0001839998-24-000040 | 10-Q | XBRL Viewer | American Oncology Network INC

Reverse Recapitalization - Narrative (Details) $ in Thousands			3 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 20, 2023 USD ($)	Mar. 31, 2024 USD ($) person	Mar. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Gain (Loss) On Reverse Recapitalization			$ 18,200
Transaction expenses		$ 13,000	$ 352	$ 1,971
Public and Private Warrants
Restructuring Cost and Reserve [Line Items]
Gain (loss) on issuance of warrants	$ (5,200)
Fair Value Adjustment of Warrants	$ 4,300
AON Inc.
Restructuring Cost and Reserve [Line Items]
Number of board of managers designated by company \| person			3
AON Common Unit
Restructuring Cost and Reserve [Line Items]
Number of board of managers designated by majority common unit holders \| person			2

Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
Leases - Lease Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease costs	$ 2,795	$ 2,870
Amortization of finance lease right-of-use assets	281	110
Interest on finance lease liabilities (included in interest expense)	86	17
Variable lease costs	586	578
Total lease costs	$ 3,748	$ 3,575

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Lessee, Assets And Liabilities

Right-of-use assets and lease liabilities consist of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Assets
Operating lease right-of-use assets, net	$	43,358	$	43,349
Finance lease right-of-use assets, net (included in property and equipment, net)	5,513		5,794
Total right-of-use assets	$	48,871	$	49,143

Liabilities
Current
Current portion of operating lease liabilities	$	6,715	$	6,692
Current portion of finance lease liabilities (included in accrued other)	1,205		1,189
Long-term	7,920		7,881
Long-term operating lease liabilities	39,786		39,803
Long-term finance lease liabilities (included in other long-term liabilities)	4,239		4,548
Total lease liabilities	$	51,945	$	52,232

Lease, Cost

The components of lease costs recognized in the condensed consolidated statements of operations and comprehensive loss consist of the following for the three month periods ended March 31, 2024 and 2023 and are included in selling, general, and administrative expenses unless otherwise noted:


	Three Months Ended March 31,
	2024		2023
Operating lease costs	$	2,795	$	2,870
Finance lease costs
Amortization of finance lease right-of-use assets	281		110
Interest on finance lease liabilities (included in interest expense)	86		17
Variable lease costs	586		578
Total lease costs	$	3,748	$	3,575

The cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024 and 2023 is as follows:


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,799	$	2,845
Operating cash flows from finance leases	86		17
Financing cash flows from finance leases	291		105
ROU assets obtained in exchange for new operating lease liabilities	2,048		4,326

Lessee, Operating Lease, Liability, to be Paid, Maturity

The following table reconciles the undiscounted cash flows expected to be paid in each of the next five years and thereafter recorded in the condensed consolidated balance sheets for operating and finance leases as of March 31, 2024:


	Operating Leases		Finance Leases
2024 (remainder of year after March 31, 2024)	$	6,959	$	1,132
2025	10,014		1,487
2026	9,620		1,249
2027	8,370		1,185
2028	6,271		948
Thereafter	19,147		261
Total lease payments	60,381		6,262
Less: amount representing interest	(13,880)		(818)
Present value of lease liabilities	46,501		5,444
Less: current portion of lease liabilities	(6,715)		(1,205)
Long-term lease liabilities, net of current portion	$	39,786	$	4,239

Finance Lease, Liability, to be Paid, Maturity


	Operating Leases		Finance Leases
2024 (remainder of year after March 31, 2024)	$	6,959	$	1,132
2025	10,014		1,487
2026	9,620		1,249
2027	8,370		1,185
2028	6,271		948
Thereafter	19,147		261
Total lease payments	60,381		6,262
Less: amount representing interest	(13,880)		(818)
Present value of lease liabilities	46,501		5,444
Less: current portion of lease liabilities	(6,715)		(1,205)
Long-term lease liabilities, net of current portion	$	39,786	$	4,239

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate (in percent)	(13.10%)	0.00%
Income tax expense	$ 2,894,000	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Supplemental Condensed Balance Sheet Information (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Receivables

Other receivables consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Rebates receivable	$	34,112	$	33,708
Other	687		566
Total other receivables	$	34,799	$	34,274

Schedule of Inventory

Inventory consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Intravenous drugs	$	33,972	$	32,388
Oral pharmaceuticals	10,316		12,181
Total inventories	$	44,288	$	44,569

Schedule of Property and Equipment, net

Property and equipment, net consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Leasehold improvements	$	33,985	$	32,490
Furniture, fixtures and equipment	2,750		2,607
Medical equipment	16,310		15,666
Computer equipment	3,395		3,285
Signs	176		153
Automobiles	110		59
Software	9,231		7,829
Construction-in-progress	1,847		2,985
Property and equipment, gross	67,804		65,074

Accumulated depreciation and amortization	(26,807)		(24,635)
Property and equipment, net	$	40,997	$	40,439

Schedule of Other Accrued Liabilities, Current

Accrued other consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Refund liability	$	12,879	$	15,078
Warrant liability	4,913		-
Excise taxes payable	2,700		2,700
Current portion of finance lease liabilities	1,205		1,189
Other	3,489		3,360
Total accrued other	$	25,186	$	22,327

Condensed Consolidated Statements of Cash Flows - Parenthetical - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Amortization of operating right-of-use assets

^[1]

$ 2,040

$ 2,224

Inventories

^[2]

281

4,854

Accounts payable

^[3]

61,675

5,316

Operating lease liabilities

^[4]

(2,042)

(1,777)

2,146

528

Inventories

(7,688)

4,610

Accounts payable

80,584

3,669

Operating lease liabilities

$ (2,381)

$ (797)

[1]	Includes related party amortization of operating right-of-use assets of $2,146 and $528 for the three months ended March 31, 2024 and 2023, respectively.
[2]	Includes changes in related party balances of ($7,688) and $4,610 for the three months ended March 31, 2024 and 2023, respectively.
[3]	Includes changes in related party balances of $80,584 and $3,669 for the three months ended March 31, 2024 and 2023, respectively.
[4]	Includes changes in related party balances of ($2,381) and ($797) for the three months ended March 31, 2024 and 2023, respectively.

Variable Interest Entities - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	May 31, 2023	Mar. 31, 2024	Jun. 30, 2023
AON Central
Variable Interest Entity [Line Items]
Ownership interest		20.00%
MIBA
Variable Interest Entity [Line Items]
Payments to acquire interest in subsidiary	$ 0.2		$ 0.2
Allocation of income to controlling and noncontrolling interests	56.00%
MIBA \| Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Allocation of income to controlling and noncontrolling interests			56.00%
Physician Owned \| AON Central
Variable Interest Entity [Line Items]
Ownership interest		80.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Business

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

American Oncology Network, Inc. (“AON”, “New AON”, “AON Inc.”, or the “Company”), through its subsidiary companies and variable interest entities (together, “its subsidiaries”), is an alliance of physicians and seasoned healthcare leaders who provide comprehensive oncology services across 32 oncology practices located in nineteen states (Arizona, Arkansas, Florida, Georgia, Iowa, Idaho, Indiana, Louisiana, Maryland, Missouri, Michigan, North Carolina, Nevada, Nebraska, Ohio, South Carolina, Texas, Virginia, Washington, and the District of Columbia). The Company also provides expertise in drug procurement and payor contracting, along with practice diversification through centralized laboratory and pathology services, as well as specialty pharmacy services, clinical research, radiation oncology, and imaging. During the three months ended March 31, 2024 and 2023, the Company entered into affiliation agreements with or acquired the following oncology practices.


Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
State						State
Maryland (a)
Texas (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.

The operations of the practices above have been included in the Company’s condensed consolidated financial statements.

Business Combination Agreements

Digital Transformation Opportunities Corp. (“DTOC”), American Oncology Network, LLC (“AON LLC”), GEF AON Holdings Corp. (“AON Class C Preferred Investor”), and DTOC Merger Sub, Inc., a direct, wholly owned subsidiary of DTOC (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of June 14, 2023 (which further amended and restated the Business Combination Agreement entered into by DTOC and AON as of October 5, 2022, and amended and restated on January 6, 2023, and April 27, 2023), pursuant to which, among other transactions, on September 20, 2023 (the “Closing Date”), DTOC and AON undertook a series of transactions (the “Business Combination” or “Reverse Recapitalization”) resulting in the organization of the combined post-business combination company as an umbrella partnership C corporation, in which substantially all of the assets and the business of the combined company are held by AON LLC, and DTOC became a member of AON LLC. In connection with the closing of the Business Combination (“the Closing”), DTOC changed its name to “American Oncology Network, Inc.”. The Business Combination was completed on September 20, 2023.

As a result of, and in connection with, the Closing, among other things, (i) AON LLC amended and restated its operating agreement (the “Amended and Restated AON LLC Agreement”) to reclassify its existing Class A units, Class A-1 units and Class B units into a single class of AON LLC common units (“AON LLC Common Units”) that can be exchanged on a one-to-one basis for shares of New AON Class A common stock (“New AON Class A Common Stock”) and its existing AON LLC Class C units into AON LLC Series A preferred units (AON LLC Series A Preferred Units”); (ii) AON LLC converted profit pool units of certain of AON LLC’s subsidiaries into an equal number of AON LLC Common Units and shares of New AON Class B common stock (“New AON Class B Common Stock”), which together are exchangeable into shares of New AON Class A Common Stock (together with the New AON Class B Common Stock, the “New AON Common Stock”); (iii) New AON amended and restated its charter (the “Charter”) to provide for (a) the conversion of all existing shares of DTOC Class B common stock into shares of New AON Class A Common Stock on a one-to-one basis, (b) amendment of the terms

of New AON Class B Common Stock to provide holders voting rights but no economic rights and (c) designation of a new series of New AON preferred stock as Series A convertible preferred stock (the “New AON Series A

Preferred Stock” or “Series A Preferred Stock") with such rights and preferences as provided for in the certificate of designation of the New Aon Series A Preferred Stock (the “New AON Series A Certificate of Designation”); and (iv) among other things, (a) AON LLC issued common units to New AON in exchange for a combination of cash

and shares of New AON Class B Common Stock and warrants to acquire shares of New AON Class B Common Stock (the “Class B Prefunded Warrants”), (b) New AON was admitted as a member of AON LLC, (c) AON LLC distributed shares of New AON Class B common stock or Class B Prefunded Warrants, as applicable, to AON LLC equity holders, (d) New AON reserved a specified number of additional shares of New AON Class A Common Stock after the Closing for issuance to eligible participants, (e) Merger Sub merged with and into the AON Class C Preferred Investor whereby the separate existence of Merger Sub ceased and New AON issued a number of shares of New AON Series A Preferred Stock equal to the number of AON LLC Series A preferred units held by the AON Class C Preferred Investor to AEA Growth Management LP, the parent of AON Class C Preferred Investor (“AEA Growth”) in exchange for all the shares of common stock held by AEA Growth in the AON Class C Preferred Investor (the “First Step”), (f) promptly after the First Step, the AON Class C Preferred Investor merged with and into New AON whereby the separate existence of the AON Class C Preferred Investor ceased and New AON held all the AON LLC Series A preferred units and (g) from and after the Closing (but subject to lock-up restrictions), the AON LLC common equity holders (other than New AON), referred to herein as “Legacy AON Shareholders” (former AON LLC Class A, Class A-1, and Class B unit holders), will have the right (but not the obligation) to exchange AON LLC Common Units together with an equal number of shares of New AON Class B Common Stock (whether held directly or indirectly through Class B Prefunded Warrants) for shares of New AON Class A Common Stock.

In addition, in connection with the Closing, DTOC completed the offer to the holders of AON LLC Class B-1 units to exchange their AON LLC Class B-1 units for such number of newly issued shares of New AON Class A Common Stock equal to the ratio set forth in the Business Combination Agreement (such offer, the “Exchange Offer”). DTOC and AON LLC solicited consents from the holders of AON LLC Class B-1 units to make certain amendments to the terms of the awards and the unit grant agreements pursuant to which the AON LLC Class B-1 units were granted, which provided for the automatic exchange, as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement, of all outstanding AON LLC Class B-1 units into shares of New AON Class A Common Stock (collectively, the “Proposed Amendments”). The requisite number of holders of Class B-1 units provided their consent to the Proposed Amendments, and as a result, in connection with the Closing, all AON LLC Class B-1 units were exchanged for an aggregate of 1,047,343 shares of New AON Class A Common Stock.

Upon the consummation of the Business Combination, the outstanding membership units in AON LLC and the outstanding shares in AON Inc. (New AON) are as follows:

•AON LLC Common Units held by the Legacy AON Shareholders - 28,109,796

•AON LLC Common Units held by New AON - 9,532,354

•AON LLC Series A Preferred Units held by New AON - 6,651,610

•Class A Common Stock held by the former AON LLC Class B-1 unit holders - 1,047,343

•Class A Common Stock held by the DTOC unredeemed shareholders - 147,511

•Class A Common Stock held by the DTOC Sponsor and their permitted transferees - 5,498,125(a)

•Class B Common Stock held by Legacy AON Shareholders - 25,109,551(b)

•New AON Series A Preferred Stock held by AEA Growth Management LP - 6,651,610

(a) Sponsor Earnout Shares of 2,839,375 are subject to vesting and forfeiture provisions and are not outstanding for GAAP purposes as of the Closing Date.

(b) Certain Legacy AON Shareholders hold 3,000,245 Class B Prefunded Warrants, which underlying shares of Class B common stock are not outstanding as of the Closing Date.

Warrants

As of the Closing Date, New AON assumed the outstanding warrants (Public Warrants and Private Placement Warrants) that were issued by DTOC as part of DTOC’s IPO. Further, New AON issued the Class B Prefunded Warrants to former Class A-1 unit holders, in lieu of New AON Class B Common Stock. The accounting treatment for the Public Warrants, the Private Placement Warrants, and the Class B Prefunded Warrants, collectively referred to as “the Warrants”, is disclosed in Note 2.

Public Warrants

As of the Closing Date, New AON assumed 8,337,500 public warrants (the “Public Warrants”) issued by DTOC in its IPO. Each whole warrant entitles the holder to purchase one share of New AON Class A Common Stock at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 12 months from the closing of the DTOC Initial Public Offering or 30 days after the completion of its initial business combination and will expire five years after the Closing of the Business Combination, or earlier upon redemption or liquidation.

Private Warrants

As of the Closing Date, New AON assumed 6,113,333 Private Placement Warrants held by the DTOC Sponsor (the “Private Placement Warrants” or “Private Warrants”). The Private Placement Warrants will be non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability, and exercise period.

Class B Prefunded Warrants

As of the Closing Date, New AON issued 3,000,245 of Class B Prefunded Warrants to former AON Class A-1 unitholders. Because the Class B Warrants are prefunded, there was not any cash consideration exchanged as part of the Class B Warrant issuance. Each Class B Prefunded Warrant entitles the holder to purchase one share of New AON Class B common stock at a price of $0.01 per share. The exercise term of the Class B Warrant shall continue indefinitely so long as the holder of the Class B Warrant is also the holder of an AON LLC Common Unit, provided that the number of shares of Common Stock that this Warrant is exercisable for shall not exceed the number of AON LLC Common Units held by holder.

Transaction Expenses

In connection with the Reverse Recapitalization, AON LLC and New AON incurred costs of $0.4 million and $1.9 million during the three months ended March 31, 2024 and 2023, respectively, which were reported as transaction expenses in the condensed consolidated statements of operations and comprehensive loss.

