What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-10 · 416 added, 556 removed, 941 unchanged (51% of the section changed)

Financial Statements

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

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

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

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

Condensed Consolidated Balance Sheets as of March 3 1 , 202 6 (Unaudited) and December 31, 2 025

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31 , 202 6 and 2 025

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31 , 202 6 and 20 25

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 6 and 20 25

Notes to Unaudited Condensed Consolidated Financial Statements

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2026 December 31,

2 unchanged sentences

Cash and cash equivalents $ 35,675,081 $ 51,018,657

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

Accounts receivable, net of allowance for credit loss of $ 8,503,759 and $ 8,299,053 as of March 31, 2026 and December 31, 2025, respectively

93,965,449 92,893,216

4 unchanged sentences

Intangibles, net 644,134 —

Goodwill 41,089,450 47,432,550

Restricted cash and cash equivalents 11,140,255 1,466,121

Restricted investments 17,574,573 —

Restricted investments (amortized cost of $ 13,101,884 and $ 15,737,694 as of March 31, 2026 and December 31, 2025, respectively)

13,119,276 15,845,875

Operating lease right-of-use assets 10,248,516 11,520,781

Finance lease right-of-use assets 18,120,270 17,420,424

Investments 5,446,213 5,547,979

Deferred tax assets 814,032 538,864

5 unchanged sentences

Accrued liabilities 44,728,154 42,789,440

Line of credit — 30,000,000

Notes payable, current 49,278 51,740

Due to seller 338,360 336,982

Contingent consideration 4,312,874 4,973,152

Contingent consideration, current 8,100,376 3,040,377

Operating lease liability, current 4,288,907 4,650,953

2 unchanged sentences

Notes payable, non-current 171,714 183,843

Contingent consideration, non-current 2,476,216 4,776,215

Operating lease liability, non-current 6,610,293 7,563,664

4 unchanged sentences

Common stock ($ 0.0001 par value;

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

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

500,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

98,778,413 and 98,640,059 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)

Additional paid-in-capital 328,618,933 325,416,366

8 unchanged sentences

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenues, net $ 75,550,484 $ 96,033,055

6 unchanged sentences

Sales, advertising and marketing 372,633 331,705

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

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

Total expenses 94,261,575 110,030,493

(Loss) income from operations ( 41,976,309 ) 10,137,397 ( 73,453,991 ) 36,161,913

Other expense:

Loss from operations ( 18,711,091 ) ( 13,997,438 )

Other income (expense):

Interest expense, net ( 99,732 ) ( 426,284 )

Loss on change in fair value of contingent consideration ( 2,760,000 ) —

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

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

Insurance proceeds 4,687,798 —

Loss on equity method investment — ( 40,698 )

Loss on remeasurement of operating and finance leases — ( 40,837 )

(Loss) gain on disposal of fixed assets ( 62,493 ) 15,139

Other income (expense) 264,964 ( 312,869 )

Total other expense ( 1,192,482 ) ( 1,103,016 ) ( 2,434,425 ) ( 1,837,655 )

Net (loss) income before income tax benefit (expense) ( 43,168,791 ) 9,034,381 ( 75,888,416 ) 34,324,258

Benefit from (provision for) income taxes 13,511,429 ( 4,488,828 ) 21,861,861 ( 13,316,752 )

Net (loss) income ( 29,657,362 ) 4,545,553 ( 54,026,555 ) 21,007,506

Total other income (expense) 2,030,537 ( 805,549 )

Net loss before income tax (expense) benefit ( 16,680,554 ) ( 14,802,987 )

(Provision for) benefit from income taxes ( 19,283 ) 3,723,687

Net loss ( 16,699,837 ) ( 11,079,300 )

Net loss attributable to noncontrolling interests ( 1,936,706 ) ( 1,673,985 )

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

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries ( 14,763,131 ) ( 9,405,315 )

Other comprehensive (loss) income

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

Unrealized loss on investments, net of tax ( 71,904 ) —

Foreign currency translation adjustment ( 67,516 ) 495,538

Total comprehensive (loss) income $ ( 28,056,503 ) $ 6,432,675 $ ( 47,117,331 ) $ 24,083,566

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

Total comprehensive loss $ ( 14,902,551 ) $ ( 8,909,777 )

Net loss per share attributable to DocGo Inc.

and Subsidiaries - Basic $ ( 0.15 ) $ ( 0.09 )

Weighted-average shares outstanding - Basic 98,746,095 101,594,579

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

Net loss per share attributable to DocGo Inc.

and Subsidiaries - Diluted $ ( 0.15 ) $ ( 0.09 )

16 unchanged sentences

Foreign currency translation — — — — 495,538 — 495,538

Net income attributable to stockholders of DocGo Inc.

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries — — — ( 9,405,315 ) — — ( 9,405,315 )

— — — 11,227,449 — — 11,227,449

Balance - March 31, 2025 100,183,888 $ 10,018 $ 318,417,191 $ ( 10,807,482 ) $ 1,717,407 $ ( 7,412,331 ) $ 301,924,803

Common stock repurchased ( 1,395,957 ) ( 140 ) ( 4,904,312 ) — — — ( 4,904,452 )

Stock-based compensation 181,136 18 2,417,092 — — — 2,417,110

Shares withheld for taxes ( 64,334 ) ( 7 ) ( 245,379 ) — — — ( 245,386 )

Exercise of stock options 430 — 684 — — — 684

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

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

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

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — 6,529,603 — — 6,529,603

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

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

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

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

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

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

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

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

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — 5,497,901 — — 5,497,901

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

Common Stock Additional

10 unchanged sentences

Net loss attributable to noncontrolling interests — — — — — ( 1,936,706 ) ( 1,936,706 )

Other comprehensive income — — — — 495,538 — 495,538

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 9,405,315 ) — — ( 9,405,315 )

Balance - March 31, 2025 100,183,888 $ 10,018 $ 318,417,191 $ ( 10,807,482 ) $ 1,717,407 $ ( 7,412,331 ) $ 301,924,803

Common stock repurchased ( 2,527,900 ) ( 253 ) ( 5,076,699 ) — — — ( 5,076,952 )

Stock-based compensation 166,042 17 3,308,137 — — — 3,308,154

Shares withheld for taxes ( 64,955 ) ( 6 ) ( 139,569 ) — — — ( 139,575 )

Net loss attributable to noncontrolling interests — — — — — ( 2,134,647 ) ( 2,134,647 )

Other comprehensive income — — — — 1,004,195 — 1,004,195

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 11,155,246 ) — — ( 11,155,246 )

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

Common stock repurchased — — — — — — —

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

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

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

Distributions paid to noncontrolling interests — ( 1,024,270 ) ( 1,024,270 )

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

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

Other comprehensive loss — — — — ( 139,420 ) — ( 139,420 )

Net loss attributable to stockholders of DocGo Inc.

