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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): December 26, 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 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
previously disclosed in a Current Report on Form 8-K filed on November 7, 2022, on November 6, 2022, Stan Vashovsky notified the
Board of Directors (the “Board”) of DocGo Inc. (the “Company”) 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. 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. At the time, Mr. Vashovsky agreed to continue consulting with
the Company through 2023.
On
December 29, 2022 the Company announced that, while Mr. Vashovsky will retire as the Chief Executive Officer of the Company, as previously
disclosed, he will continue serving as a non-executive Chairman of the Board given the strong growth outlook for the Company. As previously disclosed, current President Anthony Capone will assume the role
of the Company’s Chief Executive Officer beginning on January 1, 2023, and Mr. Smedra will continue serving as a director on the
Board. In connection with his service as non-executive Chairman of the Board, Mr. Vashovsky will be eligible to receive the following
compensation: (i) quarterly equity awards, each having a grant date fair value of approximately $79,500, and (ii) Company-paid continued
COBRA coverage until the earlier of the expiration of his eligibility under COBRA or his ceasing to serve as non-executive Chairman of
the Board.
A
copy of the press release announcing Mr. Vashovsky’s continued chairmanship of the Board is attached to this Current Report on
Form 8-K as Exhibit 99.1.
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:
December 29, 2022
2
Exhibit 99.1
DocGo
Announces Stan Vashovsky to Continue to Serve as Chairman of its Board of Directors
NEW YORK (December
29, 2022) – (Business Wire) – DocGo Inc. (Nasdaq: DCGO), a leading provider of last-mile
mobile health services, announced today that its co-founder and current Chairman of the Board
and Chief Executive Officer Stan Vashovsky will continue to serve as non-executive Chairman of its Board of Directors beginning on January
1, 2023 and following his retirement as Chief Executive Officer of the Company. The company had previously announced that Mr. Vashovsky
will retire as Chief Executive Officer of the Company as of December 31, 2022 and step down from the Board of Directors and his Chairman
position at the same time. The company believes it is in its best interests to have Mr. Vashovsky continue to serve as Chairman given
DocGo’s strong growth outlook. Ira Smedra, who was to succeed Mr. Vashovsky as Chairman on January 1, 2023, will continue serving
as a member of DocGo’s Board of Directors. As previously disclosed, current President Anthony Capone will succeed Mr. Vashovsky
as Chief Executive Officer beginning on January 1, 2023.
Mr. Vashovsky stated, “Given
our recent strong sales pipeline activity and several strategic initiatives, I will remain Chairman of the Board to help guide the Company
through multiple new program implementations with both new and existing customers.”
“We are pleased that Stan
will continue to play an active role at DocGo, and I look forward to partnering with him as we execute on our growth strategies in the
future,” said Mr. Capone.
About DocGo
DocGo is a leading provider of last-mile mobile care 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 press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. 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, including leadership transitions, (ii) our competitive position and opportunities, including
our ability to realize the benefits from our operating model, 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 statements are based on current expectations and beliefs and are subject to uncertainty and
changes in circumstances. Actual results may vary materially from those expressed or implied by the statements in this press release due
to the risks, uncertainties and other factors described in the Company’s filings with the Securities and Exchange Commission. More
detailed information about factors that could affect future results is contained in our filings with the Securities and Exchange Commission.
The “forward-looking statements” included in this press release are made only as of the date of this release. We do not have
and do not undertake any obligation to publicly update any “forward-looking statements” to reflect subsequent events or circumstances,
and we expressly disclaim any such obligation, except as required by law or regulation.
Media Contact:
Malory Van Guilder
Skyya PR for DocGo
malory@skyya.com
651-335-0585
Investor Contacts:
Mike Cole
DocGo
949-444-1341
mike.cole@docgo.com
ir@docgo.com
Steve Halper
LifeSci Advisors
646-876-6455
shalper@lifesciadvisors.com
ir@docgo.com