What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-16 compared with 2025-02-27 · 776 added, 465 removed, 950 unchanged (57% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 202 4 , 202 3 and 20 22

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 202 5 , 202 4 and 202 3

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 202 5 , 202 4 and 202 3

7 unchanged sentences

We have audited the accompanying consolidated balance sheets of DocGo Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

and Subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively, referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 27, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matters – Impairments and Valuation Allowance

As discussed in Notes 2, 5, 6 and 17 to the consolidated financial statements, the Company has recorded impairment against its goodwill and intangible assets and established a valuation allowance against certain deferred tax assets.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter — Liquidity and Management’s Plans

As described in Note 2 to the consolidated financial statements, the Company experienced a decline in current operating results, incurred an operating loss in 2025, had large contracts that ended, and was in violation of certain financial debt covenants.

Management evaluated these conditions and concluded that these conditions could raise substantial doubt about the Company’s ability to continue as a going concern but were alleviated as a result of management’s plans discussed in Note 2.

Management’s plans include (i) a larger portion of compensation paid utilizing Company stock, (ii) finalization and

collection on open municipal receivables from ended contracts, (iii) reduction in workforce, (iv) streamlining administration functions (v) monetizing non-strategic operations and (vi) delayed spending on certain business growth strategies.

The principal considerations for our determination that performing procedures relating to the Company’s liquidity and plans to meet future cash requirements is a critical audit matter are the significant judgments by management in determining future cash flows and ability to execute on its business strategy which led to a high level of auditor judgment, subjectivity and effort in performing procedures.

The primary procedures we performed to address this critical audit matter included:

• Understood the process used to develop the Company’s expected cash inflows and outflows based upon recent operating results and evaluating the cash flow projections.

• Reviewed management’s plans and board of director presentations.

• Considered historical collections on open municipal accounts receivable.

• Assessing the adequacy of the Company’s related disclosures.

As described in Notes 2, 5 and 6, to the consolidated financial statements, the Company recorded impairment totaling $88.76 million related to the Company’s goodwill, indefinite-lived intangible assets and definite-lived intangible assets.

The Company evaluates its goodwill, indefinite-lived intangible assets and definite-lived intangible annually or when events or circumstances, such as declines in operating results or sustained market capitalization below the Company’s carrying value, require.

The principal considerations for our determination that performing procedures relating to the impairment is a critical audit matter are the significant judgments by management in determining the value of assets and the identification and assessment of indicators.

The primary procedures we performed to address this critical audit matter included:

• Testing the effectiveness of controls relating to the Company’s impairment assessment.

• Testing the Company’s process including (i) assessing management’s impairment policy (ii) evaluating the risks and uncertainty associated with meeting future cash flow projections (iii) recalculating the Company’s market capitalization at a point in time and over an average period of time (iv) inquiring of management with regards to the operational analysis and (v) considering the adequacy and reasonableness of specialist work with regards to any market control premiums.

Loss Allowance for Accounts Receivable

1 unchanged sentence

The allowance is management’s estimate of loss allowance on accounts receivable after considering quantitative and qualitative factors, applied for accounts receivables without a significant financing component by using a loss provision.

Management makes periodic as well as individual assessments on the recoverability of accounts receivables based on customer historical credit loss experience, and where necessary, adjusted for information based on macroeconomic factors affecting the ability of its customers to settle the accounts receivables.

Accounts receivables from customers with known financial difficulties or with significant doubt on collection of receivables are assessed individually for a loss allowance.

Management assesses other customers by grouping them based on shared credit risk characteristics including geographical location, service type and payor.

Management makes periodic and individual assessments on the recoverability of accounts receivable based on customer historical credit loss experience, and where necessary, adjusted for information based on macroeconomic factors affecting the ability of its customers to settle the accounts receivable.

Accounts receivable from customers with known financial difficulties or with significant doubt on collection of receivables are assessed individually for a loss allowance.

Management assesses and reserves for other customers by grouping them based on shared credit risk characteristics including geographical location, service type and payor.

The principal considerations for our determination that performing procedures relating to the loss allowance for accounts receivables is a critical audit matter are the significant judgment by management in determining the loss allowance for accounts receivable as influenced by qualitative factors in particular, which led to a high level of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence obtained.

1 unchanged sentence

• Testing the effectiveness of controls relating to the loss allowance for trade receivables.

• Testing management’s process included (i) evaluating the appropriateness of the methodology and models;

• Testing management’s process including (i) evaluating the appropriateness of the methodology and models;

(ii) testing the completeness and accuracy of certain data used in the estimate;

(iii) evaluating management’s process to identify customers with known financial difficulties;

and (iv) evaluating the reasonableness of significant assumptions and judgments made by management to estimate the loss allowance for accounts receivable, including the grouping of accounts receivables based on type of service and historical collections.

(iii) evaluating management’s process to identify customers with known financial difficulties or with significant doubt on collections;

Revenue Recognition – Transport Services

2 unchanged sentences

The Company estimates contractual allowances at the time of billing based on contractual terms and historical collections by each payor and geographical location.

The principal considerations for our determination that performing procedures relating to the transport revenue is a critical audit matter are the significant judgements by management in determining the lookback periods of historical collections which led to a high level of auditor judgment, subjectivity, and effort in performing procedures.

The principal considerations for our determination that performing procedures relating to the transport revenue is a critical audit matter are the significant judgments by management in determining the lookback periods of historical collections which led to a high level of auditor judgment, subjectivity, and effort in performing procedures.

The primary procedures we performed to address this critical audit matter included:

• Testing the effectiveness of controls relating to transport services revenue recognition.

• Testing the Company’s process included (i) selected a sample of transactions and verified the transport service has been performed (ii) obtained supporting cash collections for a sample of transactions (iii) obtained the Company’s historical collections for recent completed services, verified the receipts and recalculated the applied historical rate to the recorded revenue (iv) obtained the Company’s historical collections and verified these collections to ensure appropriate reserves for unpaid, open services.

• Testing the Company’s process including (i) selecting a sample of transactions and verifying the transport service has been performed (ii) obtaining supporting cash collections for a sample of transactions (iii) obtaining the Company’s historical collections for recent completed services, verifying the receipts and recalculating the applied historical rate to the recorded revenue (iv) obtaining the Company’s historical collections and verifying these collections to ensure appropriate reserves for unpaid, open services.

/s/ Urish Popeck & Co., LLC

1 unchanged sentence

Pittsburgh, PA

February 27, 2025

March 16, 2026

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

We have audited DocGo Inc.

and Subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

and Subsidiaries’ (collectively, the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of DocGo Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

17 unchanged sentences

Pittsburgh, PA

February 27, 2025

March 16, 2026

and Subsidiaries

4 unchanged sentences

92,893,216 210,899,926

Prepaid expenses and other current assets 4,344,642 17,499,953

Prepaid expenses 4,790,215 4,005,977

Other current assets 3,697,371 338,665

Total current assets 152,399,459 304,486,263

2 unchanged sentences

Goodwill — 47,432,550

Restricted cash 18,095,612 12,931,839

Restricted cash and cash equivalents 1,466,121 18,095,612

Restricted investments (amortized cost of $ 15,737,694 and $ 0 as of December 31, 2025 and December 31, 2024, respectively)

Operating lease right-of-use assets 11,520,781 11,958,698

11 unchanged sentences

Due to seller 336,982 28,656

Contingent consideration 4,973,152 19,792,982

Contingent consideration, current 3,040,377 4,973,152

Operating lease liability, current 4,650,953 3,844,561

2 unchanged sentences

Notes payable, non-current 183,843 5,215

Contingent consideration, non-current 4,776,215 —

Operating lease liability, non-current 7,563,664 8,599,072

6 unchanged sentences

98,640,059 and 101,910,883 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively)

10,191 10,406

Additional paid-in-capital 325,416,366 321,087,583

8 unchanged sentences

and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

2025 2024 2023

7 unchanged sentences

Sales, advertising and marketing 1,420,428 1,505,900 2,801,740

Intangible asset impairment 30,648,245 — —

Goodwill impairment 58,228,096 — —

Total expenses 500,229,500 587,866,406 609,233,662

Income from operations 28,688,726 15,054,980 21,831,628

(Loss) income from operations ( 178,033,500 ) 28,688,726 15,054,980

Other (expense) income:

Interest (expense) income, net ( 1,242,161 ) ( 1,929,207 ) 1,684,399

Gain on remeasurement of warrant liabilities — — 1,127,388

Change in fair value of contingent liability 9,392,133 1,437,525 —

(Loss) gain on change in fair value of contingent consideration ( 2,056,112 ) 9,392,133 1,437,525

Finite-lived intangible asset impairment — ( 8,306,591 ) —

Goodwill impairment — — ( 2,921,958 )

(Loss) gain on equity method investments ( 316,044 ) ( 343,336 ) 8,919

(Loss) gain on remeasurement of operating and finance leases ( 32,363 ) ( 866 ) 1,388,273

Gain on bargain purchase — — 1,593,612

Gain (loss) on disposal of fixed assets 23,682 ( 852,544 ) ( 21,173 )

Other income (expense) 228,666 ( 686,865 ) ( 987,482 )

Loss on equity method investments ( 552,763 ) ( 316,044 ) ( 343,336 )

Equity investment impairment ( 5,000,000 ) — —

Loss on remeasurement of operating and finance leases ( 42,367 ) ( 32,363 ) ( 866 )

(Loss) gain on disposal of assets ( 39,668 ) 23,682 ( 852,544 )

Other (expense) income ( 532,418 ) 228,666 ( 686,865 )

Total other (expense) income ( 9,465,489 ) ( 939,724 ) 1,238,313

Net income before income tax expense 27,749,002 16,293,293 22,781,892

(Provision for) benefit from income taxes ( 14,388,422 ) ( 6,244,965 ) 7,961,321

Net income 13,360,580 10,048,328 30,743,213

Net (loss) income before income tax expense ( 187,498,989 ) 27,749,002 16,293,293

Provision for income taxes ( 8,868,166 ) ( 14,388,422 ) ( 6,244,965 )

Net (loss) income ( 196,367,155 ) 13,360,580 10,048,328

Net (loss) income attributable to noncontrolling interests ( 13,967,527 ) ( 6,631,563 ) 3,189,873

Net income attributable to stockholders of DocGo Inc.

Net (loss) income attributable to stockholders of DocGo Inc.

and Subsidiaries ( 182,399,628 ) 19,992,143 6,858,455

Other comprehensive income

Other comprehensive income (loss)

Unrealized gain on investments, net of tax 85,635 — —

Foreign currency translation adjustment 1,079,900 ( 263,036 ) 743,699

Total comprehensive income $ 19,729,107 $ 7,602,154 $ 35,358,205

Net income per share attributable to DocGo Inc.

Total comprehensive (loss) income $ ( 181,234,093 ) $ 19,729,107 $ 7,602,154

Net (loss) income per share attributable to DocGo Inc.

and Subsidiaries - Basic $ ( 1.84 ) $ 0.20 $ 0.07

Weighted-average shares outstanding - Basic 99,068,651 102,395,141 103,511,299

Net income per share attributable to DocGo Inc.

Net (loss) income per share attributable to DocGo Inc.

and Subsidiaries - Diluted $ ( 1.84 ) $ 0.18 $ 0.06

12 unchanged sentences

Balance - December 31, 2022 102,411,162 $ 10,241 $ 301,451,435 $ ( 28,972,216 ) $ 741,206 $ 5,696,725 $ 278,927,391

Equity cost — — ( 19,570 ) — — — ( 19,570 )

Noncontrolling interest contribution — — — — — 2,063,000 2,063,000

Common stock repurchased ( 536,839 ) ( 54 ) ( 3,731,658 ) — — — ( 3,731,712 )

Exercise of stock options 1,053,401 105 1,980,674 — — — 1,980,779

Cashless exercise of options 354,276 36 ( 230 ) — — — ( 194 )

Stock based compensation — — 7,183,992 — — — 7,183,992

Restricted stock units — — 495,579 — — — 495,579

Share warrants conversion 1,406,371 141 12,381,432 — — — 12,381,573

Net loss attributable to noncontrolling interests — — — — — ( 3,841,285 ) ( 3,841,285 )

Foreign currency translation — — — — 773,707 — 773,707

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — 34,584,498 — — 34,584,498

Balance - December 31, 2022 102,411,162 $ 10,241 $ 301,451,435 $ ( 28,972,216 ) $ 741,206 $ 5,696,725 $ 278,927,391

restricted stock — — 167,175 — — — 167,175

7 unchanged sentences

Stock-based compensation 975,382 97 20,403,185 — — — 20,403,282

Net loss attributable to noncontrolling interests — — — — — 3,189,873 3,189,873

Net income attributable to noncontrolling interests — — — — — 3,189,873 3,189,873

Foreign currency translation — — — — 743,699 — 743,699

9 unchanged sentences

Net loss attributable to noncontrolling interests — — — — — ( 6,631,563 ) ( 6,631,563 )

Dividends paid to noncontrolling interest — — — — — ( 1,294,422 ) ( 1,294,422 )

Distributions paid to noncontrolling interest — — — — — ( 1,294,422 ) ( 1,294,422 )

Foreign currency translation — — — — ( 263,036 ) — ( 263,036 )

2 unchanged sentences

Balance - December 31, 2024 101,910,883 $ 10,191 $ 321,087,583 $ ( 1,402,167 ) $ 1,221,869 $ ( 5,738,346 ) $ 315,179,130

Common stock repurchased ( 4,481,069 ) ( 448 ) ( 10,828,458 ) — — — ( 10,828,906 )

Stock-based compensation 1,928,420 193 18,712,280 — — — 18,712,473

Shares withheld for taxes ( 718,175 ) ( 72 ) ( 1,813,837 ) — — — ( 1,813,909 )

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

Net loss attributable to noncontrolling interests — — — — — ( 13,967,527 ) ( 13,967,527 )

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

Other comprehensive income — — — — 1,165,535 — 1,165,535

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries — — — ( 182,399,628 ) — — ( 182,399,628 )

Balance - December 31, 2025 98,640,059 $ 9,864 $ 325,416,366 $ ( 183,801,795 ) $ 2,387,404 $ ( 18,140,502 ) $ 125,871,337

