Item 1. Financial Statements
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 3 0 , 2026 (Unaudited) and December 31, 2025
2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30 , 2026 and 2025
3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30 , 2026 and 2025
4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2026 and 2025
5
Notes to Unaudited Condensed Consolidated Financial Statements
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
2026 December 31,
2025
Unaudited Audited
ASSETS
Current assets:
Cash and cash equivalents $ 25,233,369 $ 51,018,657
Accounts receivable, net of allowance for credit loss of $ 8,540,616 and $ 8,299,053 as of June 30, 2026 and December 31, 2025, respectively
86,219,100 92,893,216
Prepaid expenses 4,403,326 4,790,215
Other current assets 3,942,361 3,697,371
Total current assets 119,798,156 152,399,459
Property and equipment, net 12,711,083 14,558,427
Intangibles, net 1,410,254 —
Restricted cash and cash equivalents 6,937,746 1,466,121
Restricted investments (amortized cost of $ 15,952,661 and $ 15,737,694 as of June 30, 2026 and December 31, 2025, respectively)
15,900,466 15,845,875
Operating lease right-of-use assets 9,259,686 11,520,781
Finance lease right-of-use assets 16,756,910 17,420,424
Deferred tax assets 561,903 538,864
Other assets 3,480,045 3,353,061
Total assets $ 186,816,249 $ 217,103,012
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 14,020,960 $ 11,110,867
Accrued liabilities 39,952,129 42,789,440
Notes payable, current 48,036 51,740
Due to seller 779,332 336,982
Contingent consideration, current 7,900,376 3,040,377
Operating lease liability, current 3,991,429 4,650,953
Finance lease liability, current 5,642,029 5,509,687
Total current liabilities 72,334,291 67,490,046
Notes payable, non-current 159,337 183,843
Contingent consideration, non-current 2,476,216 4,776,215
Operating lease liability, non-current 5,837,418 7,563,664
Finance lease liability, non-current 10,227,928 11,217,907
Total liabilities 91,035,190 91,231,675
Commitments and contingencies (Note 19)
Stockholders’ equity:
Common stock ($ 0.0001 par value; 500,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 98,858,369 and 98,640,059 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)
9,886 9,864
Additional paid-in-capital 331,260,586 325,416,366
Accumulated deficit ( 214,385,203 ) ( 183,801,795 )
Accumulated other comprehensive income 2,169,289 2,387,404
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries 119,054,558 144,011,839
Noncontrolling interests ( 23,273,499 ) ( 18,140,502 )
Total stockholders’ equity 95,781,059 125,871,337
Total liabilities and stockholders’ equity $ 186,816,249 $ 217,103,012
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Revenues, net $ 73,424,719 $ 80,417,622 $ 148,975,203 $ 176,450,677
Expenses:
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 51,018,120 54,998,524 102,685,708 120,183,584
Operating expenses:
General and administrative 29,742,190 31,240,943 60,577,258 64,143,013
Depreciation and amortization 2,691,411 3,981,008 5,338,518 7,742,399
Legal and regulatory 4,025,638 4,351,974 9,059,768 8,562,797
Technology and development 3,446,289 2,957,203 7,151,338 6,596,647
Sales, advertising and marketing 423,294 368,214 795,927 699,919
Total expenses 91,346,942 97,897,866 185,608,517 207,928,359
Loss from operations ( 17,922,223 ) ( 17,480,244 ) ( 36,633,314 ) ( 31,477,682 )
Other (expense) income:
Interest expense, net ( 97,583 ) ( 443,662 ) ( 197,315 ) ( 869,946 )
Loss on change in fair value of contingent consideration — — ( 2,760,000 ) —
Insurance proceeds — — 4,687,798 —
Loss on equity method investment — ( 38,817 ) — ( 79,515 )
Loss on remeasurement of operating and finance leases — ( 6,607 ) — ( 47,444 )
Loss on disposal of fixed assets ( 39,574 ) ( 48,354 ) ( 102,067 ) ( 33,215 )
Other income (expense) 123,211 101,046 388,175 ( 211,823 )
Total other (expense) income ( 13,946 ) ( 436,394 ) 2,016,591 ( 1,241,943 )
Net loss before income tax (provision) benefit ( 17,936,169 ) ( 17,916,638 ) ( 34,616,723 ) ( 32,719,625 )
(Provision for) benefit from income taxes ( 56,129 ) 4,626,745 ( 75,412 ) 8,350,432
Net loss ( 17,992,298 ) ( 13,289,893 ) ( 34,692,135 ) ( 24,369,193 )
Net loss attributable to noncontrolling interests ( 2,172,021 ) ( 2,134,647 ) ( 4,108,727 ) ( 3,808,632 )
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries ( 15,820,277 ) ( 11,155,246 ) ( 30,583,408 ) ( 20,560,561 )
Other comprehensive (loss) income
Unrealized (loss) gain on investments, net of tax ( 54,965 ) 76,733 ( 126,869 ) 76,733
Foreign currency translation adjustment ( 23,730 ) 927,462 ( 91,246 ) 1,423,000
Total comprehensive loss $ ( 15,898,972 ) $ ( 10,151,051 ) $ ( 30,801,523 ) $ ( 19,060,828 )
Net loss per share attributable to DocGo Inc. and Subsidiaries - Basic $ ( 0.16 ) $ ( 0.11 ) $ ( 0.31 ) $ ( 0.21 )
Weighted-average shares outstanding - Basic 98,802,810 98,931,293 98,774,609 100,255,877
Net loss per share attributable to DocGo Inc. and Subsidiaries - Diluted $ ( 0.16 ) $ ( 0.11 ) $ ( 0.31 ) $ ( 0.21 )
Weighted-average shares outstanding - Diluted 98,802,810 98,931,293 98,774,609 100,255,877
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Common Stock Additional
Paid-in-
Capital Accumulated Deficit Accumulated
Other
Comprehensive
Income Noncontrolling
Interests Total
Stockholders’
Equity
Shares Amount
Balance - December 31, 2024 101,910,883 $ 10,191 $ 321,087,583 $ ( 1,402,167 ) $ 1,221,869 $ ( 5,738,346 ) $ 315,179,130
Common stock repurchased ( 1,953,169 ) ( 195 ) ( 5,751,759 ) — — — ( 5,751,954 )
Stock-based compensation 391,777 39 4,282,327 — — — 4,282,366
Shares withheld for taxes ( 165,603 ) ( 17 ) ( 1,200,960 ) — — — ( 1,200,977 )
Net loss attributable to noncontrolling interests — — — — — ( 1,673,985 ) ( 1,673,985 )
Foreign currency translation — — — — 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 Additional
Paid-in-
Capital Accumulated Deficit Accumulated
Other
Comprehensive
Income Noncontrolling
Interests Total
Stockholders’
Equity
Shares Amount
Balance - December 31, 2025 98,640,059 $ 9,864 $ 325,416,366 $ ( 183,801,795 ) $ 2,387,404 $ ( 18,140,502 ) $ 125,871,337
Stock-based compensation 173,085 17 3,224,767 — — — 3,224,784
Shares withheld for taxes ( 34,731 ) ( 3 ) ( 22,200 ) — — — ( 22,203 )
Net loss attributable to noncontrolling interests — — — — — ( 1,936,706 ) ( 1,936,706 )
Distributions paid to noncontrolling interests — ( 1,024,270 ) ( 1,024,270 )
Other comprehensive loss — — — — ( 139,420 ) — ( 139,420 )
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries
— — — ( 14,763,131 ) — — ( 14,763,131 )
Balance - March 31, 2026 98,778,413 $ 9,878 $ 328,618,933 $ ( 198,564,926 ) $ 2,247,984 $ ( 21,101,478 ) $ 111,210,391
Stock-based compensation 103,484 10 2,655,516 — — — 2,655,526
Shares withheld for taxes ( 23,528 ) ( 2 ) ( 13,863 ) — — — ( 13,865 )
Net loss attributable to noncontrolling interests — — — — — ( 2,172,021 ) ( 2,172,021 )
Other comprehensive loss — — — — ( 78,695 ) — ( 78,695 )
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries
— — — ( 15,820,277 ) — — ( 15,820,277 )
Balance - June 30, 2026 98,858,369 $ 9,886 $ 331,260,586 $ ( 214,385,203 ) $ 2,169,289 $ ( 23,273,499 ) $ 95,781,059
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ ( 34,692,135 ) $ ( 24,369,193 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation of property and equipment 2,504,944 2,432,577
Amortization of intangible assets 83,079 2,751,441
Amortization of finance lease right-of-use assets 2,750,495 2,558,381
Loss on disposal of fixed assets 102,067 33,215
Deferred income tax expense 12,963 ( 8,806,213 )
Accretion of discount related to restricted investments ( 164,382 ) ( 145,403 )
Loss on equity method investments — 79,515
Bad debt expense 2,839,894 2,492,009
Stock-based compensation 5,880,310 9,656,445
Loss on remeasurement of operating and finance leases — 47,444
Loss on change in fair value of contingent consideration 2,760,000 —
Changes in operating assets and liabilities:
Accounts receivable 3,837,143 86,194,306
Prepaid expenses and other current assets 141,899 ( 5,273,060 )
Other assets ( 126,984 ) 970,612
Accounts payable 2,817,762 ( 18,246,793 )
Accrued liabilities ( 2,522,047 ) ( 7,451,661 )
Operating lease liabilities and right-of-use assets ( 124,367 ) 336,596
Net cash (used in) provided by operating activities ( 13,899,359 ) 43,260,218
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ( 751,142 ) ( 2,170,883 )
Purchase of intangibles ( 1,493,333 ) ( 1,578,173 )
Acquisition of a business, net of cash acquired — ( 3,646,318 )
Purchase of restricted investments ( 7,476,506 ) ( 22,221,437 )
Proceeds from sale and maturity of restricted investments 7,459,428 2,329,246
Proceeds from disposal of property and equipment 44,563 177,329
Net cash used in investing activities ( 2,216,990 ) ( 27,110,236 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable ( 28,210 ) ( 6,258 )
Due to seller ( 75,835 ) ( 750,919 )
Earnout payments on contingent liabilities — ( 265,538 )
Distributions paid to noncontrolling interest ( 1,024,270 ) —
Payments for taxes related to shares withheld for employee taxes ( 36,068 ) ( 1,340,552 )
Common stock repurchased — ( 10,828,906 )
Payments on obligations under finance lease ( 2,963,454 ) ( 2,708,673 )
Net cash used in financing activities ( 4,127,837 ) ( 15,900,846 )
Effect of exchange rate changes on cash and cash equivalents ( 69,477 ) 968,129
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ( 20,313,663 ) 1,217,265
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 52,484,778 107,337,307
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 32,171,115 $ 108,554,572
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Six Months Ended
June 30,
2026 2025
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest $ 96,112 $ 1,005,769
Cash paid for interest on finance lease liabilities $ 497,826 $ 470,749
Cash paid for income taxes $ 170,191 $ 6,094,270
Right-of-use assets obtained in exchange for lease liabilities $ 3,059,931 $ 7,698,829
Supplemental non-cash investing and financing activities:
Property and equipment in accounts payable $ 92,331 $ 13,125
Reconciliation of cash and restricted cash
Cash $ 25,233,369 $ 104,164,128
Restricted cash 6,937,746 4,390,444
Total cash and restricted cash shown in statement of cash flows $ 32,171,115 $ 108,554,572
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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DocGo Inc. and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Organization and Business Operations
Background
On November 5, 2021, DocGo Inc., a Delaware corporation, then known as Motion Acquisition Corp. (collectively with its subsidiaries, the “Company”), consummated a business combination pursuant to that certain Agreement and Plan of Merger, dated March 8, 2021 (the “Merger Agreement”), by and among the Company, Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” In connection with the closing of the Business Combination, the Company changed its name from Motion Acquisition Corp. to DocGo Inc.
