitalization
|
| |
|
| |
|
| |
|
Repurchases of Class A Common Stock
|
| |
(
|
| |
|
| |
|
Class A and A-1 preferred returns and tax distributions
|
| |
(
|
| |
|
| |
|
Repayments on finance and capital leases
|
| |
(
|
| |
(
|
| |
(
|
Issuance of redeemable convertible Class C Units
|
| |
|
| |
|
| |
|
|
| |
Year Ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Cash paid for debt financing costs
|
| |
(
|
| |
(
|
| |
(
|
Series A Preferred Stock offering costs
|
| |
(
|
| |
|
| |
|
Contribution from noncontrolling interest
|
| |
|
| |
|
| |
|
Net cash provided by financing activities
|
| |
|
| |
|
| |
|
Net increase (decrease) in cash and cash equivalents
|
| |
|
| |
(
|
| |
(
|
Cash and cash equivalents
|
| |
|
| |
|
| |
|
Beginning of period
|
| |
|
| |
|
| |
|
End of period
|
| |
$
|
| |
$
|
| |
$
|
Supplemental consolidated cash flow information
|
| |
|
| |
|
| |
|
Cash paid for interest
|
| |
|
| |
|
| |
|
Cash paid for income taxes
|
| |
|
| |
|
| |
|
Supplemental noncash investing and financing activities
|
| |
|
| |
|
| |
|
Unpaid offering costs relating to the reverse recapitalization
|
| |
$
|
| |
$
|
| |
$
|
Right-of-use assets and lease liabilities removed in termination of lease
|
| |
$
|
| |
$
|
| |
$
|
Deemed dividend for Series A Preferred Stock extinguishment
|
| |
$
|
| |
$
|
| |
$
|
Assumed capital lease liabilities in acquisition of physician practice
|
| |
$
|
| |
$
|
| |
$
|
Changes in accounts payable for capital additions to
property and equipment
|
| |
$
|
| |
$
|
| |
$
|
Payables for deferred offering costs
|
| |
$
|
| |
$
|
| |
$
|
Disposal of property and equipment in exchange for
reduction in finance lease liability
|
| |
$
|
| |
$
|
| |
$
|
(1)
|
|
(2)
|
Includes changes in related party balances of ($
|
(3)
|
|
(4)
|
|
Year Ended
|
||||||
December 31, 2021
|
| |
December 31, 2022
|
| |
December 31, 2023
|
State
|
| |
State
|
| |
State
|
Maryland
|
| |
Arizona
|
| |
Texas(a)
|
Arizona
|
| |
Georgia(a)
|
| |
Florida(a)
|
Washington
|
| |
Louisiana(a)
|
| |
Arizona(a)
|
Georgia(a)
|
| |
Georgia(a)
|
| |
|
Arizona
|
| |
Georgia(a)
|
| |
|
|
| |
Georgia(a)
|
| |
|
(a)
|
The Company entered into affiliation agreements with the physicians for these respective practices. The Company evaluated each
of the affiliation agreements and determined that the transactions did not represent a business combination.
|
•
|
AON LLC Common Units held by the Legacy AON Stockholders -
|
•
|
AON LLC Common Units held by New AON -
|
•
|
AON LLC Series A Preferred Units held by New AON -
|
•
|
Class A Common Stock held by the former AON LLC Class B-1 unit holders -
|
•
|
Class A Common Stock held by the DTOC unredeemed stockholders -
|
•
|
Class A Common Stock held by the DTOC Sponsor and their permitted transferees -
|
•
|
Class B Common Stock held by Legacy AON Stockholders -
|
•
|
New AON Series A Preferred Stock held by AEA Growth Management LP -
|
(a)
|
Sponsor Earnout Shares of
|
(b)
|
Certain Legacy AON Stockholders hold
|
•
|
AON LLC’s directors will represent a majority of the board seats for New AON’s board of directors;
|
•
|
AON LLC’s senior management will be the senior management of the combined company;
|
•
|
AON LLC’s operations comprising the ongoing operations of the post-combination company; and
|
•
|
AON LLC’s relative size (i.e., assets, revenues, and earnings) is significantly larger compared to DTOC.
