UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 14, 2022, DocGo Inc. (the “Company”) issued a press release announcing that the Board of Directors (the “Board”) of the Company approved the appointment of Lee Bienstock as the Company’s Chief Operating Officer, effective March 28, 2022. The Board approved Mr. Bienstock’s appointment on March 11, 2022.
Mr. Bienstock, age 38, has 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 MBA from the Wharton School of Business at the University of Pennsylvania and his BS in Policy Analysis & Management with distinction from Cornell University.
In connection with his appointment as Chief Operating Officer, the Company entered into an offer letter with Mr. Bienstock (the “Offer Letter”) setting forth the terms of his employment and compensation. Pursuant to the terms of the Offer Letter, Mr. Bienstock is entitled to a base salary of $415,000 and an annual target bonus of 50% of his base salary. In addition, Mr. Bienstock was granted an option to purchase 100,000 shares of the Company’s common stock (the “Common Stock”) under the Company’s 2021 Stock Incentive Plan (the “Equity Plan”) at an exercise price equal to the closing market price of the Common Stock on the date of grant, which options vest and becomes exercisable on the one year anniversary of the Start Date. Mr. Bienstock will also be awarded an annual equity grant under the Equity Plan with an aggregate equity value of $2.1 million (the “Annual Equity Award”) on the Start Date. Subject to approval by the compensation committee of the Board (the “Compensation Committee”), Mr. Bienstock will also be eligible to receive an Annual Equity Award on each anniversary of his start date. All Annual Equity Awards shall vest and become exercisable over a four-year period from their respective grant dates. Mr. Bienstock may elect to receive up to 50% of each Annual Equity Award in restricted stock units (“RSU”), with the balance of each grant consisting of options to purchase Common Stock. In all cases, option exercise prices and RSU terms will be determined by the Compensation Committee at the time of grant, which will be based on the closing market price of the Common Stock on the date of grant.
In connection with Mr. Bienstock’s appointment as Chief Operating Officer, Mr. Bienstock is expected to enter into the Company’s standard form of indemnification agreement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Bienstock for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer of the Company.
Mr. Bienstock has no family relationship with any of the executive officers or directors of the Company or any transactions or relationships involving the Company that may require disclosure under Item 404 of Regulation S-K. There are no arrangements or understandings between Mr. Bienstock and any other person pursuant to which he was appointed as an officer and/or director of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release of DocGo Inc. dated March 14, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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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: March 16, 2022
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