1 unchanged sentence

— — — ( 14,763,131 ) — — ( 14,763,131 )

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

Balance - March 31, 2026 98,778,413 $ 9,878 $ 328,618,933 $ ( 198,564,926 ) $ 2,247,984 $ ( 21,101,478 ) $ 111,210,391

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 54,026,555 ) $ 21,007,506

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net loss $ ( 16,699,837 ) $ ( 11,079,300 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation of property and equipment 1,266,513 1,220,806

2 unchanged sentences

Loss (gain) on disposal of fixed assets 62,493 ( 15,139 )

Deferred income tax ( 22,316,655 ) ( 5,242,787 )

Deferred income tax expense ( 253,775 ) ( 3,927,428 )

Accretion of discount related to restricted investments ( 78,004 ) —

3 unchanged sentences

Loss on remeasurement of operating and finance leases — 40,837

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

Goodwill impairment 8,718,398 —

Loss on change in fair value of contingent consideration 2,760,000 —

6 unchanged sentences

Operating lease liabilities and right-of-use assets 132,363 185,334

Net cash provided by operating activities 44,918,954 57,396,816

Net cash (used in) provided by operating activities ( 4,657,807 ) 9,216,729

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment ( 430,310 ) ( 1,029,626 )

Acquisition of intangibles ( 2,259,569 ) ( 2,228,233 )

Purchase of intangibles ( 665,172 ) ( 712,711 )

Acquisition of a business, net of cash acquired — ( 3,646,318 )

Purchase of restricted investments ( 1,731,066 ) —

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

Proceeds from sale and maturity of restricted investments 4,463,765 —

Proceeds from disposal of property and equipment 21,903 94,341

Net cash used in investing activities ( 26,010,781 ) ( 5,247,852 )

Net cash provided by (used in) investing activities 1,659,120 ( 5,294,314 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from revolving credit line — 45,000,000

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

Proceeds from notes payable 258,700 —

Repayments of notes payable ( 14,551 ) ( 3,060 )

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

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

Earnout payments on contingent liabilities — ( 265,538 )

Distributions paid to noncontrolling interest ( 1,024,270 ) —

Proceeds from exercise of stock options — 684

Payments for taxes related to shares withheld for employee taxes ( 22,203 ) ( 1,200,977 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 206,076 ) 317,738

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

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 5,669,442 ) ( 4,278,263 )

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 52,484,778 107,337,307

3 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Supplemental disclosure of cash and non-cash transactions:

3 unchanged sentences

Right-of-use assets obtained in exchange for lease liabilities $ 2,114,291 $ 5,966,095

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

Supplemental non-cash investing and financing activities:

Property and equipment in accounts payable $ 55,035 $ 438,738

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

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

Reconciliation of cash and restricted cash

21 unchanged sentences

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

The services offered by this segment include virtual care and diagnostics, remote patient monitoring, phlebotomy, addressing gaps in care and primary care physician 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 operating losses both in 2025 and for the three months ended March 31, 2026, and had large customer contracts that were not renewed and ended, specifically in regard to its municipal migrant-related programs.

These conditions have continued to extend into 2026.

As of March 31, 2026, the Company had $ 35,675,081 of unrestricted cash and cash equivalents and working capital of $ 60,949,080 .

During 2025, the Company collected older invoices from municipal customers for services provided in 2024 and early 2025, and operating

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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, these discussions are still progressing as of March 31, 2026.

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 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

3 unchanged sentences

GAAP have been condensed or omitted pursuant to such rules and regulations.

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Consolidated Balance Sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S.

4 unchanged sentences

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

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

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

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

5 unchanged sentences

Moreover, the PCs do not have sufficient equity to finance their activities without additional subordinated financial support.

Based on the foregoing, these entities are considered VIEs, and an enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is the primary beneficiary, meaning it has (1) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).

In accordance with corporate practice of medicine restrictions, all clinical treatment decisions are made solely by licensed healthcare professionals engaged by the PCs.

2 unchanged sentences

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

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

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

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

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

Net loss for the Company’s VIEs was $ 1,767,756 and $ 1,711,511 for the three months ended March 31, 2026 and 2025, respectively.

Total assets, exclusive of intercompany assets, amounted to $ 10,270,219 and $ 7,039,301 as of March 31, 2026 and December 31, 2025, respectively.

Total liabilities, exclusive of intercompany liabilities, were $ 22,781,072 and $ 17,782,198 as of March 31, 2026 and December 31, 2025, respectively.

The Company’s VIEs’ total stockholders’ deficit was $ 12,510,853 and $ 10,742,897 as of March 31, 2026 and December 31, 2025, respectively.

Foreign Currency

2 unchanged sentences

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

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The resulting unrealized translation adjustment for the three months ended March 31, 2026 and 2025 were $( 67,516 ) and $ 495,538 , respectively.

Use of Estimates

17 unchanged sentences

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

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

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

Major Customers

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

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

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

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

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

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

Most of the Company’s cash equivalents, restricted cash equivalents, and

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

restricted investments are invested in U.S.

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

Major Customers

The Company had two customers that each accounted for approximately 10 % of revenues for the three months ended March 31, 2026, one of which is the same customer that accounted for approximately 47 % of revenues for the three months ended March 31, 2025.

As of March 31, 2026, the Company had two customers that accounted for approximately 23 % and 10 %, respectively, of net accounts receivable.

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

The Company had no significant vendor concentration for the three months ended March 31, 2026.

For the three months ended March 31, 2025, one vendor accounted for 20 % of total costs.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying unaudited Condensed Consolidated Financial Statements to maintain consistency between periods presented.

The reclassifications had no impact on previously reported net income or retained earnings.

The reclassifications had no impact on previously reported net loss or retained earnings.

Cash and Cash Equivalents

3 unchanged sentences

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

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

The Company had cash balances of approximately $ 1,474,896 and $ 1,788,119 with foreign financial institutions as of March 31, 2026 and December 31, 2025, respectively.

Restricted Cash and Cash Equivalents and Restricted Investments

10 unchanged sentences

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

Beginning in 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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

4 unchanged sentences

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

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

The Company did not invest in similar investments during 2024.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The following tables present the Company’s restricted cash equivalents and restricted investments as of March 31, 2026 and December 31, 2025, respectively.

March 31, 2026

Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value

5 unchanged sentences

Included in restricted investments $ 13,101,884 $ 28,155 $ ( 10,764 ) $ 13,119,276

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

Amortized Cost Fair Value

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 March 31, 2026 and December 31, 2025, respectively:

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026 December 31, 2025

Amortized Cost Fair Value Amortized Cost Fair Value

Within 1 year $ 16,159,291 $ 16,161,428 $ 6,760,198 $ 6,762,886

2 unchanged sentences

Total $ 24,242,150 $ 24,259,531 $ 17,203,597 $ 17,311,996

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

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

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

Proceeds from the sales and maturities of the fixed income marketable securities were $ 15,499,834 and $ 0 for the three months ended March 31, 2026 and March 31, 2025, respectively.

The Company included in other income (expense) in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, a net realized gain of $ 7,112 and $ 0 for the three months ended March 31, 2026 and March 31, 2025, respectively.

There were no significant credit losses recognized during the three months ended March 31, 2026 and March 31, 2025.

Fair Value of Financial Instruments

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

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

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026 and December 31, 2025.

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

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

Contingent Consideration

In connection with the acquisition of Ryan Bros.

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

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

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

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

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

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

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

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

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

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

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

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

three months ended March 31, 2026 and 2025.

