0001628280-24-047613 | 10-Q | XBRL Viewer | American Oncology Network INC

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

^[2]

7,308

6,692

1,271

1,189

Long-term

8,579

7,881

Lease Liability, Noncurrent

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

^[3]

43,681

39,803

3,684

4,548

Total lease liabilities

$ 55,944

$ 52,232

[1]	Includes related party operating right-of-use assets, net of $14,963 and $10,931 at September 30, 2024 and December 31, 2023, respectively
[2]	Includes related party current portion of operating lease liabilities of $3,732 and $1,888 at September 30, 2024 and December 31, 2023, respectively
[3]	Includes related party long-term operating lease liabilities of $9,842 and $9,472 at September 30, 2024 and December 31, 2023, respectively

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

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Cash flows from operating activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

$ (29,363)

$ (40,797)

Depreciation and amortization

7,459

6,368

Amortization of debt issuance costs

609

570

Amortization of postcombination compensation

875

Provision for income taxes

2,894

Equity in (gain) loss of affiliate

(153)

251

Amortization of operating right-of-use assets

^[1]

6,390

6,194

Changes in fair value adjustments of warrants and derivative liabilities

(1,634)

9,334

Loss (gain) on sale and abandonment of property and equipment

12,913

4,875

2,135

(2)

Bargain purchase gain on acquisition of physician practice

(1,040)

Deferred taxes

(324)

Changes in operating assets and liabilities, net of business combinations:

Patient accounts receivable, net

1,140

(4,941)

Prepaid expenses and other current assets

^[2]

(2,225)

(1,367)

(4,851)

(775)

Other receivables

(25,700)

(8,546)

Other assets

(5,847)

(2,107)

Accrued compensation related costs

^[3]

26,395

13,889

6,130

8,744

Accrued other

(4,751)

6,290

Operating lease liabilities

^[4]

(4,241)

(5,625)

Other long-term liabilities

(3,680)

1,410

Net cash provided by (used in) operating activities

(16,869)

(6,160)

Cash flows from investing activities

Purchases of property and equipment and intangible assets

(14,628)

(9,527)

Proceeds from disposals of property and equipment

141

Acquisition of physician practices, net of cash acquired

(6,712)

Purchases of marketable securities

(18,850)

(20,824)

Proceeds from sales of marketable securities

54,736

4,933

Issuance of notes receivable - related parties

(560)

Collections on notes receivable - related parties

682

740

Net cash provided by (used) in investing activities

14,809

(24,673)

Cash flows from financing activities

Issuance of redeemable convertible Class C Units

64,996

Class A and A-1 preferred returns

(9,481)

Repayments on long-term debt

(2,520)

Contribution from noncontrolling interest

134

Repurchases of Class A Common Stock

(368)

Payment of tax withholding obligation on net RSU settlement

(3,258)

Repayments on finance lease liabilities

(901)

(387)

Cash paid for debt financing costs

(446)

Cash paid for offering costs on Class C issuance

(750)

Proceeds from reverse recapitalization

1,494

Net cash (used in) provided by financing activities

(7,047)

55,560

Net increase in cash and cash equivalents

(9,107)

24,727

Beginning of period

28,539

26,926

End of period

19,432

51,653

Supplemental noncash investing and financing activities

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

1,254

Promissory note issued in connection with acquisition of physician practices

(6,550)

Promissory note issued in connection with asset acquisition

(1,569)

Changes in accounts payable for capital additions to property and equipment

361

Noncash consideration paid by assumption of note for purchase of physician practice

Contribution from noncontrolling interest

(380)

Unpaid offering costs relating to the reverse recapitalization

2,745

Deemed dividend for Series A Preferred Stock extinguishment

$ 0

$ 2,089

[1]	Includes related party amortization of operating right-of-use assets of $1,505 and $1,601 for the nine months ended September 30, 2024 and 2023, respectively.
[2]	Includes changes in related party balances of ($4,462) and $(1,299) for the nine months ended September 30, 2024 and 2023, respectively.
[3]	Includes changes in related party balances of $22,801 and $10,627 for the nine months ended September 30, 2024 and 2023, respectively.
[4]	Includes changes in related party balances of ($1,766) and ($1,835) for the nine months ended September 30, 2024 and 2023, respectively.

Equity

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 2023.


in thousands, except for share and per share amounts	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
Class A Units, value
Beginning of Period	$	7,725	$	7,725
Issuance of Units	—		—
Impact of the Reverse Recapitalization	(7,725)		(7,725)
End of Period	$	—	$	—

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

Class A-1 Units, value
Beginning of Period	$	31,040	$	28,500
Issuance of Units	7,185		9,725
Impact of the Reverse Recapitalization	(38,225)		(38,225)
Impact of Derivative liability on Class A-1 anti-dilution feature	—		—
End of Period	$	—	$	—

Class A-1 Units, units
Beginning of Period	2,281,696		1,842,520
Issuance of Units	718,549		1,157,725
Impact of the Reverse Recapitalization	(3,000,245)		(3,000,245)
Distribution	—		—
End of Period	—		—

Class B Units, value
Beginning of Period	$	80	$	80
Equity based compensation	10		10
Impact of the Reverse Recapitalization	(90)		(90)
End of Period	$	—	$	—

Class B Units, units
Beginning of Period	4,703,628		4,703,628
Units Vested	910,548		910,548
Impact of the Reverse Recapitalization	(5,614,176)		(5,614,176)
End of Period	—		—

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.

Class C Unit Option to Purchase Additional Units

In accordance with the terms of the Amended and Restated Class C Convertible Preferred Unit Purchase Agreement dated June 7, 2023, the Class C Preferred Investor had an option to purchase an additional 378 AON Class C Units until the Closing of the Business Combination at a purchase price of $26,423 per Unit (“Option Feature”). The Company determined that this Option Feature was required to be accounted for as a derivative in accordance with ASC 815. The fair value of the derivative was estimated to be $1.4 million as of June 30, 2023.

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 volume weighted average price (”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.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Supplemental Condensed Balance Sheet Information - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Physician deferred compensation	$ 12,066	$ 0
Insurance recovery receivable	2,830	2,830
Equity investment in OCP Management Arizona, LLC	0	1,754
Other	3,917	3,004
Total other assets	$ 18,813	$ 7,588

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Condensed Balance Sheet Information (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Other Receivables

Other receivables consisted of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Rebates receivable	$	54,608	$	33,708
Other	8,545		566
Total other receivables	$	63,153	$	34,274

Schedule of Inventory

Inventory consisted of the following purchased finished goods at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Intravenous drugs	$	34,553	$	32,388
Oral pharmaceuticals	14,713		12,181
Total inventories	$	49,266	$	44,569

Schedule of Property and Equipment, net

Property and equipment, net consisted of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Leasehold improvements	$	37,042	$	32,490
Furniture, fixtures and equipment	2,974		2,607
Medical equipment	10,343		8,566
Computer equipment	3,818		3,285
Signs	227		153
Automobiles	101		59
Software	8,394		7,829
Construction-in-progress	5,564		2,985
Finance Right of Use Assets	7,242		7,100
Property and equipment, gross	75,705		65,074

Accumulated depreciation and amortization	(30,384)		(24,635)
Property and equipment, net	$	45,321	$	40,439

Schedule of Other Assets

Other Assets

Other assets consisted of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Physician deferred compensation	$	12,066	$	-
Insurance recovery receivable	2,830		2,830
Equity investment in OCP Management Arizona, LLC	-		1,754
Other	3,917		3,004
Total other assets	$	18,813	$	7,588

Schedule of Other Accrued Liabilities, Current

Accrued other consisted of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Refund liability	$	8,147	$	15,078
Warrant liability	2,023		-
Excise taxes payable	2,700		2,700
Current portion of finance lease liabilities	1,271		1,189
Other	3,308		3,360
Total accrued other	$	17,449	$	22,327

Equity-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Outstanding, beginning period (in shares) \| shares	0
Granted (in shares) \| shares	4,746,521
Vested (in shares) \| shares	(2,382,730)
Forfeited/Cancelled (in shares) \| shares	(33,714)
Outstanding, ending period (in shares) \| shares	2,330,077
Weighted Average Grant Date Fair Value
Beginning Balance (usd per share) \| $ / shares	$ 0
Granted (usd per share) \| $ / shares	4.83
Vested (usd per share) \| $ / shares	5.47
Forfeited/Cancelled (usd per share) \| $ / shares	0
Ending Balance (usd per share) \| $ / shares	$ 4.16

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 6,534	$ 7,678
Operating cash flows from finance leases	250	79
Repayments on finance lease liabilities	901	387
ROU assets obtained in exchange for new lease liabilities
ROU assets obtained in exchange for new operating lease liabilities	10,265	9,862
ROU assets obtained in exchange for new finance lease liabilities	$ 120	$ 1,103

Leases

9 Months Ended

Sep. 30, 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 September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Assets
Operating lease right-of-use assets, net	$	45,694	$	43,349
Finance lease right-of-use assets, net (included in property and equipment, net)	5,053		5,794
Total right-of-use assets	$	50,747	$	49,143

Liabilities
Current
Current portion of operating lease liabilities	$	7,308	$	6,692
Current portion of finance lease liabilities (included in accrued other)	1,271		1,189
Long-term	8,579		7,881
Long-term operating lease liabilities	43,681		39,803
Long-term finance lease liabilities (included in other long-term liabilities)	3,684		4,548
Total lease liabilities	$	55,944	$	52,232

The components of lease costs recognized in the condensed consolidated statements of operations and comprehensive (income) loss consist of the following for the three and nine month periods ended September 30, 2024 and 2023 and are included in selling, general, and administrative expenses unless otherwise noted:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs	$	3,122	$	2,820	$	8,895	$	8,361
Finance lease costs
Amortization of finance lease right-of-use assets	289		122		860		354
Interest on finance lease liabilities (included in interest expense)	80		35		250		79
Variable lease costs	729		560		1,958		1,742
Total lease costs	$	4,220	$	3,537	$	11,963	$	10,536

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 September 30, 2024:


	Operating Leases		Finance Leases
2024 (remainder of year after September 30, 2024)	$	1,662	$	386
2025	11,686		1,523
2026	11,320		1,285
2027	10,109		1,220
2028	7,820		948
Thereafter	23,288		262
Total lease payments	65,885		5,624
Less: amount representing interest	(14,896)		(669)
Present value of lease liabilities	50,989		4,955
Less: current portion of lease liabilities	(7,308)		(1,271)
Long-term lease liabilities, net of current portion	$	43,681	$	3,684

The weighted-average remaining lease term as of September 30, 2024 and December 31, 2023 was 6.76 years and 6.93 years for operating leases and 4.09 years and 4.76 years for finance leases, respectively. The weighted-average discount rate as of September 30, 2024 and December 31, 2023 was 6.69% and 6.64% for operating leases and 6.39% and 6.30% for finance leases, respectively.

The cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2024 and 2023 is as follows:


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,534	$	7,678
Operating cash flows from finance leases	250		79
Financing cash flows from finance leases	901		387
ROU assets obtained in exchange for new operating lease liabilities	10,265		9,862
ROU assets obtained in exchange for new finance lease liabilities	120		1,103

Leases

Right-of-use assets and lease liabilities consist of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Assets
Operating lease right-of-use assets, net	$	45,694	$	43,349
Finance lease right-of-use assets, net (included in property and equipment, net)	5,053		5,794
Total right-of-use assets	$	50,747	$	49,143

Liabilities
Current
Current portion of operating lease liabilities	$	7,308	$	6,692
Current portion of finance lease liabilities (included in accrued other)	1,271		1,189
Long-term	8,579		7,881
Long-term operating lease liabilities	43,681		39,803
Long-term finance lease liabilities (included in other long-term liabilities)	3,684		4,548
Total lease liabilities	$	55,944	$	52,232


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs	$	3,122	$	2,820	$	8,895	$	8,361
Finance lease costs
Amortization of finance lease right-of-use assets	289		122		860		354
Interest on finance lease liabilities (included in interest expense)	80		35		250		79
Variable lease costs	729		560		1,958		1,742
Total lease costs	$	4,220	$	3,537	$	11,963	$	10,536


	Operating Leases		Finance Leases
2024 (remainder of year after September 30, 2024)	$	1,662	$	386
2025	11,686		1,523
2026	11,320		1,285
2027	10,109		1,220
2028	7,820		948
Thereafter	23,288		262
Total lease payments	65,885		5,624
Less: amount representing interest	(14,896)		(669)
Present value of lease liabilities	50,989		4,955
Less: current portion of lease liabilities	(7,308)		(1,271)
Long-term lease liabilities, net of current portion	$	43,681	$	3,684

The cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2024 and 2023 is as follows:


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,534	$	7,678
Operating cash flows from finance leases	250		79
Financing cash flows from finance leases	901		387
ROU assets obtained in exchange for new operating lease liabilities	10,265		9,862
ROU assets obtained in exchange for new finance lease liabilities	120		1,103

Redeemable Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2024.


