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Item 1. Financial Statements

2025-11-10 compared with 2025-08-07 · 431 added, 326 removed, 1066 unchanged (42% of the section changed)

Financial Statements

Condensed Consolidated Balance Sheets as of June 3 0 , 2025 (Unaudited) and December 31, 2024

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Six Months Ended June 30, 2025 and 2024

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024

Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2025 and 2024

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended Sept ember 30, 2025 and 2024

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Notes to Unaudited Condensed Consolidated Financial Statements

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2025 December 31,

2 unchanged sentences

Cash and cash equivalents $ 73,355,638 $ 89,241,695

Accounts receivable, net of allowance for credit loss of $ 6,092,588 and $ 5,873,942 as of June 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowance for credit loss of $ 5,698,547 and $ 5,873,942 as of September 30, 2025 and December 31, 2024, respectively

107,015,563 210,899,926

Prepaid expenses and other current assets 9,654,324 4,344,642

Prepaid expenses 4,732,665 4,005,977

Other current assets 5,122,147 338,665

Total current assets 190,226,013 304,486,263

28 unchanged sentences

Common stock ($ 0.0001 par value;

500,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

97,757,075 and 101,910,883 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)

500,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

97,810,755 and 101,910,883 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)

Additional paid-in-capital 317,820,318 321,087,583

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Sales, advertising and marketing 380,172 379,778 1,080,091 1,109,072

Finite-lived intangible asset impairment 8,020,343 — 8,020,343 —

Goodwill impairment 8,718,398 — 8,718,398 —

Total expenses 112,785,944 128,547,417 320,714,303 459,560,146

2 unchanged sentences

Interest expense, net ( 219,861 ) ( 505,085 ) ( 1,089,807 ) ( 1,387,743 )

Change in fair value of contingent liability — ( 332,638 ) — ( 326,192 )

Loss on change in fair value of contingent consideration ( 1,052,394 ) ( 44,520 ) ( 1,052,394 ) ( 370,712 )

Loss on equity method investments ( 27,035 ) ( 82,742 ) ( 106,550 ) ( 229,923 )

Loss on remeasurement of operating and finance leases ( 6,607 ) ( 21,192 ) ( 47,444 ) ( 25,889 )

Gain (loss) on remeasurement of operating and finance leases 5,077 ( 6,163 ) ( 42,367 ) ( 32,052 )

(Loss) gain on disposal of fixed assets ( 10,453 ) ( 28,681 ) ( 43,668 ) 36,717

7 unchanged sentences

and Subsidiaries ( 27,768,386 ) 5,497,901 ( 48,328,947 ) 23,254,953

Other comprehensive income (loss)

Other comprehensive (loss) income

Unrealized gain on investments, net of tax 31,734 — 108,467 —

32 unchanged sentences

Net loss attributable to noncontrolling interests — — — — — ( 671,029 ) ( 671,029 )

Dividends paid to noncontrolling interest — — — — — ( 250,000 ) ( 250,000 )

Distributions paid to noncontrolling interest — — — — — ( 250,000 ) ( 250,000 )

Foreign currency translation — — — — 33,973 — 33,973

3 unchanged sentences

Balance - June 30, 2024 101,682,770 $ 10,168 $ 317,403,960 $ ( 3,637,258 ) $ 1,378,744 $ 2,830,990 $ 317,986,604

Common stock repurchased ( 356,113 ) ( 35 ) ( 1,296,152 ) — — — ( 1,296,187 )

Stock-based compensation 112,100 11 2,874,416 — — — 2,874,427

Shares withheld for taxes ( 36,112 ) ( 4 ) ( 107,975 ) — — — ( 107,979 )

CRMS true-up payment 578,350 58 1,814,287 — — — 1,814,345

Acquisition of Ambulnz CO — — 340,450 — — ( 2,188,450 ) ( 1,848,000 )

Net loss attributable to noncontrolling interests — — — — — ( 952,348 ) ( 952,348 )

Foreign currency translation — — — — 934,774 — 934,774

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — 5,497,901 — — 5,497,901

Balance - September 30, 2024 101,980,995 $ 10,198 $ 321,028,986 $ 1,860,643 $ 2,313,518 $ ( 309,808 ) $ 324,903,537

Common Stock Additional

24 unchanged sentences

Balance - June 30, 2025 97,757,075 $ 9,776 $ 316,509,060 $ ( 21,962,728 ) $ 2,721,602 $ ( 9,546,978 ) $ 287,730,732

Common stock repurchased — — — — — — —

Stock-based compensation 94,827 9 3,115,003 — — — 3,115,012

Shares withheld for taxes ( 41,147 ) ( 4 ) ( 62,543 ) — — — ( 62,547 )

Partial acquisition of CRMS — — ( 1,741,202 ) — — 1,741,202 —

Distributions paid to noncontrolling interests — — — — — ( 175,831 ) ( 175,831 )

Net loss attributable to noncontrolling interests — — — — — ( 1,888,976 ) ( 1,888,976 )

Other comprehensive income — — — — ( 288,117 ) — ( 288,117 )

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 27,768,386 ) — — ( 27,768,386 )

Balance - September 30, 2025 97,810,755 $ 9,781 $ 317,820,318 $ ( 49,731,114 ) $ 2,433,485 $ ( 9,870,583 ) $ 260,661,887

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

11 unchanged sentences

Loss on remeasurement of operating and finance leases 42,367 32,052

Change in fair value of contingent consideration — 326,192

Finite-lived intangible asset impairment 8,020,343 —

Goodwill impairment 8,718,398 —

Loss on change in fair value of contingent consideration 1,052,394 370,712

Changes in operating assets and liabilities:

12 unchanged sentences

Purchase of equity method investments ( 4,784 ) ( 310,450 )

