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Prospectus Supplement No. 1 (to prospectus dated December 29, 2022) |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-261363 |
Up to 17,778,588 Shares of Common Stock
This prospectus supplement no. 1 is being filed to update and supplement the prospectus dated December 29, 2022 (the “Prospectus”) related to the offer and sale, from time to time, by the Selling Securityholders (as defined in the Prospectus) identified in the Prospectus, or their permitted transferees, of up to 17,778,588 shares of Common Stock. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and any prior amendments or supplements thereto and if there is any inconsistency between the information therein and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Common Stock is listed on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”), under the symbol “DCGO”. On January 12, 2023, the closing price of our Common Stock was $7.72.
Investing in our securities involves a high degree of risks. See the section entitled “Risk Factors” of the Prospectus and any applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 13, 2023.
SELLING SECURITYHOLDERS
The following information is provided as of January 13, 2023 solely to update the Selling Securityholders table in the Prospectus to reflect the transfer by Solomon Werdiger 2014 Irrevocable Trust of 100,000 shares of our Common Stock to an affiliate, the 2021 New Jersey Trust, as set forth in the table below. Other than this transfer to this new Selling Securityholders, the Selling Securityholders and number of shares of Common Stock as set forth in the table beginning on page 5 of the Prospectus remain unchanged.
| Beneficial Ownership Before the Offering | Shares to be Sold in the Offering | Beneficial Ownership After the Offering | ||||||||||||||||||
| Name of Selling Securityholder | Number of Shares | Number of Shares | Number of Shares | %(1) | ||||||||||||||||
| Stan Vashovsky | (2) | 10,210,962 | 10,210,962 | - | - | |||||||||||||||
| Travers Holdings LLC | (3) | 516,028 | 516,028 | - | - | |||||||||||||||
| Michael Burdiek | (4) | 505,561 | 505,561 | - | - | |||||||||||||||
| Richard Vitelle | (5) | 211,560 | 211,560 | - | - | |||||||||||||||
| Garo Sarkissian | (6) | 314,846 | 314,846 | - | - | |||||||||||||||
| Razmig Krumian | (7) | 39,385 | 39,385 | - | - | |||||||||||||||
| Ankist Zadeyan | (8) | 155,450 | 155,450 | - | - | |||||||||||||||
| The Keith Brackpool Trust | (9) | 52,267 | 52,267 | - | - | |||||||||||||||
| The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001 | (10) | 104,532 | 104,532 | - | - | |||||||||||||||
| Mark Licht | (11) | 104,532 | 104,532 | - | - | |||||||||||||||
| The Dean McPhail Revocable Living Trust | (12) | 123,164 | 123,164 | - | - | |||||||||||||||
| Malcolm G. Meador, Jr. | (13) | 130,664 | 130,664 | - | - | |||||||||||||||
| The Paul & Valerie Mellinger Trust, Dtd 5/24/99 | (14) | 52,267 | 52,267 | - | - | |||||||||||||||
| The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 | (15) | 166,798 | 156,798 | 10,000 | * | % | ||||||||||||||
| Jack L. Messman | (16) | 78,400 | 78,400 | - | - | |||||||||||||||
| Frank Perna | (17) | 130,664 | 130,664 | - | - | |||||||||||||||
| Richard Todaro | (18) | 78,400 | 78,400 | - | - | |||||||||||||||
| The Trevor Tice Trust | (19) | 123,164 | 123,164 | - | - | |||||||||||||||
| IRAR Trust FBO Christopher B. Warren #35-38016 | (20) | 104,532 | 104,532 | - | - | |||||||||||||||
| Arena Capital Fund LP - Series 8 | (21) | 116,324 | 15,273 | 101,051 | * | % | ||||||||||||||
| Arena Capital Fund LP - Series 10 | (22) | 193,042 | 43,042 | 150,000 | * | % | ||||||||||||||
| Arena Capital Fund LP - Series 11 | (23) | 122,980 | 15,273 | 107,707 | * | % | ||||||||||||||
| Arena Capital Fund LP - Series 16 | (24) | 180,584 | 56,926 | 123,658 | * | % | ||||||||||||||