Equity - Schedule of Changes in Units (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Common Class A
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period \| $	$ 7,725
Issuance of Units \| $	0
Impact of the Reverse Recapitalization \| $	0
End of Period \| $	$ 7,725
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units) \| shares	19,495,376
Issuance of units (in units) \| shares	0
Impact of the Reverse Recapitalization (in units) \| shares	0
Ending balance (in units) \| shares	19,495,376
Common Class A-1
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period \| $	$ 28,500
Issuance of Units \| $	0
Impact of the Reverse Recapitalization \| $	0
End of Period \| $	$ 28,500
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units) \| shares	1,842,520
Issuance of units (in units) \| shares	0
Impact of the Reverse Recapitalization (in units) \| shares	0
Ending balance (in units) \| shares	1,842,520
Class B Common Stock
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period \| $	$ 80
Issuance of Units \| $	0
Impact of the Reverse Recapitalization \| $	0
End of Period \| $	$ 80
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units) \| shares	4,703,628
Issuance of units (in units) \| shares	0
Impact of the Reverse Recapitalization (in units) \| shares	0
Ending balance (in units) \| shares	4,703,628

Reverse Recapitalization (Tables)

3 Months Ended

Mar. 31, 2024

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The following table provides the historical cost of assets and liabilities of AON Inc. as of September 20, 2023.


	As of September 20, 2023
Cash and Cash Equivalents	$	1,493
Current Liabilities	(13,295)
Long Term Liabilities	(6,791)
Total Net Liabilities	$	(18,593)

Long-term Debt - Narrative (Details) - Line of Credit			1 Months Ended	3 Months Ended	12 Months Ended
Long-term Debt - Narrative (Details) - Line of Credit	Feb. 14, 2022 USD ($)	Apr. 30, 2021 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Aug. 15, 2022 USD ($)	Jul. 29, 2021 USD ($)
PNC Loan Facility
Debt Instrument [Line Items]
Proceeds from facility		$ 34,600,000
Maximum borrowing capacity	$ 125,000,000	65,000,000					$ 75,000,000
Pledged collateral		10,000,000
Quarterly collateral released		$ 2,500,000
Proceeds from lines of credit	16,300,000
Unamortized debt issuance costs			$ 400,000
PNC Loan Facility \| Debt Instrument, Threshold Limit, Period One
Debt Instrument [Line Items]
Minimum funding threshold (in percent)		0.65	0.65
PNC Loan Facility \| Debt Instrument, Threshold Limit, Period Two
Debt Instrument [Line Items]
Minimum funding threshold (in percent)		0.75
PNC Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Basis spread (in percent)		1.45%
Revolving Credit Facility \| PNC Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000,000	$ 5,000,000				$ 1,000,000
Bank fee (in percent)		1.65%
Unused line fee (in percent)		0.20%
Proceeds from lines of credit				$ 0	$ 0
Revolving Credit Facility \| PNC Line of Credit \| London Interbank Offered Rate (LIBOR) 1
Debt Instrument [Line Items]
Basis spread (in percent)		1.65%
Revolving Credit Facility \| PNC Line of Credit \| Alternate Base Rate
Debt Instrument [Line Items]
Basis spread (in percent)		0.65%
Revolving Credit Facility \| PNC Line of Credit \| Bloomberg Short-Term Bank Yield Index
Debt Instrument [Line Items]
Basis spread (in percent)	1.65%

Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total	$ 81,250	$ 81,250
Unamortized debt issuance costs	(394)	(609)
Total debt	80,856	80,641
PNC Loan Facility \| Line of Credit
Debt Instrument [Line Items]
Total	$ 81,250	$ 81,250

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Net Loss Per Share - Antidilutive Securities (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2024 shares
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	6,651,610
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	23,725,998
Class B Prefunded Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	3,000,245
Public and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	14,450,833
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	1,470,278

Business Combinations	3 Months Ended
Business Combinations	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations 2024 Acquisitions The Company did not have any ASC 805 acquisitions during the three months ended March 31, 2024. 2023 Acquisitions The Company did not have any ASC 805 acquisitions during the three months ended March 31, 2023.

Marketable Securities - Schedule of Marketable Securities Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	$ 74,944	$ 28,539
Gross Unrealized Gains	377	402
Gross Unrealized Losses	(7)	(9)
Estimated Fair Value	30,105	35,389
Cash and cash equivalents and available-for-sale securities, amortized cost	105,194	64,312
Cash and cash equivalents and marketable securities, aggregate fair value	105,564	64,705
Level 1
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	75,460	29,316
Cash and cash equivalents, estimated fair value	75,460	29,316
Level 1 \| Overnight Repurchase Agreements
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	73,938	28,593
Cash and cash equivalents, estimated fair value	73,938	28,593
Level 1 \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	529	723
Cash and cash equivalents, estimated fair value	529	723
Level 1 \| U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	993
Cash and cash equivalents, estimated fair value	993
Level 2
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost	29,734	34,996
Gross Unrealized Gains	377	402
Gross Unrealized Losses	(7)	(9)
Estimated Fair Value	30,104	35,389
Level 2 \| Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost	14,267	13,678
Gross Unrealized Gains	172	191
Gross Unrealized Losses	(3)	(9)
Estimated Fair Value	14,436	13,860
Level 2 \| U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost	15,467	21,318
Gross Unrealized Gains	205	211
Gross Unrealized Losses	(4)
Estimated Fair Value	$ 15,668	$ 21,529

Related Parties - Narrative (Details) $ in Thousands	3 Months Ended		12 Months Ended
Related Parties - Narrative (Details) $ in Thousands	Mar. 31, 2024 USD ($) office	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Notes receivable, amortization period (in months)	60 months
Incremental borrowing rate	7.09%		7.18%
Payments for operating leases	$ 2,799	$ 2,845
Cost of revenue	$ 354,948	278,534
Related Party
Related Party Transaction [Line Items]
Number of offices with operating lease \| office	13
Payments for operating leases	$ 700	700
Cost of revenue	310,877	178,166
Related Party \| Subsidiary Under Common Control of Class A-1 Member
Related Party Transaction [Line Items]
Cost of revenue	311,000	$ 243,000
Accounts payable	$ 183,000		$ 102,100
Related Party \| Cost of Goods and Service Benchmark \| Supplier Concentration Risk \| Subsidiary Under Common Control of Class A-1 Member
Related Party Transaction [Line Items]
Concentration risk (in percentage)	88.00%	87.00%
Related Party \| Accounts Payable \| Supplier Concentration Risk \| Subsidiary Under Common Control of Class A-1 Member
Related Party Transaction [Line Items]
Concentration risk (in percentage)	97.00%		97.00%

Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 28, 2024
Employee Stock \| 2023 Incentive Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized (in shares)	5,300,000
Percentage of outstanding stock maximum (in percent)	5.00%
Number of shares available for grant (in shares)	2,044,394
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	3,759,459	3,759,459
Stock compensation expense	$ 13.3
Unrecognized compensation expense	$ 8.2
Cost not yet recognized, period for recognition (in years)	1 year 8 months 12 days
Shares awarded upon vesting of RSUs (in shares)	1
Minimum \| Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	1 year
Maximum \| Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	2 years

Equity-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 28, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Outstanding, beginning period (in shares)	0	0
Granted (in shares)	3,759,459	3,759,459
Vested (in shares)	(2,289,181)
Forfeited (in shares)	0
Outstanding, ending period (in shares)	1,470,278
Weighted Average Grant Date Fair Value
Beginning Balance (usd per share)	$ 0	$ 0
Granted (usd per share)	5.73
Vested (usd per share)	5.80
Forfeited (usd per share)	0
Ending Balance (usd per share)	$ 5.67

Supplemental Condensed Balance Sheet Information - Schedule of Other Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Rebates receivable	$ 34,112	$ 33,708
Other	687	566
Other receivables	$ 34,799	$ 34,274

Related Parties (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Related Party Transactions


	As of March 31, 2024		As of December 31, 2023		Original Principal		Issue Date	Maturity Date
Notes receivable
Note 2	$	656	$	656	$	5,355	5/1/2019	4/30/2024
Note 3	-		17		491		6/1/2019	5/31/2024
Note 8	1,999		2,081		2,816		5/1/2020	5/1/2025
Total notes receivables	2,655		2,754
Less: Current portion of notes receivable	$	(2,498)	(1,604)
Notes receivable, less current portion	$	157	$	1,150

Marketable Securities

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

The following table summarizes the Company’s marketable securities financial assets that are measured at fair value on a recurring basis:


	As of March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	73,938	$	-	$	-	$	73,938
Money market funds	529		-		-		529
U.S. Treasury Bills	993		-		-		993
Level 1 total	$	75,460	$	—	$	—	$	75,460
Marketable securities
Level 2:
Corporate bonds	14,267		172		(3)		14,436
U.S. Treasury securities	15,467		205		(4)		15,668
Level 2 total	29,734		377		(7)		30,104
Total	$	105,194	$	377	$	(7)	$	105,564


	As of December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	28,593	$	-	$	-	$	28,593
Money market funds	$	723	$	-	$	-	$	723
Level 1 total	29,316		—		—		29,316
Marketable securities
Level 2:
Corporate bonds	13,678		191		(9)		13,860
U.S. Treasury securities	21,318		211				21,529
Level 2 total	34,996		402		(9)		35,389
Total	$	64,312	$	402	$	(9)	$	64,705

(1)Included in cash and cash equivalents in the consolidated balance sheets at March 31, 2024 and December 31, 2023.

(2)Cash equivalents as of March 31, 2024 included U.S. Treasury Bills with an initial maturity of 3 months or less and overnight repurchase agreements in which cash from the Company's main operating checking account is invested overnight in highly liquid, short-term investments sponsored by a large financial institution. The company had overnight repurchase agreements as of March 31, 2024 and December 31, 2023.

The Company uses quoted prices in active markets for identical assets to determine the fair value of its Level 1 investments. The fair value of the Company’s Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs.

The fair value of the Company’s marketable securities as of March 31, 2024, by remaining contractual maturities, were as follows:


	Corporate Bonds		U.S. Treasuries		Total
Due in one year or less	$	5,886	$	11,972	$	17,858
Due in one to five years	8,550		3,696		12,246
Total	$	14,436	$	15,668	$	30,104

Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Cash flows from operating activities

Net loss before noncontrolling interest

$ (24,961)

$ (1,486)

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization

2,506

2,207

Amortization of debt issuance costs

215

176

Provision for income taxes

2,894

Amortization of operating right-of-use assets

^[1]

2,040

2,224

Changes in fair value adjustments of warrants and derivative liabilities

(1,611)

Equity-based compensation

10,094

Equity in loss of affiliate

(49)

101

Gain on sale of property and equipment

393

Changes in operating assets and liabilities:

Patient accounts receivable, net

(3,149)

(16,711)

Inventories

^[2]

281

4,854

Prepaid expenses and other current assets

(752)

(342)

Other receivables

(525)

3,442

Other assets

(4,579)

(2,826)

Accounts payable

^[3]

61,675

5,316

Accrued compensation related costs

1,218

2,757

Accrued other

4,241

(296)

Operating lease liabilities

^[4]

(2,042)

(1,777)

Other long-term liabilities

(2,752)

2,032

Net cash provided by (used in) operating activities

45,137

(329)

Cash flows from investing activities

Purchases of property and equipment

(4,132)

(2,777)

Purchases of marketable securities

(7,069)

(1,442)

Proceeds from sales of marketable securities

12,624

1,423

Collections on notes receivable - related parties

153

Net cash provided by (used in) investing activities

1,522

(2,643)

Cash flows from financing activities

Repayments on finance lease liabilities

(157)

(105)

Repurchases of Class A Common Stock

(97)

Net cash used in financing activities

(254)

(105)

Net increase (decrease) in cash and cash equivalents

46,405

(3,077)

Beginning of period

28,539

26,926

End of period

74,944

23,849

Supplemental noncash investing and financing activities

Promissory note issued in connection with acquisition

1,420

Contribution from noncontrolling interest

(380)

Right-of-use assets and lease liabilities removed in termination of lease

1,023

Changes in accounts payable for capital additions to property and equipment

$ (1,055)

$ 0

[1]	Includes related party amortization of operating right-of-use assets of $2,146 and $528 for the three months ended March 31, 2024 and 2023, respectively.
[2]	Includes changes in related party balances of ($7,688) and $4,610 for the three months ended March 31, 2024 and 2023, respectively.
[3]	Includes changes in related party balances of $80,584 and $3,669 for the three months ended March 31, 2024 and 2023, respectively.
[4]	Includes changes in related party balances of ($2,381) and ($797) for the three months ended March 31, 2024 and 2023, respectively.

Related Parties - Notes Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	May 01, 2020	Jun. 01, 2019	May 01, 2019
Related Party Transaction [Line Items]
Total notes receivables	$ 2,655	$ 2,754
Less: Current portion of notes receivable	(2,498)	(1,604)
Notes receivable - related parties	157	1,150
Note 2
Related Party Transaction [Line Items]
Total notes receivables	656	656
Original Principal					$ 5,355
Note 3
Related Party Transaction [Line Items]
Total notes receivables	0	17
Original Principal				$ 491
Note 8
Related Party Transaction [Line Items]
Total notes receivables	$ 1,999	$ 2,081
Original Principal			$ 2,816

Supplemental Condensed Balance Sheet Information

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Condensed Balance Sheet Information

Other receivables

Other receivables consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Rebates receivable	$	34,112	$	33,708
Other	687		566
Total other receivables	$	34,799	$	34,274

Inventory

Inventory consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Intravenous drugs	$	33,972	$	32,388
Oral pharmaceuticals	10,316		12,181
Total inventories	$	44,288	$	44,569

Property and Equipment, net

Property and equipment, net consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Leasehold improvements	$	33,985	$	32,490
Furniture, fixtures and equipment	2,750		2,607
Medical equipment	16,310		15,666
Computer equipment	3,395		3,285
Signs	176		153
Automobiles	110		59
Software	9,231		7,829
Construction-in-progress	1,847		2,985
Property and equipment, gross	67,804		65,074

Accumulated depreciation and amortization	(26,807)		(24,635)
Property and equipment, net	$	40,997	$	40,439

Accrued Other

Accrued other consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Refund liability	$	12,879	$	15,078
Warrant liability	4,913		-
Excise taxes payable	2,700		2,700
Current portion of finance lease liabilities	1,205		1,189
Other	3,489		3,360
Total accrued other	$	25,186	$	22,327

Net Loss Per Share - Calculation Of Earnings Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss attributable to Class A Common Stockholders for basic earnings per share	$ (7,841,000)	$ 0
Net loss attributable to Class A Common Stockholders for diluted earnings per share	(7,841,000)	$ 0
Undistributed net earnings, basic	$ (9,201,180)
Weighted average shares for basic earnings per share (in shares)	7,527,882	0
Basic loss per share of Class A Common Stock (in dollars per share)	$ (1.22)	$ 0
Diluted loss per share of Class A Common Stock (in dollars per share)	$ (1.22)	$ 0
Series A Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Series A Preferred Cumulative Dividends	$ (1,360,180)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Unit

Net loss for diluted loss per share is adjusted for the Company’s share of AON LLC’s consolidated net loss, net of AON Inc. taxes, after giving effect to Class B Common Stock and Class B Prefunded Warrants that are exchanged into potential shares of Class A Common Stock, Public and Private Warrants that are liability classified, and Series A Preferred Stock that accrue dividends, to the extent it is dilutive.


Net loss attributable to Class A Common Stockholders for basic and diluted earnings per share	$	(7,841,000)
Series A Preferred Cumulative Dividends	(1,360,180)
Undistributed loss for basic earnings per share	$	(9,201,180)
Weighted-average shares for basic earnings per share	7,527,882
Basic and Diluted loss per share of Class A Common Stock	$	(1.22)

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share for the period presented as they were anti-dilutive. Note that the Sponsor Earnouts are excluded from the calculation of weighted-average shares for diluted loss per share as the contingency had not been met as of the period end.


