Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Hicuity Health Merger On August 16, 2026, the Company, Holdings and HH Merger Sub, LLC, a wholly owned subsidiary of Holdings ("MergerCo"), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hicuity Health, Inc. ("Hicuity"), a provider of tele-critical care services, pursuant to which MergerCo will merge with and into Hicuity, with Hicuity surviving as a wholly owned subsidiary of Holdings (the “Merger”). The aggregate merger consideration consists of (i) a number of shares of DocGo common stock (the "Closing Stock Consideration") equal to 2.0% of the total number of shares of DocGo common stock issued and outstanding on a fully diluted basis as of the effective time of the Merger, and (ii) additional shares of DocGo common stock (the "Earnout Shares") equal to 3.5% of the total number of shares of DocGo common stock issued and outstanding on a fully diluted basis as of immediately prior to the effective time, subject to a downward only post-closing adjustment based on the final determination of closing indebtedness and transaction expenses. In connection with the Merger, Holdings agreed to assume Hicuity's outstanding indebtedness under Hicuity's existing credit agreement with Perceptive Credit Holdings IV, LP on a joint and several basis with Hicuity as co-borrowers. The assumed indebtedness will include the original principal and interest accumulated at the time of closing for a total of up to $52,000,000. Such assumed indebtedness will not be repaid at closing. Consulting Services Agreement On August 16, 2026, Holdings and Hicuity entered into a Consulting Services Agreement, pursuant to which, upon the satisfaction of certain conditions, Holdings will manage Hicuity’s day-to-day non-clinical operations, fund Hicuity’s operating expenses (advancing funds if Hicuity’s operating account is insufficient), and receive a weekly management fee equal to Hicuity’s gross revenue collections less its operating expenses. The Consulting Services Agreement terminates upon the earlier of the Closing or the termination of the Merger Agreement. Commitment Letter In connection with the Merger, Perceptive Credit Holdings IV, LP, as administrative agent and lender, committed to provide financing through an amendment and restatement of Hicuity’s existing credit agreement. The financing commitment consists of up to $50,000,000 in new senior secured term loans, comprised of (i) a term loan in the amount of $12,500,000, (ii) a second term loan in the amount of $12,500,000, and (iii) a third term loan in the amount of $25,000,000, in addition to the continuation of $52,000,000 of outstanding term loans under Hicuity’s existing credit agreement.
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