Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On June 28, 2021, DFP Healthcare Acquisitions Corp., a Delaware corporation ("DFP"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") by and among DFP, Orion Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DFP ("First Merger Sub"), Orion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of DFP ("Second Merger Sub") and TOI Parent, Inc., a Delaware corporation ("TOI"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." Capitalized terms used in this Report without definition shall have the meanings assigned to them in the Merger Agreement.

Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) the First Merger Sub will merge with and into TOI (the "First Merger"), with TOI being the surviving corporation and (ii) immediately following the First Merger, TOI will merge with and into the Second Merger Sub (the "Second Merger") with Second Merger Sub being the surviving entity and a wholly-owned subsidiary of DFP (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to as the "Surviving Entity"). Upon the closing of the Business Combination, it is expected that DFP will be renamed The Oncology Institute, Inc., and remain listed on the Nasdaq stock market under a new ticker symbol.

The Merger Agreement and the transactions contemplated thereby were approved by the board of directors of DFP and TOI. The Business Combination is targeted to be consummated in the third or fourth quarter of 2021, after receipt of the required approval by the stockholders of DFP (the "DFP Stockholder Approval"), the required approval of the stockholders of TOI (the "TOI Stockholder Approval") and the fulfilment of certain other terms and conditions set forth in the Merger Agreement.





Conversion of Securities

Immediately prior to the effective time of the First Merger (the "Effective Time"), TOI will cause each share of TOI preferred stock, par value $0.001 per share ("TOI Preferred Stock") issued and outstanding as of such time to be automatically converted into 10 shares of common stock of TOI, par value $0.001 per share ("TOI Common Stock", and such conversion, the "Conversion"). After giving effect to the Conversion, no shares of TOI Preferred Stock shall remain issued and outstanding.

At the Effective Time, by virtue of the First Merger and without any action on the part of DFP, First Merger Sub, TOI or the holders of any of TOI's securities:

· Each share of TOI Common Stock issued and outstanding immediately prior to the


   Effective Time will be canceled and converted into the right to receive (i) a
   number of shares of Class A common stock, par value $0.0001 per share, of DFP
   ("DFP Class A Common Stock") equal to the Closing Share Consideration divided
   by the Aggregate Fully Diluted Company Common Stock (as defined in the Merger
   Agreement), (ii) an amount in cash equal to the Closing Cash Consideration
   divided by the Aggregate Fully Diluted Company Common Stock (as defined in the
   Merger Agreement) (clause (i) and (ii) collectively, the "Per Share Merger
   Consideration") and (iii) the contingent right to receive Earnout Shares
   (defined below). "Closing Share Consideration" means a number of shares
   (rounded to the nearest whole share) of DFP Class A Common Stock determined by
   dividing (a) (i) the Closing Merger Consideration minus (ii) the Closing Cash
   Consideration by (b) 10. "Closing Cash Consideration" means an amount equal to
   the Available Closing Acquiror Cash, multiplied by .5556; provided, that if the
   Closing Cash Consideration would result in Closing Share Consideration that is
   less than the Minimum Share Consideration (as defined in the Merger Agreement)
   multiplied by $10, the Closing Cash Consideration will be decreased by the
   minimum extent necessary such that the Closing Share Consideration equals an
   amount equal to the Minimum Share Consideration (as defined in the Merger
   Agreement) multiplied by $10. "Closing Merger Consideration" means an amount
   equal to $762,052,411.00.

· Each of the options to purchase TOI Common Stock (each, a "Company Option"),


   shall be entitled to receive (i) if vested and outstanding as of immediately
   prior to the Effective Time (after taking into consideration any accelerated
   vesting that may occur as a result of the Business Combination), (A) with
   respect to an Eligible Cash-Out Vested Company Option, cash in an amount equal
   to (I) the Per Share Merger Consideration multiplied by (II) the number of
   shares of TOI Common Stock underlying the Eligible Cash-Out Vested Company
   Option, minus (III) the aggregate exercise price applicable to the shares of
   TOI Common Stock underlying such Eligible Cash-Out Vested Company Option and
   (B) with respect to the remaining shares of TOI Common Stock subject to such
   Vested Company Option, (I) an option to purchase a number of shares of DFP
   Class A Common Stock and (II) the contingent right to receive Earnout Shares
   (defined below); and (ii) if unvested and outstanding as of immediately prior
   to the Effective Time, (A) an option to purchase shares of DFP Class A Common
   Stock and (B) the contingent right to receive Earnout Shares (defined below).
   "Eligible Cash-Out Vested Company Option" means the number of Company Options
   multiplied by a fraction, the numerator of which is the Closing Cash
   Consideration and the denominator of which is the Closing Merger Consideration
   (rounded up to the nearest whole number).

· Each share of TOI Common Stock outstanding immediately prior to the Effective


   Time that is subject to a substantial risk of forfeiture within the meaning of
   Section 83 of the Internal Revenue Code of 1986, as amended (such TOI Common
   Stock, "Restricted Stock"), will be, subject to the applicable holder of such
   Restricted Stock executing and delivering a Restricted Stock Agreement pursuant
   to which such individual agrees that any consideration paid in respect of the
   Restricted Stock shall be subject to the same vesting and forfeiture terms on
   which such Restricted Stock was issued, entitled to receive (i) the Per Share
   Merger Consideration and (ii) the contingent right to receive Earnout Shares
   (defined below).

