DEF 14A of DocGo Inc., Apr 22, 2026

DEF 14A of DocGo Inc.

Filed Apr 22, 2026 · FY20250001213900-26-046600

Open on EDGAR

  1. Information Regarding our Directors

    Information Regarding our Directors

  2. Information Regarding our Directors

    | Name | Age | Director Since | Class | Term Expires | Occupation | Independent | Committee Memberships and Board Leadership | Other Public Boards | | Stephen K. Klasko, MD(1) | 72 | 2024 | III | 2027 | Chair of the Board of the Company; advisor and board member in the healthcare industry | 🗸 | AC NCGC | Teleflex Incorporated(2) | | Lee Bienstock | 42 | 2024 | I | 2028 | Chief Executive Officer of the Company | | None | None | | Michael Burdiek(1) | 66 | 2021 | III | 2027 | Former Chief Executive Officer and Director of the Company (then known as Motion Acquisition Corp., or “Motion”) prior to the Business Combination (as defined herein) and current board member and advisor to public and private technology growth companies | 🗸 | AC*FE CC | Five9, Inc. | | Vina Leite | 57 | 2022 | II | 2026 | Chief People Officer of GoodRx, Inc. | 🗸 | CC NCGC | Jamf Holding Corp. | | Ira Smedra | 77 | 2021 | I | 2028 | Founder and President of the ARBA Group | 🗸 | AC CC* NCGC* | None | | Ely D. Tendler | 58 | 2021 | I | 2028 | General Counsel and Secretary of the Company | | None | None | | James M. Travers(1) | 74 | 2021 | II | 2026 | Former Chairman of Motion and former executive at technology and software companies | 🗸 | None | None |

  3. Information Regarding our Directors

    ____________ (1) On April 17, 2026, Dr. Klasko notified the Board that he intends to step down as a member of the Board, effective as of the conclusion of the Annual Meeting, because he accepted a new significant healthcare leadership role. In connection with Dr. Klasko’s anticipated departure from the Board, the Board: (i) appointed Mr. Burdiek to serve as independent Chair of the Board, effective as of Dr. Klasko’s departure at the conclusion of the Annual Meeting; (ii) appointed Mr. Travers to replace Dr. Klasko as a member of the Audit Committee and the Nominating and Corporate Governance Committee, effective immediately prior to Dr. Klasko’s departure from the Board; and (iii) approved reducing the size of the Board from seven to six directors, effective as of Dr. Klasko’s departure from the Board. Mr. Burdiek is expected to continue participating in our standard compensation program for non-executive directors as Chair of the Board, which provides for a $50,000 additional annual cash retainer for service as non-executive Chair of the Board. (2) On April 9, 2026, Teleflex Incorporated (“Teleflex”) announced that Dr. Klasko will be stepping down from its board of directors at the conclusion of Teleflex’s 2026 annual meeting. AC: Audit and Compliance Committee CC: Compensation Committee NCGC: Nominating and Corporate Governance Committee *: Committee Chair FE: Audit Committee Financial Expert

  4. Information Regarding our Directors

    | | Page | | PROXY SUMMARY | i | | LEGAL MATTERS | 1 | | CORPORATE GOVERNANCE | 2 | | Information Regarding Director Nominees and Continuing Directors | 2 | | Board Composition | 6 | | Board Leadership Structure | 7 | | Executive Sessions | 7 | | Director Independence | 7 | | Board Committees | 8 | | Board Risk Oversight | 9 | | Other Corporate Governance Practices and Policies | 9 | | DIRECTOR COMPENSATION | 11 | | Non-Executive Director Compensation | 11 | | 2025 Director Compensation Table | 12 | | Stock Ownership Guidelines | 12 | | PROPOSAL 1: ELECTION OF DIRECTORS | 13 | | EXECUTIVE OFFICERS | 14 | | EXECUTIVE COMPENSATION | 15 | | Named Executive Officers | 15 | | Say-on-Pay Vote and Executive Compensation Program Changes | 15 | | 2025 Summary Compensation Table | 16 | | Narrative Disclosure to 2025 Summary Compensation Table | 16 | | Outstanding Equity Awards at 2025 Fiscal-Year End Table | 21 | | Additional Narrative Disclosure | 22 | | Pay Versus Performance | 24 | | EQUITY COMPENSATION PLAN INFORMATION | 27 | | PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 28 | | PROPOSAL 3: APPROVAL OF THE REVERSE STOCK SPLIT | 29 | | PROPOSAL 4: APPROVAL OF THE CORPORATE OPPORTUNITY AMENDMENT | 40 | | PROPOSAL 5: APPROVAL OF THE OFFICER EXCULPATION AMENDMENT | 43 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 | | REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE | 46 | | PROPOSAL 6: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | 47 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 48 | | Related Person Transaction Policy | 48 | | Related Person Transactions | 48 | | CERTAIN INFORMATION ABOUT OUR COMMON STOCK | 50 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING | 52 | | OTHER MATTERS | 57 | | APPENDIX A: TEXT OF THE REVERSE STOCK SPLIT AMENDMENTS | 58 | | APPENDIX B: TEXT OF THE CORPORATE OPPORTUNITY AMENDMENT | 59 | | APPENDIX C: TEXT OF THE OFFICER EXCULPATION AMENDMENT | 60 |

  5. LEGAL MATTERS

    LEGAL MATTERS Forward-Looking Statements. This Proxy Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), including statements concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and others. All statements other than statements of historical fact included in this Proxy Statement are forward-looking statements. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our filings with the U.S. Securities and Exchange Commission (the “SEC”), and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. In addition, our sustainability and social responsibility goals, if any, are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this Proxy Statement.