	Period beginning December 31, 2023 and ending September 30, 2024
	AON LLC Units
	AON Inc.		Legacy AON Shareholders		Total
Beginning of Period	13,330,051		28,109,796		41,439,847
Issuances	2,122,132		—		2,122,132
Repurchases	(126,728)		—		(126,728)
Redemptions	4,664,428		(4,664,428)		—
Total Units Issued	19,989,883		23,445,368		43,435,251
End of Period	19,989,883		23,445,368		43,435,251
Allocation of income to controlling and noncontrolling interests	46.0	%	54.0	%	100	%
Allocation of losses to controlling and noncontrolling interests (1)	36.3	%	63.7	%	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 June 30, 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.

Related Parties - Narrative (Details)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2024

USD ($)

office

Sep. 30, 2023

USD ($)

practice

Sep. 30, 2024

USD ($)

office

Sep. 30, 2023

USD ($)

practice

Dec. 31, 2023

USD ($)

Notes receivable, amortization period (in months)

60 months

Incremental borrowing rate

6.63%

7.18%

Number of offices with operating lease

Payments for operating leases

$ 6,534

$ 7,678

Payments for operating leases

^[1]

$ 433,746

$ 310,894

1,193,283

880,827

500

600

1,800

1,900

399,848

271,790

1,076,092

777,478

395,000

$ 268,000

1,081,000

$ 774,000

Concentration risk (in percentage)

$ 144,000

$ 120,900

91.00%

86.00%

91.00%

88.00%

Concentration risk (in percentage)

92.00%

[1]	Includes related party inventory expense of $399,848 and $271,790 and $1,076,092 and $777,478 for the three and nine months ended September 30, 2024 and 2023, respectively.

Marketable Securities

9 Months Ended

Sep. 30, 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 and cash equivalents:


	As of September 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	18,773	$	-	$	-	$	18,773
Money market funds	224		-		-		224
Level 1 total	$	18,997	$	—	$	—	$	18,997


	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 condensed consolidated balance sheets at September 30, 2024 and December 31, 2023.

(2)Cash equivalents as of September 30, 2024 included 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 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 were determined using pricing based on quoted market prices or alternative market observable inputs. As of September 30, 2024 the Company has sold all Level 2 investments.

Supplemental Condensed Balance Sheet Information - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory [Line Items]
Inventories	$ 49,266	$ 44,569
Intravenous drugs
Inventory [Line Items]
Inventories	34,553	32,388
Oral pharmaceuticals
Inventory [Line Items]
Inventories	$ 14,713	$ 12,181

Reverse Recapitalization (Tables)

9 Months Ended

Sep. 30, 2024

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The following table provides the historical cost of assets and liabilities of DTOC. 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)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Business

9 Months Ended

Sep. 30, 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 38 oncology practices located in twenty states (Arizona, Arkansas, Florida, Georgia, Hawaii, 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 nine months ended September 30, 2024, the Company entered into affiliation agreements with or acquired the following oncology practices.


Nine Months Ended September 30, 2024
State
Maryland (a)
Texas (a)
Hawaii (b)
Georgia (b)

(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.

(b)The Company completed acquisitions which were accounted for as business combinations with the physicians for these respective practices (See Note 5 for further discussion).

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) were 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.

Accounting Treatment for the Business Combination

As AON LLC does not meet any of the characteristics of a VIE under Accounting Standards Codification (“ASC”) 810, Consolidations (“ASC 810”) the Business Combination was evaluated under ASC 805, Business Combinations (“ASC 805”). Notwithstanding the legal form of the Business Combination pursuant to the Business

Combination Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, DTOC was treated as the acquired company and AON LLC was considered the acquirer for financial statement reporting purposes. AON LLC was determined to be the accounting acquirer based on, in summary, an evaluation of the following primary facts and circumstances:

•AON LLC’s directors will represent a majority of the board seats for New AON’s board of directors;

•AON LLC’s senior management will be the senior management of the combined company;

•AON LLC’s operations comprising the ongoing operations of the post-combination company; and

•AON LLC’s relative size (i.e., assets, revenues, and earnings) is significantly larger compared to DTOC.

Accordingly, for accounting purposes, the financial statements of the post-combination entity will represent a continuation of the financial statements of AON LLC with the acquisition being treated as the equivalent of AON LLC issuing stock for the net assets of DTOC, accompanied by a recapitalization. The net assets of DTOC are stated at historical cost, with no goodwill or other intangible assets recorded. Refer to Note 3 for additional information.

Accounting for the Earnout Shares

Following the Closing and for five years thereafter, the DTOC Sponsor agreed to subject 35%, or 2,839,375 shares of New AON Class A common stock held by it as of the Closing (the “Sponsor Earnout Shares”) to the following vesting and forfeiture provisions:

•the Sponsor Earnout Shares will vest when the volume-weighted average price of the New AON Class A common stock equals or exceeds $13.50 per share for any 20 trading days within any 30 trading day period beginning after the Closing and ending 60 months following the Closing;

•the Sponsor Earnout Shares will be released immediately upon the consummation of a change of control transaction within the 60-month period following the Closing; and

•if the Sponsor Earnout Shares are not released pursuant to the foregoing provisions on or before the date that is 60 months after the Closing, then the Sponsor Earnout Shares will be forfeited immediately following such date.

As the Business Combination was accounted for as a reverse recapitalization, the issuance of the Sponsor Earnout Shares to the Company’s existing shareholders will be accounted for as an equity transaction. The accounting for the Sponsor Earnout Shares was evaluated under ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Subtopic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, to determine if the Sponsor Earnout Shares should be classified as a liability or within equity. As part of that analysis, it was determined that the Sponsor Earnout Shares are freestanding, do not meet the criteria within ASC 480 to be classified as a liability, and meet the criteria in ASC 815-40 to be considered indexed to the post-combination entity’s common stock and classified within equity.

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 $0.0 million and $24.6 million during the three months ended September 30, 2024 and 2023, respectively. AON LLC and New AON incurred costs of $1.0 million and $24.6 million during the nine months ended September 30, 2024 and 2023, respectively. These costs were reported as transaction expenses in the condensed consolidated statements of operations and comprehensive income (loss).

Reverse Recapitalization - Narrative (Details) $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 20, 2023 USD ($)	Sep. 30, 2024 USD ($) person	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) person	Sep. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Gain (loss) on reverse recapitalization					$ 18,200
Transaction expenses		$ 13,000	$ 194	$ 24,603	$ 1,210	$ 29,886
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		3
AON Common Unit
Restructuring Cost and Reserve [Line Items]
Number of board of managers designated by majority common unit holders \| person			2		2

Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Lease Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease costs	$ 3,122	$ 2,820	$ 8,895	$ 8,361
Amortization of finance lease right-of-use assets	289	122	860	354
Interest on finance lease liabilities (included in interest expense)	80	35	250	79
Variable lease costs	729	560	1,958	1,742
Total lease costs	$ 4,220	$ 3,537	$ 11,963	$ 10,536

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

Debt consisted of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
PNC Facility	$	81,250	$	81,250
Notes payable	10,192		—
Total	91,442		81,250
Unamortized debt issuance costs	—		(609)
Less current portion	(3,809)		—
Total debt	$	87,633	$	80,641

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.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business (Details) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
Business (Details) $ / shares in Units, $ in Millions	Sep. 20, 2023 $ / shares shares	Sep. 30, 2024 USD ($) practice state $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) practice state $ / shares shares	Dec. 31, 2023 shares
Business Acquisition [Line Items]
Number of oncology practices \| practice		38		38
Number of states in which entity operates \| state		20		20
Reverse recapitalization, equity conversion ratio		1		1
Number of securities called by each warrant (in shares)		1		1
Sponsor Earnout Shares
Business Acquisition [Line Items]
Earnout period (in years)	5 years
Percentage of stock subject to vesting (in percent)	0.35
Number of shares subject to vesting (in shares)	2,839,375
Stock price trigger (in usd per share) \| $ / shares	$ 13.50
Earnout period, trading days (in days)	20 days
Earnout period, threshold trading day period (in days)	30 days
Earnout period, number of months after closing (in months)	60 months
AON LLC
Business Acquisition [Line Items]
Reverse recapitalization costs \| $		$ 0.0	$ 24.6	$ 1.0
New AON (AON Inc.)
Business Acquisition [Line Items]
Reverse recapitalization costs \| $		$ 0.0	$ 24.6	$ 1.0
Class B Common Stock
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)		20,445,123		20,445,123	25,109,551
Class A Common Stock
Business Acquisition [Line Items]
Shares issued (in shares)	1,047,343
Common stock, shares outstanding (in shares)		16,177,647		16,177,647	9,517,816
Series A Preferred Stock
Business Acquisition [Line Items]
Stock price (in dollars per share) \| $ / shares		$ 10.00		$ 10.00
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 \| Class B Common Stock
Business Acquisition [Line Items]
Stock price (in dollars 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
AON LLC \| Class A Common Stock
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	1,047,343
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
DTOC Unredeemed Shareholders \| Class A Common Stock
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	147,511
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 \| Private Placement Warrants
Business Acquisition [Line Items]
Class of warrant outstanding (in shares)	6,113,333
DTOC Sponsor \| Class A Common Stock
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 dollars per share) \| $ / shares	$ 11.50
DTOC Sponsor \| Class A Common Stock \| 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

Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

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. There have been certain reclassifications of prior year amounts made to conform to the current year presentation. 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 and nine months ended September 30, 2024 are not necessarily indicative of the results the Company expects for the entire year.

For the three and nine months ended September 30, 2024, these unaudited condensed consolidated financial statements reflect the consolidated results of operations, comprehensive (income) loss, cash flows and changes in equity of AON Inc. and its wholly-owned subsidiaries. The condensed consolidated balance sheet at September 30, 2024 presents the financial condition of AON Inc. and its consolidated subsidiaries.

For the three and nine months ended September 30, 2023, these unaudited condensed consolidated financial statements present the consolidated results of operations, comprehensive (income) 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 ASC 805 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 and nine months ended September 30, 2024, $1.1 million and $5.3 million, respectively, 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 36.1% and 29.0%, respectively, of the consolidated net loss of AON LLC. For the three and nine months ended September 30, 2024, $0.9 million and $24.5 million, respectively, of the consolidated net losses of AON LLC were attributable to noncontrolling interest, and reflects the Legacy AON Stockholders’ absorption of 63.9% and 71.0% of the consolidated net losses of AON LLC.

For both the three and nine months ended September 30, 2023, $1.7 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 19.0% of the consolidated net loss of AON LLC for the period of September 21, 2023 through September 30, 2023. For both the three and nine months ended September 30, 2023, $11.9 million of the consolidated net losses of AON LLC were attributable to the noncontrolling interest, and reflects the Legacy AON Shareholders’ absorption of 81.0% of the consolidated net losses of AON LLC for the period of September 21, 2023 through September 30, 2023. For the three and nine months ended September 30, 2023, $15.5 million and $27.0 million of the consolidated net losses of AON LLC were attributable to the Legacy AON Shareholders, respectively, 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 September 30, 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”) ASC 810. 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 September 30, 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 since inception 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.

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 and nine month periods ended September 30, 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 September 30, 2024 and December 31, 2023. Approximately $315.3 million and $242.5 million and $860.9 million and $687.4 million 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 and nine month periods ended September 30, 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 and nine month periods ended September 30, 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 an 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 $0.0 million and $2.2 million and $0.5 million and $3.7 million for the three and nine months ended September 30, 2024 and 2023, respectively. This arrangement concluded during the three months ended September 30, 2024.

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 (income) 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 (income) 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 (income) 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 (income) 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 (income) loss. The Company divested its relationship with OCP Management Arizona, LLP during the three months ended September 30, 2024 and recorded a small gain reported as equity in income (loss) of affiliate in the condensed consolidated statements of operations and comprehensive (income) 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 and Treasury 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 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 September 30, 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 nine months ended September 30, 2024 the Company repurchased an additional 126,728 shares of Class A common stock at the spot rate as of each transaction date for a total cost of less than $0.4 million. To date, the Company has repurchased a total of 141,457 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 (income) 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 ASC 805: Accounting for Business Combinations. ASU 2017-01 specifically 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 (income) loss.

Goodwill and Intangible Assets

Goodwill and indefinite-lived identifiable intangible assets

Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess. The Company can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of its reporting unit exceeds its carrying value. When performing a qualitative assessment, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. If goodwill is more likely than not impaired, the Company must then complete a quantitative analysis. When performing a quantitative impairment test, the Company utilizes the market approach in estimating the fair values of its reporting unit. If the carrying value of a reporting unit exceeds its fair value, an impairment charge is recognized equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying value of goodwill of the reporting unit. The Company has determined that it has only one reporting unit for purposes of evaluating goodwill impairment. The Company’s annual impairment testing date is October 1.