Proceeds from sale of restricted investments 2,329,246 —

Proceeds from sale and maturity of restricted investments 7,487,919 —

Proceeds from disposal of property and equipment 198,167 178,535

3 unchanged sentences

Repayments of revolving credit line ( 30,000,000 ) ( 40,000,000 )

Proceeds from notes payable 258,700 —

Repayments of notes payable ( 27,161 ) ( 22,007 )

Due to seller ( 857,862 ) ( 3,008,976 )

Acquisition of noncontrolling interest — ( 1,848,000 )

Earnout payments on contingent liabilities ( 1,952,672 ) ( 1,600,029 )

Dividends paid to noncontrolling interest — ( 250,000 )

Distributions paid to noncontrolling interest ( 175,831 ) ( 250,000 )

Proceeds from exercise of stock options — 684

4 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 314,141 510,439

Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents 1,217,265 13,605,408

Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ( 29,730,135 ) 36,360,512

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 107,337,307 72,217,986

3 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

Supplemental disclosure of cash and non-cash transactions:

6 unchanged sentences

Property and equipment in accounts payable $ 17,726 $ 53,139

CRMS true-up payment through issuance of stock $ — $ 1,814,345

Pre-acquisition receivables written off through due to seller $ — $ 4,675,758

44 unchanged sentences

Noncontrolling interests (“NCI”) on the unaudited Condensed Consolidated Financial Statements represent a portion of consolidated joint ventures and variable interest entities (“VIEs”) in which the Company does not have direct equity ownership.

Certain amounts in the prior period’s unaudited Condensed Consolidated Statements of Cash Flows have been reclassified to conform with current period presentation.

Certain amounts in the prior period’s unaudited Condensed Consolidated Statements of Cash Flows and unaudited Condensed Consolidated Balance Sheets have been reclassified to conform with current period presentation.

In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities with which it has a financial relationship and, if so, whether or not those entities are VIEs.

10 unchanged sentences

The Company has therefore determined that it is the primary economic beneficiary of the PCs and appropriately consolidates them as VIEs.

Net loss for the Company’s VIEs was $ 2,392,937 and $ 81,978 for the three months ended June 30, 2025 and 2024, respectively, and $ 4,104,448 and $ 357,883 for the six months ended June 30, 2025 and 2024, respectively.

Total assets, exclusive of intercompany assets, amounted to $ 6,759,053 and $ 3,122,209 as of June 30, 2025 and December 31, 2024, respectively.

Total liabilities, exclusive of intercompany liabilities, were $ 11,543,036 and $ 3,801,744 as of June 30, 2025 and December 31, 2024, respectively.

The Company’s VIEs’ total stockholders’ deficit was $ 4,783,983 and $ 679,535 as of June 30, 2025 and December 31, 2024, respectively.

Net loss for the Company’s VIEs was $ 2,111,569 and $ 67,785 for the three months ended September 30, 2025 and 2024, respectively, and $ 6,216,018 and $ 425,668 for the nine months ended September 30, 2025 and 2024, respectively.

Total assets, exclusive of intercompany assets, amounted to $ 6,985,326 and $ 3,122,209 as of September 30, 2025 and December 31, 2024, respectively.

Total liabilities, exclusive of intercompany liabilities, were $ 13,880,879 and $ 3,801,744 as of September 30, 2025 and December 31, 2024, respectively.

The Company’s VIEs’ total stockholders’ deficit was $ 6,895,553 and $ 679,535 as of September 30, 2025 and December 31, 2024, respectively.

Foreign Currency

3 unchanged sentences

The unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income are translated at the weighted average rate of exchange during the applicable period.

The resulting unrealized cumulative translation adjustment for the three months ended June 30, 2025 and 2024 were $ 927,462 and $ 33,973 , respectively, and $ 1,423,000 and $( 106,161 ) for the six months ended June 30, 2025 and 2024, respectively.

The resulting unrealized cumulative translation adjustment for the three months ended September 30, 2025 and 2024 were $( 319,851 ) and $ 934,774 , respectively, and $ 1,103,149 and $ 828,613 for the nine months ended September 30, 2025 and 2024, respectively.

and Subsidiaries

16 unchanged sentences

The Company’s financial instruments that are exposed to concentrations of credit risks primarily consist of cash, cash equivalents, restricted cash, restricted cash equivalents, restricted investments, and accounts receivable.

The Company attempts to minimize concentration of credit risk by maintaining its cash, cash equivalents, and restricted cash with institutions of sound financial quality.

The Company attempts to minimize concentration of credit risk by maintaining its cash and restricted cash with institutions of sound financial quality.

At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”).

The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held.

Most of the Company’s restricted cash equivalents and restricted investments are invested in U.S.

Most of the Company’s cash equivalents, restricted cash equivalents, and restricted investments are invested in U.S.

treasury securities and corporate bonds, all of which have credit ratings of “A” or above.

Major Customers

The Company had one customer that accounted for approximately 34 % of revenues for the three months ended June 30, 2025, and two customers that accounted for approximately 37 % and 31 %, respectively, of revenues for the three months ended June 30, 2024.

The Company had one customer that accounted for approximately 42 % of revenues for the six months ended June 30, 2025, and two customers that each accounted for approximately 35 % of revenues for the six months ended June 30, 2024.

As of June 30, 2025, the Company had two customers that accounted for approximately 28 % and 25 %, respectively, of net accounts receivable.

The Company had two customers that accounted for approximately 19 % and 11 %, respectively, of revenues for the three months ended September 30, 2025, and two customers that accounted for approximately 41 % and 21 %, respectively, of revenues for the three months ended September 30, 2024.

The Company had one customer that accounted for approximately 37 % of revenues for the nine months ended September 30, 2025, and two customers that accounted for approximately 36 % and 31 %, respectively, of revenues for the nine months ended September 30, 2024.

As of September 30, 2025, the Company had two customers that accounted for approximately 21 % and 19 %, respectively, of net accounts receivable.

As of December 31, 2024, the Company had two customers that accounted for approximately 39 % and 37 %, respectively, of net accounts receivable.

