Risk Factors.
+Added: You should carefully consider the risks described below, which could have a material adverse effect on our business, financial condition, reputation, results of operations (including revenues and profitability) and/or share price, with all of the other information included in this Annual Report.
+Added: The Company may not be able to accurately predict, control or mitigate these risks.
+Added: The disclosures in this section reflect DocGo’s beliefs and opinions as to factors that could materially and adversely affect DocGo in the future.
+Added: References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past .
+Added: In addition, the risks and uncertainties described below are not exhaustive and should not be considered a complete statement of all potential risks or uncertainties that the Company faces or may face in the future.
Risks Related to DocGo’s Business Strategy
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rising interest rates and recessionary fears;
−Removed: the geopolitical environment, including the war in Ukraine, conflict in the Middle East and surrounding areas and rising tensions in the Taiwan Strait;
+Added: the geopolitical environment, including uncertainty with respect to U.S.
+Added: relations with China and other countries;
+Added: the war in Ukraine, conflict in the Middle East and surrounding areas and rising tensions in the Taiwan Strait;
pandemics or endemics;
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DocGo typically incurs higher variable costs for labor and medical and other supplies in the initial stages of a project, as the focus at that stage is on ensuring that the projects are staffed and stocked properly, even at the risk of temporarily overstaffing the project until revenue achieves the anticipated scale.
−Removed: These risks are heightened when the client is a large enterprise, such as DocGo’s healthcare provider or government partners.
+Added: These risks are heightened when the client is a large enterprise, such as large healthcare systems, payors, or government partners.
See “—Risks Related to DocGo’s Business and Industry—DocGo’s reliance on government contracts could adversely affect its business” below.
−Removed: Accordingly, DocGo’s results of operations depend, in substantial part, on its ability
−Removed: to maintain and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs.
+Added: Accordingly, DocGo’s results of operations depend, in substantial part, on its ability to maintain and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs.
Additionally, as DocGo’s business grows, its client acquisition costs could outpace its build-up of recurring revenue, and DocGo may be unable to successfully manage its total operating costs to achieve profitability, or if achieved, to maintain profitability.
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The growth of DocGo’s business depends, in part, on its ability to execute on its acquisition strategy.
−Removed: A significant portion of DocGo’s historical growth has occurred through acquisitions, such as its acquisition of Government Medical Services, LLC, Ryan Brothers Ambulance Fort Atkinson, LLC , Exceptional Medical Transportation, LLC and Community Ambulance Service Ltd in 2022 and Cardiac RMS, LLC in 2023, and DocGo may continue to grow through acquisitions in the future.
+Added: A significant portion of DocGo’s historical growth has occurred through acquisitions, such as its acquisition of Government Medical Services, LLC, Ryan Brothers Ambulance Fort Atkinson, LLC , Exceptional Medical Transportation, LLC and Community Ambulance Service Ltd in 2022, Cardiac RMS, LLC in 2023, and Professional Technicians, LLC, SteadyMD, Inc.
+Added: and Primary Care Ambulance Corporation in 2025, and DocGo may continue to grow through acquisitions in the future.
DocGo’s growth strategy is primarily focused on geographic and services expansion, and acquisitions may help DocGo obtain the infrastructure, licenses or other resources necessary to enter new markets and provide new services in the future.
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Acquisitions can also involve post-transaction disputes regarding a number of matters, including a purchase price or working capital adjustment, earn-out or other contingent payments, environmental liabilities or other obligations.
−Removed: DocGo’s recent growth and its acquisition strategy have placed, and may continue to place, significant demands on management’s time, which may divert their attention from DocGo’s day-to-day business operations and may lead to significant due diligence and other expenses regardless of whether DocGo pursues or consummates any potential acquisition.
+Added: DocGo’s recent growth and its acquisition strategy have placed, and may continue to place, significant demands on management’s time, which may divert
+Added: their attention from DocGo’s day-to-day business operations and may lead to significant due diligence and other expenses regardless of whether DocGo pursues or consummates any potential acquisition.
DocGo also may not be able to manage its growth resulting from acquisitions due to the number, diversity and geographic disparity of the businesses it may acquire or for other reasons.
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Acquisitions require that DocGo integrate separate companies that have historically operated independently or as part of another, larger organization, and that have different systems, processes and cultures.
−Removed: DocGo may not be able to
−Removed: successfully integrate any business it has acquired or may acquire, or may not be able to do so in a timely, efficient or cost-effective manner.
+Added: DocGo may not be able to successfully integrate any business it has acquired or may acquire, or may not be able to do so in a timely, efficient or cost-effective manner.
Risks related to the successful integration of an acquired business include:
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If a contractual relationship carries termination rights, a partner may choose to exit the relationship prematurely and, in certain arrangements, the partner may have the option to sell its interest in the venture to DocGo or acquire DocGo’s stake, even if the venture is beneficial to DocGo and in DocGo’s interest to continue the venture.
−Removed: If one of DocGo’s partnerships or any of its strategic partners is subject to a regulatory investigation or legal dispute or is otherwise the subject of any negative publicity, DocGo may be associated with the matter and be similarly harmed, regardless of whether the specific partnership or DocGo itself had any connection to the underlying matters.
+Added: If one of DocGo’s partnerships or any
+Added: of its strategic partners is subject to a regulatory investigation or legal dispute or is otherwise the subject of any negative publicity, DocGo may be associated with the matter and be similarly harmed, regardless of whether the specific partnership or DocGo itself had any connection to the underlying matters.
In addition, DocGo may, in certain circumstances, be liable for the actions of its partners.
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While the mobile health/telehealth market is in an early stage of development, it is also competitive and DocGo expects it to become increasingly competitive in the future, which could make it difficult for DocGo to succeed.
−Removed: Major competitors (in each case relative to only some of DocGo’s products or services) include much larger, national or regional telehealth or in-home healthcare service providers such as DispatchHealth, Modivcare, Addus HomeCare, Option Care Health, Teladoc, Amwell, Signify Health (acquired by CVS in March 2023), MedArrive, Biofourmis and One Medical (acquired by Amazon in February 2023).
+Added: Major competitors (in each case relative to only some of DocGo’s products or services) include much larger, national or regional telehealth or in-home healthcare service providers such as DispatchHealth, Modivcare, Option Care Health, Teladoc, Amwell, Signify Health (acquired by CVS in March 2023), MedArrive, Biofourmis and One Medical (acquired by Amazon in February 2023).
DocGo also believes there are several smaller, private organizations providing in-home or on-site care utilizing different, higher cost healthcare providers.
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Even if DocGo has an existing contract with a healthcare provider, the contract does not create any exclusive relationship, and even if DocGo is given preferred status, the customer often still conducts business with one or more of DocGo’s competitors.
−Removed: For example, execution under DocGo’s medical transportation services contracts requires that an ambulance or other necessary fleet
−Removed: vehicle be available and within a certain proximity at the time of need and, if one is not available, the customer can and will seek alternative options.
+Added: For example, execution under DocGo’s medical transportation services contracts requires that an ambulance or other necessary fleet vehicle be available and within a certain proximity at the time of need and, if one is not available, the customer can and will seek alternative options.
Furthermore, certain of DocGo’s contracts will expire during each fiscal period, and DocGo may be required to seek renewal of these contracts through a formal bidding process, or, in some cases, either DocGo or the customer may decline to seek renewal.
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The wind-down of all services under such contract accelerated during the third quarter of 2024 and was completed in the fourth quarter of 2024.
−Removed: As a result, Mobile Health Services revenues were significantly lower in the fourth quarter of 2024 than in any of the first three quarters of the year.
+Added: As a result, Mobile Health Services revenues were significantly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Even if DocGo is successful in renewing a contract, the contract may contain terms that are not as favorable to DocGo as its current contracts.
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DocGo’s reliance on government contracts could adversely affect its business.
−Removed: In recent years, DocGo’s government contract work has represented a substantial portion of its overall revenue, representing approximately 72%, 73% and 64% of DocGo’s revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and maintaining and continuing to grow this revenues stream is an important part of DocGo’s growth strategy.
−Removed: However, government contract work is subject to significant risks and uncertainties.
+Added: In recent years, DocGo’s government contract work has represented a substantial portion of its overall revenue, representing approximately 48%, 72% and 73% of DocGo’s revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
+Added: While government contract work is no longer core to DocGo’s growth strategy, DocGo anticipates some level of revenue from such work going forward.
+Added: Government contract work is subject to significant risks and uncertainties.
For example, only eligible parties can bid on and service most government contracts, which requires DocGo to comply with various statutes, rules, regulations and other governmental policies, including those related to wages, benefits, overtime, working conditions, equal employment opportunity, affirmative action and drug testing.
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Additionally, governments are typically under no obligation to maintain funding at any specific level, and funds for government programs can be eliminated with little or no notice.
−Removed: Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s tax revenues, as well as recent changes in the U.S.
−Removed: administration, including administrative priorities, and potential changes in the controlling political party in these municipalities, who might be less favorably inclined toward government spending on healthcare and other social services, particularly as these services are provided to recent migrants, the long-term outlook for funding for certain government programs is uncertain.
+Added: Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s tax revenues, as well as recent changes in the policies and priorities of the U.S.
+Added: administration, and potential changes in the controlling political party in municipalities, who might be less favorably inclined toward government spending on healthcare and other social services, the long-term outlook for funding for certain government programs is uncertain.