Other indefinite-lived intangible assets consist of a certificate of need acquired in an asset acquisition and is not subject to amortization. The Company has concluded that the certificate of need has an indefinite life because there are no legal, regulatory, contractual, economic or other factors that would limit the useful life, and the Company intends to renew and operate the certificate of need indefinitely. Indefinite-lived intangible assets are reviewed annually for impairment or more frequently if circumstances indicate impairment may have occurred.

Finite-lived identifiable intangible assets

Finite-lived intangible assets consist of trade names acquired in business combinations and are recorded at fair value. Finite-lived intangible assets are amortized using the straight-line method over the estimated economic life of the assets, which best reflects the pattern of use. Trade names are amortized over an estimated useful life of ten years. The Company’s finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or asset groups may not be recoverable. If the expected undiscounted future cash flows are less than the carrying amount of such assets or asset groups, the Company recognizes an impairment loss to the extent the carrying amount exceeds its estimated fair value

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. All accrued unpaid claims and expenses and the associated insurance recoveries are classified as short-term and long-term liabilities and assets based on when they are expected to be paid or collected.

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.

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 (income) loss in the period of change.

As of September 30, 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 September 30, 2024 is $1.2 million and recorded in accrued other 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 September 30, 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 September 30, 2024, the fair value of the Private Placement Warrants was estimated to be $0.9 million and recorded in accrued other on the condensed consolidated balance sheets. The fair value was estimated at September 30, 2024, using the Black-Scholes Option Pricing model using the following assumptions:

Expected annual dividend yield – 0.0%

Expected volatility – 33.50%

Risk-free rate of return – 3.55%

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 for the three and nine months ended September 30, 2023 represents only the period from September 21, 2023 to September 30, 2023, the period where the Company had earnings (loss) attributable to Class A Common Stockholders. Basic and diluted earnings (loss) per share for the three and nine months ended September 30, 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, Restricted Stock Units, 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 and Recently Issued Accounting Pronouncements

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 an 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.

Variable Interest Entities

9 Months Ended

Sep. 30, 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 and nine month periods ended September 30, 2024 and September 30, 2023.

The assets of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of September 30, 2024 and December 31, 2023, are as follows:


	As of September 30, 2024		As of December 31, 2023
Assets
Cash and cash equivalents	$	19,180	$	26,574
Accounts receivable	128,011		129,151
Inventories	49,266		44,569
Prepaid expenses and other current assets	6,514		895
Goodwill	9,850		—
Intangibles, net	2,476		180
Other receivables	63,824		33,809
Other assets	16,555		2,091
Total assets	$	295,676	$	237,269

The liabilities of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of September 30, 2024 and December 31, 2023, are as follows:


	As of September 30, 2024		As of December 31, 2023
Liabilities
Accounts payable	$	147,924	$	122,324
Accrued compensation and benefits	36,428		21,380
Accrued other	10,523		16,723
Other long-term liabilities	702		273
Due to AON LLC and subsidiaries, net	137,976		117,194
Total liabilities	$	333,553	$	277,894

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

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2024 and December 31, 2023, are as follows:


	As of September 30, 2024		As of December 31, 2023
Assets
Cash and cash equivalents	$	19,180	$	26,574
Accounts receivable	128,011		129,151
Inventories	49,266		44,569
Prepaid expenses and other current assets	6,514		895
Goodwill	9,850		—
Intangibles, net	2,476		180
Other receivables	63,824		33,809
Other assets	16,555		2,091
Total assets	$	295,676	$	237,269

The liabilities of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of September 30, 2024 and December 31, 2023, are as follows:


	As of September 30, 2024		As of December 31, 2023
Liabilities
Accounts payable	$	147,924	$	122,324
Accrued compensation and benefits	36,428		21,380
Accrued other	10,523		16,723
Other long-term liabilities	702		273
Due to AON LLC and subsidiaries, net	137,976		117,194
Total liabilities	$	333,553	$	277,894

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.

Business Combinations - Narrative (Details) $ in Thousands		6 Months Ended	9 Months Ended
Business Combinations - Narrative (Details) $ in Thousands	Apr. 01, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 business
Business Acquisition [Line Items]
Number of businesses acquired \| business			2
Revenue since acquisition date		$ 64,900
Central Georgia
Business Acquisition [Line Items]
Employment agreement period	5 years
Fair value of consideration transferred	$ 13,462
Business combination, consideration transferred (liabilities assumed)	13,462
Bargain purchase gain	0
Central Georgia \| Trade Names
Business Acquisition [Line Items]
Intangible assets - trade names	$ 1,300
Weighted average useful life	10 years
Hawaii
Business Acquisition [Line Items]
Business combination, consideration transferred (liabilities assumed)	$ (4,530)
Percentage of business acquired		100.00%	100.00%
Bargain purchase gain	1,040
Hawaii \| Trade Names
Business Acquisition [Line Items]
Intangible assets - trade names	$ 520
Weighted average useful life	10 years

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate (in percent)	0.00%	(1.10%)	(9.60%)	(0.80%)
Income tax expense	$ 0	$ 315,000	$ 2,570,000	$ 315,000

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Net Income (Loss) Per Share

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Basic and diluted loss per share for the three and nine months ended September 30, 2023, represents the period from September 21, 2023 to September 30, 2023, the days in the prior year periods when 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.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net loss attributable to AON Inc.	$	(1,069)	$	(1,792)	$	(5,289)	$	(1,792)
Less: Series A Preferred Cumulative Dividends	$	(1,431)	$	(133)	$	(4,166)	$	(133)
Less: Series A Preferred Deemed Dividend	$	—	$	(2,089)	$	—	$	(2,089)
Net loss attributable to Class A Common Stockholders	$	(2,500)	$	(4,014)	$	(9,455)	$	(4,014)
Less: Reallocation of net loss attributable to Class A Common Stockholders as a result of the impact and conversion of dilutive securities	$	—	$	—	$	(24,463)	$	—
Net loss attributable to Class A Common Stockholders for diluted earnings per share	$	(2,500)	$	(4,014)	$	(33,918)	$	(4,014)

Weighted-average shares for basic earnings per share	13,264,403		6,614,229		10,527,469		6,614,229

Effect of dilutive securities:
Series A Preferred Stock	—		—		—		—
Class B Common Stock	—		—		22,697,588		—
Class B Prefunded warrants	—		—		3,000,245		—
Restricted Stock Units	—		—		—		—
Weighted-average shares for diluted earnings per share	13,264,403		6,614,229		36,225,302		6,614,229

Basic loss per share of Class A Common Stock	$	(0.19)	$	(0.61)	$	(0.90)	$	(0.61)
Dilutive loss per share of Class A Common Stock	$	(0.19)	$	(0.61)	$	(0.94)	$	(0.61)

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share for the periods 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.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Series A Preferred Stock	7,217,540	6,651,610	7,217,540	6,651,610
Class B Common Stock	20,445,123	25,109,551	—	25,109,551
Class B Prefunded Warrants	3,000,245	3,000,245	—	3,000,245
Public and Private Warrants	14,450,833	14,450,833	14,450,833	14,450,833
Restricted Stock Units	2,053,365	—	2,053,365	—

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

Sep. 30, 2024

Dec. 31, 2023

Shares outstanding (in shares)

6,652,000

Treasury stock, common, shares (in shares)

122,743

14,729

Operating lease right-of-use assets

^[1]

$ 45,694,000

$ 43,349,000

^[2]

155,494,000

127,645,000

^[3]

7,308,000

6,692,000

Operating lease right-of-use assets

^[4]

43,681,000

39,803,000

Related Party

14,963,000

10,931,000

143,658,000

120,857,000

3,732,000

1,888,000

Par value (dollars per share)

$ 9,842,000

$ 9,472,000

Series A Preferred Stock

$ 0.0001

Shares authorized (shares)

7,500,000

Shares issued (in shares)

6,651,610

Shares outstanding (in shares)

6,651,610

Liquidation preference

$ 72,175,398

$ 68,009,015

Class A Common Stock

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)

16,177,647

9,517,816

Common stock, shares outstanding (in shares)

16,177,647

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)

20,445,123

25,109,551

Common stock, shares outstanding (in shares)

20,445,123

25,109,551

[1]	Includes related party operating right-of-use assets, net of $14,963 and $10,931 at September 30, 2024 and December 31, 2023, respectively
[2]	Includes amounts due to related party of $143,658 and $120,857 at September 30, 2024 and December 31, 2023, respectively
[3]	Includes related party current portion of operating lease liabilities of $3,732 and $1,888 at September 30, 2024 and December 31, 2023, respectively
[4]	Includes related party long-term operating lease liabilities of $9,842 and $9,472 at September 30, 2024 and December 31, 2023, respectively

Marketable Securities - Schedule of Marketable Securities Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	$ 19,432	$ 28,539
Gross Unrealized Gains		402
Gross Unrealized Losses		(9)
Estimated Fair Value	0	35,389
Cash and cash equivalents and available-for-sale securities, amortized cost		64,312
Cash and cash equivalents and marketable securities, aggregate fair value		64,705
Level 1:
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	18,997	29,316
Cash and cash equivalents, estimated fair value	18,997	29,316
Level 1: \| Overnight repurchase agreements
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	18,773	28,593
Cash and cash equivalents, estimated fair value	18,773	28,593
Level 1: \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	224	723
Cash and cash equivalents, estimated fair value	$ 224	723
Level 2:
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost		34,996
Gross Unrealized Gains		402
Gross Unrealized Losses		(9)
Estimated Fair Value		35,389
Level 2: \| Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost		13,678
Gross Unrealized Gains		191
Gross Unrealized Losses		(9)
Estimated Fair Value		13,860
Level 2: \| U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost		21,318
Gross Unrealized Gains		211
Gross Unrealized Losses		0
Estimated Fair Value		$ 21,529

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Revenue

Total revenue

$ 470,279,000

$ 336,305,000

$ 1,268,600,000

$ 955,003,000

Costs and expenses

General and administrative expenses

^[1]

433,746,000

310,894,000

1,193,283,000

880,827,000

^[2]

34,738,000

25,199,000

99,753,000

72,831,000

Transaction expenses

194,000

24,603,000

1,210,000

29,886,000

Total costs and expenses

468,678,000

360,696,000

1,294,246,000

983,544,000

Income (loss) from operations

1,601,000

(24,391,000)

(25,646,000)

(28,541,000)

Other income (expense)

Interest expense

(1,874,000)

(1,532,000)

(5,470,000)

(4,500,000)

Interest income

637,000

373,000

2,455,000

499,000

Other (expense) income, net

(1,924,000)

(3,309,000)

1,715,000

(7,689,000)

Loss before income taxes, equity loss in affiliate, and noncontrolling interest

(1,560,000)

(28,859,000)

(26,946,000)

(40,231,000)

Income tax expense

315,000

2,570,000

315,000

Loss before equity in affiliate and noncontrolling interest

(1,560,000)

(29,174,000)

(29,516,000)

(40,546,000)

Equity in income (loss) of affiliate

283,000

(31,000)

153,000

(251,000)

Net loss before noncontrolling interest

(1,277,000)

(29,205,000)

(29,363,000)

(40,797,000)

Net income attributable to noncontrolling interest

680,000

389,000

Net loss before redeemable noncontrolling interest

(1,957,000)

(29,205,000)

(29,752,000)

(40,797,000)

Net loss and noncontrolling interest attributable to Legacy AON Stockholders prior to the reverse recapitalization

(15,489,000)

(27,081,000)

Net loss attributable to redeemable noncontrolling interest

(888,000)

(11,924,000)

(24,463,000)

(11,924,000)

Net income (loss) attributable to AON Inc, basic

(1,069,000)

(1,792,000)

(5,289,000)

(1,792,000)

Net income (loss) attributable to AON Inc, diluted

(1,069,000)

(1,792,000)

(5,289,000)

(1,792,000)

Less: Series A Preferred Cumulative Dividends

(1,431,000)

(133,000)

(4,166,000)

(133,000)

Less: Series A Preferred Deemed Dividend

(2,089,000)

Net loss attributable to Class A Common Stockholders

(2,500,000)

(4,014,000)

(9,455,000)

(4,014,000)

Reallocation of net loss attributable to Class A Common Stockholders as a result of the impact and conversion of dilutive securities

(24,463,000)

Net loss attributable to Class A Common Stockholders for diluted earnings per share

$ (2,500,000)

$ (4,014,000)

$ (33,918,000)

$ (4,014,000)

Loss per share of Class A Common Stock:

Basic (in dollars per share)

$ (190)

$ (0.61)

$ (900)

$ (0.61)

Diluted (in dollars per share)

$ (190)

$ (0.61)

$ (940)

$ (0.61)

Weighted average shares of Class A Common Stock Outstanding:

Basic (in shares)

13,264,403

6,614,229

10,527,469

6,614,229

Diluted (in shares)

13,264,403

6,614,229

36,225,302

6,614,229

Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities

$ 0

$ 102,000

$ (189,000)

$ 190,000

Other comprehensive gain (loss)

102,000

(189,000)

190,000

Comprehensive loss

(1,957,000)

(29,103,000)

(29,941,000)

(40,607,000)

Other comprehensive loss attributable to Legacy AON Shareholders

(15,398,000)

(26,902,000)

Other comprehensive loss attributable to noncontrolling interests

(888,000)

(11,915,000)

(24,596,000)

(11,915,000)

Total comprehensive loss attributable to AON Inc.