Pursuant to the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company.
Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company. On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc. Ambulnz is the sole owner of Ambulnz Holdings, LLC (“Holdings”), which was formed in the state of Delaware on August 5, 2015 as a limited liability company. Holdings is the owner of multiple operating entities incorporated in various states in the United States (“U.S.”) as well as within England and Wales, United Kingdom (“U.K.”).
The Business
The Company is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide (i) quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations and (ii) healthcare transportation in major metropolitan cities in the U.S. and the U.K.
The Company conducts business in three operating segments: Mobile Health Services, Transportation Services and Corporate. Mobile Health Services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts. This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include both physical and mental healthcare services. 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. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities. The Company’s Corporate segment primarily represents shared services and personnel that support both the Mobile Health Services and Transportation Services segments. It contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. None of the Company’s revenues or cost of revenues are reported within the Corporate segment.
2. Summary of Significant Accounting Policies
Liquidity and Going Concern
The Company experienced a decline in current operating results, incurred operating losses in 2025 and for the three and six months ended June 30, 2026, and had large customer contracts that were not renewed and ended, specifically in regard to its municipal migrant-related programs. As of June 30, 2026, the Company had $ 25,233,369 of unrestricted cash and cash equivalents and working capital of $ 47,463,865 . During 2025, the Company collected older invoices from municipal customers for services provided in 2024 and early 2025, and operating cash flows were sufficient to offset the Company’s
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
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 were still progressing as of June 30, 2026. The Company was also in the process of obtaining a term loan which would serve to replace the credit facility.
As a result of the ongoing operating losses, 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
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated 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. GAAP.
Principles of Consolidation
The unaudited Condensed Consolidated Financial Statements include the accounts and operations of DocGo Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the unaudited Condensed Consolidated Financial Statements represent a portion of consolidated joint ventures and variable interest entities (“VIEs”) in which the Company does not have direct equity ownership. Certain amounts in the prior period’s unaudited Condensed Consolidated Statements of Cash Flows have been reclassified to conform with current period presentation.
In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities with which it has a financial relationship and, if so, whether or not those entities are VIEs. For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.
The Company has entered into management services agreements (“MSAs”) with professional corporations (“PCs”) that employ or contract with physicians and other health professionals in order to provide healthcare services to the public. Each such PC is established and operated pursuant to the requirements of its respective domestic jurisdiction governing the practice of medicine. The Company provides each PC with everything the PC needs to operate except for clinicians, for which the PC is responsible. Without the administrative services, software, intellectual property and administrative personnel (among other things) provided by the Company, the PCs could not carry out their businesses. Moreover, the PCs do not have sufficient equity to finance their activities without additional subordinated financial support. Based on the foregoing, these entities are considered VIEs, and an enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is the primary beneficiary, meaning it has (1) the power to direct the activities of the VIE that most
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). In accordance with corporate practice of medicine restrictions, all clinical treatment decisions are made solely by licensed healthcare professionals engaged by the PCs. Nevertheless, the PCs cannot operate without the Company through the MSAs; therefore the Company significantly impacts the economic performance of the PCs and funds and absorbs all losses of its VIEs. The Company has therefore determined that it is the primary economic beneficiary of the PCs and appropriately consolidates them as VIEs.
Net loss for the Company’s VIEs was $ 2,292,093 and $ 2,392,937 for the three months ended June 30, 2026 and 2025, respectively, and $ 4,059,850 and $ 4,104,448 for the six months ended June 30, 2026 and 2025, respectively. Total assets, exclusive of intercompany assets, amounted to $ 8,719,363 and $ 7,039,301 as of June 30, 2026 and December 31, 2025, respectively. Total liabilities, exclusive of intercompany liabilities, were $ 23,522,309 and $ 17,782,198 as of June 30, 2026 and December 31, 2025, respectively. The Company’s VIEs’ total stockholders’ deficit was $ 14,802,946 and $ 10,742,897 as of June 30, 2026 and December 31, 2025, respectively.
Foreign Currency
The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the British pound. Assets and liabilities of the Company’s foreign operation denominated in the British pound are translated at the spot rate in effect at the applicable reporting date, except for equity accounts, which are translated at historical rates. The unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized translation adjustment for the three months ended June 30, 2026 and 2025 were $( 23,730 ) and $ 927,462 , respectively, and $( 91,246 ) and $ 1,423,000 for the six months ended June 30, 2026 and 2025, respectively.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses; the disclosure of contingent assets and liabilities in its financial statements; and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for credit loss, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, contingent consideration, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.
Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely affected.
Self-Insurance Reserves
The Company self-insures a number of risks, including, but not limited to, workers’ compensation, auto liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, auto liability and healthcare benefits.
Concentration of Credit Risk and Off-Balance Sheet Risk
The Company’s financial instruments that are exposed to concentrations of credit risks primarily consist of cash, cash equivalents, restricted cash, restricted cash equivalents, restricted investments, and accounts receivable. The Company attempts to minimize concentration of credit risk by maintaining its cash and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. Most of the Company’s cash equivalents, restricted cash equivalents, and restricted investments are invested in U.S. treasury securities and corporate bonds, all of which have credit ratings of “A” or above.
Major Customers
The Company had two customers that accounted for approximately 13 % and 11 % of revenues, respectively, for the three months ended June 30, 2026, one of which is the same customer that accounted for approximately 34 % of revenues for the three months ended June 30, 2025.
The Company had two customers that accounted for approximately 11 % and 10 % of revenues, respectively, for the six months ended June 30, 2026, one of which is the same customer that accounted for approximately 42 % of revenues for the six months ended June 30, 2025.
As of June 30, 2026, the Company had two customers that accounted for approximately 16 % and 14 %, 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.
Major Vendor
The Company had no significant vendor concentration for the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, one vendor accounted for 13 % and 16 % of total costs, respectively.
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 loss or retained earnings.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains most of its cash and cash equivalents with financial institutions in the U.S. The Company’s accounts at financial institutions in the U.S. are insured by the FDIC and are in excess of FDIC insured limits. The Company had cash balances of approximately $ 1,335,238 and $ 1,788,119 with foreign financial institutions as of June 30, 2026 and December 31, 2025, respectively.
Restricted Cash and Cash Equivalents and Restricted Investments
Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash and cash equivalents in the unaudited Condensed Consolidated Balance Sheets. Restricted cash and cash equivalents is classified as either a current or non-current asset depending on the restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures and a standby letter of credit as required by its insurance carrier (see Note 9).
The Company utilizes a combination of insurance and self-insurance programs, including a wholly owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits.
ARM Insurance, Inc., a Vermont-based wholly owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures.
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The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in restricted cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.
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. government obligations, as available-for-sale. The Company records the securities at fair market value, which is determined using quoted market prices at the end of each reporting period. The Company includes fixed income securities maturing in three months or less within restricted cash and cash equivalents, and includes the remaining fixed income securities within restricted investments in the accompanying unaudited Condensed Consolidated Balance Sheets.
Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses, net of the tax related effect, are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity until realized. Realized gains and losses on the sale of available-for-sale securities, including other-than-temporary impairments, are determined using the specific identification method.
The following tables present the Company’s restricted cash equivalents and restricted investments as of June 30, 2026 and December 31, 2025, respectively.
June 30, 2026
Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value
Money market funds $ 543,480 $ — $ — $ 543,480
Corporate bonds 746,141 257 ( 1,175 ) 745,223
U.S. government obligations 21,600,785 387 ( 51,663 ) 21,549,509
Total $ 22,890,406 $ 644 $ ( 52,838 ) $ 22,838,212
Included in restricted cash and cash equivalents $ 6,937,745 $ 17 $ ( 16 ) $ 6,937,746
Included in restricted investments $ 15,952,661 $ 627 $ ( 52,822 ) $ 15,900,466
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
U.S. 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 June 30, 2026 and December 31, 2025, respectively:
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June 30, 2026 December 31, 2025
Amortized Cost Fair Value Amortized Cost Fair Value
Within 1 year $ 15,633,846 $ 15,631,244 $ 6,760,198 $ 6,762,886
After 1 year through 5 years 2,739,500 2,721,731 6,118,800 6,159,400
After 5 years through 10 years 4,517,060 4,485,237 4,324,599 4,389,710
Total $ 22,890,406 $ 22,838,212 $ 17,203,597 $ 17,311,996
Proceeds from the sales and maturities of the fixed income marketable securities were $ 25,930,902 and $ 9,323,535 for the three months ended June 30, 2026 and June 30, 2025, respectively. Proceeds from the sales and maturities of the fixed income marketable securities were $ 41,430,736 and $ 9,323,535 for the six months ended June 30, 2026 and June 30, 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 $ 168 and $ 7,280 for the three and six months ended June 30, 2026, respectively, and $ 435 for the three and six months ended June 30, 2025. There were no significant credit losses recognized during the three and six months ended June 30, 2026 and June 30, 2025.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.
