What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-05-09 compared with 2022-11-08 · 29 added, 13 removed, 5 unchanged (89% of the section changed)

1 unchanged sentence

and Use of Proceeds

On May 24, 2022, the Board approved a share repurchase

program to purchase up to $40 million of the Company’s common stock (the “Program”).

The Program does not obligate the

Company to acquire any specific number of shares and will expire on November 24, 2023, and the Program may be suspended, extended, modified

or discontinued at any time.

Under the Program, repurchases can be made using a variety of methods, which may include open market purchases,

block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and

other applicable legal requirements.

The timing, manner, price and amount of any common stock repurchases under the Program are determined

by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.

No shares were repurchased during the three months ended September 30, 2022.

As of September 30, 2022, $39.5 million remained available

for share repurchases pursuant to the Program.

Unregistered Sales of Equity Securities

On March 31, 2023, Holdings acquired 51% of

the outstanding shares of common stock of Cardiac RMS, LLC (“CRMS”) in exchange for $10,000,000 closing consideration,

consisting of $9,000,000 in cash and $1,000,000 worth of shares of DocGo common stock issued in a private placement transaction.

further probable consideration of $15,822,190 is to be paid out over 36 months for the remaining 49% equity of CRMS, based on

CRMS’ attainment of full-year EBITDA targets.

CRMS provides cardiac implantable electronic device (“CIED”)

remote monitoring and virtual care management services.

The foregoing transaction did not involve any

underwriters, underwriting discounts or commissions, or any public offering.

Under the terms of the agreement, the Company issued and

sold the shares of DocGo common stock in a private placement to four accredited investors, in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company relied on this exemption from registration based in

part as each accredited investor was aware of the terms of the transaction, the securities issued contained restrictive legends regarding

resale and transfer, and the transaction was not publicly solicited or advertised.

Share Repurchases

On May 24, 2022, the Company was authorized to

purchase up to $40 million of the Company’s common stock under a share repurchase program (the “Program”).

second and fourth quarter of 2022, the Company repurchased 536,839 shares of its common stock for $3,731,712.

These shares were subsequently

There were no shares repurchased during the first quarter of 2023.

The Program does not oblige the Company to acquire any specific

number of shares and will expire on November 24, 2023.

Under the Program, shares may be repurchased using a variety of methods, including

privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), as part of accelerated share repurchases, block trades and other methods.

manner, price and amount of any common stock repurchases under the Program are determined by the Company in its discretion and depend

on a variety of factors, including legal requirements, price and economic and market conditions.

Defaults Upon Senior Securities

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities