DocGo Inc. Announces Merger with Hicuity; Files Q2 2026 Results

What Happened

• DocGo Inc. (through its Ambulnz subsidiary) entered into an Agreement and Plan of Merger dated August 16, 2026 to acquire Hicuity Health, Inc.; MergerCo will merge into Hicuity, leaving Hicuity as a wholly owned subsidiary of Ambulnz. The merger is intended to qualify as a tax‑free reorganization under Section 368(a).
• DocGo filed a press release on August 17, 2026 reporting results for the quarter ended June 30, 2026 and scheduled a conference call for August 17, 2026 at 5:00 p.m. ET. Management will report non‑GAAP metrics (adjusted gross margin, adjusted EBITDA, adjusted operating expenses) with reconciliations provided.

Key Details

• Merger consideration: (i) Closing Stock Consideration = 2.0% of DocGo common shares outstanding (fully diluted) at the effective time, plus (ii) Earnout Shares = 3.5% of DocGo common shares (fully diluted) subject to vesting — together potentially up to 5.5% dilution if earnout vests.
• Hicuity’s Series F liquidation preference: the aggregate merger consideration is insufficient to satisfy Series F in full, so all consideration will be paid solely to the Series F preferred stockholder; all other Hicuity common shares, options and warrants will be cancelled for no consideration.
• Indebtedness and financing: Ambulnz will assume Hicuity’s existing credit facility debt (jointly and severally with Hicuity). Perceptive Credit Holdings IV, LP committed up to $50.0M in new senior secured term loans (three tranches: $12.5M, $12.5M, $25.0M) in addition to continuing $52.0M of outstanding term loans; commitment available until execution of a definitive credit agreement, termination of the merger agreement, or Nov 14, 2026 (11:59 p.m. NY time).
• Pre‑closing operations: Ambulnz and Hicuity signed a Consulting Services Agreement (Aug 16, 2026) under which Ambulnz will manage Hicuity’s non‑clinical operations, fund operating expenses as needed, and receive a weekly management fee equal to gross revenue collections less operating expenses; the agreement terminates at closing or if the merger agreement is terminated.

Why It Matters

• Potential dilution and who receives consideration: the deal issues up to 5.5% of DocGo’s fully diluted shares (2.0% at closing plus up to 3.5% earnout). However, due to Hicuity’s Series F liquidation preference, those shares will go to the Series F holder — Hicuity common holders and option/warrant holders get no payout and will be cancelled. This informs investors about who benefits from the transaction and the immediate impact on Hicuity equity holders.
• Financial and credit impact: Ambulnz’s assumption of Hicuity’s indebtedness and the proposed Perceptive financing (new $50M facility plus continuation of $52M existing loans) affect the combined company’s leverage and financing structure. The financing commitment is subject to executing a definitive credit agreement and other conditions before closing.
• Timing and conditions: closing is subject to customary conditions (accurate reps/warranties, covenants, no blocking governmental order, delivery of closing deliverables, and entry into a definitive credit agreement). Earnout shares depend on market‑price based vesting or a qualifying go‑private transaction and may be reduced for closing indebtedness/transaction expenses, with no upward adjustment possible.

Exhibits referenced in the filing include the Merger Agreement (Exhibit 2.1), Consulting Services Agreement (Exhibit 10.1), the press release (Exhibit 99.1) and non‑GAAP reconciliations (Exhibit 99.2).