DocGo Inc. 10-K

Item 9A. Controls and Procedures. Management’s Evaluation of Disclosure Controls and Procedures Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Attestation Report of Registered Public Accounting Firm As an emerging growth company, we are not required to provide an attestation report on our internal control over financial reporting issued by the Company’s independent registered public accounting firm. 59 Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 60 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required under this Item 10 of Form 10-K is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Commission not later than 120 days after the close of our fiscal year ended December 31, 2021. We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions. Our Code of Ethics is posted on our website located at www.DocGo.com. We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver. Item 11. Executive Compensation. The information required by this Item 11 of Form 10-K will be included in our definitive proxy statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item 12 of Form 10-K will be included in our definitive proxy statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions and Director Independence. The information required by this Item 13 of Form 10-K will be included in our definitive proxy statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this Item 14 of Form 10-K will be included in our definitive proxy statement and is incorporated herein by reference. 61 PART IV Item 15. Exhibits and Financial Statement Schedules. 1. Financial Statements As part of this Annual Report on Form 10-K, the consolidated financial statements are listed in the accompanying index to financial statements on page F-1. 2. Financial Statement Schedules All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto. 62 3. Exhibit Index The following is a list of exhibits filed as part of this Annual Report on Form 10-K or are incorporated herein by reference: Exhibit Number Description 3.1 Second Amended and Restated Certificate of Incorporation of DocGo Inc., dated November 5, 2021 (incorporated by reference to Exhibit 3.1 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 3.2 Amended and Restated Bylaws of DocGo Inc. (incorporated by reference to Exhibit 3.2 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 4.1 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Motion’s Registration Statement on Form S-1/A (File No. 333-249061), filed with the SEC on October 5, 2020). 4.2 Warrant Agreement, dated October 14, 2020, by and between Motion Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Motion’s Current Report on Form 8-K, filed with the SEC on October 16, 2020). 4.3 Specimen Common Stock Certificate of DocGo Inc. (incorporated by reference to Exhibit 4.3 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 4.3* Description of Securities 10.1 Form of Letter Agreement between Motion Acquisition Corp., Motion Acquisition LLC, and each of Motion Acquisition Corp.’s officers and directors (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to Motion’s Registration Statement on Form S-1 (File No. 333-249061) filed on October 5, 2020). 10.2# Form of Indemnification Agreement, between Motion Acquisition Corp. and its officers and directors (incorporated by reference to Exhibit 10.4 of Motion’s Form 8-K, filed with the SEC on October 16, 2020). 10.3 Form of Lock-up Agreement, dated as of March 8, 2021, by and between Motion Acquisition Corp., Ambulnz, Inc., and certain equity holders of Ambulnz, Inc. (incorporated by reference to Exhibit 10.3 to Motion’s Current Report on Form 8-K, filed with the SEC on March 9, 2021). 10.4 Amended and Restated Registration Rights Agreement, dated as of November 5, 2021, by and among Motion Acquisition Corp., Motion Acquisition LLC, and Stan Vashovsky (incorporated by reference to Exhibit 10.4 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 10.5# DocGo Inc. 2021 Stock Incentive Plan (incorporated by reference to Annex D to Motion’s Proxy Statement/Consent Solicitation/Prospectus (File No. 333-257681), filed with the SEC on October 14, 2021). 10.6# New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp. and Stan Vashovsky (incorporated by reference to Exhibit 10.6 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 10.7# New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp. and Andre Oberholzer (incorporated by reference to Exhibit 10.7 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 10.8# New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp. and Anthony Capone (incorporated by reference to Exhibit 10.8 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 10.9# New Executive Agreement, effective November 5, 2021, by and between Motion Acquisition Corp. and Norm Rosenberg (incorporated by reference to Exhibit 10.9 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 10.10# Form of Indemnification Agreement of DocGo Inc. (incorporated by reference to Exhibit 10.10 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 10.11 Stock Escrow Agreement, dated as of November 5, 2021, by and among Motion Acquisition Corp., Motion Acquisition LLC, and Continental Stock & Transfer Company (incorporated by reference to Exhibit 10.11 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021). 10.12 Amended and Restated Sponsor Agreement, dated as of November 4, 2021, by and among Motion Acquisition Corp., Motion Acquisition LLC and Ambulnz, Inc. (incorporated by reference to Exhibit 10.1 of Motion’s Form 8-K, filed with the SEC on November 5, 2021). 10.13 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of Motion’s Form 8-K, filed with the SEC on March 9, 2021). 16.1 Letter from WithumSmith+Brown, PC addressed to the Securities and Exchange Commission, dated as of November 10, 2021 (incorporated by reference to Exhibit 16.1 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021) 21.1 Subsidiaries of DocGo Inc. (incorporated by reference to Exhibit 21.1 to Motion’s Proxy Statement/Consent Solicitation/Prospectus (File No. 333-257681), filed with the SEC on October 7, 2021, as amended). 63 23.1* Consent of Independent Registered Public Accounting Firm. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. + Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request # Indicates management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. 64 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . DOCGO INC. Date: March 15, 2022 By: /s/ Stan Vashovsky Stan Vashovsky Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Stan Vashovsky. Chief Executive Officer and Director March 15, 2022 Stan Vashovsky. (principal executive officer) /s/ Andre Oberholzer Chief Financial Officer March 15, 2022 Andre Oberholzer (principal financial and accounting officer) /s/ Chris Fillo Director March 15, 2022 Chris Fillo /s/ Ely D. Tendler Director; General Counsel and Secretary March 15, 2022 Ely D. Tendler /s/ Ira Smedra Director March 15, 2022 Ira Smedra /s/ Steven Katz Director March 15, 2022 Steven Katz /s/ James M. Travers Director March 15, 2022 James M. Travers /s/ Michael Burdiek Director March 15, 2022 Michael Burdiek 65