|
•
|
the Sponsor Earnout Shares will vest when the volume-weighted average price of the New AON Class A common stock equals or
exceeds $
|
•
|
the Sponsor Earnout Shares will be released immediately upon the consummation of a change of control transaction within the
|
•
|
if the Sponsor Earnout Shares are not released pursuant to the foregoing provisions on or before the date that is
|
Leasehold improvements
|
| |
|
Furniture, fixtures and equipment
|
| |
|
Medical equipment
|
| |
|
Computer equipment
|
| |
|
Signs
|
| |
|
Automobiles
|
| |
|
Software
|
| |
|
Level 1
|
Inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
|
Level 2
|
Inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or
model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
|
Level 3
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.
This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
3.
|
Reverse Recapitalization
|
|
| |
As of September 20,
2023
|
Cash and Cash Equivalents
|
| |
$
|
Current Liabilities
|
| |
(
|
Long Term Liabilities
|
| |
(
|
Total Net Liabilities
|
| |
$(
|
4.
|
Variable Interest Entities
|
|
| |
As of December 31,
2023
|
| |
As of December 31,
2022
|
Assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$
|
| |
$
|
Accounts receivable
|
| |
|
| |
|
Inventories
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
|
| |
|
Goodwill and intangibles, net
|
| |
|
| |
|
Other receivables
|
| |
|
| |
|
Other assets
|
| |
|
| |
|
Total assets
|
| |
$
|
| |
$
|
|
| |
As of December 31,
2023
|
| |
As of December 31,
2022
|
Liabilities
|
| |
|
| |
|
Accounts payable
|
| |
$
|
| |
$
|
Accrued compensation and benefits
|
| |
|
| |
|
Accrued other
|
| |
|
| |
|
Other long-term liabilities
|
| |
|
| |
|
Due to AON LLC and subsidiaries, net
|
| |
|
| |
|
Total liabilities
|
| |
$
|
| |
$
|
5.
|
Business Combinations
|
|
| |
2021 Acquired Locations
|
Purchase considerations
|
| |
|
Cash transferred upon closing
|
| |
$
|
Assumed capital lease liabilities
|
| |
|
Total consideration transferred
|
| |
|
Net assets acquired
|
| |
|
Inventories
|
| |
|
Other assets
|
| |
|
Property and equipment
|
| |
|
Total net assets acquired
|
| |
|
Amount assigned to goodwill
|
| |
$
|
|
| |
Pro Forma
|
|||
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Revenue
|
| |
$
|
| |
$
|
Net income
|
| |
$
|
| |
$
|
|
| |
As of December 31, 2023
|
|||||||||
|
| |
Amortized
Cost
|
| |
Gross
Unrealized
Gains
|
| |
Gross
Unrealized
Losses
|
| |
Estimated
Fair
Value
|
Cash equivalents(1)
|
| |
|
| |
|
| |
|
| |
|
Level 1:
|
| |
|
| |
|
| |
|
| |
|
Overnight repurchase agreements
|
| |
$
|
| |
$—
|
| |
$—
|
| |
$
|
Money market funds
|
| |
|
| |
—
|
| |
—
|
| |
|
Level 1 total
|
| |
|
| |
$—
|
| |
$—
|
| |
|
Marketable securities
|
| |
|
| |
|
| |
|
| |
|
Level 2:
|
| |
|
| |
|
| |
|
| |
|
Corporate bonds
|
| |
|
| |
|
| |
(
|
| |
|
U.S. Treasury securities
|
| |
|
| |
|
| |
|
| | |
Level 2 total
|
| |
|
| |
|
| |
(
|
| |
|
Total
|
| |
$
|
| |
$
|
| |
$(
|
| |
$
|
|
| |
As of December 31, 2022
|
|||||||||
|
| |
Amortized
Cost
|
| |
Gross
Unrealized
Gains
|
| |
Gross
Unrealized
Losses
|
| |
Estimated
Fair
Value
|
Cash equivalents(1)
|
| |
|
| |
|
| |
|
| |
|
Level 1:
|
| |
|
| |
|
| |
|
| |
|
Money market funds
|
| |
$
|
| |
$—
|
| |
$—
|
| |
$
|
Marketable securities
|
| |
|
| |
|
| |
|
| |
|
Level 2:
|
| |
|
| |
|
| |
|
| |
|
Corporate bonds
|
| |
|
| |
|
| |
(
|
| |
|
U.S. Treasury securities
|
| |
|
| |
|
| |
(
|
| |
|
Level 2 total
|
| |
|
| |
|
| |
(
|
| |
|
Total
|
| |
$
|
| |
$
|
| |
$(
|
| |
$
|
(1)
|
|
|
| |
Corporate
Bonds
|
| |
U.S.