During the three months ended March 31, 2025, the Company made a payment for the final installment due on the contingent liability in the amount of $ 265,538 .

There was no remaining contingent liability balance for Exceptional as of March 31, 2026 and December 31, 2025 (see Note 4).

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

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

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

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

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025.

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

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

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The settlement amount exceeded the estimated contingent consideration for the CRMS Earn Out Payment by $ 196,488 .

The estimated contingent consideration amount payable for CRMS was $ 5,076,592 as of March 31, 2026 and December 31, 2025 (see Note 4).

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

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

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

The Company recorded a loss on the change in fair value of contingent consideration in the amount of $ 60,000 for the three months ended March 31, 2026.

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

The estimated contingent liability for PTI was $ 300,000 and $ 240,000 as of March 31, 2026 and December 31, 2025, respectively (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 12 month period between January 1, 2026 and December 31, 2026.

The Company recorded a loss on the change in fair value of contingent consideration in the amount of $ 2,700,000 for the three months ended March 31, 2026.

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2025.

The estimated contingent liability for SteadyMD was $ 5,000,000 and $ 2,300,000 as of March 31, 2026 and December 31, 2025, respectively (see Note 4).

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

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025.

The estimated contingent liability for PCA was $ 200,000 as of March 31, 2026 and December 31, 2025 (see Note 4).

Impairment of Goodwill

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

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

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).

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

Impairment of Finite-Lived Intangible Assets

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

within the Mobile Health Services, Transportation Services and Corporate operating segments had fair values less than their respective carrying values.

The Company therefore recognized a non-cash goodwill 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.

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

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

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).

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

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

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

In connection with the evaluation of the goodwill impairment during the fourth quarter of fiscal 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 used a discounted cash flow model to estimate the fair value of its finite-lived intangible assets.

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

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

Equity Investment Without Readily Determinable Fair Value

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

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

During the fourth quarter of the year ended December 31, 2025, the Company recognized an impairment loss of $ 5,000,000 based on the latest available financial information and estimated recoverable value of the investment (see Note 7).

Accounts Receivable

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Accounts Receivable

The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to provide Mobile Health Services and Transportation Services at specified rates.

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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 unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

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As of January 1, 2026, the Company held a beginning balance in its allowance for credit losses on accounts receivable of $ 8,299,053 .

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

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

The Company recognized an additional provision for credit losses and write offs of $ 1,727,270 and $( 1,522,564 ), respectively, for the three months ended March 31, 2026.

The Company’s balance in its allowance for credit losses amounted to $ 8,503,759 as of March 31, 2026.

Property and Equipment

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

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

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

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Leasehold improvements Shorter of useful life of asset or lease term

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Expenditures that improve an asset or extend its estimated useful life are capitalized.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Software Development Costs

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

or (iv) a sustained

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Line of Credit

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

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

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

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

For details regarding the related party transactions that occurred during the three months ended March 31, 2026 and 2025, refer to Note 16.

Revenue Recognition

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

The services offered by this segment include virtual care and diagnostics, remote patient monitoring, phlebotomy, addressing gaps in care and primary care physician services.

and Subsidiaries

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Revenue Breakdown Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Primary Geographical Markets

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

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company accounts for forfeitures as they occur.

Company accounts for forfeitures as they occur.

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

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

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

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

Earnings per Share

Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period.

Earnings per share represents the net income or loss attributable to stockholders divided by the weighted-average number of shares outstanding during the period.

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock during the reporting periods.

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

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

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

and Subsidiaries:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries $ ( 14,763,131 ) $ ( 9,405,315 )

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Weighted-average shares outstanding - Diluted 98,746,095 101,594,579

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

Net loss per share attributable to DocGo Inc.

and Subsidiaries - Basic $ ( 0.15 ) $ ( 0.09 )

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

Net loss per share attributable to DocGo Inc.

and Subsidiaries - Diluted $ ( 0.15 ) $ ( 0.09 )

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

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

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

considers the latest financial information.

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

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

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

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

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

Recently Issued Accounting Standards Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure (“ASU 2023-07”).

ASU 2023-07 updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Refer to Note 11 for the updated presentation.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

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

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

The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

material impact on the Company’s Consolidated Financial Statements, but expanded the Company’s annual income tax disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment, Net

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

September 30,

Property and equipment, net as of March 31, 2026 and December 31, 2025 are as follows:

2026 December 31,

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Property and equipment, net $ 13,637,905 $ 14,558,427

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

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

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

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

During the three months ended March 31, 2026, the Company disposed of assets with a cost of $ 450,189 and accumulated depreciation of $ 365,793 for proceeds of $ 21,903 .

The Company recorded a loss on disposal of $ 62,493 for the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company disposed of assets with a cost of $ 725,303 and accumulated depreciation of $ 646,101 for proceeds of $ 94,341 .

The Company recorded a gain on disposal of $ 15,139 for the three months ended March 31, 2025.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded depreciation expense of $ 1,266,513 and $ 1,220,806 for the three months ended March 31, 2026 and 2025, respectively.

Exceptional Medical Transportation, LLC

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

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

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

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

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

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

Fort Atkinson, LLC

On August 9, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $ 11,422,252 , consisting of $ 7,422,252 in cash at closing and an estimated $ 4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Location Medical Services, LLC

On December 9, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K.

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

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

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

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

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

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

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

During the three months ended March 31, 2026, the Company recorded $ 1,378 additional pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

During the three months ended March 31, 2025, the Company recorded $ 19,891 additional pre-acquisition accounts receivable through due to seller.

As of March 31, 2026 and December 31, 2025, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 55,804 and $ 54,426 , respectively.

The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025.

During the three months ended March 31, 2025, the Company made a payment for the second installment due on the contingent liability in the amount of $ 265,538 .

There was no contingent consideration amount payable for Exceptional as of March 31, 2026 and December 31, 2025.

Cardiac RMS, LLC

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

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

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

Ambulnz CO, LLC

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.

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025.The estimated contingent consideration amount payable for CRMS was $ 5,076,592 as of March 31, 2026 and December 31, 2025.

Professional Technicians, LLC

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

The aggregate purchase price consisted of $ 4,000,000 in cash consideration, $ 3,800,000 of which was paid at closing.

The 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.

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

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

The Company recorded a loss on the change in fair value of contingent consideration in the amount of $ 60,000 for the three months ended March 31, 2026.

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

The estimated contingent liability for PTI was $ 300,000 and $ 240,000 as of March 31, 2026 and December 31, 2025, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025.

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

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

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

The Company did no t make any payments for pre-acquisition accounts receivable and other current assets during the three months ended March 31, 2026 and 2025.

There was a due to seller balance of $ 103,475 for PTI as of March 31, 2026 and 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 12 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 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 recorded a loss on the change in fair value of contingent consideration in the amount of $ 2,700,000 for the three months ended March 31, 2026.

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2025.

The estimated contingent liability for SteadyMD was $ 5,000,000 and $ 2,300,000 as of March 31, 2026 and December 31, 2025, respectively.

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

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

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025.