  6. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Principles of Corporate Governance as a framework for the governance of the Company, which is posted on our website located at https://ir.docgo.com/ under “Governance.”

  7. Information Regarding Director Nominees and Other Current Directors

    Information Regarding Director Nominees and Other Current Directors In accordance with our Amended and Restated Bylaws (as the same may be amended and/or restated from time to time, our “Bylaws”), the Board has fixed the number of directors constituting the Board at seven. Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently three Class I directors, whose terms expire at the 2028 Annual Meeting of Stockholders; two Class II directors, who are up for election at this Annual Meeting for a term expiring at the 2029 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders. Messrs. Bienstock, Smedra and Tendler were last elected by stockholders at the 2025 Annual Meeting of Stockholders, Ms. Leite and Mr. Travers were last elected by stockholders at the 2023 Annual Meeting of Stockholders, Mr. Burdiek was last elected by stockholders at the 2024 Annual Meeting of Stockholders, and Dr. Klasko was appointed as a director by the Board effective October 1, 2024. On April 17, 2026, Dr. Klasko notified the Board that he intends to step down as a member of the Board, effective as of the conclusion of the Annual Meeting, because he accepted a new significant healthcare leadership role. In connection with Dr. Klasko’s anticipated departure from the Board, the Board: (i) appointed Mr. Burdiek to serve as independent Chair of the Board, effective as of Dr. Klasko’s departure at the conclusion of the Annual Meeting; (ii) appointed Mr. Travers to replace Dr. Klasko as a member of the Audit Committee and the Nominating and Corporate Governance Committee, effective immediately prior to Dr. Klasko’s departure from the Board; and (iii) approved reducing the size of the Board from seven to six directors, effective as of Dr. Klasko’s departure from the Board. Mr. Burdiek is expected to continue participating in our standard compensation program for non-executive directors as Chair of the Board, which provides for a $50,000 additional annual cash retainer for service as non-executive Chair of the Board. Biographical and other information regarding our director nominees and other current directors, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee in determining to recommend them as nominees, is set forth below.

  8. Information Regarding Director Nominees and Other Current Directors

    | Name | Class | Term Expires | Age (as of April 22, 2026) | Position | Committee Membership | | | | | | | | | AC | CC | NCGC | | Stephen K. Klasko, MD | Class III | 2027 | 72 | Independent Chair of the Board | M | | M | | Lee Bienstock | Class I | 2028 | 42 | Director, Chief Executive Officer | | | | | Michael Burdiek | Class III | 2027 | 66 | Independent Director | M*FE | M | | | Vina Leite | Class II | 2026 | 57 | Independent Director | | M | M | | Ira Smedra | Class I | 2028 | 77 | Independent Director | M | M* | M* | | Ely D. Tendler | Class I | 2028 | 58 | Director, General Counsel and Secretary | | | | | James M. Travers | Class II | 2026 | 74 | Independent Director | | | |

  9. Information Regarding Director Nominees and Other Current Directors

    __________ AC: Audit and Compliance Committee CC: Compensation Committee NCGC: Nominating and Corporate Governance Committee *: Committee Chair FE: Audit Committee Financial Expert

  10. Information Regarding Director Nominees and Other Current Directors

    | Class II Director Nominees Standing for Election at this Annual Meeting | | | | | Vina Leite | Age: 57 | Director since: 2022 | Committee(s): CC, NCGC | | Background | | | | | Ms. Leite has served as a member of our Board since November 2022. She has served as the Chief People Officer of GoodRx, Inc. (Nasdaq: GDRX), a publicly traded company that offers digital resources for healthcare, since 2022. From 2019 until 2022, Ms. Leite was the Chief People Officer at The Trade Desk (Nasdaq: TTD), a publicly traded technology company that empowers digital ad buyers to purchase data-driven digital advertising campaigns. From 2016 until 2019, Ms. Leite was the Chief People Officer of the cyber security firm Cylance Inc., where she led the company through rapid growth and succeeded in obtaining recognition for Cylance as one of the great places to work in Orange County, California. She left Cylance in 2019 when it was acquired by BlackBerry Limited. From 2014 to 2016, she was Senior Vice President and Chief Human Resource Officer at QLogic. Ms. Leite currently serves on the board of directors of Jamf Holding Corp. (Nasdaq: JAMF), a software company. She previously served on the boards of Ahead, a privately held company, until May 2025, and Collectors Universe, Inc. until its take private acquisition in 2021. Ms. Leite is a member of the National Human Resources Association and the Society for Human Resources Management. Ms. Leite earned a bachelor’s degree in Management at Rhode Island College and a Master’s degree in Organizational Management from Capella University. | | | | | Qualifications and Skills | | | | | Ms. Leite is qualified to serve on our Board because of her leadership experience in human capital management at public companies. | | | | | James M. Travers | Age: 74 | Director since: 2021 | Committee(s): None | | Background | | | | | Mr. Travers has served as a member of our Board since November 2021. He previously served as Chairman of the board of Motion from its formation in August 2020 until the business combination of Ambulnz, Inc., a Delaware corporation (“Ambulnz”), with Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion (“Business Combination”), which closed on November 5, 2021 (the “Closing Date”) and pursuant to which Motion changed its name to “DocGo Inc.” (the “Closing”). Mr. Travers served as Chairman of the board of Fleetmatics Group PLC, a then-public company and global provider of mobile workforce solutions for service-based businesses of all sizes delivered as software-as-a-service, from 2013 to 2016 and served as its Chief Executive Officer from 2006 to 2016, where he was responsible for the company’s global operations and strategic direction. Prior to joining Fleetmatics, he served as Senior Vice President of the Americas of GEAC Computer Corporation Limited, a then-public software company, where he helped grow the company through a series of successful acquisitions in addition to delivering strong organic revenue growth. Prior to that, Mr. Travers served as Chief Executive Officer and Chief Operating Officer of Harbinger Corporation, a then-public company and leading provider of e-commerce software and services. Mr. Travers previously held senior level positions in sales, marketing and general management at Texas Instruments Inc. (Nasdaq: TXN), a semiconductor company. Mr. Travers earned his Business Administration degree from East Stroudsburg University of Pennsylvania. | | | | | Qualifications and Skills | | | | | Mr. Travers is qualified to serve on our Board because of his approximately 30 years of industry experience leading multinational companies selling and marketing high technology products and services and his diverse experience successfully building high growth companies in the public and private sectors. | | | |

