true 2023 FY 0001799191

 2023-01-01
 2023-12-31

 us-gaap: CommonStockMember

 2023-01-01
 2023-12-31

 TOI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockEachAtExercisePriceOf11.50PerShareMember

 2023-01-01
 2023-12-31

 2023-06-30

 2024-04-19

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 ( Amendment No. 2)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December
31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____ to _____

 Commission file number 001-39248

 The Oncology Institute, Inc.

 (Exact name of registrant as specified in
its charter)

 Delaware

 84-3562323

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 18000 Studebaker Rd, Suite 800

 Cerritos, California

 90703

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including
area code: ( 562) 735-3226

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.0001 par value per share

 TOI

 The Nasdaq Stock Market LLC

 Redeemable warrants, each whole warrant exercisable for one share of Common stock, each at an exercise price of $11.50 per share

 TOIIW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past
90 days. Yes No

 Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report
on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements.

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive
officers during the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of voting stock held by non-affiliates
of the Registrant, based on the closing price of $0.55 per shares of the Registrant's common stock as reported by the Nasdaq Capital
Market as of June 30, 2023, was approximately $ 41.6 million.

 The registrant had outstanding 74,313,404
shares of common stock as of April 19, 2024.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Audit Firm Id

 Auditor Name

 Auditor Location

 BDO USA, P.C.

 Costa Mesa, California

 EXPLANATORY NOTE TO AMENDMENT NO. 2

 This Amendment No. 2 on Form 10-K/A (this "Amendment")
further amends the Annual Report on Form 10-K for the year ended December 31, 2023 of The Oncology Institute, Inc. (the "Company"),
which was initially filed with the Securities and Exchange Commission on March 28, 2024 (the "Original Filing", and as amended
by that certain first amendment to the Original Filing filed on April 22, 2024, the "Original Form 10-K"). This Amendment
is being filed solely to amend the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 appended as Exhibits 31.1
and 31.2 to the Original Form 10-K. These amended certifications include the introductory language of paragraph 4 and the language of
paragraph 4(b) referring to internal control over financial reporting, which language was inadvertently omitted from the Company's
certifications in the Original Form 10-K. This Amendment does not alter or affect any other part or any other information originally set
forth in the Original Form 10-K. This Amendment does not reflect events that have occurred subsequent to the filing of the Original Form
10-K or modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Amendment No. 2 should be read in conjunction
with the Original Form 10-K and the Company's other filings with the SEC.

 Item 15. Exhibits, Financial Statement Schedules.

 (a)
 Documents filed as part of the Annual Report on Form 10-K, as amended by this Amendment No. 2

 (1)
 Financial Statements: See Index to Consolidated Financial
 Statements, which appears on Page 61 of the Original Form 10-K.

 (2)
 Financial Statement Schedules: No financial statement schedules are included in the Original 10-K or this
Amendment No. 2 as such schedules are not required or the information that would be included in such schedules is not material or is otherwise
furnished.

 (b)
 Exhibits: See Index to Exhibits below.

 Incorporated by Reference

 Filed or Furnished Herewith

 Exhibit Number

 Description

 Form

 File Number

 Exhibit

 Filing Date

 31.1

 Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Executive Officer.

 X

 31.2

 Certification Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 of the Principal Financial Officer.

 X

 Signatures

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 2 to the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned hereunto
duly authorized, on May 22, 2024.

 THE ONCOLOGY INSTITUTE, INC.

 By:

 /s/ Mihir Shah

 Mihir Shah

 Chief Financial Officer

 (Principal Financial Officer and Duly Authorized Officer)

 Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities held on the dates indicated.

 Signature

 Title

 Date

 *

 Daniel Virnich

 Chief Executive Officer

 (Principal Executive Officer)

 May 22,
 2024

 /s/ Mihir Shah

 Mihir Shah

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 *

 Richard Barasch

 *

 Karen Johnson

 *

 Mohit Kaushal

 *

 Gabriel Ling

 *

 Anne McGeorge

 *

 Maeve O'Meara

 *

 Mark Pacala

 *

 Brad Hively

 ___________

 * By Mihir Shah, as attorney-in-fact.