The Company had one vendor that accounted for approximately 13 % and 18 % of total cost for the three months ended June 30, 2025 and 2024, respectively.

The Company had one vendor that accounted for approximately 11 % and 19 % of total cost for the three months ended September 30, 2025 and 2024, respectively.

The Company expects to maintain this relationship with the vendor and believes the services provided by this vendor are available from alternative sources.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company had one vendor that accounted for approximately 16 % and 18 % of total cost for the six months ended June 30, 2025 and 2024, respectively.

The Company had one vendor that accounted for approximately 14 % and 18 % of total cost for the nine months ended September 30, 2025 and 2024, respectively.

The Company expects to maintain this relationship with the vendor and believes the services provided from this vendor are available from alternative sources.

7 unchanged sentences

are insured by the FDIC and are in excess of FDIC insured limits.

The Company had cash balances of approximate ly $ 2,012,230 and $ 4,020,221 with foreign financial institutions on June 30, 2025 and December 31, 2024, respectively.

The Company had cash balances of approximate ly $ 1,842,993 and $ 4,020,221 with foreign financial institutions on September 30, 2025 and December 31, 2024, respectively.

Restricted Cash and Cash Equivalents and Restricted Investments

10 unchanged sentences

These amounts are reflected in restricted cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.

Beginning in the three and six months ended June 30, 2025, the Company invests a portion of its restricted cash and cash equivalents held in the self-depleting trust into a restricted investment portfolio of marketable fixed income securities.

Beginning in April 2025, the Company invests a portion of its restricted cash and cash equivalents held in the self-depleting trust into a restricted investment portfolio of marketable fixed income securities.

In accordance with ASC 320, Investments - Debt Securities , the Company classifies its marketable fixed income securities, consisting of corporate bonds and U.S.

4 unchanged sentences

Realized gains and losses on the sale of available-for-sale securities, including other-than-temporary impairments, are determined using the specific identification method.

The following table presents the Company’s restricted cash equivalents and restricted investments as of September 30, 2025.

The Company did not invest in similar investments during 2024.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Company’s restricted cash equivalents and restricted investments as of June 30, 2025.

The Company did not invest in similar investments during 2024.

June 30, 2025

September 30, 2025

Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value

5 unchanged sentences

Included in restricted investments $ 17,437,297 $ 137,293 $ ( 17 ) $ 17,574,573

The following table summarizes the contractual maturities of the Company’s restricted cash equivalents and restricted investments as of June 30, 2025:

The following table summarizes the contractual maturities of the Company’s restricted cash equivalents and restricted investments as of September 30, 2025:

Amortized Cost Fair Value

3 unchanged sentences

Total $ 21,688,807 $ 21,826,107

Proceeds from the sales and maturities of the fixed income marketable securities were $ 9,323,535 for both the three and six months ended June 30, 2025.

The Company included in other income (expense) in the unaudited Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income, a net realized gain of $ 435 for the three and six months ended June 30, 2025.

There were no significant credit losses recognized during the three and six months ended June 30, 2025.

Proceeds from the sales and maturities of the fixed income marketable securities were $ 10,783,390 and $ 20,106,925 for the three and nine months ended September 30, 2025, respectively.

The Company included in other income (expense) in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, a net realized gain of $ 8,096 and $ 8,531 for the three and nine months ended September 30, 2025, respectively.

There were no significant credit losses recognized during the three and nine months ended September 30, 2025.

Fair Value of Financial Instruments

6 unchanged sentences

Unobservable inputs that are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2025 and December 31, 2024.

For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable, accrued expenses, and due to seller, the carrying amounts approximate their fair values as they are short term in nature.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025 and December 31, 2024.

For certain financial instruments, including cash, accounts receivable, prepaid expenses, other current assets, restricted cash, accounts payable, accrued expenses, and due to seller, the carrying amounts approximate their fair values as they are short term in nature.

The notes payable are presented at their carrying value, which, based on borrowing rates currently available to the Company for loans with similar terms, approximates their fair values.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

payable are presented at their carrying value, which, based on borrowing rates currently available to the Company for loans with similar terms, approximates their fair values.

The Company’s restricted cash equivalents and restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf.

The Company’s cash equivalents, restricted cash equivalents and restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf.

This fair value determination is categorized as Level 1 within the fair value hierarchy.

4 unchanged sentences

Fort Atkinson, LLC (“Ryan Brothers”), the Company recorded $ 4,000,000 in contingent consideration to be paid based on the completion of certain performance obligations over a 24-month period.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a change in fair value of contingent consideration in the amount of $ 45,319 and $ 52,603 for the three and six months ended June 30, 2024, respectively.

The Company did not record a change in fair value of contingent consideration for the three and nine months ended September 30, 2025, but recorded a loss on the change in fair value of contingent consideration in the amount of $ 33,453 and $ 86,056 for the three and nine months ended September 30, 2024, respectively.

During the year ended December 31, 2024, the Company paid the remaining contingent liability in the amount of $ 2,008,524 .

There was no estimated contingent consideration amount payable for Ryan Brothers as of June 30, 2025 and December 31, 2024 (see Note 4).

There was no estimated contingent consideration amount payable for Ryan Brothers as of September 30, 2025 and December 31, 2024 (see Note 4).

In connection with the acquisition of Exceptional Medical Transportation, LLC (“Exceptional”), the Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a change in fair value of contingent consideration in the amount of $( 11,100 ) and $( 24,830 ) for the three and six months ended June 30, 2024, respectively.

The Company did not record a change in fair value of contingent consideration for the three and nine months ended September 30, 2025, but recorded a loss (gain) on the change in fair value of contingent consideration in the amount of $ 11,067 and $( 13,763 ) for the three and nine months ended September 30, 2024, respectively.

On February 4, 2025, the Company made a payment for the final installment due on the contingent liability in the amount of $ 265,538 .