(1,069,000)

(1,790,000)

(5,345,000)

(1,790,000)

Patient service revenue, net

Revenue

Total revenue

465,474,000

332,195,000

1,258,732,000

945,681,000

Other revenue

Revenue

Total revenue

$ 4,805,000

$ 4,110,000

$ 9,868,000

$ 9,322,000

[1]	Includes related party inventory expense of $399,848 and $271,790 and $1,076,092 and $777,478 for the three and nine months ended September 30, 2024 and 2023, respectively.
[2]	Includes related party rent of $637 and $679 and $2,015 and $2,037 for the three and nine months ended September 30, 2024 and 2023, respectively.

Variable Interest Entities - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 19,432	$ 28,539
Inventories	49,266	44,569
Goodwill	10,900	1,230
Intangibles, net	2,476	0
Other assets	18,813	7,588
Total assets	394,811	374,453
Liabilities
Other long-term liabilities	9,551	14,251
Total liabilities	340,722	303,740
Variable Interest Entity, Primary Beneficiary
Assets
Cash and cash equivalents	19,180	26,574
Accounts receivable	128,011	129,151
Inventories	49,266	44,569
Prepaid expenses and other current assets	6,514	895
Goodwill	9,850	0
Intangibles, net	2,476	180
Other receivables	63,824	33,809
Other assets	16,555	2,091
Total assets	295,676	237,269
Liabilities
Accounts payable	147,924	122,324
Accrued compensation and benefits	36,428	21,380
Accrued other	10,523	16,723
Other long-term liabilities	702	273
Due to AON LLC and subsidiaries, net	137,976	117,194
Total liabilities	$ 333,553	$ 277,894

Business Combinations (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary amounts of the assets acquired and consideration transferred recognized on respective acquisition dates.


	Central Georgia		Hawaii
Consideration
Cash	$	6,912	$	—
Seller note	6,550		—
Debt assumed	—		(4,530)
Fair value of consideration transferred	13,462		(4,530)

Estimated fair values of identifiable assets acquired and liabilities assumed:
Cash	$	—	$	200
Patient accounts receivable	—		3,183
Inventories	2,312		159
Prepaid expenses and other current assets	—		58
Property and equipment	—		223
Other assets	—		202
Intangible assets - trade names	1,300		520
Right of use asset - operating	3,159		2,711
Goodwill	9,850		—
Total assets acquired	$	16,621	$	7,256
Account Payable	—		1,453
Accrued compensation related costs	—		544
Accrued other	—		733
Income taxes payable	—		452
Operating lease liability - current portion	189		375
Deferred income taxes	—		324
Note payable	—		4,530
Operating lease liability - long-term	2,970		2,335
Total liabilities acquired	3,159		10,745
Net assets (liabilities) acquired	$	13,462	$	(3,489)

Bargain purchase gain	$	—	$	(1,040)

Schedule of Pro Forma Information

Thus, the required pro-forma financial disclosures related to net income are not presented herein.


Pro Forma
	Three Months Ended September 30,		Nine months ended September 30,
	2023		2024		2023

Revenue	$	364,896	$	1,297,191	$	1,040,777

Leases - Narrative (Details)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term for operating leases (in years)	6 years 9 months 3 days	6 years 11 months 4 days
Weighted-average remaining lease term for finance leases (in years)	4 years 1 month 2 days	4 years 9 months 3 days
Weighted-average discount rate for operating leases (in percent)	6.69%	6.64%
Weighted-average discount rate for finance leases (in percent)	6.39%	6.30%

Related Parties (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Related Party Transactions


	As of September 30, 2024		As of December 31, 2023		Original Principal		Issue Date	Maturity Date
Notes receivable
Note 2*	$	157	$	656	$	5,355	5/1/2019	4/30/2024
Note 3	-		17		491		6/1/2019	5/31/2024
Note 8	1,640		2,081		2,816		5/1/2020	5/1/2025
Note 10	310		-		310		7/12/2024	7/12/2029
Note 11	250		-		250		9/20/2024	9/20/2029
Total notes receivables	2,357		2,754
Less: Current portion of notes receivable	(1,980)		(1,604)
Notes receivable, less current portion	$	377	$	1,150

*The Company is in the process of extending maturity date for this note.

Equity - Schedule of Changes in Units (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Class A Common Stock
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period	$ 7,725,000	$ 7,725,000
Issuance of Units	0	0
Impact of the Reverse Recapitalization	(7,725,000)	(7,725,000)
End of Period	$ 0	$ 0
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units)	19,495,376	19,495,376
Issuance of units (in units)	0	0
Impact of the Reverse Recapitalization (in units)	(19,495,376)	(19,495,376)
Ending balance (in units)	0	0
Common Class A-1
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period	$ 31,040,000	$ 28,500,000
Issuance of Units	7,185,000	9,725,000
Impact of the Reverse Recapitalization	(38,225,000)	(38,225,000)
Impact of Derivative liability on Class A-1 anti-dilution feature	0	0
End of Period	$ 0	$ 0
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units)	2,281,696	1,842,520
Issuance of units (in units)	718,549	1,157,725
Impact of the Reverse Recapitalization (in units)	(3,000,245)	(3,000,245)
Distribution (in units)	0	0
Ending balance (in units)	0	0
Class B Common Stock
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period	$ 80,000	$ 80,000
Issuance of Units	10,000	10,000
Impact of the Reverse Recapitalization	(90,000)	(90,000)
End of Period	$ 0	$ 0
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units)	4,703,628	4,703,628
Issuance of units (in units)	910,548	910,548
Impact of the Reverse Recapitalization (in units)	(5,614,176)	(5,614,176)
Ending balance (in units)	0	0

Redeemable Noncontrolling Interest - Schedule of Ownership (Details) - AON LLC	9 Months Ended
	Sep. 30, 2024 shares
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance (in units)	41,439,847
Issuances (in units)	2,122,132
Repurchases (in units)	(126,728)
Redemptions (in units)	0
Total Units Issued (in units)	43,435,251
Ending balance (in units)	43,435,251
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)	2,122,132
Repurchases (in units)	(126,728)
Redemptions (in units)	4,664,428
Total Units Issued (in units)	19,989,883
Ending balance (in units)	19,989,883
Allocation of income to controlling and noncontrolling interests (in percent)	0.460
Allocation of losses to controlling and noncontrolling interests (in percent)	0.363
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)	(4,664,428)
Total Units Issued (in units)	23,445,368
Ending balance (in units)	23,445,368
Allocation of income to controlling and noncontrolling interests (in percent)	0.540
Allocation of losses to controlling and noncontrolling interests (in percent)	0.637

Business Combinations - Schedule of Business Acquisition, Pro forma Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Revenue	$ 364,896	$ 1,297,191	$ 1,040,777

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 12, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-04177
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
Title of 12(b) Security	None
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
Central Index Key	0001839998
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Document Fiscal Year End Date	--12-31
Amendment Flag	false
Common Class A
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		29,923,876
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		14,867,850

Equity-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity-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 September 30, 2024, 1,143,190 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 4,746,521 Restricted Stock Units (“RSUs”) to employees during the nine months ended September 30, 2024.

A summary of the RSU activity during the nine month period ending September 30, 2024 is as follows:


	Nine Months Ended September 30, 2024
	Restricted Stock Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	—	$	—
Granted	4,746,521	$	4.83
Vested	(2,382,730)	$	5.47
Forfeited/Cancelled	(33,714)	$	—
Outstanding as of June 30, 2024	2,330,077	$	4.16

The Company recognized $1.5 million and $16.1 million in stock-based compensation expense related to outstanding RSUs during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2024, there was approximately $6.2 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of approximately 1.64 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.

Net Income (Loss) Per Share - Calculation Of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss attributable to AON Inc. for basic earnings per share	$ (1,069)	$ (1,792)	$ (5,289)	$ (1,792)
Net loss attributable to AON Inc. for diluted earnings per share	(1,069)	(1,792)	(5,289)	(1,792)
Less: Series A Preferred Cumulative Dividends	(1,431)	(133)	(4,166)	(133)
Less: Series A Preferred Deemed Dividend	0	(2,089)	0	(2,089)
Net loss attributable to Class A Common Stockholders	(2,500)	(4,014)	(9,455)	(4,014)
Reallocation of net loss attributable to Class A Common Stockholders as a result of the impact and conversion of dilutive securities	0	0	(24,463)	0
Net loss attributable to Class A Common Stockholders for diluted earnings per share	$ (2,500)	$ (4,014)	$ (33,918)	$ (4,014)
Weighted average shares for basic earnings per share (in shares)	13,264,403	6,614,229	10,527,469	6,614,229
Effect of dilutive securities:
Weighted-average shares for diluted earnings per share (in shares)	13,264,403	6,614,229	36,225,302	6,614,229
Earnings Per Share
Basic loss per share of Class A Common Stock (in dollars per share)	$ (190)	$ (0.61)	$ (900)	$ (0.61)
Dilutive loss per share of Class A Common Stock (in dollars per share)	$ (190)	$ (0.61)	$ (940)	$ (0.61)
Series A Preferred Stock
Effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	0	0	0
Class B Common Stock
Effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	0	22,697,588	0
Class B Prefunded Warrants
Effect of dilutive securities:
Class B Prefunded warrants	0	0	3,000,245	0
Restricted Stock Units
Effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	0	0	0	0
Common Class A
Earnings Per Share
Basic loss per share of Class A Common Stock (in dollars per share)	$ (0.19)	$ (0.61)	$ (0.90)	$ (0.61)
Dilutive loss per share of Class A Common Stock (in dollars per share)	$ (0.19)	$ (0.61)	$ (0.94)	$ (0.61)

Long-term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long-term Debt

Debt consisted of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
PNC Facility	$	81,250	$	81,250
Notes payable	10,192		—
Total	91,442		81,250
Unamortized debt issuance costs	—		(609)
Less current portion	(3,809)		—
Total debt	$	87,633	$	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 September 30, 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, 2025 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 September 30, 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.

On September 11, 2024, the Company also entered into Amendment No. 9 (“Amendment 9”) to its PNC Loan Facility to modify certain definitions and expand upon “Unlisted Accounts” which allowed collections received into unlisted accounts to be eligible receivables of pool balance at the end of every month up to a certain threshold. The effective date of Amendment 9 was September 11, 2024.

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 September 30, 2024, the Company was in compliance with all financial and nonfinancial debt covenants as required by both loan agreements.

Notes Payable

As a result of the acquisition of HCC, the Company assumed a note payable with a face value of $4.7 million and fair value of $4.5 million. A payment of $1.0 million was made upon closing of the acquisition on April 1, 2024 with the remaining payments being due in 18 monthly installments of $0.2 million representing principal and interest at the Company’s variable cost of borrowing. As of September 30, 2024, $2.5 million of the note is included within current portion of long-term debt on the condensed consolidated balance sheet and $0.1 million is included within long-term debt, net.

Additionally, the Company entered into a note to the CGCC Shareholders with a face value of $6.4 million and fair value of $6.5 million. The note is payable in 60 installments of $0.1 million and bears interest at the Company’s variable cost of borrowing. As of September 30, 2024, $1.3 million of the note is included within current portion of long-term debt on the condensed consolidated balance sheets and $4.8 million is included within long-term debt, net.

Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2024

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

Legacy AON Shareholders own 23,445,368 AON LLC Common Units, equal to a 63.7% of the economic interest in AON LLC as of September 30, 2024. Legacy AON Shareholders Common Units are comprised of 20,445,123 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 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. After each redemption, AON LLC equity attributable to New AON and the Legacy AON Shareholders is adjusted to reflect New AON’s and the Legacy AON Shareholders’ ownership in AON LLC.

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 controlling shareholders control redemption of the shares, 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 September 30, 2024, the redeemable noncontrolling interest was recorded based on its redemption value of $91.7 million which represented a decrease of $75.3 million from its redemption value as of December 31, 2023. This measurement adjustment decreased retained deficit by $63.6 million. Each time a change of interest occurs, AON LLC equity attributable to AON Inc. and the Legacy AON Shareholders is rebalanced to reflect the changes in AON Inc.’s and the Legacy AON Shareholder’s ownership in AON LLC that occurred throughout the period.