Series A Preferred Stock			6,651,610
Class B Common Stock			23,725,998
Class B Prefunded Warrants			3,000,245
Public and Private Warrants			14,450,833
Restricted Stock Units			1,470,278

Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Management believes the unaudited condensed consolidated financial statements for the interim periods presented contain all necessary adjustments, of a normal recurring nature, to state fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements were prepared on the same basis as and should be read in conjunction with such audited consolidated financial statements and related notes thereto of AON Inc. and its wholly-owned subsidiaries, included in the Annual Report on Form 10-K, dated and filed on March 28, 2024 with the SEC (the “Annual Report 2023"). Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results the Company expects for the entire year.

For the three months ended March 31, 2024, these unaudited condensed consolidated financial statements reflect the consolidated results of operations, comprehensive loss, cash flows and changes in equity of AON Inc. and its wholly-owned subsidiaries. The condensed consolidated balance sheet at March 31, 2024 presents the financial condition of AON Inc. and its consolidated subsidiaries.

For the three months ended March 31, 2023, these unaudited condensed consolidated financial statements present the consolidated results of operations, comprehensive loss, cash flows and changes in equity of AON LLC. The condensed consolidated balance sheet as of December 31, 2023 presents the financial condition of AON Inc. and its consolidated subsidiaries after the Reverse Recapitalization. All intercompany balances and transactions of AON LLC have been eliminated.

In accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the historical equity of AON LLC has been recasted in all periods up to the Closing Date, to reflect the number of shares of New AON’s Class A Common Stock and Class B Common Stock issued to Legacy AON Shareholders in connection with the Reverse Recapitalization. The Company recasted the units outstanding related to the historical AON LLC Class A, Class A-1, and Class B units prior to the Reverse Recapitalization (“Historical AON LLC Equity”) as common equity of New AON, equal to the Per Company Class Unit Exchange Ratio, pursuant to the Business Combination Agreement.

The Per Company Unit Exchange Ratio at which AON LLC Class A units and Class A-1 units were reclassified is equal to 2,524 AON Common Units. The Per Company Unit Exchange Ratio at which AON LLC Class B units were reclassified varied depending on participation threshold, and is equal to 2,524, 2,453, or 1,976, AON Common Units. The Per Company Unit Exchange Ratio at which Class C units were reclassified is equal to 2,705 AON LLC Series A Preferred Units.

The condensed consolidated financial statements and related notes thereto give effect to the conversion for all periods presented, without any change to par value or per unit amounts. The condensed consolidated financial statements do not necessarily represent the capital structure of New AON had the Reverse Recapitalization occurred in prior periods. The Company has not made retroactive adjustments related to the historical book values of Historical AON LLC Equity as the adjustments were considered immaterial.

For the three months ended March 31, 2024, $7.8 million of the consolidated net loss of AON LLC were attributable to the Class A Common Stockholders, and reflects the Class A Common Stockholders’ absorption of 23.0% of the consolidated net loss of AON LLC. For the three months ended March 31, 2024, $17.2 million of the consolidated net losses of AON LLC were attributable to noncontrolling interest, and reflects the Legacy AON Stockholders’ absorption of 77.0% of the consolidated net losses of AON LLC.

For the three months ended March 31, 2023, $1.5 million of the consolidated net losses of AON LLC were attributable to the Legacy AON Stockholders, to reflect their absorption of 100% of the consolidated net losses of AON LLC pertaining to the days prior to the Reverse Recapitalization.

Principles of Consolidation

For the period of January 1, 2024 through March 31, 2024, the condensed consolidated financial statements include the accounts of the Company, American Oncology Network, LLC (“AON LLC”), and its wholly owned subsidiary American Oncology Management Company, LLC (“AOMC”), and its consolidated variable interest entities (“VIEs”) American Oncology Partners, P.A. (“AON Partners”), American Oncology Partners of Maryland, P.A. (“Partners of Maryland”), AON Central Services, LLC (“AON Central Services”), and Meaningful Insights Biotech Analytics, LLC (“MIBA”). All intercompany accounts and transactions between the entities have been eliminated in consolidation.

The accounting treatment of the Business Combination was a Reverse Recapitalization.

For the periods prior to the Reverse Recapitalization, the consolidated financial statements of the Company comprise the accounts of AON LLC and its wholly-owned subsidiaries. All intercompany accounts and transactions among AON LLC and its consolidated subsidiaries were eliminated.

The Company accounts for American Oncology Network, LLC, AON Partners, Partners of Maryland, AON Central Services, and MIBA in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidations. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a VIE. A VIE is broadly defined as an entity that has any of the following three characteristics: (i) the equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (ii) substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights; or (iii) the equity investors as a group lack any of the following, the power through voting or similar rights to direct the activities of the entity that most significantly impact the entity’s economic performance, the obligation to absorb the expected losses of the entity, or the right to receive the expected residual returns of the entity. The Company consolidates a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively, if any.

AON LLC has contractual relationships with AON Partners, Partners of Maryland and AON Central Services and the physician owners through management service agreements (“MSAs”) and other contractual agreements to provide all practice management services outside of medical services provided by the physicians. In addition, despite not being required by the contractual relationships, AON LLC regularly provides funding to support AON Partners and Partners of Maryland’s operations and acquisitions of physician practices. AON Central Services was formed July 15, 2022 and, effective January 1, 2023, entered into an agreement with AOMC to provide qualified non-clinical and non-medical employees to AOMC to support the operation of the physician practices. MIBA was established during the first quarter of 2023 for the purpose of developing intellectual property to synergize the collection, de-identification, and dissemination of the Company’s patient data for sale to external parties for research, development, and clinical decisions. In May 2023, the Company contributed $0.2 million for a 56% interest in the equity of MIBA. As of March 31, 2024, MIBA had no significant operating activity. The Company concluded that AON LLC had a controlling financial interest in MIBA and has consolidated the entity at March 31, 2024 and recorded the noncontrolling interest in equity.

The Company has concluded that AON Partners, Partners of Maryland, AON Central Services, and MIBA are all VIEs in which AON LLC has the characteristics of a controlling financial interest and is deemed to be the primary beneficiary. The variable interest subjects AON LLC to all potential losses in the entities and, therefore, requires AON LLC, and in turn AON Inc., to consolidate the results of AON Partners, Partners of Maryland, AON Central Services, and MIBA in its condensed consolidated financial statements.

Refer to Note 4 for further information on the VIEs.

Significant Accounting Policies

The accounting policies included below should be read in conjunction with the annual consolidated financial statements.

Accounting Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (the “CODM”). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. The Company has one operating segment and one reportable segment that are structured around the organizational management of oncology practice operations. All revenue and assets are in the United States.

Revenue Recognition

Revenue is recognized under Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (“Topic 606”). The Company determines the transaction price based upon standard charges for goods and services with anticipated consideration due from patients, third-party payors (including health insurers and government agencies) and others. The Company’s revenue is primarily derived from patient service revenues, which encompass oncology services provided during patient visits and shipments of pharmacy prescriptions. Performance obligations for the Company’s services provided to patients and most procedures, are satisfied over the time of visit which is the same day services are performed. Performance obligations relating to pharmacy revenue are considered fully satisfied at a point in time upon the customer receiving delivery of the prescription. Accordingly, the Company does not anticipate a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods, and any such revenue recognized during the three month periods ended March 31, 2024 and 2023 was immaterial. Additionally, the Company does not expect to recognize material revenue in the future related to performance obligations that are unsatisfied (or partially satisfied) as of March 31, 2024 and December 31, 2023. Approximately $246.1 million and $214.3 million and of the Company’s revenues are generated from services performed during patient visits with the remainder primarily generated from shipments of pharmacy prescriptions for the three month periods ended March 31, 2024 and 2023, respectively.

As services are performed and prescriptions are shipped, timely billing occurs for services rendered and prescriptions shipped less discounts provided to uninsured patients and contractual adjustments to third-party payors based upon prospectively determined rates and discounted charges. Payment is requested at the time of service for self-paying patients and for patients covered by third-party payors that are responsible for paying deductibles and coinsurance.

The Company monitors revenue and receivables to prepare estimated contractual allowances for the anticipated differences between billed and reimbursed amounts. Payments from third-party payors and Government programs including Medicare and Medicaid may be subject to audit and other retrospective adjustments. Such amounts are considered on an estimated basis when net patient revenue is recorded and are adjusted as final adjustments are determined. For the three month periods ended March 31, 2024 and 2023, such resulting historic adjustments have been immaterial to the condensed consolidated financial statements.

In assessing who is the principal in providing patient services and pharmacy prescriptions, the Company considered who controls the provision of services and prescriptions. The Company has determined they are acting as a principal in these relationships.

In April 2022, the Company entered into a long-term arrangement to sponsor and manage a clinical trial. The Company subsequently contracted with a third-party to provide the clinical research services and is the principal in this arrangement. The performance of clinical research services are considered a single performance obligation because the Company provides a highly-integrated service. Revenue is recognized for the single performance obligation over time due to the Company’s right to payment for work performed to date. The contract provides for invoices based on predetermined milestones.

The Company uses the cost-to-cost measure of progress for the Company’s contract because it best depicts the transfer of control to the customer as the performance obligation is fulfilled. For this method, the Company

compares the contract costs incurred to date to the estimated total contract costs through completion. As part of the client proposal and contract negotiation process, the Company develops a detailed project budget for the direct costs and reimbursable costs based on the scope of the work, the complexity of the study, the geographical location involved and the Company’s historical experience. The estimated total contract costs at the project level are reviewed and revised periodically throughout the life of the contract, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are identified. Contract costs consist primarily of direct labor and other reimbursable project-related costs such as travel, third-party vendor costs and investigator fees. The Company establishes pricing based on the Company’s internal pricing guidelines, discount agreements, if any, and negotiations with the client. The transaction price is the contractually defined amount. Revenue related to the clinical trial, which is included within other revenue, was $0.5 million and $0 million for the three months ended March 31, 2024 and 2023, respectively.

The Company has a system and estimation process for recording Medicare net patient service revenue and estimated recoupments as it relates to value-based care (“VBC”) revenue included in patient service revenue in the condensed consolidated statements of operations and comprehensive loss. The Company’s VBC revenue is primarily generated through its participation in the CMS Oncology Care Model (“OCM”) which is an episode-based payment model to promote high-quality cancer care. Participants enter six-month episode periods, and the Company bills a monthly fee during the six-month period based on a fixed rate per participant per month and the total number of participants. Certain quality and compliance metrics are tracked as part of the program and submitted to CMS at the end of the episode period which may result in recoupment of funds. The Company estimates the recoupment amount by developing a recoupment percentage for each period based on historical known recoupment from CMS and applies the recoupment percentage against total fees for the period. Based on the estimate, the Company accrues a liability representing the expected final recoupments based on historical settlement trends.

Short-term Marketable Securities

Investments in marketable securities consist of corporate bonds and U.S. Treasury securities.

Management determines the appropriate classification of investments at the time of purchase and reevaluates such determination at each balance sheet date. Marketable securities are classified as available-for-sale and are carried at fair value in the consolidated balance sheets. The marketable securities are classified as short-term based on management’s intent to convert such securities within one year and the ability to convert them within two to three days.

Certain of our available-for-sale securities are debt securities. For an available-for-sale debt security with an amortized cost that exceeds its fair value, the Company first determines if it intends to sell or will more-likely-than-not be required to sell the security before the expected recovery of its amortized cost. If it intends to sell or will more-likely-than-not be required to sell the security, then the Company recognizes the impairment as a credit loss in the condensed consolidated statements of operations and comprehensive loss by writing down the security’s amortized cost to its fair value. If it does not intend to sell or it is not more-likely-than-not that it will be required to sell the security before the expected recovery of its amortized cost, the Company recognizes the portion of the impairment that is due to a credit loss, if any, in the condensed consolidated statements of operations and comprehensive loss through an allowance. The portion of the impairment that is due to factors other than a credit loss is recognized in other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive loss as an unrealized loss.

Equity Investment in Affiliate

In January 2023, the Company contributed noncash consideration, with a fair value of approximately $2.3 million, in return for a 49% equity interest in OCP Management Arizona, LLP. Investments in entities over which the Company has the ability to exercise significant influence but does not control the entity are accounted for using the equity method. Equity method investments are included with other assets in the condensed consolidated balance sheets. The carrying amount of the investment is adjusted to reflect the Company’s proportionate share of the net earnings or losses and reduced by any dividends received. The Company’s share of income or loss related to this investment is reported as an equity in loss of affiliate in the condensed consolidated statements of operations and comprehensive loss.

Noncontrolling Interests

The Company consolidates the results of entities in which it has a controlling financial interest. Refer to Note 15 for additional considerations and presentation for noncontrolling interest.

Mezzanine Equity

New AON Series A Preferred Stock is redeemable for cash or the value of the property, rights or securities to be paid or distributed in the event of a Deemed Liquidation Event (which is outside of the Company’s control). As a result, Management has determined that the New AON Series A Preferred Stock should be classified as mezzanine equity. As of March 31, 2024, the Preferred Stock are recorded at their initial carrying value, net of offering costs of $0.8 million. The Series A Preferred Stock are not being accreted to redemption value, as the redemption is not probable. The Series A Preferred Stock are classified outside of members’ equity on the consolidated balance sheets. Refer to Note 14 for mezzanine equity presentation considerations for redeemable noncontrolling interest.

Treasury Stock

We account for treasury stock purchased under the cost method and include treasury stock as a component of

accumulated paid in capital. Treasury stock purchased with intent to retire (whether or not the retirement is actually accomplished) is charged to common stock. The company repurchased 14,729 shares of class A common stock at the spot rate as of each transaction date for a total cost of less than $0.1 million for the year ended December 31, 2023. For the three months ended March 31, 2024 the Company repurchased an additional 16,441 shares of class A common stock at the spot rate as of each transaction date for a total cost of less than $0.1 million. To date, the Company has repurchased a total of 31,170 shares.

Equity-Based Compensation

The Company issues stock-based awards to employees and directors in the form of stock options and restricted stock units. The Company measures and recognizes compensation expense for its stock-based awards granted to its employees and directors based on the estimated grant date fair value in accordance with ASC 718, Compensation-Stock Compensation, and determines the fair value of restricted stock units based on the fair value of its common stock. The Company measures all share-based options granted to employees and directors based on the fair value on the date of grant using the Black-Scholes option-pricing model. Compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company records the expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Business Combinations

The Company evaluates acquired practices in accordance with ASU 2017-01, Business Combinations (Topic 805)-Clarifying the Definition of a Business. This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Because substantially all of the value of each acquired practice did not relate to a similar group of assets and as each acquired practice contained both inputs and processes necessary to provide economic benefits to the Company, it was determined that each acquisition represents a business combination. Therefore, the transactions have been accounted for using the acquisition method of accounting, which requires, with limited exceptions, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Any excess of the consideration transferred over the estimated fair values of the net assets acquired is recorded as goodwill. Transaction costs related to business combinations are expensed in the period in which they are incurred.

Offering Costs

The Company defers specific incremental costs directly attributable to proposed offerings of securities. These costs consist of legal, accounting, and other similar expenses incurred through the balance sheet date that are directly related to a potential offering. If the offering is completed, these costs will be charged against the gross proceeds of the offering. These offering costs will be allocated to the separable financial instruments issued in the transaction on a relative fair value basis of the securities issued, compared to total proceeds received. Offering costs associated

with any instruments classified as liabilities will be expensed as incurred, presented as non-operating expenses in the condensed consolidated statement of operations and comprehensive loss.