Level 3: Unobservable inputs that are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 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.
The Company’s cash equivalents, restricted cash equivalents and restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf. This fair value determination is categorized as Level 1 within the fair value hierarchy.
Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Future changes in fair value of the contingent consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and unaudited Condensed Consolidated Balance Sheets in the period of the change.
Contingent Consideration
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In connection with the acquisition of Exceptional Medical Transportation, LLC (“Exceptional”), the Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition. The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2026 and 2025. During the six months ended June 30, 2025, the Company made a payment for the final installment due on the contingent liability in the amount of $ 265,538 . There was no remaining contingent liability balance for Exceptional as of June 30, 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 did no t record a change in fair value of contingent consideration for the three and six months ended June 30, 2026 and 2025. On May 29, 2024, the Company made a portion of the True-up Payment in the amount of $ 1,000,000 . On July 19, 2024, the Company issued $ 1,814,345 in common stock, par value $ 0.0001 (“Common Stock”), or 578,350 shares, constituting the remainder of the True-up Payment. On September 3, 2025, the Company made the first earn out payment (“CRMS Earn Out Payment”) in the amount of $ 1,687,134 for an additional 16.3 % of equity in CRMS. The settlement amount exceeded the estimated contingent consideration for the CRMS Earn Out Payment by $ 196,488 . The estimated contingent consideration amount payable for CRMS was $ 5,076,592 as of June 30, 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 recorded a loss on the change in fair value of contingent consideration in the amount of $ 0 and $ 60,000 for the three and six months ended June 30, 2026, respectively. The Company did not record a change in the fair value of contingent consideration for the three and six months ended June 30, 2025. The estimated contingent liability for PTI was $ 300,000 and $ 240,000 as of June 30, 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 $ 0 and $ 2,700,000 for the three and six months ended June 30, 2026, respectively. The Company did no t record a change in fair value of contingent consideration for the three and six months ended June 30, 2025. The estimated contingent liability for SteadyMD was $ 5,000,000 and $ 2,300,000 as of June 30, 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. During the three and six months ended June 30, 2026, the Company reclassified the contingent liability to due to seller. The Company did no t record a change in fair value of contingent consideration for the three and six months ended June 30, 2026 and 2025. The estimated contingent liability for PCA was $ 0 and $ 200,000 as of June 30, 2026 and December 31, 2025, respectively (see Note 4).
Impairment of Goodwill
During the third quarter of fiscal 2025, the Company noted a sustained reduction of revenue and forecasts in connection with its Mobile Health Services operating segment, which represented a triggering event that required a goodwill impairment assessment. The Company concluded that one reporting unit within the Mobile Health Services operating segment, Rapid Temps, LLC (“Rapid Temps”), had a fair value less than its carrying value due to its financial performance and downward revisions in projected financial outlook. As a result of the quantitative assessment, the Company recognized a non-cash goodwill impairment charge of $ 8,718,398 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive Loss. The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 5).
The Company estimated the fair value of the Rapid Temps reporting unit by utilizing a discounted cash flow model based on the present value of estimated future cash flows, discounted at an appropriate rate. This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, forecasted revenue and
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EBITDA, appropriate discount rates, and perpetual growth rates. Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy.
During the fourth quarter of fiscal 2025, the Company identified an additional impairment triggering event associated with a sustained decrease in its publicly quoted share price and market capitalization, and accordingly, performed a goodwill quantitative assessment. As a result of the quantitative assessment, the Company concluded that several reporting units within the Mobile Health Services, Transportation Services and Corporate operating segments had fair values less than 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. The charge has no impact on cash flow, liquidity or compliance with debt covenants (see Note 5).
The Company estimated the fair values of the reporting units by utilizing a combination of an income approach, employing a discounted cash flow method, and a market approach, employing a guideline publicly-traded company method. The discounted cash flow method, which estimates fair values based on the present value of future cash flows, requires management to make various assumptions regarding the timing and amounts of these cash flows, including, but not limited to, growth rates, gross profit and EBITDA margins, capital expenditures and the terminal value of the business at the end of the projection period. Management also estimated a discount rate associated with the risk of achieving the projected cash flows, as well as the capital structure of the reporting units. Fair value of the reporting units are, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy.
Impairment of Intangible Assets
In connection with the evaluation of the goodwill impairment in the Mobile Health Services operating segment during the third quarter of fiscal 2025 due to the sustained reduction in revenue and forecasts for the business, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test. The asset groups identified for impairment testing consisted of customer relationships in Rapid Temps and trade credits, both of which are finite-lived intangible assets within the Mobile Health Services operating segment. The Company first performed a recoverability test for each asset group by comparing the projected undiscounted cash flows from the use of each asset group to its respective carrying value. The undiscounted cash flows were not sufficient to recover the carrying value of each asset group, and therefore, the Company then compared the carrying value of each finite-lived intangible asset group to its respective fair value to measure the impairment loss. As a result of the quantitative assessment, the Company recognized a total non-cash finite-lived intangible asset impairment charge of $ 8,020,343 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive Loss. The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 6).
In connection with the evaluation of the goodwill impairment during the fourth quarter of 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. The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 6).
The Company used a discounted cash flow model to estimate the fair value of its intangible assets. This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, future cash flows of the asset group, an appropriate discount rate, and long-term growth rates. Fair value of the intangible 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
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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
The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to provide Mobile Health Services and Transportation Services at specified rates. These rates are either on a per procedure or per transport basis, or on an hourly or daily basis. Accounts receivable consist of billings for healthcare and transportation services provided to patients. Billings typically are either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs or businesses or patients directly. The Company generally does not require collateral for accounts receivable .
Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements. The Company maintains an allowance for credit losses for accounts receivable, net which is recorded as an offset to accounts receivable, net and changes in this allowance are recorded within general and administrative expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The carrying amount of accounts receivable represents the maximum credit risk exposure of these assets. On a quarterly basis, in accordance with Federal Accounting Standards Board (“FASB”) ASC 326, Measurement of Credit Losses on Financial Instruments , the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit loss that reflects its best estimate of the lifetime expected credit losses. Individual uncollectible accounts are written off against the allowance when collection of the individual account does not appear probable.
Under the current expected credit loss impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on a single portfolio segment. The Company assesses collectability by aggregating and reviewing accounts receivable on a collective basis for customers that share similar risk characteristics. Additionally, when accounts receivable do not share risk characteristics with other accounts receivable, management will evaluate such accounts receivable for expected credit loss on an individual specific identification basis when the Company identifies specific customers with known disputes or collectability issues. Due to the short-term nature of the Company’s accounts receivable, the estimate of expected credit loss is based on the aging of accounts using an aging schedule as of period ends. In determining the amount of the allowance for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which inform adjustments to historical loss patterns.
As of January 1, 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 $ 1,106,983 and $( 1,070,126 ), respectively, for the three months ended June 30, 2026 and $ 2,834,253 and $( 2,592,690 ), respectively for the six months ended June 30, 2026. The Company’s balance in its allowance for credit losses amounted to $ 8,540,616 as of June 30, 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. The Company provides for depreciation using the straight-line method over the estimated useful lives of the respective assets. A summary of estimated useful lives is as follows:
Estimated Useful Life
Buildings 39 years
Office equipment and furniture 3 - 7 years
Vehicles 5 - 8 years
Medical and other plant equipment 5 years
Leasehold improvements Shorter of useful life of asset or lease term
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Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized.
Software Development Costs
Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are expensed as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software . Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life.
Estimated useful life of software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality.
Business Combinations
The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including noncontrolling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill.
Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.
The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions based on historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained
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decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net carrying value.
Line of Credit
The costs associated with the Company’s line of credit are deferred and recognized over the term of the line of credit as interest expense. Interest expense on outstanding balances is expensed as incurred.
Related Party Transactions
The Company defines related parties as affiliates of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10% of the voting interest), management, members of immediate families of principal owners or management and other parties with which the Company may deal with if one party controls or can significantly influence management or the operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Related party transactions are recorded within operating expenses in the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For details regarding the related party transactions that occurred during the three and six months ended June 30, 2026 and 2025, refer to Note 16.
Revenue Recognition
On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”).
To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.
The Company generates revenues from the provision of (1) Mobile Health Services and (2) Transportation Services. Since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations immediately. The Company has utilized the “right to invoice” expedient, which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer.
The transaction price associated with the Company’s contracts with customers is generally determined based on fixed and determinable amounts of consideration as specified in a contract, which includes a fixed base rate and/or fixed mileage rate. For Transportation Services arrangements with billings to third party payors and healthcare facilities, this may also include variable consideration in instances where it is considered probable that a significant reversal of cumulative revenue recognized will not occur. For these services, revenues are recorded net of estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowance at the time of billing based on contractual terms, historical collections or other arrangements. The Company also estimates the amount unbilled at month end and recognizes such amounts as revenue, based on available data and customer history. The Company utilizes the expected value method when estimating its variable consideration. The assumptions utilized in estimating variable consideration include the Company’s previous experience with similar contracts and history of collection rates on prior trips that have been performed. The Company reevaluates its variable consideration at each reporting period.
Nature of the Company’s Services
Revenue is primarily derived from:
i. Mobile Health Services : These services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts. This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include a variety of healthcare services. The services offered by this segment include
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virtual care and diagnostics, remote patient monitoring, phlebotomy, addressing gaps in care and primary care physician services.
ii. Transportation Services : These services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.
For Mobile Health Services, the performance of the services and any related support activities in the majority of the Company’s contracts are a single performance obligation under ASC 606. Mobile Health Services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized. The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.
As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed. The typical billing cycle for Mobile Health Services and Transportation Services is same day to five days with payments generally due within 30 days. For large municipal customers in the Mobile Health Services segment, invoices are generally produced on a monthly basis, in arrears, and are generally due within 30-60 days of when they are submitted to the customer. The majority of the Company’s Mobile Health Services and Transportation Services each represent a single performance obligation. Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice. For contracts with multiple distinct performance obligations, the Company allocates the transaction price based on their agreed-upon price to the individually identified performance obligations in the contract. The Company monitors and evaluates all contracts on a case-by-case basis to determine if multiple performance obligations are present in a contractual arrangement.
For Mobile Health Services, the customer also generally simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled. Therefore, the Company satisfies performance obligations at the same time. For certain Mobile Health Services that have a fixed fee arrangement and are provided over time, revenue is recognized over time as the services are provided to the customer. For Transportation Services, since the customer simultaneousl y receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations at the same time. For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.
