Form 8-K

8-K — Oncology Institute, Inc.

Accession: 0001079973-26-000611

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001799191

SIC: 8011 (SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 8-K

__________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported) May

7, 2026

___________________________________

THE ONCOLOGY INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-39248

84-3562323

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

18000 Studebaker Road, Suite 800, Cerritos, CA

90703

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area

code: (562) 735-3226

(Former name or former address, if changed since last

report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.0001

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

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange

Act of 1934 (17 CFR §240.12b-2).

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. ☐.

Item 2.02. Results of Operations and Financial Condition

On May 7, 2026, The Oncology Institute,

Inc. (the "Company") issued a press release announcing its financial results for the three months ended March 31, 2026

and certain other financial information. A copy of the press release is furnished hereto as Exhibit 99.1, which is incorporated by reference

herein.

The information contained in Item 2.02 of

this Current Report and Exhibit 99.1 is being furnished and 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 such section.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press

Release issued by The Oncology Institute, Inc. on May 7, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of

1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 7, 2026

THE ONCOLOGY INSTITUTE, INC.

By:

/s/ Robert Carter

Name:

Robert Carter

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99x1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

The Oncology Institute Reports First

Quarter 2026 Financial Results

CERRITOS,

Calif., May 7, 2026 -- The Oncology Institute, Inc. (NASDAQ: TOI) (“TOI” or the “Company”), one of the largest

value-based community oncology groups in the United States, today reported financial results for its three months ended March 31,

2026.

Recent

Operational Highlights

• Specialty Pharmacy had record Part D fills driving Specialty Pharmacy revenue

up 78% in the quarter as compared to prior year same quarter, reflecting the volume growth across our membership and continued attachment

rate improvements.

• Contract expansion bringing our total Medicare Advantage lives to 200,000 across

25 counties in Florida effective July 1, 2026.

• Preparing to launch our proprietary provider portal which is designed to

strengthen provider engagement and drive continued adherence to our clinical pathways - particularly for our network physicians.

• In connection with our clinical model, we saved approximately $2 million

in Medicare spending as part of the CMS Enhancing Oncology Model performance program in period 3 - increasing the savings generated from

the previous period while maintaining high-quality care.

First Quarter 2026 Financial Highlights

All comparisons are to the quarter ended

March 31, 2025 unless otherwise noted

• Consolidated revenue of $147.4 million increased 41.2% from $104.4 million

• Gross profit of $23.3 million, increased 35.2%

• Net loss of $2.5 million compared to net loss of $19.6 million

• Basic and diluted (loss) earnings per share of $(0.02) compared to $(0.21)

• Adjusted EBITDA of $(2.4) million compared to $(5.1) million

• Cash and cash equivalents of $30.3 million as of March 31, 2026

Management

Commentary

Daniel Virnich,

CEO of TOI, commented, "The first quarter of 2026 was a strong start to the year for TOI, delivering 41% year over year revenue growth,

driven in part by strong capitated revenue growth and a record performance in our pharmacy business. We made meaningful progress on several

fronts, including in Florida, where we reached profitability, marking an important milestone that reflects the maturation of our capitated

relationships in the state, which is a proof point of our model. Our provider portal, which is designed to underscore our commitment to

high quality patient care, strengthen provider engagement, and drive continued adherence to our clinical pathways and quality metrics,

is preparing for launch this summer. Looking ahead, we are focused on building on the momentum we have coming out of this quarter, are

reaffirming our guidance for 2026 revenue and adjusted EBITDA, and feel confident in our ability to execute sustainable profitability

over the long term."

Outlook for Fiscal

Year 2026

TOI uses Adjusted EBITDA

and Free Cash flow, each a non-GAAP metric, as an additional tool to assess its operational and financial performance. See "Financial

Information: Non-GAAP Financial Measures" below. In reliance on the unreasonable efforts exception provided under Regulation S-K,

TOI is not reasonably able to provide a quantitative reconciliation for forward-looking information of Adjusted EBITDA and Free Cash flow

to net (loss) income and net cash provided by operations, respectively, the most directly comparable GAAP financial measures, without

unreasonable efforts due to uncertainties regarding capitated lives, direct costs, taxes, capital expenditures, share-based compensation,

change in fair value of liabilities, unrealized (gains) losses on investments, consulting and legal fees, transaction costs and other

non-cash items. The variability of these items could have an unpredictable, and potentially significant, impact on TOI’s future

GAAP financial results.