The estimated contingent liability for PCA was $ 200,000 as of March 31, 2026 and December 31, 2025.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

PTI Ambulnz CO CRMS Total

PTI SteadyMD PCA Total

Consideration

Cash consideration $ 3,800,000 $ 12,958,309 $ 1,400,000 $ 18,158,309

Stock consideration — — 1,000,000 1,000,000

Deferred consideration 179,081 — — 179,081

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Recognized amounts of identifiable assets acquired and liabilities assumed

Cash $ 153,682 $ — $ 1,574,604 $ 1,728,286

Accounts receivable 521,806 — 2,033,533 2,555,339

Cash and cash equivalents $ 153,682 $ 1,609,649 $ — $ 1,763,331

Accounts receivable, net 521,806 5,991,253 — 6,513,059

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

Other current assets 388,641 6,737 — 395,378

Intangible assets 2,224,990 — 15,930,000 18,154,990

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

Intangibles, net 2,224,990 4,700,000 561,444 7,486,434

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

Other assets — 17,110 14,634 31,744

Total identifiable assets acquired 3,325,741 12,876,641 835,645 17,038,027

Accounts payable — 342,390 — 342,390

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

Accrued liabilities 111,223 4,453,989 — 4,565,212

Other current liabilities — — 174,177 174,177

Due to seller 910,447 — — 910,447

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 1,021,670 5,197,047 100,342 6,319,059

Noncontrolling interests — 2,188,450 — 2,188,450

Goodwill 1,915,010 7,578,715 864,697 10,358,422

Additional paid-in-capital — ( 340,450 ) — ( 340,450 )

Total purchase price $ 4,219,081 $ 15,258,309 $ 1,600,000 $ 21,077,390

The results of operations for the acquisition have been included in the Company’s unaudited Condensed Consolidated Financial Statements from the date of acquisition.

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

The results of operations for the acquisitions have been included in the Company’s unaudited Condensed Consolidated Financial Statements from the date of acquisition.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company did not record any changes in the carrying value of goodwill in the unaudited Condensed Consolidated Balance Sheets for the three months ended March 31, 2026.

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

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

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

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

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 their respective carrying values.

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

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

Fair values 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 of testing goodwill for impairment.

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

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

The carrying value of goodwill amounted to $ 0 as of March 31, 2026 and December 31, 2025.

The following table summarizes goodwill by applicable operating segments:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

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Total $ — $ — $ — $ 58,228,096 $ ( 58,228,096 ) $ —

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

Mobile Health Services Transportation Services Corporate Total

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

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

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

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

September 30, 2025

Intangible assets consisted of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026

Estimated Useful

Life (Years) Gross Carrying

Amount Additions Impairment Accumulated

Amount Additions Accumulated

Amortization Net Carrying

Computer software 5 years $ 247,828 $ — $ — $ ( 243,731 ) $ 4,097

Operating licenses Indefinite 9,399,004 — — — 9,399,004

Internally developed software 4 - 5 years

$ — 663,422 ( 21,007 ) 642,415

Material contracts Indefinite 62,550 — — — 62,550

Customer relationships 8 - 14 years

19,993,533 1,300,317 ( 6,520,343 ) ( 8,137,049 ) 6,636,458

Trademark 8 - 15 years

— 1,750 ( 31 ) 1,719

Non-compete agreements 5 years 100,000 — — ( 50,000 ) 50,000

Domain names 10 years — 15,990 — ( 1,066 ) 14,924

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

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

$ — $ 665,172 $ ( 21,038 ) $ 644,134

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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 ) — —

$ 43,838,360 $ 10,559,422 $ ( 30,648,245 ) $ ( 23,749,537 ) $ —

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

Intangible asset balances are translated into U.S.

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

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

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

The Company did not record any disposal of intangible assets for the three months ended March 31, 2026 and 2025.

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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.

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.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to its respective fair value to measure the impairment loss.

Company recognized a total non-cash intangible 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.

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

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

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

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

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

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

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

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

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

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

Fair values of the intangible assets are, 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 assets for impairment.

The Company recorded amortization expense of $ 21,038 and $ 1,299,142 for the three months ended March 31, 2026 and 2025, respectively.

Future amortization expense as of March 31, 2026 for the next five years and in the aggregate are as follows:

2026, remaining $ 99,653

2026 1,214,558

2027 1,193,942

2028 1,141,062

2029 1,095,334

Thereafter 13,001

Total $ 644,134

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

September 30,

2025 December 31,

Percentage Ownership Amount Percentage Ownership Amount

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

Equity method investments Various 446,213 Various 547,979

Total investments $ 5,446,213 $ 5,547,979

The carrying amount of the Company’s investments was $ 0 as of March 31, 2026 and December 31, 2025.

Equity Investment without Readily Determinable Fair Value

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

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

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

Equity Method Investments

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.

As of March 31, 2026 and December 31, 2025 the Company’s investments in equity securities without readily determinable fair values totaled $ 0 , respectively.

Equity Method Investment

On October 26, 2021, the Company acquired a 50 % interest in RND Health Services Inc.

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Subsequently, the Company made additional investments amounting to $ 4,784 , $ 310,450 and $ 298,932 in 2025, 2024 and 2023, respectively.

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

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

Changes in value of RND are recorded in loss on equity method investments on the Compan y’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

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

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

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

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

Changes in value of NPA are recorded in loss on equity method investments on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

Changes in value of RND are recorded in loss on equity method investment on the Compan y’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss .

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

The carrying value of the Company’s investment in RND was $ 0 as of March 31, 2026 and December 31, 2025.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrued Liabilities

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

September 30,

Accrued liabilities consisted of the following as of March 31, 2026 and December 31, 2025:

2026 December 31,

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Total accrued liabilities $ 44,728,154 $ 42,789,440

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Line of Credit

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

The Credit Agreement is subject to a certain minimum liquidity financial covenant, as defined in the Credit Agreement.

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

As of September 30, 2025, the Company had no borrowings outstanding and the unused portion of the Revolving Facility was $ 55,000,000 .

The Company incurred $ 145,352 and $ 587,721 in interest charges relating to its Prior Revolving Facility for the three months ended September 30, 2025 and 2024, respectively, and $ 998,151 and $ 1,625,408 for the nine months ended September 30, 2025 and 2024, respectively, which is reflected in interest expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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 March 31, 2026 and December 31, 2025, the Company had no borrowings outstanding and the unused portion of the Revolving Facility was $ 55,000,000 .

The Company incurred $ 0 and $ 411,517 in interest charges relating to its Prior Revolving Facility for the three months ended March 31, 2026 and 2025, respectively, which is reflected in interest expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Standby Letters of Credit

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On October 20, 2023, the Company obtained an unconditional and irrevocable letter of credit from a financial institution in the amount of $ 1,080,000 .

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

As of September 30, 2025, no amounts had been drawn.

As of March 31, 2026, no amounts had been drawn.

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

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

As of September 30, 2025, no amounts had been drawn.

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 March 31, 2026, no amounts had been drawn.

Notes Payable

The Company has various loans with finance companies with monthly installments aggrega ting $ 6,412 , inclusive of interest ranging from 2.50 % through 8.15 %.

The loan notes mature at various times from May 2026 through April 2030

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and are secured by transportation equi pment.

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

The Company has various loans with finance companies with monthly installments aggregating $ 6,374 , inclusive of interest ranging from 2.50 % through 8.15 %.

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

The following table summarizes the Company’s notes payable:

September 30,

2026 December 31,

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Total non-current portion of notes payable $ 171,714 $ 183,843

Interest expense was $ 10,955 and $ 484 for the three months ended September 30, 2025 and 2024, respectively.

Interest expense was $ 11,151 and $ 1,912 for the nine months ended September 30, 2025 and 2024, respectively.

Future minimum annual maturities of notes payable as of September 30, 2025 are as follows:

Interest expense was $ 4,562 and $ 105 for the three months ended March 31, 2026 and 2025, respectively.

Future minimum annual maturities of notes payable as of March 31, 2026 are as follows:

Notes Payable

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In accordance with ASU 2023-07, the Company has also included disclosure in the tables below about the significant expense categories that are regularly provided to the chief operating decision makers.

The Company has also disclosed an amount for other segment items, which are amounts included in (loss) income from operations that are not regularly provided to the chief operating decision makers.

The Company has also disclosed an amount for other segment items, which are amounts included in loss from operations that are not regularly provided to the

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

chief operating decision makers.

Other segment items primarily consist of technology and development expenses, legal and professional fees, medical supplies, and other general and administrative expenses such as management fees, occupancy expense, and insurance costs.

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The Company evaluates the performance of its Mobile Health Services, Transportation Services, and Corporate segments based primarily on results of operations.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Operating results for the business segments of the Company as of and for the three months ended September 30, 2025 and September 30, 2024 are as follows:

Mobile Health

Services Transportation

Services Corporate Total

Three Months Ended September 30, 2025

Revenues $ 20,687,128 $ 50,122,507 $ — $ 70,809,635

Significant segment expenses 22,767,634 42,299,447 10,492,208 75,559,289

Personnel costs 15,135,183 35,009,738 9,506,882 59,651,803

Subcontractor costs 4,317,280 2,872,903 985,326 8,175,509

Vehicle costs 3,315,171 4,416,806 — 7,731,977

Other segment items 20,522,944 8,879,193 7,824,518 37,226,655

Loss from operations ( 22,603,450 ) ( 1,056,133 ) ( 18,316,726 ) ( 41,976,309 )

Depreciation and amortization expense 933,673 2,049,029 988,530 3,971,232

Stock compensation 1,400,777 36,513 3,212,385 4,649,675

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

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

Total assets 89,176,687 141,631,125 122,975,067 353,782,879

Long-lived assets 21,745,220 69,155,050 11,581,381 102,481,651

Capital expenditures 16,219 2,094,732 746,557 2,857,508

Three Months Ended September 30, 2024

Revenues $ 90,663,433 $ 48,021,381 $ — $ 138,684,814

Significant segment expenses 54,265,455 38,943,898 6,273,563 99,482,916

Personnel costs 25,642,387 30,911,739 5,011,377 61,565,503

Subcontractor costs 27,235,094 4,385,432 1,262,186 32,882,712

Vehicle costs 1,387,974 3,646,727 — 5,034,701

Other segment items 14,461,011 9,152,725 5,450,765 29,064,501

Income (loss) from operations 21,936,967 ( 75,242 ) ( 11,724,328 ) 10,137,397

Depreciation and amortization expense 1,172,458 2,114,380 890,696 4,177,534

Stock compensation 1,237,924 34,123 1,883,139 3,155,186

Total assets 400,568,190 66,844,610 26,469,739 493,882,539

Long-lived assets 44,590,633 70,488,506 10,159,283 125,238,422

Capital expenditures 640,499 3,054,429 536,262 4,231,190

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Operating results for the business segments of the Company as of and for the nine months ended September 30, 2025 and September 30, 2024 are as follows:

Operating results for the business segments of the Company as of and for the three months ended March 31, 2026 and March 31, 2025 are as follows:

Mobile Health

1 unchanged sentence

Services Corporate Total

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Revenues $ 23,625,247 $ 51,925,237 $ — $ 75,550,484

7 unchanged sentences

Stock compensation 605,767 6,650 2,612,350 3,224,767

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

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

Change in fair value of contingent consideration 2,760,000 — — 2,760,000

Total assets 71,077,623 99,687,721 38,461,519 209,226,863

1 unchanged sentence

Capital expenditures 13,926 2,298,847 635,269 2,948,042

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Revenues $ 45,209,544 $ 50,823,511 $ — $ 96,033,055

10 unchanged sentences

Capital expenditures 2,729,143 3,811,562 3,388,251 9,928,956

Long-lived assets include property and equipment, goodwill, intangible assets, operating lease right-of-use assets and finance lease right-of-use assets.

Long-lived assets include property and equipment, intangible assets, operating lease right-of-use assets and finance lease right-of-use assets.

and Subsidiaries

1 unchanged sentence

Geographic Information

The following table summarizes long-lived assets by geographic location as of September 30, 2025 and December 31, 2024:

September 30,

2025 December 31,

The following table summarizes long-lived assets by geographic location as of March 31, 2026 and March 31, 2025:

2026 March 31,

Primary Geographical Markets

11 unchanged sentences

The New Repurchase Program was originally set to expire on December 31, 2024.

On December 20, 2024, the Board extended the expiration date of the New Repurchase Program from December 31, 2024 to June 30, 2025, and on June 12, 2025, the Board further extended the expiration date of the New Repurchase Program from June 30, 2025 to December 31, 2025.

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.

3 unchanged sentences

Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings.

There were no shares repurchased during the three months ended September 30, 2025.

During the three months ended September 30, 2024, the Company repurchased and subsequently cancelled 356,113 shares of Common Stock for $ 1,296,187 .

During the nine months ended September 30, 2025 and September 30, 2024, the Company repurchased and subsequently cancelled 4,481,069 and 3,007,684 shares of Common Stock for $ 10,828,906 and $ 11,078,198 , respectively.

There were no shares repurchased during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company repurchased and subsequently cancelled 1,953,169 shares of Common Stock for $ 5,751,954 .

and Subsidiaries

5 unchanged sentences

The Plan initially reserved 16,607,894 shares of Common Stock for issuance under the Plan.

The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years .

The 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.

Stock options granted have a maximum contractual term of 10 years.

As of September 30, 2025, approximately 5.1 million employee stock options had vested.

As of March 31, 2026, approximately 5.4 million employee stock options had vested.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model.

5 unchanged sentences

Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.

No stock options were granted during the nine months ended September 30, 2025.

The following assumptions were used to compute the fair value of the stock option grants during the nine months ended September 30, 2024:

Nine Months Ended September 30, 2024

Risk-free interest rate 4.19 % - 4.54 %

Expected term (in years) 5.57

Volatility 61 % - 71 %

Dividend yield — %

The following table summarizes the Company’s stock option activity under the Plan during the nine months ended September 30, 2025:

No stock options were granted during the three months ended March 31, 2026 and 2025.

The following table summarizes the Company’s stock option activity under the Plan during the three months ended March 31, 2026:

Shares Weighted

6 unchanged sentences

Cancelled ( 826,928 ) 8.09 — —

Balance as of September 30, 2025 7,598,018 6.95 6.54 —

Options vested and exercisable as of September 30, 2025 5,147,047 $ 6.94 6.15 $ —

Balance as of March 31, 2026 6,519,607 6.78 6.00 —

Options vested and exercisable as of March 31, 2026 5,394,985 $ 6.89 5.70 $ —

The aggregate intrinsic value in the above table is calculated as the difference between the fair value of the Common Stock price and the exercise price of the stock options.

The weighted average grant date fair value per share for stock option grants during the year ended December 31, 2024 was $ 3.59 .

For the three months ended September 30, 2025 and 2024, the total recorded stock-based compensation related to stock option awards granted was $ 1,598,511 and $ 1,448,151 , respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2025 and 2024, the total recorded stock-based compensation related to stock option awards granted was $ 4,545,260 and $ 4,688,997 , respectively.

As of September 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested stock option awards granted was $ 5,463,227 and $ 11,246,649 , respectively.

This cost is expected to be recognized over a weighted-average period of approximately 1.11 years as of September 30, 2025.

For the three months ended March 31, 2026 and 2025, the total recorded stock-based compensation related to stock option awards granted was $ 701,793 and $ 1,389,257 , respectively.

As of March 31, 2026 and December 31, 2025, the total unrecognized compensation related to unvested stock option awards granted was $ 2,533,438 and $ 3,245,364 , respectively.

This cost is expected to be recognized over a weighted-average period of approximately 0.98 years as of March 31, 2026.

Restricted Stock Units

The fair value of restricted stock units (“RSUs”) is determined on the date of grant.

The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs.

The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the vesting period for RSUs.

The vesting period for RSUs generally ranges from one to four years .

Activity under RSUs during the nine months ended September 30, 2025 was as follows:

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the RSU activity for the three months ended March 31, 2026:

RSUs Weighted-

3 unchanged sentences

Forfeited ( 1,043,220 ) 1.04

Balance as of September 30, 2025 4,423,762 4.05

Vested and unissued as of September 30, 2025 2,617 10.03

Non-vested as of September 30, 2025 4,421,145 $ 4.05

The total grant-date fair value of RSUs granted during the nine months ended September 30, 2025 was $ 1,665,290 .

For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $ 1,516,497 and $ 1,426,271 , respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $ 5,040,246 and $ 4,242,065 , respectively.

As of September 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested RSUs granted was $ 13,325,510 and $ 17,458,680 , respectively.

This cost is expected to be recognized over a weighted-average period of approximately 2.64 years as of September 30, 2025.

Balance as of March 31, 2026 7,629,499 2.00

Vested and unissued as of March 31, 2026 —

Non-vested as of March 31, 2026 7,629,499 $ 2.00

The total grant-date fair value of RSUs granted during the three months ended March 31, 2026 was $ 179,000 .

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to RSUs of $ 1,505,545 and $ 1,773,094 , respectively.

As of March 31, 2026 and December 31, 2025, the total unrecognized compensation related to unvested RSUs granted was $ 13,195,136 and $ 15,607,125 , respectively.

This cost is expected to be recognized over a weighted-average period of approximately 2.93 years as of March 31, 2026.

Performance-based Restricted Stock Units

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PSU awards are subject to service-based and either performance-based or market-based vesting conditions.

For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to PSUs of $ 1,534,667 and $ 280,764 , respectively, which are included in accrued liabilities.

For the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense related to PSUs of $ 4,720,614 and $ 824,393 , respectively, which are included in accrued liabilities.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested PSUs granted was $ 7,126,727 and $ 8,332,535 , respectively.

This cost is expected to be recognized over a weighted-average period of approximately 2.25 years as of September 30, 2025.

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to PSUs of $ 1,017,429 and $ 1,667,961 , respectively.

As of March 31, 2026 and December 31, 2025, the total unrecognized compensation related to unvested PSUs granted was $ 6,533,223 and $ 7,550,652 , respectively.

This cost is expected to be recognized over a weighted-average period of approximately 2.76 years as of March 31, 2026.

PSU Grants with Performance Conditions (Revenue Performance Share Unit Grants)

As of September 30, 2025, the Company had outstanding PSUs with a performance condition from 2024.

As of March 31, 2026, the Company had outstanding PSUs with a performance condition from 2024.

The fair value of these awards is based on the Company’s quoted stock price on the grant date and is expected to vest based on the achievement of specific revenue targets in 2024.

The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the four year vesting period.

There were no revenue PSUs granted during the nine months ended September 30, 2025 and 2024.

The following is a summary of the revenue PSU activity for the nine months ended September 30, 2025:

The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the four year vesting period.

There were no revenue PSUs granted during the three months ended March 31, 2026 and 2025.

The following is a summary of the revenue PSU activity for the three months ended March 31, 2026:

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue PSUs Weighted-

Balance as of December 31, 2025 356,587 $ 5.16

Vested ( 217,055 ) 5.16

Forfeited — —

Performance adjustment — —

Balance as of September 30, 2025 651,163 $ 5.16

Balance as of March 31, 2026 356,587 $ 5.16

PSU Grants with Market Condition (TSR Performance Share Unit Grants)

As of September 30, 2025, the Company had outstanding PSUs with a market condition that will vest based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Nasdaq Healthcare Index in 2025 to 2027.

As of March 31, 2026, 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.

1 unchanged sentence

The Company accounts for forfeitures as they occur.

There were no TSR PSUs granted during the nine months ended September 30, 2025 and 2024.

The following is a summary of the TSR PSU activity for the nine months ended September 30, 2025:

There were no TSR PSUs granted during the three months ended March 31, 2026 and 2025.

The following is a summary of the TSR PSU activity for the three months ended March 31, 2026:

TSR PSUs Weighted-

1 unchanged sentence

Forfeited — —

Balance as of September 30, 2025 1,205,251 $ 4.19

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance as of March 31, 2026 2,524,257 $ 3.13

The Company has lease arrangements for properties, vehicles and transportation equipment.

6 unchanged sentences

The Company used estimated borrowing rates of 6 % on January 1, 2019 for all leases that commenced prior to that date for office spaces, vehicles and transportation equipment.

The table below comprises lease expenses for the three and nine months ended September 30, 2025 and 2024:

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The table below comprises lease expenses for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Components of total lease cost:

7 unchanged sentences

Lease Payments

The table below presents lease payments for the three and nine months ended September 30, 2025 and 2024:

The table below presents lease payments for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Components of total lease payments:

5 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.

Gain (Loss) on Remeasurement

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2025, the Company reassessed the use of some office spaces, resulting in early terminations of three leased office spaces.

The Company recorded a gain from remeasurement of operating lease of $ 820 and $ 656 during the three and nine months ended September 30, 2025.

The Company recorded a loss from remeasurement of operating lease of $( 6,163 ) and $( 13,469 ) during the three and nine months ended September 30, 2024.

Loss on Lease Remeasurement

During the three months ended March 31, 2026, there were no recorded gain or loss.

The Company recorded a loss from remeasurement of operating lease of $ 6,589 during the three months ended March 31, 2025.

Sublease Income

During the nine months ended September 30, 2025, the Company subleased a portion of its corporate office space in New York, NY.

The sublease entered into during the nine months ended September 30, 2025 has a lease term of one year and four months and has been classified as an operating lease by the Company.

Sublease income was $ 89,709 and $ 235,823 for the three and nine months ended September 30, 2025, respectively.

The Company continues to sublease its office space in Houston, TX.

During the three months ended March 31, 2026, 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 $ 93,724 and $ 55,678 for the three months ended March 31, 2026 and 2025, respectively.

The Company also continues to sublease its office space in Houston, TX.

The sublease was entered in 2023, has a lease term of three years and has been classified as an operating lease by the Company.

Sublease income was $ 19,324 and $ 57,970 for the three and nine months ended September 30, 2025, respectively.

During the three and nine months ended September 30, 2024, the sublease income was $ 18,869 and $ 56,608 , respectively.

The Company recognizes sublease income as rental income, presented in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income under other income (expense).

Lease Position as of September 30, 2025

Sublease income was $ 19,792 and $ 19,324 for the three months ended March 31, 2026 and 2025, respectively.

The Company recognizes sublease income as rental income, presented in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss under other income (expense).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Position as of March 31, 2026

Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:

September 30,

2026 December 31, 2025

7 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 September 30, 2025:

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 March 31, 2026:

Weighted average remaining lease term (in years) - operating leases 2.95

Weighted average discount rate - operating leases 5.98 %

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Undiscounted Cash Flows

Future minimum lease payments under the operating leases as of September 30, 2025 were as follows:

Future minimum lease payments under the operating leases as of March 31, 2026 were as follows:

2026, remaining $ 3,777,638

2 unchanged sentences

2029 1,353,338

2029 1,354,977

Thereafter 141,514

3 unchanged sentences

Finance Leases

The Company leases vehicles under non-cancellable finance lease agreements with a liability of $ 16,358,929 and $ 14,725,605 as of September 30, 2025 and December 31, 2024, respectively, and a right-of-use net of $ 17,066,242 and $ 15,337,299 as of September 30, 2025 and December 31, 2024, respectively (accumulated depreciation of $ 11,713,656 and $ 9,128,202 as of September 30, 2025 and December 31, 2024, respectively).

Gain (Loss) on Remeasurement

During the nine months ended September 30, 2025, the Company returned a number of leased vehicles, resulting in the termination of contract of these leased vehicles.

The Company recorded a gain (loss) on remeasurement of finance lease of $ 4,257 and $( 43,023 ) during the three and nine months ended September 30, 2025, respectively.

The Company recorded a loss on remeasurement of finance lease of $ 0 and $( 18,583 ) during the three and nine months ended September 30, 2024, respectively.

Lease Position as of September 30, 2025

The Company leases vehicles under non-cancellable finance lease agreements with a liability of $ 17,386,771 and $ 16,727,594 as of March 31, 2026 and December 31, 2025, respectively, and a right-of-use net of $$ 18,120,270 and $ 17,420,424 as of March 31, 2026 and December 31, 2025, respectively (accumulated depreciation of $ 12,605,574 and $ 11,739,994 as of March 31, 2026 and December 31, 2025, respectively).

Loss on Lease Remeasurement

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended March 31, 2026, there were no recorded gain or loss.

The Company recorded a loss on remeasurement of finance lease of $ 34,248 during the three months ended March 31, 2025.

Lease Position as of March 31, 2026

Right-of-use assets and lease liabilities for the Company’s finance leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:

September 30,

2026 December 31,

6 unchanged sentences

Total lease liability $ 17,386,771 $ 16,727,594

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of September 30, 2025:

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of March 31, 2026:

Weighted average remaining lease term (in years) - finance leases 3.35

1 unchanged sentence

Undiscounted Cash Flows

Future minimum lease payments under the finance leases as of September 30, 2025 are as follows:

Future minimum lease payments under the finance leases as of March 31, 2026 are as follows:

Finance Leases

9 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Expense

The Company recognized $ 1,192,482 and $ 1,103,016 of other expense for the three months ended September 30, 2025 and 2024, respectively, as set forth in the table below.

The Company recognized $ 2,434,425 and $ 1,837,655 of other expense for the nine months ended September 30, 2025 and 2024, respectively, as set forth in the table below.

Other Income (Expense)

The Company recognized $ 2,030,537 and $( 805,549 ) of other income (expense) for the three months ended March 31, 2026 and 2025, respectively, as set forth in the table below.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Other expense:

Other income (expense):

Interest expense, net $ ( 99,732 ) $ ( 426,284 )

Loss on change in fair value of contingent consideration ( 2,760,000 ) —

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

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

Insurance proceeds 4,687,798 —

Loss on equity method investment — ( 40,698 )

Loss on remeasurement of operating and finance leases — ( 40,837 )

(Loss) gain on disposal of fixed assets ( 62,493 ) 15,139

Other income (expense) 264,964 ( 312,869 )

Total other expense $ 1,192,482 $ 1,103,016 $ 2,434,425 $ 1,837,655

Total other income (expense) $ 2,030,537 $ ( 805,549 )

Related Party Transactions

7 unchanged sentences

The Company’s payments to EDTSLS for Mr.

Tendler’s services totaled $ 323,735 and $ 412,353 for the three months ended September 30, 2025 and 2024, respectively, and $ 891,280 and $ 1,033,273 for the nine months ended September 30, 2025 and 2024, respectively.

Included in accounts payable were $ 0 a nd $ 55,545 due to related parties as of September 30, 2025 and December 31, 2024 , respectively .

Included in accrued liabilities were $ 83,265 and $ 0 due to related parties as of September 30, 2025 and December 31, 2024, respectively, related to legal services.

Tendler’s services totaled $ 265,373 and $ 279,748 for the three months ended March 31, 2026 and 2025, respectively .

Included in accounts payable were $ 105,925 a nd $ 0 due to related parties as of March 31, 2026 and December 31, 2025 , respectively .

Included in accrued liabilities were $ 0 and $ 57,615 due to related parties as of March 31, 2026 and December 31, 2025, respectively, related to legal services.

Subcontractor Services

1 unchanged sentence

PrideStaff is owned by a former operations manager of the Company and his spouse, and therefore, is a related party.

The Company made subcontractor payments to PrideStaff totaling $ 500 and $ 7,685 for the three months ended September 30, 2025 and 2024, respectively, and $ 56,819 and $ 148,304 for the nine months ended September 30, 2025 and 2024, respectively.

Included in accounts payable wer e $ 0 and $ 17,149 due to related parties as of September 30, 2025 and December 31, 2024, respectively.

Included in accrued liabilities were $ 0 a nd $ 13,097 due to related parties as of September 30, 2025 and December 31, 2024 related to subcontractor services.

Transition Services Agreement

On October 11, 2023, the Company and Anthony Capone, who resigned as Chief Executive Officer of the Company on

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 15, 2023, entered into a separation and transition services agreement (the “Transition Agreement”).

Pursuant to the Transition Agreement, Mr.

Capone served as a consultant to the Company until March 15, 2024 (such period, the “Capone Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

As compensation for his services during the Capone Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr.

Capone received a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Capone Consulting Period.