In the following table, revenues are disaggregated as follows:
Revenue Breakdown Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Primary Geographical Markets
U.S. $ 60,430,620 $ 66,258,565 $ 123,169,860 $ 148,232,981
U.K. 12,994,099 14,159,057 25,805,343 28,217,696
Total revenues $ 73,424,719 $ 80,417,622 $ 148,975,203 $ 176,450,677
Major Segments
Mobile Health Services $ 21,417,771 $ 30,780,993 $ 45,043,018 $ 75,990,537
Transportation Services 52,006,948 49,636,629 103,932,185 100,460,140
Total revenues $ 73,424,719 $ 80,417,622 $ 148,975,203 $ 176,450,677
Stock-Based Compensation
The Company maintains a stock incentive plan under which the Company may issue incentive and non-qualified stock options, restricted stock units and performance-based stock units. The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation , which requires the recognition of the fair value of stock-based compensation. The Company expenses stock-based compensation over the requisite service period based on the
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estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company 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.
Earnings per Share
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. Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon conversion of stock options, unvested RSUs and PSUs. In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation.
The following table presents the calculation of basic and diluted net loss per share to stockholders of DocGo Inc. and Subsidiaries:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries $ ( 15,820,277 ) $ ( 11,155,246 ) ( 30,583,408 ) ( 20,560,561 )
Weighted-average shares outstanding - Basic 98,802,810 98,931,293 98,774,609 100,255,877
Effect of dilutive options — — — —
Weighted-average shares outstanding - Diluted 98,802,810 98,931,293 98,774,609 100,255,877
Net loss per share attributable to DocGo Inc. and Subsidiaries - Basic $ ( 0.16 ) $ ( 0.11 ) ( 0.31 ) ( 0.21 )
Net loss per share attributable to DocGo Inc. and Subsidiaries - Diluted $ ( 0.16 ) $ ( 0.11 ) ( 0.31 ) ( 0.21 )
Anti-dilutive employee share-based awards excluded 16,472,812 13,339,305 16,472,812 13,339,305
Equity Method Investments
The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control. The Company’s judgment regarding its level of influence over an equity method investee includes considering key factors, such as ownership interest, representation on the board of directors and participation in policy-making decisions.
Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses. The Company periodically reviews the investments for other than temporary declines in fair value below cost or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
Equity Investments without Readily Determinable Fair Value
Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation with the Company) that do not have readily determinable fair values are recorded as equity investments without readily determinable fair value in accordance with ASC 321. All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be
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recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The recoverable value of the investment is determined based on the Company’s best estimate of the amount that could be realized from the investment, which considers the latest financial information.
Leases
The Company categorizes a lease at its inception as either an operating or finance lease based on the criteria in ASC 842, Leases (“ASC 842”). The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a right-of-use asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the right-of-use asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.
The Company has lease arrangements for vehicles, equipment and facilities. These leases typically have original terms not exceeding 10 years and in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there are such occurrences. Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases.
The Company subleases some of its unused office spaces to third parties for lease terms not exceeding 3 years. The Company recognizes sublease income on a straight-line basis over the sublease term.
Income Taxes
Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.
In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company notes that these tax laws 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 December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The 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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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. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 addresses investor requests for more transparency about expense information through the disaggregation of relevant expense captions in the notes to the financial statements. The provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its disclosures.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the impact of adopting ASU 2025-03 on its disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant uncertainty associated with the development activities of the software. This guidance is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2025-06 on its disclosures.
3. Property and Equipment, Net
Property and equipment, net as of June 30, 2026 and December 31, 2025 are as follows:
June 30,
2026 December 31,
2025
Vehicles $ 17,687,749 $ 18,115,890
Medical and other plant equipment 11,051,055 10,639,965
Office equipment and furniture 4,780,613 4,722,066
Leasehold improvements 2,350,736 2,266,312
Buildings 527,283 527,283
Land 37,800 37,800
36,435,236 36,309,316
Less: Accumulated depreciation ( 23,724,153 ) ( 21,750,889 )
Property and equipment, net $ 12,711,083 $ 14,558,427
During the six months ended June 30, 2026, the Company disposed of assets with a cost of $ 603,348 and accumulated depreciation of $ 456,718 for proceeds of $ 44,563 . During the six months ended June 30, 2025, the Company disposed of assets with a cost of $ 1,194,489 and accumulated depreciation of $ 983,945 for proceeds of $ 177,329 . The Company recorded a loss on disposal of $ 39,574 and $ 48,354 for the three months ended June 30, 2026 and June 30, 2025, respectively. The Company recorded a loss on disposal of $ 102,067 and $ 33,215 for the six months ended June 30, 2026 and June 30, 2025, respectively.
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The Company recorded depreciation expense of $ 1,238,431 and $ 1,211,772 for the three months ended June 30, 2026 and 2025, respectively.
The Company recorded depreciation expense of $ 2,504,944 and $ 2,432,577 for the six months ended June 30, 2026 and 2025, respectively.
4. Acquisitions
Exceptional Medical Transportation, LLC
On July 13, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $ 13,708,333 , consisting of $ 7,708,333 in cash at closing and $ 6,000,000 payable over a 24-month period following the closing date of the acquisition. The Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.
During the three and six months ended June 30, 2026, the Company recorded $ 1,543 and $ 2,921 additional pre-acquisition accounts receivable through due to seller, the liability established during acquisition, respectively. During the three and six months ended June 30, 2025, the Company recorded $ 874 and $ 20,765 additional pre-acquisition accounts receivable through due to seller, respectively. As of June 30, 2026 and December 31, 2025, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 57,347 and $ 54,426 , respectively.
The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2026 and 2025. During the six months ended June 30, 2025, the Company made a payment for the second installment due on the contingent liability in the amount of $ 265,538 . There was no contingent consideration amount payable for Exceptional as of June 30, 2026 and December 31, 2025.
Cardiac RMS, LLC
On March 31, 2023, Holdings acquired 51 % of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services. The closing consideration of $ 10,000,000 consisted of $ 9,000,000 in cash and $ 1,000,000 worth of shares of Common Stock issued in a private placement transaction. The Company also agreed to pay additional consideration following the initial closing, consisting of an estimated True-up Payment of $ 2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets and estimated earn out payments amounting to $ 13,733,947 . The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. $ 5,000,000 of such further probable consideration is to be paid in cash and the remaining $ 10,822,190 is to be paid in shares of Common Stock. On September 3, 2025, the Company made the first earn out payment in the amount of $ 1,687,134 for an additional 16.3 % of equity in CRMS. As the Company already controlled CRMS, and retained control over CRMS subsequent to the CRMS Earnout Payment, the Company accounted for the acquisition of equity interest in CRMS as an equity transaction that increased the carrying value of noncontrolling interest, and decreased the Company’s additional paid-in-capital within stockholders’ equity, by $ 1,741,202 .
The Company did no t record a change in fair value of contingent consideration for the three and six months ended June 30, 2026 and 2025.The estimated contingent consideration amount payable for CRMS was $ 5,076,592 as of June 30, 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 $ 3,800,000 of cash consideration paid at closing and $ 179,081 in deferred consideration. The Company also agreed to pay up to an additional $ 1,500,000 in contingent consideration upon PTI meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026.
On the date of acquisition, the Company initially recorded estimated contingent consideration in the amount of $ 240,000 . Additionally, the Company recorded pre-acquisition accounts receivable in the amount of $ 521,806 and other current assets in the amount of $ 388,641 through due to seller, the liability established during acquisition.
The Company recorded a loss on the change in fair value of contingent consideration in the amount of $ 0 and $ 60,000 for
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the three and six months ended June 30, 2026, respectively. The Company did not record a change in the fair value of contingent consideration for the three and six months ended June 30, 2025. The estimated contingent liability for PTI was $ 300,000 and $ 240,000 as of June 30, 2026 and December 31, 2025, respectively.
The Company paid $ 75,835 of pre-acquisition accounts receivable during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company paid the other current assets and pre-acquisition accounts receivable in the amount of $ 388,641 and $ 362,278 , respectively. There was a due to seller balance of $ 27,640 and $ 103,475 for PTI as of June 30, 2026 and December 31, 2025, respectively.
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 $ 0 and $ 2,700,000 for the three and six months ended June 30, 2026, respectively. The Company did no t record a change in fair value of contingent consideration for the three and six months ended June 30, 2025. The estimated contingent liability for SteadyMD was $ 5,000,000 and $ 2,300,000 as of June 30, 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 and six months ended June 30, 2026 and 2025. During the six months ended June 30, 2026, the Company reclassified $ 200,000 of the contingent consideration liability to due to seller. The estimated contingent liability for PCA was $ 0 and $ 200,000 as of June 30, 2026 and December 31, 2025, respectively.
During the six months ended June 30, 2026, the Company recorded an additional $ 315,265 to due to seller for the expenses paid by the previous owners. As of June 30, 2026, the remaining balance of due to seller was $ 515,265 .
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The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:
PTI SteadyMD PCA Total
Consideration
Cash consideration $ 3,800,000 $ 12,958,309 $ 1,400,000 $ 18,158,309
Deferred consideration 179,081 — — 179,081
Contingent liability 240,000 2,300,000 200,000 2,740,000
Total consideration $ 4,219,081 $ 15,258,309 $ 1,600,000 $ 21,077,390
Recognized amounts of identifiable assets acquired and liabilities assumed
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
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
Accrued liabilities 111,223 4,453,989 — 4,565,212
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
Goodwill 1,915,010 7,578,715 864,697 10,358,422
Total purchase price $ 4,219,081 $ 15,258,309 $ 1,600,000 $ 21,077,390
The results of operations for the acquisitions have been included in the Company’s unaudited Condensed Consolidated Financial Statements from the date of acquisition.
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5. Goodwill
The Company did not record any changes in the carrying value of goodwill in the unaudited Condensed Consolidated Balance Sheets for the six months ended June 30, 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. 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.
The Company estimated the fair value of the Rapid Temps reporting unit by utilizing a discounted cash flow model based on the present value of estimated future cash flows, discounted at an appropriate rate. This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, forecasted revenue and EBITDA, appropriate discounted rates, and perpetual growth rates. Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy.