Professional Liability

The Company maintains insurance policies for exposure to professional malpractice insurance risk. The limits of malpractice insurance provide each physician/advanced practice provider with a dedicated $1.0 million limit per claim and a $3.0 million limit in the aggregate per policy period – on a first dollar basis, as no deductible applies. The policy further then extends coverage to the Company, by providing a $2.0 million limit per claim and a $4.0 million limit in the aggregate per policy period - on a first dollar basis, additionally, as no deductible applies. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with a third-party actuary. The actuarial valuations consider a number of factors, including historical claims payment patterns, changes in case reserves and the assumed rate of increase in healthcare costs. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, due to the sensitive nature of this estimation technique, recorded reserves could differ from ultimate costs related to these claims due to changes in claims reporting, claims payment and settlement practices and differences in assumed future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next twelve months are classified as current liabilities and included in accrued other. All other accrued unpaid claims and expenses are classified as long-term liabilities and included in other long-term liabilities. Insurance recoveries associated with the unpaid claims are classified as long-term assets included in other assets.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

Accounting guidance establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:


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.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy.

Our financial instruments include cash, short-term marketable securities, accounts receivable, notes receivable, accounts payable, accrued expenses, long-term debt and contractual agreements that resulted in derivative liabilities. Our nonfinancial assets such as property and equipment are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist.

The carrying amounts of cash, accounts receivable, accounts payable, notes receivable, and accrued expenses approximate their fair value because of the short-term maturity and highly liquid nature of these instruments. We

determine the fair value of long-term debt and marketable securities based on various factors including maturity schedules and current market rates.

See Note 6 for a discussion of the Company’s Level 1 and Level 2 Marketable Securities as of March 31, 2024. See below for a discussion of the Company’s Level 1 and Level 3 warrant liabilities as of March 31, 2024. As of March 31, 2024 and December 31, 2023, there were no Level 3 financial instruments. There were no transfers between any levels of the hierarchy during any periods presented.

Warrant Liabilities

Upon Closing of the Business Combination, on September 20, 2023, the Company evaluated the Public Warrants and Private Placement Warrants and the Class B Prefunded Warrants, collectively referred to herein as “Warrants”, in accordance with ASC 815-40, “Derivatives and Hedging —- Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreements related to potential net cash settlement of the warrants upon an exchange or tender offer that may not result in a change in control of the entity precludes the warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as current liabilities within accrued other on the condensed consolidated balance sheets and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss in the period of change.

As of March 31, 2024, the Public Warrants were trading separately from the Class A Common Stock and the quoted market price was used to establish fair value. As such, the Public Warrants fair value was determined using a Level 1 input. The fair value of the Public Warrants as of March 31, 2024 is $2.8 million and recorded in other long-term liabilities on the condensed consolidated balance sheets.

Management has utilized the public warrant price to value the private warrants and believes the public and private warrants have materially consistent fair values given the existence of the make-whole redemption feature. As of March 31, 2024, a valuation of the private warrants was performed which confirmed the private warrant value was materially consistent with the public warrants. The details of this valuation are included in the paragraph below.

The fair value of the Private Placement warrants was determined using Level 3 inputs. As of March 31, 2024, the fair value of the Private Placement Warrants was estimated to be $2.1 million and recorded in other long-term liabilities on the condensed consolidated balance sheets. The fair value was estimated at March 31, 2024, using the Black-Scholes Option Pricing model using the following assumptions:

Expected annual dividend yield – 0.0%

Expected volatility – 26.40%

Risk-free rate of return – 4.31%

Expected Option Term – 5.0 years

The AON Class B Prefunded Warrants are exercisable into one share of New AON Class B Common Stock. A share of New AON Class B Common Stock, together with an AON LLC Common Unit, may be exchanged for one share of New AON Class A Common Stock. Considering New AON Class B Common Stock has no economic rights and limited liquidity or value if the holder does not also possess an AON LLC Common Unit, and because the AON Class B Prefunded Warrants are exercisable into New AON Class B Common Stock, the Company has estimated fair value of the Class B Prefunded Warrants to be immaterial.

Earnings Per Share

The Company recast Historical AON LLC Equity as AON Inc. common equity for all periods prior to the Reverse Recapitalization, refer to Note 2. However, as 100% of the net losses of AON LLC prior to the Reverse Recapitalization were absorbed by the Legacy AON Shareholders, basic and diluted earnings (loss) per share is zero for the three months ended March 31, 2023. Basic and diluted earnings (loss) per share for the three months ended March 31, 2024 represents the period where the Company had earnings (loss) attributable to Class A Common Stockholders. Class B Common Stock does not have economic rights in AON Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented.

The Company has issued and outstanding Sponsor Earnouts, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC Topic 260, “Earnings Per Share,” the Sponsor Earnouts are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Sponsor Earnouts will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds are met and they are no longer subject to forfeiture.

Basic and diluted earnings (loss) per share is computed by use of the two-class method as a result of outstanding Series A Preferred Stock, which accrue dividends at the annual rate of 8% of the original price per share, participate with common stock on all other dividends, and accordingly have participation rights in undistributed earnings as if all such earnings had been distributed during the period (see Note 12). Under such method income available to common shareholders is computed by deducting both dividends declared or, if not declared, accumulated on Series A Preferred Stock from net income. Loss attributable to common shareholders is computed by increasing net loss by such dividends. Since the participating Series A Preferred Stock has no contractual obligation to share in the losses of the Company, there is no loss allocation between Class A Common Stock and Series A Preferred Stock.

Basic earnings (loss) per share is based on the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the weighted-average number of shares of Class A Common Stock used for the basic earnings (loss) per share calculation, adjusted for the dilutive effect of the Public and Private Warrants and Sponsor Earnout, if any, using the “treasury stock” method and the convertible Series A Preferred Stock and, exchangeable Class B Common Stock and Class B Prefunded Warrants, if any, using the “if-converted” method. Net earnings (loss) for diluted loss per share is adjusted for the Company’s share of AON LLC’s consolidated net earnings (loss), net of AON Inc. taxes, after giving effect to the Class B Common Stock and Class B Prefunded Warrants that are exchanged into potential shares of Class A Common Stock, Public and Private Warrants that are liability classified, and Series A Preferred Stock, to the extent it is dilutive.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments-Credit Losses’’ (“ASU 2016- 13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for the Company for annual reporting periods beginning after December 15, 2022. ASU 2016-13 was adopted by the Company effective January 1, 2023, with no material impact on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which provides that an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2023, with early adoption permitted. The adoption of this standard as of January 1, 2024, did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the chief operating decision maker when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280, “Segment Reporting,” to be included in interim periods. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and retrospective application is required for all

periods presented. The Company is evaluating the impact this will have on the Company's consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this upgrade enhance the transparency and decision usefulness of income tax disclosures. This ASU requires disclosures of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the effect that ASU 2023-09 will have on its disclosures.

Reverse Recapitalization - Schedule of Historical Cost (Details)	Sep. 20, 2023 USD ($)
Reverse Recapitalization [Abstract]
Cash and cash equivalents	$ 1,493,000
Current Liabilities	(13,295,000)
Long Term Liabilities	(6,791,000)
Total Net Liabilities	$ (18,593,000)

Supplemental Condensed Balance Sheet Information - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory [Line Items]
Inventories	$ 44,288	$ 44,569
Intravenous drugs
Inventory [Line Items]
Inventories	33,972	32,388
Oral pharmaceuticals
Inventory [Line Items]
Inventories	$ 10,316	$ 12,181

Business (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Affiliation Agreements

During the three months ended March 31, 2024 and 2023, the Company entered into affiliation agreements with or acquired the following oncology practices.


Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
State						State
Maryland (a)
Texas (a)

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock and represents the period from January 1, 2024 to March 31, 2024, the period where the Company had Class A and Class B common stock outstanding. Class B Common Stock does not have economic rights in AON Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Series A Preferred Stock are considered participating securities for basic and diluted loss per share, but do not participate in losses. As such, basic and diluted loss per share is computed using the two-class method. For additional information, see Notes 1 and 2.

Basic loss per share is based on the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the weighted-average number of shares of Class A Common Stock used for the basic loss per share calculation, adjusted for the dilutive effect of Public and Private Warrants, Restricted Stock Units, and Sponsor Earnouts, if any, using the “treasury stock” method and the convertible Series A Preferred Stock, Class B Common Stock, and Class B Prefunded Warrants, if any, using the “if-converted” method. Net loss for diluted loss per share is adjusted for the Company’s share of AON LLC’s consolidated net loss, net of AON Inc. taxes, after giving effect to Class B Common Stock and Class B Prefunded Warrants that are exchanged into potential shares of Class A Common Stock, Public and Private Warrants that are liability classified, and Series A Preferred Stock that accrue dividends, to the extent it is dilutive.


Net loss attributable to Class A Common Stockholders for basic and diluted earnings per share	$	(7,841,000)
Series A Preferred Cumulative Dividends	(1,360,180)
Undistributed loss for basic earnings per share	$	(9,201,180)
Weighted-average shares for basic earnings per share	7,527,882
Basic and Diluted loss per share of Class A Common Stock	$	(1.22)


Series A Preferred Stock			6,651,610
Class B Common Stock			23,725,998
Class B Prefunded Warrants			3,000,245
Public and Private Warrants			14,450,833
Restricted Stock Units			1,470,278

Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Reverse Recapitalization, Changes in Units

The following table summarizes the changes to AON LLC’s Class A, Class A-1, and Class B Units for the three months ended March 31, 2023.


in thousands, except for share and per share amounts	Three Months Ended March 31, 2023
Class A Units, value
Beginning of Period	$	7,725
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	$	7,725

Class A Units, units
Beginning of Period	19,495,376
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	19,495,376

Class A-1 Units, value
Beginning of Period	$	28,500
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	$	28,500

Class A-1 Units, units
Beginning of Period	1,842,520
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	1,842,520

Class B Units, value
Beginning of Period	$	80
Equity based compensation	—
Impact of the Reverse Recapitalization	—
End of Period	$	80

Class B Units, units
Beginning of Period	4,703,628
Units Vested	—
Impact of the Reverse Recapitalization	—
End of Period	4,703,628

Variable Interest Entities

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

AOMC is a wholly owned subsidiary of AON LLC and neither AOMC nor AON LLC has ownership interest in AON Partners and Partners of Maryland. Both AON Partners and Partners of Maryland are fully owned by physicians. AON LLC operates its physician practices through the MSAs and other contractual agreements between AOMC, AON Partners, and Partners of Maryland. The responsibilities of AOMC include, but are not limited to, negotiating provider and payor contracts, employment and compensation decisions, billing and collections, furnishing all supplies and equipment necessary for the respective practice’s operations as well as, necessary real estate, contracting on behalf of AON Partners and Partners of Maryland, entering into leases, holding a power of attorney to perform the above activities, preparing, maintaining and administering all accounting records (including financial reporting), expense payment, and maintenance of all information systems/software. AON LLC is paid a management fee to compensate AOMC for the services provided. AON Central Services is 80% physician owned and 20% owned by AON LLC. AOMC entered into an agreement with AON Central Services, effective January 1, 2023, to provide qualified non-clinical and non-medical employees to AOMC to support the operation of the physician practices. AOMC pays a monthly management fee to AON Central Services equal to the aggregate cost of compensation, benefits and all other costs related to these employees. AON LLC invested $0.2 million in MIBA, a newly formed LLC, during the second quarter of 2023 in exchange for 56% equity ownership. The Company evaluated AON LLC’s relationship with MIBA under the VIE model and determined it was a VIE and the Company is the primary beneficiary based on its financial controlling interest.

Based on various quantitative and qualitative factors, including assessment of certain services performed and relationships held above, management has determined that AON Partners, Partners of Maryland, AON Central Services, and MIBA are all variable interest entities and AOMC is the primary beneficiary who holds the decision-making rights over the activities that most significantly impact the economic performance of AON Partners, Partners of Maryland, AON Central Services, and MIBA through the MSAs and other contractual agreements. Accordingly, the results of AON Partners, Partners of Maryland, AON Central Services, and MIBA have been consolidated with the Company for the three month period ended March 31, 2024. The results of AON Partners, Partners of Maryland, and AON Central Services have been consolidated with the Company for the three month period ended March 31, 2023.

The assets of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of March 31, 2024 and December 31, 2023, are as follows:


	As of March 31, 2024		As of December 31, 2023
Assets
Cash and cash equivalents	$	75,796	$	26,574
Accounts receivable	132,300		129,151
Inventories	44,288		44,569
Prepaid expenses and other current assets	1,157		895
Goodwill and intangibles, net	180		180
Other receivables	34,297		33,809
Other assets	7,880		2,091
Total assets	$	295,898	$	237,269

The liabilities of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of March 31, 2024 and December 31, 2023, are as follows:


	As of March 31, 2024		As of December 31, 2023
Liabilities
Accounts payable	$	184,314	$	122,324
Accrued compensation and benefits	25,713		21,380
Accrued other	14,972		16,723
Other long-term liabilities	1,078		273
Due to AON LLC and subsidiaries, net	107,144		117,194
Total liabilities	$	333,221	$	277,894

All intercompany transactions and balances with the VIEs are eliminated in consolidation.

Marketable Securities - Remaining Contractual Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Total	$ 30,105	$ 35,389
Level 2
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Due in one year or less	17,858
Due in one to five years	12,246
Total	30,104	35,389
Corporate bonds \| Level 2
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Due in one year or less	5,886
Due in one to five years	8,550
Total	14,436	13,860
U.S. Treasury securities \| Level 2
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Due in one year or less	11,972
Due in one to five years	3,696
Total	$ 15,668	$ 21,529

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue
Total revenue	$ 364,339,000	$ 303,731,000
Costs and expenses
Cost of revenue	354,948,000	278,534,000
General and administrative expenses	28,277,000	23,717,000
Transaction expenses	352,000	1,971,000
Total costs and expenses	383,577,000	304,222,000
Loss from operations	(19,238,000)	(491,000)
Other income (expense)
Interest expense	(1,763,000)	(1,417,000)
Interest income	793,000	57,000
Other (expense) income, net	(1,908,000)	466,000
Loss before income taxes, equity loss in affiliate, and noncontrolling interest	(22,116,000)	(1,385,000)
Income tax expense	2,894,000	0
Loss before equity loss in affiliate and noncontrolling interest	(25,010,000)	(1,385,000)
Equity in loss of affiliate	49,000	(101,000)
Net loss before noncontrolling interest	(24,961,000)	(1,486,000)
Net income attributable to noncontrolling interest	43,000	0
Net loss before redeemable noncontrolling interest	(25,004,000)	(1,486,000)
Net loss and noncontrolling interest attributable to Legacy AON Stockholders prior to the reverse recapitalization	0	(1,486,000)
Net loss attributable to redeemable noncontrolling interest	(17,163,000)	0
Net loss attributable to Class A Common Stockholders, Basic	(7,841,000)	0
Net loss attributable to Class A Common Stockholders, Diluted	$ (7,841,000)	$ 0
Loss per share of Class A Common Stock:
Earnings (loss) per unit, basic (in usd per share)	$ (1.22)	$ 0
Earnings (loss) per unit, diluted (in usd per share)	$ (1.22)	$ 0
Weighted average shares of Class A Common Stock Outstanding:
Weighted average shares for basic loss per share (in shares)	7,527,882	0
Weighted average shares for diluted loss per share (in shares)	7,527,882	0
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities	$ (22,000)	$ 64,000
Other comprehensive gain (loss)	(22,000)	64,000
Comprehensive loss	(25,026,000)	(1,422,000)
Other comprehensive loss attributable to Legacy AON Shareholders	0	(1,422,000)
Other comprehensive loss attributable to noncontrolling interests	(17,180,000)	0
Total comprehensive loss attributable to Class A Common Stockholders	(7,846,000)	0
Patient service revenue, net
Revenue
Total revenue	361,508,000	301,773,000
Other revenue
Revenue
Total revenue	$ 2,831,000	$ 1,958,000

Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions				2 Months Ended	3 Months Ended	12 Months Ended
	Sep. 20, 2023	Jun. 07, 2023	Mar. 04, 2020	Jul. 31, 2023	Mar. 31, 2024	Dec. 31, 2022	Dec. 31, 2023	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Invested capital contributions					$ 65.0
Accrued dividend rate (in percent)					8.00%
Stockholders' equity, conversion period (in years)					5 years
Common Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit, units outstanding (in units)						19,495,376		19,495,376
Accrued dividend rate (in percent)			8.00%
Payments of dividends		$ 4.0
Common Class A-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit, units outstanding (in units)						1,842,520		1,842,520
Accrued dividend rate (in percent)			4.00%
Payments of dividends		$ 4.1
Class B Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit, units outstanding (in units)						4,703,628		4,703,628
Class B-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grants in period (in units)				415
Class C
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, redeemable period					5 years
AON Inc.
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stockholders' equity, conversion, threshold volume weighted average price period					30 days
Stockholders' equity, conversion, threshold stock price (in dollars per share) (less than) (greater than)					$ 16.00
AON LLC
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of units (in units)					2,289,181
AON LLC \| Common Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit authorized (in units)						19,495,376
Issuance of units (in units)						19,495,376
Common unit, units outstanding (in units)						19,495,376
AON LLC \| Common Class A-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit authorized (in units)						3,000,245
Issuance of units (in units)						1,842,520
Common unit, units outstanding (in units)						1,842,520
AON LLC \| Class B Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of units (in units)							5,614,176
Units vested (in units)						4,703,628
Units vested upon consummation of business combination (in units)						910,548
Common Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued (in shares)	1,047,343
Stockholders' equity, conversion, threshold volume weighted average price period					5 days
Series A Preferred Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividends					$ 2.1
Class A-1 distribution (in shares)	151,610
Stock price (in usd per share)					$ 10.00
Series A Preferred Stock \| Stockholders
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of days after five year anniversary					30 days
Stockholders' equity, conversion period (in years)					5 years
Stockholders' equity, conversion, threshold volume weighted average price period					30 days
Stockholders' equity, conversion, threshold stock price (in dollars per share) (less than) (greater than)					$ 10.00
Threshold stock price, conversion price adjustment (in usd per share)					$ 5.00
Series A Preferred Stock \| AEA Growth Management LP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued (in shares)	6,651,610
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)					125.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2025, After June 7, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)					120.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2026, After June 7, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)					115.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2027, After June 7, 2026
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)					110.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2028, After June 7, 2027
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)					105.00%
Series A Preferred Stock \| Dividends Paid, Event After June 7, 2028
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)					100.00%

Basis of Presentation and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Principles of Consolidation

The accounting treatment of the Business Combination was a Reverse Recapitalization.

Accounting Estimates and Assumptions

Segments

Revenue Recognition

Short-term Marketable Securities

Investments in marketable securities consist of corporate bonds and U.S. Treasury securities.

Equity Investment in Affiliate

Noncontrolling Interests

The Company consolidates the results of entities in which it has a controlling financial interest. Refer to Note 15 for additional considerations and presentation for noncontrolling interest.

Mezzanine Equity and Treasury Stock

Mezzanine Equity

Treasury Stock

We account for treasury stock purchased under the cost method and include treasury stock as a component of

Equity-Based Compensation

Business Combinations

Offering Costs

with any instruments classified as liabilities will be expensed as incurred, presented as non-operating expenses in the condensed consolidated statement of operations and comprehensive loss.

Professional Liability

Fair Value of Financial Instruments


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.

determine the fair value of long-term debt and marketable securities based on various factors including maturity schedules and current market rates.

Warrant Liabilities

Expected annual dividend yield – 0.0%

Expected volatility – 26.40%

Risk-free rate of return – 4.31%

Expected Option Term – 5.0 years

Earnings Per Share

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

periods presented. The Company is evaluating the impact this will have on the Company's consolidated financial statements and related disclosures.

Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

Prior Period Presentation

For periods prior to the Reverse Recapitalization, AON LLC had equity and stock-based compensation described below authorized, issued and outstanding. As discussed in Note 1, upon the Closing of the Business Combination, Legacy AON Shareholders received Class A Common Stock, Class B Common Stock, or Class B Prefunded Warrants and AON LLC reclassified their existing Class A, Class A-1, and Class B Units into AON LLC Common Units, pursuant to the terms of the Business Combination Agreement.

The Company recasted Historical AON LLC Equity outstanding for the periods prior to the Reverse Recapitalization, equal to the Per Company Unit Exchange Ratio, pursuant to the Business Combination, that was applied to the Class A, Class A-1, and Class B Units. The historical AON LLC units disclosed in this note give effect to the conversion for all periods presented, as follows.

Class A Units

AON LLC had authorized 19,495,376 units of Class A Units, of which 19,495,376 units were issued and were outstanding as of December 31, 2022.

Class A-1 Units

AON LLC had authorized 3,000,245 units of Class A-1 Units, of which 1,842,520 units were issued and were outstanding as of December 31, 2022.

Class B Units (Profit Interest)

The Class B units were issued through the 2017 Profits Interest Plan adopted by the Company in October 2017. The Class B Units represented a non-voting equity interest in AON LLC that entitled the holder to appreciation in the equity value of AON LLC arising after the date of grant and after such time as an applicable hurdle amount is met. AON LLC recognized the cost of services received in exchange for Class B Units based on the grant-date fair value. That cost was recognized over the period during which the service provider is required to provide service in exchange for the award over the requisite service period or based on performance. AON LLC used the Black-Scholes-Merton pricing model to estimate the fair value of profits interest unit awards. On an as converted basis, as of December 31, 2022, AON LLC issued 5,614,176 Class B Units, of which 4,703,628 were vested and outstanding; the remaining 910,548 of Class B units vested upon consummation of the Business Combination.

The following table summarizes the changes to AON LLC’s Class A, Class A-1, and Class B Units for the three months ended March 31, 2023.


in thousands, except for share and per share amounts	Three Months Ended March 31, 2023
Class A Units, value
Beginning of Period	$	7,725
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	$	7,725

Class A Units, units
Beginning of Period	19,495,376
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	19,495,376

Class A-1 Units, value
Beginning of Period	$	28,500
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	$	28,500

Class A-1 Units, units
Beginning of Period	1,842,520
Issuance of Units	—
Impact of the Reverse Recapitalization	—
End of Period	1,842,520

Class B Units, value
Beginning of Period	$	80
Equity based compensation	—
Impact of the Reverse Recapitalization	—
End of Period	$	80

Class B Units, units
Beginning of Period	4,703,628
Units Vested	—
Impact of the Reverse Recapitalization	—
End of Period	4,703,628

Class B-1 Units

In June and July of 2023, the Company granted a total of 415 AON LLC Class B-1 Units to certain employees under the 2017 Profits Interest Plan (the “Plan”). Upon the closing of the Business Combination, the vested Class B-1 Units were reclassified to AON LLC Common Units and exchanged for newly issued shares of Class A Common Stock equal to the Per Company Unit Exchange Ratio, pursuant to the Business Combination Agreement, which resulted in the issuance of 1,047,343 shares of New AON Class A Common Stock.

Mezzanine Equity Class C Units

As described in Note 1, the AON LLC Class C Units were converted into AON LLC Series A Preferred Units as of the Closing Date. Concurrently, New AON issued a number of shares of New AON Series A Preferred Stock equal

to the number of AON LLC Series A Preferred Units held by the AON Class C Preferred Investor to AEA Growth Management LP, the parent of AON Class C Preferred Investor (“AEA Growth”) in exchange for all the shares of common stock held by AEA Growth in the AON Class C Preferred Investor. Promptly after the First Step, the AON Class C Preferred Investor merged with and into New AON whereby the separate existence of the AON Class C Preferred Investor ceased and New AON held all the AON LLC Series A Preferred Units. On an as converted basis, as of September 20, 2023, 6,651,610 Series A Preferred Stock were issued to AEA Growth Management LP.

The AON LLC Class C Units were contingently redeemable convertible preferred units and classified as mezzanine equity on the condensed consolidated balance sheet as of June 30, 2023 because the units were redeemable five years from the issuance date, at the option of the holder. As of June 30, 2023, the AON LLC Class C Units were recorded at their initial carrying value, net of offering costs. The Class C Units were not being accreted to redemption value, as the redemption was not probable due to the removal of the redemption right pursuant to the Business Combination. See discussion below.

The Class C Units had materially the same rights as the Series A Preferred Stock issued by the Company to AEA Growth Management LP, the parent of the AON Class C Preferred Investor, with the exception of the “AON LLC Class C Unit Redemption Right” and the “Class C Option to Purchase Additional Shares”, discussed below. Further, the Class C Units did not contain a mandatory conversion feature that allowed AON LLC to force the Class C Investor to convert the Class C Units into another equity unit in AON LLC and the Class C Units did not have a one time conversion price adjustment.

Class C Unit Redemption Right

After the fifth anniversary of the Effective Date (June 7, 2028), the holders of a majority of the Class C Units had the right to cause the Company to redeem all of the Class C Units. The redemption price per Class C Unit was equal to the greater of (i) the Class C Liquidation Preference and (ii) the Fair Market Value of a Class C Unit (the “Class C Redemption Price”). The Class C Liquidation Preference is defined as an amount equal to the sum of (a) the Class C Preferred Return of such Class C Member and (b) the amount of such Class C Member’s Net Invested Capital Contributions of $65.0 million. The Class C Unit Preferred Return is defined as the cumulative, semiannually-compounded return of 8% per annum based on the original Net Invested Capital Contributions of $65.0 million. The Class C Unit Redemption Right was removed as of the Closing of the Business Combination.

Series A Preferred Stock (Mezzanine Equity)

New AON Series A Preferred Stock is redeemable for cash or the value of the property, rights or securities to be paid or distributed in the event of a Deemed Liquidation Event (which outside of the Company’s control). As a result, the Company has determined that the New AON Series A Preferred Stock should be classified as mezzanine equity. At the closing of the Business Combination, the Company exchanged existing AON LLC Class C Units for Series A Preferred Stock in the Company. Based on the qualitative changes to the instrument, this exchange is considered an extinguishment for accounting purposes, with the Company recording a deemed dividend of $2.1 million to account for the difference between the carrying value of the Class C Units and the fair value of the Series A Preferred Stock at the transaction date. This amount is reflected in the December 31, 2023 condensed consolidated statements of mezzanine and stockholders’ equity as part of the reverse recapitalization, net. See further discussion on the PIK Dividend discussed below.

The Series A Preferred Stock are not being accreted to redemption value, as the Series A Preferred Stock are not redeemable, nor are they probable of becoming redeemable.

Dividends

The Series A Preferred Stock accrue dividends at a cumulative, semiannually-compounded return of 8% per annum based on the original Net Invested Capital Contributions from the Class C Units of $65.0 million. These dividends may be paid in cash or accumulate into the Accrued Value at the option of New AON. The accrual shall be calculated on June 30 and December 31 and with respect to the semiannually-compounded return, no interest is required to be paid on any present or future Series A Preferred Stock accrued dividends. The Series A Preferred Stock also participate in distributions with the Class A Common stockholders.

On September 20, 2023, the Company issued 6,651,610 Series A Preferred Stock to AEA Growth Management LP. The number of Series A Preferred Stock shares issued at the Closing of the Business Combination was equal to the aggregate Class C Liquidation Preference pursuant to the Business Combination Agreement. As a result, the issuance of the Series A Preferred Stock effectively included an in-kind payout (“PIK”) of the accrued dividend since the calculation of the amount issued was based on the Class C Liquidation Preference. As of the Closing, the Company recorded a dividend of 151,610 Series A Preferred Stock PIK shares with respect to the accrued dividends on the Series A Preferred Stock (the "PIK Dividend") in the December 31, 2023 condensed consolidated statements of mezzanine and stockholders’ equity.

Voting

The holders of the Preferred Stock are entitled to elect and appoint one of the directors (“Series A Director”) to the Board of Directors. All other directors are appointed by the Class A and Class B Common stockholders. There are no restrictions on which matters the Series A Preferred stockholders are entitled to vote. The Series A Preferred stockholders are entitled to the number of votes equal to the number of shares of Common Stock into which the Series A Preferred Stock would be convertible on the record date of the vote.

Conversion Rights

The Series A Preferred Stock is convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder, into such number of fully-paid Class A Common Stock as is determined by dividing the Accrued Value by the Conversion Price in effect at the time of conversion (“Conversion Ratio”). The Accrued Value is the Original Issue Price (which is $10.00 per share of Preferred Stock, as adjusted for any stock split, stock dividend, combination, or other recapitalization) plus any unpaid dividends, compounded semi-annually. The Conversion Price is initially $10.00 per Preferred Share subject to adjustment for dilutive issuances of additional shares, dividends to common stockholders, stock splits, mergers, and a five-year anniversary special adjustment based on the volume weighted average price of the common stock. These dividends may be paid in cash or accumulate into the Accrued Value, at the option of New AON, on June 30 and December 31 of each year. The Conversion Rights shall terminate at the close of business on the day prior to the date of a Change of Control.

If at any time on or after the 30th day after the five-year anniversary of the issue date, any of the Series A Preferred Stock remain outstanding and the 30-Day VWAP of the Common Stock is less than $10.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification), then the Conversion Price shall be adjusted to the greater of (x) the 30-Day VWAP on such date of determination and (y) $5.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification).

New AON also has the right on or after the third-year anniversary of the date of issuance to cause all (but not less than all) of the outstanding shares of Series A Preferred Stock to be converted into shares of Class A Common Stock for each share of Series A Preferred Stock at the Conversion Ratio detailed above. The Company may only convert shares of Series A Preferred Stock into shares of Common Stock if the 30-Day VWAP of the Common Stock immediately prior to the Company Conversion Date is greater than $16.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization).

Liquidation Preferences

In the event of voluntary or involuntary liquidation, dissolution or winding up of the Company or an Initial Public Offering (IPO) or Exit Event, the Series A Preferred Stock have preferential liquidation rights. If a Deemed Liquidation Event were to occur, each Series A Preferred stockholder is entitled to be paid out of the assets of the Company available for distribution, equal to the greater of the following:

(i) The Original Issue Price of $10 per Series A Preferred Stock multiplied by the Applicable Percentage plus any Accrued Dividends on such share of Series A Preferred Stock; or

(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.

The Series A Preferred Stock Applicable Percentage is defined as a percentage equal to (a) one hundred twenty-five percent (125%) if an Exit Event, dissolution, liquidation, or winding-up occurs prior to June 7, 2024, (b) one

hundred twenty percent (120%) if an Exit Event, dissolution, liquidation, or winding up occurs after June 7, 2024, but prior to June 7, 2025, (c) one hundred fifteen percent (115%) if an Exit Event, dissolution, liquidation, or winding-up occurs after June 7, 2025, but prior to June 7, 2026, (d) one hundred ten percent (110%) if an Exit Event, dissolution, liquidation, or winding up occurs after June 7, 2026, but prior to June 7, 2027, (e) one hundred five percent (105%) if an Exit Event, dissolution, liquidation, or winding-up occurs after June 7, 2027, but prior to June 7, 2028, (f) one hundred percent (100%) if an Exit Event, dissolution, liquidation, or winding-up occurs after June 7, 2028.

Distributions to Class A and Class A-1 Members

On March 4, 2020, the AON LLC entered into the Second Amended and Restated Limited Liability Agreement (“Second Operating Agreement”) which established another class of equity, Class A-1 Units. The Second Operating Agreement provided, among other things, that the Class A and A-1 Units would receive a cumulative, annually-compounded, preferred return of 8.0% and 4.0%, respectively, on capital contributions when and if distributions are declared by the Board of the Company.

