Net Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Basic and Diluted Net Income (Loss) Per Share to Common Stockholders

The following table sets forth the computation of the Company's basic net income (loss) per share to common stockholders for the years ended December 31, 2023 and 2022.


(in thousands, except share data)	Year Ended December 31,
	2023		2022
Net income (loss) attributable to TOI	$	(83,068)	$	152
Less: Deemed dividend	—		64
Net income (loss) attributable to TOI available for distribution	(83,068)		88
Net income (loss) attributable to participating securities, basic	(15,191)		20
Net income (loss) attributable to common stockholders, basic	$	(67,877)	$	68
Weighted average common shares outstanding, basic	73,748,660		72,793,497
Net income (loss) per share attributable to common stockholders, basic	$	(0.92)	$	—

The following table sets forth the computation of the Company's diluted net loss per share to common stockholders for the years ended December 31, 2023 and 2022.


(in thousands, except share data)	Year Ended December 31,
	2023		2022
Net income (loss) attributable to TOI	$	(83,068)	$	152
Less: Deemed dividend	—		64
Less: Change in fair value of convertible option derivative liabilities(1)	—		20,656
Net loss attributable to TOI available for distribution	(83,068)		(20,568)
Net loss attributable to participating securities, diluted	(15,191)		(3,588)
Net loss attributable to common stockholders, diluted	$	(67,877)	$	(16,980)
Weighted average common shares outstanding, basic	73,748,660		72,793,497
Dilutive effect of stock options	—		2,572,570
Dilutive effect of RSUs	—		77,717
Dilutive effect of Medical RSUs	—		61,007
Dilutive effect of convertible note	—		5,100,809
Weighted average shares outstanding, diluted	73,748,660		80,605,600
Net loss per share attributable to common stockholders, diluted	$	(0.92)	$	(0.21)

(1) Inclusive of interest expense and amortization of debt issuance cost and debt discount related to the Senior Secured Convertible Note.

Summary of Computation of Diluted Net Loss Per Share

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	Year Ended December 31,
	2023	2022
Convertible note	12,839,967	—
Stock options	8,525,262	4,461,592
RSUs	2,176,422	1,677,516
Medical RSUs	—	301,396
Earnout Shares	1,401,064	1,417,632
Public Warrants	5,749,986	5,749,986
Private Warrants	3,177,542	3,177,542