During the fourth quarter of fiscal 2025, the Company identified an additional impairment triggering event associated with a sustained decrease in its publicly quoted share price and market capitalization, and accordingly, performed a goodwill quantitative assessment. As a result of the quantitative assessment, the Company concluded that several reporting units within the Mobile Health Services, Transportation Services and Corporate operating segments had fair values less than 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.
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 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 carrying value of goodwill amounted to $ 0 as of June 30, 2026 and December 31, 2025. The following table summarizes goodwill by applicable operating segments:
June 30, 2026 December 31, 2025
Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value
Mobile Health Services $ — $ — $ — $ 24,865,586 $ ( 24,865,586 ) $ —
Transportation Services — — — 24,720,320 ( 24,720,320 ) —
Corporate — — — 8,642,190 ( 8,642,190 ) —
Total $ — $ — $ — $ 58,228,096 $ ( 58,228,096 ) $ —
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6. Intangibles
Intangible assets consisted of the following as of June 30, 2026 and December 31, 2025:
June 30, 2026
Estimated Useful
Life (Years) Gross Carrying
Amount Additions Impairment Accumulated
Amortization Net Carrying
Amount
Computer software 5 years — 30,000 — — 30,000
Internally developed software 4 - 5 years
— 1,458,333 — ( 82,979 ) 1,375,354
Trademark 8 - 15 years
— 5,000 ( 100 ) 4,900
$ — $ 1,493,333 $ — $ ( 83,079 ) $ 1,410,254
December 31, 2025
Estimated Useful
Life (Years) Gross Carrying
Amount Additions Impairment Accumulated
Amortization Net Carrying
Amount
Computer software 5 years $ 247,828 $ — $ ( 3,540 ) $ ( 244,288 ) $ —
Operating licenses Indefinite 9,399,004 450,000 ( 9,849,004 ) — —
Internally developed software 4 - 5 years
12,129,913 2,883,827 ( 288,248 ) ( 14,725,492 ) —
Material contracts Indefinite 62,550 11,444 ( 73,994 ) — —
Customer relationships 7 - 14 years
19,993,533 3,897,665 ( 15,425,390 ) ( 8,465,808 ) —
Trademark 8 - 15 years
405,532 1,100,496 ( 1,304,101 ) ( 201,927 ) —
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 Company did not record any disposal of intangible assets for the six months ended June 30, 2026 and 2025.
In connection with the evaluation of the goodwill impairment in the Mobile Health Services operating segment during the third quarter of fiscal 2025 due to the sustained reduction in revenue and forecasts for the business, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test. The asset groups identified for impairment testing consisted of customer relationships in Rapid Temps and trade credits, both of which are finite-lived intangible assets within the Mobile Health Services operating segment. The Company first performed a recoverability test for each asset group by comparing the projected undiscounted cash flows from the use of each asset group to its respective carrying value. The undiscounted cash flows were not sufficient to recover the carrying value of each asset group, and therefore, the Company then compared the carrying value of each finite-lived intangible asset group to its respective fair value to measure the impairment loss. As a result of the quantitative assessment, the Company recognized a total non-cash finite-lived intangible asset impairment charge of $ 8,020,343 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity, or compliance with debt covenants.
In connection with the evaluation of the goodwill impairment during the fourth quarter of 2025 due to the sustained decrease in the Company’s publicly quoted share price and market capitalization, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test. The asset groups identified for impairment testing consisted of computer software, operating licenses, internally developed software, material contracts, customer relationships, trademarks, non-compete agreements, domain names, software license agreements, and acquired developed technology. These asset groups consist of both finite-lived and indefinite-lived intangible assets within the Mobile Health Services, Transportation Services and Corporate operating segments. As a result of the assessment, the Company recognized a total non-cash intangible impairment charge of $ 22,627,902 for the year ended December 31, 2025
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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 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 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 $ 62,041 and $ 1,452,299 for the three months ended June 30, 2026 and 2025, respectively.
The Company recorded amortization expense of $ 83,079 and$ 2,751,441 for the six months ended June 30, 2026 and 2025, respectively.
Future amortization expense as of June 30, 2026 for the next five years and in the aggregate are as follows:
Amortization
Expense
2026, remaining $ 148,582
2027 297,417
2028 297,417
2029 297,417
2030 297,417
Thereafter 72,004
Total $ 1,410,254
7. Investments
The carrying amount of the Company’s investments was $ 0 as of June 30, 2026 and December 31, 2025.
Equity Investment without Readily Determinable Fair Value
On October 25, 2024, the Company acquired non-marketable equity securities in Firefly Health, Inc. for $ 5,000,000 . These investments are measured at cost, less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. During the 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 June 30, 2026 and December 31, 2025, the Company had no investments in equity securities without readily determinable fair values.
Equity Method Investment
On October 26, 2021, the Company acquired a 50 % interest in RND Health Services Inc. (“RND”) for $ 655,876 . Subsequently, the Company made additional investments amounting to $ 4,784 , $ 310,450 and $ 298,932 in 2025, 2024 and 2023, respectively. 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 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 June 30, 2026 and December 31, 2025.
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8. Accrued Liabilities
Accrued liabilities consisted of the following as of June 30, 2026 and December 31, 2025:
June 30,
2026 December 31,
2025
Accrued workers' compensation and other insurance liabilities $ 19,172,790 $ 18,229,568
Accrued general expenses 10,850,158 12,053,483
Accrued payroll 5,763,427 5,511,713
Accrued subcontractors 4,165,754 4,350,051
Accrued bonus — 2,644,625
Total accrued liabilities $ 39,952,129 $ 42,789,440
9. Line of Credit
On November 1, 2022, the Company entered into a credit agreement (as amended, the “Prior Credit Agreement”) with two banks, with one bank in the capacity as a lender and the administrative agent (collectively with the other lender, the “Lenders”). The Prior Credit Agreement provided for a revolving credit facility in the initial aggregate principal amount of $ 90,000,000 (the “Prior Revolving Facility”). The Prior Revolving Facility included the ability for the Company to request an increase to the commitment by an additional amount of up to $ 50,000,000 , though no Lender (nor the Lenders collectively) was obligated to increase its respective commitments. Borrowings under the Prior Revolving Facility bore interest at a per annum rate equal to: (i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins were based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The initial applicable margins were 1.25 % for an adjusted term SOFR loan and 0.25 % for a base rate loan and were updated based on the Company’s consolidated net leverage ratio. The Prior Revolving Facility was due to mature on November 1, 2027, the five-year anniversary of the closing date. The Prior Revolving Facility was secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The Prior Revolving Facility was subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the Prior Credit Agreement.
On August 1, 2025, the Company repaid all amounts outstanding under the Prior Revolving Facility. The total amount paid was $ 30,320,173 , of which $ 30,000,000 represented the outstanding principal amount and $ 320,173 represented the outstanding interest.
On August 7, 2025, the Company amended and restated the Prior Credit Agreement (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility (“Revolving Facility”) up to an aggregate principal amount of $ 55,000,000 and borrowings thereunder are subject to a borrowing base formula based on eligible receivables as described therein. The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $ 20,000,000 , though neither Lender nor any other lender is obligated to provide any such additional commitment. Borrowings under the Revolving Facility bear interest at a per annum rate equal to: (i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margin for an adjusted term SOFR loan is 2.00 % and the applicable margin for a base rate loan is 1.00 %. The Revolving Facility matures on November 1, 2027, the five-year anniversary of the original closing date of the Prior Credit Agreement. The Credit Agreement is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The Credit Agreement is subject to a certain minimum liquidity financial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability under the Credit Agreement.
As of June 30, 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 $ 441,282 in interest charges relating to its Prior Revolving Facility for the three months ended June 30, 2026 and 2025, respectively, and $ 0 and $ 852,799 for the six months ended June 30, 2026 and 2025, respectively, which is reflected in interest expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
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Standby Letters of Credit
On October 20, 2023, the Company obtained an unconditional and irrevocable letter of credit from a financial institution in the amount of $ 1,080,000 . The letter of credit had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution. As of June 30, 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 had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution. As of June 30, 2026, no amounts had been drawn.
10. Notes Payable
The Company has various loans with finance companies with monthly installments aggregating $ 5,264 , inclusive of 8.15 % interest. The loan notes mature at various times through April 2030 and are secured by transportation equipment. In May 2026, one of the loans reached its scheduled maturity and was repaid in full in accordance with its terms.
The following table summarizes the Company’s notes payable:
June 30,
2026 December 31,
2025
Equipment and financing loans payable, 8.15 % interest maturing on April 2030
$ 207,373 $ 235,583
Total notes payable 207,373 235,583
Less: current portion of notes payable 48,036 51,740
Total non-current portion of notes payable $ 159,337 $ 183,843
Interest expense was $ 4,310 and $ 91 for the three months ended June 30, 2026 and 2025, respectively.
Interest expense was $ 8,872 and $ 196 for the six months ended June 30, 2026 and 2025 respectively.
Future minimum annual maturities of notes payable as of June 30, 2026 are as follows:
Notes Payable
2026, remaining $ 23,530
2027 50,027
2028 54,260
2029 58,851
2030 20,705
Total maturities 207,373
Current portion of notes payable ( 48,036 )
Long-term portion of notes payable $ 159,337
11. Business Segment Information
The Company conducts business in three operating segments: Mobile Health Services, Transportation Services, and Corporate. In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers, the Company’s Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assessing performance. All of the Company’s revenues and costs of revenues are reported within the Transportation Services and Mobile Health Services segments. The Corporate segment relates to shared services and personnel that support both the Mobile Health Services and Transportation Services segments and contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assess the performance of these resources by revenue stream and by operating income or loss performance.
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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 from operations that are not regularly provided to the chief operating decision makers. Other segment items primarily consist of technology and development expenses, legal and professional fees, medical supplies, and other general and administrative expenses such as management fees, occupancy expense, and insurance costs.
The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Mobile Health Services, Transportation Services, and Corporate segments based primarily on results of operations.