Treasuries
|
| |
Total
|
Due in one year or less
|
| |
$
|
| |
$
|
| |
$
|
Due in one to five years
|
| |
|
| |
|
| |
|
Total
|
| |
$
|
| |
$
|
| |
$
|
|
| |
As of December 31,
2023
|
| |
As of December
31, 2022
|
Intravenous drugs
|
| |
$
|
| |
$
|
Oral pharmaceuticals
|
| |
|
| |
|
Total inventories
|
| |
$
|
| |
$
|
|
| |
As of December 31,
2023
|
| |
As of December 31,
2022
|
Rebates receivable
|
| |
$
|
| |
$
|
Other
|
| |
|
| |
|
Total other receivables
|
| |
$
|
| |
$
|
|
| |
As of December 31,
2023
|
| |
As of December 31,
2022
|
Leasehold improvements
|
| |
$
|
| |
$
|
Furniture, fixtures and equipment
|
| |
|
| |
|
Medical equipment
|
| |
|
| |
|
Computer equipment
|
| |
|
| |
|
Signs
|
| |
|
| |
|
Automobiles
|
| |
|
| |
|
Software
|
| |
|
| |
|
Construction-in-progress
|
| |
|
| |
|
Property and equipment, gross
|
| |
|
| |
|
|
| |
|
| |
|
Accumulated depreciation and amortization
|
| |
(
|
| |
(
|
Property and equipment, net
|
| |
$
|
| |
$
|
|
| |
As of December 31,
2023
|
| |
As of December 31,
2022
|
Refund liability
|
| |
$
|
| |
$
|
Deferred social security taxes - COVID
|
| |
|
| |
|
Excise taxes payable
|
| |
|
| |
|
|
| |
|
| |
|
Other
|
| |
|
| |
|
Total accrued other
|
| |
$
|
| |
$
|
|
| |
As of December 31,
2023
|
| |
As of December
31, 2022
|
PNC Facility
|
| |
$
|
| |
$
|
Total
|
| |
|
| |
|
Unamortized debt issuance costs
|
| |
(
|
| |
(
|
Total debt
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Current
|
| |
|
| |
|
| |
|
Federal
|
| |
$
|
| |
$
|
| |
$(
|
State
|
| |
|
| |
|
| |
(
|
|
| |
|
| |
|
| |
(
|
Deferred
|
| |
|
| |
|
| |
|
Federal
|
| |
|
| |
|
| |
|
State
|
| |
(
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
Total income tax expense
|
| |
$
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Federal statutory income tax rate
|
| |
|
| |
|
| |
|
State taxes, net of federal benefit
|
| |
|
| |
-
|
| |
-
|
State rate change
|
| |
-
|
| |
-
|
| |
-
|
Revisions to prior years' estimates
|
| |
-
|
| |
-
|
| |
-
|
Nontaxable passthrough LLC income
|
| |
-
|
| |
-
|
| |
-
|
Change in valuation allowance
|
| |
-
|
| |
|
| |
|
Other
|
| |
|
| |
|
| |
|
Transaction related expenses
|
| |
-
|
| |
|
| |
|
Revaluation of warrants
|
| |
-
|
| |
|
| |
|
Effective tax rate
|
| |
(
|
| |
|
| |
|
|
| |
As of December 31
|
|||
|
| |
2023
|
| |
2022
|
Deferred tax assets
|
| |
|
| |
|
Investment in partnership
|
| |
$
|
| |
$
|
Net operating loss carryforwards
|
| |
|
| |
|
Accrued expenses
|
| |
|
| |
|
Start-up costs