The following table summarizes the economic ownership of AON LLC, for the period beginning December 31, 2023 and ending September 30, 2024.


	Period beginning December 31, 2023 and ending September 30, 2024
	AON LLC Units
	AON Inc.		Legacy AON Shareholders		Total
Beginning of Period	13,330,051		28,109,796		41,439,847
Issuances	2,122,132		—		2,122,132
Repurchases	(126,728)		—		(126,728)
Redemptions	4,664,428		(4,664,428)		—
Total Units Issued	19,989,883		23,445,368		43,435,251
End of Period	19,989,883		23,445,368		43,435,251
Allocation of income to controlling and noncontrolling interests	46.0	%	54.0	%	100	%
Allocation of losses to controlling and noncontrolling interests (1)	36.3	%	63.7	%	100	%

Supplemental Condensed Balance Sheet Information - Schedule of Accrued Other (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Refund liability	$ 8,147	$ 15,078
Warrant liability	2,023	0
Excise taxes payable	2,700	2,700
Less: current portion of lease liabilities	1,271	1,189
Other	3,308	3,360
Accrued other	$ 17,449	$ 22,327
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued other	Accrued other

Related Parties - Notes Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 20, 2024	Jul. 12, 2024	Dec. 31, 2023	May 01, 2020	Jun. 01, 2019	May 01, 2019
Related Party Transaction [Line Items]
Total notes receivables	$ 2,357			$ 2,754
Less: Current portion of notes receivable	(1,980)			(1,604)
Notes receivable - related parties	377			1,150
Note 2*
Related Party Transaction [Line Items]
Total notes receivables	157			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	1,640			2,081
Original Principal					$ 2,816
Note 10
Related Party Transaction [Line Items]
Total notes receivables	310			0
Original Principal			$ 310
Note 11
Related Party Transaction [Line Items]
Total notes receivables	$ 250			$ 0
Original Principal		$ 250

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

General and administrative expenses

^[1]

$ 433,746

$ 310,894

$ 1,193,283

$ 880,827

^[2]

34,738

25,199

99,753

72,831

Related Party

General and administrative expenses

399,848

271,790

1,076,092

777,478

$ 637

$ 679

$ 2,015

$ 2,037

[1]	Includes related party inventory expense of $399,848 and $271,790 and $1,076,092 and $777,478 for the three and nine months ended September 30, 2024 and 2023, respectively.
[2]	Includes related party rent of $637 and $679 and $2,015 and $2,037 for the three and nine months ended September 30, 2024 and 2023, respectively.

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

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Subsequent Events (Details) $ / shares in Units, $ in Thousands				2 Months Ended
	Nov. 12, 2024 USD ($) $ / shares shares	Oct. 04, 2024 $ / shares shares	Sep. 20, 2023 shares	Oct. 31, 2024 location
Common Class A
Subsequent Event [Line Items]
Shares issued (in shares)			1,047,343
Subsequent Event \| Hurricane \| Florida, Georgia and North Carolina
Subsequent Event [Line Items]
Number of clinic closures \| location				10
Subsequent Event \| Equity Financing
Subsequent Event [Line Items]
Number of shares issued (in shares)	8,500,000
Gross proceeds \| $	$ 51,000
Price per share (in dollars per share) \| $ / shares	$ 6.00
AON LLC \| Subsequent Event \| AEA Growth Management LP
Subsequent Event [Line Items]
Common unit purchased (in units)		5,407,155
Common unit, purchase price per unit (in dollars per share) \| $ / shares		$ 4.00
Common unit, units converted (in units)		5,407,155
AON Inc. \| Subsequent Event \| AEA Growth Management LP \| Common Class A
Subsequent Event [Line Items]
Shares issued (in shares)		2,809,338
AEA Parties \| Subsequent Event \| AON Inc.
Subsequent Event [Line Items]
Outstanding voting power owned		30.00%
AEA Parties \| Subsequent Event \| AON Inc. \| Minimum
Subsequent Event [Line Items]
Threshold voting percentage		40.00%
The Investor \| Subsequent Event \| AON Inc. \| Minimum
Subsequent Event [Line Items]
Threshold voting percentage	10.00%

Business Combinations - Summary of Fair Value of Assets Acquired and Liabilities Assumed as Part of the Acquisition (Details) - USD ($) $ in Thousands	Apr. 01, 2024	Sep. 30, 2024	Dec. 31, 2023
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Goodwill		$ 10,900	$ 1,230
Central Georgia
Business Acquisition [Line Items]
Cash	$ 6,912
Seller note	6,550
Debt assumed	0
Fair value of consideration transferred	13,462
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Cash	0
Patient accounts receivable	0
Inventories	2,312
Prepaid expenses and other current assets	0
Property and equipment	0
Other assets	0
Right of use asset - operating	3,159
Goodwill	9,850
Total assets acquired	16,621
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Account Payable	0
Accrued compensation related costs	0
Accrued other	0
Income taxes payable	0
Operating lease liability - current portion	189
Deferred income taxes	0
Note payable	0
Operating lease liability - long-term	2,970
Total liabilities acquired	3,159
Net assets (liabilities) acquired	13,462
Bargain purchase gain	0
Central Georgia \| Trade Names
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Intangible assets - trade names	1,300
Hawaii
Business Acquisition [Line Items]
Cash	0
Seller note	0
Debt assumed	(4,530)
Fair value of consideration transferred	(4,530)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Cash	200
Patient accounts receivable	3,183
Inventories	159
Prepaid expenses and other current assets	58
Property and equipment	223
Other assets	202
Right of use asset - operating	2,711
Goodwill	0
Total assets acquired	7,256
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Account Payable	1,453
Accrued compensation related costs	544
Accrued other	733
Income taxes payable	452
Operating lease liability - current portion	375
Deferred income taxes	324
Note payable	4,530
Operating lease liability - long-term	2,335
Total liabilities acquired	10,745
Net assets (liabilities) acquired	(3,489)
Bargain purchase gain	(1,040)
Hawaii \| Trade Names
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Intangible assets - trade names	$ 520

Label	Element	Value
Noncash Consideration Paid by Assumption of Note for Purchase of Physician Practice	aonc_NoncashConsiderationPaidByAssumptionOfNoteForPurchaseOfPhysicianPractice	$ (4,530,000)

Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total	$ 91,442	$ 81,250
Unamortized debt issuance costs	0	(609)
Less current portion	(3,809)	0
Total debt	87,633	80,641
Notes payable
Debt Instrument [Line Items]
Total	10,192	0
PNC Loan Facility \| Line of Credit
Debt Instrument [Line Items]
Total	$ 81,250	$ 81,250

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.

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-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

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

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

Lessee, Assets And Liabilities

Reverse Recapitalization - Schedule of Historical Cost (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Reverse Recapitalization [Abstract]
Cash and cash equivalents	$ 1,493
Current Liabilities	(13,295)
Long Term Liabilities	(6,791)
Total Net Liabilities	$ (18,593)

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Right-of-use assets and lease liabilities consist of the following at September 30, 2024 and December 31, 2023:


	As of September 30, 2024		As of December 31, 2023
Assets
Operating lease right-of-use assets, net	$	45,694	$	43,349
Finance lease right-of-use assets, net (included in property and equipment, net)	5,053		5,794
Total right-of-use assets	$	50,747	$	49,143

Liabilities
Current
Current portion of operating lease liabilities	$	7,308	$	6,692
Current portion of finance lease liabilities (included in accrued other)	1,271		1,189
Long-term	8,579		7,881
Long-term operating lease liabilities	43,681		39,803
Long-term finance lease liabilities (included in other long-term liabilities)	3,684		4,548
Total lease liabilities	$	55,944	$	52,232

Lease, Cost


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease costs	$	3,122	$	2,820	$	8,895	$	8,361
Finance lease costs
Amortization of finance lease right-of-use assets	289		122		860		354
Interest on finance lease liabilities (included in interest expense)	80		35		250		79
Variable lease costs	729		560		1,958		1,742
Total lease costs	$	4,220	$	3,537	$	11,963	$	10,536

The cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2024 and 2023 is as follows:


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,534	$	7,678
Operating cash flows from finance leases	250		79
Financing cash flows from finance leases	901		387
ROU assets obtained in exchange for new operating lease liabilities	10,265		9,862
ROU assets obtained in exchange for new finance lease liabilities	120		1,103

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


	Operating Leases		Finance Leases
2024 (remainder of year after September 30, 2024)	$	1,662	$	386
2025	11,686		1,523
2026	11,320		1,285
2027	10,109		1,220
2028	7,820		948
Thereafter	23,288		262
Total lease payments	65,885		5,624
Less: amount representing interest	(14,896)		(669)
Present value of lease liabilities	50,989		4,955
Less: current portion of lease liabilities	(7,308)		(1,271)
Long-term lease liabilities, net of current portion	$	43,681	$	3,684

Finance Lease, Liability, to be Paid, Maturity


	Operating Leases		Finance Leases
2024 (remainder of year after September 30, 2024)	$	1,662	$	386
2025	11,686		1,523
2026	11,320		1,285
2027	10,109		1,220
2028	7,820		948
Thereafter	23,288		262
Total lease payments	65,885		5,624
Less: amount representing interest	(14,896)		(669)
Present value of lease liabilities	50,989		4,955
Less: current portion of lease liabilities	(7,308)		(1,271)
Long-term lease liabilities, net of current portion	$	43,681	$	3,684

Marketable Securities (Tables)

9 Months Ended

Sep. 30, 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 and cash equivalents:


	As of September 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	18,773	$	-	$	-	$	18,773
Money market funds	224		-		-		224
Level 1 total	$	18,997	$	—	$	—	$	18,997


	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 condensed consolidated balance sheets at September 30, 2024 and December 31, 2023.

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

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

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-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

Cash and cash equivalents

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

Sep. 30, 2024

Dec. 31, 2023

Current assets

$ 19,432

$ 28,539

Short-term marketable securities

35,389

Patient accounts receivable, net

128,011

129,151

Prepaid expenses and other current assets

49,266

44,569

Other receivables

63,153

34,274

9,388

4,277

Current portion of notes receivable - related parties

1,980

1,604

Total current assets

271,230

277,803

Property and equipment, net

45,321

40,439

Operating lease right-of-use assets, net

^[1]

45,694

43,349

Notes receivable - related parties

377

1,150

Goodwill

10,900

1,230

Intangibles, net

2,476

Deferred tax asset, net

2,894

Other assets

18,813

7,588

Total assets

394,811

374,453

Current liabilities

Accrued compensation related costs

^[2]

155,494

127,645

14,826

11,410

Accrued other

17,449

22,327

Income tax payable

971

Current portion of long-term debt

^[3]

7,308

6,692

3,809

Total current liabilities

199,857

169,045

Long-term debt, net

87,633

80,641

Other long-term liabilities

^[4]

43,681

39,803

9,551

14,251

Total liabilities

340,722

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 September 30, 2024 and December 31, 2023, with an aggregate liquidation preference of $72,175,398 and $68,009,015 at September 30, 2024 and December 31, 2023, respectively.