· Each restricted stock unit under TOI's incentive stock plan or otherwise,


   whether or not vested ("Company RSU"), outstanding immediately prior to the
   Effective Time will be converted into (i) a restricted stock unit denominated
   in shares of DFP Class A Common Stock equal to the product of (A) the number of
   shares of TOI Common Stock subject to such Company RSU immediately prior to the
   Effective Time and (B) the Exchange Ratio, and (ii) the contingent right to
   receive Earnout Shares (defined below).




Earnout

Following the closing, DFP will issue to eligible holders of securities of TOI up to 12,500,000 additional shares of DFP Class A Common Stock in the aggregate (the "Earnout Shares"), in two tranches of 5,000,000 and 7,500,000 Earnout Shares, respectively, upon DFP achieving $12.50 during the two-year period following the closing or $15.00 during the three-year period following the closing, in each case, as its last reported sales price per share for any twenty (20) trading days within any thirty (30) consecutive trading day period within the applicable period; provided, that (i) if one or both of the share price triggers has not been achieved prior to the end of the three-year period following the closing, (ii) DFP enters into a definitive agreement that would result in a change of control and (iii) the price per share of DFP Class A Common Stock in such transaction is equal to or greater than one or both of the share price triggers, then at the closing of such transaction, DFP shall issue the applicable portion of the Earnout Shares as if such share price trigger had been achieved.

Representations, Warranties and Covenants

The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants with respect to the conduct of DFP, First Merger Sub, Second Merger Sub, TOI and its subsidiaries and each Group Company prior to the closing of the Business Combination. In addition, DFP and TOI have agreed to take all actions necessary such that, effective immediately after the closing of the Business Combination, the DFP board of directors shall include Richard Barasch and one individual designated by DFP Sponsor LLC (the "Sponsor"), with the remaining directors to be designated by TOI.











Conditions to Closing

The obligations of each of the parties to consummate the Business Combination are subject to certain closing conditions, including, among other things:

· the expiration or termination of the applicable waiting period under the


   Hart-Scott Rodino Antitrust Improvements Act of 1976;

· the absence of any provision of any applicable legal requirement and any


   temporary, preliminary or permanent restraining order prohibiting, enjoining or
   making illegal the consummation of the Business Combination;

· DFP having at least $5,000,001 of net tangible assets immediately after any


   redemptions by DFP stockholders;
. . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Form 8-K") with respect to the issuance of shares of DFP Class A Common Stock pursuant to the Subscription Agreements is incorporated by reference herein. The shares of DFP Class A Common Stock will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Important Information About the Merger/Business Combination and Where to Find It

In connection with the proposed Business Combination, DFP intends to file a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission ("SEC"), which will include 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 the 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 included in the Registration Statement and the amendments thereto and the definitive 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 Merger Agreement, DFP and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to DFP's stockholders as of a 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 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.

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 Merger Agreement. 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 first 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.

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

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. These forward-looking statements include, without limitation, DFP and TOI's expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination and the timing of the completion of the Business Combination. For example, projections of future enterprise value, revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by DFP and its management and TOI and their management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreements with respect to the Business Combination? (2) the outcome of any legal proceedings that may be instituted against DFP, TOI, the combined company or others? (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of DFP, to obtain financing to complete the Business Combination or to satisfy other conditions to closing? (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations? (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination? (6) the risk that the Business Combination disrupts current plans and operations of DFP or TOI as a result of the announcement and consummation of the Business Combination? (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees? (8) costs related to the Business Combination? (9) changes in applicable laws or regulations? (10) the possibility that DFP, TOI or the combined company may be adversely affected by other economic, business, and/or competitive factors? (11) the impact of COVID-19 on the combined company's business and/or the ability of the parties to complete the proposed Business Combination? (12) TOI's estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments? and (13) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward- Looking Statements" in DFP's final prospectus relating to its initial public offering dated March 10, 2020 and in subsequent filings with the SEC, including the proxy statement relating to the Business Combination expected to be filed by DFP.

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
  2.1           Agreement and Plan of Merger, dated as of June 28, 2021, by and among
              DFP Healthcare Acquisitions Corp. Orion Merger Sub I, Inc., Orion
              Merger Sub II, LLC and TOI Parent Inc.
  10.1          Form of Subscription Agreement
  10.2          Form of Deerfield Subscription Agreement
  10.3          Stockholder Support Agreement, dated as of June 28, 2021, by and
              among DFP Healthcare Acquisitions Corp., TOI Parent Inc., DFP Sponsor
              LLC and the other signatories thereto.
  10.4          Company Support Agreement, dated as of June 28, 2021, by and among
              DFP Healthcare Acquisitions Corp., TOI Parent Inc. and the other
              signatories thereto.
  10.5          Consent and Waiver Letter, dated as of June 28, 2021, by and among
              DFP Healthcare Acquisitions Corp., DFP Sponsor LLC, Deerfield Private
              Design Fund IV, L.P. and Deerfield Partners, L.P.

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