Prior to the issuance of the Class C Units on June 7, 2023 as discussed above, the Class A and A-1 unitholders were paid a cash distribution of $4.0 million and $4.1 million, respectively, representing the cumulative accrued preferred return to June 7, 2023.

On June 7, 2023, in connection with the issuance of the Class C Units, AON LLC entered into the Third Amended and Restated Limited Liability Agreement (“Third Operating Agreement”) which, among other things, eliminated any provisions for future preferred returns on Class A and A-1 units.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Variable Interest Entities - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 74,944	$ 28,539
Inventories	44,288	44,569
Goodwill and intangibles, net	1,230	1,230
Total assets	421,921	374,453
Liabilities
Other long-term liabilities	11,342	14,251
Total liabilities	365,813	303,740
Variable Interest Entity, Primary Beneficiary
Assets
Cash and cash equivalents	75,796	26,574
Accounts receivable	132,300	129,151
Inventories	44,288	44,569
Prepaid expenses and other current assets	1,157	895
Goodwill and intangibles, net	180	180
Other receivables	34,297	33,809
Other assets	7,880	2,091
Total assets	295,898	237,269
Liabilities
Accounts payable	184,314	122,324
Accrued compensation and benefits	25,713	21,380
Accrued other	14,972	16,723
Other long-term liabilities	1,078	273
Due to AON LLC and subsidiaries, net	107,144	117,194
Total liabilities	$ 333,221	$ 277,894

Business (Details) $ / shares in Units, $ in Millions		3 Months Ended
Business (Details) $ / shares in Units, $ in Millions	Sep. 20, 2023 $ / shares shares	Mar. 31, 2024 USD ($) practice state $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 shares
Business Acquisition [Line Items]
Number of oncology practices \| practice		32
Number of states in which entity operates \| state		19
Reverse recapitalization, equity conversion ratio		1
Number of securities called by each warrant (in shares)		1
AON LLC
Business Acquisition [Line Items]
Reverse recapitalization costs \| $		$ 0.4	$ 1.9
New AON (AON Inc.)
Business Acquisition [Line Items]
Reverse recapitalization costs \| $		$ 0.4	$ 1.9
Common Class A
Business Acquisition [Line Items]
Shares issued (in shares)	1,047,343
Common stock, shares outstanding (in shares)		10,334,734		9,517,816
Series A Preferred Stock
Business Acquisition [Line Items]
Stock price (in usd per share) \| $ / shares		$ 10.00
Class B Common Stock
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)		23,725,998		25,109,551
Legacy AON Shareholders \| Class B Prefunded Warrants
Business Acquisition [Line Items]
Class of warrant outstanding (in shares)	3,000,245
Legacy AON Shareholders \| AON LLC
Business Acquisition [Line Items]
Common unit, units outstanding (in units)	28,109,796
Legacy AON Shareholders \| Class B Common Stock
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	25,109,551
New AON (AON Inc.) \| AON LLC
Business Acquisition [Line Items]
Common unit, units outstanding (in units)	9,532,354
New AON (AON Inc.) \| AON LLC \| Series A Preferred Stock
Business Acquisition [Line Items]
Preferred units, outstanding (in units)	6,651,610
Digital Transformation Opportunities Corp. (“DTOC”) \| Class B Common Stock
Business Acquisition [Line Items]
Reverse recapitalization, equity conversion ratio	1
DTOC Unredeemed Shareholders \| Common Class A
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	147,511
DTOC Sponsor \| Private Placement Warrants
Business Acquisition [Line Items]
Class of warrant outstanding (in shares)	6,113,333
DTOC Sponsor \| Public Warrant
Business Acquisition [Line Items]
Class of warrant outstanding (in shares)	8,337,500
Warrant, exercise period, after initial public offering	12 months
Warrant, exercise period, after business combination	30 days
Warrant, term (in years)	5 years
DTOC Sponsor \| Common Class A
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	5,498,125
Earnout shares not outstanding (in shares)	2,839,375
Stock price (in usd per share) \| $ / shares	$ 11.50
DTOC Sponsor \| Common Class A \| Public Warrant
Business Acquisition [Line Items]
Number of securities called by each warrant (in shares)	1
AEA Growth Management LP \| Series A Preferred Stock
Business Acquisition [Line Items]
Shares issued (in shares)	6,651,610
Common stock, shares outstanding (in shares)	6,651,610
AON LLC
Business Acquisition [Line Items]
Reverse recapitalization, equity conversion ratio	1
AON LLC \| Class B Prefunded Warrants
Business Acquisition [Line Items]
Class of warrant outstanding (in shares)	3,000,245
AON LLC \| Common Class A
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	1,047,343
AON LLC \| Class B Common Stock
Business Acquisition [Line Items]
Stock price (in usd per share) \| $ / shares	$ 0.01
AON LLC \| Class B Common Stock \| Class B Prefunded Warrants
Business Acquisition [Line Items]
Number of securities called by each warrant (in shares)	1

Reverse Recapitalization

3 Months Ended

Mar. 31, 2024

Reverse Recapitalization [Abstract]

Reverse Recapitalization

As discussed in Note 1, AON LLC merged with DTOC, with AON LLC surviving the Merger. AON LLC is governed by a board of managers composed of three (3) persons that were designated by New AON and two (2) persons that were designated by holders of a majority of the AON LLC Common Units, held by members of AON LLC other than New AON. Management determined AON LLC was not a variable interest entity (Refer to Note 2), and as result, identified AON LLC as the accounting acquirer of the Merger in accordance ASC Topic 805. Management concluded that AON LLC was the accounting acquirer due to (i) the Legacy AON Shareholders, defined as the former AON Class A, Class A-1, and Class B unit holders, receiving the largest portion of the voting rights in the combined company, New AON, (ii) significantly all of the Legacy AON Shareholders retained their equity interest as stockholders in New AON, (iii) AON LLC’s operations prior to the Reverse Recapitalization comprising the only ongoing operations of New AON, (iv) the Legacy AON Shareholders have the right to appoint a majority of the directors of New AON, (v) the executive management of AON LLC will become the executive management of New AON and (vi) AON LLC is significantly larger than New AON in terms of revenue, total assets, and employees. Therefore, the Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with ASC Topic 805. New AON was treated as the “acquired” company for financial reporting purposes, and for accounting purposes, the Reverse Recapitalization was treated as the equivalent of AON LLC issuing stock for the net assets of New AON, accompanied by a recapitalization. The net assets of New AON were recorded at historical cost on the condensed consolidated balance sheet as of September 20, 2023, the Closing Date of the Reverse Recapitalization, with no goodwill or other intangible assets recorded. For additional information on the capitalization of New AON and AON LLC immediately following the Closing of the Reverse Recapitalization, see Note 1.

The following table provides the historical cost of assets and liabilities of AON Inc. as of September 20, 2023.


	As of September 20, 2023
Cash and Cash Equivalents	$	1,493
Current Liabilities	(13,295)
Long Term Liabilities	(6,791)
Total Net Liabilities	$	(18,593)

The Company recorded a Day 1 expense as of the Closing of the Business Combination equal to $18.2 million. Of that total amount, $13.0 million was recorded in transaction expenses on the condensed consolidated statement of operations and comprehensive loss. The remaining $5.2 million was recorded in other income (expense) net on the condensed consolidated statement of operations and comprehensive loss. This amount represented the loss on the issuance of Public and Private Warrants, as of the Closing, net of cash received. The Company also recorded a $4.3 million gain in other income (expense), net related to the change in the fair value of the Public and Private Warrants during the period of September 21, 2023 through September 30, 2023.

Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

Debt consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
PNC Facility	$	81,250	$	81,250
Total	81,250		81,250
Unamortized debt issuance costs	(394)		(609)
Total debt	$	80,856	$	80,641

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Related Parties

3 Months Ended

Mar. 31, 2024

Related Parties

Transactions Notes Receivable

The Company enters into promissory notes with physicians of the Company. The notes receivable balances are satisfied through cash payments or settlements through the physicians’ compensation as part of their employee agreement. The notes receivable are amortized over a 60-month period as a reduction of compensation. The notes bear interest at the Company’s incremental borrowing rate (7.09% at March 31, 2024 and 7.18% at December 31, 2023, respectively).


	As of March 31, 2024		As of December 31, 2023		Original Principal		Issue Date	Maturity Date
Notes receivable
Note 2	$	656	$	656	$	5,355	5/1/2019	4/30/2024
Note 3	-		17		491		6/1/2019	5/31/2024
Note 8	1,999		2,081		2,816		5/1/2020	5/1/2025
Total notes receivables	2,655		2,754
Less: Current portion of notes receivable	$	(2,498)	(1,604)
Notes receivable, less current portion	$	157	$	1,150

Leases

The Company has operating leases for thirteen of the office facilities owned by employees of the Company. Total cash was approximately $0.7 million and $0.7 million paid for leases to related parties for the three months ended March 31, 2024 and 2023, respectively.

Inventory Purchases/Concentration Risk

The Company purchases the majority of pharmaceuticals inventory from a subsidiary under common control of a Legacy AON Shareholder. During the three months ended March 31, 2024 and 2023, the Company purchased from the related party approximately $311.0 million and $243.0 million, respectively. These purchases were approximately 88% and 87% as a percentage of cost of revenue for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024 and December 31, 2023, the Company had $183.0 million and $102.1 million, respectively, included in accounts payable for invoices from the related party, representing 97% of accounts payable at each period-end.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

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+ Details

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Current assets

Cash and cash equivalents

$ 74,944

$ 28,539

Short-term marketable securities

30,105

35,389

Patient accounts receivable, net

132,300

129,151

Inventories

44,288

44,569

Other receivables

34,799

34,274

Prepaid expenses and other current assets

5,029

4,277

Current portion of notes receivable - related parties

2,498

1,604

Total current assets

323,963

277,803

Property and equipment, net

40,997

40,439

Operating lease right-of-use assets

^[1]

43,358

43,349

Notes receivable - related parties

157

1,150

Other assets

12,216

7,588

Goodwill and intangibles, net

1,230

Deferred tax asset, net

2,894

Total assets

421,921

374,453

Current liabilities

Accounts payable

^[2]

188,329

127,645

Accrued compensation related costs

12,628

11,410

Accrued other

25,186

22,327

Income tax payable

971

Current portion of operating lease liabilities

^[3]

6,715

6,692

Total current liabilities

233,829

169,045

Long-term debt, net

80,856

80,641

Long-term operating lease liabilities

^[4]

39,786

39,803

Other long-term liabilities

11,342

14,251

Total liabilities

365,813

303,740

Mezzanine equity

Series A convertible preferred stock; $0.0001 par value; 7,500,000 shares authorized; 6,651,610 issued and outstanding at March 31, 2024 and December 31, 2023, with an aggregate liquidation preference of $69,369,195 and $68,009,015 at March 31, 2024 and December 31, 2023, respectively.

64,986

Redeemable noncontrolling interest

157,716

167,025

Stockholders' equity

Additional paid-in capital

8,164

Treasury stock, at cost, 31,170 shares at March 31, 2024 and 14,729 shares at December 31, 2023

(97)

Accumulated other comprehensive income

Retained deficit

(175,594)

(161,812)

Total AON stockholders' deficit

(167,446)

(161,727)

Noncontrolling interest

852

429

Total deficit

(166,594)

(161,298)

Total liabilities, mezzanine equity, noncontrolling interest, and stockholders' equity

421,921

374,453

Common Class A

Stockholders' equity

Common stock, value

Class B Common Stock

Stockholders' equity

Common stock, value

$ 3

[1]	Includes related party operating right-of-use assets, net of $11,293 and $10,931 at March 31, 2024 and December 31, 2023, respectively
[2]	Includes amounts due to related party of $182,697 and $120,857 at March 31, 2024 and December 31, 2023, respectively
[3]	Includes related party current portion of operating lease liabilities of $1,971 and $1,888 at March 31, 2024 and December 31, 2023, respectively
[4]	Includes related party long-term operating lease liabilities of $9,772 and $9,472 at March 31, 2024 and December 31, 2023, respectively

Equity-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

quity-Based Compensation

The Company maintains a single equity incentive plan, the “2023 Incentive Equity Plan”, which was adopted by the Board of Directors and approved by stockholders in connection with the Business Combination. A total of 5,300,000 shares were authorized under the 2023 Incentive Equity Plan. The number of shares of common stock available for issuance under the 2023 Incentive Equity Plan will be increased annually on the first day of each fiscal year during the term of the 2023 Incentive Equity Plan by an amount equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (b) such smaller number of shares as determined by the Company’s board of directors. At March 31, 2024, 2,044,394 shares were available for grant under the 2023 Incentive Equity Plan. The purpose of the 2023 Incentive Equity Plan is to attract and retain personnel for positions with the Company, to provide additional incentive to employees, directors, and consultants, and to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options (“ISO”) to any ISO Employee and the grant of Non statutory stock options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Awards to any Service Provider.

Restricted Stock Units

The Company granted 3,759,459 Restricted Stock Units (“RSUs”) to employees during the three months ended March 31, 2024.

A summary of the RSU activity during the three month period ending March 31, 2024 is as follows:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	—	$	—
Granted	3,759,459	$	5.73
Vested	(2,289,181)	$	5.80
Forfeited	—	$	—
Outstanding as of March 31, 2024	1,470,278	$	5.67

The Company recognized $13.3 million in stock-based compensation expense related to outstanding RSUs during the three months ended March 31, 2024.

As of March 31, 2024, there was approximately $8.2 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years.

The fair value of the RSUs is determined on the date of the grant based on the market price of the Company’s common stock on that date. Each RSU represents the right to receive one share of the Company’s common stock, upon vesting. Portions of the RSUs granted vest immediately with others vesting over one to two years following the grant date, subject to the individual’s continued service to the Company through the applicable vesting date, and are subject to the terms and conditions on the Company’s form of RSU agreement under the 2023 Incentive Equity Plan.