| BI Fonds SPAC ZF | (25) | 78,005 | 8,330 | 69,675 | * | % | ||||||||||||||
| Light Street Mercury Master Fund, L.P. | (26) | 929,707 | 929,707 | - | - | |||||||||||||||
| Light Street Tungsten Master Fund, L.P. | (26) | 114,965 | 63,243 | 51,722 | * | % | ||||||||||||||
| Light Street Halo, L.P. | (26) | 32,250 | 24,442 | 7,808 | * | % | ||||||||||||||
| Xtellus Pre-IPO Fund (2021), LP | (27) | 153,144 | 153,144 | - | - | |||||||||||||||
| Erik Alf Wigertz | (28) | 10,510 | 10,510 | - | - | |||||||||||||||
| Xtellus Pre-IPO Fund (2021) Cayman, LP | (27) | 811,180 | 811,180 | - | - | |||||||||||||||
| Terra Overseas Ltd. | (29) | 175,166 | 175,166 | - | - | |||||||||||||||
| Aquamare Quattro LTD | (30) | 1,430,312 | 1,000,000 | 430,312 | * | % | ||||||||||||||
| MMF, LT, LLC | (31) | 500,000 | 500,000 | - | - | |||||||||||||||
| Mekita Investments Ltd | (32) | 200,000 | 200,000 | - | - | |||||||||||||||
| Sheldon Ginsberg | (33) | 90,883 | 9,300 | 81,583 | * | % | ||||||||||||||
| Stanley Rosenberg | (34) | 17,016 | 2,500 | 14,516 | * | % | ||||||||||||||
| Nathan and Sharon Herzog | (35) | 5,000 | 5,000 | - | - | |||||||||||||||
| David Herzog Foundation | (36) | 15,000 | 15,000 | - | - | |||||||||||||||
| GEN VIII, LLC | (37) | 139,569 | 63,700 | 75,869 | * | % | ||||||||||||||
| Steven Ginsberg | (38) | 11,500 | 2,000 | 9,500 | * | % | ||||||||||||||
| Adam Ginsberg | (39) | 500 | 500 | - | - | |||||||||||||||
| Tala Ginsberg | (40) | 1,575 | 500 | 1,075 | * | % | ||||||||||||||
| Michael B. Herzog | (41) | 40,475 | 5,500 | 34,975 | * | % | ||||||||||||||
| Wendy Levine | (42) | 10,064 | 4,000 | 6,064 | * | % | ||||||||||||||
| Aaron Herzog | (43) | 21,354 | 2,000 | 19,354 | * | % | ||||||||||||||
| The David Herzog family trust for Mordechai Herzog 12/16/02 | (44) | 265,479 | 30,000 | 235,479 | * | % | ||||||||||||||
| The David Herzog family trust for Judith Buchler 12/16/02 | (45) | 107,309 | 10,000 | 97,309 | * | % | ||||||||||||||
| Chelt Trading Limited | (46) | 150,000 | 150,000 | - | - | |||||||||||||||
| 272 Capital Master Fund Ltd. | (47) | 19,625 | 19,625 | - | - | |||||||||||||||
| 2021 New Jersey Trust | (48) | 100,000 | 100,000 | - | - | |||||||||||||||
| Arena Capital Fund, LP – Series 14 | (49) | 50,000 | 50,000 | - | - | |||||||||||||||
| Arena Capital Fund, LP – Series 3 | (49) | 54,775 | 54,775 | - | - | |||||||||||||||
| Arena Capital Fund, LP – Series 5 | (49) | 54,776 | 54,776 | - | - | |||||||||||||||
| * | Less than 1%. |
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| (1) | Based upon 102,411,162 shares of Common Stock outstanding as of December 22, 2022. |
| (2) | The business address of Mr. Vashovsky is 35 West 35th Street, Floor 6, New York, New York 10001. |
| (3) | James M. Travers and Susan D. Travers are the managers of Travers Holdings LLC and each has voting and dispositive control over the securities held by it. The business address of Mr. Travers, Mrs. Travers and Travers Holdings LLC is 1382 Harbor Dr., Sarasota, FL 34239. |
| (4) | The business address of Mr. Burdiek is 688 Mystic View Laguna Beach, CA 92651. |
| (5) | The business address of Mr. Vitelle is 3154 Deer Valley Avenue, Thousand Oaks, CA 91320. |
| (6) | The business address of Mr. Sarkissian is 5797 Via Bonita, Thousand Oaks, CA 91320. |
| (7) | The business address of Mr. Krumian is 3836 Marks Road, Agoura Hills, CA 91301. |
| (8) | The business address of Mr. Zadeyan is 8070 La Jolla Shores Dr #420, San Diego CA 92037. |
| (9) | Keith Brackpool is the trustee of The Keith Brackpool Trust and has voting and dispositive control over the securities held by it. The business address of Mr. Brackpool and The Keith Brackpool Trust is 940 East 2nd Street, #38 Los Angeles, CA 90012. |
| (10) | Richard B. Gold is the trustee of The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001 and has voting and dispositive control over the securities held by it. The business address of Mr. Gold and The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001 is 51 Catspaw Cape, Coronado, CA 92118. |