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

3 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 13,360,580 $ 10,048,328 $ 30,743,213

Adjustments to reconcile net income to net cash provided by

Net (loss) income $ ( 196,367,155 ) $ 13,360,580 $ 10,048,328

Adjustments to reconcile net (loss) income to net cash provided by

(used in) operating activities:

2 unchanged sentences

Amortization of finance lease right-of-use assets 5,216,009 4,617,262 6,352,754

(Gain) loss on disposal of assets ( 23,682 ) 852,544 21,173

Loss (gain) on disposal of assets 39,668 ( 23,682 ) 852,544

Deferred income tax 7,745,066 3,466,505 ( 1,981,519 )

Loss (gain) on equity method investments 316,044 343,336 ( 8,919 )

Accretion of discount related to restricted investments ( 309,842 ) — —

Loss on equity method investments 552,763 316,044 343,336

Bad debt expense 12,047,791 5,235,560 3,601,520

Stock-based compensation 17,442,018 13,634,086 20,969,174

Loss (gain) on remeasurement of operating and finance leases 32,363 866 ( 1,388,273 )

Loss on remeasurement of operating and finance leases 42,367 32,363 866

Loss on liquidation of business — — 70,284

Gain on remeasurement of warrant liabilities — — ( 1,127,388 )

Gain on bargain purchase — — ( 1,593,612 )

Finite-lived intangible asset impairment 8,306,591 — —

Intangible asset impairment 30,648,245 8,306,591 —

Goodwill impairment 58,228,096 — —

Change in fair value of contingent consideration ( 9,392,133 ) ( 1,437,525 ) —

Equity investment impairment 5,000,000 — —

Loss (gain) on change in fair value of contingent consideration 2,056,112 ( 9,392,133 ) ( 1,437,525 )

Changes in operating assets and liabilities:

Accounts receivable 112,497,747 41,272,218 ( 160,524,934 )

Asset held for sale — — 190,312

Prepaid expenses and other current assets ( 3,399,532 ) 13,007,231 ( 10,843,890 )

2 unchanged sentences

Accrued liabilities ( 10,402,113 ) ( 41,940,373 ) 58,968,844

Operating lease liabilities and right-of-use assets 200,221 32,834 —

Net cash provided by (used in) operating activities 34,451,654 70,115,431 ( 64,493,170 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property and equipment ( 3,834,146 ) ( 7,584,561 ) ( 3,198,234 )

Acquisition of intangibles ( 2,002,103 ) ( 2,541,661 ) ( 2,299,558 )

Acquisition of businesses — ( 20,203,464 ) ( 32,953,179 )

Equity method investments ( 310,450 ) ( 298,932 ) —

Investment in equity securities ( 5,000,000 ) — —

Purchase of property and equipment ( 4,544,118 ) ( 3,612,507 ) ( 7,313,269 )

Purchase of intangibles ( 2,890,716 ) ( 2,002,103 ) ( 2,541,661 )

Acquisition of businesses, net of cash acquired ( 16,394,978 ) — ( 20,203,464 )

Purchase of restricted investments ( 28,613,676 ) — —

Purchase of equity method investments ( 4,784 ) ( 310,450 ) ( 298,932 )

Purchase of equity securities — ( 5,000,000 ) —

Proceeds from sale and maturity of restricted investments 13,163,278 — —

Proceeds from disposal of property and equipment 202,167 274,427 747,088

3 unchanged sentences

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

Proceeds from notes payable 258,700 — —

Repayments of notes payable ( 41,247 ) ( 51,987 ) ( 25,926 )

2 unchanged sentences

Earnout payments on contingent liabilities ( 1,952,672 ) ( 3,608,553 ) ( 5,266,681 )

Dividends paid to noncontrolling interest ( 1,294,422 ) — —

Noncontrolling interest contributions — — 2,063,000

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Distributions paid to noncontrolling interest ( 175,831 ) ( 1,294,422 ) —

Proceeds from exercise of stock options — 26,330 1,581,183

1 unchanged sentence

Common stock repurchased ( 10,828,906 ) ( 13,756,271 ) —

Equity costs — — ( 19,570 )

Payments on obligations under finance lease ( 5,385,581 ) ( 4,334,463 ) ( 4,270,553 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents 595,803 ( 190,639 ) 1,093,633

Net increase (decrease) in cash and restricted cash 35,119,321 ( 91,891,088 ) ( 14,996,656 )

Cash and restricted cash at beginning of period 72,217,986 164,109,074 179,105,730

Cash and restricted cash at end of period $ 107,337,307 $ 72,217,986 $ 164,109,074

Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ( 54,852,529 ) 35,119,321 ( 91,891,088 )

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 107,337,307 72,217,986 164,109,074

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 52,484,778 $ 107,337,307 $ 72,217,986

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

2025 2024 2023

2 unchanged sentences

Cash paid for interest on finance lease liabilities $ 958,553 $ 769,041 $ 600,239

Cash paid for income taxes $ 7,249,331 $ 4,251,658 $ 1,505,235

Cash paid for income taxes, net of refunds $ 6,482,618 $ 5,880,864 $ 10,276,110

Right-of-use assets obtained in exchange for lease liabilities $ 11,718,452 $ 13,973,620 $ 7,621,538

Remeasurement of finance lease right-of-use asset due to lease modification $ — $ 300,000 $ —

Fixed assets acquired in exchange for notes payable $ — $ — $ 923,377

Supplemental non-cash investing and financing activities:

Property and equipment in accounts payable $ 52,866 $ 221,639 $ 271,292

Acquisition of remaining FMC NA through due to seller and issuance of stock $ — $ — $ 7,000,000

1 unchanged sentence

CRMS True-up Payment through issuance of stock $ — $ 1,814,345 $ —

Receivable exchanged for trade credits $ — $ 1,500,000 $ —

Receivables exchanged for trade credits $ — $ — $ 1,500,000

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

21 unchanged sentences

Mobile Health Services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts.

This segment also provides total care management solutions to large, typically underserved, population groups primarily through arrangements with municipalities, which include healthcare services as well as ancillary services, such as shelter.

This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include both physical and mental healthcare services.

Transportation Services encompass both emergency response and non-emergency transport services.

5 unchanged sentences

Summary of Significant Accounting Policies

Liquidity and Going Concern

The Company experienced a decline in current operating results, incurred an operating loss in 2025, and had large customer contracts that were not renewed and ended, specifically in regard to its municipal migrant-related programs.

These conditions have extended into 2026.

As of December 31, 2025, the Company had $ 51.0 million of unrestricted cash and cash equivalents and working capital of $ 84.9 million.

During 2025, the Company collected older invoices from municipal customers for services provided in 2024 and early 2025, and operating cash flows were sufficient to offset the Company’s operating losses.

The Company expects that near-term operating results will continue to generate operating losses and will require utilization of its available unrestricted cash and cash equivalents.

As of December 31, 2025, the Company was no longer in compliance with the minimum liquidity financial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability under the Credit

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Agreement (as defined in Note 9).

The Company is currently in active discussions with its lender to reach a resolution regarding the covenant non-compliance and to preserve its ability to draw from the available credit facility as needed.

There can be no assurance that the Company will be successful in reaching a resolution or that the credit facility will remain available;

however, the Company’s management believes these discussions are progressing and expects a positive resolution.

As a result, the Company, along with its Board of Directors, has reviewed and extensively discussed certain plans to reduce cash utilization and operating costs.

These plans include, among other options, a larger portion of compensation paid utilizing Company stock in lieu of cash, intensified collection efforts focused on closing out open municipal receivables from ended contracts, reduction in workforce, delayed spending on certain business growth strategies, and utilization of the Company’s available line of credit, subject to the resolution described above.

While these plans carry meaningful inherent risk to operations and involve a significant number of steps and components, the Company’s management and the Board of Directors have evaluated these conditions in totality and believe it is probable that, when implemented, the plans will be sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance date.

Basis of Presentation

5 unchanged sentences

All intercompany accounts and transactions are eliminated upon consolidation.

Noncontrolling interests (“NCI“) on the Consolidated Financial Statements represent a portion of consolidated joint ventures and variable interest entities (“VIEs“)

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

in which the Company does not have direct equity ownership.

Certain amounts in the prior years’ Consolidated Statements of Changes in Stockholders’ Equity and Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.

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

Certain amounts in the prior years’ Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.

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

2 unchanged sentences

Each such PC is established and operated pursuant to the requirements of its respective domestic jurisdiction governing the practice of medicine.

The Company provides each PC with everything the PC needs to operate except for clinicians, which the PC is responsible for.

The Company provides each PC with everything the PC needs to operate except for clinicians, for which the PC is responsible.

Without the administrative services, software, intellectual property and administrative personnel (among other things) provided by the Company, the PCs could not carry out their businesses.

5 unchanged sentences

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

Net loss for the Company’s VIEs wer e $ 231,952 , $ 235,976 and $ 373,456 for the years ended December 31, 2024, 2023 and 2022, respectively.

The total assets amounted to $ 20,837,325 an d $ 4,364,274 on December 31, 2024 and 2023, respectively.

Total liabilities were $ 21,516,860 and $ 4,811,857 on December 31, 2024 and 2023, respectively.

The Company’s VIEs total stockholders’ deficit wer e $ 679,535 a nd $ 447,583 on December 31, 2024 and 2023, respectively.

Net loss for the Company’s VIEs were $ 10,063,362 , $ 231,952 and $ 235,976 for the years ended December 31, 2025, 2024 and 2023, respectively.

Total assets, exclusive of intercompany assets, amounted to $ 7,039,301 and $ 3,122,209 as of December 31, 2025 and 2024, respectively.

Total liabilities, exclusive of intercompany liabilities, were $ 17,782,198 and $ 3,801,744 as of December 31, 2025 and 2024, respectively.

The Company’s VIEs total stockholders’ deficit were $ 10,742,897 and $ 679,535 as of December 31, 2025 and 2024, respectively.

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Foreign Currency

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Assets and liabilities of the Company’s foreign operation denominated in the British pound are translated at the spot rate in effect at the applicable reporting date, except for equity accounts, which are translated at historical rates.

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

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

The resulting unrealized cumulative translation adjustment for the years ended December 31, 2025, 2024 and 2023 were $ 1,079,900 , $( 263,036 ), and $ 743,699 , respectively.

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The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses;

the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period.

the disclosure of contingent assets and liabilities in its financial statements;

and the reported amounts of expenses during the reporting period.

The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for credit loss, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, contingent consideration, reserve for losses within the Company’s insurance deductibles, income taxes and deferred income tax.

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To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely affected.

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Self-Insurance Reserves

The Company self-insures a number of risks, including, but not limited to, workers’ compensation, general liability, auto liability and certain employee-related healthcare benefits.

The Company self-insures a number of risks, including, but not limited to, workers’ compensation, auto liability and certain employee-related healthcare benefits.

Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis.

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On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations.

To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, general liability and auto liability.

Concentration of Credit Risk and Off-Balance Sheet Risk

The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality.

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

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

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

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

The Company has no financial instruments with off-balance sheet risk of loss.

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

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

Major Customers

The Company had one customer that accounted for approximately 38 % of revenues and 39 % of net accounts receivable and another customer that accounted for 28 % of revenues and 37 % of net accounts receivable for the year ended December 31, 2024.

The Company had one customer that accounted for approximately 40 % of revenues and 42 % of net accounts receivable and another customer that accounted for 21 % of revenues and 40 % of net accounts receivable for the year ended December 31, 2023.

The Company had one customer that accounted for approximately 35 % of revenues and 45 % of net accounts receivable for the year ended December 31, 2022.

The Company had one customer that accounted for approximately 33 % of revenues for the year ended December 31, 2025, two customers that accounted for approximately 38 % and 28 %, respectively, of revenues for the year ended December 31,

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2024, and two customers that accounted for approximately 40 % and 21 %, respectively, of revenues for the year ended December 31, 2023.

As of December 31, 2025, the Company had two customers that accounted for approximately 23 % and 12 %, respectively, of net accounts receivable.

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

The Company had one vendor that accounted for approximately 13 %, 17 % and 14 % of total cost for the years ended December 31, 2025, 2024 and 2023 , respectively.

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

The Company had cash balances of approximately $ 4,020,221 and $ 3,699,793 with foreign financial institutions on December 31, 2024 and 2023, respectively.

Restricted Cash

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the Consolidated Balance Sheets.

Restricted cash is classified as either a current or non-current asset depending on the

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restriction period.

The Company had cash balances of approximat ely $ 1,788,119 and $ 4,020,221 with foreign financial institutions as of December 31, 2025 and 2024, respectively.

Restricted Cash and Cash Equivalents and Restricted Investments

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash and cash equivalents in the Consolidated Balance Sheets.

Restricted cash and cash equivalents is classified as either a current or non-current asset depending on the restriction period.

The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures and a standby letter of credit as required by its insurance carrier (see Note 9).

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The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs.

These amounts are reflected in “Restricted cash” in the accompanying Consolidated Balance Sheets.

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

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

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

government obligations, as available-for-sale.

The Company records the securities at fair market value, which is determined using quoted market prices at the end of each reporting period.

The Company includes fixed income securities

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maturing in three months or less within restricted cash and cash equivalents, and includes the remaining fixed income securities within restricted investments in the Consolidated Balance Sheets.

Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses, net of the tax related effect, are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity until realized.

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

The following table presents the Company’s restricted cash equivalents and restricted investments as of December 31, 2025 .

The Company did not invest in similar investments during 2024.

December 31, 2025

Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value

Money market funds $ 161,983 $ — $ — $ 161,983

Corporate bonds 939,157 6,832 — 945,989

government obligations 16,102,457 102,064 ( 497 ) 16,204,024

Total $ 17,203,597 $ 108,896 $ ( 497 ) $ 17,311,996

Included in restricted cash and cash equivalents $ 1,465,903 $ 218 $ — $ 1,466,121

Included in restricted investments $ 15,737,694 $ 108,678 $ ( 497 ) $ 15,845,875

The following table summarizes the contractual maturities of the Company’s restricted cash equivalents and restricted investments as of December 31, 2025 :

Amortized Cost Fair Value

Within 1 year $ 6,760,198 $ 6,762,886

After 1 year through 5 years 6,118,800 6,159,400

After 5 years through 10 years 4,324,599 4,389,710

Total $ 17,203,597 $ 17,311,996

Proceeds from the sales and maturities of the fixed income marketable securities was $ 33,575,877 for the year ended December 31, 2025 .

The Company included in other (expense) income in the Consolidated Statements of Operations and Comprehensive (Loss) Income a net realized gain of $ 50,009 for the year ended December 31, 2025 .

Fair Value of Financial Instruments

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Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

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

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2024, December 31, 2023 and December 31, 2022.

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

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

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025, 2024 and 2023 .

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

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

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

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

Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value.

Future changes in fair value of the contingent consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the Consolidated Statements of Operations and Comprehensive Income and Consolidated Balance Sheets in the period of the change.

Future changes in fair value of the contingent consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Balance Sheets in the period of the change.

Contingent Consideration

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

The Company recorded a change in fair value of contingent consideration in the amount of $ 187,506 and

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$( 338,956 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 and paid the remaining $ 2,008,524 as of December 31, 2024.

There was no estimated contingent consideration amount payable for Ryan Brothers as of December 31,2024 and an estimated contingent consideration of $ 1,821,018 as of December 31, 2023 (see Note 4).

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2025 but recorded a (loss) gain on change in fair value of contingent consideration in the amount of $( 187,506 ), and $ 338,956 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 .

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

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

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

The Company recorded a change in fair value of contingent consideration in the amount of $( 13,763 ) and $( 374,044 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

The Company did not record a change in fair value for the year ended December 31, 2025 but recorded a gain on change in fair value of contingent consideration in the amount of $ 13,763 and $ 374,044 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 426,655 .

The estimated contingent consideration amount payable for Exceptional was $ 265,538 and $ 279,301 as of December 31, 2024 and 2023, respectively (see Note 4).

The Company made a payment for the final installment due on the contingent liability in the amount of $ 265,538 during the year ended December 31, 2025.

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

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

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2024, recorded a change in fair value of contingent consideration in the amount of $( 2,000,312 ) for the year ended December 31, 2023, and did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

Additionally, the Company recorded foreign exchange movements of $( 4,798 ) and $ 129,599 for the years ended December 31, 2024 and 2023, respectively.

The Company did not record any foreign exchange movements for the year ended December 31, 2022.

The Company did not record a change in fair value of contingent consideration for the years ended December 31, 2025 and 2024, and recorded a gain on change in fair value of contingent consideration in the amount of $ 1,990,170 for the year ended December 31, 2023.

Additionally, the Company did not record any foreign exchange movements for the year ended December 31, 2025 but recorded foreign exchange movements of $( 4,798 ), and $ 119,457 for the years ended December 31, 2024 and 2023, respectively.

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

There was no remaining contingent liability bal ance as of December 31, 2024 and a contingent liability balance of $ 604,827 as of December 31, 2023 (see Note 4).

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

In connection with the acquisition by Holdings of Government Medical Services, LLC (“GMS”), the Company recorded $ 3,000,000 in contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the closing date of such acquisition.

During the year ended December 31, 2023, the Company made the full $ 3,000,000

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payment to settle the contingent liability balance (see Note 4).

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

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

The Company recorded a change in fair value of contingent consideration in the amount of $( 9,565,876 ) and $ 1,265,645 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded a (loss) gain on change in fair value of contingent consideration in the amount of $( 2,056,112 ), $ 9,565,876 , and $( 1,265,645 ) for the years ended December 31, 2025, 2024 and 2023, respectively.

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

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

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

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

The estimated contingent consideration amount payable for CRMS was $ 5,076,592 and $ 4,707,614 as of December 31, 2025 and 2024, respectively (see Note 4).

Impairment of Finite-Lived Intangible Assets

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

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

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

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

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

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

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

Refer to Note 7.

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

The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025.

The estimated contingent liability for PTI as of December 31, 2025 was $ 240,000 (see Note 4).

In connection with the acquisition of SteadyMD, Inc.

(“SteadyMD”), the Company recorded $ 2,300,000 in contingent consideration to be paid upon achieving certain revenue targets during the twelve-month period between January 1, 2026 and December 31, 2026.

The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025.

The estimated contingent liability for SteadyMD as of December 31, 2025 was $ 2,300,000 (see Note 4).

In connection with the acquisition of Primary Care Ambulance Corporation (“PCA”), the Company recorded $ 200,000 in contingent consideration to be paid upon meeting certain continued employment conditions.

The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025.

The estimated contingent liability for PCA as of December 31, 2025 was $ 200,000 (see Note 4).

Impairment of Goodwill

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

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

As a result of the quantitative assessment, the Company recognized a non-cash goodwill impairment charge of $ 8,718,398 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

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

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

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

During the fourth quarter of fiscal 2025, the Company identified an additional impairment triggering event associated with a sustained decrease in its publicly quoted share price and market capitalization, and accordingly, performed a goodwill quantitative assessment.

As a result of the quantitative assessment, the Company concluded that several reporting units within the Mobile Health Services, Transportation Services and Corporate operating segments had fair values less than

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their respective carrying values.

The Company therefore recognized a non-cash impairment charge of $ 49,509,698 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

The Company estimated the fair values of the reporting units by utilizing a combination of an income approach, employing a discounted cash flow method, and a market approach, employing a guideline publicly-traded company method.

The discounted cash flow method, which estimates fair values based on the present value of future cash flows, requires management to make various assumptions regarding the timing and amounts of these cash flows, including, but not limited to, growth rates, gross profit and EBITDA margins, capital expenditures and the terminal value of the business at the end of the projection period.

Management also estimated a discount rate associated with the risk of achieving the projected cash flows, as well as the capital structure of the reporting units.

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

Impairment of Intangible Assets

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

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

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

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

As a result of the quantitative assessment, the Company recognized a total non-cash finite-lived intangible asset impairment charge of $ 8,020,343 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

In connection with the evaluation of the goodwill impairment during the fourth quarter of 2025 due to the sustained decrease in the Company’s publicly quoted share price and market capitalization, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test.

The asset groups identified for impairment testing consisted of computer software, operating licenses, internally developed software, material contracts, customer relationships, trademarks, non-compete agreements, domain names, software license agreements, and acquired developed technology.

These asset groups consist of both finite-lived and indefinite-lived intangible assets within the Mobile Health Services, Transportation Services and Corporate operating segments.

As a result of the assessment, the Company recognized a total non-cash impairment charge of $ 22,627,902 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

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

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

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

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

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

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

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

Equity Investment Without Readily Determinable Fair Value

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

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

Refer to Note 8.

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

Accounts Receivable

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Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements.

The Company maintains an allowance for credit losses for accounts receivable, net which is recorded as an offset to accounts receivable, net and changes in this allowance are recorded within general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The carrying amount of accounts receivable represents the maximum credit risk exposure of these assets.

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The Company assesses collectability by aggregating and reviewing accounts receivable on a collective basis for customers that share similar risk characteristics.

Additionally, when accounts receivable do not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual specific identification basis when the Company identifies specific customers with known disputes or collectability issues.

Due to the short-term nature of the Company’s accounts receivables, the estimate of expected credit loss is based on the aging of accounts using an aging schedule as of period ends.

Additionally, when accounts receivable do not share risk characteristics with other accounts receivable, management will evaluate such accounts receivable for expected credit loss on an individual specific identification basis when the Company identifies specific customers with known disputes or collectability issues.

Due to the short-term nature of the Company’s accounts receivable, the estimate of expected credit loss is based on the aging of accounts using an aging schedule as of period ends.

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

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Property and Equipment

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

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

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

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

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

The Company provides for depreciation

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using the straight-line method over the estimated useful lives of the respective assets.

A summary of estimated useful lives is as follows:

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Vehicles 5 - 8 years

Medical equipment 5 years

Medical and other plant equipment 5 years

Leasehold improvements Shorter of useful life of asset or lease term

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

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These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.

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Impairment of Long-Lived Assets

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These events include:

(i) severe adverse industry or

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economic trends;

(i) severe adverse industry or economic trends;

(ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations;

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

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

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

Line of Credit

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Interest expense on outstanding balances is expensed as incurred.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to interest rate, market or foreign currency risks.

The Company evaluates its financial instruments to determine if such instruments contain features that qualify as embedded derivatives.

Related Party Transactions

The Company defines related parties as affiliates of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10 % of the voting interest), management, members of immediate families of principal owners or management, and other parties with which the Company may deal with if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Related party transactions are recorded within operating expenses in the Consolidated Statements of Operations and Comprehensive Income.

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

For details regarding the related party transactions that occurred during the years ended December 31, 2025, 2024 and 2023 refer to Note 16.

11 unchanged sentences

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

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

6 unchanged sentences

The Company reevaluates its variable consideration at each reporting period.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Nature of the Company’s Services

2 unchanged sentences

These services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts.

This segment also provides total care management solutions to large, typically underserved population groups, primarily through arrangements with municipalities, which include healthcare services as well as ancillary services, such as shelter.

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

Transportation Services :

26 unchanged sentences

Total revenue $ 322,196,000 $ 616,555,132 $ 624,288,642

Major Segments/Service Lines

Major Segments

Mobile Health Services $ 121,430,392 $ 423,126,040 $ 442,793,537

2 unchanged sentences

Stock Based Compensation

The Company maintains stock incentive plans under which the Company may issue incentive and non-qualified stock options, restricted stock units and performance-based stock units.

The Company maintains a stock incentive plan under which the Company may issue incentive and non-qualified stock options, restricted stock units and performance-based stock units.

The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation , which requires the recognition of the fair value of stock-based compensation.

2 unchanged sentences

The Company accounts for forfeitures as they occur.

For performance-based awards, expense is recognized over the period from the grant date to the estimated attainment date, which is the derived service period of the award, if the management determines that it is probable that the performance-based vesting conditions will be achieved.

All stock-based compensation costs are recorded in operating expenses in the Consolidated Statements of Operations and Comprehensive Income.

For performance-based awards with a market condition, the Company estimates the fair value of awards using a Monte Carlo simulation.

All performance-based awards are expensed over the period from the grant date to the estimated attainment date, which is the derived service period of the award, if management determines that it is probable that the performance-based vesting conditions will be achieved.

All stock-based compensation costs are recorded in operating expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Earnings per Share

3 unchanged sentences

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

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31,

2025 2024 2023

Net income attributable to stockholders of DocGo Inc.

Net (loss) income attributable to stockholders of DocGo Inc.

and Subsidiaries $ ( 182,399,628 ) $ 19,992,143 $ 6,858,455

2 unchanged sentences

Weighted-average shares - dilutive 99,068,651 109,422,840 105,617,817

Net income per share attributable to DocGo Inc.

Net (loss) income per share attributable to DocGo Inc.

and Subsidiaries - Basic $ ( 1.84 ) $ 0.20 $ 0.07

Net income per share attributable to DocGo Inc.

Net (loss) income per share attributable to DocGo Inc.

and Subsidiaries - Diluted $ ( 1.84 ) $ 0.18 $ 0.06

Anti-dilutive employee share-based awards excluded 17,916,585 7,251,625 10,638,371

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity Method Investment

4 unchanged sentences

Equity Investment without Readily Determinable Fair Value

Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) which do not have readily determinable fair values are recorded as equity investments without readily determinable fair value in accordance with ASC 321.

Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) that do not have readily determinable fair values are recorded as equity investments without readily determinable fair value in accordance with ASC 321.

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

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

During the year ended December 31, 2025, the Company recognized an impairment loss of $ 5,000,000 based on the latest available financial information and the estimated recoverable value of the investment.

During the years ended December 31, 2024 and 2023, no impairment losses were recognized for the equity investments without readily determinable fair values.

6 unchanged sentences

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

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

The Company has elected to

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

1 unchanged sentence

The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases.

The Company subleases some of its unused office spaces to third parties for lease terms not exceeding 3 years.

The Company recognizes sublease income on a straight-line basis over the sublease term.

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach.

4 unchanged sentences

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of the available facts and circumstances.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

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

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

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

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

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

Recently Issued Accounting Standards Adopted

3 unchanged sentences

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

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

Refer to Note 11 for the updated presentation.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

2 unchanged sentences

ASU 2023-09 includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 and applied the amendments retrospectively to all prior periods in the presented financial statements.

The required disclosure enhancements of ASU 2023-09 did not have a material impact on the Company’s Consolidated Financial Statements, but expanded the Company’s income tax disclosures.

Refer to Note 17 for the updated disclosure.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 addresses investor requests for more transparency about expense information through the disaggregation of relevant expense captions in the notes to the financial statements.

The provisions of ASU 2024-03 are effective for fiscal

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03 on its disclosures.

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs.

The update aims to improve consistency and comparability in financial reporting.

The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods.

Early adoption is permitted.

Upon adoption, the guidance will be applied prospectively.

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

In September 2025, the FASB issued ASU No.

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

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

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

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

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

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

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

Property and Equipment, net

1 unchanged sentence

2025 December 31,

Transportation equipment $ 17,300,595 $ 17,438,072

Medical equipment 9,210,203 7,104,161

Vehicles $ 18,115,890 $ 17,300,595

Medical and other plant equipment 10,639,965 9,210,203

Office equipment and furniture 4,722,066 4,293,100

6 unchanged sentences

During the year ended December 31, 2025, the Company disposed of assets with a cost of $ 1,306,454 and accumulated depreciation of $ 1,064,619 for proceeds of $ 202,167 .

The Company recorded a gain on disposal of assets of $ 24,946 .

During the year ended December 31, 2023, the Company disposed of assets with a cost of $ 12,343,547 and accumulated depreciation of $ 10,743,915 for proceeds of $ 747,088 .

The Company recorded a loss on disposal of assets of $ 39,668 .

During the year ended December 31, 2024, the Company disposed of assets with a cost of $ 758,859 and accumulated depreciation of $ 509,378 for proceeds of $ 274,427 .

The Company recorded a gain on disposal of assets of $ 24,946 .

