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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):
September 6, 2023
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
7.01 Regulation FD Disclosure.
On September 5, 2023, the Comptroller of the City of New York issued
a letter (the “Comptroller Letter”) to the Commissioner of the Department of Housing Preservation and Development (“HPD”)
regarding HPD’s agreement with Rapid Reliable Testing NY LLC, a subsidiary of DocGo Inc. (the “Company”), for the provision
of certain services to asylum seekers (the “Agreement”). In the Comptroller Letter, the Comptroller indicated that his office
was returning the Agreement to HPD without approval.
On September 6, 2023, the Company received a letter from HPD stating
that, notwithstanding the Comptroller Letter, (i) HPD intends to inform the Comptroller that he is required to take the necessary steps
for HPD to make payments under the Agreement, (ii) there is no risk of non-payment as a result of the Comptroller Letter, and the Company
will be paid in accordance with the Agreement, and (iii) payment under the Agreement will commence promptly (the “HPD Letter”).
A copy of the HPD Letter is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1.
The information in Item 7.01 of this Report and the HPD Letter 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth
by specific reference to such filing.
Cautionary Note Regarding Forward-Looking Statements
This Report and the HPD Letter contain forward-looking statements (including
within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning the Company. These statements
may be 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 forward-looking statements
are based on management’s current expectations and beliefs, as well as assumptions made by, and information currently available
to, management, and current market trends and conditions. Forward-looking statements inherently involve risks and uncertainties, many
of which are beyond the Company’s control, and which may cause actual results to differ materially from those contained in our forward-looking
statements. Accordingly, you should not place undue reliance on such statements. Particular uncertainties that could materially affect
current or future results include risks associated with the Company’s ability to receive payment pursuant to the Agreement; possible
accounting adjustments made in the process of finalizing reported financial results; any risks associated with global economic conditions
and concerns; the effects of global outbreaks of pandemics or contagious diseases or fear of such outbreaks, such as the COVID-19 coronavirus
pandemic; competitive pressures; pricing declines; rates of growth in our target markets; our ability to improve gross margins; cost-containment
measures; legislative and regulatory actions; the impact of legal proceedings and compliance risks; the impact on our business and reputation
in the event of information technology system failures, network disruptions, cyber-attacks, or losses or unauthorized access to, or release
of, confidential information; and the ability of the Company to comply with laws and regulations regarding data privacy and protection.
The Company undertakes no intent or obligation to publicly update or revise any of these forward-looking statements, whether as a result
of new information, future events or otherwise.
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/ Ely D. Tendler |
| |
|
Name: Ely D. Tendler |
| |
|
Title: General Counsel and Secretary |
Date: September 6, 2023
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