Item 1. Financial Statements
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024
2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2025 and 2024
3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended Sept ember 30, 2025 and 2024
4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
6
Notes to Unaudited Condensed Consolidated Financial Statements
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
2025 December 31,
2024
Unaudited Audited
ASSETS
Current assets:
Cash and cash equivalents $ 73,355,638 $ 89,241,695
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 4,732,665 4,005,977
Other current assets 5,122,147 338,665
Total current assets 190,226,013 304,486,263
Property and equipment, net 14,298,994 14,881,411
Intangibles, net 17,939,190 25,728,813
Goodwill 41,089,450 47,432,550
Restricted cash and cash equivalents 4,251,534 18,095,612
Restricted investments 17,574,573 —
Operating lease right-of-use assets 12,087,775 11,958,698
Finance lease right-of-use assets 17,066,242 15,337,299
Investments 5,446,213 5,547,979
Deferred tax assets 30,709,856 8,422,034
Other assets 3,093,039 3,730,473
Total assets $ 353,782,879 $ 455,621,132
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 8,052,772 $ 28,356,430
Accrued liabilities 50,937,332 49,896,796
Line of credit — 30,000,000
Notes payable, current 54,159 12,515
Due to seller 354,037 28,656
Contingent consideration 4,312,874 4,973,152
Operating lease liability, current 4,597,694 3,844,561
Finance lease liability, current 5,275,265 4,694,467
Total current liabilities 73,584,133 121,806,577
Notes payable, non-current 195,728 5,215
Operating lease liability, non-current 8,257,467 8,599,072
Finance lease liability, non-current 11,083,664 10,031,138
Total liabilities 93,120,992 140,442,002
Commitments and contingencies
Stockholders’ equity:
Common stock ($ 0.0001 par value; 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)
9,781 10,191
Additional paid-in-capital 317,820,318 321,087,583
Accumulated deficit ( 49,731,114 ) ( 1,402,167 )
Accumulated other comprehensive income 2,433,485 1,221,869
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries 270,532,470 320,917,476
Noncontrolling interests ( 9,870,583 ) ( 5,738,346 )
Total stockholders’ equity 260,661,887 315,179,130
Total liabilities and stockholders’ equity $ 353,782,879 $ 455,621,132
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Revenues, net $ 70,809,635 $ 138,684,814 $ 247,260,312 $ 495,722,059
Expenses:
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 52,683,525 88,764,282 172,867,109 322,645,933
Operating expenses:
General and administrative 30,091,786 28,784,850 94,234,799 103,716,978
Depreciation and amortization 3,971,232 4,177,534 11,713,631 12,561,973
Legal and regulatory 5,727,008 3,295,139 14,289,805 11,622,438
Technology and development 3,193,480 3,145,834 9,790,127 7,903,752
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
(Loss) income from operations ( 41,976,309 ) 10,137,397 ( 73,453,991 ) 36,161,913
Other expense:
Interest expense, net ( 219,861 ) ( 505,085 ) ( 1,089,807 ) ( 1,387,743 )
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 )
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
Other income (expense) 112,184 ( 435,825 ) ( 99,639 ) 146,058
Total other expense ( 1,192,482 ) ( 1,103,016 ) ( 2,434,425 ) ( 1,837,655 )
Net (loss) income before income tax benefit (expense) ( 43,168,791 ) 9,034,381 ( 75,888,416 ) 34,324,258
Benefit from (provision for) income taxes 13,511,429 ( 4,488,828 ) 21,861,861 ( 13,316,752 )
Net (loss) income ( 29,657,362 ) 4,545,553 ( 54,026,555 ) 21,007,506
Net loss attributable to noncontrolling interests ( 1,888,976 ) ( 952,348 ) ( 5,697,608 ) ( 2,247,447 )
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries ( 27,768,386 ) 5,497,901 ( 48,328,947 ) 23,254,953
Other comprehensive (loss) income
Unrealized gain on investments, net of tax 31,734 — 108,467 —
Foreign currency translation adjustment ( 319,851 ) 934,774 1,103,149 828,613
Total comprehensive (loss) income $ ( 28,056,503 ) $ 6,432,675 $ ( 47,117,331 ) $ 24,083,566
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Basic $ ( 0.28 ) $ 0.05 $ ( 0.49 ) $ 0.23
Weighted-average shares outstanding - Basic 97,808,976 102,067,579 99,431,280 102,573,664
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Diluted $ ( 0.28 ) $ 0.05 $ ( 0.49 ) $ 0.22
Weighted-average shares outstanding - Diluted 97,808,976 106,290,929 99,431,280 106,797,014
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Common Stock Additional
Paid-in-
Capital Accumulated Deficit Accumulated
Other
Comprehensive
Income Noncontrolling
Interests Total
Stockholders’
Equity
Shares Amount
Balance - December 31, 2023 104,055,168 $ 10,406 $ 320,693,866 $ ( 21,394,310 ) $ 1,484,905 $ 4,376,089 $ 305,170,956
Common stock repurchased ( 1,255,614 ) ( 126 ) ( 4,877,433 ) — — — ( 4,877,559 )
Stock-based compensation 165,688 17 4,340,388 — — — 4,340,405
Shares withheld for taxes ( 3,747 ) — ( 20,946 ) — — — ( 20,946 )
Net loss attributable to noncontrolling interests — — — — — ( 624,070 ) ( 624,070 )
Foreign currency translation — — — — ( 140,134 ) — ( 140,134 )
Net income attributable to stockholders of DocGo Inc. and Subsidiaries
— — — 11,227,449 — — 11,227,449
Balance - March 31, 2024 102,961,495 $ 10,297 $ 320,135,875 $ ( 10,166,861 ) $ 1,344,771 $ 3,752,019 $ 315,076,101
Common stock repurchased ( 1,395,957 ) ( 140 ) ( 4,904,312 ) — — — ( 4,904,452 )
Stock-based compensation 181,136 18 2,417,092 — — — 2,417,110
Shares withheld for taxes ( 64,334 ) ( 7 ) ( 245,379 ) — — — ( 245,386 )
Exercise of stock options 430 — 684 — — — 684
Net loss attributable to noncontrolling interests — — — — — ( 671,029 ) ( 671,029 )
Distributions paid to noncontrolling interest — — — — — ( 250,000 ) ( 250,000 )
Foreign currency translation — — — — 33,973 — 33,973
Net income attributable to stockholders of DocGo Inc. and Subsidiaries
— — — 6,529,603 — — 6,529,603
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
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Common Stock Additional
Paid-in-
Capital Accumulated Deficit Accumulated
Other
Comprehensive
Income Noncontrolling
Interests Total
Stockholders’
Equity
Shares Amount
Balance - December 31, 2024 101,910,883 $ 10,191 $ 321,087,583 $ ( 1,402,167 ) $ 1,221,869 $ ( 5,738,346 ) $ 315,179,130
Common stock repurchased ( 1,953,169 ) ( 195 ) ( 5,751,759 ) — — — ( 5,751,954 )
Stock-based compensation 391,777 39 4,282,327 — — — 4,282,366
Shares withheld for taxes ( 165,603 ) ( 17 ) ( 1,200,960 ) — — — ( 1,200,977 )
Net loss attributable to noncontrolling interests — — — — — ( 1,673,985 ) ( 1,673,985 )
Other comprehensive income — — — — 495,538 — 495,538
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries
— — — ( 9,405,315 ) — — ( 9,405,315 )
Balance - March 31, 2025 100,183,888 $ 10,018 $ 318,417,191 $ ( 10,807,482 ) $ 1,717,407 $ ( 7,412,331 ) $ 301,924,803
Common stock repurchased ( 2,527,900 ) ( 253 ) ( 5,076,699 ) — — — ( 5,076,952 )
Stock-based compensation 166,042 17 3,308,137 — — — 3,308,154
Shares withheld for taxes ( 64,955 ) ( 6 ) ( 139,569 ) — — — ( 139,575 )
Net loss attributable to noncontrolling interests — — — — — ( 2,134,647 ) ( 2,134,647 )
Other comprehensive income — — — — 1,004,195 — 1,004,195
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries
— — — ( 11,155,246 ) — — ( 11,155,246 )
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.
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ ( 54,026,555 ) $ 21,007,506
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation of property and equipment 3,682,545 4,282,940
Amortization of intangible assets 4,199,989 4,884,337
Amortization of finance lease right-of-use assets 3,831,097 3,394,696
Loss (gain) on disposal of fixed assets 43,668 ( 36,717 )
Deferred income tax ( 22,316,655 ) ( 5,242,787 )
Accretion of discount related to restricted investments ( 214,889 ) —
Loss on equity method investments 106,550 229,923
Bad debt expense 3,706,675 3,857,474
Stock-based compensation 14,306,120 9,755,455
Loss on remeasurement of operating and finance leases 42,367 32,052
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:
Accounts receivable 100,722,468 19,837,507
Prepaid expenses and other current assets ( 5,402,807 ) 12,333,127
Other assets 1,026,075 ( 1,086,913 )
Accounts payable ( 20,321,384 ) 15,261,057
Accrued liabilities ( 2,671,275 ) ( 31,495,516 )
Operating lease liabilities and right-of-use assets 413,830 11,963
Net cash provided by operating activities 44,918,954 57,396,816
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ( 3,047,060 ) ( 2,887,704 )
Acquisition of intangibles ( 2,259,569 ) ( 2,228,233 )
Acquisition of a business, net of cash acquired ( 3,646,318 ) —
Purchase of restricted investments ( 24,739,136 ) —
Purchase of equity method investments ( 4,784 ) ( 310,450 )
Proceeds from sale and maturity of restricted investments 7,487,919 —
Proceeds from disposal of property and equipment 198,167 178,535
Net cash used in investing activities ( 26,010,781 ) ( 5,247,852 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit line — 45,000,000
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 )
Distributions paid to noncontrolling interest ( 175,831 ) ( 250,000 )
Proceeds from exercise of stock options — 684
Payments for taxes related to shares withheld for employee taxes ( 1,403,099 ) ( 374,311 )
Common stock repurchased ( 10,828,906 ) ( 11,078,198 )
Payments on obligations under finance lease ( 3,965,618 ) ( 3,118,054 )
Net cash used in financing activities ( 48,952,449 ) ( 16,298,891 )
Effect of exchange rate changes on cash and cash equivalents 314,141 510,439
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
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 77,607,172 $ 108,578,498
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The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Nine Months Ended
September 30,
2025 2024
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest $ 1,662,069 $ 1,507,026
Cash paid for interest on finance lease liabilities $ 700,042 $ 560,926
Cash paid for income taxes $ 6,648,506 $ 6,542,733
Right-of-use assets obtained in exchange for lease liabilities $ 9,261,262 $ 10,980,341
Remeasurement of finance lease right-of-use asset due to lease modification $ — $ 300,000
Supplemental non-cash investing and financing activities:
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
Reconciliation of cash and restricted cash
Cash $ 73,355,638 $ 89,458,388
Restricted cash 4,251,534 19,120,110
Total cash and restricted cash shown in statement of cash flows $ 77,607,172 $ 108,578,498
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Organization and Business Operations
Background
On November 5, 2021, DocGo Inc., a Delaware corporation, then known as Motion Acquisition Corp. (collectively with its subsidiaries, the “Company”), consummated a business combination pursuant to that certain Agreement and Plan of Merger, dated March 8, 2021 (the “Merger Agreement”), by and among the Company, Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” In connection with the closing of the Business Combination, the Company changed its name from Motion Acquisition Corp. to DocGo Inc.
Pursuant to the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company.
Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company. On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc. Ambulnz is the sole owner of Ambulnz Holdings, LLC (“Holdings”), which was formed in the state of Delaware on August 5, 2015 as a limited liability company. Holdings is the owner of multiple operating entities incorporated in various states in the United States (“U.S.”) as well as within England and Wales, United Kingdom (“U.K.”).
The Business
The Company is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide (i) quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations and (ii) healthcare transportation in major metropolitan cities in the U.S. and the U.K.
The Company conducts business in three operating segments: Mobile Health Services, Transportation Services and Corporate. Mobile Health Services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts. This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include both physical and mental healthcare services. Transportation Services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities. The Company’s Corporate segment primarily represents shared services and personnel that support both the Mobile Health Services and Transportation Services segments. It contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. None of the Company’s revenues or cost of revenues are reported within the Corporate segment.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated
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DocGo Inc. and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Consolidated Balance Sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP.
Principles of Consolidation
The unaudited Condensed Consolidated Financial Statements include the accounts and operations of DocGo Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. 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 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. For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.
The Company has entered into management services agreements (“MSAs”) with professional corporations (“PCs”) that employ or contract with physicians and other health professionals in order to provide healthcare services to the public. Each such PC is established and operated pursuant to the requirements of its respective domestic jurisdiction governing the practice of medicine. The Company provides each PC with everything the PC needs to operate except for clinicians, for which the PC is responsible. Without the administrative services, software, intellectual property and administrative personnel (among other things) provided by the Company, the PCs could not carry out their businesses. Moreover, the PCs do not have sufficient equity to finance their activities without additional subordinated financial support. Based on the foregoing, these entities are considered VIEs, and an enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is the primary beneficiary, meaning it has (1) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). In accordance with corporate practice of medicine restrictions, all clinical treatment decisions are made solely by licensed healthcare professionals engaged by the PCs. Nevertheless, the PCs cannot operate without the Company through the MSAs; therefore the Company significantly impacts the economic performance of the PCs and funds and absorbs all losses of its VIEs. 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 $ 2,111,569 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
The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the British pound. Assets and liabilities of the Company’s foreign operation denominated in the British pound are translated at the spot rate in effect at the applicable reporting date, except for equity accounts, which are translated at historical rates. 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 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.
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DocGo Inc. and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses; the disclosure of contingent assets and liabilities in its financial statements; and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for credit loss, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, contingent consideration, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.
Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely affected.
Self-Insurance Reserves
The Company self-insures a number of risks, including, but not limited to, workers’ compensation, auto liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, auto liability and healthcare benefits.
Concentration of Credit Risk and Off-Balance Sheet Risk
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 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 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 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.
Major Vendor
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.
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DocGo Inc. and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
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.
Reclassifications
Certain reclassifications of amounts previously reported have been made to the accompanying unaudited Condensed Consolidated Financial Statements to maintain consistency between periods presented. The reclassifications had no impact on previously reported net income or retained earnings.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains most of its cash and cash equivalents with financial institutions in the U.S. The Company’s accounts at financial institutions in the U.S. are insured by the FDIC and are in excess of FDIC insured limits. 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
Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash and cash equivalents in the unaudited Condensed Consolidated Balance Sheets. Restricted cash and cash equivalents is classified as either a current or non-current asset depending on the restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures and a standby letter of credit as required by its insurance carrier (see Note 9).
The Company utilizes a combination of insurance and self-insurance programs, including a wholly owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits.
ARM Insurance, Inc., a Vermont-based wholly owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures.
The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in restricted cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.
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. government obligations, as available-for-sale. The Company records the securities at fair market value, which is determined using quoted market prices at the end of each reporting period. The Company includes fixed income securities maturing in three months or less within restricted cash and cash equivalents, and includes the remaining fixed income securities within restricted investments in the accompanying unaudited Condensed Consolidated Balance Sheets.
Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses, net of the tax related effect, are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity until realized. 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.
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September 30, 2025
Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value
Money market funds $ 421,529 $ — $ — $ 421,529
Corporate bonds 993,621 7,164 ( 17 ) 1,000,768
U.S. government obligations 20,273,657 130,164 ( 11 ) 20,403,810
Total $ 21,688,807 $ 137,328 $ ( 28 ) $ 21,826,107
Included in restricted cash and cash equivalents $ 4,251,510 $ 35 $ ( 11 ) $ 4,251,534
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 September 30, 2025:
Amortized Cost Fair Value
Within 1 year $ 8,782,313 $ 8,783,269
After 1 year through 5 years 7,551,482 7,600,453
After 5 years through 10 years 5,355,012 5,442,385
Total $ 21,688,807 $ 21,826,107
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
ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.
Level 3: 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 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.
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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.
Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Future changes in fair value of the contingent consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and unaudited Condensed Consolidated Balance Sheets in the period of the change.
Contingent Consideration
In connection with the acquisition of Ryan Bros. 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 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 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 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 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 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 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. 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).
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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 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
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. 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
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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
The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to provide Mobile Health Services and Transportation Services at specified rates. These rates are either on a per procedure or per transport basis, or on an hourly or daily basis. Accounts receivable consist of billings for healthcare and transportation services provided to patients. Billings typically are either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs or businesses or patients directly. The Company generally does not require collateral for accounts receivable .
Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements. The Company maintains an allowance for credit losses for accounts receivable, net which is recorded as an offset to accounts receivable, net and changes in this allowance are recorded within general and administrative expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The carrying amount of accounts receivable represents the maximum credit risk exposure of these assets. On a quarterly basis, in accordance with Federal Accounting Standards Board (“FASB”) ASC 326, Measurement of Credit Losses on Financial Instruments , the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit loss that reflects its best estimate of the lifetime expected credit losses. Individual uncollectible accounts are written off against the allowance when collection of the individual account does not appear probable.
Under the current expected credit loss impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on a single portfolio segment. The Company assesses collectability by aggregating and reviewing accounts receivable on a collective basis for customers that share similar risk characteristics. Additionally, when accounts receivable do not share risk characteristics with other accounts receivable, management will evaluate such accounts receivable for expected credit loss on an individual specific identification basis when the Company identifies specific customers with known disputes or collectability issues. Due to the short-term nature of the Company’s accounts receivable, the estimate of expected credit loss is based on the aging of accounts using an aging schedule as of period ends. 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.
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 $ 1,255,945 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. 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:
Estimated Useful Life
Buildings 39 years
Office equipment and furniture 3 - 7 years
Vehicles 5 - 8 years
Medical and other plant equipment 5 years
Leasehold improvements Shorter of useful life of asset or lease term
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Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized.
Software Development Costs
Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are expensed as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software . Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life.
Estimated useful life of software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality.
Business Combinations
The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including noncontrolling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill.
Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.
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. Management uses assumptions based on historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained
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decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net carrying value.
Line of Credit
The costs associated with the Company’s line of credit are deferred and recognized over the term of the line of credit as interest expense. Interest expense on outstanding balances is expensed as incurred.
Related Party Transactions
The Company defines related parties as affiliates of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10 % of the voting interest), management, members of immediate families of principal owners or management and other parties with which the Company may deal with if one party controls or can significantly influence management or the operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
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 nine months ended September 30, 2025 and 2024, refer to Note 16.
Revenue Recognition
On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”).
To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.
The Company generates revenues from the provision of (1) Mobile Health Services and (2) Transportation Services. 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 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. For Transportation Services arrangements with billings to third party payors and healthcare facilities, this may also include variable consideration in instances where it is considered probable that a significant reversal of cumulative revenue recognized will not occur. For these services, revenues are recorded net of estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowance at the time of billing based on contractual terms, historical collections or other arrangements. The Company also estimates the amount unbilled at month end and recognizes such amounts as revenue, based on available data and customer history. The Company utilizes the expected value method when estimating its variable consideration. The assumptions utilized in estimating variable consideration include the Company’s previous experience with similar contracts and history of collection rates on prior trips that have been performed. The Company reevaluates its variable consideration at each reporting period.
Nature of the Company’s Services
Revenue is primarily derived from:
i. Mobile Health Services : These services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts. This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include a variety of healthcare services.
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ii. Transportation Services : These services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.
For Mobile Health Services, the performance of the services and any related support activities in the majority of the Company’s contracts are a single performance obligation under ASC 606. Mobile Health Services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized. The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.
As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed. The typical billing cycle for Mobile Health Services and Transportation Services is same day to five days with payments generally due within 30 days. For large municipal customers in the Mobile Health Services segment, invoices are generally produced on a monthly basis, in arrears, and are generally due within 30-60 days of when they are submitted to the customer. The majority of the Company’s Mobile Health Services and Transportation Services each represent a single performance obligation. Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice. For contracts with multiple distinct performance obligations, the Company allocates the transaction price based on their agreed-upon price to the individually identified performance obligations in the contract. The Company monitors and evaluates all contracts on a case-by-case basis to determine if multiple performance obligations are present in a contractual arrangement.
For Mobile Health Services, the customer also generally simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled. Therefore, the Company satisfies performance obligations at the same time. For certain Mobile Health Services that have a fixed fee arrangement and are provided over time, revenue is recognized over time as the services are provided to the customer. For Transportation Services, since the customer simultaneousl y receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations at the same time. For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.
In the following table, revenues are disaggregated as follows:
Revenue Breakdown Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Primary Geographical Markets
U.S. $ 57,917,381 $ 123,429,213 $ 206,150,362 $ 453,328,633
U.K. 12,892,254 15,255,601 41,109,950 42,393,426
Total revenues $ 70,809,635 $ 138,684,814 $ 247,260,312 $ 495,722,059
Major Segments
Mobile Health Services $ 20,687,128 $ 90,663,433 $ 96,677,665 $ 351,346,919
Transportation Services 50,122,507 48,021,381 150,582,647 144,375,140
Total revenues $ 70,809,635 $ 138,684,814 $ 247,260,312 $ 495,722,059
Stock-Based Compensation
The Company maintains a stock incentive plan under which the Company may issue incentive and non-qualified stock options, restricted stock units and performance-based stock units. The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation , which requires the recognition of the fair value of stock-based compensation. 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
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management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company accounts for forfeitures as they occur. For performance-based awards with a market condition, the Company estimates the fair value of awards using a Monte Carlo simulation. All performance-based awards are expensed over the period from the grant date to the estimated attainment date, which is the derived service period of the award, if management determines that it is probable that the performance-based vesting conditions will be achieved. All stock-based compensation costs are recorded in operating expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Earnings per Share
Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock during the reporting periods. Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon conversion of stock options, unvested RSUs and PSUs. 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.
The following table presents the calculation of basic and diluted net (loss) income per share to stockholders of DocGo Inc. and Subsidiaries:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries $ ( 27,768,386 ) $ 5,497,901 $ ( 48,328,947 ) $ 23,254,953
Weighted-average shares outstanding - Basic 97,808,976 102,067,579 99,431,280 102,573,664
Effect of dilutive options — 4,223,350 — 4,223,350
Weighted-average shares outstanding - Diluted 97,808,976 106,290,929 99,431,280 106,797,014
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Basic $ ( 0.28 ) $ 0.05 $ ( 0.49 ) $ 0.23
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Diluted $ ( 0.28 ) $ 0.05 $ ( 0.49 ) $ 0.22
Anti-dilutive employee share-based awards excluded 13,799,778 7,267,649 13,799,778 7,267,649
Equity Method Investments
The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control. The Company’s judgment regarding its level of influence over an equity method investee includes considering key factors, such as ownership interest, representation on the board of directors and participation in policy-making decisions.
Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses. The Company periodically reviews the investments for other than temporary declines in fair value below cost or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
Equity Investments without Readily Determinable Fair Value
Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation with the Company) that do not have readily determinable fair values are recorded as equity investments without readily determinable fair value in accordance with ASC 321. 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
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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.
Leases
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”). The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a right-of-use asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the right-of-use asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.
The Company has lease arrangements for vehicles, equipment and facilities. These leases typically have original terms not exceeding 10 years and in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. 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. Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases.
The Company subleases some of its unused office spaces to third parties for lease terms not exceeding 3 years. The Company recognizes sublease income on a straight-line basis over the sublease term.
Income Taxes
Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. 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
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure (“ASU 2023-07”). ASU 2023-07 updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. 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
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Statements of Operations and Comprehensive Income, or Consolidated Statements of Cash Flows. Refer to Note 11 for the updated presentation.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 addresses investor requests for more transparency about expense information through the disaggregation of relevant expense captions in the notes to the financial statements. The provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its disclosures.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. 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.
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3. Property and Equipment, Net
Property and equipment, net as of September 30, 2025 and December 31, 2024 are as follows:
September 30,
2025 December 31,
2024
Vehicles $ 17,341,245 $ 17,300,595
Medical and other plant equipment 10,263,559 9,210,203
Office equipment and furniture 4,663,951 4,293,100
Leasehold improvements 2,022,955 1,239,089
Buildings 527,283 527,283
Land 37,800 37,800
34,856,793 32,608,070
Less: Accumulated depreciation ( 20,557,799 ) ( 17,726,659 )
Property and equipment, net $ 14,298,994 $ 14,881,411
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.
4. Acquisitions
Exceptional Medical Transportation, LLC
On July 13, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $ 13,708,333 , consisting of $ 7,708,333 in cash at closing and $ 6,000,000 payable over a 24-month period following the closing date of the acquisition. 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 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.
Ryan Bros. Fort Atkinson, LLC
On August 9, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $ 11,422,252 , consisting of $ 7,422,252 in cash at closing and an estimated $ 4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations.
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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
On December 9, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K. Ltd. (“UK Ltd.”), acquired 100 % of the outstanding shares of common stock of LMS. The aggregate purchase price consisted of $ 302,450 in cash consideration. 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 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 September 30, 2025 and December 31, 2024.
Cardiac RMS, LLC
On March 31, 2023, Holdings acquired 51 % of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services. The closing consideration of $ 10,000,000 consisted of $ 9,000,000 in cash and $ 1,000,000 worth of shares of Common Stock issued in a private placement transaction. The Company also agreed to pay additional consideration following the initial closing, consisting of an estimated True-up Payment of $ 2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets 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. $ 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. 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 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. 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
On July 1, 2024, the Company acquired the remaining noncontrolling interest in its Ambulnz CO, LLC (“Ambulnz CO”) joint venture from the University of Colorado Health in exchange for $ 1,848,000 in cash.
Professional Technicians, LLC
On February 10, 2025, the Company acquired 100 % of the outstanding shares of common stock of PTI, a provider of mobile phlebotomy services. The aggregate purchase price consisted of $ 4,000,000 in cash consideration, $ 3,800,000 of which was paid at closing. 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.
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 nine months ended
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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:
PTI Ambulnz CO CRMS Total
Consideration:
Cash consideration $ 3,800,000 $ 1,848,000 $ 9,000,000 $ 14,648,000
Stock consideration — — 1,000,000 1,000,000
Deferred consideration 179,081 — — 179,081
Contingent liability 240,000 — 15,822,190 16,062,190
Total consideration $ 4,219,081 $ 1,848,000 $ 25,822,190 $ 31,889,271
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash $ 153,682 $ — $ 1,574,604 $ 1,728,286
Accounts receivable 521,806 — 2,033,533 2,555,339
Prepaid expenses 36,622 — — 36,622
Other current assets 388,641 — 293,478 682,119
Intangible assets 2,224,990 — 15,930,000 18,154,990
Total identifiable assets acquired 3,325,741 — 19,831,615 23,157,356
Accounts payable — — 28,978 28,978
Due to seller 910,447 — 2,448,460 3,358,907
Accrued liabilities 111,223 — — 111,223
Other current liabilities — — 174,177 174,177
Total liabilities assumed 1,021,670 — 2,651,615 3,673,285
Noncontrolling interests — 2,188,450 — 2,188,450
Goodwill 1,915,010 — 8,642,190 10,557,200
Additional paid-in-capital — ( 340,450 ) — ( 340,450 )
Total purchase price $ 4,219,081 $ 1,848,000 $ 25,822,190 $ 31,889,271
The results of operations for the acquisition have been included in the Company’s unaudited Condensed Consolidated Financial Statements from the date of acquisition. The acquisition of PTI did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements, and therefore historical and pro forma disclosures have not been presented.
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5. Goodwill
The Company recorded an aggregate of $ 1,915,010 in goodwill in connection with its acquisitions in the nine months ended September 30, 2025.
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 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. 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.
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 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 $ 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 September 30, 2025 $ 8,591,637 $ 23,855,623 $ 8,642,190 $ 41,089,450
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6. Intangibles
Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024:
September 30, 2025
Estimated Useful
Life (Years) Gross Carrying
Amount Additions Impairment Accumulated
Amortization Net Carrying
Amount
Computer software 5 years $ 247,828 $ — $ — $ ( 243,731 ) $ 4,097
Operating licenses Indefinite 9,399,004 — — — 9,399,004
Internally developed software 4 - 5 years
12,129,913 2,069,092 — ( 13,761,058 ) 437,947
Material contracts Indefinite 62,550 — — — 62,550
Customer relationships 8 - 14 years
19,993,533 1,300,317 ( 6,520,343 ) ( 8,137,049 ) 6,636,458
Trademark 8 - 15 years
405,532 599,160 — ( 170,482 ) 834,210
Non-compete agreements 5 years 100,000 — — ( 50,000 ) 50,000
Domain names 10 years — 15,990 — ( 1,066 ) 14,924
Software license agreement Indefinite — 500,000 — — 500,000
Trade credits 5 years 1,500,000 — ( 1,500,000 ) — —
$ 43,838,360 $ 4,484,559 $ ( 8,020,343 ) $ ( 22,363,386 ) $ 17,939,190
December 31, 2024
Estimated Useful
Life (Years) Gross Carrying
Amount Additions Impairment Accumulated
Amortization Net Carrying
Amount
Computer software 5 years $ 247,828 $ — $ — $ ( 242,059 ) $ 5,769
Operating licenses Indefinite 9,399,004 — — — 9,399,004
Internally developed software 4 - 5 years
10,078,087 2,051,826 — ( 11,227,960 ) 901,953
Material contracts Indefinite 62,550 — — — 62,550
Customer relationships 8 - 9 years
28,337,524 ( 37,400 ) ( 8,306,591 ) ( 6,504,390 ) 13,489,143
Trademark 8 - 15 years
427,531 ( 21,999 ) — ( 100,138 ) 305,394
Non-compete agreements 5 years 100,000 — — ( 35,000 ) 65,000
Trade credits 5 years 1,500,000 — — — 1,500,000
$ 50,152,524 $ 1,992,427 $ ( 8,306,591 ) $ ( 18,109,547 ) $ 25,728,813
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 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 .
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
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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.
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 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 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. 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. 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:
Amortization
Expense
2025, remaining $ 473,986
2026 1,214,558
2027 1,193,942
2028 1,141,062
2029 1,095,334
Thereafter 2,858,754
Total $ 7,977,636
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7. Investments
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,
2024
Percentage Ownership Amount Percentage Ownership Amount
Equity investment without readily determinable fair value $ 5,000,000 $ 5,000,000
Equity method investments Various 446,213 Various 547,979
Total investments $ 5,446,213 $ 5,547,979
Equity Investment without Readily Determinable Fair Value
On October 25, 2024, the Company acquired non-marketable equity securities in Firefly Health, Inc. for $ 5,000,000 . 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 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
On October 26, 2021, the Company acquired a 50 % interest in RND Health Services Inc. (“RND”) for $ 655,876 . Subsequently, the Company made additional investments amounting to $ 310,450 and $ 298,932 in 2024 and 2023, respectively. 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. Changes in value of RND are recorded in loss on equity method investments on the Compan y’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .
On November 1, 2021, the Company acquired a 20 % interest in National Providers Association, LLC (“NPA”) for $ 30,000 . Effective December 21, 2021, three members withdrew from NPA, resulting in the remaining two members obtaining the remaining ownership percentage. 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. Changes in value of NPA are recorded in loss on equity method investments on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .
8. Accrued Liabilities
Accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:
September 30,
2025 December 31,
2024
Accrued workers' compensation and other insurance liabilities $ 22,058,790 $ 16,738,835
Accrued general expenses 16,955,683 16,530,363
Accrued payroll 6,577,330 4,374,654
Accrued subcontractors 3,218,461 9,174,499
Accrued bonus 2,127,068 3,078,445
Total accrued liabilities $ 50,937,332 $ 49,896,796
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9. Line of Credit
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. The applicable margins were based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. 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 Prior Revolving Facility was due to mature on November 1, 2027, the five-year anniversary of the closing date. The Prior 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 Prior Revolving Facility was subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the Prior Credit Agreement.
On August 1, 2025, the Company repaid all amounts outstanding under the Prior Revolving Facility. The total amount paid was $ 30,320,173 , of which $ 30,000,000 represented the outstanding principal amount and $ 320,173 represented the outstanding interest.
On August 7, 2025, the Company amended and restated the Prior Credit Agreement (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility (“Revolving Facility”) up to an aggregate principal amount of $ 55,000,000 and borrowings thereunder are subject to a borrowing base formula based on eligible receivables as described therein. The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $ 20,000,000 , though neither Lender nor any other lender is obligated to provide any such additional commitment. Borrowings under the Revolving Facility bear 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. The applicable margin for an adjusted term SOFR loan is 2.00 % and the applicable margin for a base rate loan is 1.00 %. The Revolving Facility matures on November 1, 2027, the five-year anniversary of the original closing date of the Prior Credit Agreement. The Credit Agreement is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The Credit Agreement is subject to a certain minimum liquidity financial covenant, as defined in the Credit Agreement.
As of December 31, 2024, there was a $ 30,000,000 outstanding balance on the Prior Revolving Facility, and the unused portion of the Prior Revolving Facility was $ 60,000,000 . As of September 30, 2025, the Company had no borrowings outstanding and the unused portion of the Revolving Facility was $ 55,000,000 . The Company incurred $ 145,352 and $ 587,721 in interest charges relating to its Prior Revolving Facility for the three months ended September 30, 2025 and 2024, respectively, and $ 998,151 and $ 1,625,408 for the nine months ended September 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.
Standby Letters of Credit
On October 20, 2023, the Company obtained an unconditional and irrevocable letter of credit from a financial institution in the amount of $ 1,080,000 . The letter of credit had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution. As of September 30, 2025, no amounts had been drawn.
On December 20, 2024, the Company obtained an irrevocable letter of credit from a financial institution in the amount of $ 133,303 . The letter of credit expires on the one-year anniversary of the closing date, or December 20, 2025, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution. As of September 30, 2025, no amounts had been drawn.
10. Notes Payable
The Company has various loans with finance companies with monthly installments aggrega ting $ 6,412 , inclusive of interest ranging from 2.50 % through 8.15 %. The loan notes mature at various times from May 2026 through April 2030
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and are secured by transportation equi pment. During the year ended December 31, 2024, the Company fully repaid one of its loan payables that was originally scheduled to mature in August 2026 amounting to $ 38,949 .
The following table summarizes the Company’s notes payable:
September 30,
2025 December 31,
2024
Equipment and financing loans payable, between 2.50 % and 8.15 % interest and maturing between May 2026 and April 2030
$ 249,887 $ 17,730
Total notes payable 249,887 17,730
Less: current portion of notes payable 54,159 12,515
Total non-current portion of notes payable $ 195,728 $ 5,215
Interest expense was $ 10,955 and $ 484 for the three months ended September 30, 2025 and 2024, respectively.
Interest expense was $ 11,151 and $ 1,912 for the nine months ended September 30, 2025 and 2024, respectively.
Future minimum annual maturities of notes payable as of September 30, 2025 are as follows:
Notes Payable
2025, remaining $ 14,318
2026 51,725
2027 50,027
2028 54,260
2029 58,852
2030 20,705
Total maturities 249,887
Current portion of notes payable ( 54,159 )
Long-term portion of notes payable $ 195,728
11. Business Segment Information
The Company conducts business in three operating segments: Mobile Health Services, Transportation Services, and Corporate. In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers, the Company’s Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assessing performance. All of the Company’s revenues and costs of revenues are reported within the Transportation Services and Mobile Health Services segments. The Corporate segment relates to shared services and personnel that support both the Mobile Health Services and Transportation Services segments and contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assess the performance of these resources by revenue stream and by operating income or loss performance.
In accordance with ASU 2023-07, the Company has also included disclosure in the tables below about the significant expense categories that are regularly provided to the chief operating decision makers. The Company has also disclosed an amount for other segment items, which are amounts included in (loss) income from operations that are not regularly provided to the chief operating decision makers. Other segment items primarily consist of technology and development expenses, legal and professional fees, medical supplies, and other general and administrative expenses such as management fees, occupancy expense, and insurance costs.
The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Mobile Health Services, Transportation Services, and Corporate segments based primarily on results of operations.
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Operating results for the business segments of the Company as of and for the three months ended September 30, 2025 and September 30, 2024 are as follows:
Mobile Health
Services Transportation
Services Corporate Total
Three Months Ended September 30, 2025
Revenues $ 20,687,128 $ 50,122,507 $ — $ 70,809,635
Significant segment expenses 22,767,634 42,299,447 10,492,208 75,559,289
Personnel costs 15,135,183 35,009,738 9,506,882 59,651,803
Subcontractor costs 4,317,280 2,872,903 985,326 8,175,509
Vehicle costs 3,315,171 4,416,806 — 7,731,977
Other segment items 20,522,944 8,879,193 7,824,518 37,226,655
Loss from operations ( 22,603,450 ) ( 1,056,133 ) ( 18,316,726 ) ( 41,976,309 )
Depreciation and amortization expense 933,673 2,049,029 988,530 3,971,232
Stock compensation 1,400,777 36,513 3,212,385 4,649,675
Finite-lived intangible asset impairment 8,020,343 — — 8,020,343
Goodwill impairment 8,718,398 — — 8,718,398
Total assets 89,176,687 141,631,125 122,975,067 353,782,879
Long-lived assets 21,745,220 69,155,050 11,581,381 102,481,651
Capital expenditures 16,219 2,094,732 746,557 2,857,508
Three Months Ended September 30, 2024
Revenues $ 90,663,433 $ 48,021,381 $ — $ 138,684,814
Significant segment expenses 54,265,455 38,943,898 6,273,563 99,482,916
Personnel costs 25,642,387 30,911,739 5,011,377 61,565,503
Subcontractor costs 27,235,094 4,385,432 1,262,186 32,882,712
Vehicle costs 1,387,974 3,646,727 — 5,034,701
Other segment items 14,461,011 9,152,725 5,450,765 29,064,501
Income (loss) from operations 21,936,967 ( 75,242 ) ( 11,724,328 ) 10,137,397
Depreciation and amortization expense 1,172,458 2,114,380 890,696 4,177,534
Stock compensation 1,237,924 34,123 1,883,139 3,155,186
Total assets 400,568,190 66,844,610 26,469,739 493,882,539
Long-lived assets 44,590,633 70,488,506 10,159,283 125,238,422
Capital expenditures 640,499 3,054,429 536,262 4,231,190
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Operating results for the business segments of the Company as of and for the nine months ended September 30, 2025 and September 30, 2024 are as follows:
Mobile Health
Services Transportation
Services Corporate Total
Nine Months Ended September 30, 2025
Revenues $ 96,677,665 $ 150,582,647 $ — $ 247,260,312
Significant segment expenses 87,688,784 121,892,555 32,645,206 242,226,545
Personnel costs 57,516,213 100,516,745 29,509,565 187,542,523
Subcontractor costs 24,308,299 9,449,097 3,135,641 36,893,037
Vehicle costs 5,864,272 11,926,713 — 17,790,985
Other segment items 29,721,809 29,271,100 19,494,849 78,487,758
Loss from operations ( 20,732,928 ) ( 581,008 ) ( 52,140,055 ) ( 73,453,991 )
Depreciation and amortization expense 2,872,153 6,001,113 2,840,365 11,713,631
Stock compensation 3,925,659 147,027 10,233,434 14,306,120
Finite-lived intangible asset impairment 8,020,343 — — 8,020,343
Goodwill impairment 8,718,398 — — 8,718,398
Total assets 89,176,687 141,631,125 122,975,067 353,782,879
Long-lived assets 21,745,220 69,155,050 11,581,381 102,481,651
Capital expenditures 3,029,891 7,996,090 4,921,156 15,947,137
Nine Months Ended September 30, 2024
Revenues $ 351,346,919 $ 144,375,140 $ — $ 495,722,059
Significant segment expenses 201,741,242 117,579,396 26,591,280 345,911,918
Personnel costs 90,017,477 90,972,051 22,497,672 203,487,200
Subcontractor costs 105,863,787 14,672,218 4,093,608 124,629,613
Vehicle costs 5,859,978 11,935,127 — 17,795,105
Other segment items 69,432,442 27,949,652 16,266,134 113,648,228
Income (loss) from operations 80,173,235 ( 1,153,908 ) ( 42,857,414 ) 36,161,913
Depreciation and amortization expense 3,556,537 6,256,783 2,748,653 12,561,973
Stock compensation 4,473,099 228,196 5,054,160 9,755,455
Total assets 400,568,190 66,844,610 26,469,739 493,882,539
Long-lived assets 44,590,633 70,488,506 10,159,283 125,238,422
Capital expenditures 897,284 10,085,457 2,202,787 13,185,528
Long-lived assets include property and equipment, goodwill, intangible assets, operating lease right-of-use assets and finance lease right-of-use assets.
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Geographic Information
The following table summarizes long-lived assets by geographic location as of September 30, 2025 and December 31, 2024:
September 30,
2025 December 31,
2024
Primary Geographical Markets
U.S. $ 84,941,960 $ 96,380,597
U.K. 17,539,691 18,958,174
Total long-lived assets $ 102,481,651 $ 115,338,771
Revenues by geographic location are included in Note 2.
12. Equity
Unregistered Sales of Equity Securities
On July 19, 2024, in connection with the CRMS acquisition, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment. The True-up Payment was based on CRMS’ attainment of full-year EBITDA targets for 2023 (see Note 4).
Share Repurchase Program
On January 30, 2024, the Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”). The Prior Repurchase Program did not obligate the Company to repurchase a specific number of shares.
On August 5, 2024, following the expiration of the previously authorized share repurchase program on July 30, 2024, the Board effectively extended the Prior Repurchase Program by authorizing a new share repurchase program (the “New Repurchase Program”) on the same terms and conditions as the Prior Repurchase Program other than expiration, pursuant to which the Company may purchase up to $ 26,000,000 in shares of Common Stock, which was the approximate amount remaining under the Prior Repurchase Program at its expiration. The New Repurchase Program was originally set to expire on December 31, 2024. On December 20, 2024, the Board extended the expiration date of the New Repurchase Program from December 31, 2024 to June 30, 2025, and on June 12, 2025, the Board further extended the expiration date of the New Repurchase Program from June 30, 2025 to December 31, 2025. The New Repurchase Program may be suspended, extended, modified or discontinued at any time without prior notice.
Under the terms of the New Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.
The timing, manner, price and amount of shares repurchased under the New Repurchase Program depends on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The New Repurchase Program does not obligate the Company to repurchase any specific number of shares.
Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings.
There were no shares repurchased during the three months ended September 30, 2025. During the three months ended September 30, 2024, the Company repurchased and subsequently cancelled 356,113 shares of Common Stock for $ 1,296,187 .
During the nine months ended September 30, 2025 and September 30, 2024, the Company repurchased and subsequently cancelled 4,481,069 and 3,007,684 shares of Common Stock for $ 10,828,906 and $ 11,078,198 , respectively.
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13. Stock-Based Compensation
Stock Options
In 2021, the Company established the DocGo Inc. 2021 Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc.’s 2017 Equity Incentive Plan. The Plan initially reserved 16,607,894 shares of Common Stock for issuance under the Plan. The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years . The stock options are subject to time vesting requirements through 2028 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. As of September 30, 2025, approximately 5.1 million employee stock options had vested.
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Before the consummation of the Business Combination, the management of Ambulnz took the average of several publicly traded companies that were representative of Ambulnz’ size and industry in order to estimate its expected stock volatility. Subsequent to the Business Combination, the Company utilized publicly available pricing. The expected term of the options represented the period of time the instruments were expected to be outstanding. The Company based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.
No stock options were granted during the nine months ended September 30, 2025. The following assumptions were used to compute the fair value of the stock option grants during the nine months ended September 30, 2024:
Nine Months Ended September 30, 2024
Risk-free interest rate 4.19 % - 4.54 %
Expected term (in years) 5.57
Volatility 61 % - 71 %
Dividend yield — %
The following table summarizes the Company’s stock option activity under the Plan during the nine months ended September 30, 2025:
Options
Shares Weighted
Average
Exercise Price Weighted
Average
Remaining
Contractual
Life in Years Aggregate
Intrinsic
Value
Balance as of December 31, 2024 8,167,496 $ 6.98 7.32 $ 2,521,202
Granted — — — —
Vested — — — —
Exercised — — — —
Cancelled ( 569,478 ) 7.65 — —
Balance as of September 30, 2025 7,598,018 6.95 6.54 —
Options vested and exercisable as of September 30, 2025 5,147,047 $ 6.94 6.15 $ —
The aggregate intrinsic value in the above table is calculated as the difference between the fair value of the Common Stock price and the exercise price of the stock options. The weighted average grant date fair value per share for stock option grants during the year ended December 31, 2024 was $ 3.59 .
For the three months ended September 30, 2025 and 2024, the total recorded stock-based compensation related to stock option awards granted was $ 1,598,511 and $ 1,448,151 , respectively.
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For the nine months ended September 30, 2025 and 2024, the total recorded stock-based compensation related to stock option awards granted was $ 4,545,260 and $ 4,688,997 , respectively.
As of September 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested stock option awards granted was $ 5,463,227 and $ 11,246,649 , respectively. This cost is expected to be recognized over a weighted-average period of approximately 1.11 years as of September 30, 2025.
Restricted Stock Units
The fair value of restricted stock units (“RSUs”) is determined on the date of grant. The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs. The vesting period for RSUs generally ranges from one to four years .
Activity under RSUs during the nine months ended September 30, 2025 was as follows:
RSUs Weighted-
Average
Grant Date
Fair Value
Per RSU
Balance as of December 31, 2024 4,068,987 $ 4.63
Granted 980,704 1.70
Vested ( 435,573 ) 4.22
Forfeited ( 190,356 ) 3.98
Balance as of September 30, 2025 4,423,762 4.05
Vested and unissued as of September 30, 2025 2,617 10.03
Non-vested as of September 30, 2025 4,421,145 $ 4.05
The total grant-date fair value of RSUs granted during the nine months ended September 30, 2025 was $ 1,665,290 .
For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $ 1,516,497 and $ 1,426,271 , respectively.
For the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $ 5,040,246 and $ 4,242,065 , respectively.
As of September 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested RSUs granted was $ 13,325,510 and $ 17,458,680 , respectively. This cost is expected to be recognized over a weighted-average period of approximately 2.64 years as of September 30, 2025.
Performance-based Restricted Stock Units
The Company grants performance-based restricted stock units (“PSUs”) to certain employees under its long-term incentive compensation plan. PSU awards are subject to service-based and either performance-based or market-based vesting conditions.
For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to PSUs of $ 1,534,667 and $ 280,764 , respectively, which are included in accrued liabilities.
For the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to PSUs of $ 4,720,614 and $ 824,393 , respectively, which are included in accrued liabilities.
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As of September 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested PSUs granted was $ 7,126,727 and $ 8,332,535 , respectively. This cost is expected to be recognized over a weighted-average period of approximately 2.25 years as of September 30, 2025.
PSU Grants with Performance Conditions (Revenue Performance Share Unit Grants)
As of September 30, 2025, the Company had outstanding PSUs with a performance condition from 2024. The fair value of these awards is based on the Company’s quoted stock price on the grant date and is expected to vest based on the achievement of specific revenue targets in 2024. The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the four year vesting period.
There were no revenue PSUs granted during the nine months ended September 30, 2025 and 2024.
The following is a summary of the revenue PSU activity for the nine months ended September 30, 2025:
Revenue PSUs Weighted-
Average
Grant Date
Fair Value
Per PSU
Balance as of December 31, 2024 868,218 $ 5.16
Granted — —
Vested ( 217,055 ) 5.16
Forfeited — —
Performance adjustment — —
Balance as of September 30, 2025 651,163 $ 5.16
PSU Grants with Market Condition (TSR Performance Share Unit Grants)
As of September 30, 2025, the Company had outstanding PSUs with a market condition that will vest based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Nasdaq Healthcare Index in 2025 to 2027.
The fair value is determined on the grant date using a Monte Carlo simulation model. The Company recognizes compensation expense on all these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. The Company accounts for forfeitures as they occur.
There were no TSR PSUs granted during the nine months ended September 30, 2025 and 2024.
The following is a summary of the TSR PSU activity for the nine months ended September 30, 2025:
TSR PSUs Weighted-
Average
Grant Date
Fair Value
Per PSU
Balance as of December 31, 2024 1,205,251 $ 4.19
Granted — —
Vested — —
Forfeited — —
Balance as of September 30, 2025 1,205,251 $ 4.19
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14. Leases
The Company has lease arrangements for properties, vehicles and transportation equipment. Certain leases contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated right-of-use asset and lease obligation. In making such determination, the Company considers all relevant economic factors.
The Company’s lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6 % on January 1, 2019 for all leases that commenced prior to that date for office spaces, vehicles and transportation equipment.
Lease Costs
The table below comprises lease expenses for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Components of total lease cost:
Operating lease expense $ 1,356,236 $ 1,009,108 $ 4,027,854 $ 2,775,887
Finance lease expense:
Amortization of right-of-use assets 1,272,716 1,197,076 3,831,097 3,394,696
Interest on lease liabilities 229,293 194,099 700,042 560,926
Finance lease expense 1,502,009 1,391,175 4,531,139 3,955,622
Short-term lease expense 126,307 594,729 708,512 1,484,186
Total lease cost $ 2,984,552 $ 2,995,012 $ 9,267,505 $ 8,215,695
Lease Payments
The table below presents lease payments for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Components of total lease payments:
Operating lease payment $ 1,419,593 $ 890,740 $ 3,693,963 $ 2,669,422
Finance lease payment 1,256,945 1,088,265 3,965,618 3,118,054
Total lease payments $ 2,676,538 $ 1,979,005 $ 7,659,581 $ 5,787,476
Operating Leases
The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space and transportation equipment, expiring at various dates through 2034. Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property.
Gain (Loss) on Remeasurement
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During the nine months ended September 30, 2025, the Company reassessed the use of some office spaces, resulting in early terminations of three leased office spaces. The Company recorded a gain from remeasurement of operating lease of $ 820 and $ 656 during the three and nine months ended September 30, 2025.
The Company recorded a loss from remeasurement of operating lease of $( 6,163 ) and $( 13,469 ) during the three and nine months ended September 30, 2024.
Sublease Income
During the nine months ended September 30, 2025, the Company subleased a portion of its corporate office space in New York, NY. The sublease entered into during the nine months ended September 30, 2025 has a lease term of one year and four months and has been classified as an operating lease by the Company. Sublease income was $ 89,709 and $ 235,823 for the three and nine months ended September 30, 2025, respectively. The Company continues to sublease its office space in Houston, TX. The sublease was entered in 2023, has a lease term of three years and has been classified as an operating lease by the Company. Sublease income was $ 19,324 and $ 57,970 for the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, the sublease income was $ 18,869 and $ 56,608 , respectively. The Company recognizes sublease income as rental income, presented in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income under other income (expense).
Lease Position as of September 30, 2025
Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:
September 30,
2025 December 31, 2024
Assets
Lease right-of-use assets $ 12,087,775 $ 11,958,698
Total lease assets $ 12,087,775 $ 11,958,698
Liabilities
Current liabilities:
Lease liability - current portion $ 4,597,694 $ 3,844,561
Noncurrent liabilities:
Lease liability, net of current portion 8,257,467 8,599,072
Total lease liability $ 12,855,161 $ 12,443,633
Lease Terms and Discount Rate
The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of September 30, 2025:
Weighted average remaining lease term (in years) - operating leases 3.31
Weighted average discount rate - operating leases 5.94 %
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Undiscounted Cash Flows
Future minimum lease payments under the operating leases as of September 30, 2025 were as follows:
Operating
Leases
2025, remaining $ 1,396,836
2026 4,852,990
2027 3,521,209
2028 2,734,403
2029 1,354,977
2030 153,777
Thereafter 207,509
Total future minimum lease payments 14,221,701
Less effects of discounting ( 1,366,540 )
Present value of future minimum lease payments $ 12,855,161
Finance Leases
The Company leases vehicles under non-cancellable finance lease agreements with a liability of $ 16,358,929 and $ 14,725,605 as of September 30, 2025 and December 31, 2024, respectively, and a right-of-use net of $ 17,066,242 and $ 15,337,299 as of September 30, 2025 and December 31, 2024, respectively (accumulated depreciation of $ 11,713,656 and $ 9,128,202 as of September 30, 2025 and December 31, 2024, respectively).
Gain (Loss) on Remeasurement
During the nine months ended September 30, 2025, the Company returned a number of leased vehicles, resulting in the termination of contract of these leased vehicles. The Company recorded a gain (loss) on remeasurement of finance lease of $ 4,257 and $( 43,023 ) during the three and nine months ended September 30, 2025, respectively.
The Company recorded a loss on remeasurement of finance lease of $ 0 and $( 18,583 ) during the three and nine months ended September 30, 2024, respectively.
Lease Position as of September 30, 2025
Right-of-use assets and lease liabilities for the Company’s finance leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:
September 30,
2025 December 31,
2024
Assets
Lease right-of-use assets $ 17,066,242 $ 15,337,299
Total lease assets $ 17,066,242 $ 15,337,299
Liabilities
Current liabilities:
Lease liability - current portion $ 5,275,265 $ 4,694,467
Noncurrent liabilities:
Lease liability, net of current portion 11,083,664 10,031,138
Total lease liability $ 16,358,929 $ 14,725,605
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Lease Terms and Discount Rate
The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of September 30, 2025:
Weighted average remaining lease term (in years) - finance leases 3.40
Weighted average discount rate - finance leases 5.84 %
Undiscounted Cash Flows
Future minimum lease payments under the finance leases as of September 30, 2025 are as follows:
Finance Leases
2025, remaining $ 1,573,229
2026 5,925,280
2027 4,791,491
2028 3,510,288
2029 1,868,751
2030 444,075
Total future minimum lease payments 18,113,114
Less effects of discounting ( 1,754,185 )
Present value of future minimum lease payments $ 16,358,929
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15. Other Expense
The Company recognized $ 1,192,482 and $ 1,103,016 of other expense for the three months ended September 30, 2025 and 2024, respectively, as set forth in the table below.
The Company recognized $ 2,434,425 and $ 1,837,655 of other expense for the nine months ended September 30, 2025 and 2024, respectively, as set forth in the table below.
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Other expense:
Interest expense, net $ 219,861 $ 505,085 $ 1,089,807 $ 1,387,743
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
(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 )
Other (income) expense ( 112,184 ) 435,825 99,639 ( 146,058 )
Total other expense $ 1,192,482 $ 1,103,016 $ 2,434,425 $ 1,837,655
16. Related Party Transactions
Historically, the Company has been involved in transactions with various related parties.
Legal Services
Ely D. Tendler is compensated for his services to the Company as General Counsel and Secretary through payments to Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”), a law firm owned by Mr. Tendler. All payments made to EDTSLS by the Company were for Mr. Tendler’s services to the Company as General Counsel and Secretary. No other services were provided by EDTSLS to the Company. The Company’s payments to EDTSLS for Mr. Tendler’s services totaled $ 323,735 and $ 412,353 for the three months ended September 30, 2025 and 2024, respectively, and $ 891,280 and $ 1,033,273 for the nine months ended September 30, 2025 and 2024, respectively.
Included in accounts payable were $ 0 a nd $ 55,545 due to related parties as of September 30, 2025 and December 31, 2024 , respectively . Included in accrued liabilities were $ 83,265 and $ 0 due to related parties as of September 30, 2025 and December 31, 2024, respectively, related to legal services.
Subcontractor Services
PrideStaff provides subcontractor services to the Company. PrideStaff is owned by a former operations manager of the Company and his spouse, and therefore, is a related party. The Company made subcontractor payments to PrideStaff totaling $ 500 and $ 7,685 for the three months ended September 30, 2025 and 2024, respectively, and $ 56,819 and $ 148,304 for the nine months ended September 30, 2025 and 2024, respectively.
Included in accounts payable wer e $ 0 and $ 17,149 due to related parties as of September 30, 2025 and December 31, 2024, respectively. Included in accrued liabilities were $ 0 a nd $ 13,097 due to related parties as of September 30, 2025 and December 31, 2024 related to subcontractor services.
Transition Services Agreement
On October 11, 2023, the Company and Anthony Capone, who resigned as Chief Executive Officer of the Company on
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September 15, 2023, entered into a separation and transition services agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Capone served as a consultant to the Company until March 15, 2024 (such period, the “Capone Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.
As compensation for his services during the Capone Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr. Capone received a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Capone Consulting Period. Mr. Capone did not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Capone Consulting Period. The Transition Agreement further acknowledges and affirms that Mr. Capone will be bound by and comply with certain restrictive covenants. The Company made no payments to Mr. Capone under the Transition Agreement for each of the three months ended September 30, 2025 and 2024, and $ 0 and $ 180,000 for the nine months ended September 30, 2025 and 2024, respectively.
There were no amounts included in accounts payable and accrued liabilities due to related parties as of September 30, 2025 and December 31, 2024, respectively, related to this Transition Agreement.
Consulting Agreement - Stan Vashovsky
On March 7, 2024, the Company entered into a separation and consulting agreement (the “Vashovsky Consulting Agreement”) with Stan Vashovsky, who retired as a director and Chair of the Board effective March 31, 2024. Pursuant to the Vashovsky Consulting Agreement, Mr. Vashovsky continued to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”). During the Vashovsky Consulting Period, Mr. Vashovsky provided advisory services as requested from time to time by the Company’s executive officers or the Board of Directors and assisted with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, received an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $ 35,000 . In consideration for a release of claims, Mr. Vashovsky was also eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period. The Vashovsky Consulting Agreement further acknowledges and affirms that Mr. Vashovsky will be bound by and comply with certain restrictive covena nts. The Company granted approximately $ 0 and $ 35,000 in RSUs to Mr. Vashovsky under the Vashovsky Consulting Agreement for the three and nine months ended September 30, 2025, respectively. The Company granted approximately $ 70,000 in RSUs to Mr. Vashovsky under the Vashovsky Consulting Agreement for the three and nine months ended September 30, 2024.
There were no amounts included in accounts payable and accrued liabilities as of September 30, 2025 and December 31, 2024, related to the Vashovsky Consulting Agreement.
Consulting Agreement - Steven Katz
On September 26, 2024, the Company entered into a transition consulting agreement (the “Katz Consulting Agreement”) with Steven Katz, who resigned as a director and independent Chair of the Board of Directors effective October 1, 2024. Pursuant to the Katz Consulting Agreement, Mr. Katz served as a consultant to the Company until December 31, 2024 (the “Katz Consulting Period”). During the Katz Consulting Period, Mr. Katz provided transition advisory services relating to the Board and its committees as requested from time to time by the Company’s executive officers or the Board of Directors.
As compensation for his services during the Katz Consulting Period, and subject to his compliance with the Katz Consulting Agreement, Mr. Katz received consulting fees in the amount of (i) $ 2,500 per month plus (ii) $ 400 for each hour of services rendered in excess of five hours during each month. During the Katz Consulting Period, Mr. Katz’s equity awards also continued to vest under the Plan. The Company m ade no payments to Mr. Katz under the Katz Consulting Period for the three months ended September 30, 2025 and 2024, respectively, and made payments totaling $ 2,500 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively.