During the year ended December 31, 2023, the Company disposed of assets with a cost of $ 12,343,547 and accumulated depreciation of $ 10,743,915 for proceeds of $ 747,088 .

The Company recorded a loss on disposal of assets of $ 852,544 .

The Company recorded depreciation expenses of $ 5,606,818 , $ 4,829,780 and $ 4,114,346 as of December 31, 2024, 2023 and 2022, respectively.

The Company recorded depreciation expenses of $ 4,863,255 , $ 5,606,818 and $ 4,829,780 for the years ended December 31, 2025, 2024 and 2023, respectively.

Government Medical Services, LLC

On July 6, 2022, Holdings acquired 100 % of the outstanding shares of GMS, a provider of medical services.

The aggregate purchase price consisted of $ 20,338,789 in cash consideration.

Holdings also agreed to pay GMS an additional $ 3,000,000 upon GMS meeting certain performance conditions within a year of the closing date of such acquisition.

During the year ended December 31, 2023, the Company made the full $ 3,000,000 payment to settle the contingent liability balance.

The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2023.

Exceptional Medical Transportation, LLC

2 unchanged sentences

During the year ended December 31, 2024, the Company wrote off $ 1,315,691 and paid $ 109,619 of pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

Additionally, the Company paid $ 3,000,000 of the $ 6,000,000 remaining purchase price payable as of December 31, 2023 and paid the remaining $ 3,000,000 as of December 31, 2024.

There was no remaining purchase price payable as of December 31, 2024 and a purchase price payable of $ 3,000,000 as of December 31, 2023.

Additionally, the Company paid $ 3,000,000 for the remaining purchase price through due to seller during the year ended December 31, 2024.

During the year ended December 31, 2025, the Company recorded $ 25,770 additional pre-acquisition accounts receivable through due to seller.

As of December 31, 2025 and 2024, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 54,426 and $ 28,656 , respectively.

The Company recorded a change in fair value of contingent consideration in the amount of $( 13,763 ) and $( 374,044 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2025 but recorded a gain on the change in fair value of contingent consideration in the amount of $ 13,763 and $ 374,044 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 426,655 .

The estimated contingent consideration amount payable for Exceptional was $ 265,538 and $ 279,301 as of December 31, 2024 and 2023, respectively.

The Company made a payment for the second installment due on the contingent liability in the amount of $ 265,538 during the year ended December 31, 2025.

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

Fort Atkinson, LLC

1 unchanged sentence

During the year ended December 31, 2024, the Company wrote off $ 3,360,067 pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

Additionally, the Company made payments in the amount of $ 8,976 on the remaining purchase price payable during the year ended December 31, 2024.

There was no remaining due to seller balance as of December 31, 2024 and a due to seller balance of $ 3,369,043 as of December 31, 2023.

The Company recorded a change in fair value of contingent consideration in the amount of $ 187,506 and $( 338,956 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

There was no estimated contingent consideration amount payable for Ryan Brothers as of December 31,2024 and an estimated contingent consideration of $ 1,821,018 as of December 31, 2023.

Additionally, the Company made payments in the amount of $ 8,976 for the remaining purchase price through due to seller during the year ended December 31, 2024.

As of December 31, 2025 and 2024, there was no remaining due to seller amounts outstanding.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2025 but recorded a (loss) gain on the change in fair value of contingent consideration in the amount of $( 187,506 ) and $ 338,956 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 .

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

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

Location Medical Services, LLC

1 unchanged sentence

(“UK Ltd.”), acquired 100 % of the outstanding shares of common stock of LMS.

The aggregate purchase price consisted of $ 302,450 in cash consideration.

The aggregate purchase price consisted of $ 302,450 in cash

consideration.

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

Additionally, the Company paid $ 11,279,201 of deferred consideration to LMS during the year ended December 31, 2023.

As of December 31, 2024 and 2023, there was no remaining due to seller amounts outstanding.

Additionally, the Company recorded foreign exchange movements of $( 4,798 ) and $ 129,599 for the years ended December 31, 2024 and 2023, respectively.

The Company did not record any foreign exchange movements for the year ended December 31, 2022.

The Company did not record a change in fair value of contingent consideration for the years ended December 31, 2025 and 2024 but recorded a gain on the change in fair value of contingent consideration in the amount of $ 1,990,170 for the year ended December 31, 2023.

Additionally, the Company did not record any foreign exchange movements for the year ended December 31, 2025 but recorded foreign exchange movements of $( 4,798 ) and $ 119,457 for the years ended December 31, 2024 and 2023, respectively.

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

There was no remaining contingent liability balance as of December 31, 2024 and a contingent liability balance of $ 604,827 as of December 31, 2023.

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

Cardiac RMS, LLC

4 unchanged sentences

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

Acquisition costs are included in general and administrative expenses and totaled $ 229,937 for the year ended December 31, 2023.

The Company recorded a change in fair value of contingent consideration in the amount of $( 9,565,876 ) and $ 1,265,645 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded a (loss) gain on the change in fair value of contingent consideration in the amount of $( 2,056,112 ), $ 9,565,876 and $( 1,265,645 ) for the years ended December 31, 2025, 2024 and 2023, respectively.

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

On July 19, 2024, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment.

The estimated contingent consideration amount payable for CRMS was $ 4,707,614 and $ 17,087,835 as of December 31, 2024 and 2023, respectively.

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

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

Th e estimated contingent consideration amount payable for CRMS was $ 5,076,592 and $ 4,707,614 as of December 31, 2025 and 2024, respectively.

Ambulnz-FMC North America LLC

On April 1, 2023, the Company acquired the remaining outstanding shares of common stock of Ambulnz-FMC North America LLC (“FMC NA”), a prominent healthcare company that focuses on providing vital products and services for patients suffering from kidney diseases and renal failure, from its joint venture with Holdings in exchange for $ 4,000,000 in cash and $ 3,000,000 in Common Stock.

Acquisition costs are included in general and administrative expenses totaling approximately $ 35,560 for the year ended December 31, 2023.

Healthworx LLC

2 unchanged sentences

On July 1, 2024, the Company acquired the remaining noncontrolling interest in its Ambulnz CO, LLC (“Ambulnz CO”) joint venture from the University of Colorado Health in exchange for $ 1,848,000 in cash.

Professional Technicians, LLC

On February 10, 2025, the Company acquired 100 % of the outstanding shares of common stock of PTI, a provider of mobile phlebotomy services.

The aggregate purchase price consisted of $ 3,800,000 of cash consideration paid at closing and $ 179,081 in deferred consideration.

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

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

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

The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025 .

The estimated contingent liability for PTI as of December 31, 2025 remained at $ 240,000 .

During the year ended December 31, 2025 , the Company recorded $ 70,741 of additional pre-acquisition other current assets through due to seller, and also paid pre-acquisition accounts receivable and other current assets in the amounts of $ 418,331 and $ 459,382 , respectively.

There was a due to seller balance of $ 103,475 for PTI as of December 31, 2025 .

SteadyMD, Inc.

On October 20, 2025, Holdings acquired 100 % of the equity interests in SteadyMD via a statutory merger in which SteadyMD merged with and into STMD Merger Company, LLC (“MergerCo”), with MergerCo surviving the transaction.

SteadyMD offers a 50-state virtual clinician workforce that provides telehealth for digital health companies, labs, pharmacies, employers and other healthcare innovators.

SteadyMD’s scaled network of virtual providers aligns with the Company’s goal to achieve more efficient delivery of patient care.

The aggregate purchase price consisted of $ 12,958,309 in cash consideration, which included payments to settle specified SteadyMD third-party indebtedness and satisfy convertible noteholders.

The Company also agreed to pay up to an additional $ 12,500,000 in contingent consideration upon SteadyMD achieving certain net revenue targets during the twelve-month period between January 1, 2026 and December 31, 2026.

On the date of acquisition, the Company recorded contingent consideration in the amount of $ 2,300,000 based on the initial estimate of SteadyMD’s revenue utilizing the probability-weighted expected return method.

The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025.

The estimated contingent liability for SteadyMD as of December 31, 2025 remained at $ 2,300,000 .

The Company recognized $ 7,578,715 of goodwill, which represents an acquired workforce and the potential synergies associated with the SteadyMD acquisition.

All of the goodwill was assigned to the Company’s Mobile Health Services operating segment.

The Company recognized $ 1,385,358 in transaction costs related to the SteadyMD acquisition for the year ended December 31, 2025, which were reflected within legal and regulatory expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2025 includes revenue of $ 6,111,138 and a net loss of $ 12,818,026 attributable to SteadyMD since the date of acquisition.

Primary Care Ambulance Corporation

On December 30, 2025, Holdings acquired certain assets and assumed certain liabilities of PCA.

The transaction has been accounted for as a business combination using the acquisition method of accounting in which the Company acquired 100 % of PCA’s equity interests.

PCA is a provider of both emergency and non-emergency medical transportation based in Staten Island, New York, which allows the Company to geographically expand its current service offerings.

The aggregate purchase price consisted of $ 1,400,000 in cash consideration, of which $ 1,200,000 was paid at closing and $ 200,000 was paid prior to closing.

The Company also agreed to pay up to an additional $ 200,000 in contingent consideration upon the fulfillment of certain continued employment conditions.

On the date of acquisition, the Company recorded contingent consideration in the full amount of $ 200,000 based on the initial estimate that the conditions will be achieved.

The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025.

The estimated contingent liability for PCA as of December 31, 2025 remained at $ 200,000 .

The Company recognized $ 864,697 of goodwill which represents an acquired workforce and the potential operational benefits associated with an expanded geographic presence following the PCA acquisition.

All of the goodwill was assigned to the Company’s Transportation Services operating segment.

The transaction costs of the acquisition did not have a material impact to the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

Ambulnz CO FMC NA

CRMS FMC NA Ambulnz CO PTI SteadyMD PCA Total

Consideration

1 unchanged sentence

Stock consideration 1,000,000 3,000,000 — — — — 4,000,000

Due to seller — — — —

Amounts held under an escrow account — — — —

Deferred consideration — — — 179,081 — — 179,081

Contingent liability 15,822,190 — — 240,000 2,300,000 200,000 18,562,190

1 unchanged sentence

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash $ — $ — $ 1,574,604 $ 1,574,604

Accounts receivable — — 2,033,533 2,033,533

Cash and cash equivalents $ 1,574,604 $ — $ — $ 153,682 $ 1,609,649 $ — $ 3,337,935

Accounts receivable, net 2,033,533 — — 521,806 5,991,253 — 8,546,592

Prepaid expenses — — — 36,622 233,711 6,959 277,292

Other current assets 293,478 — — 388,641 6,737 — 688,856

Property and equipment — — — —

Intangible assets — — 15,930,000 15,930,000

Property and equipment, net — — — — 32,856 152,266 185,122

Intangibles, net 15,930,000 — — 2,224,990 4,700,000 561,444 23,416,434

Operating lease right-of-use asset — — — — 285,325 100,342 385,667

Other assets — — — — 17,110 14,634 31,744

Total identifiable assets acquired 19,831,615 — — 3,325,741 12,876,641 835,645 36,869,642

Accounts payable 28,978 — — — 342,390 — 371,368

Accrued liabilities 174,177 — — 111,223 4,453,989 — 4,739,389

Due to seller 2,448,460 — — 910,447 — — 3,358,907

Other current liabilities — — 174,177 174,177

Operating lease liability, current — — — — 125,925 78,195 204,120

Operating lease liability, non-current — — — — 159,400 22,147 181,547

Deferred tax liability — — — — 115,343 — 115,343

Total liabilities assumed 2,651,615 — — 1,021,670 5,197,047 100,342 8,970,674

3 unchanged sentences

Total purchase price $ 25,822,190 $ 7,000,000 $ 1,848,000 $ 4,219,081 $ 15,258,309 $ 1,600,000 $ 55,747,580

Pro Forma Disclosures

The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2023 and 2022 gives effect to the acquisitions disclosed above as if they had occurred on January 1, 2022.

The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company.

The figures presented below for the year ended December 31, 2023 represent the actual

results of the Company, as the financial results of CRMS were consolidated in the Company’s results of operations for the entirety of the period.

Revenue $ 627,402,261 $ 539,522,587

$ 11,087,122 $ 46,960,359

The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets;

depreciation of property and equipment that have been revalued;

transaction costs;

interest expense;

and the related tax effects.

ABC Transaction and Held for Sale

In 2022, the Company started discussions regarding the potential liquidation process of Ambulnz Health, LLC (“Health”) through an assignment for the benefit of creditors (“ABC”), with a targeted timeline for the transaction to be fully closed by December 31, 2022.

The conversation involved operations, human resources, external legal counsel, and Amb, LLC, a California limited liability company (the “Assignee”).

Due to operational processes, the filing was extended and finalized on February 3, 2023.

An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law.

Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law.

In the ABC, all of Health’s assets were transferred to the Assignee, who acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee.

The Assignee is responsible for liquidating the assets.

Similar to a bankruptcy case, there is a claims process.

Creditors of Health received notice of the ABC and a proof of claim form and were required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee.

As of December 31, 2022, Health met the criteria to be classified as held for sale.

A s a result, the Company was required to record the respective assets and liabilities at the lower of carrying value or fair value, less any costs to sell and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets.

The intercompany receivables and intercompany payables were eliminated in the Company’s Consolidated Balance Sheet as of December 31, 2022.

In connection with the ABC, the Company evaluated its goodwill balances as of December 31, 2022 and determined that there was an impairment of goodwill related to its Health reporting unit.

The impairment was primarily due to the ABC filing.

As a result of this impairment, the Company recognized a non-cash charge of $ 2,921,958 in the year ended December 31, 2022 in the Consolidated Statements of Operations and Comprehensive Income.

Unaudited Pro Forma Disclosures

The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2025 and 2024 gives effect to the SteadyMD acquisition as if it had occurred on January 1, 2024.

The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management

of the Company.

The pro forma financial information for the year ended December 31, 2025 combines the Company’s results with the results of SteadyMD for the period beginning January 1, 2025 through October 20, 2025.

The pro forma financial information for the year ended December 31, 2024 combined the Company’s 2024 historical results with the full-year results of SteadyMD.

