|
Prospectus Supplement No. 9
(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. 9 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 Report on
Form 8-K, filed with the Securities and Exchange Commission on
August 15, 2022 (the “Current Report”). Accordingly, we have
attached the Current Report to this prospectus supplement. Any
document, exhibit or information contained in the Current Report
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 August 15, 2022, the closing
price of our Common Stock was $10.20 and the closing price for our
Public Warrants was $2.25.
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 August 15, 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): August
15, 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 8.01 Other Events
On
August 15, 2022, DocGo Inc. (the “Company”) issued a press release
announcing the redemption of all of its outstanding warrants to
purchase shares of the Company’s common stock, $0.0001 par value
per share, that were issued under the Warrant Agreement dated as of
October 14, 2020, by and between the Company (formerly known as
Motion Acquisition Corp.) and Continental Stock Transfer &
Trust Company, as warrant agent. A copy of the press release is
filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
A
copy of the Notice of Redemption delivered by the Company is
attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Neither this Current Report on Form 8-K, the press release attached
hereto as Exhibit 99.1, nor the Notice of Redemption attached
hereto as Exhibit 99.2 constitutes an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
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.
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DOCGO INC. |
| |
|
|
| |
By: |
/s/
Andre Oberholzer |
| |
|
Name: |
Andre
Oberholzer |
| |
|
Title: |
Chief Financial Officer |
Date: August 15, 2022
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
DocGo Announces Redemption of All Outstanding Warrants
NEW YORK – August 15, 2022 – DocGo Inc.
, a leading provider of
last-mile mobile health services and integrated ambulance medical
transportation solutions (Nasdaq: DCGO), announced today
that it will redeem
all of its outstanding warrants (the “Public Warrants”) to purchase
shares of DocGo’s common stock, par value $0.0001 per share (the
“Common Stock”), that were issued under the Warrant Agreement,
dated as of October 14, 2020 (the “Warrant Agreement”), by and
between Motion Acquisition Corp. (“Motion”) and Continental Stock
Transfer & Trust Company, as warrant agent (the “Warrant
Agent”), as part of the units sold in Motion’s initial public
offering (the “IPO”), and that remain outstanding at 5:00 p.m. New
York City time on September 16, 2022 (the Redemption Date”) for a
redemption price of $0.10 per Public Warrant. In addition, DocGo
will redeem all of its outstanding warrants to purchase Common
Stock that were issued under the Warrant Agreement in a private
placement simultaneously with the IPO (the “Private Warrants” and,
together with the Public Warrants, the “Warrants”).
Under the terms of the Warrant Agreement, DocGo has the right to redeem all of the
outstanding Warrants at a redemption price of $0.10 per Public
Warrant if the last sales price of the Common Stock reported
exceeds $10.00 per share on the trading day prior to the date on
which a notice of redemption is given. The last sales
price of the Common Stock on August 12, 2022 (which is the
trading day prior to the date of this redemption notice) was at
least $10.00 per share. At the direction of DocGo, the
Warrant Agent will deliver a notice of redemption (the “Redemption
Notice”) to each of the registered holders of the outstanding
Warrants.
The Warrants may be exercised by the holders thereof until 5:00
p.m. New York City time on the Redemption Date to acquire fully
paid and non-assessable shares of Common Stock underlying such
Warrants. Payment upon exercise of the Warrants may be made either
(i) in cash, at an exercise price of $11.50 per share of
Common Stock, or (ii) on a “cashless basis,” in which the
exercising holder will receive a number of shares of Common Stock
to be determined in accordance with the terms of the Warrant
Agreement and based on the Redemption Date and the average last
reported sale price of the Common Stock for the ten (10) trading
days ending on the third trading day prior to the of the date on
which the Redemption Notice is sent to the registered holders of
the outstanding Warrants (the “Redemption Fair Market Value”).