As a result, contracts with government agencies may only be partially funded or may be terminated, and DocGo may not realize all of the potential revenue from those contracts.
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Under these circumstances, the contractor typically receives payment only for the lesser of the work completed or the amount authorized under the contract, but not the anticipated revenue and profit that could have been earned had the contract been completed.
−Removed: A temporary stoppage or delay or the complete cancellation of a project can create inefficiencies, such as leaving portions of DocGo’s fleet idle for a significant period of time, cause DocGo to lose some or all of its investment in the project or result in financial and other damages that DocGo may not be able to recover from the government.
+Added: A temporary stoppage or
+Added: delay or the complete cancellation of a project can create inefficiencies, such as leaving portions of DocGo’s fleet idle for a significant period of time, cause DocGo to lose some or all of its investment in the project or result in financial and other damages that DocGo may not be able to recover from the government.
The timing of project awards, including expansions of existing projects, is also unpredictable and can involve complex and lengthy negotiations and competitive bidding processes.
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Changes in government policy or the political landscape relating to immigration or population health programs may also result in a decrease in DocGo’s government contract work and related revenues.
−Removed: Other risks associated with government contracting include more extended collection cycles, due in part to the sometimes prolonged contract registration process, and heightened or unlimited indemnification obligations.
+Added: Other risks associated with government contracting include more extended collection cycles, due in part to the sometimes prolonged contract registration, invoicing and payment processes, and heightened or unlimited indemnification obligations required in government contracts.
Any failure to maintain and grow DocGo’s government contract revenues for one or more of these or any other reasons could adversely affect DocGo’s business, financial condition and results of operations.
−Removed: A significant portion of DocGo’s recent revenue growth is derived from a small number of large customers.
−Removed: A significant portion of DocGo’s revenues and income growth in 2024 was derived from a from a limited number of customers.
−Removed: For the year ended December 31, 2024, one customer accounted for approximately 38% of total revenues, while another customer accounted for approximately 28% of total revenues.
−Removed: DocGo’s largest customer in 2024 was a public benefit corporation, operating and provisioning services on behalf of a variety of municipal agencies.
+Added: A significant portion of DocGo’s recent revenue is derived from a small number of large customers.
+Added: A significant portion of DocGo’s revenues in 2025 was derived from one customer, which accounted for approximately 33% of total revenues.
+Added: This customer was a public benefit corporation, operating and provisioning services on behalf of a variety of municipal agencies.
DocGo’s services for this customer are provided under several different contracts, spanning a variety of projects.
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However, termination of any one of those particular contracts does not necessarily indicate a greater likelihood of termination of any of the customer’s other contracts, as these contracts are awarded on a per project basis, with each project running independently of the others.
−Removed: DocGo’s second largest customer in 2024 was a municipal agency, and DocGo ceased providing services to such agency in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in the fourth quarter of 2024 compared to any of the first three quarters of 2024.
DocGo cannot assure you that its largest customer or other large customers will continue to do business with DocGo on terms or at rates currently in effect, if at all, or will not elect to do business with DocGo’s competitors or otherwise perform their own services themselves.
+Added: For example, DocGo’s second largest customer in 2024 and 2023 was a municipal agency, and DocGo ceased providing services to such agency in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in 2025 compared to 2024 or 2023.
The loss of one of DocGo’s other top customers, if not offset by revenues from new or other existing customers, could adversely affect DocGo’s business, financial condition and results of operations.
−Removed: Negative media coverage could damage DocGo's reputation and harm its ability to bid for and win government and other contracts.
+Added: Impairments of the carrying value of DocGo’s goodwill and other intangible assets have adversely affected its financial condition and results of operations and could again in the future.
+Added: DocGo’s goodwill and other intangible assets have represented a significant portion of its total assets.
+Added: DocGo tests its goodwill and indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the goodwill or other intangible assets will be impaired.
+Added: A significant amount of judgment is involved in determining if an indication of impairment exists.
+Added: Factors indicating impairment of goodwill or other intangible assets may include, among others:
+Added: (i) severe adverse industry or economic trends;
+Added: (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations;
+Added: (iii) current, historical or projected deterioration of DocGo’s financial performance;
+Added: or (iv) a sustained decrease in DocGo’s market capitalization, as indicated by its publicly quoted share price, below its net carrying value.
+Added: There are inherent uncertainties in management’s estimates, judgments, and assumptions used in the impairment evaluation process.
+Added: During the year ended December 31, 2025, impairments of the carrying value of DocGo’s goodwill and other intangible assets have adversely affected its financial condition and results of operations.
+Added: For example, during the third quarter of 2025, DocGo noted a sustained reduction of revenue and forecasts in connection with its Mobile Health Services operating segment, and performed an interim impairment test of its goodwill as well as its customer relationships in Rapid Temps and trade credits, both of which are finite-lived intangible assets within the Mobile Health Services operating segment.
+Added: This resulted in a non-cash goodwill impairment charge of $8,718,398 and a total non-cash finite-lived intangible asset impairment charge of $8,020,343 for the year ended December 31, 2025.
+Added: In addition, during the fourth quarter of fiscal 2025, DocGo identified a sustained decrease in its publicly quoted share price and market capitalization, and accordingly, performed a test of its goodwill and intangible assets within the Mobile Health Services, Transportation Services, and Corporate operating segments.
+Added: The asset groups other than goodwill
+Added: identified for impairment testing consisted of computer software, operating licenses, internally developed software, material contracts, customer relationships, trademarks, non-compete agreements, domain names, software license agreements, and acquired developed technology.
+Added: This resulted in a non-cash goodwill impairment charge of $49,509,698 and a total intangible asset impairment charge of $22,627,902 for the year ended December 31, 2025.
+Added: To the extent DocGo regains goodwill or other intangible assets, we cannot guarantee that in future periods we will not be required to recognize additional impairment charges, which could adversely affect our financial condition and results of operation.
+Added: For further information on our evaluation of impairment of our goodwill, please read the discussion in Note 2, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements.
+Added: Negative media coverage and publicity could damage DocGo's reputation and harm its ability to bid for and win government and other contracts.
DocGo’s reputation has been, and could in the future be, adversely affected by unfavorable publicity regarding, for example, the Company, its products or services, its management team and board of directors, its government contracts and its financial performance, regardless of whether such claims are accurate.
−Removed: For example, DocGo has been the subject of media coverage regarding certain of its contracts with New York City.
+Added: For example, DocGo has been the subject of media coverage and other publicity regarding certain of its contracts with New York City.
Any such negative publicity could have an adverse effect on DocGo’s relationships with its customers, and accordingly, harm its ability to bid for and win government and other contracts.
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Although DocGo believes that the vehicles and supplies that its operations require are available from alternative sources, if any of DocGo’s current suppliers do not meet its needs, and DocGo is unable to find adequate alternative sources, or if DocGo experiences material price increases from these suppliers that it is unable to mitigate, it could have a material adverse effect on DocGo’s business, financial condition and results of operations.
−Removed: DocGo’s participation in partnerships based value-based reimbursement models may have a material adverse effect on its business, financial condition and results of operations.
+Added: DocGo’s participation in partnerships driven by value-based reimbursement models may have a material adverse effect on its business, financial condition and results of operations.
As part of its business strategy, DocGo intends to enter into partnerships with health plans based on value-based reimbursement models that involve risk-sharing.
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As a result, new and existing laws, regulations or regulatory guidance could subject DocGo to the risk of restructuring or terminating these partnerships, as well as regulatory enforcement, penalties and sanctions if state or federal government enforcement agencies disagree with DocGo’s interpretation of applicable laws.
−Removed: These and other risks related to DocGo’s participation in partnerships based on value-based reimbursement models may have a material adverse effect on its business, financial condition and results of operations.
+Added: These and other risks related to
+Added: DocGo’s participation in partnerships based on value-based reimbursement models may have a material adverse effect on its business, financial condition and results of operations.
DocGo may enter into a large-scale deployment of resources in response to a national emergency as a subcontractor to FEMA or other similar entities, which may adversely affect DocGo’s business.
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As such, there is limited information on which to base an evaluation of its business and prospects.
−Removed: DocGo’s operations are subject to all of the risks inherent in the establishment of a business,
−Removed: including adding management personnel, managing general expenditures and managing the timing of payments to vendors and cash receipts from customers, and its success may be limited by unexpected expenses, difficulties, inefficiencies, complications and delays, including the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion, market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities, competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate partners and collaborators.
+Added: DocGo’s operations are subject to all of the risks inherent in the establishment of a business, including adding management personnel, managing general expenditures and managing the timing of payments to vendors and cash receipts from customers, and its success may be limited by unexpected expenses, difficulties, inefficiencies, complications and delays, including the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion, market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities, competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate partners and collaborators.
Any failure to successfully address these and other risks and uncertainties commonly associated with early-stage companies could seriously harm DocGo’s business and prospects, and it may not succeed given the challenges it faces in the markets in which it operates or may choose to expand into in the future.
Additionally, DocGo’s strategy of providing healthcare transportation services with significant reliance on a mobile platform is novel, the mobile health and telehealth industry is nascent and still evolving, and there are no well-established companies offering the “last-mile” mobile health solutions that DocGo offers, all of which carry their own unique risks, including market and consumer acceptance and adoption.
−Removed: Any evaluation of DocGo’s business and its prospects must be considered in light of these factors and the other risks and uncertainties frequently encountered by companies in this early stage of development.
+Added: Any evaluation of
+Added: DocGo’s business and its prospects must be considered in light of these factors and the other risks and uncertainties frequently encountered by companies in this early stage of development.
No assurance can be given that DocGo will be able to successfully navigate these issues or implement any of its growth strategies in a timely or effective manner, which could negatively impact DocGo’s business, financial condition and results of operations.
Much of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts and migrant-related projects.
−Removed: The Company estimates that COVID testing related revenue for 2021 was approximately $110 million and $75 million in 2022.
However, as the COVID-19 pandemic has reached endemic levels and the public health emergency declaration has ended, demand for COVID-related products has subsided, DocGo’s COVID testing-related revenues have declined, and in 2023 such revenues represented an insignificant proportion of the Company’s overall revenues.
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The wind down of all services under such contract accelerated during the third quarter of 2024 and was completed in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in the fourth quarter of 2024 compared to any of the first three quarters of 2024.
−Removed: While the exact timing of the wind-down of the remaining services under other contracts is still unknown, the wind-down of services is underway and the Company expects that the revenues from these migrant-related projects will be significantly lower in 2025 than they were in 2024 and in the second half of 2023.
+Added: While DocGo continued to provide migrant-related services under other contracts during 2025, the wind-down of such services was completed in the fourth quarter of 2025, and DocGo expects that the revenues from any migrant-related projects will be relatively insignificant in 2026.
DocGo’s future growth will be driven by its ability to execute and generate revenue from other initiatives.
DocGo’s ability to forecast its future operating results is limited and subject to a number of uncertainties, including its ability to predict revenue and expense levels and plan for and model future growth.
−Removed: DocGo has a history of losses, expects its operating expenses to increase significantly in the foreseeable future and may not achieve or sustain profitability.
+Added: DocGo has a history of losses, faces the possibility of further operating losses in the future and may not achieve or sustain profitability or have sufficient liquidity to continue operating as planned.
Prior to the Business Combination, Ambulnz recorded a net loss each fiscal year from its inception in 2015 to 2021, including a net loss of $14.8 million for the fiscal year ended December 31, 2020.
−Removed: As of December 31, 2024, DocGo had an accumulated deficit of approximately $1.4 million.
−Removed: While DocGo has historically been able to generate revenues and believes its business strategy provides for predictable revenue streams in future periods, its revenues may not increase in future periods, and it may resume incurring net losses for some time as it continues to grow.
+Added: DocGo also recorded a net loss of approximately $196.4 million for the year ended December 31, 2025, and, as of December 31, 2025, had an accumulated deficit of approximately $183.8 million.
+Added: While DocGo has historically been able to generate revenues and believes its business strategy provides for predictable revenue streams in future periods, its revenues may not increase in future periods, and it may continue to incur net losses.
Even if DocGo generates net income in a given year, there remains the likelihood that it could incur net losses in any given quarter, given the fluctuating nature of revenues and expenses, particularly given the significant costs that are incurred during the beginning stages of new projects, coupled with marketing and personnel costs incurred for developing potential new business lines.
It is difficult for DocGo to predict its future results of operations, and it expects its operating expenses to increase significantly over the next several years as it continues to expand its operations and infrastructure, acquire additional vehicles, hire additional personnel, make and integrate future acquisitions and invest in technology and research and development.
−Removed: If DocGo fails to increase its revenue to offset the increases in its operating expenses or fails to control operating expenses such as costs for labor, medical and other supplies, fuel, and insurance, DocGo may not achieve or sustain profitability in the future.
+Added: If DocGo fails to increase its revenue to offset the increases in its operating expenses or fails to control operating expenses such as costs for labor, medical and other supplies, fuel, and insurance, DocGo may not achieve or sustain profitability in the future or have sufficient liquidity to continue operating as planned.
If DocGo is unable to effectively manage its growth, its financial performance and future prospects will be adversely affected.
−Removed: Since DocGo’s inception, it has experienced rapid growth in the United States and more recently, internationally in the United Kingdom, and it expects to continue to grow in the future.
+Added: Since DocGo’s inception, it has experienced rapid growth in the United States and internationally in the United Kingdom, and it expects to continue to grow in the future.
For example, prior to the Business Combination, the revenues of Ambulnz were approximately $30.9 million for the year ended December 31, 2017, and the revenues of DocGo were approximately $322.2 million for the year ended December 31, 2025.
−Removed: In addition, DocGo’s employee base has grown to over 4,400 employees (exclusive of independent contractors and agency employees) as of December 31, 2024.
+Added: In addition, DocGo’s employee base has grown to nearly 3,600 employees (exclusive of independent contractors and agency employees) as of December 31, 2025.
This growth has placed, and may continue to place, significant strain on DocGo’s management, its operational and financial infrastructure and its controls and procedures, which may not be adequate to support this growth or sustain further expansion in the future.
DocGo’s ability to effectively manage its growth has required, and will continue to require, it to expand and improve its operational and financial infrastructure, including its controls and procedures, and to retain, attract, train, motivate and manage employees, including qualified medical professionals, operations personnel and financial and accounting staff.
−Removed: Additionally, DocGo has needed to, and will continue to need to, integrate new technologies and acquisitions into its existing business and establish consistent policies across regions and functions.
+Added: Additionally, DocGo has needed to, and will continue to need to, integrate new technologies and
+Added: acquisitions into its existing business and establish consistent policies across regions and functions.
Achieving these goals has required DocGo to commit substantial financial, operational and technical resources, and DocGo expects these demands to persist, and very likely to increase, as it continues to grow in the future.
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In addition, any financial difficulties, such as bankruptcy, faced by DocGo’s third-party data center operators, AWS or any of the service providers with whom they or DocGo contract may have negative effects on DocGo’s business, the nature and extent of which are difficult to predict.
−Removed: Additionally, if DocGo’s data centers or AWS is unable to meet DocGo’s growing needs for capacity, this could have an adverse effect on DocGo’s business.
+Added: Additionally, if DocGo’s data centers or AWS are unable to meet DocGo’s growing needs for capacity, this could have an adverse effect on DocGo’s business.
For example, a rapid expansion of DocGo’s business could affect the service levels at DocGo’s data centers or cause such data centers and systems to fail.
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However, DocGo has experienced, and may experience in the future, interruptions and delays in services and availability from time to time.
−Removed: In the event of a catastrophic event with respect to one or more of DocGo’s systems, DocGo may experience an extended period of system unavailability, which could negatively impact DocGo’s relationship with clients and customers.
+Added: In the event of a catastrophic event with respect to one or more of DocGo’s systems, DocGo may experience an extended period of system
+Added: unavailability, which could negatively impact DocGo’s relationship with clients and customers.
To operate without interruption, both DocGo and its service providers must guard against:
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DocGo’s computer-aided dispatch system is also used to route, dispatch and report on home health and medical transportation services.
−Removed: Proprietary software development is time-consuming,
−Removed: expensive and complex, and may involve unforeseen difficulties.
+Added: Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties.
DocGo encounters technical obstacles from time to time, and it is possible that DocGo may discover additional problems that prevent its proprietary applications from operating properly or in accordance with its contractual obligations to its customers.
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Material performance problems, defects or errors in DocGo’s existing or new software-based products and services may arise in the future and may result from interface of DocGo’s solution with systems and data that DocGo did not develop and the function of which is outside of DocGo’s control or undetected in its testing.
−Removed: These defects and errors, and any failure by DocGo to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to DocGo’s reputation and increased service and maintenance costs.
+Added: These defects and errors, and any failure by DocGo to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to DocGo’s reputation and increased service and maintenance
Defects or errors may discourage existing or potential clients from purchasing DocGo’s solution.
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DocGo’s third-party licenses are typically non-exclusive and its competitors may obtain the right to use any of the technology covered by these licenses to compete directly with it.
−Removed: If any of DocGo’s technology partners limits access or modifies their products, standards or terms of use in a manner that degrades the functionality or performance of DocGo’s platform, that is otherwise unsatisfactory or adverse to DocGo, or that gives preferential treatment to competitive products or services, DocGo’s business, financial condition and results of operations could be adversely affected.
+Added: If any of DocGo’s technology partners limits access or modifies their products, standards or terms of use in a manner that degrades the functionality or performance of DocGo’s platform, that is otherwise unsatisfactory or adverse to
+Added: DocGo, or that gives preferential treatment to competitive products or services, DocGo’s business, financial condition and results of operations could be adversely affected.
Some of DocGo’s software and systems contain open-source software, which may pose particular risks to DocGo’s proprietary software, technologies, products and services in a manner that could harm its business.
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Various other factors may also cause system failures, including power outages, catastrophic events, inadequate or ineffective redundancy, issues with upgrading or creating new systems or platforms, flaws in third-party software or services, errors or intentional acts by DocGo’s employees or third-party service providers, breaches in the security of these systems or platforms or other cybersecurity incidents.
−Removed: These and other issues can create system
−Removed: disruptions, shutdowns or unauthorized access to, or disclosure, exfiltration, manipulation, corruption, loss or modifications of, such sensitive data or information, including PHI or PII.
+Added: These and other issues can create system disruptions, shutdowns or unauthorized access to, or disclosure, exfiltration, manipulation, corruption, loss or modifications of, such sensitive data or information, including PHI or PII.
For example, during 2024 DocGo identified and publicly disclosed a cybersecurity incident involving a threat actor.
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DocGo takes certain administrative, physical and technological safeguards to address these risks, such as requiring contractors and other third-party service providers who handle this PHI, other PII and other sensitive information to enter into agreements that contractually obligate them to use reasonable efforts to safeguard such information.
−Removed: DocGo attained ISO 27001 certification for its subsidiary Dara Technologies, LLC (“Dara”) in November 2021 and the entire Company’s systems were certified as Service Organization Controls (“SOC”) 2 Type I compliant in October 2024.
−Removed: DocGo is also in the process of preparing for a SOC 2 Type II audit.
−Removed: Measures taken to protect DocGo’s systems, those of its contractors or third-party service providers, or the PHI, other PII, or other sensitive information DocGo or its contractors or third-party service providers process or maintain, may not adequately protect DocGo from the risks associated with the collection, storage, processing and transmission of such sensitive information.
−Removed: Additionally, updates or upgrades to systems, including those currently underway with respect to SOC 2 Type II compliance, are time-consuming and costly, may not be effective in preventing data breaches or operate as designed and could create new inefficiencies or vulnerabilities.
+Added: DocGo attained ISO 27001 certification for its subsidiary Dara Technologies, LLC (“Dara”) in November 2021 and the entire Company’s systems were certified as Service Organization Controls (“SOC”) 2 Type I compliant in October 2024 followed by SOC 2 Type II in December 2025.
+Added: Measures taken to protect DocGo’s systems, those of its
+Added: contractors or third-party service providers, or the PHI, other PII, or other sensitive information DocGo or its contractors or third-party service providers process or maintain, may not adequately protect DocGo from the risks associated with the collection, storage, processing and transmission of such sensitive information.
+Added: Additionally, updates or upgrades to systems, including those currently underway following an annual NIST CSF 2.0 risk assessment, are time-consuming and costly, may not be effective in preventing data breaches or operate as designed and could create new inefficiencies or vulnerabilities.
DocGo may also be required to expend significant capital and other resources to address problems caused by security breaches or other cybersecurity incidents.
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As a result, DocGo or its third-party service providers may be unable to anticipate these techniques or to implement adequate protective measures.
−Removed: If DocGo is unable to earn and/or maintain necessary certifications, including ISO 27001 certification for Dara and SOC 2 compliance for the entire Company, it could result in reputational harm and customer churn and adversely affect DocGo’s ability to provide its services.
+Added: If DocGo is unable to earn and/or maintain necessary certifications, including ISO 27001 certification for Dara and SOC 2 Type II compliance for the entire Company, it could result in reputational harm and customer churn and adversely affect DocGo’s ability to provide its services.
As a result, DocGo’s revenue may decline and its business, financial condition and results of operations may be adversely affected.
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collect, process, and prepare company financial information;
−Removed: and provide information about DocGo’s current
−Removed: and future services.
+Added: and provide information about DocGo’s current and future services.
Any such cybersecurity incident could also compromise DocGo’s trade secrets and other proprietary information, which could adversely affect DocGo’s business and competitive position.
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The use of artificial intelligence (“AI”) in DocGo’s operations poses inherent risks and could adversely affect DocGo’s business.
−Removed: DocGo currently uses certain third-party AI enhancements in its platform, and DocGo is also exploring the possibility of incorporating additional AI systems in its operations in the future with the intent to enhance efficiency and effectiveness.
+Added: DocGo currently uses certain third-party AI enhancements in its platform, and has also incorporated additional AI systems in its operations and is in the process of adding additional AI-driven workflows.
+Added: DocGo’s R&D efforts include,
+Added: among other things, the development of innovative software and services as well as the adoption and responsible integration of AI and machine learning (“ML”) capabilities across its products and internal operations, including the development, training, validation, deployment, and ongoing monitoring of ML models and related systems.
+Added: DocGo also intends to develop integrations with third-party products and services, mobile applications, automation tools to improve workforce productivity and operational efficiency, and other new offerings.
+Added: These initiatives may require significant capital and operating expenditures, specialized technical expertise, access to high-quality data, robust computing infrastructure, and effective governance and controls.
+Added: DocGo’s ability to realize anticipated benefits from AI adoption, ML training, and workforce automation depends on, among other things, its ability to execute effectively;
+Added: maintain model performance and reliability over time;
+Added: manage the risks associated with bias, errors, data quality, and security;
+Added: comply with evolving legal and regulatory requirements;
+Added: and achieve adoption by employees, customers, and partners.
Flaws, breaches or malfunctions in these systems could lead to operational disruptions, data loss or erroneous decision-making, impacting DocGo’s operations, financial condition and reputation.
−Removed: Using and investing in AI while the technology is still developing also exposes DocGo to additional risks.
−Removed: The legal and regulatory landscape and industry standards surrounding AI technologies is rapidly evolving and remains uncertain, and compliance or legal challenges may impose operational costs and may limit DocGo’s ability to develop, deploy or use AI technologies.
+Added: In addition, the legal and regulatory landscape and industry standards surrounding AI technologies is rapidly evolving and remains uncertain, and compliance or legal challenges may impose operational costs and may limit DocGo’s ability to develop, deploy or use AI technologies.
Furthermore, the deployment of AI systems could expose DocGo to increased cybersecurity threats, such as data breaches and unauthorized access leading to financial losses, legal liabilities, and reputational damage.
−Removed: DocGo also faces competitive risks if it fails to adopt AI or other machine-learning technologies in a timely manner.
+Added: DocGo also faces competitive risks if it fails to adopt AI or other ML technologies in a timely manner.
+Added: If DocGo fails to innovate, deploy, and scale its AI capabilities, or if its investments do not produce the expected returns, its market position, operating results, and revenue may be adversely affected.
Risks Related to DocGo’s Operations
+Added: DocGo’s current liquidity could raise substantial doubt about its ability to continue as a going concern, which may materially and adversely affect its business, financial condition, results of operations and prospects.
+Added: Pursuant to ASC 205, Presentation of Financial Statements, DocGo is required to and does evaluate at each annual and interim financial statement period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
+Added: Based on the definitions in the relevant accounting standards, the report from DocGo’s independent registered public accounting firm for the year ended December 31, 2025 includes an explanatory paragraph stating that DocGo’s current operating results, losses from operations in 2025, and certain other conditions could raise substantial doubt about DocGo’s ability to continue as a going concern.
+Added: However, DocGo’s management has concluded that such substantial doubt was alleviated as a result of its plan to enhance DocGo’s liquidity position.
+Added: While management believes that its plan to address and alleviate substantial doubt about DocGo’s ability to continue as a going concern is probable of being achieved, and the Consolidated Financial Statements have accordingly been prepared assuming that DocGo will continue as a going concern, there can be no assurance that the plan will produce the anticipated results or provide any benefit at all.
+Added: See Note 2, “Summary of Significant Accounting Policies—Liquidity and Going Concern” to the Consolidated Financial Statements and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
+Added: If DocGo is unable to fund its liquidity needs, DocGo will not be able to continue to operate its business pursuant to its current business plan, which would require DocGo to further modify its operations to reduce spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all of its ongoing or planned investments in corporate infrastructure, business development, sales and marketing, product development and other activities, or selling or shutting down certain business lines or assets, or DocGo may be forced to discontinue its operations entirely and/or liquidate assets, in which case it is likely that equity investors would lose most or all of their investment.
+Added: Any future substantial doubt about DocGo’s ability to continue as a going concern may also affect the price of the Common Stock and DocGo’s credit rating, negatively impact relationships with third parties with whom DocGo does business, including customers, vendors, lenders and employees, prevent DocGo from identifying, hiring or retaining the key personnel that may be necessary to operate and grow its business and limit DocGo’s ability to raise additional capital.
+Added: Any of the foregoing factors could have a material adverse effect on DocGo’s business, financial condition, results of operations and prospects.
DocGo’s success depends on its key management personnel.
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The loss of any of DocGo’s key personnel could affect its ability to run its business effectively.
−Removed: DocGo’s success will depend on its ability to retain its current management and to develop, attract and retain qualified personnel in the future.
+Added: DocGo’s success will
+Added: depend on its ability to retain its current management and to develop, attract and retain qualified personnel in the future.
Competition for senior management personnel is intense with increasingly aggressive compensation packages, and DocGo cannot assure you that it can retain its key personnel or that its succession planning will prove effective.
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Any union activity that may occur within DocGo’s workforce in the future could contribute to increased labor costs.
−Removed: Certain proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election
−Removed: procedures could increase the likelihood of employee unionization attempts.
+Added: Certain proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election procedures could increase the likelihood of employee unionization attempts.
Although none of DocGo’s employees are currently represented by a collective bargaining agreement, to the extent a significant portion of its employee base unionizes, it is possible DocGo’s labor costs could increase materially.
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DocGo ultimately bills a number of different payors, including private insurance, Medicare and Medicaid, the healthcare provider or facility and self-pay patients.
−Removed: These different payors typically have different billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or
−Removed: incorrect or incomplete information could result in delays or partial or complete non-payment for the services DocGo has rendered.
+Added: These different payors typically have different billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or incorrect or incomplete information could result in delays or partial or complete non-payment for the services DocGo has rendered.
Changes in payor mix, particularly those that increase the percentage of patients covered by lower paying government programs as compared to private insurance or that increase the percentage of self-pay patients, can reduce the amount DocGo receives for its services and adversely affect DocGo’s ability to collect on its receivables.
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If DocGo is unable to enhance its offerings and network capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently, or more securely than DocGo’s offerings, its business, financial condition and results of operations could be adversely affected.
−Removed: DocGo’s success will also depend on the availability of its mobile apps in app stores and in “super-app” environments, and the creations, maintenance and development of relationships with key participants in related industries,
−Removed: some of which may also be DocGo’s competitors.
+Added: DocGo’s success will also depend on the availability of its mobile apps in app stores and in “super-app” environments, and the creations, maintenance and development of relationships with key participants in related industries, some of which may also be DocGo’s competitors.
In addition, if accessibility of various apps is limited by government actions, the full functionality of devices may not be available to its members.
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DocGo’s reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions.
−Removed: DocGo uses these actuarial estimates to determine appropriate reserves, and DocGo’s reserves could be significantly affected if current and future occurrences differ from historical claim trends and expectations.
+Added: DocGo uses these actuarial estimates to determine appropriate reserves, and DocGo’s reserves could be significantly affected if current and future occurrences differ from historical claim trends and
+Added: expectations.
While DocGo monitors claims closely when it estimates reserves, the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions DocGo uses in these estimates.
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DocGo’s capital expenditure requirements primarily relate to maintaining, growing and upgrading its vehicle fleet and medical equipment to serve its customers and remain competitive.
−Removed: The aging of DocGo’s ambulance fleet requires
−Removed: DocGo to make regular capital expenditures, including to lease newer replacement ambulances to maintain its current level of service.
+Added: The aging of DocGo’s ambulance fleet requires DocGo to make regular capital expenditures, including to lease newer replacement ambulances to maintain its current level of service.
DocGo’s net capital expenditures totaled $4.3 million, $3.3 million and $6.6 million in the years ended December 31, 2025, 2024 and 2023, respectively, representing acquisitions of property and equipment, less the proceeds from disposals of property and equipment.
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• geopolitical, social, macroeconomic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts, such as the war in Ukraine, conflict in the Middle East and rising tensions in the Taiwan Strait;
+Added: uncertainty in U.S.
+Added: relations with other countries;
pandemics and endemics;
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Foreign operations bring increased complexity, and the costs of managing or overseeing foreign operations, including adapting and localizing services or systems to specific regions and countries, can be material.
−Removed: Further, international operations carry inherent uncertainties regarding the effect of local or domestic actions, such as the unpredictable impact of the United Kingdom’s exit from the European Union (Brexit) and the uncertainty regarding how the agreements reached will operate, any of which could be material.
+Added: Further, international operations carry inherent uncertainties regarding the effect of local or domestic actions, such as the long-term impact of the United Kingdom’s exit from the European Union (Brexit), any of which could be material.
International operations also carry financial risks such as those related to fluctuations in foreign currency exchange rates and disparate tax laws.
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Any material disruption caused by natural disasters or severe weather events, including, fires, floods, hurricanes, volcanoes and earthquakes and other catastrophic events (in each case, including due to climate change or otherwise and/or that may increase due to climate change);
−Removed: loss or shortages;
+Added: power loss or shortages;
environmental disasters;
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If any disruption results in the destruction of some or all of DocGo’s fleet, causes significant disruption to DocGo’s business or the businesses of its customers or suppliers, contributes to a general decrease in local, regional or global macroeconomic activity or otherwise impairs DocGo’s ability to meet customer demands, or if DocGo is not able to develop or execute on an adequate recovery plan in such circumstances, DocGo’s business, financial condition and results of operations could be materially adversely affected.
−Removed: We may be subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impact of our business, which have the potential to disrupt our business or otherwise adversely impact our business, financial conditions or results of operations.
−Removed: We may be subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business.
−Removed: For example, various regulators have adopted or are considering adopting requirements to provide significantly expanded climate-related disclosures.
−Removed: While certain of these requirements have been challenged in litigation or reversed, or may be reversed in the future, if enforced we anticipate we will be required to incur additional costs related to compliance and impose increased oversight obligations on our management and Board.
−Removed: There is also a rapidly evolving awareness and focus from stakeholders with respect to environmental practices.
−Removed: Global and domestic policy developments or the failure to adequately meet evolving market expectations related to climate change have the potential to disrupt our business and the business of our customers and/or suppliers, or otherwise adversely impact our business, financial condition or results of operations.
+Added: We are subject to regulations, reporting requirements, standards or expectations regarding the environmental impact of our business, which have the potential to disrupt our business or otherwise adversely impact our business, financial conditions or results of operations.
+Added: We are subject to regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business.
+Added: International, federal, state, and local laws, regulations, and enforcement priorities related to the environment and climate change continue to be evolve and remain inconsistent.
+Added: While certain of these requirements have been challenged in litigation or reversed, or may be reversed in the future, if enforced we anticipate we will be required to incur additional costs related to compliance and impose increased oversight obligations on our management and Board and we could be exposed to additional legal, financial, or reputational risks and unpredictable reporting obligations or business requirements.
+Added: There is also a rapidly evolving focus from stakeholders with respect to environmental and social practices.
+Added: Global and domestic policy developments or the failure to adequately meet evolving market expectations or satisfy all stakeholders in light of their varied and sometimes conflicting views regarding environmental and social matters have the potential to disrupt our business and the business of our customers and/or suppliers, or otherwise adversely impact our reputation, business, financial condition or results of operations.
Rising inflation may negatively impact DocGo’s business and financial results.
−Removed: The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended up since early 2021.
+Added: The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended down since the middle of 2023.
This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services.
−Removed: However, the inflation rate declined throughout most of 2024, and the inflation rate declined to 2.9% for the full year 2024 from 4.1% in 2023 and 8.0% in 2022.
−Removed: The increased inflation rate witnessed between 2021 and 2024 has had an impact on DocGo’s expenses in several areas, including wages, fuel and medical and other supplies.
−Removed: This has had the effect of compressing gross profit margins, as DocGo is generally unable to pass these higher costs on to its customers, particularly in the short term.
+Added: The inflation rate declined to 2.7% for the full year 2025, down from 2.9% for the full year 2024, from 3.4% in 2023 and 6.5% in 2022.
+Added: In February 2026, the annual inflation rate declined to 2.4%, the lowest since February 2021.
+Added: An increased inflation rate, such as that witnessed between 2021 and the first half of 2023, could have an impact on DocGo’s expenses in several areas, including wages, fuel and medical and other supplies.
+Added: This would have the effect of compressing gross profit margins, as DocGo is generally unable to pass these higher costs on to its customers, particularly in the short
In addition, opportunities to mitigate the impact of inflation are limited, aside from potentially buying more medical supplies than are currently needed in an effort to reduce the volume of future purchases, in instances where supply prices are anticipated to rise.
As inflation has moderated, and in an attempt to stimulate economic growth, the U.S.
−Removed: Federal Reserve implemented three interest rate cuts in 2024, lowering its benchmark rate (the “federal funds rate”) to the current level of 4.25-4.50% as of the date of this Annual Report.
+Added: Federal Reserve implemented three interest rate cuts in September, October and December of 2025, lowering its benchmark rate (the “federal funds rate”) to the current level of 3.50-3.75% as of the date of this Annual Report.
Looking into 2026, DocGo anticipates that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 2024-2025 and the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.
−Removed: However, if inflation is above the levels that DocGo anticipates, gross margins could be below plan.
−Removed: Efforts by the U.S.
−Removed: Federal Reserve to combat inflation by raising the federal funds rate could also impact DocGo’s financing costs for borrowings bearing interest at rates based on SOFR.
−Removed: As a result, DocGo’s business, operating results and cash flows may be adversely affected.
−Removed: Given that the Company currently has $30,000,000 outstanding under its line of credit, which is subject to SOFR-based interest rates, any change in SOFR of one percentage point (100 basis points) would result in a change of $300,000 in interest expense.
−Removed: While the Company does not hedge its interest rate risk, the prevailing interest rate is a primary factor in determining the level of debt the Company carries at any given time, and it is anticipated that if interest rates were to rise materially, that the Company would reduce the amounts that were outstanding under its line of credit.
+Added: However, if inflation is above the levels that DocGo anticipates, gross margins could be below plan and as a result, DocGo’s business, operating results and cash flows may be adversely affected.
Risks Related to DocGo’s Intellectual Property
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DocGo relies on a combination of copyrights, trademarks, service marks, trade secret laws and contractual restrictions to establish and protect its intellectual property and other proprietary rights.
−Removed: DocGo also enters into confidentiality and
−Removed: invention assignment agreements with certain of its employees and consultants and enters into confidentiality agreements with certain of its third-party providers and strategic partners.
+Added: DocGo also enters into confidentiality and invention assignment agreements with certain of its employees and consultants and enters into confidentiality agreements with certain of its third-party providers and strategic partners.
These laws, procedures and restrictions provide only limited protection, and any of DocGo’s intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.
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In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights.
−Removed: Companies in the internet and technology industries are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights, particularly patent rights, and DocGo’s competitors and other third parties may hold or have pending patent applications, which could be related to DocGo’s business.
+Added: Companies in the internet and technology industries are increasingly bringing and becoming subject to
+Added: suits alleging infringement of proprietary rights, particularly patent rights, and DocGo’s competitors and other third parties may hold or have pending patent applications, which could be related to DocGo’s business.
These risks have been amplified by the increase in third parties, which DocGo refers to as non-practicing entities, whose sole primary business is to assert such claims.
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Many potential litigants, including some of DocGo’s competitors and non-practicing entities, have the ability to dedicate substantial resources to assert their intellectual property rights.
−Removed: Any claim of infringement by a third party, even
−Removed: those without merit, could be costly, time-consuming and a significant distraction to management.
+Added: Any claim of infringement by a third party, even those without merit, could be costly, time-consuming and a significant distraction to management.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, DocGo could risk compromising its confidential information during this type of litigation.
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DocGo may also become subject to periodic audits, which would likely increase its regulatory compliance costs and may require it to change its business practices or the scope of its operations.
−Removed: Managing legal proceedings, litigation and audits, even if DocGo achieves favorable outcomes, is time-consuming and diverts management’s attention from DocGo’s day-to-day business.
+Added: Managing legal proceedings, litigation and audits, even if DocGo achieves favorable outcomes, is expensive, time-consuming and diverts management’s attention from DocGo’s day-to-day business.
The outcome of these matters or future claims and disputes are difficult to predict and determining reserves for pending litigation and other legal, regulatory and audit matters requires significant judgment.
−Removed: There can be no assurance that DocGo’s expectations will prove correct, and even if these matters are resolved in its favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could have a material effect on DocGo’s results of operations in the period when it identifies the matter, and could have a material adverse effect on DocGo’s business, financial condition and results of operations.
+Added: There can be no assurance that DocGo’s expectations will prove correct, and even if these
+Added: matters are resolved in its favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could have a material effect on DocGo’s results of operations in the period when it identifies the matter, and could have a material adverse effect on DocGo’s business, financial condition and results of operations.
DocGo is subject to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations and SEC rules and regulations, and changes to or the failure to comply with these laws and regulations could adversely affect DocGo’s business.
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Changes to these laws and regulations can also increase costs and require DocGo to commit additional resources to comply with these laws.
−Removed: For example, the raising of the federal minimum
−Removed: wage or the minimum wage within a state where DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C.
+Added: For example, the raising of the federal minimum wage or the minimum wage within a state where DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C.
and other U.S.
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DocGo’s ability to utilize its net operating loss carryforwards and certain other tax attributes may be limited.
−Removed: As of December 31, 2024, 2023 and 2022, DocGo had aggregate federal net operating loss carryforwards of approximately $0, $0 and $35.3 million, respectively.
+Added: As of December 31, 2025, 2024 and 2023, DocGo had aggregate federal net operating loss carryforwards of approximately $47.1 million, $0 and $0 million, respectively.
As of December 31, 2025, 2024 and 2023, the Company had state net operating loss carryforwards of approximately $134.4 million, $36.9 million and $36.4 million, respectively.
As of December 31, 2025, 2024 and 2023, DocGo had approximately $29.6 million, $24.3 million and $10.7 million, respectively, of foreign net operating loss carryforwards.
−Removed: The federal net operating loss carryforwards generated after December 31, 2017 (including by Ambulnz prior to the Business Combination) of approximately $35.3 million was fully utilized as of December 31, 2023.
+Added: The federal net operating loss carryforwards generated after December 31, 2017 (including by Ambulnz prior to the Business Combination) of approximately $47.1 million carry forward indefinitely.
State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2040.
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and the impact of proposed and enacted legislation in the foreign jurisdictions in which it operates.
−Removed: In August 2022, the Inflation Reduction Act of 2022 was enacted, which, among other things, includes a new 15% alternative minimum tax on the adjusted financial statement income of certain large corporations for tax years beginning after December 31, 2022.
+Added: For example, in July 2025, the One Big Beautiful Bill Act was enacted, which, among other things, restores and makes permanent 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025;
+Added: permanently reinstates full, immediate expensing of domestic research & experimentation (R&E) expenditures;
+Added: and repeals or phases out several clean energy-related tax credits.
If other proposals, such as an increase of the income tax rate on domestic and/or foreign income, are enacted into legislation, they could materially impact DocGo’s tax provision, cash tax liability and effective tax rate.
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• the federal CMPL, which prohibits, among other things, presenting fraudulent medical claims for reimbursement to federal healthcare programs;
−Removed: violating the AKS by paying to induce referrals, or getting
−Removed: paid for referrals of medical procedures covered by the federal healthcare programs;
+Added: violating the AKS by paying to induce referrals, or getting paid for referrals of medical procedures covered by the federal healthcare programs;
and offering or transferring of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know such remuneration is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;
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Remuneration has been interpreted broadly to be anything of value, directly or indirectly, overtly or covertly, in cash or in kind, and could include compensation, discounts or free marketing services.
−Removed: A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation.
+Added: A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have
+Added: committed a violation.
In addition, the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA;
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As the first comprehensive consumer privacy legislation in the U.S., the CCPA created new consumer rights where applicable (some information may be exempt from most of CCPA’s/CPRA’s requirements if subject to HIPAA, for example), which were further expanded by the CPRA.
−Removed: A number of other states have followed suit, with some of those laws already in effect and others coming into effect between 2025 and 2026, creating a patchwork of overlapping but different state laws and thus complicating compliance efforts.
+Added: A number of other states have followed suit, with some of those laws already in effect and others coming into effect in 2026, creating a patchwork of overlapping but different state laws and thus complicating compliance efforts.
As existing data security laws evolve and new ones are implemented, DocGo may not be able to comply with such requirements in a timely manner, or such requirements may not be compatible with its current processes.
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Some states may afford private rights of action to individuals who believe their PII and/or PHI has been misused.
−Removed: This complex, dynamic legal landscape regarding privacy, data protection and information security creates significant compliance issues for DocGo and potentially restricts its ability to collect, use and disclose data and can expose it to additional expense, adverse publicity and liability.
+Added: This complex, dynamic legal landscape regarding
+Added: privacy, data protection and information security creates significant compliance issues for DocGo and potentially restricts its ability to collect, use and disclose data and can expose it to additional expense, adverse publicity and liability.
There is ongoing concern from privacy advocates, regulators and others regarding data protection and privacy issues, and the number of jurisdictions with data protection and privacy laws has been increasing.
In addition, the scope of protection afforded to data subjects by many of these data protection and privacy laws has been increasing.
−Removed: There are also ongoing public policy discussions regarding whether the standards for deidentified, anonymous or pseudonymized health information are sufficient, and whether the risk of re-identification is sufficiently small to adequately protect patient privacy.
+Added: There are also ongoing public policy discussions regarding whether the standards for de-identified, anonymous or pseudonymized health information are sufficient, and whether the risk of re-identification is sufficiently small to adequately protect patient privacy.
These trends may lead to further restrictions on the use of this and similar categories of information.
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Even though DocGo contractually requires its subcontractors to safeguard PHI as required by law, DocGo has limited control over their actions and practices.
−Removed: DocGo or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change its or their practices, or criminal charges, which could adversely affect DocGo’s business.
+Added: If DocGo or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change its or their practices, or criminal charges, which could adversely affect DocGo’s business.
Complying with these various laws and regulations could cause DocGo to incur substantial costs or require it to change its business practices, systems and compliance procedures in a manner adverse to its business.
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Any future such litigation against DocGo could be costly and time-consuming to defend.
−Removed: Any failure to comply with HIPAA or similar laws and regulations and the consequences of such non-compliance could have a material adverse impact on DocGo’s business, financial condition and results of operations.
+Added: In addition, DocGo’s SMS and other outbound communications activities are subject to the federal Telephone Consumer Protection Act (“TCPA”) and similar state laws, which impose significant restrictions on the use of automated dialing systems, prerecorded or artificial voice messages and text messaging, and require specific forms of prior express consent and opt-out mechanisms.
+Added: The interpretation and enforcement of the TCPA and related state laws are evolving, including through private class action litigation.
+Added: Any failure to comply with HIPAA, the TCPA or similar laws and regulations, including with respect to consent, disclosures, message content, frequency or use of automated technologies, could expose DocGo to substantial statutory damages, regulatory enforcement actions, and other legal liability, which could have a material adverse impact on DocGo’s business, financial condition and results of operations.
If DocGo does not effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding telehealth, DocGo’s business may be harmed.
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Federal, state and local legislative bodies frequently pass legislation and promulgate regulations that affect the healthcare industry.
−Removed: As has been the trend in the past decade with healthcare reform, it is reasonable to assume that there will continue to be increased government oversight and regulation of the healthcare industry in the future, particularly in times of changing political, regulatory and other influences.
+Added: As has been the trend in the past decade with
+Added: healthcare reform, it is reasonable to assume that there will continue to be increased government oversight and regulation of the healthcare industry in the future, particularly in times of changing political, regulatory and other influences.
DocGo cannot provide any assurances regarding the ultimate content, timing or effect of any new healthcare legislation or regulations, nor is it possible at this time to estimate the impact of potential new legislation or regulations on its business.
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State medical boards have also established new rules or interpreted existing rules in their respective states in a manner that has limited the way telehealth services can be provided.
−Removed: Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services and many of these relaxed policies were either made permanent or extended through March 31, 2025 (the “Extension”), it is uncertain how long some of the relaxed policies will remain in effect.
+Added: Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services and many of these relaxed policies were either made permanent or extended for limited periods, including into early 2026 (the “Extension”), it is uncertain how long some of the relaxed policies will remain in effect.
There can be no guarantee that upon expiration of the Extension such restrictions will not be reinstated or changed in a way that adversely affects DocGo’s current or future telehealth offerings.
Accordingly, DocGo must monitor its compliance with law in every jurisdiction in which it operates, on a regular basis.
−Removed: While DocGo has taken steps to structure its contracts and operations to comply with applicable healthcare laws and regulations, the healthcare laws and regulations applicable to DocGo may be amended or interpreted in new or different ways that are adverse to DocGo, and new laws and regulations adverse to DocGo’s current or future business may be
−Removed: adopted in the future.
+Added: While DocGo has taken steps to structure its contracts and operations to comply with applicable healthcare laws and regulations, the healthcare laws and regulations applicable to DocGo may be amended or interpreted in new or different ways that are adverse to DocGo, and new laws and regulations adverse to DocGo’s current or future business may be adopted in the future.
There can be no assurance that DocGo will be able to successfully address changes in the current regulatory environment or new laws and regulations that may be implemented in the future, or that practices which are compliant now will continue to be so in the future.
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In addition, many private payors base their reimbursement rates on the published Medicare rates or are themselves reimbursed by Medicare for the services DocGo provides.
−Removed: As a result, DocGo’s results of operations are, in part, dependent on government funding levels for Medicare programs and any changes that limit or reduce MA or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under programs, reductions in funding of programs, expansion of
−Removed: benefits without adequate funding or elimination of coverage for certain benefits or for certain individuals, could have a material adverse effect on DocGo’s business, financial condition and results of operations.
+Added: As a result, DocGo’s results of operations are, in part, dependent on government funding levels for Medicare programs and any changes that limit or reduce MA or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under programs, reductions in funding of programs, expansion of benefits without adequate funding or elimination of coverage for certain benefits or for certain individuals, could have a material adverse effect on DocGo’s business, financial condition and results of operations.
The Medicare program and its reimbursement rates and rules are subject to frequent change.
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For example, due to the federal sequestration, an automatic 2% reduction in Medicare spending took effect beginning in April 2013.
−Removed: Although temporarily paused/reduced from May 1, 2020 through June 30, 2022 due to The Cares Act, which was signed into law on March 27, 2020, and designed to provide financial support and resources to individuals and business affected by the COVID-19 pandemic, the 2% reduction was reimposed as of July 1, 2022 and is still currently in effect as of the date of this filing.
+Added: Although temporarily paused/reduced from May 1, 2020 through June 30, 2022 due to The Cares Act, which was signed into law on March 27, 2020, and designed to provide financial support and resources to individuals and business affected by the COVID-19 pandemic, the 2% reduction was reimposed as of July 1, 2022 and remains in effect as of the date of this filing.
Each year, CMS issues a final rule to establish the MA benchmark payment rates for the following calendar year.
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Medicaid spending has increased rapidly in recent years, becoming a significant component of state budgets.
−Removed: This, combined with slower state revenue growth, has led both the federal government and many states to institute measures aimed at controlling the growth of Medicaid spending, and in some instances reducing aggregate Medicaid spending.
+Added: combined with slower state revenue growth, has led both the federal government and many states to institute measures aimed at controlling the growth of Medicaid spending, and in some instances reducing aggregate Medicaid spending.
For example, a number of states have adopted or are considering legislation designed to reduce their Medicaid expenditures, such as financial arrangements commonly referred to as provider taxes.
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DocGo’s business practices may be found to constitute illegal fee-splitting or corporate practice of medicine, which may lead to penalties and could adversely affect DocGo’s business.
−Removed: Many states have laws that prohibit business corporations such as DocGo from practicing medicine, employing physicians, exercising control over medical judgments or decisions of physicians or other healthcare professionals (such as EMTs and nurses), or engaging in certain business arrangements such as fee-splitting, with each of the foregoing activities collectively referred to as the “corporate practice of medicine.” In some states these prohibitions are expressly stated in a statute or regulation, while in other states the prohibition is a matter of judicial or regulatory interpretation.
+Added: Many states have laws that prohibit business corporations such as DocGo from practicing medicine, employing physicians, exercising control over medical judgments or decisions of physicians or other healthcare professionals (such as EMTs and nurses), or engaging in certain business arrangements such as fee-splitting, with each of the foregoing activities
+Added: collectively referred to as the “corporate practice of medicine.” In some states these prohibitions are expressly stated in a statute or regulation, while in other states the prohibition is a matter of judicial or regulatory interpretation.
Many of the states in which DocGo currently operates generally prohibit the corporate practice of medicine, and other states may as well, including those into which DocGo may expand in the future.
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Risks Related to DocGo’s Indebtedness
−Removed: DocGo’s indebtedness could require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available for other general corporate purposes and other business opportunities, which
−Removed: could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy all of its obligations under its indebtedness.
−Removed: As of December 31, 2024, DocGo had $30 million outstanding under a credit agreement, dated as of November 1, 2022, among DocGo, Citibank, N.A., as administrative agent (the “Agent”), and the other parties thereto (the “Credit Agreement”).
−Removed: The Credit Agreement provides for a revolving credit facility in the initial aggregate principal amount of $90 million (the “Revolving Facility”).
−Removed: The borrowings under the Revolving Facility were used for general corporate purposes, including the funding of working capital needs.
+Added: DocGo’s future indebtedness could require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available for other general corporate purposes and other business opportunities, which could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy all of its obligations under its indebtedness.
+Added: As of December 31, 2025, DocGo had no borrowings outstanding under the amended and restated credit agreement, dated as of August 7, 2025, among DocGo, Citibank, N.A., as administrative agent (the “Agent”), and the other parties thereto (the “Credit Agreement”).
+Added: The Credit Agreement provides for a revolving credit facility in the initial aggregate principal amount of $55 million (the “Revolving Facility”), and borrowings thereunder are subject to a borrowing base formula based on eligible receivables as described therein.
+Added: The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $20 million, though no lender is obligated to provide any such additional commitment.
+Added: Any borrowings under the Revolving Facility are expected to be used for general corporate purposes, including the funding of working capital needs.
Borrowings under the Revolving Facility bear interest at a per annum rate equal to:
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In addition, under the Credit Agreement, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights.
−Removed: DocGo might incur future debt, which could further increase the risks to its financial condition described above.
−Removed: DocGo may incur significant indebtedness in the future, including off-balance sheet financings, trade credit, contractual obligations and general and commercial liabilities.
−Removed: Although the Credit Agreement contains certain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
−Removed: These restrictions also would not prevent DocGo from incurring obligations that do not constitute indebtedness, and additionally it has its borrowing capacity under the Revolving Facility, which as of December 31, 2024, had $30 million outstanding and an
−Removed: available borrowing capacity of approximately $60 million (which is subject to customary borrowing conditions).
−Removed: DocGo may be able to increase the commitments under the Revolving Facility by an additional aggregate principal amount of up to $50 million.
−Removed: DocGo’s future debt levels could further exacerbate the related risks to DocGo’s financial condition that it now faces.
−Removed: If DocGo is unable to generate sufficient cash to service its indebtedness, it may be forced to take other actions to fund the satisfaction of its obligations under its indebtedness, which may not be successful.
−Removed: If DocGo’s cash flow is insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance its indebtedness.
−Removed: DocGo may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow DocGo to meet its debt service obligations.
−Removed: Even if new financing were available, it may be on terms that are less attractive to DocGo than its then-existing indebtedness or it may not be on terms that are acceptable to DocGo.
−Removed: In addition, the Credit Agreement restricts DocGo’s ability to dispose of assets and use the proceeds from those dispositions.
−Removed: Thus, DocGo may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
−Removed: If DocGo cannot generate sufficient cash flow to permit it to meet payment requirements on its debt, then, under the Credit Agreement, it would be in default and the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.
−Removed: If DocGo’s future indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such indebtedness in full.
−Removed: In addition, in the case of the Credit Agreement, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights, and DocGo could be forced into bankruptcy or liquidation.
The terms of the Credit Agreement and potential future debt arrangements could restrict its current and future operations, particularly its ability to respond to changes or to take certain actions.
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• transfer or sell assets.
−Removed: Additionally, the Credit Agreement also requires DocGo to maintain a certain interest coverage ratio and a net leverage ratio.
−Removed: DocGo’s ability to comply with the covenants and restrictions contained in the Credit Agreement may be affected by events beyond its control.
+Added: Additionally, the Credit Agreement is subject to a certain minimum liquidity financial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability thereunder.
+Added: As of December 31, 2025, DocGo was not in compliance with such covenant.
+Added: While DocGo is currently in active discussions with the lenders as of the date of this filing to reach a resolution regarding the covenant non-compliance and preserve its ability to draw from the Revolving Facility, there can be no assurance that DocGo will be successful in reaching a resolution or that the Revolving Facility will remain available.
+Added: DocGo’s ability to comply with the covenants and restrictions contained in the Credit Agreement in the future may be affected by events beyond its control.
If market or other macroeconomic conditions deteriorate, its ability to comply with these covenants and restrictions may be impaired.
1 unchanged sentence
If DocGo’s then-existing indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such indebtedness in full.
−Removed: In addition, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights, and DocGo could be forced into bankruptcy or liquidation.
+Added: In addition, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary
+Added: guarantors and exercise other customary secured creditor rights, and DocGo could be forced into bankruptcy or liquidation.
Any future debt arrangements that DocGo may enter into could also impose similar restrictions.
−Removed: DocGo’s variable rate indebtedness could subject it to interest rate risk, which could cause its debt service obligations to increase significantly.
−Removed: Borrowings under the Revolving Facility are at variable rates of interest and DocGo’s future borrowings under the Revolving Facility could expose DocGo to interest rate risk.
−Removed: If interest rates increase, DocGo’s debt service obligations on its future variable rate indebtedness could increase even though the amount borrowed will remain the same, and DocGo’s net income and operating cash flows, including cash available for servicing its indebtedness, would correspondingly decrease.
If the financial institutions that are lenders under the Revolving Facility fail to extend credit under the facility, DocGo’s liquidity and results of operations may be adversely affected.
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If any participant or group of participants with a significant portion of the commitments under the Revolving Facility fails to satisfy its or their respective obligations to extend credit under the facility and DocGo is unable to find a replacement for such participant or participants on a timely basis (if at all), DocGo’s liquidity may be adversely affected.
−Removed: In addition, the lenders under the Revolving Facility may terminate or reduce the Revolving Facility in certain circumstances, which could adversely impact DocGo’s liquidity and results of operations.
+Added: In addition, the terms of the Credit Agreement require DocGo to comply with certain financial covenants even if no amounts are outstanding under the Revolving Facility.
+Added: As of December 31, 2025, DocGo was not in compliance with the minimum liquidity financial covenant.
+Added: While DocGo is currently in active discussions with the lenders as of the date of this filing to reach a resolution regarding the covenant non-compliance and preserve its ability to draw from the Revolving Facility, there can be no assurance that DocGo will be successful in reaching a resolution or that the Revolving Facility will remain available.
+Added: If DocGo is unable to comply with the covenants, and in certain other circumstances, the lenders under the Revolving Facility may terminate or reduce the Revolving Facility, which could adversely impact DocGo’s liquidity and results of operations.
+Added: DocGo might incur future debt, which could further increase the risks to its financial condition described above.
+Added: DocGo may incur significant indebtedness in the future, including off-balance sheet financings, trade credit, contractual obligations and general and commercial liabilities.
+Added: Although the Credit Agreement contains certain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
+Added: These restrictions also would not prevent DocGo from incurring obligations that do not constitute indebtedness.
+Added: Additionally, as of December 31, 2025, DocGo had no borrowings outstanding under the Revolving Facility, and the unused portion of the Revolving Facility was $55 million.
+Added: The terms of the Credit Agreement also provide that DocGo may be able to increase the commitments under the Revolving Facility by an additional aggregate principal amount of up to $20 million.
+Added: As noted above, as of December 31, 2025, DocGo was not in compliance with the minimum liquidity financial covenant under the Credit Agreement.
+Added: However, DocGo is currently in active discussions with the lenders as of the date of this filing to reach a resolution regarding the covenant non-compliance and preserve its ability to draw from the Revolving Facility.
+Added: Although there can be no assurance that DocGo will be successful in reaching a resolution, if the Revolving Facility remains available, in the future DocGo may incur indebtedness thereunder.
+Added: DocGo’s future debt levels could further exacerbate the related risks to DocGo’s financial condition that it now faces.
+Added: If DocGo is unable to generate sufficient cash to service its indebtedness, it may be forced to take other actions to fund the satisfaction of its obligations under its indebtedness, which may not be successful.
+Added: If DocGo’s cash flow is insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance its indebtedness.
+Added: DocGo may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow DocGo to meet its debt service obligations.
+Added: Even if new financing were available, it may be on terms that are less attractive to DocGo than its then-existing indebtedness or it may not be on terms that are acceptable to DocGo.
+Added: In addition, the Credit Agreement restricts DocGo’s ability to dispose of assets and use the proceeds from those dispositions.
+Added: Thus, DocGo may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
+Added: If DocGo cannot generate sufficient cash flow to permit it to meet payment requirements on its debt, then, under the Credit Agreement, it would be in default and the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.
+Added: If DocGo’s future indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such indebtedness in full.
+Added: In addition, in the case of the Credit Agreement, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights, and DocGo could be forced into bankruptcy or liquidation.
+Added: DocGo’s variable rate indebtedness could subject it to interest rate risk, which could cause its debt service obligations to increase significantly.
+Added: Borrowings under the Revolving Facility are at variable rates of interest and DocGo’s future borrowings under the Revolving Facility could expose DocGo to interest rate risk.
+Added: If interest rates increase, DocGo’s debt service obligations on its future variable rate indebtedness could increase even though the amount borrowed will remain the same, and DocGo’s net income and operating cash flows, including cash available for servicing its indebtedness, would correspondingly decrease.
Risks Related to Ownership of Common Stock
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The Common Stock is listed on Nasdaq under the symbol “DCGO.” DocGo is required to meet continued listing requirements for its securities to continue to be listed on Nasdaq, including having a minimum number of public securities holders and a minimum stock price.
−Removed: DocGo cannot assure you that it will continue to meet those listing requirements in the future.
+Added: On January 26, 2026, DocGo received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying DocGo that, based upon the closing bid price of the Common Stock from December 9, 2025 to January 23, 2026, DocGo is not currently in compliance with Nasdaq Listing Rule 5550(a)(2), which requires DocGo to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the “Minimum Bid Requirement”).
+Added: The Notice had no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and therefore, DocGo’s listing remains fully effective.
+Added: In accordance with Nasdaq Listing Rule 5810(c)(3)(A), DocGo has a period of 180 calendar days from the date of the Notice—or until July 27, 2026—to regain compliance with the Minimum Bid Requirement.
+Added: To regain compliance, the closing bid of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 27, 2026.
+Added: If DocGo is not in compliance with the Minimum Bid Requirement by July 27, 2026, DocGo may be eligible for a second 180 calendar day compliance period.
+Added: To qualify, DocGo will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Requirement, and DocGo would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period, which may include effecting a reverse stock split, if necessary.
+Added: If DocGo meets these requirements, Nasdaq will inform DocGo that it has been granted an additional 180 calendar days.
+Added: However, if it appears to the Staff that DocGo will not be able to cure the deficiency, or if DocGo is otherwise not eligible, Nasdaq will provide notice that DocGo’s securities are subject to delisting.
+Added: DocGo would then be entitled to appeal that determination to a Nasdaq hearings panel.
+Added: DocGo intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement, including initiating a reverse stock split.
+Added: However, there can be no assurance that DocGo will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements,
If Nasdaq delists DocGo’s securities from trading on its exchange and DocGo is not able to list its securities on another national securities exchange, DocGo expects its securities could be quoted on an over-the-counter market.
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The Board may take into account general and economic conditions, DocGo’s financial condition and results of operations, DocGo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by DocGo to its stockholders or by its subsidiaries to it and such other factors as the Board may deem relevant.
−Removed: In addition, DocGo’s ability to pay dividends is limited by covenants of DocGo’s existing and outstanding indebtedness and may be limited by covenants of any future indebtedness
−Removed: DocGo incurs.
+Added: In addition, DocGo’s ability to pay dividends is limited by covenants of DocGo’s existing and outstanding indebtedness and may be limited by covenants of any future indebtedness DocGo incurs.
As a result, you may not receive any return on an investment in Common Stock unless you sell Common Stock for a price greater than that which you paid for it.
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The compensation committee of the Board may determine the exact number of shares to be reserved for future issuance under its equity incentive plans at its discretion.
−Removed: DocGo has filed a Form S-8 under the Securities Act to register shares of Common Stock and securities convertible into or exchangeable for shares of Common Stock issued pursuant to DocGo’s equity incentive plan and may file additional registration statements on Form S-8 in the future.
+Added: DocGo has filed Registration Statements on Form S-8 under the Securities Act to register shares of Common Stock and securities convertible into or exchangeable for shares of Common Stock issued pursuant to DocGo’s equity incentive plan and may file additional registration statements on Form S-8 in the future.
Any such Form S-8 registration statements will automatically become effective upon filing.
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DocGo’s certificate of incorporation provides that, unless DocGo, in writing, selects or consents to the selection of an alternative forum:
−Removed: (a) the sole and exclusive forum for any complaint asserting any internal corporate claims, to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, is the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) and (b) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts of the U.S.;
+Added: (a) the sole and exclusive forum for any complaint asserting any internal corporate claims, to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, is the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) and (b) the sole and exclusive forum for any complaint asserting a cause of
+Added: action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts of the U.S.;
provided however, these provisions of the certificate of incorporation will not apply to suits brought to enforce a duty or liability created by the Exchange Act (as explained below).
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This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with DocGo or its directors, officers or other employees, which may discourage such lawsuits against DocGo and its directors, officers and employees.
−Removed: Alternatively, if a court were to find these provisions of DocGo’s certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings,
−Removed: DocGo may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect DocGo’s business and financial condition.
+Added: Alternatively, if a court were to find these provisions of DocGo’s certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, DocGo may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect DocGo’s business and financial condition.
DocGo’s certificate of incorporation provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law, subject to certain exceptions.
3 unchanged sentences
Stock markets, including Nasdaq, have from time-to-time experienced significant price and volume fluctuations.
−Removed: The market price of the Common Stock has been and may continue to be volatile and has declined could continue to decline significantly, whether due to matters specific to DocGo or to general market conditions.
+Added: The market price of the Common Stock has been and may continue to be volatile and has declined and could continue to decline significantly, whether due to matters specific to DocGo or to general market conditions.
In addition, the trading volume in Common Stock may fluctuate and cause significant price variations to occur.
22 unchanged sentences
international currency fluctuations;
+Added: relations with other countries;
corruption or political instability, including the conflicts in Ukraine and the Middle East and rising tensions in the Taiwan Strait;
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.