  11. Information Regarding Director Nominees and Other Current Directors

    | Class I Directors | | | | | Lee Bienstock | Age: 42 | Director since: 2024 | Committee(s): None | | Background | | | | | Mr. Bienstock has served as a member of our Board since April 2024 and as our Chief Executive Officer since September 2023. Previously, he served as our Chief Operating Officer from March 2022 to September 2023 and as our President from January 2023 to September 2023. Prior to joining the Company, he served at Alphabet Inc. (Nasdaq: GOOGL), a multinational technology and internet services company, in a variety of roles from 2011 to 2022, including most recently as the Global Head of Business Development at Google Devices and Services from June 2019 to March 2022 and as the Head of Partnerships at Google Fiber from 2014 to 2019. Mr. Bienstock received his MBA from the Wharton School of Business at the University of Pennsylvania and his B.S. in Policy Analysis & Management with distinction from Cornell University. | | | | | Qualifications and Skills | | | | | Mr. Bienstock is qualified to serve on our Board because of his extensive leadership, operational and business experience and deep knowledge of the Company, its culture and its operations. | | | | | Ira Smedra | Age: 77 | Director since: 2021 | Committee(s): AC, CC*, NCGC* | | Background | | | | | Mr. Smedra has served as a member of our Board since November 2021. Mr. Smedra founded and has served as President of the ARBA Group, a real estate investment company with a healthcare portfolio including more than 150 skilled nursing facilities located in eight states and two acute care hospitals, since April 1971. He previously served as a director of Ambulnz from 2015 until the Business Combination. Mr. Smedra earned his B.A. in Psychology from the University of California, Los Angeles. | | | | | Qualifications and Skills | | | | | Mr. Smedra is qualified to serve on our Board because of his extensive experience in the healthcare industry. | | | | | Ely D. Tendler | Age: 58 | Director since: 2021 | Committee(s): None | | Background | | | | | Mr. Tendler has served as a member of our Board and as our General Counsel and Secretary since November 2021. Mr. Tendler previously served as General Counsel of Ambulnz from 2015 and as a director since 2019, holding both positions until the Business Combination. Mr. Tendler also serves as Principal of Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”), and has over 30 years of experience as an attorney, combining the law with extensive transactional, operational and managerial experience. In addition to the Company and his private practice, Mr. Tendler has held various senior legal and executive positions, including as Special Counsel and interim General Counsel for Oscar Insurance Corporation, an insurance company, from 2013 to 2017, Managing Member of the Olympia Group, a C-level advisory firm, from 2008 to 2018, and General Counsel and Chief Legal Officer for IDT Telecom and IDT Corporation (NYSE: IDT), a communications and payment services company, from 2003 to 2008. Previously, Mr. Tendler was an Associate at Kramer Levin Naftalis & Frankel LLP, a law firm, where he was involved with over $50 billion of mergers and acquisitions and securities offerings. He earned his J.D. from Yale Law School and his B.A. from Yeshiva University. | | | | | Qualifications and Skills | | | | | Mr. Tendler is qualified to serve on our Board because of his extensive senior corporate leadership and legal experience. | | | |