| (11) | The business address of Mr. Licht is 5440 Round Meadow Road, Hidden Hills, CA 91302. |
| (12) | Dean B. McPhail is the trustee of The Dean McPhail Revocable Living Trust and has voting and dispositive control over the securities held by it. The business address of Mr. McPhail and The Dean McPhail Revocable Living Trust is PO Box 1596, Kailua-Kona, HI 96745. |
| (13) | The business address of Mr. Meador, Jr. is 2618 Kirsten Lee Drive, Westlake Village, CA 91361. |
| (14) | Paul Mellinger and Valerie Mellinger are co-trustees of The Paul & Valerie Mellinger Trust, Dtd 5/24/99 and have voting and dispositive control over the securities held by it. The business address of Paul Mellinger, Valerie Mellinger and The Paul & Valerie Mellinger Trust, Dtd 5/24/99 is 209 33rd Street, Manhattan Beach, CA 90266. |
| (15) | Kyle Messman is the sole trustee of The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 and has voting and dispositive control over the securities held by it. The business address of Mr. Messman and The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 is 628 11th Street, Manhattan Beach, CA 90266. Figure includes 10,000 shares of Common Stock held by Mr. Messman. |
| (16) | The business address of Jack L. Messman is 1066 Mount George Ave, Napa, CA 94588. |
| (17) | The business address of Frank Perna is 26802 Malibu Cove Colony Dr., Malibu, CA 90265. |
| (18) | The business address of Richard Todaro is 14809 Brookhaven Place, Chesterfield, MO 63017. |
| (19) | Dean B. McPhail is the trustee of The Trevor Tice Trust and has voting and dispositive control over the securities held by it. The business address of Mr. McPhail and The Trevor Tice Trust is PO Box 1596, Kailua-Kona, HI 96745. |
| (20) | Christopher Warren, grantor and beneficiary of IRAR Trust FBO Christopher B. Warren #35-38016, a self-directed IRA trust, has voting and dispositive control over the securities of IRAR Trust FBO Christopher B. Warren #35-38016. The business address of Mr. Warren is 2250 Cherry Palm Road, Boca Raton, FL 33432 and the business address of IRAR Trust FBO Christopher B. Warren #35-38016 is c/o IRA Resources, Inc., 100 Pringle Avenue, Suite 650, Walnut Creek, CA 94596. |
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| (21) | Arena Capital Fund LP - Series 8 (“Arena Fund-Series 8”), is managed by Arena Capital Advisors LLC, its investment manager (“Arena Advisors”). Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 8. The business address of Arena Fund-Series 8, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
| (22) | Arena Capital Fund LP - Series 10 (“Arena Fund-Series 10”), is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 10. The business address of Arena Fund-Series 10, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
| (23) | Arena Capital Fund LP - Series 11 (“Arena Fund-Series 11”), is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 11. The business address of Arena Fund-Series 11, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
| (24) | Arena Capital Fund LP - Series 16 (“Arena Fund-Series 16”), is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 16. The business address of Arena Fund-Series 16, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
| (25) | BI Fonds SPAC ZF is managed by BayernInvest Kapitalverwaltungsgesellschaft mbH (“BI Manager”), which is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of BI Fonds SPAC ZF. The business address of BI Fonds SPAC ZF, BI Manager, Arena Advisors and Ms. Perret is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025. |
