Hicuity delivers high-acuity virtual clinical care, including Tele-ICU, Virtual Nursing, and Telemetry Monitoring services, to health systems, hospitals, and post-acute facilities. On a trailing 12-month basis, Hicuity generated approximately $65 million in revenue and approximately $4.5 million of adjusted EBITDA, according to DocGo's press release. No single aggregate purchase price or enterprise value figure was disclosed in the filings; instead, consideration is structured as a combination of assumed debt and DocGo stock.
DocGo is acquiring Hicuity in exchange for (i) the assumption of Hicuity's existing indebtedness held by Perceptive Credit Holdings IV, LP, estimated at approximately $52 million at closing and now maturing in December 2029, and (ii) equity consideration consisting of a number of DocGo common shares equal to 2.0% of DocGo's fully diluted shares outstanding at closing (the "Closing Stock Consideration"), plus additional "Earnout Shares" equal to 3.5% of DocGo's fully diluted shares outstanding, which vest only if DocGo's common stock achieves a specified market capitalization threshold (publicly described by DocGo as $250 million) within three years of closing, or fully vest automatically upon an above-threshold go-private transaction before expiration. The Earnout Shares are subject to downward-only post-closing adjustment based on final closing indebtedness and transaction expenses; no upward adjustment is permitted. Because the Merger is a "Deemed Liquidation Event" under Hicuity's charter and total consideration is insufficient to satisfy Hicuity's Series F liquidation preference in full, the entire merger consideration is payable solely to Hicuity's Series F Convertible Preferred stockholder; all other classes of Hicuity capital stock, along with all outstanding options and warrants, will be cancelled for no consideration.
As part of the transaction, Perceptive Credit Holdings IV, LP (as administrative agent and lender) committed to provide up to an additional $50 million of new senior secured term loan financing to DocGo/Ambulnz, structured as a $12.5 million term loan, a second $12.5 million term loan, and a third $25 million term loan, alongside continuation of $52 million of existing Hicuity term loans. On October 1, 2026, DocGo disclosed in a subsequent Form 8-K that Hicuity and Ambulnz (as co-borrowers), together with DocGo and certain Ambulnz subsidiaries as guarantors, entered into a definitive Amended and Restated Credit Agreement and Guaranty with Perceptive implementing this financing: Term Loan A continues the existing $52 million of Hicuity term loans; Term Loan B is a new $12.5 million facility funded at signing; Term Loan C is a new $12.5 million facility to fund upon consummation of the Merger (or later at DocGo's option); and Term Loan D is a $25 million delayed-draw facility available from the Closing Date through December 31, 2027. The Term Loans bear interest at Term SOFR (with a 3.50% floor) plus a 7.50% margin, with no scheduled amortization before the December 6, 2029 maturity date. In connection with this financing, DocGo also issued Perceptive's administrative agent a warrant to purchase up to 4,000,000 shares of DocGo common stock at an exercise price of $0.5039 per share, fully vested as of the October 1, 2026 issue date and exercisable for ten years. Separately, DocGo terminated its prior undrawn revolving credit facility with Citibank, N.A. on October 1, 2026 in connection with entering into the new credit agreement.
Ahead of closing, Ambulnz and Hicuity entered into a Consulting Services Agreement (also dated August 16, 2026) under which Ambulnz manages Hicuity's day-to-day non-clinical operations and funds Hicuity's operating expenses in exchange for a weekly management fee equal to Hicuity's gross revenue collections less operating expenses; this arrangement terminates upon the earlier of closing or termination of the merger agreement. DocGo's October 5, 2026 8-K confirms that the conditions to the Consulting Services Agreement were satisfied and Ambulnz began managing Hicuity's non-clinical operations effective October 1, 2026, but it explicitly describes the Merger's closing as still "pending" as of that filing date; no closing 8-K has been filed.
DocGo's CEO, Lee Bienstock, said the transaction "took a major leap forward" in the company's evolution "into the premier provider of virtual, remote, and in-home healthcare at any address," adding that "Hicuity brings technology-enabled acute and critical care telemedicine capabilities, serving a diverse portfolio of health systems across the United States," and that integrating Hicuity's offering would help "create one of the most innovative healthcare delivery platforms in the industry" by matching "the right clinician with the right patient at the right time in the right setting," bridging patient care "from the hospital to the home." DocGo's CFO, Norm Rosenberg, said the pending acquisition "represents not only a significant growth opportunity with numerous cost synergies, but will also create a combined entity with much greater financial liquidity," and credited Perceptive Advisors as "a healthcare lending partner of the caliber" willing to commit up to $50 million of additional debt financing "if needed." No specific dollar figure or percentage for the referenced cost synergies was disclosed in the filings.
DocGo stated in the same press release that its full-year 2026 financial guidance (revenue of $305-$310 million and adjusted EBITDA of negative $17 million to negative $22 million) does not include any contribution from the Hicuity acquisition, because the transaction had not yet closed.
The merger agreement contains customary closing conditions, including accuracy of representations and warranties, compliance with covenants, absence of governmental orders prohibiting the transaction, delivery of closing deliverables, and Ambulnz's entry into a definitive credit agreement assuming Hicuity's indebtedness (since satisfied via the October 1, 2026 credit agreement). Ambulnz will procure a representations-and-warranties insurance policy as the primary source of recovery for breaches of Hicuity's representations and warranties. The agreement may be terminated by mutual consent or by either party for an uncured material breach, material failure to perform obligations, or a final non-appealable governmental order prohibiting the transaction. No termination fee was disclosed in the filings reviewed. The agreement is governed by Delaware law.
Norton Rose Fulbright is acting as legal counsel to DocGo for the transaction. TD Cowen is acting as exclusive financial advisor to Hicuity Health, and Stradling Yocca Carlson Rauth is acting as Hicuity Health's legal counsel, according to DocGo's press release.