  12. Information Regarding Director Nominees and Other Current Directors

    | Class III Directors | | | | | Stephen K. Klasko, MD Chair of the Board | Age: 72 | Director since: 2024 | Committee(s): AC, NCGC | | Background | | | | | Dr. Klasko has served as a member of our Board and as Chair of the Board since October 2024. He has served on the Board of Directors of Teleflex Incorporated (NYSE:TFX), a global provider of medical technology products, since 2008, where he also currently serves as independent Chair of the Board and chair of the nominating and governance committee. Since March 2021, he has served as Chief Medical Officer at Abundant Venture Partners, a collaboration platform built to accelerate the rapid adoption of technology in healthcare, and since February 2022, he has also served as an advisor to General Catalyst, a venture capital firm focused on early stage and growth investments. He previously served as President and CEO of Thomas Jefferson University and Jefferson Health, a multi-state non-profit health system, from September 2013 until his retirement in December 2021. From 2004 to 2013, Dr. Klasko served as the Dean of the Morsani College of Medicine at the University of South Florida. From 2009 to 2013, he also served as the Chief Executive Officer of USF Health, which encompasses the University of South Florida’s colleges of medicine, nursing, pharmacy and public health as well as USF Physicians Group. Prior to that, from 2000 to 2004, Dr. Klasko served as Dean of the Drexel University College of Medicine and CEO of Drexel University Physicians. Dr. Klasko received his undergraduate degree from Lehigh University, his MD from Hahnemann University College of Medicine and his MBA from the Wharton School of the University of Pennsylvania. | | | | | Qualifications and Skills | | | | | Dr. Klasko is qualified to serve on our Board because of his extensive leadership and business experience, deep healthcare industry expertise and strategic vision. | | | | | Michael Burdiek | Age: 66 | Director since: 2021 | Committee(s): AC*FE, CC | | Background | | | | | Mr. Burdiek has served as a member of our Board since November 2021. He previously served as Motion’s Chief Executive Officer and as a member of its board of directors from its formation in August 2020 until the Business Combination. Mr. Burdiek served as President, Chief Executive Officer and director of CalAmp (Nasdaq: CAMP) from 2011 to March 2020. Prior to joining CalAmp, Mr. Burdiek served as President and Chief Executive Officer of Telenetics Corporation, a manufacturer of data communications products. Earlier in his career, Mr. Burdiek held a variety of technical and executive management roles at Comarco, Inc., a provider of test solutions to the wireless industry. Mr. Burdiek began his career as a design engineer with Hughes Aircraft Company. He currently serves as a member of the board of directors of Five9, Inc. (Nasdaq: FIVN), a SaaS cloud-based contact center software company, and IntelliShift, a provider of SaaS mobility management solutions. Mr. Burdiek earned his B.S. in Electrical Engineering from Kansas State University and his MBA and M.S. in Electrical Engineering from California State University, Fullerton. | | | | | Qualifications and Skills | | | | | Mr. Burdiek is qualified to serve on our Board because of his extensive experience leading software and technology companies. | | | |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  14. Non-Executive Director Compensation

    Non-Executive Director Compensation The Compensation Committee reviews our director compensation program on an annual basis. In December 2024, the Compensation Committee, in consultation with Compensia, reviewed our standard compensation program for non-executive directors and recommended to the Board, and the Board approved, the following standard compensation program, which became effective immediately with respect to the equity component and as of January 1, 2025 with respect to the remainder of the program:

  15. Non-Executive Director Compensation

    | Annual Cash Retainer | $55,000 | | | | Annual Equity Grant | Approximately $150,000 in RSUs “cliff” vesting after one year; if applicable, a director’s first annual grant will be pro-rated based on his or her partial year of service | | | | Initial Equity Grant | As determined by the Compensation Committee, up to $300,000 (2x the value of the annual equity grant) in options, vesting annually over three years | | | | Annual Committee Cash Retainers | Committee | Chair | Member | | | Audit and Compliance Committee | $22,500 | $11,250 | | | Compensation Committee | $20,000 | $10,000 | | | Nominating and Corporate Governance Committee | $10,000 | $5,000 | | Non-Executive Chair | $50,000 additional annual cash retainer | | | | Lead Independent Director | $25,000 additional annual cash retainer | | |

  16. Non-Executive Director Compensation

    Each of the Company’s non-executive directors, other than Dr. Klasko, received the 2025 standard compensation. In connection with Dr. Klasko’s appointment as non-executive Chair of the Board effective October 1, 2024, the Board approved the following compensation for Dr. Klasko’s first year of service in lieu of participation in the Company’s standard non-executive director compensation program: (i) an aggregate of 204,082 options, subject to one-year “cliff” vesting, with an aggregate grant date fair value of approximately $500,000, under the DocGo Inc. 2021 Stock Incentive Plan (the “2021 Plan”); and (ii) a $300,000 as an annual cash retainer. During 2025, the Board also approved the following additional compensation for Dr. Klasko’s Board service: (i) an aggregate 100,000 RSUs, subject to one-year “cliff” vesting, with an aggregate grant date fair value of $151,000; (ii) $24,000 cash retainer payable in 2025; (iii) as provided for in the Company’s standard non-executive director compensation program, $150,000 in RSUs to be granted during 2026; and (iv) an aggregate of $250,000 in cash retainers payable quarterly in 2026, which amount includes (x) the cash retainers set forth in the Company’s standard non-executive director compensation program and (y) an additional annual cash retainer for service as Chair of the Board. In December 2025, the Compensation Committee, in consultation with Compensia, reviewed our standard non-executive director compensation program as set forth above, and, given recent fluctuations in Company’s stock price, determined to award each non-executive director serving on such date other than Dr. Klasko the annual equity grant using a per unit value of $1.00 rather than closing price of the Company’s common stock on such date. Accordingly, each non-executive director other than Dr. Klasko was granted 150,000 RSUs under the 2021 Plan on December 12, 2025, which vest on the first anniversary thereof.

  17. 2025 Director Compensation Table

    2025 Director Compensation Table The table below sets forth the cash and other compensation earned by the non-executive directors of our Company during the fiscal year ended December 31, 2025. For more information regarding the compensation earned by Messrs. Bienstock and Tendler, who were named executive officers of the Company during fiscal year 2025, see “Executive Compensation” below.