| (26) | Light Street Capital Management, LLC (“Light Street Management”) is the general partner and investment manager of Light Street Mercury Master Fund, L.P. (“Light Street Mercury”), Light Street Tungsten Master Fund, L.P. (“Light Street Tungsten”) and Light Street Halo, L.P. (“Light Street Halo”). Glen T. Kacher has voting and investment control over Light Street Management and, accordingly, may be deemed to have beneficial ownership of the shares held by Light Street Mercury, Light Street Tungsten and Light Street Halo. The business address of each of Light Street Management, Light Street Mercury, Light Street Tungsten, Light Street Halo and Mr. Kacher is 525 University Avenue, Suite 300, Palo Alto, California 94301. |
| (27) | The general partner of Xtellus Pre-IPO Fund (2021), LP (“Xtellus DE”) and Xtellus Pre-IPO Fund (2021) Cayman, LP (“Xtellus Cayman”) is Xtellus Pre-IPO Fund GP, LLC (“Xtellus GP”). On August 4, 2022, Xtellus DE transferred 10,510 shares of Common Stock to its member and interest holder, Erik Alf Wigertz. On August 4, 2022, Xtellus Cayman transferred 175,166 to its member and interest holder, Terra Overseas Ltd., and 22,164 shares of Common Stock to Xtellus DE. Gregory J. Gigliotti has voting and investment control over Xtellus GP and, accordingly, may be deemed to have beneficial ownership of the shares held by Xtellus DE and Xtellus Cayman. The business address of each of Xtellus DE, Xtellus Cayman, Xtellus GP and Mr. Gigliotti is 535 Madison Avenue, New York, New York 10022. |
| (28) | The business address of each of Mr. Wigertz is 70 Eaton Terrace Mews, SW1W 8EU London, United Kingdom. |
| (29) | Grigory Levinzon has voting and investment control over Terra Overseas Ltd. (“Terra”) and, accordingly, may be deemed to have beneficial ownership of the shares held by Terra. The business address of each of Mr. Levinzon and Terra is OIK 3, Agnooumenon 4, 4040 Germasogeia, Cyprus. |
| (30) | Aquamare Quattro Ltd. (“Aquamare”), is a wholly owned subsidiary of AFI Development Limited (“AFI”), which is a wholly owned subsidiary of Flotonic Limited (“Flotonic”). Mr. Lev Leviev is the sole shareholder of Flotonic and, accordingly, may be deemed to have beneficial ownership of the shares held by Aquamare. The business address of each of Aquamare and AFI is Spyrou Araouzou, 165, Lordos Waterfront Building, 5th Floor, Flat/Office 505, 3035, Limassol, Cyprus. The business address of Flotonic is Spyrou Kyprianou, 4, 3070, Limassol, Cyprus. The business address of Mr. Leviev is 18 Stasinou St., Flat 304, 6023, Larnaca, Cyprus. |
| (31) | MCM is the investment manager of MMF and has voting and investment control over the securities held by MMF. Louis M. Bacon also controls the general partner of MCM and may be deemed the beneficial owner of the securities held by MMF. The number of securities set forth in the table above does not include securities held by affiliates of MMF which are controlled by Mr. Bacon. The business address of MMF, MCM and Mr. Bacon is 11 Times Square, 38th Floor, New York, New York 10036. See footnote 8 to the table in “Principal Securityholders.” |
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| (32) | Mekita Investments Ltd. (“Mekita”) is managed by Segetia (UK) Ltd. (“Segetia”). Wilfred Abbott has voting and investment control over Segetia and, accordingly, may be deemed to have beneficial ownership of the shares held by Mekita. The principal business address of Mekita, Segetia and Mr. Abbott is 48 Dover Street, London W1S 4FF, United Kingdom. |
| (33) | The business address of the Selling Securityholder is 969 East Broadway, Woodmere, New York 11598. |
| (34) | The business address of the Selling Securityholder is 13000 SW 69th Ave., Pinecrest, Florida 33156. |
| (35) | The business address of the Selling Securityholder is 1 Bartlett Road, Monsey, New York 10952. |
| (36) | David Herzog has voting and dispositive control over the securities held by the David Herzog Foundation. The business address of Mr. Herzog and the David Herzog Foundation is 63 Lefante Way, Bayonne, New Jersey 07002. |