|
| |
|
| |
|
Gross deferred tax assets
|
| |
|
| |
|
Valuation allowance
|
| |
(
|
| |
(
|
Total deferred tax assets (after valuation allowance)
|
| |
|
| |
|
Deferred tax liabilities
|
| |
|
| |
|
Accounting method change
|
| |
|
| |
|
Fixed assets
|
| |
|
| |
|
Total deferred tax liabilities
|
| |
|
| |
|
Net deferred tax asset
|
| |
$
|
| |
$
|
|
| |
As of December 31,
2023
|
| |
As of December 31,
2022
|
Assets
|
| |
|
| |
|
Operating lease right-of-use assets, net
|
| |
$
|
| |
$
|
Finance lease right-of-use assets, net (included in
property and equipment, net)
|
| |
|
| |
|
Total right-of-use assets
|
| |
$
|
| |
$
|
|
| |
|
| |
|
Liabilities
|
| |
|
| |
|
Current
|
| |
|
| |
|
Current portion of operating lease liabilities
|
| |
$
|
| |
$
|
Current portion of finance lease liabilities (included in accrued other)
|
| |
|
| |
|
Total current lease liabilities
|
| |
|
| |
|
Long-term
|
| |
|
| |
|
Long-term operating lease liabilities
|
| |
|
| |
|
Long-term finance lease liabilities (included in )
|
| |
|
| |
|
Total lease liabilities
|
| |
$
|
| |
$
|
|
| |
Years Ended December 31,
|
|||
|
| |
2023
|
| |
2022
|
Operating lease costs
|
| |
$
|
| |
$
|
Finance lease costs
|
| |
|
| |
|
Amortization of finance lease right-of-use assets
|
| |
|
| |
|
|
| |
|
| |
|
Interest on finance lease liabilities (included in interest expense)
|
| |
|
| |
|
Variable lease costs
|
| |
|
| |
|
Total lease costs
|
| |
$
|
| |
$
|
|
| |
Operating
Lease
|
| |
Finance
Leases
|
2024
|
| |
$
|
| |
$
|
2025
|
| |
|
| |
|
2026
|
| |
|
| |
|
2027
|
| |
|
| |
|
2028
|
| |
|
| |
|
Thereafter
|
| |
|
| |
|
Total lease payments
|
| |
|
| |
|
Less: amount representing interest
|
| |
(
|
| |
(
|
Present value of lease liabilities
|
| |
|
| |
|
Less: current portion of lease liabilities
|
| |
(
|
| |
(
|
Long-term lease liabilities, net of current portion
|
| |
$
|
| |
$
|
|
| |
Years Ended December 31,
|
|||
|
| |
2023
|
| |
2022
|
Cash paid for amounts included in the measurement of lease liabilities:
|
| |
|
| |
|
Operating cash flows from operating leases
|
| |
$
|
| |
$
|
Operating cash flows from finance leases
|
| |
|
| |
|
Financing cash flows from finance leases
|
| |
|
| |
|
ROU assets obtained in exchange for new operating lease liabilities
|
| |
|
| |
|
ROU assets obtained in exchange for new finance lease liabilities
|
| |
|
| |
|
|
| |
As of
December 31,
2023
|
| |
As of
December 31,
2022
|
| |
Original
Principal
|
| |
Issue
Date
|
| |
Maturity
Date
|
Notes receivable