  18. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Michael Burdiek | 87,500 | 138,000 | 225,500 | | Stephen K. Klasko, MD | 249,000 | 151,000 | 400,000 | | Vina Leite | 70,000 | 138,000 | 208,000 | | Ira Smedra | 96,250 | 138,000 | 234,250 | | James M. Travers | 55,000 | 138,000 | 193,000 |

  19. 2025 Director Compensation Table

    ____________ (1) Amounts reported in this column represent the aggregate grant date fair value of RSUs and fully vested stock granted during 2025, calculated in accordance with FASB ASC Topic 718 based on: (i) for each non-executive director other than Dr. Klasko, a per share price of $0.92, the closing price of our common stock on December 12, 2025, the grant date of the RSUs; and (ii) for Dr. Klasko, a per share price of $1.51, the closing price of our common stock on September 10, 2025. As of December 31, 2025, each non-executive director serving as of such date other than Dr. Klasko held 150,000 RSUs, and Dr. Klasko held 100,000 RSUs. In addition, the non-executive directors held the following outstanding stock options as of December 31, 2025: (i) for Mr. Burdick, 79,208 options; (ii) for Dr. Klasko, 204,082 options; (iii) for Ms. Leite, 81,425 options; (iv) for Mr. Smedra, 79,208 options; and (v) for Mr. Travers, 79,208 options.

  20. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Vina Leite and James M. Travers as nominees for election as Class II directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under “Corporate Governance — Information Regarding Director Nominees and Continuing Directors” above. Each of our director nominees has indicated that he or she is willing and able to serve as a director. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board or leave a vacancy. The Board recommends a vote “FOR ALL” Class II director nominees set forth above.

  21. Named Executive Officers

    Named Executive Officers This executive compensation summary provides an overview of our executive compensation program for our NEOs during 2025, other than Mr. Tendler. Mr. Tendler is compensated for his services to the Company as General Counsel and Secretary through EDTSLS, a law firm owned by Mr. Tendler, pursuant to an engagement agreement as described under “Narrative Disclosure to 2025 Summary Compensation Table — Agreement with Mr. Tendler” below, and also receives equity awards as described under “— Elements of Executive Compensation — Long-Term Incentive Compensation” below. Our NEOs for 2025, who appear in the “2025 Summary Compensation Table,” are as follows:

  22. Say-on-Pay Vote and Executive Compensation Program Changes

    Say-on-Pay Vote and Executive Compensation Program Changes At the Company’s 2024 Annual Meeting of Stockholders, approximately 72.4% of our stockholders who cast votes voted in favor of our “say-on-pay” advisory vote to approve our NEO compensation. In determining our compensation practices for 2025, the Compensation Committee was mindful of the results of such vote and continued to refine the design of our executive compensation program in consultation with Compensia to provide deeper accountability and drive performance. The Compensation Committee believes the refinement to our compensation program described below strengthened our commitment to our pay-for-performance philosophy. In consideration of these results, the Compensation Committee incorporated a relative TSR measure into the performance stock units (“PSUs”) granted in December 2024 under our 2025 LTI Program, replacing revenue as used in the 2024 LTI Program and creating more diversity amongst the performance goals utilized in our executive compensation program. In addition, the PSUs for the 2025 LTI Program are based on three overlapping performance periods (one-third over a one-year period, one-third over a two-year period and one-third over a three-year period). The Compensation Committee, in consultation with Compensia, also recommended to the Board the adoption of stock ownership guidelines applicable to the Company’s executive officers and non-executive directors, which the Board approved in February 2025. See “— Other Compensation Matters and Policies — Stock Ownership Guidelines” below and “Director Compensation — Stock Ownership Guidelines” above. At the Company’s 2025 Annual Meeting of Stockholders, approximately 71.6% of our stockholders who cast votes voted in favor of our “say-on-pay” advisory vote to approve our NEO compensation. In continuing to evaluate our executive compensation program following the 2025 Annual Meeting of Stockholders, the Compensation Committee determined that the PSUs granted in December 2025 under our 2026 LTI Program would continue to be based on a relative TSR measure, but with performance measured over only two overlapping performance periods (one-half over a two-year period and one-half over a three-year period). The Compensation Committee intends to transition to a single three-year performance period for PSUs in the future. For more information regarding our LTI Program, see “— Elements of Executive Compensation — Long-Term Incentive Compensation.” The Compensation Committee will continue to evaluate our executive compensation program going forward in light of stockholder views and our business needs and objectives and expects to continue considering the outcome of future say-on-pay advisory votes and stockholder views when making future compensation decisions for our NEOs.

  23. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2025 and 2024.

  24. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Lee Bienstock | 2025 | 785,000 | 1,926,346 | 831,315 | 29,290 | 3,571,951 | | Chief Executive Officer | 2024 | 785,000 | 6,098,451 | 642,245 | 36,722 | 7,562,418 | | Norman Rosenberg | 2025 | 492,000 | 742,870 | 432,453 | 29,290 | 1,696,614 | | Chief Financial Officer and Treasurer | 2024 | 492,000 | 3,930,111 | 334,098 | 36,722 | 4,792,931 | | Ely D. Tendler | 2025 | — | 92,000 | — | 1,225,422 | 1,317,422 | | General Counsel, Secretary and Director | 2024 | — | 150,002 | — | 1,207,843 | 1,357,845 |

