What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-03-14 · 106 added, 149 removed, 29 unchanged (90% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated, as of the end of

the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures.

Based on this evaluation

of our disclosure controls and procedures as of December 31, 2022, our Principal Executive Officer and Principal Financial Officer concluded

that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

The term “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”), means controls and other procedures of a company that are designed to ensure that information required to

be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the

Exchange Act 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.

Management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting includes policies and procedures designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting

purposes in accordance with generally accepted accounting principles.

of December 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Attestation Report

of Registered Public Accounting Firm

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm because, as an emerging growth

company, we are not required to provide an attestation report from our independent registered public accounting firm on our internal control

over financial reporting.

Changes in Internal

Control over Financial Reporting

were no changes 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, 2022 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

Management’s Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act 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.

Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated, as of the end of the period covered by this Annual Report, the effectiveness of our disclosure controls and procedures.

Based on this evaluation of our disclosure controls and procedures as of December 31, 2023, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting includes policies and procedures designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

As of December 31, 2023, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Attestation Report of Registered Public Accounting Firm

Urish Popeck & Co., LLC, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on our internal control over financial reporting.

Such report is included in Item 8 of this Annual Report and incorporated by reference herein.

Changes in Internal Control over Financial Reporting

No changes 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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

In the fourth quarter of 2023, other than as disclosed below, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 105b-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

Date Plan Adopted / Terminated

Original Duration of Plan

Shares to be Purchased or Sold

Intended to Satisfy Rule 10b5-1(c)?

Lee Bienstock

Chief Executive Officer

Adopted May 17, 2023 and terminated November 10, 2023

August 16, 2023 to July 19, 2024

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and

Corporate Governance.

Except as indicated below,

the information required under this Item 10 of Form 10-K is incorporated herein by reference to our definitive proxy statement with respect

to our 2023 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after the end of the fiscal year covered by

this Annual Report on Form 10-K (the “Proxy Statement”).

We have adopted a Code of

Business Conduct and Ethics (the “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, as and to the extent required under the SEC and Nasdaq rules.

Directors, Executive Officers and Corporate Governance.

Except as indicated below, the information required under this Item 10 of Form 10-K is incorporated herein by reference to our definitive proxy statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this Annual Report (our “Proxy Statement”).

We have adopted a Code of Business Conduct and Ethics (the “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 any future amendments to certain provisions of the Code of Ethics and waivers of the Code of Ethics granted to executive officers and directors on our website within four business days following the date of the amendment or waiver, as and to the extent required under the SEC and Nasdaq rules.

Executive Compensation.

The information required by

this Item 11 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

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 Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related

Transactions and Director Independence.

The information required by

this Item 13 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

The information required by this Item 11 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

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 Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence.

The information required by this Item 13 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by

this Item 14 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

The information required by this Item 14 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this

Annual Report on Form 10-K:

The following documents are filed as part of this Annual Report:

Financial Statements

The Consolidated Financial

Statements filed as part of this Annual Report on Form 10-K are listed in the accompanying index to financial statements on page F-1.

Financial Statement

financial statement schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements

or notes thereto.

The Consolidated Financial Statements filed as part of this Annual Report are listed on page F-1 in the accompanying index to the Consolidated Financial Statements.

Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable, or the required information is shown in the Consolidated Financial Statements or notes thereto.

Exhibit Index

following exhibits are filed (or incorporated by reference herein) as part of this Annual Report on Form 10-K:

Agreement and Plan of Merger, dated as of March 8, 2021, by and among

Motion Acquisition Corp., Motion Merger Sub Corp., and Ambulnz, Inc.

(incorporated by reference to Exhibit 2.1 to Motion’s Current

Report on Form 8-K, filed with the SEC on March 9, 2021).

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).

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).

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).

The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report:

Number Description

2.1 Agreement and Plan of Merger, dated as of March 8, 2021, by and among the Company , Motion Merger Sub Corp.

and Ambulnz, Inc.

(incorporated by reference to Exhibit 2.1 to the Company ’s Current Report on Form 8-K filed with the SEC on March 9, 2021).

3.1 Second Amended and Restated Certificate of Incorporation of DocGo Inc.

(incorporated by reference to Exhibit 3.1 of the Company ’s Current Report on Form 8-K, filed with the SEC on November 12, 2021).

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company ’s Quarterly Report on Form 10-Q filed with the SEC on November 6 , 202 3 ).

4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.3 of the Company ’s Current Report on Form 8-K filed with the SEC on November 12, 2021).

Description of Securities .

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).

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).

2021 Stock Incentive Plan (incorporated by reference to Annex D to Motion’s Proxy Statement/Consent Solicitation/Prospectus (File No.

10.1# Form of Indemnification Agreement, by between the Co mpany and its officers and directors (incorporated by reference to Exhibit 10.4 of the Company ’s Current Report on Form 8-K filed with the SEC on October 16, 2020).

10.2 Amended and Restated Registration Rights Agreement, dated as of November 5, 2021, by and among the Company , Motion Acquisition LLC and Stan Vashovsky (incorporated by reference to Exhibit 10.4 of the Company ’s Current Report on Form 8-K filed with the SEC on November 12, 2021).

10.3# DocGo Inc.

