Prospectus Supplement No. 12
(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. 12 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
November 7, 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 is listed on the Capital Market of the Nasdaq
Stock Market LLC (“Nasdaq”), under the symbol “DCGO”. On November
9, 2022, the closing price of our Common Stock was $7.34.
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 November 10, 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): November 6,
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
(Address of principal executive offices) |
10001
(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 |
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
2.02 |
Results
of Operations and Financial Condition. |
On
November 7, 2022, DocGo Inc. (the “Company”) issued a press release
that announced earnings results for the quarter ended September 30,
2022. The press release also announces the decision of Stan
Vashovsky, the Company’s Chief Executive Officer and Chairman, to
retire from the Company, effective as of December 31, 2022, as
discussed in Item 5.02 below. This press release is furnished as
Exhibit 99.1 to this report.
The
information in Item 2.02 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On
November 6, 2022, Stan Vashovsky notified the Board of Directors of
the Company (the “Board”) that he intends to retire from the
Company and step down as the Company’s Chief Executive Officer,
director and Chairman of the Board, effective as of December 31,
2022 (the “Effective Time”). In connection with Mr. Vashovsky’s
retirement, the Board appointed Anthony Capone, the Company’s
current President, to succeed Mr. Vashovsky as the Chief Executive
Officer of the Company, effective upon the Effective Time. Mr.
Capone will no longer serve as the Company’s President as of such
time. Mr. Vashovsky will continue to consult with the Company
through 2023 pursuant to a transition agreement expected to be
entered between Mr. Vashovsky and the Company, the terms of which
agreement shall be disclosed following such time.
Mr.
Capone, age 35, has served as the Company’s President since
November 2021. Mr. Capone previously held various positions at
Ambulnz, Inc. between 2017 and 2021, including those of President,
Chief Technology Officer and Chief Product Officer. Prior to
Ambulnz, Mr. Capone served as the Chief Executive Officer, Chief
Technology Officer and Head of Sales at Fundbase, an investment
platform, from 2015 to 2017. From 2011 to 2013, Mr. Capone served
as the lead software engineer at Constant Contact, Inc., an online
marketing company. Mr. Capone earned his undergraduate degree from
the State University of New York College at Potsdam and his M.S. in
Computer Science from Clarkson University.
There
are no transactions involving Mr. Capone and the Company that
require disclosure under Item 404(a) of Regulation S-K. In
addition, there are no arrangements or understandings between Mr.
Capone and any other person pursuant to which he was selected to
serve as an officer of the Company.
In
addition, the Board also appointed Ira Smedra, an independent Class
I director of the Board, to succeed Mr. Vashovsky as Chairman of
the Board, effective upon the Effective Time.
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:
November 7, 2022
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