Item 8.01 Entry into a Material Definitive Agreement.
On October 22, 2021, DFP Healthcare Acquisitions Corp., a Delaware corporation
("DFP"), issued a press release announcing that it has scheduled the Special
Meeting of its stockholders (the "Special Meeting") for November 12, 2021 at
10:00 a.m., Eastern Time, to approve the previously announced Business
Combination (the "Business Combination") with TOI Parent, Inc., ("TOI"), that it
has filed its definitive proxy statement/prospectus for the Special Meeting, and
that it has commenced mailing the definitive proxy statement/prospectus to its
stockholders of record as of the close of business on September 23, 2021 (the
"Record Date").
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Important Information and Where to Find It
In connection with the proposed Business Combination, DFP has filed a
registration statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC"), which includes a proxy
statement/prospectus and certain other related documents, that is both the proxy
statement to be distributed to holders of shares of DFP common stock in
connection with DFP's solicitation of proxies for the vote by DFP's stockholders
with respect to the Business Combination and other matters as may be described
in the Registration Statement, as well as the prospectus relating to the offer
and sale of securities of DFP to be issued in the Business Combination.
The Registration Statement was declared effective by the SEC on October 22, 2021
and DFP will mail the definitive proxy statement/prospectus and other relevant
documents to its stockholders as of the Record Date. DFP's stockholders, and
other interested persons are advised to read the definitive proxy
statement/prospectus and other documents filed in connection with the proposed
Business Combination, as these materials contain important information about
DFP, TOI and the Business Combination. DFP stockholders and TOI stockholders may
also obtain copies of the definitive proxy statement/prospectus and other
documents filed with the SEC, without charge at the SEC's website at
www.sec.gov, or by directing a request to: DFP Healthcare Acquisitions Corp. at
its principal executive offices 345 Park Avenue South, New York, NY 10010.
Participants in the Solicitation
DFP and its directors and executive officers may be deemed participants in the
solicitation of proxies from DFP's stockholders with respect to the proposed
Business Combination. A list of the names of those directors and executive
officers and a description of their interests in DFP is contained in the
definitive proxy statement/prospectus and is available free of charge at the
SEC's web site at www.sec.gov, or by directing a request to DFP Healthcare
Acquisitions Corp. at its principal executive offices 345 Park Avenue South New
York, New York 10010. Additional information regarding the interests of such
participants is contained in the Registration Statement.
TOI's directors and executive officers may also be deemed to be participants in
the solicitation of proxies from the stockholders of DFP in connection with the
Business Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business Combination
is included in the Registration Statement.
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not
historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
projections, estimates and forecasts of revenue and other financial and
performance metrics and projections of market opportunity and expectations, the
expectation that DFP's common stock will continue to be listed on Nasdaq, and
the anticipated special meeting date and closing date of the proposed Business
Combination. These statements are based on various assumptions and on the
current expectations of DFP and TOI and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of DFP and TOI. These forward-looking
statements are subject to a number of risks and uncertainties, including the
outcome of judicial and administrative proceedings to which DFP following the
Business Combination (hereafter, "The Oncology Institute") may become a party or
governmental investigations to which The Oncology Institute may become subject
that could interrupt or limit The Oncology Institute's operations, result in
adverse judgments, settlements or fines and create negative publicity; changes
in The Oncology Institute's clients' preferences, prospects and the competitive
conditions prevailing in the healthcare sector; the inability of the parties to
successfully or timely consummate the proposed Business Combination, including
the risk that any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed Business Combination or that
the approval of the stockholders of DFP and/or the equity holders of TOI for the
proposed Business Combination is not obtained; failure to meet stock exchange
listing standards following the consummation of the Business Combination; costs
related to the Business Combination; failure to realize the anticipated benefits
of the proposed Business Combination, including as a result of a delay in
consummating the proposed Business Combination or a delay or difficulty in
integrating the businesses of DFP and TOI; the amount of redemption requests
made by DFP's stockholders; the impact of COVID-19 on the combined company's
business and/or the ability of the parties to complete the proposed Business
Combination; those factors discussed in the Registration Statement under the
heading "Risk Factors," and other documents of DFP filed, or to be filed, with
the SEC. If the risks materialize or assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither DFP nor TOI presently
know or that DFP and TOI currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements.
In addition, forward- looking statements reflect DFP's and TOI's expectations,
plans or forecasts of future events and views as of the date of this press
release. DFP and TOI anticipate that subsequent events and developments will
cause DFP's and TOI's assessments to change. DFP and TOI do not undertake any
obligation to update any of these forward- looking statements. These
forward-looking statements should not be relied upon as representing DFP's and
TOI's assessments as of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Non-Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not
constitute a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed Business Combination. This Current
Report on Form 8-K shall not constitute an offer to sell or a solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 the Securities Act
of 1933, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated October 22, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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