Item 7.01 Regulation FD Disclosure.
On June 28, 2021, DFP Healthcare Acquisitions Corp., a Delaware corporation
("DFP"), issued a press release announcing that on June 28, 2021 it executed an
Agreement and Plan of Merger (the "Merger Agreement") with Orion Merger Sub I,
Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DFP, Orion
Merger Sub II, LLC, a Delaware limited liability company and a direct,
wholly-owned subsidiary of DFP and TOI Parent, Inc., a Delaware corporation
("TOI"). The transactions contemplated by the Merger Agreement are referred to
herein as the "Business Combination." A copy of the press release is furnished
hereto as Exhibit 99.1. A copy of the Merger Agreement will be filed by DFP on a
Current Report on Form 8-K within four business days of the date hereof.
Furnished as Exhibit 99.2 hereto is an investor presentation, dated June 2021,
that will be used by DFP in connection with the Business Combination.
On June 28, 2021, the management of DFP and TOI will hold a conference call
regarding the Business Combination. A copy of the script for the conference call
is furnished hereto as Exhibit 99.3.
The information in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination, DFP intends to file a
registration with the statement on Form S-4 (the "Registration Statement") with
the SEC, which will include a proxy statement/prospectus and certain other
related documents, which will be both the proxy statement to be distributed
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 definitive proxy
statement, as well as the prospectus relating to the offer and sale of
securities of DFP to be issued in the business combination. DFP's stockholders
and other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and documents incorporated by reference
therein filed in connection with the business combination, as these materials
will contain important information about the parties to the business combination
agreement, DFP and the business companion. After the Registration Statement is
declared effective, the definitive proxy statement will be mailed to DFP's
stockholders as of the record date to be established for voting on the business
combination and other matters as may be described in the Registration Statement.
Stockholders will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC that will be
incorporated by reference in the proxy statement/prospectus, without charge,
once available, at the SEC's web site at http://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
registration statement on Form S-1, which was initially filed by DFP with the
SEC on February 21, 2020 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 will
be contained in the Registration Statement when available. The Oncology
Institute'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 will be included in the Registration Statement when available.
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
will be included in the Registration Statement when available.
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. Forwardlooking 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 the Company's common stock will be listed on Nasdaq, and the
anticipated closing date of the proposed business combination. These statements
are based on various assumptions and on the current expectations of DFP and The
Oncology Institute 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 The Oncology Institute. These forward-looking
statements are subject to a number of risks and uncertainties, including the
outcome of judicial and administrative proceedings to which 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 The Oncology Institute 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 The Oncology Institute; 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 DFP's registration
statement on Form S-1, which was initially filed with the SEC on February 21,
2020, 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
The Oncology Institute presently know or that DFP and The Oncology Institute
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 The Oncology Institute's
expectations, plans or forecasts of future events and views as of the date of
this press release. DFP and The Oncology Institute anticipate that subsequent
events and developments will cause DFP's and The Oncology Institute's
assessments to change. DFP and The Oncology Institute 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
The Oncology Institute'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.
Nothing in this Current Report on Form 8-K should be regarded as a
representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date hereof. None of
DFP or TOI undertake any duty to update these forward-looking statements.
No Offer or 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 Business Combination. This Current Report on
Form 8-K shall also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated June 28, 2021
99.2 Investor Presentation, dated June 2021
99.3 Conference Call Script, dated June 28, 2021
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