Accordingly, the Redemption Fair Market Value is 0.2233 of a share
of Common Stock for each Warrant surrendered for exercise on a
“cashless basis”. If any holder of Warrants would, after taking
into account all of such holder’s Warrants exercised at one time on
a cashless basis, be entitled to receive a fractional interest in a
share of Common Stock, the number of shares the holder will be
entitled to receive will be rounded up to the nearest whole number
of shares.
Any Warrants that remain unexercised at 5:00 p.m. New York City
time on the Redemption Date will be void and no longer exercisable,
and the holders of those Warrants will be entitled to receive only
the Redemption Price of $0.10 per Warrant.
None of DocGo, its board of directors or employees has made or is
making any representation or recommendation to any holder of the
Warrants as to whether to exercise or refrain from exercising any
Warrants.
The Company has filed a registration statement on Form S-1
(Registration No. 333-261363) (the “Registration Statement”) with
the Securities and Exchange Commission (“SEC”) relating to the
offer and sale of the shares of Common Stock underlying the
Warrants under the Securities Act of 1933, as amended, which
Registration Statement previously has been declared effective by
the SEC.
The SEC maintains an Internet website, www.sec.gov, through which
copies of filings that DocGo makes with the SEC, including the
prospectus filed as part of the Registration Statement, are
available.
Questions concerning redemption and exercise of the Warrants can be
directed to the Warrant Agent, Continental Stock Transfer &
Trust Company, 1 State Street, 30th Floor, New York, NY 10004,
attention: Reorganization Department, telephone: (212)
509-4000.
No Offer or Solicitation
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of DocGo’s securities nor shall
there be any offer, solicitation or sale of any of DocGo’s
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such
jurisdiction.
# # #
About DocGo
DocGo is a leading provider of last-mile mobile health services.
DocGo is disrupting the traditional four-wall healthcare system by
providing high quality, highly affordable care to patients where
and when they need it. DocGo’s innovative technology and dedicated
field staff of certified health professionals elevate the quality
of patient care and drive business efficiencies for facilities,
hospital networks, and health insurance providers. With Mobile
Health, DocGo empowers the full promise and potential of telehealth
by facilitating healthcare treatment, in tandem with a remote
physician, in the comfort of a patient’s home or workplace.
Together with DocGo’s integrated Ambulnz medical transport
services, DocGo is bridging the gap between physical and virtual
care. For more information, please visit www.docgo.com.
Forward-Looking Statements
This announcement contains forward-looking statements (including
within the meaning of Section 21E of the U.S. Securities Exchange
Act of 1934, as amended, and Section 27A of the U.S. Securities Act
of 1933, as amended) concerning DocGo. These statements include,
but are not limited to, statements that address our expected future
business and financial performance and statements about (i) our
plans, objectives and intentions with respect to future operations,
services and products, (ii) our competitive position and
opportunities, and (iii) other statements identified by words such
as “may”, “will”, “expect”, “intend”, “plan”, “potential”,
“believe”, “seek”, “could”, “estimate”, “judgment”, “targeting”,
“should”, “anticipate”, “predict” “project”, “aim”, “goal”,
“outlook”, “guidance”, and similar words, phrases or expressions.
These forward-looking statements are based on management’s current
expectations and beliefs, as well as assumptions made by, and
information currently available to, management, and current market
trends and conditions. Forward-looking statements inherently
involve risks and uncertainties, many of which are beyond our
control, and which may cause actual results to differ materially
from those contained in our forward-looking statements.