  25. 2025 Summary Compensation Table

    ____________ (1) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted under the 2021 Plan computed in accordance with FASB ASC Topic 718. These amounts do not reflect the value that may be realized by each NEO with respect to these awards. For 2025, the grant date fair value with respect to the RSUs is based on a per share price of $0.92, the closing price of our common stock on December 12, 2025, the date of such grants, and the grant date fair value with respect to the PSUs is based upon the most probable outcome of the performance goals, and is calculated using a lattice model that incorporates a Monte Carlo simulation, using the following key assumptions: closing price of our common stock on the date of grant ($0.92), expected volatility (65.86%), risk-free interest rate (3.55%), expected term (3.05 years) and expected dividend yield (0.0%). See discussion under “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentive Compensation — 2025 Equity Grants under our 2026 LTI Program.” Assuming that the highest level of performance conditions is achieved for all PSUs, the grant date fair values of the PSUs included in the 2025 value for Messrs. Bienstock and Rosenberg would have been $2,048,831 and $790,105, respectively. For more information regarding the assumptions underlying such calculations, see Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2024 located in the Annual Report. (2) The amounts reported in this column for 2025 represent the annual incentive bonus earned by each NEO for 2025. (3) The amounts reported in this column include executive health and welfare benefit premiums paid on behalf of each NEO other than Mr. Tendler during the applicable year. The amount in this column for 2025 for Mr. Tendler represents the fees earned by EDTSLS for legal services rendered to the Company in 2025. Mr. Tendler did not receive a salary or other employment benefits for his role as General Counsel and Secretary to the Company. See “— Narrative Disclosure to 2025 Summary Compensation Table — Agreement with Mr. Tendler” below.

  26. Outstanding Equity Awards at 2025 Fiscal-Year End Table

    Outstanding Equity Awards at 2025 Fiscal-Year End Table The following table sets forth information regarding outstanding RSUs, PSUs and options as of December 31, 2025 for each of our NEOs.

  27. Outstanding Equity Awards at 2025 Fiscal-Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Lee Bienstock | | | | | | | | | | | Options | 02/17/2022 | 340,090 | 80,032 | 7.15 | 02/18/2032 | — | — | — | — | | RSUs | 03/28/2022 | — | — | — | — | 36,713 | 32,307 | — | — | | Options | 12/15/2022 | 67,104 | 22,370 | 6.93 | 12/15/2032 | — | — | — | — | | RSUs | 05/12/2023 | — | — | — | — | 60,975 | 53,658 | — | — | | Options | 05/12/2023 | 105,420 | 105,423 | 8.61 | 05/12/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 47,147 | 41,489 | — | — | | RSUs | 12/12/2023 | — | — | — | — | 290,697 | 255,813 | — | — | | PSUs | 12/12/2023 | — | — | — | — | 232,558 | 204,651 | — | — | | Options | 12/12/2023 | 85,317 | 75,282 | 5.16 | 12/12/2033 | — | — | — | — | | RSUs | 12/12/2024 | — | — | — | — | 402,745 | 354,416 | — | — | | PSUs | 12/12/2024 | — | — | — | — | — | — | 178,998 | 157,518 | | RSUs | 12/12/2025 | — | — | — | — | 1,113,495 | 979,876 | — | — | | PSUs | 12/12/2025 | — | — | — | — | — | — | 1,113,495 | 979,876 | | Norman Rosenberg | | | | | | | | | | | Options | 01/15/2020 | 483,858 | — | 1.59 | 01/12/2030 | — | — | — | — | | Options | 12/09/2021 | 205,097 | — | 8.97 | 12/09/2031 | — | — | — | — | | Options | 12/15/2022 | 289,932 | 96,647 | 6.93 | 12/15/2032 | — | — | — | — | | Options | 05/12/2023 | 53,312 | 53,315 | 8.61 | 05/12/2033 | — | — | — | — | | RSUs | 12/12/2023 | — | — | — | — | 106,589 | 93,798 | — | — | | PSUs | 12/12/2023 | — | — | — | — | 85,271 | 75,038 | — | — | | RSUs | 12/12/2024 | — | — | — | — | 259,546 | 228,400 | — | — | | PSUs | 12/12/2024 | — | — | — | — | — | — | 115,354 | 101,512 | | RSUs | 12/12/2025 | — | — | — | — | 429,405 | 377,876 | — | — | | PSUs | 12/12/2025 | — | — | — | — | — | — | 429,405 | 377,876 | | Ely D. Tendler | | | | | | | | | | | Options | 01/02/2020 | 2,902 | — | 1.59 | 01/01/2030 | — | — | — | — | | Options | 03/19/2021 | 32,902 | — | 8.06 | 03/18/2031 | — | — | — | — | | Options | 12/07/2021 | 79,208 | — | 8.80 | 12/07/2031 | — | — | — | — | | RSUs | 12/12/2023 | | — | — | — | 48,449 | 42,635 | — | — | | RSUs | 12/12/2024 | — | — | — | — | 17,900 | 15,752 | — | — | | RSUs | 12/12/2025 | — | — | — | — | 100,000 | 88,000 | — | — |

