Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
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. A
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”). During the
second and fourth quarter of 2022, the Company repurchased 536,839 shares of its common stock for $3,731,712. These shares were subsequently
cancelled. 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. 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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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