Accordingly, you should not place undue reliance on such
statements. Particular uncertainties that could materially affect
current or future results include possible accounting adjustments
made in the process of finalizing reported financial results; any
risks associated with global economic conditions and concerns; the
effects of global outbreaks of pandemics or contagious diseases or
fear of such outbreaks, such as the COVID-19 coronavirus pandemic;
competitive pressures; pricing declines; rates of growth in our
target markets; our ability to improve gross margins;
cost-containment measures; legislative and regulatory actions; the
impact of legal proceedings and compliance risks; the impact on our
business and reputation in the event of information technology
system failures, network disruptions, cyber-attacks, or losses or
unauthorized access to, or release of, confidential information;
and the ability of the company to comply with laws and regulations
regarding data privacy and protection. We undertake no intent or
obligation to publicly update or revise any of these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Media Contact:
Janine Warner
Crowe PR
docgo@crowepr.com
(646) 916-5314
Investors:
Steve Halper
LifeSci
Advisors
shalper@lifesciadvisors.com
ir@docgo.com
646-876-6455
Exhibit 99.2
August
15, 2022
NOTICE
OF REDEMPTION OF ALL OUTSTANDING WARRANTS (CUSIP
256086117)
Dear
Warrant Holder,
DocGo
Inc. (the “Company”) hereby gives notice that it is
redeeming, at 5:00 p.m. New York City time on September 16, 2022
(the “Redemption Date”), all of the Company’s
outstanding Warrants (as defined in the Warrant Agreement (defined
below)) (the “Warrants”) to purchase shares of the
Company’s common stock, $0.0001 par value per share (the
“Common Stock”), for a redemption price of $0.10 per
Warrant (the “Redemption Price”), that were issued
under the Warrant Agreement dated as of October 14, 2020 (the
“Warrant Agreement”), by and between the Company’s
predecessor company, Motion Acquisition Corp.
(“Motion”), and Continental Stock Transfer &
Trust Company, as warrant agent (the “Warrant
Agent”), as part of the units sold in Motion’s initial
public offering (the “Public Warrants”) or in a
private placement consummated simultaneously with the IPO (the
“Private Warrants”). Each Warrant entitles the holder
thereof to purchase one share of Common Stock for a purchase price
of $11.50 per whole share, subject to adjustment. Any Warrants that
remain unexercised at 5:00 p.m. New York City time on the
Redemption Date will be void and no longer exercisable and their
holders will have no rights with respect to those Warrants, except
to receive the Redemption Price or as otherwise described in this
notice for holders who hold their Warrants in “street
name.”
The
Public Warrants are listed on the Nasdaq Stock Market LLC (the
“Nasdaq”) under the symbol “DCGOW” and the Common
Stock is listed on the Nasdaq under the symbol “DCGO.” On August
12, 2022, the last reported sale price of the Public Warrants was
$2.42 and the last reported sale price of the Common Stock was
$10.18 per share. We expect that the Nasdaq will suspend trading
in the Public Warrants prior to the opening of trading on the
Redemption Date, and that the last day of trading will be the
immediately preceding trading day, which is expected to be
Thursday, September 15, 2022.
TERMS
OF REDEMPTION; CESSATION OF RIGHTS
The
rights of the Warrant holders to exercise their Warrants will
terminate immediately prior to 5:00 p.m. New York City time on the
Redemption Date. At 5:00 p.m. New York City time on the
Redemption Date and thereafter, the Warrants will no longer be
exercisable and the holders of unexercised Warrants will have no
rights with respect to those Warrants, except to receive the
Redemption Price or as otherwise described in this notice for
holders who hold their Warrants in “street name.” We encourage you
to consult with your broker, financial advisor and/or tax advisor
to consider whether or not to exercise your Warrants. Note that
the act of exercising is VOLUNTARY, meaning holders must
instruct their broker to submit the Warrants for
exercise.
The
Company is exercising this right to redeem the Warrants pursuant to
Section 6 of the Warrant Agreement. Pursuant to Section 6.1.2 of
the Warrant Agreement, the Company has the right to redeem all of
the outstanding Warrants if the last sales price of the Common
Stock reported exceeds $10.00 per share on the trading day prior to
the date on which a notice of redemption is given. The last sales
price of the Common Stock on August 12, 2022 (which is the trading
day prior to the date of this redemption notice) was at least
$10.00 per share.
EXERCISE
PROCEDURE
Warrant
holders have until 5:00 p.m. New York City time on the Redemption
Date to exercise their Warrants to purchase shares of Common Stock.
Warrants may be exercised for cash at a cash price of $11.50 per
whole share (the “Cash Exercise Price”), or on a “cashless
basis” as described below.
Cash Exercise: Subject to the terms below and prior to the
delivery of this notice of redemption, a Warrant entitles the
holder thereof to purchase one share of Common Stock at a cash
price of $11.50 per Warrant (the “Cash Exercise
Price”). Payment of the Cash Exercise Price may be made by
wire transfer of immediately available funds. Wire instructions
will be provided to the Depository Trust Company and will otherwise
be provided upon request.
Cashless Exercise: If exercising on a “cashless basis”, a
holder exercising a Warrant will surrender Warrants for a certain
number of shares of Common Stock as determined in the Warrant
Agreement. Accordingly, by virtue of the cashless exercise of
the Warrants, exercising warrant holders will receive 0.2233 of a
share of Common Stock for each Warrant surrendered for
exercise.
The
number of shares that each exercising warrant holder will receive
by virtue of the cashless exercise was calculated in accordance
with the provisions of Section 6.1.2 of the Warrant Agreement as
set forth in the Election to Purchase (a form which is attached
hereto as Annex A hereto) (the “Election to
Purchase”). If by reason of any exercise of Warrants on a
cashless basis, any holder of Warrants would, after taking into
account all of such holder’s Warrants exercised at one time, be
entitled to receive a fractional interest in a share of Common
Stock, the number of shares of Common Stock the holder will be
entitled to receive will be rounded up to the nearest whole number
of shares of Common Stock.
Those
who hold their Warrants in “street name” should immediately contact
their broker to determine their broker’s procedure for exercising
their Warrants since the process to exercise is
VOLUNTARY.
Persons
who are holders of record of their Warrants may exercise their
Warrants by sending:
|
1. |
The
Warrant Certificate; |
|
2. |
A
fully and properly completed Election to Purchase, duly executed
and indicating, among of things, the number of Warrants being
exercised; and |
|
3. |
If
exercising the applicable Warrants for cash, the Cash Exercise
Price via wire transfer, |
to:
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
Telephone: (212) 509-4000
The
method of delivery of the Warrants is at the option and risk of the
holder, but if mail is used, registered mail properly insured is
suggested.
The
Warrant Certificate, the fully and properly completed Election to
Purchase and, if the applicable Warrants are exercised for cash,
payment in full of the Cash Exercise Price must be received by
Continental Stock Transfer & Trust Company prior to 5:00 p.m.
New York City time on the Redemption Date. Subject to the
following paragraph, any failure to deliver a fully and properly
completed Election to Purchase together with the related Warrant
Certificate and, if applicable, the Cash Exercise Price, before
such time will result in such holder’s Warrants being redeemed at
the Redemption Price of $0.10 per Warrant and not
exercised.
For
holders of Warrants who hold their Warrants in “street name,”
provided that a Notice of Guaranteed Delivery is received by the
Warrant Agent prior to 5:00 p.m. New York City time on the
Redemption Date, broker-dealers shall have two business days from
the Redemption Date, or 5:00 p.m. New York City time on September
20, 2022, to deliver the Warrants to the Warrant Agent. Any such
Warrant received without an Election to Purchase and a Notice of
Guaranteed Delivery having been duly executed and fully and
properly completed will be deemed to have been delivered for
redemption at the Redemption Price of $0.10 per Warrant, and not
for exercise.
PROSPECTUS
A
prospectus (and the supplements thereto) covering the shares of
Common Stock issuable upon the exercise of the Warrants (and the
supplements thereto) is included in a registration statement filed
with, and declared effective by, the Securities and Exchange
Commission (Registration No. 333-261363) (the “SEC”).