There was no remaining contingent liability balance for Exceptional as of June 30, 2025 and a contingent liability balance of $ 265,538 as of December 31, 2024 (see Note 4).

There was no remaining contingent liability balance for Exceptional as of September 30, 2025 and a contingent liability balance of $ 265,538 as of December 31, 2024 (see Note 4).

In connection with the acquisition of Location Medical Services, LLC (“LMS”), the Company recorded $ 2,475,540 in contingent consideration to be paid upon LMS meeting certain performance conditions in 2023.

The Company did no t record a change in fair value of contingent consideration for the three and six months ended June 30, 2025 and 2024.

The Company did not record any foreign exchange movem ents for the three months ended June 30, 2025 and 2024, respectively, and no foreign exchange movements for the six months ended June 30, 2025, but recorded $( 4,798 ) for the six months ended June 30, 2024 .

There was no remaining contingent liability balance as of June 30, 2025 and December 31, 2024 (see Note 4).

The Company did no t record a change in fair value of contingent consideration for the three and nine months ended September 30, 2025 and 2024.

The Company did not record any foreign exchange movements for the three months ended September 30, 2025 and 2024, and no foreign exchange movements for the nine months ended September 30, 2025, but recorded $( 4,798 ) for the nine months ended September 30, 2024.

There was no remaining contingent liability balance as of September 30, 2025 and December 31, 2024 (see Note 4).

In connection with the acquisition of Cardiac RMS, LLC (“CRMS”), the Company recorded $ 15,822,190 in contingent consideration, consisting of an estimated true-up payment of $ 2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBIDTA targets (the “True-Up Payment”) and estimated earn out payments amounting to $ 13,733,947 .

The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a $ 298,419 change in fair value of contingent consideration for the three and six months ended June 30, 2024.

The Company recorded a total loss on the change in fair value of contingent consideration in the amount of $ 1,052,394 for the three and nine months ended September 30, 2025.

The Company did no t record a change in fair value of contingent consideration for the three months ended September 30, 2024, but recorded a loss on the change in fair value of contingent consideration in the amount of $ 298,419 for the nine months ended September 30, 2024.

On May 29, 2024, the Company made a portion of the True-up Payment in the amount of $ 1,000,000 .

On July 19, 2024, the Company issued $ 1,814,345 in common stock, par value $ 0.0001 (“Common Stock”), or 578,350 shares, constituting the remainder of the True-up Payment.

The estimated contingent consideration amount payable for CRMS was $ 4,707,614 as of June 30, 2025 and December 31, 2024 (see Note 4).

In connection with the acquisition of Professional Technicians, LLC (“PTI”), the Company recorded $ 240,000 in contingent consideration to be paid upon meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026.

The Company did not record a change in the fair value of contingent consideration for

On September 3, 2025, the Company made the first earn out payment (“CRMS Earn Out Payment”) in the amount of $ 1,687,134 for an additional 16.3 % of equity in CRMS.

The settlement amount exceeded the estimated contingent consideration for the CRMS Earn Out Payment by $ 196,488 , which was included as a loss within loss on change in fair value of contingent consideration in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The estimated contingent consideration amount payable for CRMS was $ 4,072,874 and $ 4,707,614 as of September 30, 2025 and December 31, 2024, respectively (see Note 4).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the three and six months ended June 30, 2025.

The estimated contingent liability for PTI as of June 30, 2025 was $ 240,000 (see Note 4).

The Company did not record a change in the fair value of contingent consideration for the three and nine months ended September 30, 2025.

The estimated contingent liability for PTI as of September 30, 2025 was $ 240,000 (see Note 4).

Impairment of Goodwill

During the third quarter of fiscal 2025, the Company noted a sustained reduction of revenue and forecasts in connection with its Mobile Health Services operating segment, which represented a triggering event that required a goodwill impairment assessment.

The Company concluded that one reporting unit within the Mobile Health Services operating segment, Rapid Temps, LLC (“Rapid Temps”), had a fair value less than its carrying value due to its financial performance and downward revisions in projected financial outlook.

As a result of the quantitative assessment, the Company recognized a non-cash goodwill impairment charge of $ 8,718,398 for the three and nine months ended September 30, 2025 in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 5).

The Company estimated the fair value of the Rapid Temps reporting unit by utilizing a discounted cash flow model based on the present value of estimated future cash flows, discounted at an appropriate rate.

This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, forecasted revenue and EBITDA, appropriate discount rates, and perpetual growth rates.

Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy.

Impairment of Finite-Lived Intangible Assets

The Company evaluated its intangible assets as of December 31, 2024 and determined there was an impairment in relation to its customer relationships in CRMS.

The impairment is a result of reduced growth expectations and decreases in the estimated future cash flows of the asset group which represented a triggering event that required an evaluation of the underlying finite-lived intangible assets for impairment.

The Company used a discounted cash flow analysis to fair value the customer relationships.

In connection with the evaluation of the goodwill impairment in the Mobile Health Services operating segment during the third quarter of fiscal 2025 due to the sustained reduction in revenue and forecasts for the business, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test.

The asset groups identified for impairment testing consisted of customer relationships in Rapid Temps and trade credits, both of which are finite-lived intangible assets within the Mobile Health Services operating segment.

The Company first performed a recoverability test for each asset group by comparing the projected undiscounted cash flows from the use of each asset group to its respective carrying value.

The undiscounted cash flows were not sufficient to recover the carrying value of each asset group, and therefore, the Company then compared the carrying value of each finite-lived intangible asset group to its respective fair value to measure the impairment loss.

As a result of the quantitative assessment, the Company recognized a total non-cash finite-lived intangible asset impairment charge of $ 8,020,343 for the three and nine months ended September 30, 2025 in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 6).

The Company also evaluated its intangible assets as of December 31, 2024 and determined there was an impairment in relation to its customer relationships in CRMS, which is in the Mobile Health Services operating segment.

The impairment was a result of reduced growth expectations and decreases in the estimated future cash flows of the asset group which represented a triggering event that required an evaluation of the underlying finite-lived intangible assets for impairment.

As a result of this assessment, the Company recognized a non-cash impairment charge of $ 8,306,591 in the year ended December 31, 2024 in the Consolidated Statements of Operations and Comprehensive Income.

The charge has no impact on cash flow, liquidity or compliance with debt covenants (see Note 6).

The Company used a discounted cash flow model to estimate the fair value of its finite-lived intangible assets.

This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, future cash flows of the asset group, an appropriate discount rate, and long-term growth rates.

This fair value determination is categorized as Level 3 within the fair value hierarchy.

As a result of this impairment, the Company recognized a non-cash impairment charge of $ 8,306,591 in the year ended December 31, 2024 in the Consolidated Statements of Operations and Comprehensive Income.

The charge was recorded as part of other income (expense) in the Company’s Consolidated Statements of Operations and Comprehensive Income and has no impact on its cash flow, liquidity or compliance with debt covenants (see Note 6).

Fair value of the finite-lived intangible asset is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy.

Equity Investment Without Readily Determinable Fair Value

The Company has invested in equity securities without readily determinable fair values and has elected to measure them using the measurement alternative in accordance with ASC 321, Investments — Equity Securities (“ASC 321”).

This investment is carried at cost less any impairment and adjusted to fair value if there are observable price changes for an identical or similar investment of the same issuer (see Note 7).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

investment is carried at cost less any impairment and adjusted to fair value if there are observable price changes for an identical or similar investment of the same issuer (see Note 7).

Accounts Receivable

14 unchanged sentences

In determining the amount of the allowance for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which inform adjustments to historical loss patterns.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of January 1, 2025, the Company held a beginning balance in its allowance for credit losses on accounts receivable of $ 5,873,942 .

The Company recognized an additional provision for credit losses and write offs of $ 1,238,462 and $( 928,106 ), respectively, for the three months ended June 30, 2025, and $ 2,504,678 and $( 2,286,032 ), respectively, for the six months ended June 30, 2025.

The Company’s balance in its allowance for credit losses amounted to $ 6,092,588 as of June 30, 2025.

The Company recognized an additional provision for credit losses and write offs of $ 1,255,945 and $( 1,649,986 ), respectively, for the three months ended September 30, 2025, and $ 3,760,623 and $( 3,936,018 ), respectively, for the nine months ended September 30, 2025.

The Company’s balance in its allowance for credit losses amounted to $ 5,698,547 as of September 30, 2025.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization.

When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the unaudited Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income.

The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets.

Property and equipment are stated at cost, net of accumulated depreciation.

When an item is sold or retired, the costs and related accumulated depreciation are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company provides for depreciation using the straight-line method over the estimated useful lives of the respective assets.

A summary of estimated useful lives is as follows:

3 unchanged sentences

Vehicles 5 - 8 years

Medical equipment 5 years

Medical and other plant equipment 5 years

Leasehold improvements Shorter of useful life of asset or lease term

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Expenditures for repairs and maintenance are charged to expense as incurred.

16 unchanged sentences

The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques.

13 unchanged sentences

(iii) current, historical or projected deterioration of the Company’s financial performance;

or (iv) a sustained decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net book value.

or (iv) a sustained

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net carrying value.

Line of Credit

4 unchanged sentences

Related party transactions are recorded within operating expenses in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

For details regarding the related party transactions that occurred during the three and six months ended June 30, 2025 and 2024, refer to Note 16.

For details regarding the related party transactions that occurred during the three and nine months ended September 30, 2025 and 2024, refer to Note 16.

Revenue Recognition

9 unchanged sentences

Since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations immediately.

The Company has utilized the “right to invoice” expedient, which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer.

The Company has utilized the “right to invoice” expedient, which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer.

The transaction price associated with the Company’s contracts with customers is generally determined based on fixed and determinable amounts of consideration as specified in a contract, which includes a fixed base rate and/or fixed mileage rate.

11 unchanged sentences

This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include a variety of healthcare services.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation Services :

17 unchanged sentences

For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the following table, revenues are disaggregated as follows:

Revenue Breakdown Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

The Company accounts for forfeitures as they occur.

7 unchanged sentences

In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the calculation of basic and diluted net (loss) income per share to stockholders of DocGo Inc.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

17 unchanged sentences

All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The recoverable value of the investment is determined based on the Company’s best estimate of the amount that could be realized from the investment, which considers the latest financial information.

During the three and six months ended June 30, 2025 and 2024, no impairment losses were recognized for equity investments without readily determinable fair values.

The recoverable value of the investment is determined based on the Company’s best estimate of the amount that could be realized from the investment, which

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

considers the latest financial information.

During the three and nine months ended September 30, 2025 and 2024, no impairment losses were recognized for equity investments without readily determinable fair values.

The Company categorizes a lease at its inception as either an operating or finance lease based on the criteria in ASC 842, Leases (“ASC 842”).

5 unchanged sentences

The Company’s lease arrangements may contain both lease and non-lease components.

The Company has elected to

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

combine and account for lease and non-lease components as a single lease component.

The Company has elected to combine and account for lease and non-lease components as a single lease component.

The Company has incorporated residual value obligations in leases for which there are such occurrences.

11 unchanged sentences

The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company notes that these tax laws do not have a material impact on its unaudited Condensed Consolidated Financial Statements or the effective income tax rate.

Recently Issued Accounting Standards Adopted

3 unchanged sentences

The Company adopted ASU 2023-07 in the fourth quarter of 2024.

Adoption of this standard modified the Company’s segment disclosures but did not have a material impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, or Consolidated Statements of Cash Flows.

Adoption of this standard modified the Company’s segment disclosures but did not have a material impact on the Company’s Consolidated Balance Sheets, Consolidated

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Statements of Operations and Comprehensive Income, or Consolidated Statements of Cash Flows.