|
| |
|
| |
|
| |
|
| |
|
| |
|
Note 2
|
| |
$
|
| |
$
|
| |
$
|
| |
5/1/2019
|
| |
4/30/2024
|
Note 3
|
| |
|
| |
|
| |
|
| |
6/1/2019
|
| |
5/31/2024
|
Note 6
|
| |
|
| |
|
| |
|
| |
5/22/2020
|
| |
5/22/2023
|
Note 8
|
| |
|
| |
|
| |
|
| |
5/1/2020
|
| |
5/1/2025
|
Note 9
|
| |
|
| |
|
| |
|
| |
1/24/2022
|
| |
6/30/2023
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total notes receivables
|
| |
$
|
| |
$
|
| |
|
| |
|
| |
|
Less: Current portion of notes receivable
|
| |
$(
|
| |
$(
|
| |
|
| |
|
| |
|
Notes receivable, less current portion
|
| |
$
|
| |
$
|
| |
|
| |
|
| |
|
in thousands, except for share and per share amounts
|
| |
Year ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Class A Units, value
|
| |
|
| |
|
| |
|
Beginning of Period
|
| |
$
|
| |
$
|
| |
$
|
Issuance of Units
|
| |
|
| |
|
| |
|
Impact of the Reverse Recapitalization
|
| |
(
|
| |
|
| |
|
End of Period
|
| |
$
|
| |
$
|
| |
$
|
|
| |
|
| |
|
| |
|
Class A Units, units
|
| |
|
| |
|
| |
|
Beginning of Period
|
| |
|
| |
|
| |
|
Issuance of Units
|
| |
|
| |
|
| |
|
Impact of the Reverse Recapitalization
|
| |
(
|
| |
|
| |
|
End of Period
|
| |
|
| |
|
| |
|
in thousands, except for share and per share amounts
|
| |
Year ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Class A-1 Units, value
|
| |
|
| |
|
| |
|
Beginning of Period
|
| |
$
|
| |
$
|
| |
$
|
Issuance of Units
|
| |
|
| |
|
| |
|
Impact of the Reverse Recapitalization
|
| |
(
|
| |
|
| |
|
End of Period
|
| |
$
|
| |
$
|
| |
$
|
|
| |
|
| |
|
| |
|
Class A-1 Units, units
|
| |
|
| |
|
| |
|
Beginning of Period
|
| |
|
| |
|
| |
|
Issuance of Units
|
| |
|
| |
|
| |
|
Impact of the Reverse Recapitalization
|
| |
(
|
| |
|
| |
|
End of Period
|
| |
|
| |
|
| |
|
in thousands, except for share and per share amounts
|
| |
Year ended December 31,
|
||||||
|
| |
2023
|
| |
2022
|
| |
2021
|
Class B Units, value
|
| |
|
| |
|
| |
|
Beginning of Period
|
| |
$
|
| |
$
|
| |
$
|
Equity based compensation
|
| |
|
| |
|
| |
|
Impact of the Reverse Recapitalization
|
| |
(
|
| |
|
| |
|
End of Period
|
| |
$
|
| |
$
|
| |
$
|
|
| |
|
| |
|
| |
|
Class B Units, units
|
| |
|
| |
|
| |
|
Beginning of Period
|
| |
|
| |
|
| |
|
Units Vested
|
| |
|
| |
|
| |
|
Impact of the Reverse Recapitalization
|
| |
(
|
| |
|
| |
|
End of Period
|
| |
|
| |
|
| |
|
(i)
|
The Original Issue Price of $
|
(ii)
|
Such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock
immediately prior to such Deemed Liquidation Event.