| (37) | Mordechai Herzog is the CEO of GEN VII LLC and has voting and dispositive control over the securities held by it. The business address of Mr. Herzog and GEN VIII LLC is 63 Lefante Way, Bayonne, New Jersey 07002. |
| (38) | The business address of the Selling Securityholder is 162 Candlewick Lane, Bridgewater, New Jersey 08807. |
| (39) | The business address of the Selling Securityholder is 162 Candlewick Lane, Bridgewater, New Jersey 08807. |
| (40) | The business address of the Selling Securityholder is 35 Hillside Terrace, Apt. A, White Plaines, New York 10601. |
| (41) | The business address of the Selling Securityholder is 1874 48th Street, Brooklyn, New York 11204. |
| (42) | The business address of the Selling Securityholder is 45 Wood Lane South, Woodmere, New York 11598. |
| (43) | The business address of the Selling Securityholder is 1425 47th Street, Brooklyn, New York 11219. |
| (44) | David Herzog is the is the trustee of The David Herzog family trust for Mordechai Herzog 12/16/02 and has voting and dispositive control over the securities held by it. The business address of Mr. Herzog and The David Herzog family trust for Mordechai Herzog 12/16/02 is 63 Lefante Way, Bayonne, New Jersey 07002. |
| (45) | David Herzog is the trustee of The David Herzog family trust for Judith Buchler 12/16/02 and has voting and dispositive control over the securities held by it. The business address of Mr. Herzog and The David Herzog family trust for Judith Buchler 12/16/02 is 63 Lefante Way, Bayonne, New Jersey 07002. |
| (46) | Chelt Trading Limited (“Chelt”) is managed by Jaime Javier Montealegre Lacayo. Mr. Montealegre has voting and investment control over the shares of our Common Stock held by Chelt and, accordingly, may be deemed to have beneficial ownership of such shares. The registered address of Chelt is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. The address for notices for Chelt is Mr. Montealegre’s Costa Rican address at Apartado 15-1250, Escazu, San Jose, Costa Rica. |
| (47) | B Riley Asset Management LLC (“BRAM”) is the investment manager of 272 Fund. 272 Advisors LLC (“272 Manager”) is the manager of 272 Fund. Wesley Cummins is the managing member of 272 Manager. B Riley Capital Management LLC (“BRCM”) is the majority owner of both BRAM and 272 Manager. BRCM is controlled by Bryant Riley. Accordingly, because of Mr. Riley’s and Mr. Cummins’s shared voting and investment control over the shares held by 272 Fund, each may be deemed to have beneficial ownership of the securities held by 272 Fund. The principal business address of 272 Fund, 272 Manager, BRAM, and Mr. Cummins is 3811 Turtle Creek Blvd., Dallas, Texas 75219. The principle business address of BRCM and Mr. Riley is 11000 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. |
| (48) | Stephen Werdiger is trustee of the 2021 New Jersey Trust and has sole voting control and investment discretion over the securities held by the 2021 New Jersey Trust. The business address of the 2021 New Jersey Trust and Mr. Werdiger is 1412 Broadway, 18th Floor, New York, New York 10018. |
| (49) | Arena Capital Advisors, LLC (“Arena Advisors”), a registered investment advisor, is the General Partner of the Arena Capital Fund, LP (the “Arena Funds”) and has voting and investment control over the securities held by the Arena Funds. The partners of Arena Advisors are Daniel Elperin, Jeremy Sagi and Sanije Perrett and, accordingly, may be deemed to have voting control and investment discretion over the securities held by the Arena Funds. The number of shares set forth in the table above does not include securities that may be held by other funds managed by Arena Advisors. The business address of Arena Advisors, the Arena Funds, Mr. Elperin, Mr. Sagi and Ms. Perrett is 12121 Wilshire Blvd, Ste 1010, Los Angeles, California 90025, Attn: Legal. |
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