Refer to Note 11 for the updated presentation.

20 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2025-03 on its disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends the existing standard to remove all references to prescriptive and sequential software development project stages.

Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant uncertainty associated with the development activities of the software.

This guidance is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis.

The Company is currently evaluating the impact of adopting ASU 2025-06 on its disclosures.

and Subsidiaries

1 unchanged sentence

Property and Equipment, Net

Property and equipment, net as of June 30, 2025 and December 31, 2024 are as follows:

Property and equipment, net as of September 30, 2025 and December 31, 2024 are as follows:

September 30,

2025 December 31,

Vehicles $ 17,341,245 $ 17,300,595

Medical equipment 9,923,242 9,210,203

Medical and other plant equipment 10,263,559 9,210,203

Office equipment and furniture 4,663,951 4,293,100

5 unchanged sentences

Property and equipment, net $ 14,298,994 $ 14,881,411

During the six months ended June 30, 2025, the Company disposed of assets with a cost of $ 1,194,489 and accumulated depreciation of $ 983,945 for proceeds of $ 177,329 .

The Company recorded a loss on disposal of assets of $ 33,215 for the six months ended June 30, 2025.

The Company recorded depreciation expense of $ 1,211,772 and $ 1,476,657 for the three months ended June 30, 2025 and 2024, respectively.

The Company recorded depreciation expense of $ 2,432,577 and $ 2,907,965 for the six months ended June 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, the Company disposed of assets with a cost of $ 1,306,454 and accumulated depreciation of $ 1,064,619 for proceeds of $ 198,167 .

The Company recorded a loss on disposal of assets of $ 43,668 for the nine months ended September 30, 2025.

The Company recorded depreciation expense of $ 1,249,968 and $ 1,374,975 for the three months ended September 30, 2025 and 2024, respectively.

The Company recorded depreciation expense of $ 3,682,545 and $ 4,282,940 for the nine months ended September 30, 2025 and 2024, respectively.

Exceptional Medical Transportation, LLC

1 unchanged sentence

The Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.

During the six months ended June 30, 2025, the Company recorded $ 20,765 additional pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

As of June 30, 2025 and December 31, 2024, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 49,421 and $ 28,656 , respectively.

The Company did not record a change in fair value of contingent consideration for the three and six ended June 30, 2025 but recorded a change in fair value of contingent consideration in the amount of $( 11,100 ) and $( 24,830 ) for the three and six months ended June 30, 2024, respectively.

During the six months ended June 30, 2025, the Company made a payment for the second installment due on the contingent liability in the amount of $ 265,538 .

There was no contingent consideration amount payable for Exceptional as of June 30, 2025 and a contingent consideration amount payable of $ 265,538 as of December 31, 2024.

During the nine months ended September 30, 2025, the Company recorded $ 22,975 additional pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

As of September 30, 2025 and December 31, 2024, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 51,631 and $ 28,656 , respectively.

The Company did not record a change in fair value of contingent consideration for the three and nine ended September 30, 2025 but recorded a loss (gain) on the change in fair value of contingent consideration in the amount of $ 11,067 and $( 13,763 ) for the three and nine months ended September 30, 2024, respectively.

During the nine months ended September 30, 2025, the Company made a payment for the second installment due on the contingent liability in the amount of $ 265,538 .

There was no contingent consideration amount payable for Exceptional as of September 30, 2025 and a contingent consideration amount payable of $ 265,538 as of December 31, 2024.

Fort Atkinson, LLC

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2024, the Company paid $ 3,863 of pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

There was no remaining due to seller balance as of June 30, 2025 and December 31, 2024.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025 but recorded a change in fair value of contingent consideration in the amount of $ 45,319 and $ 52,603 for the three and six months ended June 30, 2024, respectively.

There was no estimated contingent consideration amount payable for Ryan Brothers as of June 30, 2025 and December 31, 2024.

The Company did not record a change in fair value of contingent consideration for the three and nine months ended September 30, 2025 but recorded a loss on the change in fair value of contingent consideration in the amount of $ 33,453 and $ 86,056 for the three and nine months ended September 30, 2024, respectively.

There was no estimated contingent consideration amount payable for Ryan Brothers as of September 30, 2025 and December 31, 2024.

Location Medical Services, LLC

3 unchanged sentences

The Company also agreed to pay LMS an additional $ 11,279,201 in deferred consideration and an estimated $ 2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023.

The Company did no t record a change in fair value of contingent consideration for the three and six months ended June 30, 2025 and 2024.

The Company also did not record any foreign exchange movements for the three months ended June 30, 2025 and 2024, and no foreign exchange movements for the six months ended June 30, 2025, but recorded a foreign exchange movement in the amount of $( 4,798 ) for the six months ended June 30, 2024.

The Company did not record a change in fair value of contingent consideration for the three and nine months ended September 30, 2025 and 2024.

The Company also did not record any foreign exchange movements for the three months ended September 30, 2025 and 2024, and no foreign exchange movements for the nine months ended September 30, 2025, but recorded a foreign exchange movement in the amount of $( 4,798 ) for the nine months ended September 30, 2024.

On April 2, 2024, the Company paid the remaining contingent consideration balance in the amount of $ 600,029 .

There was no remaining contingent liability balance as of June 30, 2025 and December 31, 2024.

There was no remaining contingent liability balance as of September 30, 2025 and December 31, 2024.

Cardiac RMS, LLC

4 unchanged sentences

$ 5,000,000 of such further probable consideration is to be paid in cash and the remaining $ 10,822,190 is to be paid in shares of Common Stock.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a change in fair value of contingent consideration in the amount of $ 298,419 for the three and six months ended June 30, 2024.

The estimated contingent consideration amount payable for CRMS was $ 4,707,614 as of June 30, 2025 and December 31, 2024.