64,986

Redeemable noncontrolling interest

^[5]

91,731

167,025

Stockholders' equity

Additional paid-in capital

Treasury stock, at cost, 122,743 shares at September 30, 2024 and 14,729 shares at December 31, 2023

(368)

Accumulated other comprehensive income

Retained deficit

(103,488)

(161,812)

Total AON stockholders' deficit

(103,826)

(161,727)

Noncontrolling interest

1,198

429

Total deficit

(102,628)

(161,298)

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

394,811

374,453

Class A Common Stock

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 $14,963 and $10,931 at September 30, 2024 and December 31, 2023, respectively
[2]	Includes amounts due to related party of $143,658 and $120,857 at September 30, 2024 and December 31, 2023, respectively
[3]	Includes related party current portion of operating lease liabilities of $3,732 and $1,888 at September 30, 2024 and December 31, 2023, respectively
[4]	Includes related party long-term operating lease liabilities of $9,842 and $9,472 at September 30, 2024 and December 31, 2023, respectively
[5]	The acronyms in the table above are defined as follows: APIC - Accumulated paid in capital AOCI - Accumulated other comprehensive income NCI - Mezzanine equity classified noncontrolling interest

Basis of Presentation and Significant Accounting Policies (Details)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

21 Months Ended

Sep. 30, 2023

May 31, 2023

USD ($)

Jan. 31, 2023

USD ($)

Sep. 30, 2024

USD ($)

$ / shares

Sep. 30, 2023

USD ($)

$ / shares

Jun. 30, 2023

USD ($)

Sep. 30, 2024

USD ($)

segment

reporting_unit

$ / shares

Sep. 30, 2023

USD ($)

$ / shares

Sep. 20, 2023

USD ($)

Dec. 31, 2023

USD ($)

Sep. 30, 2024

USD ($)

Description Of Business And Significant Accounting Policies [Line Items]

Net income (loss) attributable to common shareholders

2,524,000

$ 1,100

$ 1,700

$ (5,300)

$ 1,700

Net Income attributable to Legacy AON shareholders

(888)

^[1]

11,924

^[1]

(24,463)

^[1]

11,924

^[2]

15,489

$ 0

27,081

$ 27,000

Number of operating segments | segment

Number of reportable segments | segment

Revenue, performance obligation, amount

$ 0

Revenue

470,279

$ 336,305

1,268,600

$ 955,003

Offering costs

$ 800

Shares repurchased (in shares) | shares

126,728

14,729

141,457

Cost of shares repurchased (less than)

400

$ 400

$ 100

Number of reporting units | reporting_unit

Fair value of warrants

$ 2,023

$ 0

$ 2,023

Number of securities called by each warrant (in shares) | shares

Reverse recapitalization, equity conversion ratio

Earnings (loss) per unit, basic (in usd per share) | $ / shares

$ (190)

$ (0.61)

$ (900)

$ (0.61)

Earnings (loss) per unit, diluted (in usd per share) | $ / shares

$ (190)

$ (0.61)

$ (940)

$ (0.61)

Accrued dividend rate (in percent)

8.00%

Trade Names

Description Of Business And Significant Accounting Policies [Line Items]

Finite-lived intangible asset, useful life (in years)

10 years

Participating Threshold, 1

Description Of Business And Significant Accounting Policies [Line Items]

Participating Threshold, 2

2,524,000

Description Of Business And Significant Accounting Policies [Line Items]

Participating Threshold, 3

2,453,000

Description Of Business And Significant Accounting Policies [Line Items]

Description Of Business And Significant Accounting Policies [Line Items]

1,976,000

AON LLC

Reverse recapitalization, equity conversion ratio

AON LLC | Series A Preferred Stock

Description Of Business And Significant Accounting Policies [Line Items]

Description Of Business And Significant Accounting Policies [Line Items]

2,705,000

Preferred Class A

Accrued dividend rate (in percent)

8.00%

Public Warrant

Description Of Business And Significant Accounting Policies [Line Items]

Fair value of warrants

$ 1,200

Private Placement Warrants

Description Of Business And Significant Accounting Policies [Line Items]

Fair value of warrants

$ 900

Private Placement Warrants | Measurement Input, Expected Dividend Rate

Description Of Business And Significant Accounting Policies [Line Items]

Private Placement Warrants | Measurement Input, Price Volatility

0.000

Description Of Business And Significant Accounting Policies [Line Items]

Private Placement Warrants | Measurement Input, Risk Free Interest Rate

0.3350

Description Of Business And Significant Accounting Policies [Line Items]

Private Placement Warrants | Measurement Input, Expected Term

0.0355

Description Of Business And Significant Accounting Policies [Line Items]

Professional Malpractice Liability Insurance

Description Of Business And Significant Accounting Policies [Line Items]

Malpractice insurance, coverage per claim

$ 1,000

Malpractice insurance, limit per policy period

3,000

Directors and Officers Liability Insurance

Description Of Business And Significant Accounting Policies [Line Items]

Malpractice insurance, coverage per claim

2,000

Malpractice insurance, limit per policy period

4,000

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

$ 315,300

$ 242,500

860,900

$ 687,400

Clinical Trials

Description Of Business And Significant Accounting Policies [Line Items]

Revenue

$ 0

$ 2,200

$ 500

$ 3,700

AON LLC | AON Inc.

Description Of Business And Significant Accounting Policies [Line Items]

Allocation of income to controlling and noncontrolling interests (in percent)

36.10%

19.00%

29.00%

19.00%

AON LLC | Legacy AON Shareholders

Description Of Business And Significant Accounting Policies [Line Items]

Allocation of income to controlling and noncontrolling interests (in percent)

81.00%

63.90%

71.00%

100.00%

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

[1]	The acronyms in the table above are defined as follows: APIC - Accumulated paid in capital AOCI - Accumulated other comprehensive income NCI - Mezzanine equity classified noncontrolling interest
[2]	The acronyms in the table above are defined as follows: APIC - Accumulated paid in capital AOCI - Accumulated other comprehensive income NCI - Mezzanine equity classified noncontrolling interest

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Activity

A summary of the RSU activity during the nine month period ending September 30, 2024 is as follows:


	Nine Months Ended September 30, 2024
	Restricted Stock Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	—	$	—
Granted	4,746,521	$	4.83
Vested	(2,382,730)	$	5.47
Forfeited/Cancelled	(33,714)	$	—
Outstanding as of June 30, 2024	2,330,077	$	4.16

Equity-Based Compensation - Narrative (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) shares
Employee Stock \| 2023 Incentive Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized (in shares)	5,300,000	5,300,000
Percentage of outstanding stock maximum (in percent)		5.00%
Number of shares available for grant (in shares)	1,143,190	1,143,190
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)		4,746,521
Stock compensation expense \| $	$ 1.5	$ 16.1
Unrecognized compensation expense \| $	$ 6.2	$ 6.2
Cost not yet recognized, period for recognition (in years)		1 year 7 months 20 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

Variable Interest Entities - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	May 31, 2023	Jun. 30, 2023	Sep. 30, 2024
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%

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.

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Combinations

9 Months Ended

Sep. 30, 2024

Business Combinations

2024 Acquisitions

During the nine months ended September 30, 2024, the Company closed on two business combinations (the “Transactions”), allowing the Company to expand its domestic reach related to its comprehensive oncology and practice management services.

For the acquisition of the clinical practices, the Company applied the acquisition method of accounting, where the total purchase price was allocated, or preliminarily allocated, to the tangible and intangible assets acquired and liabilities assumed, based on their fair values as of the acquisition dates.

Central Georgia Practice Acquisition

On April 1, 2024 ("Central Georgia Acquisition Date"), AOMC acquired certain non-clinical assets of Central Georgia Cancer Care, P.C., (the “Central Georgia Practice” or “CGCC”) from the CGCC Shareholders. In addition, AOP acquired certain clinical assets of the Central Georgia Practice from the CGCC Shareholders. In conjunction with the acquisition, AOP entered into Physician Employment Agreements with the selling CGCC Shareholders covering an initial period of five years. Intangible assets were recognized pursuant to the acquisition in the form of trade names of $1,300 with an amortization period of 10 years. The Company transferred total consideration of $13,462.

The Central Georgia Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

Hawaii Practice Acquisition

On April 1, 2024 ("Hawaii Acquisition Date"), AOMC acquired certain non-clinical assets of Hawaii Cancer Care, Inc. (the “Hawaii Practice” or “HCC”) from the HCC Shareholders. In addition, American Oncology Partners of Hawaii, LLC (“AOPH”), a wholly owned subsidiary of AOP, acquired certain clinical assets of the Hawaii Practice from the HCC Shareholders. In conjunction with the acquisition, AOP entered into Physician Employment Agreements with the HCC Shareholders. Intangible assets were recognized pursuant to the acquisition in the form of trade names of $520 with an amortization period of 10 years. The Company transferred total consideration of $(4,530).

The Hawaii Practice Acquisition was determined to constitute a business combination in accordance with ASC 805.

In connection with each of the Transactions, the Company acquired 100% of both the clinical and nonclinical assets of the respective seller. The clinical assets, acquired by AON Partners, primarily consist of medical supplies and drugs. Nonclinical assets, acquired by AOMC, primarily consist of tangible fixed assets and equipment. The following table summarizes the preliminary amounts of the assets acquired and consideration transferred recognized on respective acquisition dates.


	Central Georgia		Hawaii
Consideration
Cash	$	6,912	$	—
Seller note	6,550		—
Debt assumed	—		(4,530)
Fair value of consideration transferred	13,462		(4,530)

Estimated fair values of identifiable assets acquired and liabilities assumed:
Cash	$	—	$	200
Patient accounts receivable	—		3,183
Inventories	2,312		159
Prepaid expenses and other current assets	—		58
Property and equipment	—		223
Other assets	—		202
Intangible assets - trade names	1,300		520
Right of use asset - operating	3,159		2,711
Goodwill	9,850		—
Total assets acquired	$	16,621	$	7,256
Account Payable	—		1,453
Accrued compensation related costs	—		544
Accrued other	—		733
Income taxes payable	—		452
Operating lease liability - current portion	189		375
Deferred income taxes	—		324
Note payable	—		4,530
Operating lease liability - long-term	2,970		2,335
Total liabilities acquired	3,159		10,745
Net assets (liabilities) acquired	$	13,462	$	(3,489)

Bargain purchase gain	$	—	$	(1,040)

At the time of each acquisition, the Company developed an estimate of fair values of assets for the purpose of allocating the estimated purchase price. In developing these estimates, Management utilized a specialist and determined the applicable fair values for any acquired intangible assets utilizing the relief-from-royalty method, a commonly accepted valuation technique which is an application of the income approach. This method employs various assumptions such as discount rates, forecasted revenues and growth rates. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 fair value measurements.

The purchase price allocations are subject to further change when additional information is obtained. The Company intends to finalize the purchase price allocations as soon as practicable within the measurement period, but in no event later than one year following the respective closing date of the acquisitions referenced above. The final purchase price allocation may result in additional adjustments to the net assets acquired, including the residual amount allocated to goodwill during the measurement period. Transaction expenses related to the above acquisitions were not material.

Goodwill reflects the expected synergies and other benefits that the Company believes will result from the combination of the Central Georgia Practice and expanded market opportunities along with the value of the assembled workforce. The goodwill is expected to be tax deductible. A bargain purchase gain of $1,040 for the Hawaii Practice Acquisition was recorded within Other (expense) income, net in the condensed consolidated statement of operations and comprehensive income (loss). The bargain purchase gain was driven by the asset purchase agreement containing certain provisions requiring repayment of the assumed debt, cash paid, and seller note by the HCC Shareholders and the in-substance service period.

As the business combinations occurred on April 1, 2024, the following table presents revenue for the nine months ended September 30, 2024 and the three and nine months ended September 30, 2023, as if the 2024 acquisitions had occurred as of January 1, 2023. Prior to the acquisition date, revenue and expenses were recognized on the cash basis of accounting. CGCC’s and HCC’s historical books and records did not contain the information required to prepare financial statements on a basis that would be comparable to us. Thus, the required pro-forma financial disclosures related to net income are not presented herein.


Pro Forma
	Three Months Ended September 30,		Nine months ended September 30,
	2023		2024		2023

Revenue	$	364,896	$	1,297,191	$	1,040,777

From the dates of acquisition through September 30, 2024, revenue attributable to the 2024 acquired businesses was $64.9 million. Net income (loss) has not been included as the Company recognizes expenses on the cash basis of accounting at the practice level.

2023 Acquisitions

The Company did not have any ASC 805 acquisitions during the year ended December 31, 2023.

Supplemental Condensed Balance Sheet Information - Schedule of Other Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Rebates receivable	$ 54,608	$ 33,708
Other	8,545	566
Other receivables	$ 63,153	$ 34,274

Long-term Debt - Narrative (Details)				1 Months Ended	9 Months Ended	12 Months Ended
Long-term Debt - Narrative (Details)	Apr. 01, 2024 USD ($) installment	Feb. 14, 2022 USD ($)	Apr. 30, 2021 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Aug. 15, 2022 USD ($)	Jul. 29, 2021 USD ($)
Debt Instrument [Line Items]
Current portion of long-term debt					$ 3,809,000	$ 0
Long-term debt, net					87,633,000	80,641,000
PNC Loan Facility \| Line of Credit
Debt Instrument [Line Items]
Proceeds from facility			$ 34,600,000
Maximum borrowing capacity		$ 125,000,000.0	65,000,000.0					$ 75,000,000.0
Pledged collateral			10,000,000.0
Quarterly collateral released			$ 2,500,000
Proceeds from lines of credit		16,300,000
Unamortized debt issuance costs				$ 400,000
PNC Loan Facility \| Line of Credit \| Debt Instrument, Threshold Limit, Period One
Debt Instrument [Line Items]
Minimum funding threshold (in percent)			0.65	0.65
PNC Loan Facility \| Line of Credit \| Debt Instrument, Threshold Limit, Period Two
Debt Instrument [Line Items]
Minimum funding threshold (in percent)			0.75
PNC Loan Facility \| Line of Credit \| Alternate Base Rate
Debt Instrument [Line Items]
Basis spread (in percent)			1.45%
PNC Line of Credit \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 10,000,000.0	$ 5,000,000.0				$ 1,000,000.0
Bank fee (in percent)			1.65%
Proceeds from lines of credit					0	$ 0
Unused line fee (in percent)			0.20%
PNC Line of Credit \| Revolving Credit Facility \| Line of Credit \| Alternate Base Rate
Debt Instrument [Line Items]
Basis spread (in percent)			0.65%
PNC Line of Credit \| Revolving Credit Facility \| Line of Credit \| London Interbank Offered Rate (LIBOR) 1
Debt Instrument [Line Items]
Basis spread (in percent)			1.65%
PNC Line of Credit \| Revolving Credit Facility \| Line of Credit \| Bloomberg Short-Term Bank Yield Index
Debt Instrument [Line Items]
Basis spread (in percent)		1.65%
HCC Acquisition Note Payable \| Notes payable
Debt Instrument [Line Items]
Face value of debt	$ 4,700,000
Long-term debt, fair value	4,500,000
Repayment of debt	$ 1,000,000
Number of installments \| installment	18
Installment amount	$ 200,000
Current portion of long-term debt					2,500,000
Long-term debt, net					100,000
CGCC Shareholders Note Payable \| Notes payable
Debt Instrument [Line Items]
Face value of debt	6,400,000
Long-term debt, fair value	$ 6,500,000
Number of installments \| installment	60
Installment amount	$ 100,000
Current portion of long-term debt					1,300,000
Long-term debt, net					$ 4,800,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (389)	$ (1,792)	$ (4,901)	$ (1,792)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Reverse Recapitalization, Changes in Units

Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

The following table summarizes the changes to AON LLC’s Class A, Class A-1, and Class B Units for the three and nine months ended September 30, 2023.


in thousands, except for share and per share amounts	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
Class A Units, value
Beginning of Period	$	7,725	$	7,725
Issuance of Units	—		—
Impact of the Reverse Recapitalization	(7,725)		(7,725)
End of Period	$	—	$	—

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

Class A-1 Units, value
Beginning of Period	$	31,040	$	28,500
Issuance of Units	7,185		9,725
Impact of the Reverse Recapitalization	(38,225)		(38,225)
Impact of Derivative liability on Class A-1 anti-dilution feature	—		—
End of Period	$	—	$	—

Class A-1 Units, units
Beginning of Period	2,281,696		1,842,520
Issuance of Units	718,549		1,157,725
Impact of the Reverse Recapitalization	(3,000,245)		(3,000,245)
Distribution	—		—
End of Period	—		—

Class B Units, value
Beginning of Period	$	80	$	80
Equity based compensation	10		10
Impact of the Reverse Recapitalization	(90)		(90)
End of Period	$	—	$	—

Class B Units, units
Beginning of Period	4,703,628		4,703,628
Units Vested	910,548		910,548
Impact of the Reverse Recapitalization	(5,614,176)		(5,614,176)
End of Period	—		—

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 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.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net loss attributable to AON Inc.	$	(1,069)	$	(1,792)	$	(5,289)	$	(1,792)
Less: Series A Preferred Cumulative Dividends	$	(1,431)	$	(133)	$	(4,166)	$	(133)
Less: Series A Preferred Deemed Dividend	$	—	$	(2,089)	$	—	$	(2,089)
Net loss attributable to Class A Common Stockholders	$	(2,500)	$	(4,014)	$	(9,455)	$	(4,014)
Less: Reallocation of net loss attributable to Class A Common Stockholders as a result of the impact and conversion of dilutive securities	$	—	$	—	$	(24,463)	$	—
Net loss attributable to Class A Common Stockholders for diluted earnings per share	$	(2,500)	$	(4,014)	$	(33,918)	$	(4,014)

Weighted-average shares for basic earnings per share	13,264,403		6,614,229		10,527,469		6,614,229

Effect of dilutive securities:
Series A Preferred Stock	—		—		—		—
Class B Common Stock	—		—		22,697,588		—
Class B Prefunded warrants	—		—		3,000,245		—
Restricted Stock Units	—		—		—		—
Weighted-average shares for diluted earnings per share	13,264,403		6,614,229		36,225,302		6,614,229

Basic loss per share of Class A Common Stock	$	(0.19)	$	(0.61)	$	(0.90)	$	(0.61)
Dilutive loss per share of Class A Common Stock	$	(0.19)	$	(0.61)	$	(0.94)	$	(0.61)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Series A Preferred Stock	7,217,540	6,651,610	7,217,540	6,651,610
Class B Common Stock	20,445,123	25,109,551	—	25,109,551
Class B Prefunded Warrants	3,000,245	3,000,245	—	3,000,245
Public and Private Warrants	14,450,833	14,450,833	14,450,833	14,450,833
Restricted Stock Units	2,053,365	—	2,053,365	—

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

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Amortization of operating right-of-use assets

^[1]

$ 6,390

$ 6,194

^[2]

(2,225)

(1,367)

Operating lease liabilities

^[3]

26,395

13,889

^[4]

(4,241)

(5,625)

1,505

1,601

(4,462)

(1,299)

Operating lease liabilities

22,801

10,627

$ (1,766)

$ (1,835)

[1]	Includes related party amortization of operating right-of-use assets of $1,505 and $1,601 for the nine months ended September 30, 2024 and 2023, respectively.
[2]	Includes changes in related party balances of ($4,462) and $(1,299) for the nine months ended September 30, 2024 and 2023, respectively.
[3]	Includes changes in related party balances of $22,801 and $10,627 for the nine months ended September 30, 2024 and 2023, respectively.
[4]	Includes changes in related party balances of ($1,766) and ($1,835) for the nine months ended September 30, 2024 and 2023, respectively.

Net Income (Loss) Per Share - Antidilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
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)	7,217,540	6,651,610	7,217,540	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)	20,445,123	25,109,551	0	25,109,551
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	3,000,245	0	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	14,450,833	14,450,833	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)	2,053,365	0	2,053,365	0

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

Sep. 30, 2024

Dec. 31, 2023

Operating  Leases

2024 (remainder of year after September 30, 2024)

$ 1,662

11,686

11,320

10,109

7,820

23,288

65,885

Less: amount representing interest

(14,896)

Present value of lease liabilities

50,989

Less: current portion of lease liabilities

^[1]

(7,308)

$ (6,692)

Long-term lease liabilities, net of current portion

^[2]

43,681

39,803

Finance  Leases

2024 (remainder of year after September 30, 2024)

386

1,523

1,285

1,220

948

262

5,624

Less: amount representing interest

(669)

Present value of lease liabilities

4,955

Less: current portion of lease liabilities

(1,271)

(1,189)

Long-term lease liabilities, net of current portion

$ 3,684

$ 4,548

[1]	Includes related party current portion of operating lease liabilities of $3,732 and $1,888 at September 30, 2024 and December 31, 2023, respectively
[2]	Includes related party long-term operating lease liabilities of $9,842 and $9,472 at September 30, 2024 and December 31, 2023, respectively

Commitments and Contingencies (Details) - Physician Practice Acquisition - Forecast $ in Millions	3 Months Ended
	Mar. 31, 2025 USD ($)
Other Commitments [Line Items]
Expected price of acquisition	$ 30.5
Cash payments expected	15.6
Principal amount of note payable in business combination	7.2
Consideration in cash or restricted stock units	$ 7.7
Cash or restricted stock units payment period (in years)	3 years

Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions				2 Months Ended	9 Months Ended	12 Months Ended
	Sep. 20, 2023	Jun. 07, 2023	Mar. 04, 2020	Jul. 31, 2023	Sep. 30, 2024	Dec. 31, 2022	Sep. 30, 2023	Jun. 30, 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	0	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	0	2,281,696
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	0	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
Option to purchase additional units (in shares)		378
Purchase price of additional units (in dollars per share)		$ 26,423
Anti-dilution feature at fair value								$ 1.4
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 \| 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 dollars per share)					$ 10.00
Series A Preferred Stock \| Stockholders
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stockholders' equity, conversion period (in years)					5 years
Number of days after five year anniversary					30 days
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%

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Third Party Tender Offer On October 4, 2024, affiliates of AEA Growth (collectively the “Bidders” or “AEA Parties”) closed on a tender offer to purchase for cash, i) 5,407,155 AON LLC Common Units from holders of such AON LLC Common Units and ii) 2,809,338 shares of New AON Class A Common Stock from holders of such New AON Class A Common Stock (the “Third Party Tender Offer”). Each AON LLC Common Unit and share of New AON Class A Common Stock was purchased by the Bidders for $4.00 less certain fees and expenses. Following the closing of the Third Party Tender Offer, the Bidders converted the 5,407,155 AON LLC Common Units into an equal number of shares of Class A Common Stock of the Company. Neither AON Inc. nor AON LLC was a Bidder in the Third Party Tender Offer. AON Inc. and AON LLC assisted with facilitating documentation between the Bidders and participants in the Third Party Tender Offer in order to maintain an orderly process between the participants in the Third Party Tender Offer and the Bidders. As previously disclosed in our second quarter 10-Q filed August 14, 2024, the Company and AEA Growth entered into a Stockholders Agreement on July 19, 2024 that provides for certain customary shareholder protections in the event that AEA Parties collectively and beneficially own at least 40% of outstanding voting power of the Company. Upon closing of the Third Party Tender Offer, the AEA Parties owned approximately 30% of the outstanding voting power of the Company. Class A Common Stock Financing On November 12, 2024, the Company and AEA AON Aggregator LLC (the “Investor”), an affiliate of AEA Growth, entered into a securities purchase agreement (the “Securities Purchase Agreement”) and closed on the sale of 8,500,000 newly issued shares of Class A Common Stock at a price of $6.00 per share (the “Equity Financing”). The gross proceeds of the offering were $51,000,000 before deducting reimbursable fees and expenses of counsel to the Investor. The Company intends to use the proceeds of the financing for acquisition of physician practices, other capital expenditures and general corporate purposes. In connection with the Equity Financing, the Company granted a right of first offer to the Investor, pursuant to which Investor shall have the right to purchase up to that portion of any new securities, or instruments convertible into or exercisable for securities (the “New Securities”) issued by the Company, subject to certain customary exceptions, in order for Investor to maintain its pro rata percentage ownership of the Company on a fully diluted basis. In addition, subject to certain customary exceptions, in the event that the Company issues New Securities on or prior to November 12, 2025 on terms that are more favorable to an investor than the Investor’s terms in the Equity Financing, then the Investor may elect to amend and/or restate the Securities Purchase Agreement or any related transaction document to reflect the favorable terms of the instrument(s) evidencing the New Securities. In addition, the Company granted Investor the right to designate one member on the Company’s Board of Directors, so long as Investor beneficially owns at least 10% of the Company’s outstanding voting power (the “Board Right”). The Board Right is in addition to Investor’s right, as the holder of a majority-in-interest of the Series A Preferred Stock, to designate the Preferred Director (as defined in the Company’s Certificate of Designation for its Series A Preferred Stock). In connection with the execution of the Securities Purchase Agreement, the Company and the Investor entered into a joinder to that certain Registration Rights Agreement, dated as of September 20, 2023 (the “Registration Rights Agreement”). The Company and the Investor, as the holder of a majority-in-interest of the Registerable Securities (as defined in the Registration Rights Agreement) entered into an amendment to the Registration Rights Agreement (the “Registration Rights Agreement Amendment”), which provides that for so long as the Company is eligible to suspend its duty to file reports under section 15(d) of the Exchange Act, the Company shall not be obligated to file or maintain effective any registration statement that would have been required under the Registration Rights Agreement. The Securities Purchase Agreement and Registration Rights Agreement Amendment are filed as Exhibits 10.1 and 10.2, respectively, to this Quarterly Report on Form 10-Q. The foregoing summaries of Securities Purchase Agreement and Registration Rights Agreement Amendment are subject to, and qualified in their entirety by, the full text of such documents, where applicable, which are incorporated herein by reference. The Securities Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. The 8,500,000 shares of Class A Common Stock that are subject to the Securities Purchase Agreement were sold and have been issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Hurricanes Helene and Milton Hurricane Helene and Hurricane Milton were major hurricanes that made landfall in the Southeastern United States in late September 2024 and early October 2024, respectively. These hurricanes caused widespread property damage, flooding, power outages, communication interruptions, and severely disrupted normal economic activity in the region. The Company experienced a disruption of operations and temporary clinic closures at approximately ten locations in Florida, Georgia and North Carolina due to the hurricanes. As of this Quarterly Report on Form 10-Q, a reasonable estimate of the financial repercussions of these events cannot be made because, for example, some patient services and treatments not administered due to a clinic closure can be subsequently provided depending on the timing of a clinic reopening. We continue to assess the potential financial impact of these events, however, at this time we do not believe it will have a material effect on our business operations or financial condition.