|
Net loss attributable to Class A Common Stockholders for basic and diluted
earnings per share
|
| |
$(
|
Series A Preferred Cumulative Dividends
|
| |
(
|
Series A Preferred Deemed Dividend
|
| |
(
|
Undistributed loss for basic earnings per share
|
| |
$(
|
Weighted-average shares for basic earnings per share
|
| |
|
Basic and Diluted loss per share of Class A Common Stock
|
| |
$(
|
Series A Preferred Stock
|
| |
|
Class B Common Stock
|
| |
|
Class B Prefunded Warrants
|
| |
|
Public and Private Warrants
|
| |
|
|
| |
Period beginning September 20, 2023 and ending
December 31, 2023
|
||||||
|
| |
AON Inc.
|
| |
AON LLC Units
Legacy AON
Stockholders
|
| |
Total
|
Beginning of Period
|
| |
|
| |
|
| |
|
Common Units Issued as of Reverse Recapitalization(1)
|
| |
|
| |
|
| |
|
Additional Common Units Issued
|
| |
|
| |
|
| |
|
Repurchases of Common Units
|
| |
(
|
| |
|
| |
(
|
Total Common Units as of December 31, 2023
|
| |
|
| |
|
| |
|
Series A Preferred Units Issued
|
| |
|
| |
|
| |
|
Total Units Issued
|
| |
|
| |
|
| |
|
End of Period
|
| |
|
| |
|
| |
|
Allocation of income to controlling and noncontrolling
interests
|
| |
|
| |
|
| |
|
Allocation of losses to controlling and noncontrolling
interests(2)
|
| |
|
| |
|
| |
|
(1)
|
The
|
(2)
|
As discussed in Note 15, Series A Preferred Stock are considered participating securities for basic and diluted loss per
share, but do not participate in losses. As a result, the consolidated net loss of AON LLC, during the period of September 21, 2023 through December 31, 2023, were allocated to the NCI to reflect the absorption of the Legacy AON
Stockholders to a portion of the consolidated net loss of AON LLC. Net losses were not attributed to Series A Preferred Stock.
|
Item 13.
|
Other Expenses of Issuance and Distribution
|
|
| |
Amount
|
SEC registration fee
|
| |
$77,842.35
|
Accountants’ fees and expenses
|
| |
*
|
Legal fees and expenses
|
| |
*
|
Printing fees
|
| |
*
|
Miscellaneous fees and expenses
|
| |
*
|
Total expenses
|
| |
*
|
*
|
Estimates not presently known.
|
Item 14.
|
Indemnification of Directors and Officers.
|
(a)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was
unlawful.
|
(b)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem proper.
|
(c)
|
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith.
|
(d)
|
Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors
who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
|
(e)
|
Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or
other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
|
(f)
|
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw
shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which
indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
|
(g)
|
A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under
this section.
|
(h)
|
For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.
|
(i)
|
For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or
|
(j)
|
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
(k)
|
The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance
expenses (including attorneys’ fees).
|
Item 15.
|
Recent Sales of Unregistered Securities
|
| |
Third Amended and Restated Business Combination Agreement, dated as of June 14,
2023, by and between Digital Transformation Opportunities Corp., American Oncology Network, LLC, GEF AON Holdings Corp. and DTOC Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on
June 14, 2023).
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|
| |
American Oncology Network, LLC Fourth Amended and Restated Limited Liability
Company Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 26, 2023).
|
|
| |
Second Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.2 to the Current Report on Form 8-K filed September 26, 2023).
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|
| |
Amended and Restated Bylaws of American Oncology Network, Inc. (incorporated by
reference to Exhibit 3.3 to the Current Report on Form 8-K filed on September 26, 2023).
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|
| |
Certificate of Designations of Series A Preferred Stock of American Oncology
Network, Inc. (incorporated by reference to Exhibit 3.4 on Form 8-K filed on September 26, 2023).
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|
| |
Form of Class B Warrant (incorporated by reference to Exhibit 4.2 to the
registration statement on Form S-1, filed with the SEC on October 13, 2023).
|
|
| |
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to the
registration statement on Form S-1, filed with the SEC on March 1, 2021).
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| |
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to
the registration statement on Form S-1, filed with the SEC on March 1, 2021).