On September 3, 2025, the Company made the first earn out payment in the amount of $ 1,687,134 for an additional 16.3 % of equity in CRMS.

As the Company already controlled CRMS, and retained control over CRMS subsequent to the CRMS Earnout Payment, the Company accounted for the acquisition of equity interest in CRMS as an equity transaction that increased the carrying value of noncontrolling interest, and decreased the Company’s additional paid-in-capital within stockholders’ equity, by $ 1,741,202 .

The Company recorded a loss on the change in fair value of contingent consideration in the amount of $ 1,052,394 for the three and nine months ended September 30, 2025.

The estimated contingent consideration amount payable for CRMS was $ 4,072,874 and $ 4,707,614 as of September 30, 2025 and December 31, 2024, respectively.

Ambulnz CO, LLC

4 unchanged sentences

The Company also agreed to pay up to an additional $ 1,500,000 in contingent consideration upon PTI meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026.

During the six months ended June 30, 2025, the Company initially recorded estimated contingent consideration in the amount of $ 240,000 .

On the date of acquisition, the Company initially recorded estimated contingent consideration in the amount of $ 240,000 .

Additionally, the Company recorded pre-acquisition accounts receivable in the amount of $ 521,806 and other current assets in the amount of $ 388,641 through due to seller, the liability established during acquisition.

The Company did not record a change in the fair value of contingent consideration for the three and six months ended June 30, 2025.

The estimated contingent liability for PTI as of June 30, 2025 remained at $ 240,000 .

The Company did not record a change in the fair value of contingent consideration for the three and nine months ended

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2025, the Company paid the other current assets and pre-acquisition accounts receivable in the amount of $ 388,642 and $ 362,277 , respectively.

There was a due to seller balance of $ 159,528 for PTI as of June 30, 2025.

September 30, 2025.

The estimated contingent liability for PTI as of September 30, 2025 remained at $ 240,000 .

During the nine months ended September 30, 2025, the Company recorded $ 70,741 additional pre-acquisition other current assets through due to seller, and also paid pre-acquisition accounts receivables and other current assets in the amounts of $ 398,480 and $ 459,382 , respectively.

There was a due to seller balance of $ 123,326 for PTI as of September 30, 2025.

The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:

26 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded an aggregate of $ 1,915,010 in goodwill in connection with its acquisitions in the six months ended June 30, 2025.

The Company recorded an aggregate of $ 1,915,010 in goodwill in connection with its acquisitions in the nine months ended September 30, 2025.

The Company concluded that one reporting unit within its Mobile Health Services operating segment, Rapid Temps, had a fair value less than its carrying value due to its financial performance and downward revisions in projected financial outlook.

The charge has no impact on cash flow, liquidity, or compliance with debt covenants.

This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, forecasted revenue and EBITDA, appropriate discounted rates, and perpetual growth rates.

Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy.

Refer to Note 2 for the Company’s policy of testing goodwill for impairment.

The Company also updated the carrying value of the goodwill in its unaudited Condensed Consolidated Balance Sheets to reflect the foreign currency translation adjustment.

The carrying value of goodwill amounted to $ 49,954,435 as of June 30, 2025.

The changes in the carrying value of goodwill for the six months ended June 30, 2025 are as noted in the table below:

Carrying Value

The carrying value of goodwill amounted to $ 41,089,450 as of September 30, 2025.

The following table summarizes goodwill by applicable operating segments:

September 30, 2025 December 31, 2024

Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value

Mobile Health Services $ 17,310,035 $ ( 8,718,398 ) $ 8,591,637 $ 14,934,737 $ — $ 14,934,737

Transportation Services 23,855,623 — 23,855,623 23,855,623 — 23,855,623

Corporate 8,642,190 — 8,642,190 8,642,190 — 8,642,190

Total $ 49,807,848 $ ( 8,718,398 ) $ 41,089,450 $ 47,432,550 $ — $ 47,432,550

The changes in the carrying value of goodwill by applicable operating segments for the nine months ended September 30, 2025 are as noted in the table below:

Mobile Health Services Transportation Services Corporate Total

Balance as of December 31, 2024 $ 14,934,737 $ 23,855,623 $ 8,642,190 $ 47,432,550

Goodwill acquired during the period 1,915,010 — — 1,915,010

Impairment ( 8,718,398 ) — — ( 8,718,398 )

Foreign currency translation adjustment 460,288 — — 460,288

Balance as of June 30, 2025 $ 49,954,435

Intangible assets consisted of the following as of June 30, 2025 and December 31, 2024:

June 30, 2025

Balance as of September 30, 2025 $ 8,591,637 $ 23,855,623 $ 8,642,190 $ 41,089,450

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024:

September 30, 2025

Estimated Useful

16 unchanged sentences

$ 43,838,360 $ 4,484,559 $ ( 8,020,343 ) $ ( 22,363,386 ) $ 17,939,190

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

15 unchanged sentences

$ 50,152,524 $ 1,992,427 $ ( 8,306,591 ) $ ( 18,109,547 ) $ 25,728,813

The intangible assets include foreign currency translation adjustment in the amount of $ 73,152 for the six months ended June 30, 2025.

The intangible assets include a foreign currency translation adjustment in the amount of $ 53,850 for the nine months ended September 30, 2025.

Intangible asset balances are translated into U.S.

dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.

For the six months ended June 30, 2025, the Company did not record any disposal of intangible assets.

For the nine months ended September 30, 2025, the Company did not record any disposal of intangible assets.

During the year ended December 31, 2024, the Company disposed of intangible assets with a cost of $ 1,540 and accumulated amortization of $ 276 .

The Company evaluated its intangible assets as of December 31, 2024 and determined there was an impairment in relation to its customer relationships in CRMS.

The impairment is a result of reduced growth expectations and decreases in the estimated future cash flows of the asset group, which represented a triggering event that required an evaluation of the underlying finite-lived intangible assets for impairment.

The Company used a discounted cash flow analysis to fair value the customer relationships.