2026 Guidance - Previous

2026 Guidance - Updated

Revenue

$630 to $650 million

Unchanged

Gross Profit

$97 to $107 million

Unchanged

Adjusted EBITDA

$0 to $9 million

Unchanged

Free Cash Flow

$(15) to $5 million

$5 to $15 million

The Company expects

approximately $150 million in capitated revenue in 2026. For the second quarter of 2026, we anticipate Adjusted EBITDA of $(1) million

to $1 million, reflecting seasonal improvement as deductibles are satisfied and continued ramp of our Florida delegated lives TOI's achievement

of the anticipated results is subject to risks and uncertainties, including those disclosed in its filings with the U.S. Securities and

Exchange Commission. The outlook does not take into account the impact of any unanticipated developments in the business or changes in

the operating or economic environment, nor does it take into account the impact of TOI's acquisitions, dispositions or financings. TOI's

outlook assumes a largely stable global market, which would likely be negatively impacted if recent tariff rate increases and exchange

rate changes persist and adversely affect world trade.

Webcast and Conference

Call

TOI will host a conference call on Thursday,

May 7, 2026 at 5:30 p.m. (Eastern Time) to discuss first quarter results and management’s outlook for future financial and operational

performance.

The conference call can be accessed live

over the phone by dialing 1-800-225-9448, or for international callers, 1-203-518-9708. A replay will be available two hours after the

call and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the live call and the

replay is 11161701. The replay will be available until Thursday, May 21, 2026.

About The Oncology Institute, Inc.

Founded in 2007, The Oncology Institute, Inc. (NASDAQ: TOI) is

advancing oncology by delivering highly specialized, value-based cancer care in the community setting. TOI offers cutting-edge, evidence-based

cancer care to a population of approximately 2.0 million patients including clinical trials, transfusions, and other care delivery models

traditionally associated with the most advanced care delivery organizations. With over 400 employed and network clinicians and over 100

clinics and network locations of care across five states and growing, TOI is changing oncology for the better. For more information visit

www.theoncologyinstitute.com.

Forward-Looking Statements

This press release 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 “preliminary,”

“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”

“intend,” “expect,” “should,” “would,” “plan,” “project,” “predict,”

“potential,” “guidance,” “approximately,” “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, anticipated financial results,

estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations.

These statements are based on various assumptions and on the current expectations of 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 anyone 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

TOI. These forward-looking statements are subject to a number of risks and uncertainties, including the accuracy of the assumptions underlying

the 2026 full fiscal year outlook and the Q2 2026 outlook with respect to Adjusted EBITDA discussed herein, the outcome of judicial and

administrative proceedings to which TOI may become a party or investigations to which TOI may become or is subject that could interrupt

or limit TOI’s operations, result in adverse judgments, settlements or fines and create negative publicity; changes in TOI’s

patient or payors' preferences, prospects and the competitive conditions prevailing in the healthcare sector; failure to continue to meet

stock exchange listing standards; the impact of a cybersecurity incident affecting a software provider on TOI’s business; those

factors discussed in the documents of TOI filed, or to be filed, with the SEC, including the Item 1A. "Risk Factors" section

of TOI's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026 and any subsequent Quarterly

Reports on Form 10-Q or Current Reports on Form 8-K. 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 TOI currently is evaluating

or does not presently know or that TOI currently believes are immaterial that could also cause actual results to differ from those contained

in the forward-looking statements. In addition, forward-looking statements reflect TOI’s plans or forecasts of future events and

views as of the date of this press release. TOI anticipates that subsequent events and developments will cause TOI’s assessments

to change. TOI does not undertake any obligation to update any of these forward-looking statements. These forward-looking statements should

not be relied upon as representing 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.

Financial Information; Non-GAAP Financial

Measures

Some of the financial information and data

contained in this press release, such as Adjusted EBITDA and Free Cash Flow, have not been prepared in accordance with United States generally

accepted accounting principles (“GAAP”). TOI’s non-GAAP financial measures may be different from non-GAAP financial

measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as

a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial

measures, you should consider the non-GAAP financial measures presented in this press release in conjunction with TOI’s financial

statements and the related notes thereto.

