Item 7.01 Regulation FD Disclosure.
On October 12, 2021, DFP Healthcare Acquisitions Corp., a Delaware corporation
("DFP"), will be hosting an analyst day. DFP is furnishing as Exhibit 99.1 to
this Current Report on Form 8-K the presentation materials to be provided to
attendees and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed to be "filed" for the 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 to be 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 Merger/Business Combination and Where to Find It
In connection with the proposed business combination, DFP has filed a
registration with the statement on Form S-4 (the "Registration Statement") with
the SEC, which includes a proxy statement/prospectus and certain other related
documents, which will be 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 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 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 is
contained in the Registration Statement.
TOI Parent, Inc.'s ("TOI") 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 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 ("The Oncology
Institute") may become a party or governmental investigations to which TOI 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.
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 Analyst Day Presentation dated October 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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