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|
| |
Warrant Agreement, dated March 9, 2021, between Continental Stock Transfer
& Trust Company and Digital Transformation Opportunities Corp. (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-1, filed with the SEC on March 12, 2021).
|
| |
Opinion of Dentons US LLP (incorporated by reference to Exhibit 5.1 to the
registration statement on Form S-1/A, filed with the SEC on November 20, 2023).
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|
| |
Amended and Restated Sponsor Support Agreement dated as of January 6, 2023 by
and among AON, New AON and the Sponsor Supporting Shareholders. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 6, 2023).
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Amended & Restated Registration Rights Agreement dated as of September 20,
2023, by and New AON, the Sponsor and certain key stockholders of New AON. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed September 26, 2023).
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Private Placement Warrant Purchase Agreement, dated March 9, 2021, between
Digital Transformation Opportunities Corp. and Digital Transformation Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 12, 2021).
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| |
Master Services Agreement Between American Oncology Management Company, LLC and
American Oncology Partners, P.A., dated July 1, 2018 (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4/A filed July 14, 2023).
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Master Services Agreement Between American Oncology Management Company, LLC and
American Oncology Partners of Maryland, P.A., dated January 1, 2020 (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4/A filed July 14, 2023).
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American Oncology Network, Inc. 2023 Incentive Equity Plan (incorporated by
reference to Exhibit 10.4 to the Current Report on Form 8-K filed on September 26, 2023).
|
|
| |
Subsidiaries of American Oncology Network (incorporated by reference to
Exhibit 21.1 to the Current Report on Form 8-K filed on September 26, 2023).
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|
| |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting
firm of American Oncology Network, Inc.
|
|
| |
Consent of Dentons US LLP (included as part of Exhibit 5.1).
|
|
| |
Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97
to the Annual Report on Form 10-K filed on March 28, 2024)
|
|
| |
Form of Indemnification Agreement (incorporated by reference to Exhibit 99.1 to
the registration statement on Form S-1, filed with the SEC on October 13, 2023
|
|
101.INS
|
| |
Inline XBRL Instance Document.*
|
101.SCH
|
| |
Inline XBRL Taxonomy Extension Schema Document.*
|
101.CAL
|
| |
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
|
101.DEF
|
| |
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
|
101.LAB
|
| |
Inline XBRL Taxonomy Extension Label Linkbase Document.*
|
101.PRE
|
| |
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
|
104
|
| |
Cover Page Interactive Data File (Embedded within the Inline XBRL document and
included in Exhibit)
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
†
|
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K
Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
|
Item 17.
|
Undertakings
|
1.
|
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); (ii) to reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
|
2.
|
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
|
3.
|
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering;
|
4.
|
that, for the purpose of determining liability under the Securities Act to any purchaser:
|
5.
|
that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
(a)
|
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
(b)
|
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
|
(c)
|
the portion of any other free writing prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
|
(d)
|
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
AMERICAN ONCOLOGY NETWORK, INC.
|
|||
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| |
|
By:
|
| |
/s/ Todd Schonherz
|
Name:
|
| |
Todd Schonherz
|
Title:
|
| |
Chief Executive Officer
|
Signature
|
| |
Title
|
|
| |
|
/s/ Todd Schonherz
|
| |
Chief Executive Officer and Director
(Principal Executive Officer)
|
Todd Schonherz
|
| ||
|
| |
|
/s/ David H. Gould
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
David H.Gould
|
| ||
|
| |
|
/s/ Fred Divers, MD
|
| |
Chief Medical Officer and Director
|
Stephen “Fred” Divers, MD
|
| ||
|
| |
|
/s/ Bradley Fluegel
|
| |
Director
|
Bradley Fluegel
|
| ||
|
| |
|
/s/ James Stith
|
| |
Director
|
James Stith
|
| ||
|
| |
|
/s/ Ravi Sarin
|
| |
Director
|
Ravi Sarin
|
| ||
|
| |
|
/s/ William J. Valle
|
| |
Director
|
William J. Valle
|
|