TOI believes that the use of Free Cash Flow

provides an additional tool to assess the Company's financial performance, evaluate its ability to generate cash from operations, and

plan for future investments and obligations. Free Cash Flow is useful in understanding the cash available for strategic initiatives. It

also helps in comparing TOI's financial performance with other similar companies, many of which use similar non-GAAP financial measures

to provide insights into their cash generation capabilities. However, the principal limitation of Free Cash Flow is that it does not account

for certain cash outflows or inflows that are required by GAAP to be recorded in TOI's financial statements. TOI defines Free Cash Flow

as net cash flow provided by (used in) operations plus cash paid for interest, less capital expenditures.

TOI believes that the use of Adjusted EBITDA

provides an additional tool to assess our operations and results of our performance, to plan and forecast future periods, and factors

and trends in, and in comparing our financial measures with, other similar companies, many of which present similar non-GAAP financial

measures to investors. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required

by GAAP to be recorded in TOI's financial statements.

TOI defines Adjusted EBITDA as net (loss)

income plus depreciation, amortization, interest, taxes, non-cash items, share-based compensation, goodwill impairment charges, change

in fair value of liabilities, unrealized gains or losses on investments and other adjustments to add-back the following: consulting and

legal fees related to acquisitions, one-time consulting and legal fees related to certain advisory projects, software implementations

and debt or equity financings, severance expense and temporary labor and recruiting charges to build out our corporate infrastructure.

A reconciliation of net cash flow used in

operations to Free Cash Flow and net loss to Adjusted EBITDA, the most comparable GAAP metrics, is set forth below:

Free Cash Flow Reconciliation

Three

Months Ended March 31,

Change

(dollars in thousands)

2026

2025

Net cash and cash equivalents

used in operating activities

$ (2,215 )

$ (4,988 )

$ 2,773

55.6 %

Cash paid for interest

888

1,290

(402 )

31.2 %

Purchases of property

and equipment

(1,042 )

(328 )

(714 )

(217.7 )%

Free Cash Flow

$ (2,369 )

$ (4,026 )

$ 1,657

41.2 %

Adjusted EBITDA Reconciliation

Three

Months Ended March 31,

Change

(dollars in thousands)

2026

2025

Net loss

$ (2,492 )

$ (19,585 )

$ 17,093

(87.3 )%

Depreciation and amortization

1,616

1,784

(168 )

(9.4 )%

Interest expense, net

1,934

5,570

(3,636 )

(65.3 )%

Income tax and other taxes

—

— %

Non-cash addbacks

(248 )

(163 )

(85 )

52.1 %

Share-based compensation

1,686

1,458

228

15.6 %

Changes in fair value of liabilities

(5,164 )

3,352

(8,516 )

(254.1 )%

Unrealized loss on investments

—

(6 )

(100.0 )%

Post-combination compensation expense

—

(13 )

(100.0 )%

Consulting fees

273

332

(59 )

(17.8 )%

Infrastructure and workforce costs

(86 )

2,124

(2,210 )

(104.0 )%

Adjusted EBITDA

$ (2,438 )

$ (5,109 )

$ 2,671

(52.3 )%

Key Business Metrics

Three

Months Ended March 31,

(dollars in thousands)

2026

2025

Affiliated and Network Clinics (1)

155

Markets

Lives under value-based contracts (millions)

2.0

Net loss

$ (2,492 )

$ (19,585 )

Adjusted EBITDA (in thousands)

$ (2,438 )

$ (5,109 )

(1) Clinics operated under the TOI PCs, whereby we receive a percentage of revenue

under our management services agreements, or MSAs, and are consolidated. Additionally, includes independent oncology practices to which

we provide limited management services and have network provider agreements, but do not bear the operating costs.

Consolidated

Balance Sheets (Unaudited)

(in thousands except share data)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$ 30,280

$ 33,565

Accounts receivable, net

58,134

58,998

Other receivables

1,316

322

Inventories

24,290

16,875

Prepaid

expenses and other current assets

2,843

2,987

Total current assets

116,863

112,747

Property and equipment, net

10,697

10,684

Operating right of use assets

22,520

22,374

Intangible assets, net

10,300

11,015

Goodwill

7,230

Other

assets

620

606

Total

assets

$ 168,230

$ 164,656

Liabilities and stockholders’

equity (deficit)

Current liabilities:

Accounts payable

$ 47,650

$ 43,167

Current portion of operating

lease liabilities

7,404

7,156

Accrued

expenses and other current liabilities

24,297

20,639

Total current liabilities

79,351

70,962

Operating lease liabilities

18,843

19,131

Derivative warrant liabilities

264

Conversion option derivative

liabilities

7,595

12,591

Long-term debt, net of unamortized

debt issuance costs

78,611

77,400

Other

non-current liabilities

Total liabilities

184,515

180,376

Stockholders’ deficit:

