Prospectus Supplement No. 4
(to prospectus dated March 22, 2022)
|
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-261363
|

Up to 22,223,858 Shares of Common Stock
Up to 6,317,057 Shares of Common Stock Issuable
Upon
Exercise of the Warrants
Up to 2,533,333 Private Warrants
This prospectus supplement no. 4 is being filed to update and
supplement the prospectus dated March 22, 2022 (the “Prospectus”)
related to (1) the issuance by us of up to 6,317,057 shares of our
common stock, par value $0.0001 per share (“Common Stock”) that may
be issued upon exercise of warrants to purchase Common Stock at an
exercise price of $11.50 per share of Common Stock, including the
public warrants and the Private Warrants (as defined in the
Prospectus); and (2) the offer and sale, from time to time, by the
Selling Securityholders (as defined in the Prospectus) identified
in the Prospectus, or their permitted transferees, of (a) up to
22,223,858 shares of Common Stock and (b) up to 2,533,333 Private
Warrants, with the information contained in our Current Reports on
Form 8-K, filed with the Securities and Exchange Commission on June
22, 2022 and May 24, 2022 (the “Current Reports”). Accordingly, we
have attached the Current Reports to this prospectus supplement.
Any document, exhibit or information contained in the Current
Reports that has been deemed furnished and not filed in accordance
with Securities and Exchange Commission rules shall not be included
in this prospectus supplement.
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus and
any prior amendments or supplements thereto and if there is any
inconsistency between the information therein and this prospectus
supplement, you should rely on the information in this prospectus
supplement.
Our Common Stock and our Public Warrants are listed on the Capital
Market of the Nasdaq Stock Market LLC (“Nasdaq”), under the symbols
“DCGO” and “DCGOW,” respectively. On June 23, 2022, the closing
price of our Common Stock was $7.49 and the closing price for our
Public Warrants was $1.92.
Investing in our securities involves a high degree of risks. See
the section entitled “Risk Factors” beginning on page
17 of the Prospectus and any applicable prospectus
supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is June 24, 2022.
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):
June 20, 2022
DOCGO INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39618 |
|
85-2515483 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
35 West 35th Street,
Floor 6,
New York,
New York |
|
10001 |
(Address of
principal executive offices) |
|
(Zip
Code) |
(844)
443-6246
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ |
Written
communications 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
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications 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 per share |
|
DCGO |
|
The
Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of common stock at an
exercise price of $11.50 per share |
|
DCGOW |
|
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
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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
5.07 Submission
of Matters to a Vote of Security Holders
On Monday, June 20, 2022, DocGo Inc. (the “Company”) held its 2022
Annual Meeting of Stockholders (the “Annual Meeting”) at 12:00 p.m.
Eastern Time. As of the close of business on April 25, 2022, the
record date for the Annual Meeting, there were 100,345,233 shares
of common stock entitled to vote at the Annual Meeting. The results
of the matters voted upon at the Annual Meeting were as
follows:
1. |
Election of the three Class I
director nominees to serve until the 2025 Annual Meeting of
Stockholders or until their successors are duly elected and
qualified (Proposal 1): |
Director Nominee
|
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
Mr.
Stan Vashovsky |
|
64,326,840 |
|
4,192,954 |
|
10,740,882 |
Mr.
Ira Smedra |
|
63,128,684 |
|
5,391,110 |
|
10,740,882 |
Mr.
Ely D. Tendler |
|
63,880,550
|
|
4,639,244 |
|
10,740,882 |
2. |
Ratification of the appointment of
Urish Popeck & Co., LLC as the Company’s independent registered
public accounting firm for the year ending December 31, 2022
(Proposal 2): |
Votes For
|
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
79,160,326 |
|
38,061 |
|
62,289 |
|
— |
SIGNATURES
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.
|
DOCGO INC. |
|
|
|
|
By: |
/s/
Andre Oberholzer |
|
|
Name: Andre Oberholzer |
|
|
Title: Chief Financial Officer |
|
|
|
Date: June 22, 2022
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
24, 2022
DOCGO INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39618 |
|
85-2515483 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
35 West 35th
Street,
Floor 5,
New York,
New York |
|
10001 |
(Address of principal executive
offices) |
|
(Zip Code) |
(844) 443-6246
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written communications 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 communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications 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 per share |
|
DCGO |
|
The Nasdaq Stock
Market LLC |
Warrants, each exercisable for one share of common stock at an
exercise price of $11.50 per share |
|
DCGOW |
|
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 7.01 Regulation FD Disclosure
On May 24, 2022, DocGo Inc. (the “Company”) issued a press release
announcing that its Board of Directors has approved a share
repurchase program to purchase up to $40 million of the Company’s
common stock. Under the terms of the repurchase program, the
Company may purchase shares of its common stock on a discretionary
basis from time to time through open market repurchases, privately
negotiated transactions, or other means, including through Rule
10b5-1 trading plans. The timing and actual number of shares
repurchased will depend on a variety of factors, including stock
price, trading volume, market conditions, corporate and regulatory
requirements, and other general business considerations. The
repurchase program will expire on November 24th, 2023, and may be
modified, suspended, or discontinued at any time without prior
notice.
A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in Item 7.01 of this report and the exhibit
attached hereto is being furnished and shall not be deemed “filed”
for purposes of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor shall it be deemed incorporated by
reference into any registration statement or other filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference to such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
|
DOCGO
INC. |
|
|
|
|
By: |
/s/ Andre Oberholzer |
|
|
Name: |
Andre
Oberholzer |
|
|
Title: |
Chief Financial
Officer |
Date: May 24, 2022
2
DocGo (NASDAQ:DCGO)
Historical Stock Chart
From Sep 2023 to Oct 2023
DocGo (NASDAQ:DCGO)
Historical Stock Chart
From Oct 2022 to Oct 2023