Condensed Consolidated Statements of Mezzanine and Stockholders’ Deficit - USD ($) $ in Thousands	Total	Common Class A	Class B Common Stock	Common Stock Common Class A	Common Stock Class B Common Stock	Common Units Capital Unit, Class A	Common Units Capital Unit, Class A-1	Common Units Capital Unit, Class B	AOCI	Additional Paid in Capital	Treasury Stock	AOCI	Noncontrolling Interest	Retained Earnings (Deficit)
Beginning balance (in units) at Dec. 31, 2022						19,495,000	1,843,000
Beginning balance at Dec. 31, 2022	$ 62,016					$ 7,725	$ 28,500	$ 80	$ (117)					$ 25,828
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss attributable to Legacy AON Shareholders	(1,486)													(1,486)
Other comprehensive income attributable to Legacy AON Shareholders	64								64
Ending balance (in units) at Mar. 31, 2023						19,495,000	1,843,000
Ending balance at Mar. 31, 2023	$ 60,594					$ 7,725	$ 28,500	$ 80	$ (53)					24,342
Beginning Balance (in shares) at Dec. 31, 2023	6,652,000
Beginning Balance at Dec. 31, 2023	$ 64,986
Ending Balance (in shares) at Mar. 31, 2024	6,652,000
Ending Balance at Mar. 31, 2024	$ 64,986
Beginning Balance at Dec. 31, 2023	167,025
Increase (Decrease) In Noncontrolling Interest [Roll Forward]
Other comprehensive loss attributable to noncontrolling interests	(17)
Equity-based compensation and NCI rebalancing	399
Net income (loss)	(17,163)
Fair value adjustment to redeemable noncontrolling interest	15,636
Redemption of Class B Common Stock to Class A Common Stock	(8,164)
Ending Balance at Mar. 31, 2024	157,716
Beginning balance (in shares) at Dec. 31, 2023		9,517,816	25,109,551	6,678,441,000	25,109,551,000
Beginning balance at Dec. 31, 2023	(161,298)			$ 1	$ 3					$ 0	$ 0	$ 81	$ 429	(161,812)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income (loss)	(4)											(4)
Equity-based compensation and NCI rebalancing (in shares)				2,289,181,000
Equity-based compensation and NCI rebalancing	9,696									9,696
Repurchases of Class A Common Stock (in shares)				(16,441,000)
Repurchases of Class A Common Stock	(97)										(97)
Capital contributions from noncontrolling interest member	380												380
Net income (loss)	(7,799)												43	(7,842)
Fair value adjustment to redeemable noncontrolling interest	(15,636)									(9,696)				(5,940)
Redemption of Class B Common Stock to Class A Common Stock (in shares)				(1,383,553,000)	(1,383,553,000)
Redemption of Class B Common Stock to Class A Common Stock	8,164									8,164
Net loss attributable to Legacy AON Shareholders	0
Ending balance (in shares) at Mar. 31, 2024		10,334,734	23,725,998	10,334,734,000	23,725,998,000
Ending balance at Mar. 31, 2024	$ (166,594)			$ 1	$ 3					$ 8,164	$ (97)	$ 77	$ 852	$ (175,594)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 14, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-04321
Entity Registrant Name	American Oncology Network, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3984427
Entity Address, Address Line One	14543 Global Parkway
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Fort Myers
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33913
City Area Code	833
Local Phone Number	886-1725
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001839998
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001, per share
Trading Symbol	AONC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		13,046,342
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	AONCW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,725,998

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 2,799	$ 2,845
Operating cash flows from finance leases	86	17
Financing cash flows from finance leases	291	105
ROU assets obtained in exchange for new lease liabilities
ROU assets obtained in exchange for new operating lease liabilities	$ 2,048	$ 4,326

Supplemental Condensed Balance Sheet Information - Schedule of Accrued Other (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Refund liability	$ 12,879	$ 15,078
Warrant liability	4,913	0
Excise taxes payable	2,700	2,700
Less: current portion of lease liabilities	1,205	1,189
Other	3,489	3,360
Accrued other	$ 25,186	$ 22,327
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued other	Accrued other

Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Available-for-Sale

The following table summarizes the Company’s marketable securities financial assets that are measured at fair value on a recurring basis:


	As of March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	73,938	$	-	$	-	$	73,938
Money market funds	529		-		-		529
U.S. Treasury Bills	993		-		-		993
Level 1 total	$	75,460	$	—	$	—	$	75,460
Marketable securities
Level 2:
Corporate bonds	14,267		172		(3)		14,436
U.S. Treasury securities	15,467		205		(4)		15,668
Level 2 total	29,734		377		(7)		30,104
Total	$	105,194	$	377	$	(7)	$	105,564


	As of December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	28,593	$	-	$	-	$	28,593
Money market funds	$	723	$	-	$	-	$	723
Level 1 total	29,316		—		—		29,316
Marketable securities
Level 2:
Corporate bonds	13,678		191		(9)		13,860
U.S. Treasury securities	21,318		211				21,529
Level 2 total	34,996		402		(9)		35,389
Total	$	64,312	$	402	$	(9)	$	64,705

(1)Included in cash and cash equivalents in the consolidated balance sheets at March 31, 2024 and December 31, 2023.

The fair value of the Company’s marketable securities as of March 31, 2024, by remaining contractual maturities, were as follows:


	Corporate Bonds		U.S. Treasuries		Total
Due in one year or less	$	5,886	$	11,972	$	17,858
Due in one to five years	8,550		3,696		12,246
Total	$	14,436	$	15,668	$	30,104

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

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-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Leases - Right-of-use Assets And Lease Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Assets

Operating lease right-of-use assets, net

^[1]

$ 43,358

$ 43,349

Finance lease right-of-use assets, net (included in property and equipment, net)

5,513

5,794

Total right-of-use assets

48,871

49,143

Current

Current portion of operating lease liabilities

^[2]

6,715

6,692

Current portion of finance lease liabilities (included in accrued other)

1,205

1,189

Current portion of operating and finance lease liabilities

7,920

7,881

Long-term

Long-term operating lease liabilities

^[3]

39,786

39,803

Long-term finance lease liabilities (included in other long-term liabilities)

4,239

4,548

Total lease liabilities

$ 51,945

$ 52,232

[1]	Includes related party operating right-of-use assets, net of $11,293 and $10,931 at March 31, 2024 and December 31, 2023, respectively
[2]	Includes related party current portion of operating lease liabilities of $1,971 and $1,888 at March 31, 2024 and December 31, 2023, respectively
[3]	Includes related party long-term operating lease liabilities of $9,772 and $9,472 at March 31, 2024 and December 31, 2023, respectively

Supplemental Condensed Balance Sheet Information - Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 67,804	$ 65,074
Accumulated depreciation and amortization	(26,807)	(24,635)
Property and equipment, net	40,997	40,439
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	33,985	32,490
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,750	2,607
Medical equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	16,310	15,666
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,395	3,285
Signs
Property, Plant and Equipment [Line Items]
Property and equipment, gross	176	153
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	110	59
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,231	7,829
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,847	$ 2,985

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

The Company currently leases office facilities and equipment for its practices under noncancelable operating and finance lease agreements expiring on various dates through 2038. Certain of the leases contain renewal options which are exercisable at the Company’s discretion. These renewal options are considered in determining the lease term if it is reasonably certain that the Company will exercise such options. Additionally, the Company leases certain other office and medical equipment under month-to-month lease agreements.

Right-of-use assets and lease liabilities consist of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Assets
Operating lease right-of-use assets, net	$	43,358	$	43,349
Finance lease right-of-use assets, net (included in property and equipment, net)	5,513		5,794
Total right-of-use assets	$	48,871	$	49,143

Liabilities
Current
Current portion of operating lease liabilities	$	6,715	$	6,692
Current portion of finance lease liabilities (included in accrued other)	1,205		1,189
Long-term	7,920		7,881
Long-term operating lease liabilities	39,786		39,803
Long-term finance lease liabilities (included in other long-term liabilities)	4,239		4,548
Total lease liabilities	$	51,945	$	52,232


	Three Months Ended March 31,
	2024		2023
Operating lease costs	$	2,795	$	2,870
Finance lease costs
Amortization of finance lease right-of-use assets	281		110
Interest on finance lease liabilities (included in interest expense)	86		17
Variable lease costs	586		578
Total lease costs	$	3,748	$	3,575


	Operating Leases		Finance Leases
2024 (remainder of year after March 31, 2024)	$	6,959	$	1,132
2025	10,014		1,487
2026	9,620		1,249
2027	8,370		1,185
2028	6,271		948
Thereafter	19,147		261
Total lease payments	60,381		6,262
Less: amount representing interest	(13,880)		(818)
Present value of lease liabilities	46,501		5,444
Less: current portion of lease liabilities	(6,715)		(1,205)
Long-term lease liabilities, net of current portion	$	39,786	$	4,239

The weighted-average remaining lease term as of March 31, 2024 and December 31, 2023 was 4.54 years and 6.93 years for operating leases and 6.84 years and 4.76 years for finance leases, respectively. The weighted-average discount rate as of March 31, 2024 and December 31, 2023 was 6.33% and 6.64% for operating leases and 6.71% and 6.30% for finance leases, respectively.

The cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024 and 2023 is as follows:


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,799	$	2,845
Operating cash flows from finance leases	86		17
Financing cash flows from finance leases	291		105
ROU assets obtained in exchange for new operating lease liabilities	2,048		4,326

Leases

Right-of-use assets and lease liabilities consist of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
Assets
Operating lease right-of-use assets, net	$	43,358	$	43,349
Finance lease right-of-use assets, net (included in property and equipment, net)	5,513		5,794
Total right-of-use assets	$	48,871	$	49,143

Liabilities
Current
Current portion of operating lease liabilities	$	6,715	$	6,692
Current portion of finance lease liabilities (included in accrued other)	1,205		1,189
Long-term	7,920		7,881
Long-term operating lease liabilities	39,786		39,803
Long-term finance lease liabilities (included in other long-term liabilities)	4,239		4,548
Total lease liabilities	$	51,945	$	52,232


	Three Months Ended March 31,
	2024		2023
Operating lease costs	$	2,795	$	2,870
Finance lease costs
Amortization of finance lease right-of-use assets	281		110
Interest on finance lease liabilities (included in interest expense)	86		17
Variable lease costs	586		578
Total lease costs	$	3,748	$	3,575


	Operating Leases		Finance Leases
2024 (remainder of year after March 31, 2024)	$	6,959	$	1,132
2025	10,014		1,487
2026	9,620		1,249
2027	8,370		1,185
2028	6,271		948
Thereafter	19,147		261
Total lease payments	60,381		6,262
Less: amount representing interest	(13,880)		(818)
Present value of lease liabilities	46,501		5,444
Less: current portion of lease liabilities	(6,715)		(1,205)
Long-term lease liabilities, net of current portion	$	39,786	$	4,239

The cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024 and 2023 is as follows:


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,799	$	2,845
Operating cash flows from finance leases	86		17
Financing cash flows from finance leases	291		105
ROU assets obtained in exchange for new operating lease liabilities	2,048		4,326

Redeemable Noncontrolling Interest

3 Months Ended

Mar. 31, 2024

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

Legacy AON Shareholders own 26,726,243 AON LLC Common Units, equal to a 61.1% of the economic interest in AON LLC. Legacy AON Shareholders also own 23,725,998 shares of Class B Common Stock and 3,000,245 Class B Prefunded Warrants, which, together with the AON LLC Common Units, may be redeemed at the option of the Legacy AON Shareholder on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof (based on the market price of the shares of Class A Common Stock at the time of redemption) as determined by New AON. If New AON elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than ten (10) business days after the redemption notice date. Upon the redemption of the AON LLC Common Units and Class B

Common Stock for shares of Class A Common Stock or the equivalent thereof, all redeemed shares of Class B Common Stock will be cancelled. The redemption value is determined based on a five-day volume weighted average price (”VWAP”) of the Class A common shares, subject to customary conversion rate adjustments for share splits, share dividends, and similar events affecting Class A Common Stock.

When applying SEC guidance concerning mezzanine classification, the Company understands that due to the NCI holders having control of the Board, if there is a sequence of remotely possible events that could trigger a redemption, this requires the instrument to be classified as temporary equity, without any regard to probability. Accordingly, though the redemption would require such a remotely possible sequence of events, and such remote sequence of events would also require, in management’s view, the Company to take extraordinary actions in order to allow such sequence of events to be remotely possible, the noncontrolling interest is currently classified as temporary equity. In the event that the Legacy AON Shareholders own less than 50% of the outstanding economic interest in AON LLC Common Units due to future redemptions, the noncontrolling interest will be presented as permanent equity.

The redeemable noncontrolling interest is recognized at the greater of (1) its initial fair value plus accumulated earnings/(losses) associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At March 31, 2024, the redeemable noncontrolling interest was recorded based on its redemption value of $157.7 million which exceeded its carrying value by $15.6 million. This measurement adjustment decreased additional paid in capital by $9.7 million and retained deficit by $5.9 million. At the end of each reporting period, AON LLC equity attributable to AON Inc. and the Legacy AON Shareholders is rebalanced to reflect AON Inc.’s and the Legacy AON Shareholder’s ownership in AON LLC.

The following table summarizes the economic ownership of AON LLC, for the period beginning December 31, 2023 and ending March 31, 2024.


	Period beginning December 31, 2023 and ending March 31, 2024
	AON LLC Units
	AON Inc.		Legacy AON Shareholders		Total
Beginning of Period	13,330,051		28,109,796		41,439,847
Issuances	2,289,181		—		2,289,181
Repurchases	(16,441)		—		(16,441)
Redemptions	1,383,553		(1,383,553)		—
Total Units Issued	16,986,344		26,726,243		43,712,587
End of Period	16,986,344		26,726,243		43,712,587
Allocation of income to controlling and noncontrolling interests	38.9	%	61.1	%	100	%
Allocation of losses to controlling and noncontrolling interests (1)	23.0	%	77.0	%	100	%

(1) As discussed in Note 13, 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 January 1, 2024 through March 31, 2024, were

allocated to the NCI to reflect the absorption of the Legacy AON Shareholders to a portion of the consolidated net loss of AON LLC. Net losses were not attributed to Series A Preferred Stock.

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Activity

A summary of the RSU activity during the three month period ending March 31, 2024 is as follows:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	—	$	—
Granted	3,759,459	$	5.73
Vested	(2,289,181)	$	5.80
Forfeited	—	$	—
Outstanding as of March 31, 2024	1,470,278	$	5.67

Leases - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Operating  Leases

2024 (remainder of year after March 31, 2024)

$ 6,959

10,014

9,620

8,370

6,271

19,147

60,381

Less: amount representing interest

(13,880)

Present value of lease liabilities

46,501

Less: current portion of lease liabilities

^[1]

(6,715)

$ (6,692)

Long-term lease liabilities, net of current portion

^[2]

39,786

39,803

Finance  Leases

2024 (remainder of year after March 31, 2024)

1,132

1,487

1,249

1,185

948

261

6,262

Less: amount representing interest

(818)

Present value of lease liabilities

5,444

Less: current portion of lease liabilities

(1,205)

(1,189)

Long-term lease liabilities, net of current portion

$ 4,239

$ 4,548

[1]	Includes related party current portion of operating lease liabilities of $1,971 and $1,888 at March 31, 2024 and December 31, 2023, respectively
[2]	Includes related party long-term operating lease liabilities of $9,772 and $9,472 at March 31, 2024 and December 31, 2023, respectively

Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The assets of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of March 31, 2024 and December 31, 2023, are as follows:


	As of March 31, 2024		As of December 31, 2023
Assets
Cash and cash equivalents	$	75,796	$	26,574
Accounts receivable	132,300		129,151
Inventories	44,288		44,569
Prepaid expenses and other current assets	1,157		895
Goodwill and intangibles, net	180		180
Other receivables	34,297		33,809
Other assets	7,880		2,091
Total assets	$	295,898	$	237,269

The liabilities of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of March 31, 2024 and December 31, 2023, are as follows:


	As of March 31, 2024		As of December 31, 2023
Liabilities
Accounts payable	$	184,314	$	122,324
Accrued compensation and benefits	25,713		21,380
Accrued other	14,972		16,723
Other long-term liabilities	1,078		273
Due to AON LLC and subsidiaries, net	107,144		117,194
Total liabilities	$	333,221	$	277,894

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Leases - Narrative (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term for operating leases (in years)	4 years 6 months 14 days	6 years 11 months 4 days
Weighted-average remaining lease term for finance leases (in years)	6 years 10 months 2 days	4 years 9 months 3 days
Weighted-average discount rate for operating leases (in percent)	6.33%	6.64%
Weighted-average discount rate for finance leases (in percent)	6.71%	6.30%

Redeemable Noncontrolling Interest - Schedule of Ownership (Details) - AON LLC	3 Months Ended
	Mar. 31, 2024 shares
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance (in units)	41,439,847
Issuances (in units)	2,289,181
Repurchases (in units)	(16,441)
Redemptions (in units)	0
Total Units Issued (in units)	43,712,587
Ending balance (in units)	43,712,587
Allocation of income to controlling and noncontrolling interests (in percent)	1
Allocation of losses to controlling and noncontrolling interests (in percent)	1
AON Inc.
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance (in units)	13,330,051
Issuances (in units)	2,289,181
Repurchases (in units)	(16,441)
Redemptions (in units)	1,383,553
Total Units Issued (in units)	16,986,344
Ending balance (in units)	16,986,344
Allocation of income to controlling and noncontrolling interests (in percent)	0.389
Allocation of losses to controlling and noncontrolling interests (in percent)	0.230
Legacy AON Shareholders
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance (in units)	28,109,796
Issuances (in units)	0
Repurchases (in units)	0
Redemptions (in units)	1,383,553
Total Units Issued (in units)	26,726,243
Ending balance (in units)	26,726,243
Allocation of income to controlling and noncontrolling interests (in percent)	0.611
Allocation of losses to controlling and noncontrolling interests (in percent)	0.770

