Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
February 03 2022 - 6:00AM
Edgar (US Regulatory)
Prospectus Supplement No. 1
(to prospectus dated January 3, 2022)
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-261363
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Up to 28,234,175 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. 1 is being filed to update and supplement information contained in the prospectus dated January 3, 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 28,234,175 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 January 28, 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, under the symbols “DCGO”
and “DCGOW,” respectively. On February 1, 2022, the closing price of our Common Stock was $7.53 and the closing price for
our Public Warrants was $1.87.
_______________________
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
February 2, 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): January 28, 2022
DOCGO
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39618
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85-2515483
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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35
West 35th Street, Floor 5, New York, New York
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10001
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which
registered
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Common
stock, par value $0.0001 per share
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DCGO
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The
Nasdaq Stock Market LLC
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Warrants,
each exercisable for one share of common stock at an exercise price of $11.50 per share
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DCGOW
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The
Nasdaq Stock Market LLC
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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 2.02
Results of Operation and Financial Conditiom
On
January 28, 2022, DocGo Inc. (the “Company”) issued a press release that announced preliminary unaudited earnings results
for the quarter and fiscal year ended December 31, 2021, including preliminary unaudited revenue. 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 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.
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By:
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/s/ Andre Oberholzer
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Name:
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Andre Oberholzer
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Title:
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Chief Financial Officer
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Date:
January 28, 2022
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