DocGo Inc. (DCGO) SEC Filings

DocGo Inc. announced a definitive agreement to acquire virtual care provider Hicuity Health through a stock-for-equity transaction and assumption of Hicuity’s debt. A DocGo subsidiary will merge with Hicuity, which will become a wholly owned subsidiary, in a transaction intended to qualify as a tax‑free reorganization. Merger consideration includes DocGo common stock equal to 2.0% of fully diluted shares at closing plus potential 3.5% additional “Earnout Shares,” which vest only if DocGo’s stock reaches a specified market‑cap threshold; otherwise they are forfeited. DocGo will also assume approximately $52 million of Hicuity term loans held by Perceptive Advisors, now expected to mature in December 2029, and Perceptive has committed up to $50 million of new senior secured term loans in three tranches.

For the quarter ended June 30, 2026, DocGo reported revenue of $73.4 million versus $80.4 million a year earlier, with the decline entirely from the wind‑down of migrant‑related programs; excluding those programs, revenue grew 19% year over year. GAAP gross margin was 26.9%. Net loss was $18.0 million and adjusted EBITDA was ($6.3) million. Unrestricted cash was $25.2 million as of June 30, 2026. Hicuity generated approximately $65 million of trailing‑12‑month revenue and $4.5 million of adjusted EBITDA. DocGo now guides full‑year 2026 revenue to $305–$310 million and adjusted EBITDA to ($17)–($22) million, excluding any Hicuity contribution.

DocGo Inc. filed a notification that its Quarterly Report on Form 10-Q for the period ended June 30, 2026 will be filed late. The company states that additional time is required to complete and review its financial statements and related disclosures and that filing within the prescribed time would require unreasonable effort and expense.

DocGo indicates it expects to file the Form 10-Q within the five-day extension period allowed under Rule 12b-25. The company reports that all other required periodic reports over the past 12 months have been filed and that it does not anticipate any significant change in results of operations compared with the corresponding period of the prior fiscal year.

DocGo Inc. reports that Nasdaq has granted additional time to regain compliance with the exchange’s minimum bid price rule. The company now has until January 25, 2027 to meet the Nasdaq Listing Rule 5550(a)(2) requirement that its common stock close at or above $1.00 per share for at least 10 consecutive business days. If this condition is met before the deadline, Nasdaq staff will confirm that the company has returned to compliance.

DocGo states that it will monitor its share price and evaluate options to regain compliance, including a possible reverse stock split. At the June 16, 2026 annual meeting, stockholders approved an amendment authorizing a reverse split at a ratio between 1-for-5 and 1-for-10, to be implemented at the board’s discretion.

BlackRock, Inc. filed an amended ownership report for DocGo Inc. common stock. BlackRock reported beneficial ownership of 1,361,645 shares of DocGo common stock, representing 1.4% of the outstanding class.

BlackRock has sole voting power and sole dispositive power over all 1,361,645 shares, with no shared voting or dispositive power. The filing notes that various underlying clients have rights to dividends or sale proceeds, but no single underlying person has an interest exceeding 5% of DocGo’s total outstanding common shares. The report reflects holdings of specific BlackRock business units and excludes disaggregated units under applicable SEC guidance.

DocGo Inc. extended the expiration date of its existing share repurchase program from June 30, 2026 to December 31, 2026. The program continues to allow purchases of up to $26 million of common stock through open market or privately negotiated transactions and related methods. Repurchases may be funded from cash, future cash flow or borrowings, and the program can be modified, suspended or discontinued at any time.

DocGo Inc. held its 2026 annual stockholder meeting, where investors elected two Class II directors, Vina Leite and James M. Travers, to serve until the 2029 meeting. As of the April 20, 2026 record date, 98,778,413 common shares were entitled to vote.

Stockholders approved on a non-binding basis the compensation of the company’s named executive officers and authorized a reverse stock split at a ratio between 1-for-5 and 1-for-10, at the board’s discretion. They also ratified Urish Popeck & Co., LLC as independent auditor for the year ending December 31, 2026.

Proposed charter amendments to permit broader waivers of corporate opportunities and to add officer liability exculpation did not receive the requisite level of support, so the company’s charter was not amended for those items.

DocGo Inc. director and Chief Executive Officer Lee Bienstock reported a routine tax-related share disposition. On May 12, 2026, 15,644 shares of Common Stock were withheld at $0.59 per share to satisfy his tax liability arising from restricted stock units (RSUs).

Following this tax-withholding disposition, Bienstock directly held 2,801,826 shares of Common Stock. Footnotes state that his equity compensation also includes multiple RSU grants under the 2021 Stock Incentive Plan, scheduled to vest in annual installments between December 12, 2025 and December 12, 2028, each RSU delivering one share upon vesting.

DocGo Inc. reported Q1 2026 results with lower revenue and a wider net loss, alongside liquidity and covenant challenges. Revenue fell to $75.6 million from $96.0 million a year earlier, while the net loss attributable to stockholders increased to $14.8 million from $9.4 million, or $(0.15) per share versus $(0.09). Operating cash flow swung to an outflow of $4.7 million from an inflow of $9.2 million. Cash and cash equivalents declined to $35.7 million, with working capital of $60.9 million. The company discloses prior non-compliance with a minimum liquidity covenant under its credit agreement and is in discussions with its lender, while management has adopted cost-cutting and cash-preservation plans and believes these are sufficient to alleviate substantial doubt about its ability to continue as a going concern over the next 12 months.

DocGo Inc. reported first quarter 2026 revenue of $75.6 million, down from $96.0 million a year earlier due to the wind-down of migrant-related programs. Excluding $35.0 million of prior-year migrant revenue, underlying revenue grew 19.3% to $75.6 million from $61.0 million, driven by virtual care and other mobile health services.

GAAP gross margin was 28.1%, with adjusted gross margin of 31.6%. The company posted a net loss of $16.7 million versus a $11.1 million loss last year, and adjusted EBITDA of negative $10.2 million compared to negative $3.9 million. Cash, cash equivalents, restricted cash and investments totaled about $59.9 million as of March 31, 2026, down from $68.3 million at year-end.

Medical Transportation Services revenue edged up to $51.9 million, while Mobile Health Services revenue declined to $23.6 million but more than doubled excluding migrant work. Management raised full-year 2026 revenue guidance to $300–$315 million and reiterated an adjusted EBITDA outlook of negative $5 to $10 million, citing strong demand for virtual care and home-based services.