Also on August 16, 2026, Ambulnz and Hicuity entered into a Consulting Services Agreement, pursuant to which, upon satisfaction of certain conditions, Ambulnz 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 Date or the termination of the Merger Agreement.
Item 1.01 Entry Into a Material Definitive Agreement.
Amended and Restated Credit Agreement and Guaranty On October 1, 2026, Hicuity and Ambulnz (together, the "Borrowers"), DocGo, certain subsidiaries of Ambulnz as guarantors, the lenders from time to time party thereto (the "Lenders") and Perceptive Credit Holdings IV, LP, as administrative agent (the "Administrative Agent"), entered into an Amended and Restated Credit Agreement and Guaranty (the "Credit Agreement"), which amends and restates in its entirety that certain Credit Agreement and Guaranty of Hicuity, dated as of December 6, 2022, as previously amended. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
The Credit Agreement provides for the following credit facilities (the “Term Loans”):
• Term Loan B: A new term loan facility in an aggregate principal amount of $12,500,000, to be funded on the effective date of the Credit Agreement.
• Term Loan C: A new term loan facility in an aggregate principal amount of $12,500,000, to be funded upon the consummation of the Merger (or later, at the Company’s option).
• Term Loan D: A delayed draw term loan facility in an aggregate principal amount of $25,000,000, available during the period commencing on the Closing Date and ending on December 31, 2027, subject to satisfaction of certain conditions.
The Term Loans bear interest at a rate per annum equal to Term SOFR (subject to a floor of 3.50%) plus an applicable margin of 7.50%. There are no scheduled repayments of principal prior to the maturity date, and the entire outstanding principal amount of the Term Loans, together with all accrued and unpaid interest, is due and payable on the Stated Maturity Date, December 6, 2029.
The Borrowers' obligations under the Credit Agreement are jointly and severally guaranteed by the guarantors party thereto.
The Security Agreement contains customary representations and warranties regarding the collateral, as well as customary provisions relating to the perfection, enforcement and termination of security interests and remedies upon an event of default.
The foregoing description of the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Security Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Warrant Certificate On October 1, 2026 (the “Issue Date”), in connection with the Credit Agreement, the Company entered into a Warrant Certificate (the “Warrant Certificate”) with the Administrative Agent, pursuant to which the Company issued the Administrative Agent a warrant (the “Warrant”) to purchase up to 4,000,000 shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.5039 per Warrant Share.
The Warrant is fully vested as of the Issue Date. The Warrant may be exercised at any time or from time to time on or after the Issue Date and prior to 5:00 p.m., Eastern time, on the tenth (10th) anniversary of such date, or, if such day is not a Business Day, on the next Business Day (the “Exercise Period”). The Warrant shall automatically exercise if the Fair Market Value of one Warrant Shares is greater than the Exercise Price, (i) immediately prior to the expiration of the Exercise Period, (ii) upon the occurrence of a Liquidity Event with respect to the Company, and (iii) upon the occurrence of an Acquisition of the Company, in each case, subject to the terms of the Warrant Certificate. The Warrant Certificate and all rights thereunder are freely transferable, in whole or in part, by the Administrative Agent without charge to the Administrative Agent, upon surrender of this Warrant Certificate to the Company at its then principal executive offices with a properly completed and duly executed Assignment, subject to certain additional transfer limitations as described in the Warrant Certificate.
The foregoing description of the Warrant and the Warrant Certificate does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Warrant Certificate, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On October 1, 2026, prior to the Company’s entry into the Credit Agreement, the Company terminated its existing revolving credit facility, dated August 7, 2025, among the Company, the guarantor and lenders party thereto, and Citibank, N.A. as administrative agent (the “Existing Credit Agreement”), including all commitments thereunder, which were not drawn at the time of termination. Additionally, the guarantees and liens securing the indebtedness under the Existing Credit Agreement were discharged and released.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
As of October 1, 2026, 98,992,347 shares of the registrant’s common stock, par value $0.0001 per share, were issued and outstanding.
Item 8.01 Other Events.
On October 1, 2026, the conditions to the closing of the Consulting Services Agreement were satisfied, and Ambulnz will begin to manage Hicuity’s non-clinical operations effective October 1, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No.
Ambulnz began managing Hicuity’s non-clinical operations effective October 1, 2026, after the conditions to the Consulting Services Agreement were satisfied.¶8