This calculation contains uncertainties as they require management to make assumptions including, but not limited to, future cash flows of the asset group, an appropriate discount rate and long-term growth rates.

This fair value determination is categorized as Level 3 within the fair value hierarchy.

The Company first performed a recoverability test for each asset group by comparing the projected undiscounted cash flows from the use of each asset group to its respective carrying value.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to its respective fair value to measure the impairment loss.

The charge has no impact on cash flow, liquidity, or compliance with debt covenants.

The impairment was a result of reduced growth expectations and decreases in the estimated future cash flows of the asset group, which represented a triggering event that required an evaluation of the underlying finite-lived intangible assets for impairment.

The Company recorded amortization expense of $ 1,452,299 and $ 1,583,871 for the three months ended June 30, 2025 and 2024, respectively.

The Company recorded amortization expense of $ 2,751,441 and $ 3,278,854 for the six months ended June 30, 2025 and 2024, respectively.

Future amortization expense at June 30, 2025 for the next five years and in the aggregate are as follows:

The charge has no impact on its cash flow, liquidity or compliance with debt covenants.

The Company used a discounted cash flow model to estimate the fair value of its finite-lived intangible assets.

Fair value of the finite-lived intangible asset is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy.

Refer to Note 2 for the Company’s policy of testing long-lived assets for impairment.

The Company recorded amortization expense of $ 1,448,548 and $ 1,605,483 for the three months ended September 30, 2025 and 2024, respectively.

The Company recorded amortization expense of $ 4,199,989 and $ 4,884,337 for the nine months ended September 30, 2025 and 2024, respectively.

Future amortization expense at September 30, 2025 for the next five years and in the aggregate are as follows:

2025, remaining $ 473,986

7 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s ownership interest and carrying amounts of investments as of June 30, 2025 and December 31, 2024 consist of the following:

The Company’s ownership interest and carrying amounts of investments as of September 30, 2025 and December 31, 2024 consist of the following:

September 30,

2025 December 31,

7 unchanged sentences

These investments are measured at cost, less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.

During the three and six months ended June 30, 2025, no impairment losses or upward adjustments were recognized for the equity investments without readily determinable fair value.

As of June 30, 2025, the Company’s investments in equity securities without readily determinable fair values totaled $ 5,000,000 , and are included in investments on the unaudited Condensed Consolidated Balance Sheets.

During the three and nine months ended September 30, 2025, no impairment losses or upward adjustments were recognized for the equity investments without readily determinable fair value.

As of September 30, 2025, the Company’s investments in equity securities without readily determinable fair values totaled $ 5,000,000 , and are included in investments on the unaudited Condensed Consolidated Balance Sheets.

Equity Method Investments

2 unchanged sentences

Subsequently, the Company made additional investments amounting to $ 310,450 and $ 298,932 in 2024 and 2023, respectively.

No additional investments were made during the six months ended June 30, 2025.

The Company also made an additional investment amount of $ 4,784 during the nine months ended September 30, 2025.

The Company’s carrying value in RND, an equity method investee, is reflected in investments on the unaudited Condensed Consolidated Balance Sheets.

2 unchanged sentences

Effective December 21, 2021, three members withdrew from NPA, resulting in the remaining two members obtaining the remaining ownership percentage.

As of June 30, 2025 and December 31, 2024, the Company owned 50 % of NPA.

As of September 30, 2025 and December 31, 2024, the Company owned 50 % of NPA.

The Company’s carrying value in NPA, an equity method investee, is reflected in investments on the accompanying unaudited Condensed Consolidated Balance Sheets.

1 unchanged sentence

Accrued Liabilities

Accrued liabilities consisted of the following as of June 30, 2025 and December 31, 2024:

Accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:

September 30,

2025 December 31,

8 unchanged sentences

Line of Credit

On November 1, 2022, the Company entered into a credit agreement with two banks, with one bank in the capacity as a lender and the administrative agent (collectively with the other lender, the “Lenders”).

The credit agreement provided for a revolving credit facility in the initial aggregate principal amount of $ 90,000,000 .

The revolving facility included the ability for the Company to request an increase to the commitment by an additional amount of up to $ 50,000,000 , though no Lender (nor the Lenders collectively) was obligated to increase its respective commitments.

Borrowings under the revolving facility bore interest at a per annum rate equal to:

On November 1, 2022, the Company entered into a credit agreement (as amended, the “Prior Credit Agreement”) with two banks, with one bank in the capacity as a lender and the administrative agent (collectively with the other lender, the “Lenders”).

The Prior Credit Agreement provided for a revolving credit facility in the initial aggregate principal amount of $ 90,000,000 (the “Prior Revolving Facility”).

The Prior Revolving Facility included the ability for the Company to request an increase to the commitment by an additional amount of up to $ 50,000,000 , though no Lender (nor the Lenders collectively) was obligated to increase its respective commitments.

Borrowings under the Prior Revolving Facility bore interest at a per annum rate equal to:

(i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin.

1 unchanged sentence

The initial applicable margins were 1.25 % for an adjusted term SOFR loan and 0.25 % for a base rate loan and were updated based on the Company’s consolidated net leverage ratio.

The revolving facility was due to mature on November 1, 2027, the five-year anniversary of the closing date.

The revolving facility was secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets.

The revolving facility was subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the credit agreement.

As of December 31, 2024, there was a $ 30,000,000 outstanding balance on the revolving facility.

As of June 30, 2025, the outstanding balance of the revolving facility remained at $ 30,000,000 and the unused portion of the revolving facility was $ 60,000,000 .

The Company incurred $ 441,282 and $ 588,588 in interest charges relating to its revolving facility for the three months ended June 30, 2025 and 2024, respectively, and $ 852,799 and $ 1,037,687 for the six months ended June 30, 2025 and 2024, respectively, which is reflected in interest expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

What changed 10-Q

Item 1. Financial Statements