Capone did not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Capone Consulting Period.

The Transition Agreement further acknowledges and affirms that Mr.

Capone will be bound by and comply with certain restrictive covenants.

The Company made no payments to Mr.

Capone under the Transition Agreement for each of the three months ended September 30, 2025 and 2024, and $ 0 and $ 180,000 for the nine months ended September 30, 2025 and 2024, respectively.

There were no amounts included in accounts payable and accrued liabilities due to related parties as of September 30, 2025 and December 31, 2024, respectively, related to this Transition Agreement.

The Company made subcontractor payments to PrideStaff totaling $ 0 and $ 35,706 for the three months ended March 31, 2026 and 2025, respectively .

There were no amounts included in accounts payable and accrued liabilities due to related parties as of March 31, 2026 and December 31, 2025, respectively, related to subcontractor services.

Consulting Agreement - Stan Vashovsky

3 unchanged sentences

During the Vashovsky Consulting Period, Mr.

Vashovsky provided advisory services as requested from time to time by the Company’s executive officers or the Board of Directors and assisted with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, received an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $ 35,000 .

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

approximately $ 35,000 .

In consideration for a release of claims, Mr.

3 unchanged sentences

The Company granted approximately $ 0 and $ 35,000 in RSUs to Mr.

Vashovsky under the Vashovsky Consulting Agreement for the three and nine months ended September 30, 2025, respectively.

The Company granted approximately $ 70,000 in RSUs to Mr.

Vashovsky under the Vashovsky Consulting Agreement for the three and nine months ended September 30, 2024.

There were no amounts included in accounts payable and accrued liabilities as of September 30, 2025 and December 31, 2024, related to the Vashovsky Consulting Agreement.

Vashovsky under the Vashovsky Consulting Agreement for the three months ended March 31, 2026 and 2025, respectively.

There were no amounts included in accounts payable and accrued liabilities as of March 31, 2026 and December 31, 2025 related to the Vashovsky Consulting Agreement.

Consulting Agreement - Steven Katz

9 unchanged sentences

The Company m ade no payments to Mr.

Katz under the Katz Consulting Period for the three months ended September 30, 2025 and 2024, respectively, and made payments totaling $ 2,500 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively.

Included in accounts payable wer e $ 0 and $ 2,500 due to related parties as of September 30, 2025 and December 31, 2024

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

related to the Katz Consulting Agreement.

There were no amounts i ncluded in accrued liabilities due to related parties as of September 30, 2025 and December 31, 2024 related to the Katz Consulting Agreement.

As a result of the Company’s history of net operating losses, the Company had historically provided for a partial valuation allowance against its deferred tax assets for assets that were not more-likely-than-not to be realized.

The Company’s benefit from (provision for) income taxes for the three months ended September 30, 2025 and 2024 were $ 13,511,429 and $( 4,488,828 ), respectively, and $ 21,861,861 and $( 13,316,752 ) for the nine months ended September 30, 2025 and 2024, respectively.

Katz under the Katz Consulting Period for the three months ended March 31, 2026, and made payments totaling $ 2,500 for the three months ended March 31, 2025.

There were no amounts i ncluded in accounts payable and accrued liabilities due to related parties as of March 31, 2026 and December 31, 2025 related to the Katz Consulting Agreement.

As a result of the Company’s history of net operating losses, the Company has provided for a valuation allowance against its deferred tax assets for assets that were not more-likely-than-not to be realized.

The Company’s (provision for) benefit from income taxes for the three months ended March 31, 2026 and 2025 were $( 19,283 ) and $ 3,723,687 , respectively.

In determining the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate adjusted for discrete items.

3 unchanged sentences

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

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

The Company notes that these tax laws did not have a material impact on its unaudited Condensed 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 September 30, 2025.

The Company has not made any employer contributions to this plan as of March 31, 2026.

Legal Proceedings

2 unchanged sentences

The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance.

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated.

In accordance with such guidance, the Company establishes accruals for such matters when potential

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

losses become probable and can be reasonably estimated.

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the unaudited Condensed Consolidated Financial Statements.

12 unchanged sentences

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.

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 is set for February 6, 2026.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 motional for final approval of the settlement is scheduled for August 3, 2026.

Stockholder Actions

6 unchanged sentences

On April 25, 2025, the remaining defendants answered the complaint.

The parties have reached an agreement to settle the action, subject to the approval of the district court.

The parties reached an agreement to settle the action for an amount of $ 12,500,000 (covered by the Company’s insurance policy, subject to retention), and on March 24, 2026, the court approved the settlement.

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.

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On August 5, 2025, the Delaware Court of Chancery consolidated the two derivative actions, and the parties agreed that the complaint filed in the Daboul action should serve as the operative complaint.

The defendants have moved to dismiss the consolidated action, and their motion is currently due to be fully briefed in January 2026.

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 fully briefed.

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.

The complaint asserts claims similar to those asserted in the consolidated action pending in the

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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.

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The final fairness hearing took place as scheduled on August 22, 2025, and the court entered an order finally approving the settlement and dismissing the action.

The settlement is on a claims-made basis, and as of the time of this filing, the administrator is still calculating the allowable claims.

As a result, the exact amount that will be paid remains unknown.

However, the Company maintains cybersecurity insurance coverage to limit its exposure to losses relating to cybersecurity incidents, including costs arising from litigation,

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and expects the total cost of the Cybersecurity Action settlement, including plaintiff attorneys’ fees, plaintiff service awards, and the cost of administration, to be covered by such insurance.

The settlement was 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 services awards, and the cost of administration, has been calculated to be $ 337,198 .

Such amount is covered by the Company’s cybersecurity insurance.

Risk and Uncertainties

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In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue.

While the Company expects government contract work to decline, both in absolute dollar terms and as a percentage of overall consolidated revenue, due primarily to the ending of large migrant-related projects in New York, the Company continues to bid on government contracts and expects some revenue from this sector in the future.

While the Company’s government contract work declined in 2025 and for the three months ended March 31, 2026, 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.

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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.

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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 bid 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 SteadyMD, Inc.

On October 20, 2025, Holdings acquired 100 % of SteadyMD, Inc.

(“SteadyMD”), a provider of telehealth for digital health companies, labs, pharmacies, employers, and other healthcare innovators.

SteadyMD offers a 50-state virtual clinician workforce, clinical operations, and world-class technology that powers real-time matching between patient needs and clinical expertise.

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

The aggregate purchase consideration consisted of $ 12,500,000 in cash consideration, subject to post-closing adjustments.

The Company also agreed to pay SteadyMD up to an additional $ 12,500,000 (in cash or equity, at the Company’s election) in deferred consideration upon meeting certain performance conditions.

Due to the timing of the transaction, the Company has not yet completed the initial accounting for the business combination, including the determination of the fair values of the assets acquired and liabilities assumed.

Accordingly, the preliminary purchase price allocation and the supplemental pro forma revenue and earnings of the combined entity is not included in this Quarterly Report on Form 10-Q.

Following the acquisition, SteadyMD will be included within the Company’s Mobile Health Services operating segment.

The Company has evaluated subsequent events through the filing date of this Form 10-Q 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.

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-Q

Item 1. Financial Statements