Redeemable Noncontrolling Interest - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 20, 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		10 days
Redemption value of noncontrolling interest		$ 91,700		$ 91,700
Excess redeemable noncontrolling interest over carrying amount		75,300		75,300
Fair value adjustment to redeemable noncontrolling interest		(62,816)	$ (344,371)	36,497	$ (344,371)
Retained Earnings (Deficit)
Noncontrolling Interest [Line Items]
Fair value adjustment to redeemable noncontrolling interest		$ (35,699)	$ (326,769)	$ 63,614	$ (326,769)
Common Class A
Noncontrolling Interest [Line Items]
Common stock, shares outstanding (in shares)		16,177,647		16,177,647			9,517,816
Stockholders' equity, conversion, threshold volume weighted average price period		5 days		5 days
Legacy AON Shareholders \| AON LLC
Noncontrolling Interest [Line Items]
Common unit, units outstanding (in units)		23,445,368		23,445,368
Allocation of income to controlling and noncontrolling interests (in percent)	81.00%	63.90%		71.00%	100.00%	100.00%
Common stock, shares outstanding (in shares)		20,445,123		20,445,123
Class of warrant outstanding (in shares)		3,000,245		3,000,245
Ownership interest				63.70%

Related Parties

9 Months Ended

Sep. 30, 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 (6.63% at September 30, 2024 and 7.18% at December 31, 2023, respectively).


	As of September 30, 2024		As of December 31, 2023		Original Principal		Issue Date	Maturity Date
Notes receivable
Note 2*	$	157	$	656	$	5,355	5/1/2019	4/30/2024
Note 3	-		17		491		6/1/2019	5/31/2024
Note 8	1,640		2,081		2,816		5/1/2020	5/1/2025
Note 10	310		-		310		7/12/2024	7/12/2029
Note 11	250		-		250		9/20/2024	9/20/2029
Total notes receivables	2,357		2,754
Less: Current portion of notes receivable	(1,980)		(1,604)
Notes receivable, less current portion	$	377	$	1,150

*The Company is in the process of extending maturity date for this note.

Leases

The Company has operating leases for eleven of the office facilities owned by employees of the Company. Total cash was approximately $0.5 million and $1.8 million paid for leases to related parties for the three and nine months ended September 30, 2024.

The Company has operating leases for ten of the office facilities owned by employees of the Company. Total cash was approximately $0.6 million and $1.9 million paid for leases to related parties for the three and nine months ended September 30, 2023.

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 September 30, 2024 and 2023, the Company purchased approximately $395.0 million and $268.0 million, respectively, from the related party. These purchases were approximately 91% and 86% as a percentage of cost of revenue for the three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, the Company purchased approximately $1,081.0 million and $774.0 million, respectively, from the related party. These purchases were approximately 91% and 88% as a percentage of cost of revenue for the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024 and December 31, 2023, the Company had $144.0 million and $120.9 million, respectively, included in accounts payable for invoices from the related party, representing 92% of accounts payable at each period-end.

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.

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Affiliation Agreements

During the nine months ended September 30, 2024, the Company entered into affiliation agreements with or acquired the following oncology practices.


Nine Months Ended September 30, 2024
State
Maryland (a)
Texas (a)
Hawaii (b)
Georgia (b)

(b)The Company completed acquisitions which were accounted for as business combinations with the physicians for these respective practices (See Note 5 for further discussion).

Condensed Consolidated Statements of Mezzanine and Stockholders’ Deficit - USD ($)
$ in Thousands

Total

Class A Common Stock

Class B Common Stock

Common Stock

Class A Common Stock

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

Common Units

Capital Unit Class B-1

APIC

AOCI

Noncontrolling Interest

Retained Earnings (Deficit)

Treasury Stock

Redeemable Preferred Stock

Issuance of Class C Units, net of offering costs (in units)

^[1]

6,500,000

Issuance of Class C Units, net of offering costs

^[1]

$ 62,897

^[1]

152,000

Ending Balance (in shares) at Sep. 30, 2023

^[1]

$ 2,089

^[2]

6,652,000

Increase (Decrease) In Noncontrolling Interest [Roll Forward]

^[2]

$ 64,986

^[3]

Fair value adjustment to redeemable noncontrolling interest

^[3]

11,924

^[3]

344,371

^[3]

36,873

Beginning balance (in units) at Dec. 31, 2022

^[4]

369,329

19,495,000

1,843,000

4,704,000

Beginning balance at Dec. 31, 2022

62,016

$ 7,725

$ 28,500

$ 80

$ (117)

^[3]

$ 25,828

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation and NCI rebalancing (in shares)

^[3]

911,000

1,047,000

Capital contributions from noncontrolling interest member

4,874

$ 10

$ 4,864

134

$ 134

Fair value adjustment to redeemable noncontrolling interest

(1,792)

(344,371)

$ (17,602)

^[3]

(326,769)

Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature (in shares)

1,157,000

Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature

9,725

$ 9,725

Dividends, Preferred Stock

(8,174)

Tax distributions

(1,305)

Accumulated Other Comprehensive Income

178

^[3]

(27,081)

(26)

(27,055)

6,614,000

25,110,000

(19,495,000)

(3,000,000)

(5,615,000)

(1,047,000)

Ending balance (in shares) at Sep. 30, 2023

(35,429)

$ 1

$ 3

$ (7,725)

$ (38,225)

$ (90)

$ (4,864)

17,602

^[3]

(42)

^[3]

(2,089)

6,614,000

25,110,000

$ 1

$ 3

Beginning Balance (in shares) at Jun. 30, 2023

$ (341,223)

^[4]

108

(341,356)

^[2]

6,500,000

Beginning Balance at Jun. 30, 2023

^[2]

$ 62,897

Redeemable Preferred Stock

^[2]

152,000

Ending Balance (in shares) at Sep. 30, 2023

^[2]

$ 2,089

^[2]

6,652,000

Increase (Decrease) In Noncontrolling Interest [Roll Forward]

^[2]

$ 64,986

^[4]

Fair value adjustment to redeemable noncontrolling interest

^[4]

11,924

^[4]

344,371

^[4]

36,873

Beginning balance (in units) at Jun. 30, 2023

^[4]

369,329

19,495,000

2,282,000

4,704,000

Beginning balance at Jun. 30, 2023

44,753

$ 7,725

$ 31,040

$ 80

(29)

^[4]

134

5,803

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation and NCI rebalancing (in shares)

^[4]

911,000

1,047,000

4,874

$ 10

$ 4,864

Fair value adjustment to redeemable noncontrolling interest

(1,792)

(344,371)

(17,602)

^[4]

(326,769)

Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature (in shares)

718,000

Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature

7,185

$ 7,185

Tax distributions

(1,045)

Accumulated Other Comprehensive Income

^[4]

(15,490)

(26)

(15,464)

6,614,000

25,110,000

(19,495,000)

(3,000,000)

(5,615,000)

(1,047,000)

Ending balance (in shares) at Sep. 30, 2023

(35,429)

$ 1

$ 3

$ (7,725)

$ (38,225)

$ (90)

$ (4,864)

17,602

^[4]

(42)

^[4]

(2,089)

6,614,000

25,110,000

$ 1

$ 3

Beginning Balance (in shares) at Dec. 31, 2023

$ (341,223)

^[4]

108

(341,356)

6,652,000

Beginning Balance at Dec. 31, 2023

$ 64,986

Ending Balance (in shares) at Sep. 30, 2024

6,652,000

Beginning Balance at Dec. 31, 2023

$ 64,986

^[4]

167,025

Increase (Decrease) In Noncontrolling Interest [Roll Forward]

Equity based compensation & NCI rebalancing

^[4]

133

^[4]

2,061

Redemptions of Class B Common Stock to Class A Common Stock

^[4]

(24,463)

^[4]

(16,262)

Fair value adjustment to redeemable noncontrolling interest

^[4]

(36,497)

Beginning balance (in shares) at Dec. 31, 2023

^[4]

91,731

9,517,816

25,109,551

6,678,441,000

25,109,551,000

Beginning balance at Dec. 31, 2023

(161,298)

$ 1

$ 3

^[4]

429

(161,812)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation and NCI rebalancing (in shares)

(55)

^[4]

2,122,132,000

Repurchases of Class A Common Stock (in shares)

10,854

^[4]

(126,728,000)

Repurchases of Class A Common Stock

(368)

Capital contributions from noncontrolling interest member

380

Redemption of Class B Common Stock to Class A Common Stock (in shares)

(4,901)

389

(5,290)

(4,664,428,000)

Redemptions of Class B Common Stock to Class A Common Stock

16,263

^[4]

Fair value adjustment to redeemable noncontrolling interest

36,497

(27,117)

^[4]

63,614

Ending balance (in shares) at Sep. 30, 2024

16,177,647

20,445,123

13,338,273,000

20,445,123,000

Ending balance at Sep. 30, 2024

$ (102,628)

$ 1

$ 3

^[4]

1,198

(103,488)

(368)

Beginning Balance (in shares) at Jun. 30, 2024

6,652,000

Beginning Balance at Jun. 30, 2024

$ 64,986

Ending Balance (in shares) at Sep. 30, 2024

6,652,000

Beginning Balance at Jun. 30, 2024

$ 64,986

^[4]

28,331

Increase (Decrease) In Noncontrolling Interest [Roll Forward]

Equity based compensation & NCI rebalancing

^[4]

1,632

Redemptions of Class B Common Stock to Class A Common Stock

^[4]

(888)

^[4]

(160)

Fair value adjustment to redeemable noncontrolling interest

^[4]

62,816

Beginning balance (in shares) at Jun. 30, 2024

^[4]

91,731

12,939,850,000

20,571,323,000

Beginning balance at Jun. 30, 2024

(39,466)

$ 1

$ 3

27,074

^[4]

518

(66,720)

(368)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation and NCI rebalancing (in shares)

272,223,000

(118)

^[4]

Redemption of Class B Common Stock to Class A Common Stock (in shares)

(389)

680

(1,069)

(126,200,000)

Redemptions of Class B Common Stock to Class A Common Stock

161

^[4]

Fair value adjustment to redeemable noncontrolling interest

(62,816)

(27,117)

^[4]

(35,699)

Ending balance (in shares) at Sep. 30, 2024

16,177,647

20,445,123

13,338,273,000

20,445,123,000

Ending balance at Sep. 30, 2024

$ (102,628)

$ 1

$ 3

$ 0

^[4]

$ 26

^[4]

$ 1,198

$ (103,488)

$ (368)

[1]	This activity reflects the issuance of the AON LLC Class C Units, the conversion of AON LLC Class C Units to AON LLC Series A Preferred Units, and the exchange of AON LLC Series A Preferred Units for Series A Preferred Stock, in accordance with the Business Combination. Refer to Note - 1 for the description of the Business Combination and Note 13 for the summary of equity instruments.
[2]	This activity reflects the issuance of the AON LLC Class C Units, the conversion of AON LLC Class C Units to AON LLC Series A Preferred Units, and the exchange of AON LLC Series A Preferred Units for Series A Preferred Stock, in accordance with the Business Combination. Refer to Note - 1 for the description of the Business Combination and Note 13 for the summary of equity instruments.
[3]	The acronyms in the table above are defined as follows: APIC - Accumulated paid in capital AOCI - Accumulated other comprehensive income NCI - Mezzanine equity classified noncontrolling interest
[4]	The acronyms in the table above are defined as follows: APIC - Accumulated paid in capital AOCI - Accumulated other comprehensive income NCI - Mezzanine equity classified noncontrolling interest

Basis of Presentation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

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

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

Segments

Revenue Recognition

Short-term Marketable Securities

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

a credit loss is recognized in other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive (income) loss as an unrealized loss.

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

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 September 30, 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

Equity-Based Compensation

Business Combinations

Offering Costs

Goodwill and Intangible Assets

Goodwill and indefinite-lived identifiable intangible assets

Finite-lived identifiable intangible assets

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.

See Note 6 for a discussion of the Company’s Level 1 and Level 2 Marketable Securities as of June 30, 2024. See below for a discussion of the Company’s Level 1 and Level 3 warrant liabilities as of June 30, 2024. As of June 30, 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

Expected annual dividend yield – 0.0%

Expected volatility – 33.50%

Risk-free rate of return – 3.55%

Expected Option Term – 5.0 years

Earnings Per Share

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Retrospective application is permitted. The Company is currently evaluating the effect that ASU 2023-09 will have on its disclosures.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 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 0.0% and (1.1)% for the three months ended September 30, 2024 and 2023, respectively. The provision for income taxes was $0 and $315 for the three months ended September 30, 2024 and 2023, respectively. The Company’s effective income tax rate was (9.6)% and (0.8)% for the nine months ended September 30, 2024 and 2023, respectively. The provision for income taxes was $2,570 and $315 for the nine months ended September 30, 2024 and 2023, respectively. The change to the income tax provision for the nine months ended September 30, 2024 compared to the income tax provision for the nine months ended September 30, 2023 was primarily a result of the full valuation allowance recorded against the Company’s net deferred tax assets as of September 30, 2024. 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 September 30, 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 full valuation allowance against its investment in partnership deferred tax asset during the nine months ending September 30, 2024. The effective income tax rate for the three and nine months ended September 30, 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, as of September 30, 2024, all corporate entities within the Company's structure maintain a full valuation allowance against their net deferred tax assets.

The entire disclosure for income tax.

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