Year Ended December 31,

Revenues, net $ 345,620,390 $ 640,592,971

Net loss $ ( 198,012,912 ) $ ( 3,230,388 )

The unaudited pro forma combined financial information presented above includes the accounting effects of the adjustments for amortization charges for acquired intangible assets, fair value adjustments relating to leases and fixed assets, interest expense, transaction costs and the tax effects of the SteadyMD business combination.

The acquisitions of PTI and PCA did not have a material impact on the Company’s Consolidated Financial Statements, and therefore historical and pro forma disclosures have not been presented.

The Company recorded an aggregate of $ 10,358,422 in goodwill in connection with its acquisitions for the year ended December 31, 2025 .

The Company did not record any goodwill in connection with acquisitions during the year ended December 31, 2024.

The Company recorded an aggregate of $ 8,642,190 in goodwill in connection with its acquisitions during the year ended December 31, 2023.

The carrying value of goodwill amounted to $ 47,432,550 as of December 31, 2024.

The changes in the carrying value of goodwill for the year ended December 31, 2024 are as noted in the table below:

Carrying Value

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

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

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

The Company therefore recognized a non-cash impairment charge of $ 49,509,698 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

Management also estimated a discount rate associated with the risk of achieving the projected cash flows, as well as the capital structure of the reporting units.

Fair value of the reporting units are, therefore, determined

using significant unobservable inputs, or level 3 in the fair value hierarchy.

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

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

The carrying value of goodwill amounted to $ 0 and 47,432,550 as of December 31, 2025 and December 31, 2024 , respectively .

The following table summarizes goodwill by applicable operating segments:

December 31, 2025 December 31, 2024

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

Mobile Health Services $ 24,865,586 $ ( 24,865,586 ) $ — $ 14,934,737 $ — $ 14,934,737

Transportation Services 24,720,320 ( 24,720,320 ) — 23,855,623 — 23,855,623

Corporate 8,642,190 ( 8,642,190 ) — 8,642,190 — 8,642,190

Total $ 58,228,096 $ ( 58,228,096 ) $ — $ 47,432,550 $ — $ 47,432,550

The changes in the carrying value of goodwill by applicable operating segments for the years ended December 31, 2025 and 2024 are as noted in the table below:

Mobile Health Services Transportation Services Corporate Total

Balance as of December 31, 2023 $ 15,042,116 $ 23,855,623 $ 8,642,190 $ 47,539,929

Goodwill acquired during the period 8,642,190

Currency translation adjustment and others ( 2,674 )

Foreign currency translation adjustment ( 107,379 ) — — ( 107,379 )

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

Currency translation adjustment and others ( 107,379 )

Goodwill acquired during the period 9,493,725 864,697 — 10,358,422

Impairment ( 24,865,586 ) ( 24,720,320 ) ( 8,642,190 ) ( 58,228,096 )

Foreign currency translation adjustment 437,124 — — 437,124

Balance as of December 31, 2025 $ — $ — $ — $ —

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Non-compete agreements 5 years 100,000 100,000 ( 145,000 ) ( 55,000 ) —

Domain names 10 years — 15,990 ( 14,524 ) ( 1,466 ) —

Software license agreement Indefinite — 500,000 ( 500,000 ) — —

Acquired developed technology 6 years — 1,600,000 ( 1,544,444 ) ( 55,556 ) —

Trade credits 5 years 1,500,000 — ( 1,500,000 ) — —

17 unchanged sentences

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

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $( 12,455 ) for the year ended December 31, 2024.

The intangible assets include a foreign currency translation adjustment in the amount of $ 124,883 and $( 12,455 ) for the years ended December 31, 2025 and 2024, respectively.

Intangible asset balances are translated into U.S.

dollars using exchange rates in effect at period

end, and adjustments related to foreign currency translation are included in other comprehensive income.

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

The Company recorded a loss on disposal of intangible assets of $ 1,264 for the year ended December 31, 2024.

There were no disposal of intangible assets for the years ended December 31, 2023 and 2022.

The Company also reclassified certain intangible assets with a cost of $ 30,361 and accumulated amortization of $ 8,136 to “legal and regulatory” expenses within the Consolidated Statements of Operations and Comprehensive Income.

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

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

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

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

During the years ended December 31, 2025 and 2023, the Company did not record any disposal of intangible assets, while for the year ended December 31, 2024, the Company disposed of intangible assets with a cost of $ 1,540 and accumulated amortization of $ 276 .

The Company recorded a loss on disposal of assets of $ 1,264 for the year ended December 31, 2024.

The asset groups

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

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

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

These asset groups consist of both finite-lived and indefinite-lived intangible assets within the Mobile Health Services, Transportation Services and Corporate operating segments.

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

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

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

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

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

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

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

The Company recorded amortization expense of $ 5,582,601 , $ 5,660,818 and $ 5,249,358 for the periods ended December 31, 2025, 2024 and 2023, respectively.

Future amortization expense at December 31, 2024 for the next five years and in the aggregate are as follows:

2025 $ 2,839,672

2026 2,167,093

2027 2,149,822

2028 2,113,652

2029 2,080,148

Thereafter 3,416,872

Total $ 14,767,259

There is no future amortization expense for the next five years as of December 31, 2025 with respect to the Company’s intangible assets following the impairment charges.

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

2024 December 31,

Percentage Ownership Amount Percentage Ownership Amount

Equity investment without readily determinable fair value $ — $ 5,000,000

Equity method investment Various 547,979 Various 553,573

Equity method investment — 547,979

Total investments $ — $ 5,547,979

2 unchanged sentences

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

During the year ended 2024, no impairment losses or upward adjustments were recognized for the equity investments without readily determinable fair value.

As of December 31, 2024, the Company’s investments in equity securities without readily determinable fair values totaled $ 5,000,000 , and are included in the caption “Investments” on the Consolidated Balance Sheets.

During the year ended December 31, 2024, no impairment losses or upward adjustments were recognized for the equity investments without readily determinable fair value.

The Company’s investments in equity securities without readily determinable fair values totaled $ 0 and $ 5,000,000 as of December 31, 2025 and 2024, respectively, and are included in investments on the Consolidated Balance Sheets.

Equity Method Investments

1 unchanged sentence

(“RND”) for $ 655,876 .

During the year ended December 31, 2024 and 2023, the Company made an additional investment amounting to $ 310,450 and $ 298,932 , respectively.

The Company’s carrying value in RND, an equity method investee, is reflected in the caption “Investments” on the Consolidated Balance Sheets.

Changes in value of RND are recorded in “(Loss) gain on equity method investments” on the accompanying Consolidated Statements of Operations and Comprehensive Income.

On November 1, 2021, the Company acquired a 20 % interest in National Providers Association, LLC (“NPA”) for $ 30,000 .

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

As of December 31, 2024 and December 31, 2023, the Company owned 50 % of NPA.

The Company’s carrying value in NPA, an equity method investee, is reflected in the caption “Investments” on the accompanying Consolidated Balance Sheets.

Changes in value of NPA are recorded in “(Loss) gain on equity method investments” on the Consolidated Statements of Operations and Comprehensive Income.

During the years ended December 31, 2025, 2024 and 2023, the Company made additional investments amounting to $ 4,784 , $ 310,450 and $ 298,932 , respectively.

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

Changes in value of RND are recorded in loss on equity method investments in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income.

During the year ended December 31, 2025, the Company recorded a non-cash impairment charge of $ 434,222 on its RND investment, which represented an other-than-temporary impairment as a result of RND’s bankruptcy declaration.

The Company recorded the impairment charge within loss on equity method investments in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income.

The carrying value of the Company’s investment in RND was $ 0 as of December 31, 2025 following the impairment.

Accrued Liabilities

Accrued liabilities consisted of the following at the dates indicated:

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

2025 December 31,

1 unchanged sentence

Accrued general expenses 12,053,483 16,530,363

Accrued subcontractors 9,174,499 37,858,755

Accrued payroll 5,511,713 4,374,654

Accrued subcontractors 4,350,051 9,174,499

Accrued bonus 2,644,625 3,078,445

Other current liabilities 2,605,554 2,350,523

Total accrued liabilities $ 42,789,440 $ 49,896,796

Line of Credit

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

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

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

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

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

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

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

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

The applicable margins were based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis.

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

The Prior Revolving Facility was due to mature on November 1, 2027, the five-year anniversary of the closing date.

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

The Prior Revolving Facility was subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the Prior Credit Agreement.

On August 1, 2025, the Company repaid all amounts outstanding under the Prior Revolving Facility.

The total amount paid was $ 30,320,173 , of which $ 30,000,000 represented the outstanding principal amount and $ 320,173 represented the outstanding interest.

On August 7, 2025, the Company amended and restated the Prior Credit Agreement (as amended and restated, the “Credit Agreement”).

The Credit Agreement provides for a revolving credit facility (“Revolving Facility”) up to an aggregate principal amount of $ 55,000,000 and borrowings thereunder are subject to a borrowing base formula based on eligible receivables as described therein.

The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $ 20,000,000 , though neither Lender nor any other lender is obligated to provide any such additional commitment.

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

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

The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis.

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

The Revolving Facility matures on the five-year anniversary of the closing date, November 1, 2027.

The Revolving Facility is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets.

The Revolving Facility is subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the Credit Agreement.

As of December 31, 2023, there was a $ 25,000,000 outstanding balance on the Revolving Facility.

The Company drew down an additional $ 15,000,000 on February 8, 2024 under the Revolving Facility.

On February 27, 2024, the Company paid the $ 40,000,000 Revolving Facility balance.

On March 4, 2024, the Company drew down $ 15,000,000 and made an additional $ 15,000,000 draw on March 18, 2024 .

As of December 31, 2024 , the outstanding balance of the Revolving Facility w as $ 30,000,000 and the unused portion of the Revolving Facility was $ 60,000,000 .

The Company incurred $ 2,162,753 and $ 359,330 in interest charges relating to its Revolving Facility for the years ended December 31, 2024 and 2023, respectively, which is reflected in interest (expense) income on the Company’s Consolidated Statements of Operations and Comprehensive Income.

The applicable margin for an adjusted term SOFR loan is 2.00 % and the applicable margin for a base rate loan is 1.00 %.

The Revolving Facility matures on November 1, 2027, the five-year anniversary of the original closing date of the Prior Credit Agreement.

The Credit Agreement is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets.

The Credit Agreement is subject to a certain minimum liquidity financial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability under the Credit Agreement.

As of December 31, 2024, there was a $ 30,000,000 outstanding balance on the Prior Revolving Facility, and the unused portion of the Prior Revolving Facility was $ 60,000,000 .

As of December 31, 2025, the Company had no borrowings outstanding and the unused portion of the Revolving Facility was $ 55,000,000 .

The Company incurred $ 998,151 , $ 2,162,753 and $ 359,330 in interest charges relating to its Prior Revolving Facility for the years ended December 31, 2025, 2024 and 2023, respectively, which is reflected in interest (expense) income, net on the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.

Standby Letters of Credit

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The letter of credit had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

The letter of credit automatically renewed on October 20, 2024.

As of December 31, 2025, no amounts had been drawn.

On December 20, 2024, the Company obtained an irrevocable letter of credit from a financial institution in the amount of $ 133,303 .

The letter of credit expires on the one-year anniversary of the closing date, or December 20, 2025 and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

The letter of credit had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

As of December 31, 2025, no amounts had been drawn.

1 unchanged sentence

The Company has various loans with finance companies with monthly installments aggregating $ 6,401 , inclusive of interest ranging from 2.50 % to 8.15 %.

The loan notes mature at various times through 2026 and are secured by transportation equipment.

The loan notes mature at various times from May 2026 through April 2030 and are secured by transportation equi pment.

During the year ended December 31, 2024, the Company fully repaid one of its loan payables that was originally scheduled to mature in August 2026 amounting to $ 38,949 .

As of December 31, 2024, the Company has one remaining loan payable, scheduled to mature in May 2026, with an outstanding balance of $ 17,730 .

The following table summarizes the Company’s notes payable:

2025 December 31,

Equipment and financing loans payable, between 2.5 % and 4.8 % interest and maturing on May 2026 and August 2026

Equipment and financing loans payable, between 2.50 % and 8.15 % interest and maturing between May 2026 and April 2030

$ 235,583 $ 17,730

2 unchanged sentences

Total non-current portion of notes payable $ 183,843 $ 5,215

Interest expenses were $ 3,407 , $( 201,883 ) and $ 117,664 for the periods ended December 31, 2024, 2023 and 2022, respectively.

Interest expenses (income) were $ 15,960 , $ 3,407 and $( 201,883 ) for the periods ended December 31, 2025, 2024 and 2023, respectively.

Future minimum annual maturities of notes payable as of December 31, 2025 are as follows:

4 unchanged sentences

Long-term portion of notes payable $ 183,843

Derivative Liabilities

For the year ended December 31, 2021, the Company determined the fair value of its warrants that were previously publicly traded in active markets (“Public Warrants’) using quoted market prices for identical instruments.

Accordingly, the Public Warrants were classified as Level 1 financial instruments.

As of December 31, 2021, there were 3,833,333 Public Warrants outstanding at a fair value of $ 8.1 million.

Because the transfer of the Company’s warrants that were issued in a private placement simultaneously with the closing of its initial public offering (“Private Warrants” and together with the Public Warrants, the “warrants”) to anyone outside of a small group of individuals constituting the sponsors of the Company would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant was the same as that of a Public Warrant, with an insignificant adjustment for marketability restrictions.

Accordingly, the Private Warrants were classified as Level 1 financial instruments.

As of December 31, 2021, 2,533,333 Private Warrants remained outstanding at a fair value of $ 5.4 million.

Due to fair value changes throughout the year ended December 31, 2021, we recorded a gain on remeasurement of warrant liabilities of $ 5.2 million.

For the year ended December 31, 2022, the Company recorded a gain of approximately $ 1.1 million from the remeasurement of warrant liabilities.

The warrants were marked-to-market in each reporting period, and this loss reflected the increase in the Company’s stock price relative to the beginning of the period.

On August 15, 2022, the Company announced the redemption of all of its outstanding warrants under the Warrant Agreement, dated as of October 14, 2020,

by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, on the redemption date of September 16, 2022 (the “Redemption Date”).

Warrants surrendered for exercise on a cashless basis resulted in the issuance of 1,406,371 shares of Common Stock.

A total of 68,514 warrants were not surrendered on the Redemption Date and were redeemed for $ 0.10 per warrant.

There were no warrants liabilities outstanding for the years ended December 31, 2024, 2023 and 2022.

Business Segment Information

1 unchanged sentence

Mobile Health Services, Transportation Services, and Corporate.

In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assessing performance.

Prior to 2023, the Company reported in two segments because the Company’s entities have two main revenue streams.

Beginning with the first quarter of 2023, the Company began reporting in three operating segments, adding a Corporate segment to allow for analysis of shared services and personnel that support both the Transportation Services and Mobile Health Services segments.

Previously, these costs had been allocated almost entirely to the Transportation Services segment.

All of the Company’s revenues and costs of revenues continue to be reported within the Transportation Services and Mobile Health Services segments.

The Corporate segment contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

The segment reporting for the prior-year period has been adjusted to conform to the new methodology, for the purposes of allowing a clearer analysis of year-over-year performance.

The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assesses the performance of these resources by revenue stream and by operating income or loss performance.

In accordance with ASU 2023-07, the Company has also included disclosure in the tables below about the significant expense categories that are regularly provided to the chief operating decision maker.

The Company has also disclosed an amount for other segment items, which are amounts included in income (loss) from operations that are not regularly provided to the chief operating decision maker.

Other segment items primarily consist of technology and development expenses, legal and professional fees, medical supplies, and other general and administrative expenses such as management fees, occupancy expense, and insurance costs.

In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers, the Company’s Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assessing performance.

All of the Company’s revenues and costs of revenues are reported within the Transportation Services and Mobile Health Services segments.

The Corporate segment relates to shared services and personnel that support both the Mobile Health Services and

Transportation Services segments and contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assess the performance of these resources by revenue stream and by operating income or loss performance.

The Company has also disclosed an amount for other segment items, which are amounts included in (loss) income from operations that are not regularly provided to the chief operating decision makers.

Other segment items primarily consist of technology and development expenses, legal and professional fees, medical supplies, impairment expenses and other general and administrative expenses such as management fees, occupancy expense and insurance costs.

The accounting policies of the segments are the same as the accounting policies of the Company as a whole.

The Company evaluates the performance of its Mobile Health Services, Transportation Services, and Corporate segments based primarily on results of operations.

Operating results for the business segments of the Company are as follows:

Operating results for the business segments of the Company as of and for the years ended December 31, 2025, 2024 and 2023 are as follows:

Mobile Health

8 unchanged sentences

Other segment items 64,005,268 81,191,551 39,829,476 185,026,295

Income (loss) from operations 94,025,850 ( 2,045,181 ) ( 63,291,943 ) 28,688,726

Loss from operations ( 54,353,222 ) ( 42,328,533 ) ( 81,351,745 ) ( 178,033,500 )

Depreciation and amortization expense 3,618,079 8,131,242 3,912,544 15,661,865

Stock compensation 4,951,476 162,641 12,327,901 17,442,018

Finite-lived intangible asset impairment 8,306,591 — — 8,306,591

Change in fair value of contingent consideration ( 9,392,133 ) — — ( 9,392,133 )

Intangible asset impairment 20,278,880 10,941,800 ( 572,435 ) 30,648,245

Loss on change in fair value of contingent consideration 2,056,112 — — 2,056,112

Goodwill impairment 24,865,586 24,720,320 8,642,190 58,228,096

Equity investment impairment — — 5,000,000 5,000,000

Total assets 67,687,015 95,912,459 53,503,538 217,103,012

12 unchanged sentences

Finite-lived intangible asset impairment 8,306,591 — — 8,306,591

Change in fair value of contingent consideration ( 1,437,525 ) — — ( 1,437,525 )

Gain on change in fair value of contingent consideration ( 9,392,133 ) — — ( 9,392,133 )

Total assets 208,739,901 134,169,086 112,712,145 455,621,132

11 unchanged sentences

Stock compensation 1,698,350 1,434,505 17,836,319 20,969,174

Finite-lived intangible asset impairment — — — —

Change in fair value of contingent consideration — — — —

Gain on change in fair value of contingent consideration ( 1,437,525 ) — — ( 1,437,525 )

Total assets 280,646,925 132,178,214 77,626,818 490,451,957

3 unchanged sentences

Geographic Information

The following table summarizes Long-lived assets by geographic location for the years ended December 31, 2024, 2023, and 2022:

The following table summarizes Long-lived assets by geographic location as of December 31, 2025, 2024 and 2023:

2025 2024 2023

8 unchanged sentences

Share Repurchase Program

On May 24, 2022, the Company’s Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 40,000,000 of Common Stock (the “2022 Repurchase Program”).

During the second and fourth quarter of 2022, the Company repurchased 536,839 shares of its Common Stock for $ 3,731,712 .

These shares were subsequently cancelled.

The 2022 Repurchase Program, which did not oblige the Company to repurchase a specific number of shares, expired on November 24, 2023.

On January 30, 2024, the Board of Directors authorized a new share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”).

On January 30, 2024, the Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”).

The Prior Repurchase Program did not obligate the Company to repurchase a specific number of shares.

1 unchanged sentence

The New Repurchase Program was originally set to expire on December 31, 2024.

On December 20, 2024, the Board of Directors extended the expiration date of the New Repurchase Program from December 31, 2024 to June 30, 2025.

On December 20, 2024, the Board approved an extension of the expiration date to June 30, 2025;

on June 12, 2025, the Board approved a further extension to December 31, 2025;

and on December 12, 2025, the Board approved an additional extension to June 30, 2026.

The New Repurchase Program may be suspended, extended, modified or discontinued at any time without prior notice.

Under the terms of the New Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.

The timing, manner, price and amount of shares repurchased under the New Repurchase Program depends on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations.

The New Repurchase Program may be modified, suspended or discontinued at any time without prior notice.

The New Repurchase Program does not obligate the Company to repurchase any specific number of shares.

Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings.

During the year ended December 31, 2024, the Company repurchased and subsequently cancelled 3,647,342 shares of Common Stock for $ 13,756,271 .

During the years ended December 31, 2025 and December 31, 2024, the Company repurchased and subsequently cancelled 4,481,069 and 3,647,342 shares of Common Stock for $ 10,828,906 and $ 13,756,271 , respectively.

There were no shares repurchased during the year ended December 31, 2023.

2 unchanged sentences

In 2021, the Company established the DocGo Inc.

2021 Equity Incentive Plan (the “Plan”) replacing Ambulnz, Inc.’s 2017 Equity Incentive Plan.

The Plan reserved 16,607,894 shares of Common Stock for issuance under the Plan.

The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years .

2021 Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc.’s 2017 Equity Incentive Plan.

The Plan initially reserved 16,607,894 shares of Common Stock for issuance under the Plan.

The Company’s stock options generally vest on various terms based on continuous services over periods ranging from one to five years .

The stock options are subject to time vesting requirements through 2028 and are nontransferable.

4 unchanged sentences

Subsequent to the Business Combination, the Company utilized publicly available pricing.

The expected term of the options represented the period of time the instruments were expected to be outstanding.

The expected term of the

options represented the period of time the instruments were expected to be outstanding.

The Company based the risk-free interest rate on the rate payable on the U.S.

1 unchanged sentence

Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.

No stock options were granted during the year ended December 31, 2025.

The following assumptions were used to compute the fair value of the stock option grants during the years ended December 31, 2024 and 2023:

4 unchanged sentences

Volatility 60.72 % - 71.18 %

52.37 % - 62.29 %

Dividend yield — % — %

4 unchanged sentences

Balance as of December 31, 2022 11,571,308 $ 7.11 9.05 $ 39,389,063

Granted/vested during the year 1,566,010 7.93 — —

Exercised during the year ( 514,065 ) 3.55 — —

Cancelled during the year ( 680,989 ) 7.52 — —

Granted 1,566,010 7.93 — —

Exercised ( 514,065 ) 3.55 — —

Cancelled ( 680,989 ) 7.52 — —

Balance as of December 31, 2023 11,942,264 7.36 8.16 3,961,556

Granted/vested during the year 506,822 3.59 — —

Exercised during the year ( 16,559 ) 1.59 — —

Cancelled during the year ( 4,265,031 ) 7.69 — —

Granted 506,822 3.59 — —

Exercised ( 16,559 ) 1.59 — —

Cancelled ( 4,265,031 ) 7.69 — —

Balance as of December 31, 2024 8,167,496 6.98 7.32 2,521,202

Granted — — — —

Exercised — — — —

Cancelled ( 820,961 ) 7.66 — —

Balance as of December 31, 2025 7,346,535 $ 6.93 5.59 $ —

Options vested and exercisable as of December 31, 2025 6,026,254 $ 7.06 5.17 $ —

1 unchanged sentence

The weighted average grant date fair value per share for stock option grants during the years ended December 31, 2024 and 2023 was $ 3.59 and $ 7.93 , respectively.

On December 31, 2024, 2023 and 2022, the total recorded stock-based compensation related to stock option awards granted was $ 6,652,789 , $ 11,795,320 , and $ 6,232,992 , respectively.

On December 31, 2024, 2023 and 2022, the total unrecognized compensation related to unvested stock option awards granted was $ 11,246,649 , $ 29,058,756 and $ 41,666,564 , respectively, which the Company expects to recognize over a weighted-average period of approximately 1.43 years.

For the years ended December 31, 2025, 2024 and 2023, the total recorded stock-based compensation related to stock option awards granted was $ 5,675,187 , $ 6,652,789 , and $ 11,795,320 , respectively.

As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested stock option awards granted was $ 3,245,364 , $ 11,246,649 and $ 29,058,756 , respectively, which the Company expects to recognize over a weighted-average period of approximately 1.11 years as of December 31, 2025.

Restricted Stock Units

The fair value of restricted stock units (“RSUs”) is determined on the date of grant.

The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive Income on a straight-line basis over the vesting period for RSUs.

The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs.

The vesting period for employees and members of the Board of Directors ranges from one to four years .

Activity under RSUs for the year ended December 31, 2024 was as follows:

The following is a summary of the RSU activity for the years ended December 31, 2025, 2024 and 2023:

RSUs Weighted-

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Balance as of December 31, 2023 2,424,095 5.61

Granted 3,009,868 3.94

Vested ( 1,205,460 ) 4.82

Forfeited ( 159,516 ) 4.92

Balance as of December 31, 2024 4,068,987 4.63

Granted 6,452,636 1.07

Vested ( 1,540,434 ) 4.38

Forfeited ( 461,216 ) 5.17

Balance as of December 31, 2025 8,519,973 $ 1.95

Vested and unissued as of December 31, 2025 46,143 $ 1.40

Non-vested as of December 31, 2025 8,473,830 $ 1.96

The total grant-date fair value of RSUs granted during the year ended December 31, 2024 was $ 11,854,256 .

For the years ended December 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expense related to RSUs of $ 5,783,838 , $ 9,101,027 , and $ 1,821,579 , respectively, out of which none and $ 493,043 is included in accrued liabilities as of December 31, 2024 and 2023, respectively.

On December 31, 2024, 2023 and 2022, the total unrecognized compensation related to unvested RSUs granted was $ 17,458,680 , $ 12,602,662 and $ 2,177,713 , respectively, which is expected to be recognized over a weighted-average period of approximately 2.0 years.

The total grant-date fair value of RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $ 6,926,027 , $ 11,854,256 , and $ 19,526,515 , respectively.

For the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $ 6,392,516 , $ 5,783,838 , and $ 9,101,027 , respectively.

As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested RSUs granted was $ 15,607,125 , $ 17,458,680 and $ 12,602,662 , respectively, which is expected to be recognized over a weighted-average period of approximately 3.2 years as of December 31, 2025.

Performance-based Stock Units

The fair value of performance-based stock units (“PSUs”) is determined on the date of grant.

The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive Income on a straight-line basis over the vesting period based on the grant date fair value of the awards and probability of the achievement of the specified performance target.

The vesting period for employees and members of the Board of Directors ranges from one to four years .

Activity under PSUs for the year ended December 31, 2024 was as follows:

PSUs Weighted-Average Grant Date Fair Value Per PSU

The Company grants performance-based restricted stock units (“PSUs”) to certain employees under its long-term incentive compensation plan.

PSU awards are subject to service-based and either performance-based or market-based vesting conditions.

For the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $ 5,374,315 , $ 1,197,459 and $ 72,827 , respectively.

As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested PSUs granted was $ 7,550,652 , $ 8,332,535 , and $ 5,527,166 , respectively.

The cost is expected to be recognized over a weighted-average period of approximately 3.0 years as of December 31, 2025.

PSU Grants with Performance Conditions (Revenue Performance Share Unit Grants)

As of December 31, 2025, the Company had outstanding PSUs with a performance condition from 2024.

The fair value of these awards is based on the Company’s quoted stock price on the grant date and vests based on the achievement of specific revenue targets in 2024.

The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period.

The vesting period for employees is four years .

The following is a summary of the revenue PSU activity for the years ended December 31, 2025, 2024 and 2023:

Revenue PSUs Weighted-Average Grant Date Fair Value Per PSU

Balance as of December 31, 2022 — $ —

Granted 1,085,270 5.16

Forfeited — —

Balance as of December 31, 2023 1,085,270 5.16

Forfeited — —

Performance adjustment ( 217,054 ) 5.16

Balance as of December 31, 2024 868,216 5.16

Vested and unissued as of December 31, 2024 — —

Non-vested as of December 31, 2024 2,073,467 4.60

The total grant-date fair value of PSUs granted during the year ended December 31, 2024 was $ 9,529,994 .

For the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $ 1,197,459 and $ 72,827 , respectively, which are included in accrued liabilities.

As of December 31, 2024 and 2023, the Company had unrecognized compensation cost related to non-vested PSUs amounting to $ 8,332,535 and $ 5,527,166 , respectively, which is expected to be recognized over a weighted-average period of approximately 3.0 years.

Vested ( 434,110 ) 5.16

Forfeited ( 77,519 ) 5.16

Performance adjustment — —

Balance as of December 31, 2025 356,587 $ 5.16

PSU Grants with Market Condition (TSR Performance Share Unit Grants)

As of December 31, 2025, the Company had outstanding PSUs with a market condition that will vest based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Nasdaq Healthcare Index in 2025 to 2028.

The fair value is determined on the grant date using a Monte Carlo simulation model.

The Company recognizes compensation expense on all these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards.

The Company accounts for forfeitures as they occur.

No PSUs with a market condition were granted during the year ended December 31, 2023.

The following assumptions were used in the Monte Carlo calculation for TSR PSU awards granted during the years ended December 31, 2025 and 2024:

Year Ended December 31,

Valuation date price $ 0.92 $ 4.19

Expected company volatility 65.86 % 68.05 %

Expected peer group volatility 93.20 % 90.63 %

Expected term (in years) 3.05 3.05

Risk-free interest rate 3.55 % 4.10 %

The following is a summary activity of the PSUs with a market condition for the years ended December 31, 2025 and 2024:

TSR PSUs Weighted-Average Grant Date Fair Value Per PSU

Balance as of December 31, 2023 — $ —

Granted 1,205,251 7.17

Forfeited — —

Balance as of December 31, 2024 1,205,251 7.17

Granted 1,863,955 1.62

Forfeited ( 544,949 ) 6.88

Balance as of December 31, 2025 2,524,257 $ 3.13

The Company has lease arrangements for properties, vehicles and transportation equipment.

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The table below comprises lease expenses for the years ended December 31, 2025, 2024 and 2023, respectively:

Year Ended December 31,

2025 2024 2023

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The table below comprises lease payments for the years ended December 31, 2025, 2024 and 2023, respectively:

Year Ended December 31,

2025 2024 2023

Components of total lease payments:

Operating lease payment $ 3,711,545 $ 3,287,125 $ 2,294,636

Finance lease payment 4,334,463 4,270,553 2,985,568

Operating lease payments $ 5,131,291 $ 3,711,545 $ 3,287,125

Finance lease payments 5,385,581 4,334,463 4,270,553

Total lease payments $ 10,516,872 $ 8,046,008 $ 7,557,678

2 unchanged sentences

Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property.

Loss (Gain) on Lease Remeasurement

During the year, the Company reassessed the use of some office spaces, resulting in the early termination of two leased office spaces.

The Company recorded a loss from remeasurement of operating lease of $ 13,469 and a gain of $ 4,566 for the years ended December 31, 2024 and 2023, respectively.

There were no gains or losses recorded relating to remeasurement of operating leases for the year ended December 31, 2022.

Gain (Loss) on Lease Remeasurement

During the year, the Company reassessed the use of some office spaces, resulting in the early termination of leased office spaces.

The Company recorded a gain from remeasurement of operating lease of $ 656 , a loss of $( 13,469 ), and a gain of $ 4,566 for the years ended December 31, 2025, 2024 and 2023, respectively.

Sublease Income

During the year ended December 31, 2025, the Company subleased a portion of its corporate office space in New York, NY.

The sublease entered into has a lease term of one year and four months and has been classified as an operating lease by the Company.

Sublease income was $ 326,205 , $ 9,373 , and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company continues to sublease its office space in Houston, TX.

The sublease was entered in 2023, has a lease term of three years and has been classified as an operating lease by the Company.

Sublease income was $ 77,762 , $ 75,931 , and $ 12,580 for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company used to sublease its office in Colorado and the lease term ended in February 2023.

Sublease income was $ 8,522 for the year ended December 31, 2023.

The Company recognizes sublease income as rental income, presented in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income under other (expense) income.

Lease Position as of December 31, 2025 and 2024

8 unchanged sentences

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of December 31, 2025:

Weighted average remaining lease term (in years) - operating leases 3.08

11 unchanged sentences

Finance Leases

The Company leases vehicles under non-cancelable finance lease agreements with a liability of $ 14,725,605 , $ 11,430,465 and $ 8,646,803 for the years ended December 31, 2024, 2023 and 2022, respectively, and a right-of-use net of $ 15,337,299 , $ 12,003,919 and $ 9,039,663 for the years ended December 31, 2024, 2023 and 2022, respectively (accumulated depreciation of $ 9,128,202 , $ 11,679,823 and $ 7,906,966 as of December 31, 2024, 2023 and 2022, respectively).

Loss (Gain) on Lease Remeasurement

The Company leases vehicles under non-cancelable finance lease agreements with a liability of $ 16,727,594 and $ 14,725,605 as of December 31, 2025 and 2024, respectively, and a right-of-use net of $ 17,420,424 and $ 15,337,299 as of

December 31, 2025 and 2024, respectively (accumulated depreciation of $ 11,739,994 and $ 9,128,202 as of December 31, 2025 and 2024, respectively).

Loss on Lease Remeasurement

During the year, the Company returned a number of leased vehicles, resulting in the termination of contract of these leased vehicles.

The Company recorded a loss on remeasurement of finance lease of $ 43,023 , $ 18,894 and $ 5,432 during the years ended December 31, 2025, 2024 and 2023, respectively.

In June 2022, the Company reassessed its finance lease estimates relating to vehicle mileage and residual value.

As a result, the Company determined to purchase the vehicles at the end of the leases, which resulted in a gain of $ 1.4 million recorded as gain on remeasurement of finance lease on the Consolidated Statements of Operations and Comprehensive Income.

Lease Position as of December 31, 2025 and 2024

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The Company recognized $ 9,465,489 , $ 939,724 and $( 1,238,313 ) of other expense (income) for the years ended December 31, 2025 , 2024 and 2023, respectively, as set forth in the table below.

Other (expense) income 2024 2023 2022

2025 2024 2023

Interest expense (income), net $ 1,242,161 $ 1,929,207 $ ( 1,684,399 )

Gain on remeasurement of warrant liabilities — — 1,127,388

Change in fair value of contingent liability 9,392,133 1,437,525 —

Loss (gain) on change in fair value of contingent consideration 2,056,112 ( 9,392,133 ) ( 1,437,525 )

Finite-lived intangible asset impairment — 8,306,591 —

Goodwill impairment — — ( 2,921,958 )

(Loss) gain on equity method investments ( 316,044 ) ( 343,336 ) 8,919

(Loss) gain on remeasurement of operating and finance leases ( 32,363 ) ( 866 ) 1,388,273

Gain on bargain purchase — — 1,593,612

Gain (loss) on disposal of fixed assets 23,682 ( 852,544 ) ( 21,173 )

Loss on equity method investments 552,763 316,044 343,336

Equity investment impairment 5,000,000 — —

Loss on remeasurement of operating and finance leases 42,367 32,363 866

Loss (gain) on disposal of assets 39,668 ( 23,682 ) 852,544

ABC litigation — — 1,000,000

Other income (expense) 228,666 313,135 ( 987,482 )

Other expense (income) 532,418 ( 228,666 ) ( 313,135 )

Total other expense (income) $ 9,465,489 $ 939,724 $ ( 1,238,313 )

6 unchanged sentences

Tendler’s services to the Company as General Counsel and Secretary.

services were provided by EDTSLS to the Company.

No other services were provided by EDTSLS to the Company.

The Company’s payments to EDTSLS for Mr.

1 unchanged sentence

Included in accounts payable were $ 0 and $ 55,545 due to related parties as of December 31, 2025 and 2024 , respectively.

There are no amounts related to accrued liabilities as of December 31, 2024 and 2023 related to legal services.

Included in accrued liabilities were $ 57,615 and $ 0 due to related parties as of December 31, 2025 and 2024, respectively, related to legal services.

Subcontractor Services

PrideStaff provides subcontractor services for the Company.

PrideStaff is owned by a former operations manager of the Company and his spouse, and therefore, a related party.

PrideStaff is owned by a former operations manager of the Company and his spouse, and therefore, is a related party.

The Company made subcontractor payments to PrideStaff totaling $ 56,819 , $ 155,749 and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively.

Included in accounts payable were $ 0 and $ 17,149 due to related parties as of December 31, 2025 and 2024, respectively.

Included in accrued liabilities were $ 13,097 and $ 0 due to related parties as of December 31, 2024 and 2023 related to subcontractor services.

Included in accrued liabilities were $ 0 and $ 13,097 due to related parties as of December 31, 2025 and 2024, respectively, related to subcontractor services.

Transition Services Agr eement

1 unchanged sentence

Pursuant to the Transition Agreement, Mr.

Capone served as a consultant to the Company until March 15, 2024 (such period, the “Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

As compensation for his services during the Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr.

Capone received a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Consulting Period.

Capone did not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Consulting Period.

Capone served as a consultant to the Company until March 15, 2024 (such period, the “Capone Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

As compensation for his services during the Capone Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr.

Capone received a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Capone Consulting Period.

Capone did not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Capone Consulting Period.

The Transition Agreement further acknowledges and affirms that Mr.

1 unchanged sentence

The Company made payments to Anthony Capone totaling $ 0 , $ 180,000 , and $ 90,000 for the years ended December 31, 2025, 2024, and 2023, respectively.

Included in accounts payable were $ 0 and $ 45,000 due to related parties as of December 31, 2024, and 2023, respectively.

There were no amounts included in accounts payable and accrued liabilities due to related parties as of December 31, 2025, and 2024 related to the Transition Agreement.

Consulting Agreement - Stan Vashovsky

1 unchanged sentence

Pursuant to the Vashovsky Consulting Agreement, Mr.

Vashovsky will continue to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”).

Vashovsky continued to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”).

During the Vashovsky Consulting Period, Mr.

Vashovsky will provide advisory services as may be requested from time to time by the Company’s executive officers or the Board of Directors and assist with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, receive an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $ 35,000 .

Vashovsky provided advisory services as requested from time to time by the Company’s executive officers or the Board of Directors and assisted with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, received an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $ 35,000 .

In consideration for a release of claims, Mr.

Vashovsky will also be eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period.

Vashovsky was also eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period.

The Vashovsky Consulting Agreement further acknowledges and affirms that Mr.

Vashovsky will be bound by and comply with certain restrictive covenants.

The Company granted approximately $ 105,000 in RSUs to Mr.

Vashovsky under the Vashovsky Consulting Agreement for the year ended December 31, 2024.

The Company granted approximately $ 35,000 and $ 105,000 in RSUs to Mr.

Vashovsky under the Vashovsky Consulting Agreement for the years ended December 31, 2025 and 2024 , respectively.

There were no amounts included in accounts payable and accrued liabilities as of December 31, 2025 and 2024 related to the Vashovsky Consulting Agreement.

10 unchanged sentences

The Company made payments to Steven Katz totaling $ 2,500 , $ 5,000 , and $ 0 for the years ended December 31, 2025, 2024, and 2023, respectively.

Included in accounts payable and accrued liabilities were $ 2,500 and $ 0 due to related parties as of December 31, 2024 and 2023, respectively, related to the Katz Consulting Agreement.

Included in accounts payable were $ 0 and $ 2,500 due to related parties as of December 31, 2025 and 2024, respectively, related to the Katz Consulting Agreement.

There were no amounts included in accrued liabilities as of December 31, 2025 and 2024.

A reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective tax rate consists of the following:

Year Ended December 31,

2025 2024 2023

Statutory federal income tax benefit 21.00 % 21.00 % 21.00 %

Permanent items 6.33 % 26.18 % 0.56 %

State taxes, net of federal tax benefit 19.88 % 20.67 % 7.77 %

Rate Change ( 3.57 ) % ( 0.04 ) % 0.17 %

Effects of Rates Different from Statutory ( 0.35 ) % 0.04 % 0.01 %

Dollars Percent Dollars Percent Dollars Percent

federal statutory income tax rate $ ( 39,374,788 ) 21.00 % $ 5,827,290 21.00 % $ 3,421,592 21.00 %

Domestic federal

Nontaxable or nondeductible items

Meals and entertainment 158,754 ( 0.08 ) % 226,265 0.82 % 320,563 1.97 %

Effect of stock compensation 1,512,494 ( 0.81 ) % 817,237 2.95 % 2,561,573 15.72 %

Section 162(m) limitation 464,020 ( 0.26 ) % 646,791 2.33 % 1,048,370 6.43 %

Effect of contingent consideration — — % — — % 300,718 1.85 %

Other 9,362 — % 66,567 0.24 % 63,069 0.39 %

Change in valuation allowance 18.29 % ( 1.91 ) % ( 54.94 ) %

Income tax provision (benefit) 51.85 % 36.40 % ( 29.07 ) %

The components of income tax expense (benefit) are as follows:

For the Years Ended

Changes in valuation allowances 35,296,122 ( 18.82 ) % — — % — — %

Taxes payable adjustment 66,155 ( 0.04 ) % ( 1,135,108 ) ( 4.09 ) % 384,371 2.36 %

Deferred adjustment 557,561 ( 0.30 ) % 2,825,158 10.18 % ( 4,846,351 ) ( 29.74 ) %

Noncontrolling interest 1,836,617 ( 0.98 ) % 1,293,705 4.66 % — — %

Other ( 16 ) — % ( 406 ) — % ( 87,637 ) ( 0.54 ) %

Domestic state and local income taxes, net of federal effect (a) 5,818,079 ( 3.10 ) % 3,317,061 11.95 % 3,384,775 20.77 %

Foreign tax effect

United Kingdom

Nontaxable or nondeductible items

Impairment 2,156,780 ( 1.15 ) % — — % — — %

Other 5,736 — % — — % — — %

Changes in valuation allowances 1,842,587 ( 0.98 ) % 4,979,991 17.94 % ( 312,671 ) ( 1.92 ) %

Statutory tax rate differences ( 373,656 ) 0.20 % ( 95,953 ) ( 0.35 ) % 6,593 0.04 %

Deferred adjustment ( 381,082 ) 0.20 % ( 4,476,129 ) ( 16.13 ) % — — %

Other ( 726,559 ) 0.39 % 95,953 0.35 % — — %

Effective income tax rate $ 8,868,166 ( 4.73 ) % $ 14,388,422 51.85 % $ 6,244,965 38.33 %

(a) State taxes in New York and local taxes in New York City made up the majority (greater than 50%) of the tax effect of this category for the fiscal years ended December 31, 2023 and December 31, 2025.