Operating results for the business segments of the Company as of and for the three months ended June 30, 2026 and June 30, 2025 are as follows:
Mobile Health
Services Transportation
Services Corporate Total
Three Months Ended June 30, 2026
Revenues $ 21,417,771 $ 52,006,948 $ — $ 73,424,719
Significant segment expenses 21,684,478 41,611,424 8,827,330 72,123,232
Personnel costs 15,272,088 34,239,123 8,137,914 57,649,125
Subcontractor costs 5,849,741 2,680,136 689,416 9,219,293
Vehicle costs 562,649 4,692,165 — 5,254,814
Other segment items 4,982,218 10,047,433 4,194,059 19,223,710
Loss from operations ( 5,248,925 ) 348,091 ( 13,021,389 ) ( 17,922,223 )
Depreciation and amortization expense 377,690 2,173,767 139,954 2,691,411
Stock compensation 353,254 8,244 2,294,018 2,655,516
Change in fair value of contingent consideration — — — —
Total assets 59,546,926 91,303,902 35,965,421 186,816,249
Long-lived assets 4,478,575 31,946,554 3,712,804 40,137,933
Capital expenditures 187,731 825,221 804,846 1,817,798
Three Months Ended June 30, 2025
Revenues $ 30,780,993 $ 49,636,629 $ — 80,417,622
Significant segment expenses 26,866,443 40,103,108 10,295,459 77,265,010
Personnel costs 18,645,594 33,145,771 9,268,915 61,060,280
Subcontractor costs 6,593,172 3,220,110 1,026,544 10,839,826
Vehicle costs 1,627,677 3,737,227 — 5,364,904
Other segment items 4,529,904 10,249,763 5,853,189 20,632,856
Income (loss) from operations ( 615,354 ) ( 716,242 ) ( 16,148,648 ) ( 17,480,244 )
Depreciation and amortization expense 982,108 2,003,258 995,642 3,981,008
Stock compensation 1,340,920 52,939 3,432,274 4,826,133
Total assets 123,778,104 138,287,638 146,198,009 408,263,751
Long-lived assets 39,664,030 69,637,798 12,057,703 121,359,531
Capital expenditures 284,529 2,089,796 786,348 3,160,673
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Operating results for the business segments of the Company as of and for the six months ended June 30, 2026 and June 30, 2025 are as follows:
Mobile Health
Services Transportation
Services Corporate Total
Six Months Ended June 30, 2026
Revenues $ 45,043,018 $ 103,932,185 $ — $ 148,975,203
Significant segment expenses 44,388,682 83,357,169 17,475,351 145,221,202
Personnel costs 31,064,219 69,179,569 15,979,435 116,223,223
Subcontractor costs 12,465,699 5,190,272 1,495,916 19,151,887
Vehicle costs 858,764 8,987,328 — 9,846,092
Other segment items 9,627,585 20,467,680 10,292,051 40,387,316
Income (loss) from operations ( 8,973,249 ) 107,336 ( 27,767,401 ) ( 36,633,314 )
Depreciation and amortization expense 761,870 4,322,416 254,232 5,338,518
Stock compensation 959,021 14,894 4,906,368 5,880,283
Change in fair value of contingent consideration
2,760,000 — — 2,760,000
Total assets 59,546,926 91,303,902 35,965,421 186,816,249
Long-lived assets 4,478,575 31,946,554 3,712,804 40,137,933
Capital expenditures 201,657 3,124,068 1,440,115 4,765,840
Six Months Ended June 30, 2025
Revenues $ 75,990,537 $ 100,460,140 $ — 176,450,677
Significant segment expenses 64,921,150 79,593,108 22,152,998 166,667,256
Personnel costs 42,381,030 65,507,007 20,002,683 127,890,720
Subcontractor costs 19,991,019 6,576,194 2,150,315 28,717,528
Vehicle costs 2,549,101 7,509,907 — 10,059,008
Other segment items 9,198,865 20,391,907 11,670,331 41,261,103
Income (loss) from operations 1,870,522 475,125 ( 33,823,329 ) ( 31,477,682 )
Depreciation and amortization expense 1,938,480 3,952,084 1,851,835 7,742,399
Stock compensation 2,524,882 110,514 7,021,049 9,656,445
Total assets 123,778,104 138,287,638 146,198,009 408,263,751
Long-lived assets 39,664,030 69,637,798 12,057,703 121,359,531
Capital expenditures 3,013,672 5,901,358 4,174,599 13,089,629
Long-lived assets include property and equipment, intangible assets, operating lease right-of-use assets and finance lease right-of-use assets.
Geographic Information
The following table summarizes long-lived assets by geographic location as of June 30, 2026 and December 31, 2025:
June 30,
2026 December 31,
2025
Primary Geographical Markets
U.S. $ 32,986,338 $ 35,052,182
U.K. 7,151,595 8,447,450
Total long-lived assets $ 40,137,933 $ 43,499,632
Revenues by geographic location are included in Note 2.
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12. Equity
Unregistered Sales of Equity Securities
On July 19, 2024, in connection with the CRMS acquisition, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment. The True-up Payment was based on CRMS’ attainment of full-year EBITDA targets for 2023 (see Note 4).
Share Repurchase Program
On January 30, 2024, the Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”). The Prior Repurchase Program did not obligate the Company to repurchase a specific number of shares.
On August 5, 2024, following the expiration of the previously authorized share repurchase program on July 30, 2024, the Board effectively extended the Prior Repurchase Program by authorizing a new share repurchase program (the “New Repurchase Program”) on the same terms and conditions as the Prior Repurchase Program other than expiration, pursuant to which the Company may purchase up to $ 26,000,000 in shares of Common Stock, which was the approximate amount remaining under the Prior Repurchase Program at its expiration.
The New Repurchase Program was originally set to expire on December 31, 2024. The Board of Directors subsequently approved extensions of the program through June 30, 2025, December 31, 2025, and June 30, 2026. On June 26, 2026, the Board approved a further extension through December 31, 2026. The New Repurchase Program may be suspended, extended, modified or discontinued at any time without prior notice.
Under the terms of the New Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.
The timing, manner, price and amount of shares repurchased under the New Repurchase Program depends on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The New Repurchase Program does not obligate the Company to repurchase any specific number of shares.
Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings.
There were no shares repurchased during the three months ended June 30, 2026. During the three months ended June 30, 2025, the Company repurchased and subsequently cancelled 2,527,900 shares of Common Stock for $ 5,076,952 .
There were no shares repurchased during the six months ended June 30, 2026. During the six months ended June 30, 2025, the Company repurchased and subsequently cancelled 4,481,069 shares of Common Stock for $ 10,828,906 .
13. Stock-Based Compensation
Stock Options
In 2021, the Company established the DocGo Inc. 2021 Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc.’s 2017 Equity Incentive Plan. The Plan initially reserved 16,607,894 shares of Common Stock for issuance under the Plan. The Company’s stock options generally vest on various terms based on continuous services over periods ranging from 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 June 30, 2026, approximately 5.5 million employee stock options had vested.
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Before the consummation of the Business Combination, the management of Ambulnz took the average of several publicly traded companies that were representative of Ambulnz’ size and industry in order to estimate its expected stock volatility.
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Subsequent to the Business Combination, the Company utilized publicly available pricing. The expected term of the options represented the period of time the instruments were expected to be outstanding. The Company based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.
No stock options were granted during the six months ended June 30, 2026 and 2025.
The following table summarizes the Company’s stock option activity under the Plan during the six months ended June 30, 2026:
Options
Shares Weighted
Average
Exercise Price Weighted
Average
Remaining
Contractual
Life in Years Aggregate
Intrinsic
Value
Balance as of December 31, 2025 7,346,535 $ 6.93 5.59 $ —
Granted — — — —
Vested — — — —
Exercised — — — —
Cancelled ( 1,248,988 ) 6.78 — —
Balance as of June 30, 2026 6,097,547 6.96 5.39 —
Options vested and exercisable as of June 30, 2026 5,498,627 $ 6.92 5.24 $ —
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.
For the three months ended June 30, 2026 and 2025, the total recorded stock-based compensation related to stock option awards granted was $ 302,621 and $ 1,557,492 , respectively.
For the six months ended June 30, 2026 and 2025, the total recorded stock-based compensation related to stock option awards granted was $ 1,004,413 and $ 2,946,749 , respectively.
As of June 30, 2026 and December 31, 2025, the total unrecognized compensation related to unvested stock option awards granted was $ 1,499,035 and $ 3,245,364 , respectively. This cost is expected to be recognized over a weighted-average period of approximately 0.83 years as of June 30, 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 on a straight-line basis over the vesting period for RSUs. The vesting period for RSUs generally ranges from one to four years .
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The following is a summary of the RSU activity for the six months ended June 30, 2026:
RSUs Weighted-
Average
Grant Date
Fair Value
Per RSU
Balance as of December 31, 2025 8,519,973 $ 1.95
Granted 359,688 0.63
Vested ( 230,426 ) 3.73
Forfeited ( 826,313 ) 1.63
Balance as of June 30, 2026 7,822,922 1.88
Vested and unissued as of June 30, 2026 10,000 0.60
Non-vested as of June 30, 2026 7,812,922 $ 1.88
The total grant-date fair value of RSUs granted during the six months ended June 30, 2026 was $ 227,000 .
For the three months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to RSUs of $ 1,324,161 and $ 1,750,655 , respectively.
For the six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to RSUs of $ 2,829,706 and $ 3,523,749 , respectively.
As of June 30, 2026 and December 31, 2025, the total unrecognized compensation related to unvested RSUs granted was $ 11,660,870 and $ 15,607,125 , respectively. This cost is expected to be recognized over a weighted-average period of approximately 2.67 years as of June 30, 2026.
Performance-based Restricted Stock Units
The Company grants performance-based restricted stock units (“PSUs”) to certain employees under its long-term incentive compensation plan. PSU awards are subject to service-based and either performance-based or market-based vesting conditions.
For the three months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to PSUs of $ 1,028,734 and $ 1,517,986 , respectively.
For the six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to PSUs of $ 2,046,163 and $ 3,185,947 , respectively.
As of June 30, 2026 and December 31, 2025, the total unrecognized compensation related to unvested PSUs granted was $ 5,504,489 and $ 7,550,652 , respectively. This cost is expected to be recognized over a weighted-average period of approximately 2.51 years as of June 30, 2026.
PSU Grants with Performance Conditions (Revenue Performance Share Unit Grants)
As of June 30, 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 on a straight-line basis over the four year vesting period.
There were no revenue PSUs granted during the six months ended June 30, 2026 and 2025.
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The following is a summary of the revenue PSU activity for the six months ended June 30, 2026:
Revenue PSUs Weighted-
Average
Grant Date
Fair Value
Per PSU
Balance as of December 31, 2025 356,587 $ 5.16
Granted — —
Vested — —
Forfeited — —
Performance adjustment — —
Balance as of June 30, 2026 356,587 $ 5.16
PSU Grants with Market Condition (TSR Performance Share Unit Grants)
As of June 30, 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. The Company recognizes compensation expense on all these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. The Company accounts for forfeitures as they occur.