2021 Stock Incentive Plan (incorporated by reference to Annex D to the Company ’s Proxy Statement/Consent Solicitation/Prospectus (File No.

333-257681) filed with the SEC on October 14, 2021).

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).

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).

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).

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).

Executive Employment Agreement, effective November 5, 2021, by and between the Company and Andre Oberholzer (incorporated by reference to Exhibit 10.7 of the Company ’s Current Report on Form 8-K filed with the SEC on November 12, 2021).

Executive Employment Agreement, effective November 5, 2021, by and between the Company and Anthony Capone (incorporated by reference to Exhibit 10.8 of the Company ’s Current Report on Form 8-K filed with the SEC on November 12, 2021).

Executive Employment Agreement, effective November 5, 2021, by and between the Company and Norm an Rosenberg (incorporated by reference to Exhibit 10.9 of the Company ’s Current Report Form 8-K filed with the SEC on November 12, 2021).

Executive Employ ment Agreement, d ated August 3, 2023, by and between the Company and Stephen Sugrue.

Executive Employment Agreement, dated November 2, 2023, by and between the Company and Lee Bienstock (incorporated by reference to Exhibit 10.

2 of the Company ’ s Quarterly Report on Form 10- Q filed with the SEC on November 6 , 2023).

Separation and Transition Services Agreement, dated October 11, 2023, by and between the Company and Anthony Capone (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2023).

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).

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).

Form of Grant Notice for Restricted Stock Unit Award and Standard Terms

and Conditions for Restricted Stock Units under the DocGo Inc.

2021 Stock Incentive Plan (Director Form).

Form of Grant Notice for Nonqualified Stock Options and Standard Terms

and Conditions for Nonqualified Stock Options under the DocGo Inc.

2021 Stock Incentive Plan.

Form of Grant Notice for Incentive Stock Options and Standard Terms

and Conditions for Incentive Stock Options under the DocGo Inc.

(incorporated by reference to Exhibit 10.10 of the Company ’s Current Report on 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 the Company , Motion Acquisition LLC and Continental Stock & Transfer Company (incorporated by reference to Exhibit 10.11 of the Company ’s Current Report on Form 8-K filed with the SEC on November 12, 2021).

Form of Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted Stock Units under the DocGo Inc.

2021 Stock Incentive Plan (Director Form) (incorporated by reference to Exhibit 10.10 of the Company ’ s Annual Report on Form 10-K filed with the SEC on March 14, 2023) .

Form of Grant Notice for Nonqualified Stock Options and Standard Terms and Conditions for Nonqualified Stock Options under the DocGo Inc.

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2023) .

Form of Grant Notice for Incentive Stock Options and Standard Terms and Conditions for Incentive Stock Options under the DocGo Inc.

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 2 of the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2023) .

Form of Restricted Stock Unit Grant Notice and Agreement under the DocGo Inc.

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company ’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022).

Form of Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted Stock Units under the DocGo Inc.

2021 Stock Incentive Plan (Employee Form) (incorporated by reference to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023).

Form of Performance Stock Unit Grant Notice and Agreement under the DocGo Inc.

2021 Stock Incentive Plan .

Form of Restricted Stock Unit Grant Notice and Agreement under the

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of DocGo’s Form 10-Q, filed with the SEC on May

Credit Agreement, dated November 1, 2022, among DocGo Inc., the lender

parties thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of DocGo’s Form 8-K filed

with the SEC on November 2, 2022).

10.18 Credit Agreement, dated November 1, 2022, by and among the Company , the lender parties thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company ’s Current Report on Form 8-K filed with the SEC on November 2, 2022).

10.19 First A mendment to Credit Agreement, dated January 30 , 2024, by and between the Company and Citibank, N .A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company ’ s Current Report on F orm 8-K filed with the SEC on January 31 , 2024).

Subsidiaries of DocGo Inc.

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Co mpensation Recoupment (Clawback) Policy.

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.

2 unchanged sentences

Form 10-K Summary

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 .

March 14, 2023

/s/ Anthony Capone

Anthony Capone

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.

/s/ Anthony Capone

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 .

February 28, 2024

/s/ Lee Bienstock

Lee Bienstock

Chief Executive Officer

March 14, 2023

Anthony Capone

(principal executive officer)

/s/ Norman Rosenberg

Chief Financial Officer

March 14, 2023

Norman Rosenberg

(principal financial and accounting officer)

/s/ Stanley Vashovsky

March 14, 2023

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/ Lee Bienstock Chief Executive Officer February 28, 2024

Lee Bienstock (principal executive officer)

/s/ Norman Rosenberg Chief Financial Officer February 28, 2024

Norman Rosenberg (principal financial and accounting officer)

/s/ Stanley Vashovsky Chairman February 28, 2024

Stanley Vashovsky

/s/ Vina Leite

March 14, 2023

General Counsel and Secretary

March 14, 2023

/s/ Ira Smedra

March 14, 2023

/s/ Steven Katz

March 14, 2023

/s/ Michael Burdiek

March 14, 2023

Director February 28, 2024

Michael Burdiek

/s/ Steven Katz

February 28, 2024

/s/ Vina Leite

Director February 28, 2024

/s/ Ira Smedra

Director February 28, 2024

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-K

Item 9A. Controls and Procedures