State taxes in New York, local taxes in New York City, and state taxes in California made up the majority (greater than 50%) of the tax effect of this category for the fiscal year ended December 31, 2024.

The components of net (loss) income before income tax expense are as follows:

Year Ended December 31,

2025 2024 2023

Net (loss) income before income tax expense:

$ ( 175,480,870 ) $ 30,324,223 $ 16,856,334

Foreign ( 12,018,119 ) ( 2,575,221 ) ( 563,041 )

Total net (loss) income before income tax expense:

$ ( 187,498,989 ) $ 27,749,002 $ 16,293,293

The components of income tax expense are as follows:

Year Ended December 31,

2025 2024 2023

Current income tax expense:

federal $ 346,042 $ 6,182,372 $ 2,555,164

1 unchanged sentence

1,123,101 10,921,917 8,226,484

Deferred income tax expense (benefit):

federal 2,729,737 3,250,410 1,650,695

2 unchanged sentences

7,745,065 3,466,505 ( 1,981,519 )

Total income tax expense (benefit) $ 14,388,422 $ 6,355,980 $ ( 7,961,321 )

Total income tax expense:

federal 3,075,779 9,432,782 4,205,859

state and local 5,792,387 4,955,640 2,414,406

Foreign — — ( 375,300 )

$ 8,868,166 $ 14,388,422 $ 6,244,965

Cash paid for income taxes (net of refunds) consist of the following:

Year Ended December 31,

2025 2024 2023

federal $ 954,000 $ 2,577,271 $ 5,452,000

state and local

New York 3,594,985 1,034,331 2,082,361

New York City 2,019,803 1,848,186 1,825,051

Other ( 86,170 ) 421,076 916,698

state 5,528,618 3,303,593 4,824,110

Cash paid for income taxes, net of refunds $ 6,482,618 $ 5,880,864 $ 10,276,110

Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.

The temporary differences that give rise to deferred tax assets and liabilities are as follows:

For the Years Ended

Deferred tax assets:

1 unchanged sentence

Accrued expenses 1,341,387 901,403

Lease liability 6,001,016 4,674,177

Lease liabilities 5,954,684 6,001,016

Intangible assets 17,324,699 —

Stock compensation 7,438,850 5,982,385

Investments 5,179,361 —

Research and development expense 1,934,989 1,399,066

Net operating loss 28,485,951 8,990,407

Charitable contributions 71,813 —

Disallowed interest expense 351,744 —

capital allowance 578,387 372,011

Other 294,381 —

4 unchanged sentences

Prepaid expenses ( 428,676 ) ( 1,007,405 )

Depreciation ( 1,252,332 ) ( 3,819,069 )

Right-of-use asset ( 5,903,840 ) ( 4,544,024 )

Amortization ( 1,645,161 ) 5,081,672

Fixed assets ( 816,079 ) ( 1,624,343 )

Right-of-use assets ( 5,772,892 ) ( 5,903,840 )

Intangible assets — ( 1,645,161 )

Investments — ( 349,389 )

Other — ( 25,858 )

Total deferred tax liability ( 7,017,647 ) ( 10,555,996 )

Deferred tax assets, net of allowance $ 538,864 $ 8,422,034

The Company has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax asset will not be realized and, accordingly, has provided a partial valuation allowance against its net deferred tax asset as of December 31, 2024 and 2023, respectively.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential and tax planning strategies in making these assessments.

The Company has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax asset will not be realized and, accordingly, has provided a valuation allowance against its net deferred tax asset as of December 31, 2025 and 2024.

As of December 31, 2025, 2024 and 2023, the Company had federal net operating loss carryforwards of approximately $ 47,092,015 , $ 0 and $ 0 , respectively.

As of December 31, 2024, 2023, and 2022, the Company had approximately $ 24,273,354 , $ 10,737,510 and $ 1,520,345 of foreign net operating loss carryforwards, respectively.

As of December 31, 2025, 2024, and 2023, the Company had approximately $ 29,562,703 , $ 24,273,354 and $ 10,737,510 , respectively, of foreign net operating loss carryforwards.

As of December 31, 2025, 2024 and 2023, the Company had state net operating loss carryforward of approximately $ 134,387,803 , $ 36,878,259 and $ 36,422,543 , respectively.

1 unchanged sentence

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.

Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and similar provisions.

Utilization of the net operating loss carryforwards may be

subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and similar provisions.

The difference between the statutory income taxes on the Company’s pre-tax loss and the Company’s effective income tax rate during the years ended December 31, 2025 and 2024 is primarily due to a recorded valuation allowance and other state taxes.

The valuation allowance for deferred tax assets as of December 31, 2024 and 2023 was $ 6,187,664 and $ 1,207,673 ,

respectively.

The net change in the total valuation allowance for the years ended December 31, 2024, and 2023 was an increase (decrease) of $ 4,979,991 and $( 312,672 ), respectively.

The valuation allowance for deferred tax assets as of December 31, 2025 and 2024 was $ 63,639,959 and $ 6,187,664 , respectively.

The net change in the total valuation allowance for the years ended December 31, 2025, and 2024 was an increase of $ 57,452,295 and $ 4,979,991 , respectively.

In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future table income during the periods in which those temporary differences become deductible.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

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The Company has an on-going tax audit in California as of December 31, 2025.

In July 2025, the OBBBA was enacted in the U.S.

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

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

The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

employees that complete two months of service with the Company are eligible to participate in the plan.

The Company did not make any employer contributions to this plan as of December 31, 2024.

The Company did not make any employer contributions to this plan during the years ended December 31, 2025, 2024, and 2023.

Legal Proceedings

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involves two separate actions filed in the Los Angeles Superior Court by plaintiff Corielyn Hall (collectively with the Lowe Action, the “California Labor Actions”).

The first action is a class complaint filed on December 14, 2023.

first action is a class complaint filed on December 14, 2023.

Similar to the Lowe Action, it alleges various wage and hour claims on behalf of the plaintiff and a putative class and asserts a derivative class claim for violations of California’s Unfair Competition Law.

1 unchanged sentence

Given the overlapping claims and time periods presented in the California Labor Actions, in an effort to reach a global resolution, these actions were mediated concurrently on February 5, 2025.

The parties reached a resolution, in principle, at the mediation.

At the time of this filing, the parties are working to finalize the settlement documents memorializing that resolution.

The parties reached a resolution, in principle, at the mediation for a settlement amount of $ 220,000 .

Thereafter, the parties executed the settlement documents memorializing that resolution, and a motion for preliminary approval of the settlement was filed.

The hearing on the motion for preliminary approval of the settlement was held on February 6, 2026, at which the court ordered that the parties revise minor terms in the settlement agreement and file supplemental papers.

The hearing on the motion for final approval of the settlement is scheduled for August 3, 2026.

Stockholder Actions

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On June 21, 2024, the defendants moved to dismiss the amended complaint.

The motion was fully briefed in September 2024.

Due to the early stage of this proceeding, the Company cannot reasonably estimate the potential range of loss, if any.

The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in this matter.

On May 30, 2024 and on July 15, 2024, two purported shareholder derivative actions were filed against certain current and former officers and directors of the Company.

The Company was named as a nominal defendant in both actions, and the complaints named the Company’s current board of directors, including its Chief Executive Officer and General Counsel, along with two former Chief Executive Officers, the Company’s Chief Financial Officer and Treasurer and its Executive Vice President of Strategy.

These actions were filed by Ryne Shetterly in U.S.

District Court for the Southern District of New York (the “Shetterly Action”), and Salma Daboul in the Supreme Court for the State of New York (the “Daboul Action”).

Both actions purported to assert claims for breach of fiduciary duty and other related claims on behalf of the Company.

Both asserted factual allegations substantially similar to those asserted in the securities class action matter discussed above, seeking various forms of monetary and injunctive relief.

On August 29, 2024, the U.S.

District Court for the Southern District of New York issued an order to transfer the Shetterly Action to the United States District Court for the District of Delaware.

On September 6, 2024, the plaintiff in the Daboul Action voluntarily discontinued the action.

On November 25, 2024, the parties filed a stipulation and proposed order for voluntary dismissal of the Shetterly Action, which the judge signed.

On March 28, 2025, the motion was granted in part and denied in part.

On April 25, 2025, the remaining defendants answered the complaint.

The parties have reached an agreement to settle the action for an amount of $ 12,500,000 , and on November 18, 2025, the district court entered an order granting preliminary approval of the parties’ settlement agreement, directing notice to the settlement class, and scheduling a final fairness hearing for March 24, 2026.

Such amount is covered by the Company’s insurance policy, subject to retention.

On May 13, 2025 and June 3, 2025, respectively, two derivative actions were filed nominally on behalf of the Company in the Delaware Court of Chancery by Ryne Shetterly and Salma Daboul against certain current and former members of the Board of Directors, including the Company’s Chief Executive Officer and General Counsel, along with two former Chief Executive Officers, the Company’s Chief Financial Officer and Treasurer and its Executive Vice President of Strategy.

Both complaints assert claims for breach of fiduciary duty and other related claims purportedly on behalf of the Company based on substantially similar factual allegations to those asserted in the securities class action matter discussed above, seeking various forms of monetary and injunctive relief.

On August 5, 2025, the Delaware Court of Chancery consolidated the two derivative actions, and the parties agreed that the complaint filed in the Daboul action should serve as the operative complaint.

The defendants moved to dismiss the consolidated action in October 2025, and rather than oppose, plaintiffs amended their complaint.

Defendants moved to dismiss the amended complaint on February 2, 2026, and their motion is currently due to be fully briefed in April 2026.

Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any.

On August 19, 2025, Jung Jae Hyung filed another derivative complaint in the United States District Court for the Southern District of New York.

The complaint asserts claims similar to those asserted in the consolidated action pending in the Delaware Court of Chancery and seeks relief similar to the relief sought in the consolidated action.

He further alleges that he previously made a demand on the Board to assert his claims and the Board ignored it, which he deemed a refusal.

The Company’s counsel informed Mr.

Hyung’s counsel that the Board had appointed a committee to review his litigation demand, and the parties thereafter agreed pursuant to a stipulation entered on October 20, 2025 to stay the Hyung action while the review proceeds.

Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any.

The Company believes there are substantial defenses to these claims.

Cybersecurity Action

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Before Ambulnz NY responded to the complaint, the parties engaged in early mediation that resulted in a settlement in principle.

The parties are still negotiating the final terms of the settlement, but the plaintiff has since dismissed the case and intends to re-file in Florida state court once the settlement is finalized and seek approval of the settlement there.

The settlement in principle is on a claims-made basis, so the Company cannot reasonably estimate the amount that will be paid at this time.

However, the Company maintains cybersecurity insurance coverage to limit its exposure to losses relating to cybersecurity incidents, including costs arising from litigation such as the Cybersecurity Action and the expected settlement.

The plaintiff subsequently dismissed the case from the Southern District of New York without prejudice to provide the parties time to finalize the settlement and for eventual re-filing in Florida state court.

The parties thereafter entered into a formal settlement agreement, and the plaintiff re-filed the case in the Circuit Court of the Eleventh Judicial Circuit of Florida on March 21, 2025.

The plaintiff also filed a motion for preliminary approval of the settlement on March 24, 2025.

On May 2, 2025, the court entered an order granting preliminary approval of the parties’ settlement agreement, directing notice to the settlement class and scheduling a final fairness hearing for August 22, 2025.

The settlement class members then had a period of time to file a claim for the benefits under the settlement.

The final fairness hearing took place as scheduled on August 22, 2025, and the court entered an order finally approving the settlement and dismissing the action.

The settlement is on a claims-made basis, and the cost of the Cybersecurity Action settlement, including all allowed claims filed by settlement class members, plaintiff attorneys’ fees, plaintiff service awards, and the cost of administration, is expected to total approximately $ 337,198 .

Such amount is covered by the Company’s cybersecurity insurance.

Risk and Uncertainties

1 unchanged sentence

The Company’s current business plan assumes increased demand for Mobile Health Services.

Demand for such services was accelerated by the pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.

Demand for such services was accelerated by the COVID-19 pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.

Government Contracts

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue, and maintaining and continuing to grow this revenues stream is an important part of the Company’s growth strategy.

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue.

While the Company’s government contract work declined in 2025, both in absolute dollar terms and as a percentage of overall consolidated revenue, due primarily to the ending of large migrant-related projects in New York, the Company continues to bid on government contracts and expects some revenue from this sector in the future.

However, government contract work is subject to risks and uncertainties.

Government contract work subjects the Company to government audits, investigations and proceedings, which could also lead to the Company to being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has

been violated.

Government contract work subjects the Company to government audits, investigations and proceedings, which could also lead to the Company being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated.

Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement.

Furthermore, a loss of government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Furthermore, a shift in government policies or priorities, at either the federal, state or local level, surrounding the allocation of public spending to health care-related projects, could have a large impact on the Company’s revenues in this area.

A loss of or decline in government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Liquidity and Going Concern

Refer to Note 2 for the Company’s liquidity and going concern assessment.

Nasdaq Notice

On January 26, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that, based upon the closing bid price of the Common Stock from December 9, 2025 to January 23, 2026, the Company is not currently in compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company 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.

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.

If the Company is not in compliance with the Minimum Bid Requirement by July 27, 2026, the Company may be eligible for a second 180 calendar day compliance period.

To qualify, the Company 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 the Company 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.

If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.

However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities are subject to delisting.

The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

The Notice had no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and therefore, the Company’s listing remains fully effective.

Subsequent Events

Acquisition of Professional Technicians, Inc.

On February 10, 2025, Holdings acquired 100 % of the outstanding shares of common stock of Professional Technicians, Inc.

The aggregate purchase price consisted of $ 4,000,000 in cash consideration, $ 3,800,000 of which was paid at closing.

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

The Company has evaluated subsequent events through the filing date of this Annual Report on Form 10-K and has determined that there were no events occurring after the balance sheet date that would require adjustments to the financial statements or additional disclosures.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data