There were no TSR PSUs granted during the six months ended June 30, 2026.
The following is a summary of the TSR PSU activity for the six months ended June 30, 2026:
TSR PSUs Weighted-
Average
Grant Date
Fair Value
Per PSU
Balance as of December 31, 2025 2,524,257 $ 3.13
Granted — —
Vested — —
Forfeited — —
Balance as of June 30, 2026 2,524,257 $ 3.13
14. Leases
The Company has lease arrangements for properties, vehicles and transportation equipment. Certain leases contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated right-of-use asset and lease obligation. In making such determination, the Company considers all relevant economic factors.
The Company’s lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6 % on January 1, 2019 for all leases that commenced prior to that date for office spaces, vehicles and transportation equipment.
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Lease Costs
The table below comprises lease expenses for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Components of total lease cost:
Operating lease expense $ 1,384,757 $ 1,349,100 $ 2,804,456 $ 2,671,618
Finance lease expense:
Amortization of right-of-use assets 1,390,939 1,316,938 2,750,495 2,558,381
Interest on lease liabilities 249,258 250,694 497,826 470,749
Finance lease expense 1,640,197 1,567,632 3,248,321 3,029,130
Short-term lease expense 88,905 214,582 178,932 582,205
Total lease cost $ 3,113,859 $ 3,131,314 $ 6,231,709 $ 6,282,953
Lease Payments
The table below presents lease payments for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Components of total lease payments:
Operating lease payment $ 1,466,274 $ 1,203,839 $ 2,928,823 $ 2,274,370
Finance lease payment 1,559,799 1,367,624 2,963,454 2,664,511
Total lease payments $ 3,026,073 $ 2,571,463 $ 5,892,277 $ 4,938,881
Operating Leases
The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space and transportation equipment, expiring at various dates through 2034. Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property.
Loss on Lease Remeasurement
During the three and six months ended June 30, 2026, there were no recorded gains or losses from operating lease measurement.
The Company recorded a (gain) loss from remeasurement of operating lease of $( 6,425 ) and $ 164 during the three and six months ended June 30, 2025, respectively.
Sublease Income
The Company subleases a portion of its corporate office space in New York, NY. The subleases have lease terms ranging from one year and four months to one year and seven months and are classified as operating leases by the Company. The Company also subleases its office space in Houston, Texas under a sublease entered in 2023 with a three-year lease term, which is also classified as an operating lease. For the three months ended June 30, 2026 and 2025, the Company recognized sublease income of $ 91,284 and $ 109,758 , respectively, related to its New York office space, and $ 19,792 and $ 18,869 , respectively, related to its Houston office space. For the six months ended June 30, 2026 and 2025, the Company recognized sublease income of $ 185,009 and $ 184,760 , respectively, related to its New York office space, and $ 39,583 and
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$ 37,739 , respectively, related to its Houston office space. 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).
Lease Position as of June 30, 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:
June 30,
2026 December 31, 2025
Assets
Lease right-of-use assets $ 9,259,686 $ 11,520,781
Total lease assets $ 9,259,686 $ 11,520,781
Liabilities
Current liabilities:
Lease liability - current portion $ 3,991,429 $ 4,650,953
Noncurrent liabilities:
Lease liability, net of current portion 5,837,418 7,563,664
Total lease liability $ 9,828,847 $ 12,214,617
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 June 30, 2026:
Weighted average remaining lease term (in years) - operating leases 2.85
Weighted average discount rate - operating leases 5.99 %
Undiscounted Cash Flows
Future minimum lease payments under the operating leases as of June 30, 2026 were as follows:
Operating
Leases
2026, remaining $ 2,370,181
2027 3,816,316
2028 2,775,440
2029 1,378,192
2030 177,691
2031 69,098
Thereafter 141,472
Total future minimum lease payments 10,728,390
Less effects of discounting ( 899,543 )
Present value of future minimum lease payments $ 9,828,847
Finance Leases
The Company leases vehicles under non-cancellable finance lease agreements with a liability of $ 15,869,957 and $ 16,727,594 as of June 30, 2026 and December 31, 2025, respectively, and a right-of-use net of $ 16,756,910 and
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$ 17,420,424 as of June 30, 2026 and December 31, 2025, respectively (accumulated depreciation of $ 13,117,717 and $ 11,739,994 as of June 30, 2026 and December 31, 2025, respectively).
Loss on Lease Remeasurement
During the three and six months ended June 30, 2026, there were no recorded gains or losses from finance lease measurement.
The Company recorded a gain on remeasurement of finance lease of $ 13,032 and $ 47,280 during the three and six months ended June 30, 2025, respectively.
Lease Position as of June 30, 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:
June 30,
2026 December 31,
2025
Assets
Lease right-of-use assets $ 16,756,910 $ 17,420,424
Total lease assets $ 16,756,910 $ 17,420,424
Liabilities
Current liabilities:
Lease liability - current portion $ 5,642,029 $ 5,509,687
Noncurrent liabilities:
Lease liability, net of current portion 10,227,928 11,217,907
Total lease liability $ 15,869,957 $ 16,727,594
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 June 30, 2026:
Weighted average remaining lease term (in years) - finance leases 3.17
Weighted average discount rate - finance leases 5.91 %
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Undiscounted Cash Flows
Future minimum lease payments under the finance leases as of June 30, 2026 are as follows:
Finance Leases
2026, remaining $ 3,338,058
2027 5,730,320
2028 4,455,517
2029 2,815,471
2030 1,046,869
2031 73,166
Total future minimum lease payments 17,459,401
Less effects of discounting ( 1,589,444 )
Present value of future minimum lease payments $ 15,869,957
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15. Other (Expense) Income
The Company recognized $ 13,946 and $ 436,394 of other expense for the three months ended June 30, 2026 and 2025, respectively, as set forth in the table below.
The Company recognized $ 2,016,591 and $( 1,241,943 ) of other income (expense) for the six months ended June 30, 2026 and 2025, respectively, as set forth in the table below.
Three Months Ended
June 30, Six Months Ended June 30,
2026 2025 2026 2025
Other (Expense) Income
Interest expense, net $ ( 97,583 ) $ ( 443,662 ) $ ( 197,315 ) $ ( 869,946 )
Loss on change in fair value of contingent consideration — — ( 2,760,000 ) —
Insurance proceeds — — 4,687,798 —
Loss on equity method investment — ( 38,817 ) — ( 79,515 )
Loss on remeasurement of operating and finance leases — ( 6,607 ) — ( 47,444 )
Loss on disposal of fixed assets ( 39,574 ) ( 48,354 ) ( 102,067 ) ( 33,215 )
Other income (expense) 123,211 101,046 388,175 ( 211,823 )
Total other (expense) income $ ( 13,946 ) $ ( 436,394 ) $ 2,016,591 $ ( 1,241,943 )
16. Related Party Transactions
Historically, the Company has been involved in transactions with various related parties.
Legal Services
Ely D. Tendler is compensated for his services to the Company as General Counsel and Secretary through payments to Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”), a law firm owned by Mr. Tendler. All payments made to EDTSLS by the Company were for Mr. Tendler’s services to the Company as General Counsel and Secretary. No other services were provided by EDTSLS to the Company. The Company’s payments to EDTSLS for Mr. Tendler’s services totaled $ 245,943 and $ 287,798 for the three months ended June 30, 2026 and 2025, respectively and $ 511,315 and $ 567,545 for the six months ended June 30, 2026 and 2025, respectively .
Included in accounts payable were $ 108,343 a nd $ 0 due to related parties as of June 30, 2026 and December 31, 2025 , respectively . Included in accrued liabilities were $ 0 and $ 57,615 due to related parties as of June 30, 2026 and December 31, 2025, respectively, related to legal services.
Subcontractor Services
PrideStaff provides subcontractor services to the Company. PrideStaff is owned by a former operations manager of the Company and his spouse, and therefore, is a related party. The Company made subcontractor payments to PrideStaff totaling $ 0 and $ 20,613 for the three months ended June 30, 2026 and 2025, respectively, and $ 0 and $ 56,319 for the six months ended June 30, 2026 and 2025, respectively.
There were no amounts included in accounts payable and accrued liabilities due to related parties as of June 30, 2026 and December 31, 2025, related to subcontractor services.
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Consulting Agreement - Stan Vashovsky
On March 7, 2024, the Company entered into a separation and consulting agreement (the “Vashovsky Consulting Agreement”) with Stan Vashovsky, who retired as a director and Chair of the Board effective March 31, 2024. Pursuant to the Vashovsky Consulting Agreement, Mr. Vashovsky continued to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”). During the Vashovsky Consulting Period, Mr. Vashovsky provided advisory services as requested from time to time by the Company’s executive officers or the Board of Directors and assisted with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, received an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $ 35,000 . In consideration for a release of claims, Mr. Vashovsky was also eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period. The Vashovsky Consulting Agreement further acknowledges and affirms that Mr. Vashovsky will be bound by and comply with certain restrictive covena nts. The were no amounts in RSUs granted to Mr. Vashovsky under the Vashovsky Consulting Agreement for the three and six months ended June 30, 2026. The Company granted approximately $ 0 and $ 35,000 in RSUs to Mr. Vashovsky under the Vashovsky Consulting Agreement for the three and six months ended June 30, 2025, respectively.
There were no amounts included in accounts payable and accrued liabilities as of June 30, 2026 and December 31, 2025 related to the Vashovsky Consulting Agreement.
Consulting Agreement - Steven Katz
On September 26, 2024, the Company entered into a transition consulting agreement (the “Katz Consulting Agreement”) with Steven Katz, who resigned as a director and independent Chair of the Board of Directors effective October 1, 2024. Pursuant to the Katz Consulting Agreement, Mr. Katz served as a consultant to the Company until December 31, 2024 (the “Katz Consulting Period”). During the Katz Consulting Period, Mr. Katz provided transition advisory services relating to the Board and its committees as requested from time to time by the Company’s executive officers or the Board of Directors.
As compensation for his services during the Katz Consulting Period, and subject to his compliance with the Katz Consulting Agreement, Mr. Katz received consulting fees in the amount of (i) $ 2,500 per month plus (ii) $ 400 for each hour of services rendered in excess of five hours during each month. During the Katz Consulting Period, Mr. Katz’s equity awards also continued to vest under the Plan. The Company m ade no payments to Mr. Katz under the Katz Consulting Period for the three months ended June 30, 2026 and 2025, and made payments totaling $ 0 and $ 2,500 for the six months ended June 30, 2026 and 2025, respectively.
There were no amounts i ncluded in accounts payable and accrued liabilities due to related parties as of June 30, 2026 and December 31, 2025 related to the Katz Consulting Agreement.
17. Income Taxes
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 June 30, 2026 and 2025 were $( 56,129 ) and $ 4,626,745 , respectively, and $( 75,412 ) and $ 8,350,432 for the six months ended June 30, 2026 and 2025, respectively. In determining the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate adjusted for discrete items. This rate is based on the Company’s expected annual income, statutory tax rates and best estimates of non-taxable and non-deductible income and expense items.
In July 2025, the OBBBA was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company notes that these tax laws did not have a material impact on its unaudited Condensed Consolidated Financial Statements or the effective income tax rate.
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18. 401(k) Plan
The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees that complete two months of service with the Company are eligible to participate in the plan. The Company has not made any employer contributions to this plan as of June 30, 2026.
19. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the unaudited Condensed Consolidated Financial Statements.
California Labor Actions
On March 30, 2023, Paul Lowe v. Rapid Reliable Testing, LLC, et al. was filed in the Los Angeles Superior Court (the “Lowe Action”). The complaint alleges various wage and hour claims on behalf of the plaintiff and a putative class. The complaint also alleges a derivative class claim for violations of California’s Unfair Competition Law and seeks to bring a representative action pursuant to California’s Private Attorneys General Act of 2004 (“PAGA”).
In addition, Corielyn Marie Hall v. Rapid Reliable Testing, LLC, et al. involves two separate actions filed in the Los Angeles Superior Court by plaintiff Corielyn Hall (collectively with the Lowe Action, the “California Labor Actions”). The first action is a class complaint filed on December 14, 2023. Similar to the Lowe Action, it alleges various wage and hour claims on behalf of the plaintiff and a putative class and asserts a derivative class claim for violations of California’s Unfair Competition Law. The second action brought by Corielyn Hall was filed on February 20, 2024 and brings claims under PAGA.
Given the overlapping claims and time periods presented in the California Labor Actions, in an effort to reach a global resolution, these actions were mediated concurrently on February 5, 2025. The parties reached a resolution, in principle, at the mediation for a settlement amount of $ 220,000 . Thereafter, the parties executed the settlement documents memorializing that resolution, and a motion for preliminary approval of the settlement was filed.
The hearing on the motion for preliminary approval of the settlement was held on February 6, 2026, at which the court ordered that the parties revise minor terms in the settlement agreement and file supplemental papers. The hearing on the motion for final approval of the settlement was held on August 10, 2026.
Stockholder Actions
On October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S. District Court for the Southern District of New York against the Company, its then-Chairman and former Chief Executive Officer, another former Chief Executive Officer, current Chief Financial Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy). On January 17, 2024, the Court appointed the Genesee County Employees’ Retirement System as the Lead Plaintiff. On March 18, 2024, the Lead Plaintiff filed an amended complaint against the Company, its now former Chairman and Chief Executive Officer, another former Chief Executive Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy). On June 21, 2024, the defendants moved to dismiss the amended complaint. On March 28, 2025, the motion was granted in part and denied in part. On April 25, 2025, the remaining defendants answered the complaint. The parties 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.
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On May 13, 2025 and June 3, 2025, respectively, two derivative actions were filed nominally on behalf of the Company in the Delaware Court of Chancery by Ryne Shetterly and Salma Daboul against certain current and former members of the Board of Directors, including the Company’s Chief Executive Officer and General Counsel, along with two former Chief Executive Officers, the Company’s Chief Financial Officer and Treasurer and its Executive Vice President of Strategy. Both complaints assert claims for breach of fiduciary duty and other related claims purportedly on behalf of the Company based on substantially similar factual allegations to those asserted in the securities class action matter discussed above, seeking various forms of monetary and injunctive relief. On August 5, 2025, the Delaware Court of Chancery consolidated the two derivative actions, and the parties agreed that the complaint filed in the Daboul action should serve as the operative complaint. The defendants moved to dismiss the consolidated action in October 2025, and rather than oppose, plaintiffs amended their complaint. Defendants moved to dismiss the amended complaint on February 2, 2026, and their motion is fully briefed, with argument scheduled for February 4, 2027. Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any.
On August 19, 2025, Jung Jae Hyung filed another derivative complaint in the United States District Court for the Southern District of New York. The complaint asserts claims similar to those asserted in the consolidated action pending in the Delaware Court of Chancery and seeks relief similar to the relief sought in the consolidated action. He further alleges that he previously made a demand on the Board to assert his claims and the Board ignored it, which he deemed a refusal. The Company’s counsel informed Mr. Hyung’s counsel that the Board had appointed a committee to review his litigation demand, and the parties thereafter agreed pursuant to a stipulation entered on October 20, 2025 to stay the Hyung action while the review proceeds. Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any. The Company believes there are substantial defenses to these claims.
Cybersecurity Action
On August 22, 2024, Maria Ballesteros, individually and on behalf of others similarly situated, filed a complaint against Ambulnz NY, LLC, a subsidiary of the Company (“Ambulnz NY”), in the U.S. District Court for the Southern District of New York arising from a data security incident that the Company experienced in April 2024 (the “Cybersecurity Action”). The Cybersecurity Action alleged negligence, negligence per se, breach of fiduciary duty, breach of implied contract and violations of California’s Unfair Competition Law, the California Privacy Act and the California Consumer Records Act, and sought various forms of monetary and injunctive relief. Before Ambulnz NY responded to the complaint, the parties engaged in early mediation that resulted in a settlement in principle. The plaintiff subsequently dismissed the case from the Southern District of New York without prejudice to provide the parties time to finalize the settlement and for eventual re-filing in Florida state court. The parties thereafter entered into a formal settlement agreement, and the plaintiff re-filed the case in the Circuit Court of the Eleventh Judicial Circuit of Florida on March 21, 2025. The plaintiff also filed a motion for preliminary approval of the settlement on March 24, 2025.
On May 2, 2025, the court entered an order granting preliminary approval of the parties’ settlement agreement, directing notice to the settlement class and scheduling a final fairness hearing for August 22, 2025. The settlement class members then had a period of time to file a claim for the benefits under the settlement. The final fairness hearing took place as scheduled on August 22, 2025, and the court entered an order finally approving the settlement and dismissing the action. The settlement 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.
20. Risk and Uncertainties
Risks, Impacts and Uncertainties
The Company’s current business plan assumes increased demand for Mobile Health Services. Demand for such services was accelerated by the COVID-19 pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.
Government Contracts
In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue. While the Company’s government contract work declined in 2025 and for the three and six months ended June 30, 2026, both in absolute dollar terms and as a percentage of overall consolidated revenue, due primarily to the ending of large
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migrant-related projects in New York, the Company continues to bid on government contracts and expects some revenue from this sector in the future. However, government contract work is subject to risks and uncertainties. Government contract work subjects the Company to government audits, investigations and proceedings, which could also lead to the Company to being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated. Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement. Furthermore, a shift in government policies or priorities, at either the federal, state or local level, surrounding the allocation of public spending to health care-related projects, could have a large impact on the Company’s revenues in this area. A loss of or decline in government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Liquidity and Going Concern
Refer to Note 2 for the Company’s liquidity and going concern assessment.
Nasdaq Notice
On January 26, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that, based upon the closing bid price of the Common Stock from December 9, 2025 to January 23, 2026, the Company is not currently in compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the “Minimum Bid Requirement”). 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.
On July 28, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq granting the Company a second 180 calendar day compliance period. In accordance with this letter, the Company has until January 25, 2027, to regain compliance with the Minimum Bid Requirement. The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement, including initiating a reverse stock split. 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.
21. Subsequent Events
Hicuity Health Merger
On August 16, 2026, the Company, Holdings and HH Merger Sub, LLC, a wholly owned subsidiary of Holdings ("MergerCo"), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hicuity Health, Inc. ("Hicuity"), a provider of tele-critical care services, pursuant to which MergerCo will merge with and into Hicuity, with Hicuity surviving as a wholly owned subsidiary of Holdings (the “Merger”).
The aggregate merger consideration consists of (i) a number of shares of DocGo common stock (the "Closing Stock Consideration") equal to 2.0 % of the total number of shares of DocGo common stock issued and outstanding on a fully diluted basis as of the effective time of the Merger, and (ii) additional shares of DocGo common stock (the "Earnout Shares") equal to 3.5 % of the total number of shares of DocGo common stock issued and outstanding on a fully diluted basis as of immediately prior to the effective time, subject to a downward only post-closing adjustment based on the final determination of closing indebtedness and transaction expenses.
In connection with the Merger, Holdings agreed to assume Hicuity's outstanding indebtedness under Hicuity's existing credit agreement with Perceptive Credit Holdings IV, LP on a joint and several basis with Hicuity as co-borrowers. The assumed indebtedness will include the original principal and interest accumulated at the time of closing for a total of up to $ 52,000,000 . Such assumed indebtedness will not be repaid at closing.
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Consulting Services Agreement
On August 16, 2026, Holdings and Hicuity entered into a Consulting Services Agreement, pursuant to which, upon the satisfaction of certain conditions, Holdings will manage Hicuity’s day-to-day non-clinical operations, fund Hicuity’s operating expenses (advancing funds if Hicuity’s operating account is insufficient), and receive a weekly management fee equal to Hicuity’s gross revenue collections less its operating expenses. The Consulting Services Agreement terminates upon the earlier of the Closing or the termination of the Merger Agreement.
Commitment Letter
In connection with the Merger, Perceptive Credit Holdings IV, LP, as administrative agent and lender, committed to provide financing through an amendment and restatement of Hicuity’s existing credit agreement. The financing commitment consists of up to $ 50,000,000 in new senior secured term loans, comprised of (i) a term loan in the amount of $ 12,500,000 , (ii) a second term loan in the amount of $ 12,500,000 , and (iii) a third term loan in the amount of $ 25,000,000 , in addition to the continuation of $ 52,000,000 of outstanding term loans under Hicuity’s existing credit agreement.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.