Included in accounts payable wer e $ 0 and $ 2,500 due to related parties as of September 30, 2025 and December 31, 2024
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related to the Katz Consulting Agreement. There were no amounts i ncluded in accrued liabilities due to related parties as of September 30, 2025 and December 31, 2024 related to the Katz Consulting Agreement.
17. Income Taxes
As a result of the Company’s history of net operating losses, the Company had historically provided for a partial valuation allowance against its deferred tax assets for assets that were not more-likely-than-not to be realized. The Company’s benefit from (provision for) income taxes for the three months ended September 30, 2025 and 2024 were $ 13,511,429 and $( 4,488,828 ), respectively, and $ 21,861,861 and $( 13,316,752 ) for the nine months ended September 30, 2025 and 2024, respectively. In determining the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate adjusted for discrete items. This rate is based on the Company’s expected annual income, statutory tax rates and best estimates of non-taxable and non-deductible income and expense items.
In July 2025, the 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.
18. 401(k) Plan
The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees that complete two months of service with the Company are eligible to participate in the plan. The Company did not make any employer contributions to this plan as of September 30, 2025.
19. Legal Proceedings
From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the unaudited Condensed Consolidated Financial Statements.
California Labor Actions
On March 30, 2023, Paul Lowe v. Rapid Reliable Testing, LLC, et al. was filed in the Los Angeles Superior Court (the “Lowe Action”). The complaint alleges various wage and hour claims on behalf of the plaintiff and a putative class. The complaint also alleges a derivative class claim for violations of California’s Unfair Competition Law and seeks to bring a representative action pursuant to California’s Private Attorneys General Act of 2004 (“PAGA”).
In addition, Corielyn Marie Hall v. Rapid Reliable Testing, LLC, et al. involves two separate actions filed in the Los Angeles Superior Court by plaintiff Corielyn Hall (collectively with the Lowe Action, the “California Labor Actions”). The first action is a class complaint filed on December 14, 2023. Similar to the Lowe Action, it alleges various wage and hour claims on behalf of the plaintiff and a putative class and asserts a derivative class claim for violations of California’s Unfair Competition Law. The second action brought by Corielyn Hall was filed on February 20, 2024 and brings claims under PAGA.
Given the overlapping claims and time periods presented in the California Labor Actions, in an effort to reach a global resolution, these actions were mediated concurrently on February 5, 2025. The parties reached a resolution, in principle, at the mediation. Thereafter, the parties executed the settlement documents memorializing that resolution, and a motion for preliminary approval of the settlement was filed. The hearing on the motion for preliminary approval of the settlement is set for February 6, 2026.
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Stockholder Actions
On October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S. District Court for the Southern District of New York against the Company, its then-Chairman and former Chief Executive Officer, another former Chief Executive Officer, current Chief Financial Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy). On January 17, 2024, the Court appointed the Genesee County Employees’ Retirement System as the Lead Plaintiff. On March 18, 2024, the Lead Plaintiff filed an amended complaint against the Company, its now former Chairman and Chief Executive Officer, another former Chief Executive Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy). On June 21, 2024, the defendants moved to dismiss the amended complaint. On March 28, 2025, the motion was granted in part and denied in part. On April 25, 2025, the remaining defendants answered the complaint. The parties have reached an agreement to settle the action, subject to the approval of the district court.
On May 13, 2025 and June 3, 2025, respectively, two derivative actions were filed nominally on behalf of the Company in the Delaware Court of Chancery by Ryne Shetterly and Salma Daboul against certain current and former members of the Board of Directors, including the Company’s Chief Executive Officer and General Counsel, along with two former Chief Executive Officers, the Company’s Chief Financial Officer and Treasurer and its Executive Vice President of Strategy. Both complaints assert claims for breach of fiduciary duty and other related claims purportedly on behalf of the Company based on substantially similar factual allegations to those asserted in the securities class action matter discussed above, seeking various forms of monetary and injunctive relief. On August 5, 2025, the Delaware Court of Chancery consolidated the two derivative actions, and the parties agreed that the complaint filed in the Daboul action should serve as the operative complaint. The defendants have moved to dismiss the consolidated action, and their motion is currently due to be fully briefed in January 2026.
On August 19, 2025, Jung Jae Hyung filed another derivative complaint in the United States District Court for the Southern District of New York. The complaint asserts claims similar to those asserted in the consolidated action pending in the Delaware Court of Chancery and seeks relief similar to the relief sought in the consolidated action. He further alleges that he previously made a demand on the Board to assert his claims and the Board ignored it, which he deemed a refusal. The Company’s counsel informed Mr. Hyung’s counsel that the Board had appointed a committee to review his litigation demand, and the parties thereafter agreed pursuant to a stipulation entered on October 20, 2025 to stay the Hyung action while the review proceeds. Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any. The Company believes there are substantial defenses to these claims.
Cybersecurity Action
On August 22, 2024, Maria Ballesteros, individually and on behalf of others similarly situated, filed a complaint against Ambulnz NY, LLC, a subsidiary of the Company (“Ambulnz NY”), in the U.S. District Court for the Southern District of New York arising from a data security incident that the Company experienced in April 2024 (the “Cybersecurity Action”). The Cybersecurity Action alleged negligence, negligence per se, breach of fiduciary duty, breach of implied contract and violations of California’s Unfair Competition Law, the California Privacy Act and the California Consumer Records Act, and sought various forms of monetary and injunctive relief. Before Ambulnz NY responded to the complaint, the parties engaged in early mediation that resulted in a settlement in principle. The plaintiff subsequently dismissed the case from the Southern District of New York without prejudice to provide the parties time to finalize the settlement and for eventual re-filing in Florida state court. The parties thereafter entered into a formal settlement agreement, and the plaintiff re-filed the case in the Circuit Court of the Eleventh Judicial Circuit of Florida on March 21, 2025. The plaintiff also filed a motion for preliminary approval of the settlement on March 24, 2025.
On May 2, 2025, the court entered an order granting preliminary approval of the parties’ settlement agreement, directing notice to the settlement class and scheduling a final fairness hearing for August 22, 2025. The settlement class members then had a period of time to file a claim for the benefits under the settlement. The final fairness hearing took place as scheduled on August 22, 2025, and the court entered an order finally approving the settlement and dismissing the action. The settlement is on a claims-made basis, and as of the time of this filing, the administrator is still calculating the allowable claims. As a result, the exact amount that will be paid remains unknown. However, the Company maintains cybersecurity insurance coverage to limit its exposure to losses relating to cybersecurity incidents, including costs arising from litigation,
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and expects the total cost of the Cybersecurity Action settlement, including plaintiff attorneys’ fees, plaintiff service awards, and the cost of administration, to be covered by such insurance.
20. Risk and Uncertainties
Risks, Impacts and Uncertainties
The Company’s current business plan assumes increased demand for Mobile Health Services. Demand for such services was accelerated by the COVID-19 pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.
Government Contracts
In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue. While the Company expects government contract work to decline, both in absolute dollar terms and as a percentage of overall consolidated revenue, due primarily to the ending of large migrant-related projects in New York, the Company continues to bid on government contracts and expects some revenue from this sector in the future. However, government contract work is subject to risks and uncertainties. Government contract work subjects the Company to government audits, investigations and proceedings, which could also lead to the Company to being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated. Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement. Furthermore, a shift in government policies or priorities, at either the federal, state or local level, surrounding the allocation of public spending to health care-related projects, could have a large impact on the Company’s revenues in this area. A loss of or decline in government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations.
21. Subsequent Events
Acquisition of SteadyMD, Inc.
On October 20, 2025, Holdings acquired 100 % of SteadyMD, Inc. (“SteadyMD”), a provider of telehealth for digital health companies, labs, pharmacies, employers, and other healthcare innovators. SteadyMD offers a 50-state virtual clinician workforce, clinical operations, and world-class technology that powers real-time matching between patient needs and clinical expertise. SteadyMD’s scaled network of virtual providers aligns with the Company’s goal to achieve more efficient delivery of patient care. The aggregate purchase consideration consisted of $ 12,500,000 in cash consideration, subject to post-closing adjustments. The Company also agreed to pay SteadyMD up to an additional $ 12,500,000 (in cash or equity, at the Company’s election) in deferred consideration upon meeting certain performance conditions.
Due to the timing of the transaction, the Company has not yet completed the initial accounting for the business combination, including the determination of the fair values of the assets acquired and liabilities assumed. Accordingly, the preliminary purchase price allocation and the supplemental pro forma revenue and earnings of the combined entity is not included in this Quarterly Report on Form 10-Q. Following the acquisition, SteadyMD will be included within the Company’s Mobile Health Services operating segment.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.