  28. Outstanding Equity Awards at 2025 Fiscal-Year End Table

    __________ (1) The vesting schedules for the options that were unvested as of December 31, 2025 as reported in this column are as follows: (i) the options granted on February 17, 2022 vested on March 28, 2026; (ii) the options granted on April 28, 2022 vested on January 1, 2026; (iii) the options granted on July 1, 2022 vest on July 1, 2026; (iv) the options granted on December 15, 2022 vest on December 15, 2026; (v) the options granted on May 12, 2023 vest in two equal annual installments beginning May 12, 2026; (vi) the options granted on August 11, 2023 vest in two equal annual installments beginning August 11, 2026; and (vii) the options granted on December 12, 2023 vest in two equal annual installments beginning December 12, 2026, in each case subject to the terms of the 2021 Plan and any applicable award agreement. (2) The vesting schedules for the unvested RSUs and PSUs as of December 31, 2025 reported in this column are as follows: (i) the RSUs granted on March 28, 2022 vested on March 28, 2026; (ii) the RSUs granted on May 12, 2023 vest in two equal annual installments beginning May 12, 2026; (iii) the RSUs granted on December 12, 2023 vest in two equal annual installments beginning December 12, 2026; (iv) the RSUs granted on December 12, 2024 vest in three equal annual installments beginning December 12, 2026, except with respect to the RSUs granted to Mr. Tendler, which vest on December 12, 2026; and (v) the PSUs granted on December 12, 2023 that became earned at 80% of target based on our fiscal 2024 revenue will vest in two equal annual installments beginning on December 12, 2026, in each case subject to the terms of the 2021 Plan and any applicable award agreement. (3) Amounts in these columns reflect the value of outstanding RSUs and PSUs as of December 31, 2025, based on a per share price of our common stock of $0.88, the closing price of our common stock on December 31, 2025. (4) The unvested PSUs reported in this column that were granted on December 12, 2024 are subject to the achievement of a relative TSR target set by the Compensation Committee for performance periods beginning January 1, 2025 and ending on December 31, 2026 and December 31, 2027 and are reported based on achievement of relative TSR at threshold performance. Such PSUs will be deemed earned and vest in two tranches upon the certification of relative TSR achievement by the Compensation Committee in early 2027 and 2028, respectively, subject to the 2021 Plan and the applicable award agreement. The unvested PSUs reported in this column that were granted on December 12, 2025 are subject to the achievement of a relative TSR target set by the Compensation Committee for performance periods beginning January 1, 2026 and ending on December 31, 2027 and December 31, 2028 and are reported based on achievement of relative TSR at target performance. Such PSUs will be deemed earned and vest in two tranches upon the certification of relative TSR achievement by the Compensation Committee in early 2028 and 2029, respectively, subject to the 2021 Plan and the applicable award agreement. See “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Equity Compensation.”

  29. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Employment Agreements The Bienstock Agreement and the Rosenberg Agreement (collectively, the “Employment Agreements”) provide that upon termination of employment, the executive will receive any accrued but unpaid base salary and other accrued and unpaid compensation, including any accrued but unpaid vacation. If the termination is an “involuntary termination without cause” or a resignation for “good reason” (each a “Covered Termination” and as defined in the Employment Agreements), the NEO will be entitled to receive the severance benefits described below, as applicable, provided that the executive (A) delivers an effective general release of all claims against the Company and its affiliates in a form provided by the Company that becomes effective and irrevocable within 60 days following the Covered Termination and (B) continues to comply with customary confidentiality, non-competition, customer non-solicitation and non-interference, and employee non-solicitation and non-interference covenants set forth in the Employment Agreements. In connection with a Covered Termination that does not occur during the period beginning three months prior to a “change in control” (as defined in the 2021 Plan) and ending 12 months after a change in control, the executive would be entitled to the following severance benefits: (i) a cash payment equal to 12 months of the executive’s base salary payable in equal installments over 12 months; (ii) a pro rata portion of the executive’s annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days the executive was employed during the fiscal year; and (iii) payment or reimbursement for the premium for the executive and the executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of the executive’s termination of employment, and (B) the date the executive and the executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). In connection with a Covered Termination during the period beginning three months prior to a Change in Control and ending 12 months after a Change in Control, each executive would be entitled to: (i) a lump sum cash payment equal to the sum of (A) the executive’s base salary and (B) the executive’s target bonus; (ii) a pro rata portion of the executive’s annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days the executive was employed during the fiscal year; (iii) the amount of any annual bonus earned, but not yet paid, for the fiscal year prior to the executive’s termination; and (iv) payment or reimbursement for the premium for the executive and the executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of the executive’s termination of employment and (B) the date the executive and the executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). The Employment Agreements provide for a “best net” after-tax Section 280G provision where the executive receives the best after-tax result but is not eligible to receive any tax gross-ups, to the extent any payments made pursuant to the Employment Agreements or otherwise would constitute a “parachute payment” under Internal Revenue Code Section 280G. Equity Awards Under the 2021 Plan Under the option grant agreements for stock options granted under the 2021 Plan, in the event of an NEO’s termination as a result of death or disability, all unvested stock options will become fully vested and exercisable. In addition, in the event of a termination of employment without cause on or within 24 months following a change in control, all unvested stock options will become fully vested and exercisable. Under the award agreements for RSUs and PSUs granted under the 2021 Plan, in the event of an NEO’s termination as a result of death or disability or in the event of a termination without cause on or within 24 months following a change in control, all unvested RSUs will become fully vested and the service requirement with respect to all PSUs will be deemed satisfied, with such PSUs remaining subject to actual performance over the performance period.

  30. Pay Versus Performance

    Pay Versus Performance

  31. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “— Compensation Discussion and Analysis.”

  32. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Anthony Capone(1) ($) | Summary Compensation Table Total for Lee Bienstock(1) ($) | Compensation Actually Paid to Anthony Capone(2) ($) | Compensation Actually Paid to Lee Bienstock(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: Total Stockholder Return(5) ($) | Net (Loss) Income(6) ($) | | 2025 | N/A | 3,571,951 | N/A | (1,137,929) | 1,507,018 | 131,021 | 12 | (196,367,155) | | 2024 | N/A | 7,562,418 | N/A | 4,007,060 | 2,664,574 | 1,689,513 | 60 | 13,360,580 | | 2023 | 928,902 | 11,351,018 | (1,197,322) | 10,910,300 | 3,127,390 | 2,670,004 | 79 | 10,048,328 |