The SEC also maintains an Internet website that contains a copy of
this prospectus. The address of this site is www.sec.gov.
Alternatively, to obtain a copy of the prospectus (and the
supplements thereto), please visit our investor relations website
(ir.docgo.com).
REDEMPTION
PROCEDURE
Payment
of the Redemption Price will be made by the Company upon
presentation and surrender of a Warrant for payment after 5:00 p.m.
New York City time on the Redemption Date. Those who hold their
shares in “street name” should contact their broker to determine
their broker’s procedure for redeeming their Warrants.
*********************************
Any
questions you may have about redemption and exercising your
Warrants may be directed to the Warrant Agent at its address and
telephone number set forth above.
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Sincerely, |
| |
DOCGO INC. |
| |
|
| |
/s/
Stan Vashovsky |
| |
Name: Stan Vashovsky |
| |
Title: Chief Executive
Officer |
ANNEX
A
DOCGO
INC.
Election
to Purchase
(To
Be Executed Upon Exercise of Warrant)
The
Warrants to purchase shares of Common Stock were called for
redemption by the Company in the Notice of Redemption dated August
15, 2022 (the “Redemption Notice”) pursuant to Section 6.1.2 of the
Warrant Agreement. Pursuant to the terms of the Warrant Agreement,
each whole Warrant is exercisable for one fully paid and
non-assessable share of Common Stock. Any Warrants that remain
unexercised at 5:00 p.m. New York City time on the redemption date
will be void and no longer exercisable, and the holders of those
Warrants will be entitled to receive only the redemption price of
$0.10 per Warrant. All capitalized terms used but not defined
herein shall have the meanings assigned to them in the Redemption
Notice.
The
undersigned is the holder of Warrants of the Company and hereby
irrevocably elects to exercise the right to receive the number of
shares of Common Stock as set forth below and herewith tenders
payment for such shares of Common Stock, to the order of the
Company, in accordance with the terms of the Warrant Agreement,
pursuant to (choose one of the following):
CHECK
ONE BOX BELOW AND COMPLETE THE CORRESPONDING PARAGRAPH:
Cash Exercise
□
Section 3.3.1(a): in lawful money of the United States, by good
certified check or good bank draft payable to the order of the
Warrant Agent in the amount calculated as follows:
|
(a) |
____________
is the number of shares of Common Stock underlying the Warrants the
undersigned is exercising pursuant to Section 3.3.1(a). |
|
(b) |
$___________
is the aggregate Cash Exercise Price representing the product of
the number of shares underlying the Warrants being exercised
pursuant to Section 3.3.1(a) as represented above in “(a)”
multiplied by the $11.50 per Cash Exercise Price. |
Cashless Exercise
□
Section 3.3.1(d) and Section 6.1.2 of the Warrant Agreement on a
“cashless basis” calculated as follows:
|
(a) |
____________
is the number of shares of Common Stock underlying the Warrants the
undersigned is exercising pursuant to Section 3.3.1(d) and Section
6.1.2 of the Warrant Agreement. |
|
(b) |
50 is
the number of months from the Redemption Date to the expiration of
the Warrants. |
|
(c) |
$10.00
is the “Fair Market Value” as calculated pursuant to Sections 3.3.1
and 6.1.2 of the Warrant Agreement. |
|
(d) |
0.2233
is the ratio obtained using the values obtained in “(b)” and “(c)”
by reference to the table set forth in Section 6.1.2 of the Warrant
Agreement. |
|
(e) |
__________
is the number of shares of Common Stock issued on exercise of the
Warrants pursuant to Sections 3.3.1 and 6.1.2 of the Warrant
Agreement (i.e., “(a)” multiplied by “(d)”). |
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| |
(Date) |
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(Signature) |
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| |
|
| |
|
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(Address) |
| |
(Tax Identification Number) |
Signature
Guaranteed:
__________________________________________________
THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR
RULE)) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
4
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