19 unchanged sentences
Other Information.
−Removed: 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).
−Removed: Date Plan Adopted / Terminated
−Removed: Original Duration of Plan
−Removed: Shares to be Purchased or Sold
−Removed: Intended to Satisfy Rule 10b5-1(c)?
−Removed: Lee Bienstock
−Removed: Chief Executive Officer
−Removed: Adopted May 17, 2023 and terminated November 10, 2023
−Removed: August 16, 2023 to July 19, 2024
+Added: In the fourth quarter of 2024, 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).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
5 unchanged sentences
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.
+Added: We have also adopted an Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale and other dispositions of our securities that applies to our directors, officers, employees, consultants, contractors and other covered persons, as well as DocGo itself.
+Added: We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.
+Added: A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
Executive Compensation.
−Removed: The information required by this Item 11 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.
+Added: The information required by this Item 11 of Form 10-K will be included in our Proxy Statement under the captions “Executive Compensation” and “Other Corporate Governance Practices and Policies” and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: The information required by this Item 12 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.
+Added: The information required by this Item 12 of Form 10-K will be included in our Proxy Statement under the captions “Equity Compensation Plan Information” and “Certain Information About Our Common Stock” and is incorporated herein by reference.
Certain Relationships and Related Transactions and Director Independence.
−Removed: The information required by this Item 13 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.
+Added: The information required by this Item 13 of Form 10-K will be included in our Proxy Statement under the captions “Certain Relationships and Related Person Transactions” and “Director Independence” and is incorporated herein by reference.
Principal Accountant Fees and Services.
−Removed: The information required by this Item 14 of Form 10-K will be included in our Proxy Statement and is incorporated herein by reference.
+Added: The information required by this Item 14 of Form 10-K will be included in our Proxy Statement under the caption “Independent Registered Public Accounting Firm” and is incorporated herein by reference.
Exhibits and Financial Statement Schedules.
14 unchanged sentences
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).
−Removed: Description of Securities .
−Removed: 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).
+Added: 4.2 Description of Securities (incorporated by reference to Exhibit 4.2 of the Company ’ s Annual Report on Form 10-K filed with the SEC on February 28, 2024) .
+Added: 10.1# Form of Indemnification Agreement, by between the Company 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).
4 unchanged sentences
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).
−Removed: 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).
−Removed: Executive Employ ment Agreement, d ated August 3, 2023, by and between the Company and Stephen Sugrue.
−Removed: Executive Employment Agreement, dated November 2, 2023, by and between the Company and Lee Bienstock (incorporated by reference to Exhibit 10.
−Removed: 2 of the Company ’ s Quarterly Report on Form 10- Q filed with the SEC on November 6 , 2023).
+Added: Executive Employment Agreement, effective November 5, 2021, by and between the Company and Norman 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).
+Added: Executive Employment Agreement, dated August 3, 2023, by and between the Company and Stephen Sugrue (incorporated by reference to Exhibit 10.7 of the Company ’ s Annual Report on Form 10- K filed with the SEC on Fe bruary 28, 2024) .
+Added: 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).
−Removed: Form of Indemnification Agreement of DocGo Inc.
−Removed: (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).
+Added: Separation and Consulting Agreement, dated March 7, 2024, by and between the Company and Stan Vashovsky (incorporated by reference to Exhibit 10.1 of the Co mpany ’ s Current Report on Form 8-K filed with the SEC on March 8, 2024) .
+Added: Consulting Agreement, dated September 27, 2024, by and between the Company and Steven Katz (incorporated by reference to Exhibit 10.2 of the Company ’ s Current Report on Form 8-K filed with the SEC on September 30, 2024).
+Added: Amended and Restated Engagement Letter, dated April 18, 2024, by and between the Company and Ely D.
+Added: Tendler Strategic and Legal Services, PLLC (incorporated by reference to Exhibit 10.3 of the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024) .
+Added: Amended and Restated Form of I ndemnification Agree ment of D ocGo Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on September 30, 2024).
10.14 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).
10 unchanged sentences
Form of Performance Stock Unit Grant Notice and Agreement under the DocGo Inc.
+Added: 2021 Stock Incentive Plan (incorporated by Refer ence to Exhibit 10.17 of the Company ’ s Annual Report on Form 10-K filed with the SEC on February 28, 2024) .
+Added: Form of Performance Stock Unit Grant No tice and Agreement under the DocGo Inc.
2021 Stock Incentive Plan.
10.22 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).
−Removed: 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).
+Added: 10.23 First Amendment 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 Form 8-K filed with the SEC on January 31, 2024).
+Added: 10.24 Second Amendment to Credit Agreement, dated May 7, 2024, by and among the Company, the Guarantors party thereto, the Lenders party thereto and Citibank, N.A., as administrative agent (inc orporated by reference to Exhibit 10.2 of the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on August 7, 202 4) .
+Added: I nsider Trading Policy.
Subsidiaries of DocGo Inc.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Co mpensation Recoupment (Clawback) Policy.
+Added: 97.1 DocGo Inc.
+Added: Compensation Recoupment (Clawback) Policy (incorporated by reference to Exhibit 97.1 of the Company ’ s Annual Report on Form 10-K fil ed with the SEC on February 28, 2024) .
101.INS* Inline XBRL Instance Document.
17 unchanged sentences
Signature Title Date
−Removed: /s/ Lee Bienstock Chief Executive Officer February 28, 2024
+Added: /s/ Lee Bienstock Chief Executive Officer and Director
+Added: February 27, 2025
Lee Bienstock (principal executive officer)
1 unchanged sentence
Norman Rosenberg (principal financial and accounting officer)
−Removed: /s/ Stanley Vashovsky Chairman February 28, 2024
−Removed: Stanley Vashovsky
+Added: /s/ Stephen K.
+Added: Chair of the Board
+Added: February 27, 2025
/s/ Michael Burdiek
1 unchanged sentence
Michael Burdiek
−Removed: /s/ Steven Katz
−Removed: February 28, 2024
/s/ Vina Leite
5 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.