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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 10, 2022
(Exact name of registrant as specified in its charter)
or other jurisdiction
35 West 35th Street,
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last
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.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
of each class
Name of each exchange on
Common stock, par value $0.0001 per share
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.
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Ms. Vina Leite as an Independent Board
On November 10, 2022, the Board of Directors (the “Board”) of DocGo
Inc. (the “Company”) increased the size of the Board from six to
seven directors with the one newly created directorship being
allocated to Class II, effective as of such date, in accordance
with the Company’s Second Amended and Restated Certificate of
Incorporation and the Company’s Amended and Restated Bylaws. The
Board appointed Ms. Leite to fill the newly created directorship as
a Class II director and to hold office until the next election of
Class II directors and until her successor shall have been duly
elected and qualified or until her earlier death, resignation,
removal, retirement or disqualification. Ms. Leite currently serves
as Chief People Officer at GoodRx, Inc., a publicly traded company
that offers digital resources for healthcare.
Ms. Leite will participate in the Company’s standard compensation
program for non-employee directors, as determined by the Board from
time to time and disclosed in the Company’s 2022 proxy statement.
In connection her appointment to the Board, the Board approved an
initial grant to Ms. Leite of a number of nonqualified stock
options under the DocGo Inc. 2021 Stock Incentive Plan, with a
grant date of November 17, 2022 (the “Grant Date”), equal to
$320,000 divided by the Black-Scholes value of a nonqualified stock
option on the Grant Date, as determined by the Company (such
quotient, rounded to the nearest whole number), with a per share
exercise price equal to the closing price of a share of the
Company’s common stock on the Grant Date. The grant shall vest as
to one-third of the shares subject to the stock option on each of
the first, second and third anniversaries of the Grant Date. Ms.
Leite has also entered into a standard indemnification agreement
with the Company, which was previously filed as Exhibit 10.10 to
the Company’s Current Report on Form 8-K, which was filed on
November 12, 2021.
There are no transactions involving Ms. Leite and the Company that
require disclosure under Item 404(a) of Regulation S-K. In
addition, there are no arrangements or understandings between Ms.
Leite and any other person pursuant to which she was selected to
serve as a director.
On November 14, 2022, the Company issued a press release announcing
Ms. Leite’s appointment to the Board, a copy of which is attached
to this Current Report on Form 8-K as Exhibit 99.1.
On November 10, 2022, the Board approved several leadership changes
effective as of December 31, 2022 (the “Effective Time”).
Specifically, the Board appointed Mr. Lee Bienstock as the
Company’s President, effective as of the Effective Time, in
addition to his current role as the Company’s Chief Operating
Officer. Additionally, as of the Effective Time, Mr. Andre
Oberholzer will be promoted from his current role as the Company’s
Chief Financial Officer to the role of Treasurer and Executive Vice
President of Capital Markets and Strategy, and Mr. Norman Rosenberg
will succeed Mr. Oberholzer as the Chief Financial Officer of the
Company, in addition to continuing to serve in his current role as
the Chief Financial Officer of Ambulnz Holdings, LLC. Mr. Rosenberg
will also assume the role of the Company’s principal accounting
officer from Mr. Oberholzer as of the Effective Time.
Mr. Bienstock, age 39, has served as the Company’s Chief Operating
Officer since March 2022. Previously, he served at Alphabet Inc., a
multinational technology and internet services company, in a
variety of roles since 2011, including most recently as the Global
Head of Business Development at Google Devices and Services between
June 2019 and March 2022 and as the Head of Partnerships at Google
Fiber from 2014 to 2019. Mr. Bienstock received his M.B.A. from the
Wharton School of Business at the University of Pennsylvania and
his B.S. in Policy Analysis & Management with distinction from
Mr. Oberholzer, age 64, has served as the Company’s Chief Financial
Officer since November 2021. He previously served as Chief
Financial Officer of Ambulnz, Inc. from 2015 until November 2021.
From 2006 to 2012, Mr. Oberholzer served as Chief Financial Officer
at a division of Altegrity Risk International, a consulting and
information services company, where he was responsible for
restructuring and strategic projects. From 2005 to 2006, he served
as Chief Financial Officer at WageWorks, Inc., a benefits
administration company, where he was responsible for M&A
integration and SOX readiness. From 2001 to 2005, Mr. Oberholzer
served as Chief Financial Officer of Philips Electronics (EES) and
Philips Healthcare (Customer Service), where his responsibilities
included new business modeling, restructuring, M&A integration
and maximization of earnings. He started his professional career at
PricewaterhouseCoopers and has 13 years of experience in audit as a
Chartered Accountant and a C.P.A. Mr. Oberholzer earned his B.
Comm. in Accounting, Economics and Audit from the University of
Mr. Rosenberg, age 53, has served as the Chief Financial Officer of
Ambulnz Holdings, LLC since January 2020. From January 2015 to
December 2019, Mr. Rosenberg served in a variety of roles at
AmTrust Financial, Inc., an insurance company, including as
President of the Direct-to-Consumer Division and Chief Financial
Officer of AmTrust’s global fee companies. He previously served as
Chief Financial Officer of KDDI Global, a telecommunications
company and a division of Japan’s KDDI Corporation, from March 2009
to December 2014, as Chief Financial Officer of the Americas for
the Marsh, Inc., an insurance company and a division of Marsh &
McLennan Companies, from August 2007 to October 2008, and as Chief
Financial Officer of IDT Telecom (NYSE: IDT), a telecommunications
company, from April 2001 to July 2007. Mr. Rosenberg also
previously served as Vice President of Capital Markets at IDT
Telecom from October 1999 to March 2001. From 1995 to 1999, Mr.
Rosenberg worked as an equity analyst for Standard & Poor’s
Corporation. Mr. Rosenberg earned his M.S. from Johns Hopkins
University and he is a Chartered Financial Analyst.
There are no transactions involving Messrs. Bienstock, Oberholzer
and Rosenberg and the Company that require disclosure under Item
404(a) of Regulation S-K. In addition, there are no arrangements or
understandings between Messrs. Bienstock, Oberholzer and Rosenberg
and any other person pursuant to which they were selected to serve
as officers of the Company.
The November 14, 2022 press release, which is attached to this
Current Report on Form 8-K as Exhibit 99.1, also announced these
Item 9.01 Financial Statements and Exhibits.
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.
Date: November 14, 2022
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