  33. Pay Versus Performance Table

    (1) Effective as of September 15, 2023, Mr. Capone resigned as the Company’s Chief Executive Officer, and the Board appointed Mr. Bienstock to succeed Mr. Capone as Chief Executive Officer. (2) The dollar amounts reported in these columns represent the amounts of “compensation actually paid” to Messrs. Bienstock and Capone as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by such individuals. In accordance with these rules, the adjustments made to the “Total Compensation” for Mr. Bienstock as set forth in the 2024 Summary Compensation Table are shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  34. Pay Versus Performance Table

    | Compensation Actually Paid to PEO | 2025 | | Summary Compensation Table Total | $3,571,951 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (1,926,346) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 1,954,852 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (3,361,448) | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | (1,376,938) | | Compensation Actually Paid to PEO | $(1,137,929) |

  35. Pay Versus Performance Table

    (3) The dollar amounts reported in this column represent the average of the amounts reported for the NEOs as a group (excluding the Chief Executive Officer(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2025, Mr. Rosenberg, (ii) for 2024, Messrs. Rosenberg, Sugrue and Tendler; and (iii) for 2023, Messrs. Rosenberg, Sugrue, Tendler and Andre Oberholzer, our former Executive Vice President of Strategy. (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the Chief Executive Officer(s)), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, the adjustments made to the “Total Compensation” as set forth in the Summary Compensation Table for 2025 are shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. For information on “compensation actually paid” in 2023-2024 to the NEOs as a group (excluding the Chief Executive Officer(s)), refer to our 2025 proxy statement.

  36. Pay Versus Performance Table

    | Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | $1,507,018 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (417,436) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 420,822 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (866,977) | | Plus (less), average change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | (512,406) | | Average Compensation Actually Paid to Non-PEO NEOs | $131,021 |

  37. Pay Versus Performance Table

    (5) Total Stockholder Return for purposes of this table is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2022. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

  38. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table As described in more detail above, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Income

  39. “Article IX LIABILITY OF DIRECTORS and officers

    “Article IX LIABILITY OF DIRECTORS and officers Section 9.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.” If approved by stockholders at the Annual Meeting, the Officer Exculpation Amendment would become effective upon the filing of a certificate of amendment setting forth the Officer Exculpation Amendment by the Company with the Secretary of State of the State of Delaware promptly following the Annual Meeting. In addition, we intend to file a restated Charter to integrate the Officer Exculpation Amendment (if approved) and the Corporate Opportunity Amendment discussed above (if approved) as well as the clean-up changes (if any or all of Proposal 3, Proposal 4 and/or this Proposal 5 is approved) into a single document following the filing and effectiveness of the certificate of amendment setting forth any of those amendments that are approved by our stockholders. The Board reserves the right to elect to abandon the Officer Exculpation Amendment, without further action by the stockholders, at any time prior to the effectiveness of the certificate of amendment setting forth the Officer Exculpation Amendment. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s covered officers will not be subject to the foregoing exculpation protections. Neither this Proposal 5 nor Proposal 3 or 4 are conditioned on or otherwise require the approval of the other proposals. The full text of the proposed Officer Exculpation Amendment is attached to this Proxy Statement as Appendix C, in which deletions are indicated by strikeouts and additions are indicated by double underlining. The Board recommends a vote “FOR” the approval of the Officer Exculpation Amendment.

  40. Proposal 1: Election of Directors

    Proposal 1: Election of Directors A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” his or her election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, and votes that are withheld will not be counted as votes cast on Proposal 1 and will have no effect on the outcome of the election. Stockholders do not have cumulative voting rights for the election of directors.

  41. ARTICLE IX LIABILITY OF DIRECTORS AND OFFICERS

    ARTICLE IX LIABILITY OF DIRECTORS AND OFFICERS Section 9.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. DOCGO INC. 685 THIRD AVENUE, 9TH FLOOR NEW YORK, NY 10017 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 15, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/DCGO2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 15, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V94314-P42749 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY DOCGO INC. The Board of Directors recommends you vote FOR the following nominees: 1. Election of Directors Class II Nominees: 01) Vina Leite 02) James M. Travers The Board of Directors recommends you vote FOR the following proposal: 2. To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers. The Board of Directors recommends you vote FOR the following proposal: 3. To approve a series of six alternative amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect (i) a reverse stock split of the Company’s common stock at a ratio of 1-for-5, 1-for-6, 1-for-7, 1-for-8, 1-for-9 or 1-for-10 (each, a “Reverse Stock Split”), with such ratio and the time of the Reverse Stock Split as determined in the sole discretion of the Company’s Board of Directors at a later date, and (ii) a proportionate reduction in the number of authorized shares of the Company’s common stock and preferred stock by a corresponding ratio. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For Against Abstain The Board of Directors recommends you vote FOR the following proposal: 4. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities. The Board of Directors recommends you vote FOR the following proposal: 5. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law. The Board of Directors recommends you vote FOR the following proposal: 6. Ratification of the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026. NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V94315-P42749 DOCGO INC. Annual Meeting of Stockholders June 16, 2026 12:00 PM ET This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Lee Bienstock, Norman Rosenberg and Ely D. Tendler, or any of them, as proxies and attorneys-in-fact, each with the power to act alone and with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote as designated on the reverse side of this form, all of the shares of common stock of DOCGO INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 12:00 PM ET on June 16, 2026, live via the Internet at www.virtualshareholdermeeting.com/DCGO2026 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, but the card is signed, this proxy will be voted in accordance with the Board of Directors’ recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made or for the election of a substitute nominee to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). Continued and to be signed on reverse side