Common Stock, 0.0001 par value,

authorized 500,000,000 shares; 101,707,558 and 99,973,784 shares issued and outstanding at March 31, 2026 and 100,596,918

shares issued and 98,863,144 shares outstanding at December 31, 2025

Series A Convertible Preferred Stock, 0.0001 par value,

authorized 10,000,000 shares; 193,507 shares issued and outstanding at March 31, 2026 and 193,507 shares issued and outstanding

at December 31, 2025

—

Additional paid-in capital

258,635

256,708

Treasury Stock at cost, 1,733,774 shares at March 31, 2026 and December

31, 2025

(1,019 )

Accumulated

deficit

(273,911 )

(271,419 )

Total

stockholders’ equity (deficit)

(16,285 )

(15,720 )

Total

liabilities and stockholders’ equity (deficit)

$ 168,230

$ 164,656

Consolidated Statements of Operations (Unaudited)

(in thousands except share data)

Three Months Ended March 31,

2026

2025

Revenue

Patient services

$ 59,087

$ 53,068

Specialty Pharmacy

87,541

49,293

Clinical trials & other

813

2,045

Total operating revenue

147,441

104,406

Operating expenses

Direct costs – patient services

53,383

47,080

Direct costs – specialty pharmacy

70,743

39,863

Direct costs – clinical trials & other

—

214

Selling, general and administrative expense

28,212

25,376

Depreciation and amortization

1,616

1,784

Total operating expenses

153,954

114,317

Loss from operations

(6,513 )

(9,911 )

Other non-operating expense (income)

Interest expense, net

1,934

5,570

Change in fair value of derivative warrant liabilities

(168 )

Change in fair value of conversion option derivative liabilities

(4,996 )

3,309

Other, net

(791 )

752

Total other non-operating expense (income)

(4,021 )

9,674

Loss before provision for income taxes

(2,492 )

(19,585 )

Income taxes

—

Net loss

$ (2,492 )

$ (19,585 )

Net loss attributable to common stockholders, basic and diluted

$ (2,094 )

$ (16,075 )

Net loss per share attributable to common stockholders:

Basic

$ (0.02 )

$ (0.21 )

Diluted

$ (0.02 )

$ (0.21 )

Weighted-average number of shares outstanding:

Basic

101,801,609

77,098,825

Diluted

101,801,609

77,098,825

Consolidated

Statements of Cash Flows (Unaudited)

(in thousands)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss

$ (2,492 )

$ (19,585 )

Adjustments to reconcile net loss to cash and cash equivalents used in operating activities:

Depreciation and amortization

1,616

1,784

Amortization of debt issuance costs and debt discount

1,211

4,874

Share-based compensation

1,686

1,458

Change in fair value of liability classified warrants

(168 )

Change in fair value of liability classified conversion option derivatives

(4,996 )

3,309

Changes in operating assets and liabilities:

Accounts receivable

864

(985 )

Other receivables

(994 )

—

Inventories

(7,415 )

(2,269 )

Prepaid expenses

144

(1,078 )

Other assets

(14 )

(2 )

Accounts payable

4,611

5,057

Change in operating leases

(186 )

(162 )

Accrued expenses and other current liabilities

3,918

2,567

Other non-current liabilities

—

Net cash and cash equivalents used in operating activities

(2,215 )

(4,988 )

Cash flows from investing activities:

Purchases of property and equipment

(1,042 )

(328 )

Proceeds from asset disposition

—

126

Net cash and cash equivalents used in investing activities

(1,042 )

(202 )

Cash flows from financing activities:

Proceeds from private placement, net of offering costs

—

15,359

Proceeds from employee stock purchase plan

220

—

Payments made for financing of insurance payments

(260 )

(226 )

Principal payments on long-term debt

—

(20,000 )

Principal payments on financing leases

(9 )

(10 )

Common stock issued for options exercised

137

Net cash and cash equivalents provided by (used in) financing activities

(28 )

(4,740 )

Net decrease in cash and cash equivalents

(3,285 )

(9,930 )

Cash and cash equivalents at beginning of period

33,565

49,669

Cash and cash equivalents at end of period

$ 30,280

$ 39,739

Contacts

Media

The Oncology Institute, Inc.

Daniel Virnich, MD

danielvirnich@theoncologyinstitute.com

(562) 735-3226 x 81125

Investors

ICR Strategic Communications

investors@icrinc.com

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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