--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-103884" form_type: "8-K" ticker: null cik: "0001839998" company_name: "American Oncology Network, Inc." filed_at: "2023-09-26T23:59:59+00:00" generated_at: "2026-06-10T08:52:05.655566+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # American Oncology Network completes de-SPAC merger with DTOC; begins trading as AONC ## Summary - Business combination closed Sept 20, 2023; DTOC renamed American Oncology Network, Inc. (New AON). - Post-closing: 9.53M Class A shares and 25.11M Class B shares outstanding; AON equityholders hold ~63.3%. - AEA Growth received 6.65M Series A preferred shares (8% dividend, convertible after 3 years at $16 trigger). - Sponsor lock-up for 12 months; 2.92M earnout shares vest at $13.50 VWAP within 5 years. - Prior to closing, 1.7M DTOC shares redeemed at ~$10.50 per share. ## SEC filing metadata - accession: 0001104659-23-103884 - form_type: 8-K - cik: 0001839998 - company_name: American Oncology Network, Inc. - filed_at: 2023-09-26T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 3.02, 9.01, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/tm2326791d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-103884 - JSON: https://secwatch.observer/filing/0001104659-23-103884.json - Plain text: https://secwatch.observer/filing/0001104659-23-103884.txt ## Key facts - Auditor Changes American Oncology Network, Inc. engaged PricewaterhouseCoopers LLP as its auditor. - Action: engagement - Auditor: PricewaterhouseCoopers LLP source text: On September 20, 2023, the audit committee of the Board approved the engagement of PricewaterhouseCoopers LLP (“ PwC ”) as New AON’s independent registered public accounting firm to audit New AON’s consolidated financial statements for the year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Auditor Changes American Oncology Network, Inc. dismissed Marcum LLP as its auditor. - Action: dismissal - Auditor: Marcum LLP source text: On September 20, 2023, the Board dismissed Marcum LLP (“ Marcum ”), DTOC’s independent registered public accounting firm prior to the Business Combination, effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Ravi Sarin was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Todd Schnoherz was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Bradley Fluegel was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change James Stith was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Vipul Patel was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change David H. Gould was appointed as Chief Financial Officer at American Oncology Network, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Immediately following the consummation of the Business Combination, the following individuals became the executive officers of New AON: Todd Schonherz, Chief Executive Officer, David H. Gould, Chief Financial Officer and Stephen “Fred” Divers, Chief Medical Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Stephen “Fred” Divers was appointed as Chief Medical Officer at American Oncology Network, Inc.. - Action: appointed - Role: Chief Medical Officer source text: Immediately following the consummation of the Business Combination, the following individuals became the executive officers of New AON: Todd Schonherz, Chief Executive Officer, David H. Gould, Chief Financial Officer and Stephen “Fred” Divers, Chief Medical Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Stephen “Fred” Divers was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Todd Schonherz was appointed as Chief Executive Officer at American Oncology Network, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Immediately following the consummation of the Business Combination, the following individuals became the executive officers of New AON: Todd Schonherz, Chief Executive Officer, David H. Gould, Chief Financial Officer and Stephen “Fred” Divers, Chief Medical Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Shalin Shah was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Executive change Vance M. Wright-Browne was appointed as Director at American Oncology Network, Inc.. - Action: appointed - Role: Director source text: The Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2024, will be Shalin Shah and James Stith, the Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2025, will be Stephen “Fred” Divers, Vipul Patel and Vance M. Wright-Browne and the Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2026, will be Todd Schnoherz, Bradley Fluegel, and Ravi Sarin. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Governance Changes American Oncology Network, Inc.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors effective upon the Closing Date (effective 2023-09-20). - Change: code of ethics - Effective: 2023-09-20 source text: Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company (including its Chief Executive Officer and other executive and senior financial officers), which is available on the Company’s website at https://www.aoncology.com/. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Governance Changes American Oncology Network, Inc.: Upon the Closing, the Company ceased to be a shell company (effective 2023-09-20). - Change: shell status - Effective: 2023-09-20 source text: Upon the Closing, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Governance Changes American Oncology Network, Inc.: Adopted amended and restated bylaws in connection with the Business Combination, replacing DTOC's prior bylaws (effective 2023-09-20). - Change: bylaw amendment - Effective: 2023-09-20 source text: on September 20, 2023, the Company filed the Charter with the Delaware Secretary of State, and also adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”) on September 20, 2023, which replace DTOC’s Amended and Restated Certificate of Incorporation and Bylaws in effect as of such time, respectively. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - Governance Changes American Oncology Network, Inc.: Filed a new Charter with the Delaware Secretary of State, replacing DTOC's prior certificate of incorporation (effective 2023-09-20). - Change: charter amendment - Effective: 2023-09-20 source text: on September 20, 2023, the Company filed the Charter with the Delaware Secretary of State, and also adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”) on September 20, 2023, which replace DTOC’s Amended and Restated Certificate of Incorporation and Bylaws in effect as of such time, respectively. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm - M&A Transactions American Oncology Network, Inc. underwent a change of control involving American Oncology Network, LLC (AON) (closed 2023-09-20). - Action: change of control - Counterparty: American Oncology Network, LLC (AON) - Closing: 2023-09-20 source text: As a result of the completion of the Business Combination, a change of control of DTOC has occurred, and the stockholders of DTOC (including shares held by the founders of DTOC) as of immediately prior to the Closing held 20.56% of the outstanding shares of New AON Common Stock immediately following the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1839998/000110465923103884/0001104659-23-103884-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.