Redeemable Noncontrolling Interest - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Sep. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Noncontrolling Interest [Line Items]
Redemption ratio		1
Number of days after redemption notice date that redemption must be settled		10 days
Redemption value of noncontrolling interest		$ 157,700
Excess redeemable noncontrolling interest over carrying amount		15,600
Fair value adjustment to redeemable noncontrolling interest		15,636
Additional Paid in Capital
Noncontrolling Interest [Line Items]
Fair value adjustment to redeemable noncontrolling interest		9,696
Retained Earnings (Deficit)
Noncontrolling Interest [Line Items]
Fair value adjustment to redeemable noncontrolling interest		$ 5,940
Common Class A
Noncontrolling Interest [Line Items]
Common stock, shares outstanding (in shares)		10,334,734		9,517,816
Stockholders' equity, conversion, threshold volume weighted average price period		5 days
Legacy AON Shareholders \| AON LLC
Noncontrolling Interest [Line Items]
Common unit, units outstanding (in units)		26,726,243
Allocation of income to controlling and noncontrolling interests (in percent)	77.00%	61.10%	100.00%
Common stock, shares outstanding (in shares)		23,725,998
Class of warrant outstanding (in shares)		3,000,245
LLC ownership threshold, percentage		50.00%

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is a member of American Oncology Network, LLC, which is treated as a partnership for U.S. federal and certain state and local income taxes. As a partnership, American Oncology Network, LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by American Oncology Network, LLC is passed through to and included in the taxable income or loss of its members, including the Company. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to the allocable share of any taxable income of American Oncology Network, LLC. Additionally, other corporate entities within the Company's structure are subject to income taxes. These corporate entities continue to generate losses and continue to maintain a valuation allowance against their net deferred tax assets. The Company’s effective income tax rate was (13.1)% and —% for the three months ended March 31, 2024 and 2023, respectively. The provision for income taxes was $2.9 million and $0 for the three months ended March 31, 2024 and 2023, respectively. The change to the income tax provision for the three months ended March 31, 2024 compared to the income tax provision for the three months ended March 31, 2023 was primarily a result of the transaction closing on September 20, 2023, resulting in a portion of the Company's consolidated pre-tax earnings, which were previously not subject to income taxes, flowing into a taxable corporation included in the Company's post transaction structure. As of December 31, 2023, the Company recognized a deferred tax asset related to its investment in the American Oncology Network, LLC partnership. As of March 31, 2024, the Company updated its valuation allowance assessment based on new factors including its year-to-date loss and forecasted loss at the American Oncology Network, LLC partnership legal entity. Based on its updated valuation allowance assessment, the Company recorded a discrete valuation allowance against its investment in partnership deferred tax asset during the three months ending March 31, 2024. The effective income tax rate for the three months ended March 31, 2024 and 2023 differed from the federal statutory rate primarily due to certain legal entities in the Company's structure being treated as partnerships for income tax purposes and, therefore, a significant portion of its income not being subject to income tax. Additionally, certain corporate entities within the Company's structure continue to maintain a full valuation allowance against their net deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Redeemable Noncontrolling Interest (Tables)

3 Months Ended

Mar. 31, 2024

Noncontrolling Interest [Abstract]

Schedule of Reverse Recapitalization, Ownership Summary

The following table summarizes the economic ownership of AON LLC, for the period beginning December 31, 2023 and ending March 31, 2024.


	Period beginning December 31, 2023 and ending March 31, 2024
	AON LLC Units
	AON Inc.		Legacy AON Shareholders		Total
Beginning of Period	13,330,051		28,109,796		41,439,847
Issuances	2,289,181		—		2,289,181
Repurchases	(16,441)		—		(16,441)
Redemptions	1,383,553		(1,383,553)		—
Total Units Issued	16,986,344		26,726,243		43,712,587
End of Period	16,986,344		26,726,243		43,712,587
Allocation of income to controlling and noncontrolling interests	38.9	%	61.1	%	100	%
Allocation of losses to controlling and noncontrolling interests (1)	23.0	%	77.0	%	100	%

allocated to the NCI to reflect the absorption of the Legacy AON Shareholders to a portion of the consolidated net loss of AON LLC. Net losses were not attributed to Series A Preferred Stock.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)

Mar. 31, 2024

Dec. 31, 2023

Redeemable convertible preferred stock, shares outstanding (in shares)

6,652,000

Treasury stock, common, shares (in shares)

31,170

14,729

Operating lease right-of-use assets

^[1]

$ 43,358,000

$ 43,349,000

Accounts payable

^[2]

188,329,000

127,645,000

Current portion of operating lease liabilities

^[3]

6,715,000

6,692,000

Long-term operating lease liabilities

^[4]

39,786,000

39,803,000

Related Party

Operating lease right-of-use assets

11,293,000

10,931,000

Accounts payable

182,697,000

120,857,000

Current portion of operating lease liabilities

1,971,000

1,888,000

Long-term operating lease liabilities

$ 9,772,000

9,472,000

Series A Preferred Stock

Par value (dollars per share)

$ 0.0001

Shares authorized (shares)

7,500,000

Shares issued (in shares)

6,651,610

Redeemable convertible preferred stock, shares outstanding (in shares)

6,651,610

Liquidation preference

$ 69,369,195

$ 68,009,015

Common Class A

Common stock, par value (in usd per share)

$ 0.0001

Common stock, shares authorized (in shares)

200,000,000

Common stock, shares issued (in shares)

10,334,734

9,517,816

Common stock, shares outstanding (in shares)

10,334,734

9,517,816

Class B Common Stock

Common stock, par value (in usd per share)

$ 0.0001

Common stock, shares authorized (in shares)

100,000,000

Common stock, shares issued (in shares)

23,725,998

25,109,551

Common stock, shares outstanding (in shares)

23,725,998

25,109,551

[1]	Includes related party operating right-of-use assets, net of $11,293 and $10,931 at March 31, 2024 and December 31, 2023, respectively
[2]	Includes amounts due to related party of $182,697 and $120,857 at March 31, 2024 and December 31, 2023, respectively
[3]	Includes related party current portion of operating lease liabilities of $1,971 and $1,888 at March 31, 2024 and December 31, 2023, respectively
[4]	Includes related party long-term operating lease liabilities of $9,772 and $9,472 at March 31, 2024 and December 31, 2023, respectively

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cost of revenue	$ 354,948	$ 278,534
General and administrative expenses	28,277	23,717
Related Party
Cost of revenue	310,877	178,166
General and administrative expenses	$ 706	$ 679

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

+ Details

Long-term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-term Debt

Debt consisted of the following at March 31, 2024 and December 31, 2023:


	As of March 31, 2024		As of December 31, 2023
PNC Facility	$	81,250	$	81,250
Total	81,250		81,250
Unamortized debt issuance costs	(394)		(609)
Total debt	$	80,856	$	80,641

Credit Facilities

On April 30, 2021, the Company entered into a Loan Facility with PNC (“PNC Loan Facility”) collateralized by the Company’s assets and outstanding patient accounts receivable. The PNC Loan Facility is guaranteed on a limited basis by the Company and shareholder of AON Partners and Partners of Maryland. $34.6 million of proceeds from the PNC Loan Facility was used to pay off the Company’s previous term loans and revolver with Truist Bank. The remaining funds were made available for working capital and acquisition of additional physician practices.

The PNC Loan Facility is interest-only with total principal due at an initial maturity on April 30, 2024. Interest originally accrued at one-month LIBOR or an alternate base rate plus 1.45%. The maximum balance of the PNC Loan Facility (“Borrowing Base”) is limited to the lesser of the Facility Limit ($65.0 million) or the fair value of the Company’s patient accounts receivable. The Company must maintain a balance of the lesser of the Borrowing Base or 65% of the Facility Limit in the first year and 75% of the Facility Limit in subsequent years (“minimum funding threshold”). The Company can repay the PNC Loan Facility up to the minimum funding threshold at any time without penalty. In accordance with the PNC Loan Facility, the Company pledged $10.0 million of collateral as restricted cash to be released quarterly in increments of $2.5 million. The restricted cash was fully released as of March 31, 2024 and December 31, 2023.

On April 30, 2021, the Company entered into a $5.0 million revolving line of credit agreement (“PNC Line of Credit”). The PNC Line of Credit has an expiration date of April 30, 2024 and originally bore interest at a rate per annum equal to the sum of the daily LIBOR rate plus 1.65% or an alternate base rate plus 0.65% and is due on the first day of each month beginning June 1, 2021. Any outstanding principal and accrued interest will be due on the expiration date. Beginning July 1, 2021, quarterly bank fees equal to 1.65% per day per annum are due in arrears and will continue on the first day of each quarter thereafter. All debt related to the PNC Line of Credit is collateralized by the Company’s assets. As of March 31, 2024 and December 31 2023, no draws had been made on the PNC Line of Credit. The Company is also subject to a 0.20% unused line fee calculated per annum on the unused balance of the PNC Line of Credit.

On July 29, 2021, the Company amended the PNC Loan Facility increasing the Facility Limit to $75.0 million. On February 14, 2022, the Company further amended the PNC Loan Facility and Line of Credit agreements. The primary changes included an increase of the Facility limit from $75.0 million to $125.0 million, an increase of the PNC Line of Credit availability from $5.0 million to $10.0 million, interest charges to be calculated based on the Bloomberg Short-Term Bank Yield Index plus 1.65% and certain financial covenants. As part of the amendment, the Company drew an additional $16.3 million in proceeds under the Loan Facility. On August 15, 2022, the PNC Loan Facility and Line of Credit agreements were amended again to reduce the availability under the PNC Line of Credit from $10.0 million to $1.0 million.

Effective November 23, 2022, the Company entered into Waiver and Amendment No. 6 (“Waiver and Amendment”) under its PNC Loan Facility as the Company was not in compliance with the Delinquency Ratio financial covenant for the period ending October 31, 2022 and the requirement to provide certain annual financial statements. The Waiver and Amendment waives each event of default and also revised future delinquency percentages and financial statement requirements.

On June 30, 2023, the Company entered into Amendment No. 7 (“Amendment 7”) to its PNC Loan Facility which extended the maturity date from April 30, 2024 to June 30, 2026. In connection with Amendment 7, the Company paid additional debt issuance costs of $0.4 million which will be amortized over the revised remaining life of the

Loan Facility. In addition, Amendment 7 revised the definition of the minimum funding threshold to limit the threshold multiplier to 65% of the Facility Limit.

On January 1, 2024, the Company entered into Amendment No. 8 (“Amendment 8”) to its PNC Loan Facility to modify certain definitions such as “change in control”. In addition, the Amendment 8 also amended the delinquency ratio threshold used to calculate certain debt covenants. The effective date of Amendment 8 was January 16, 2024.

On January 16, 2024, the Company also entered into Amendment No. 3 (“Amendment 3”) to its PNC Line of Credit to modify certain definitions such as “change in control”. In addition, the Amendment 3 also amended certain debt covenants, such as EBITDA thresholds. The effective date of Amendment 3 was December 31, 2023.

The PNC Loan Facility and PNC Line of Credit nonfinancial covenants include restrictions related to unpermitted property liens and the requirement of audited financial statements. Both agreements also contain several financial covenants, including the following ratios: accounts receivable default, delinquency, dilution, days sales outstanding, leverage, and fixed charge coverage. As of March 31, 2024, the Company was in compliance with all financial and nonfinancial debt covenants as required by both loan agreements.

Basis of Presentation and Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended			12 Months Ended	15 Months Ended
	Sep. 30, 2023	May 31, 2023 USD ($)	Jan. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) segment $ / shares shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($) shares	Sep. 20, 2023
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares				2,524,000				2,524,000
Net income (loss) attributable to common shareholders				$ (7,800)
Net loss attributable to redeemable noncontrolling interest				17,163
Net loss and noncontrolling interest attributable to Legacy AON Stockholders prior to the reverse recapitalization				$ 0		$ 1,486
Number of operating segments \| segment				1
Number of reportable segments \| segment				1
Revenue				$ 364,339		303,731
Offering costs				$ 97		$ 0
Shares repurchased (in shares) \| shares				16,441			14,729	31,170
Cost of shares repurchased (less than)				$ 100			$ 100
Fair value of warrants				$ 4,913			$ 0	$ 4,913
Number of securities called by each warrant (in shares) \| shares				1				1
Reverse recapitalization, equity conversion ratio				1				1
Earnings (loss) per unit, diluted (in usd per share) \| $ / shares				$ (1.22)		$ 0
Earnings (loss) per unit, basic (in usd per share) \| $ / shares				$ (1.22)		$ 0
Accrued dividend rate (in percent)				8.00%
Participating Threshold, 1
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares				2,524,000				2,524,000
Participating Threshold, 2
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares				2,453,000				2,453,000
Participating Threshold, 3
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares				1,976,000				1,976,000
AON LLC
Description Of Business And Significant Accounting Policies [Line Items]
Reverse recapitalization, equity conversion ratio									1
AON LLC \| Series A Preferred Stock
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares				2,705,000				2,705,000
Preferred Class A
Description Of Business And Significant Accounting Policies [Line Items]
Offering costs				$ 800
Accrued dividend rate (in percent)				8.00%
Public Warrant
Description Of Business And Significant Accounting Policies [Line Items]
Fair value of warrants				$ 2,800				$ 2,800
Private Placement Warrants
Description Of Business And Significant Accounting Policies [Line Items]
Fair value of warrants				$ 2,100				$ 2,100
Private Placement Warrants \| Measurement Input, Expected Dividend Rate
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input				0.000				0.000
Private Placement Warrants \| Measurement Input, Price Volatility
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input				0.2640				0.2640
Private Placement Warrants \| Measurement Input, Risk Free Interest Rate
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input				0.0431				0.0431
Private Placement Warrants \| Measurement Input, Expected Term
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input				5				5
Professional Malpractice Liability Insurance
Description Of Business And Significant Accounting Policies [Line Items]
Malpractice insurance, limit per policy period				$ 3,000
Malpractice insurance, coverage per claim				1,000
Directors and Officers Liability Insurance
Description Of Business And Significant Accounting Policies [Line Items]
Malpractice insurance, limit per policy period				4,000
Malpractice insurance, coverage per claim				2,000
OCP Management Arizona, LLP
Description Of Business And Significant Accounting Policies [Line Items]
Noncash consideration of equity method investment			$ 2,300
Equity method investment (in percent)			49.00%
Patient Visits
Description Of Business And Significant Accounting Policies [Line Items]
Revenue				246,100		$ 214,300
Clinical Trials
Description Of Business And Significant Accounting Policies [Line Items]
Revenue				$ 500		$ 0
MIBA
Description Of Business And Significant Accounting Policies [Line Items]
Allocation of income to controlling and noncontrolling interests (in percent)		56.00%
Payments to acquire interest in subsidiary		$ 200			$ 200
AON LLC \| Legacy AON Shareholders
Description Of Business And Significant Accounting Policies [Line Items]
Allocation of income to controlling and noncontrolling interests (in percent)	77.00%			61.10%		100.00%
AON LLC \| AON Inc.
Description Of Business And Significant Accounting Policies [Line Items]
Allocation of income to controlling and noncontrolling interests (in percent)				23.00%