What changed in this filing

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Item 1A. Risk Factors

2025-02-27 compared with 2024-02-28 · 229 added, 172 removed, 784 unchanged (34% of the section changed)

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DocGo’s future financial performance and success is dependent in large part upon its ability to implement its business strategy successfully.

DocGo’s business strategy includes several initiatives, including developing contractual relationships with new healthcare provider partners and expanding its business with existing partners;

capitalizing on organic growth opportunities such as growing complementary and integrated service offerings, particularly with respect to its mobile health solutions;

pursuing selective acquisitions to expand its geographic presence, among other things;

and enhancing operational efficiencies and productivity.

DocGo’s business strategy includes several initiatives, including:

• developing new contractual relationships with insurance carriers and other healthcare industry payors, hospital systems, healthcare providers, municipalities and other strategic partners;

• expanding its business with existing partners;

• capitalizing on organic growth opportunities such as growing complementary and integrated service offerings, particularly with respect to its mobile health solutions, including its care gap closure programs;

• pursuing selective acquisitions to expand its geographic presence and accelerate growth of its service offerings;

• enhancing operational efficiencies and productivity.

DocGo may not be able to implement its business strategy successfully or achieve the anticipated benefits of its business plan, which could adversely affect its long-term growth, profitability and ability to service its debt obligations.

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rising interest rates and recessionary fears;

the geopolitical environment, including the war in Ukraine, conflict in Israel and surrounding areas and rising tensions in the Taiwan Strait;

pandemic or endemics;

the geopolitical environment, including the war in Ukraine, conflict in the Middle East and surrounding areas and rising tensions in the Taiwan Strait;

pandemics or endemics;

and increased operating costs, including costs of labor or other expenses.

In particular, DocGo’s future success is contingent on its ability to both penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, including DocGo’s ability to obtain necessary licenses in new markets, establish and grow new customer relationships and attract and retain skilled personnel.

In particular, DocGo’s future success is contingent on its ability to both penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, including DocGo’s ability to maintain its current operating licenses and obtain necessary licenses in new markets, establish and grow new customer relationships and attract and retain skilled personnel.

Expanding service offerings such as DocGo’s mobile health solutions also carries unique risks, including lack of market acceptance or the potential inability to realize an appropriate return, if any, on the capital invested.

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As such, due to these and other known and unknown risks, DocGo cannot assure you that its business strategy will be successful, and any failure to effectively implement its business strategy and otherwise grow the business could have a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo relies on its contractual relationships with its healthcare provider partners and other strategic partners.

DocGo significantly relies on its contractual relationships with its healthcare provider partners and other strategic partners and alliances to generate revenues, expand into new markets and further penetrate existing markets.

In recent years, DocGo has entered into strategic business relationships with, among others, healthcare providers and hospital systems to take advantage of commercial opportunities across its operations, particularly in its Transportation Services segment.

The structure of DocGo’s relationships with its healthcare provider partners is a novel model in DocGo’s industry and because there is little precedent for this approach, there can be no assurances that it will be operationally or financially successful in the long term.

DocGo’s contractual relationships with its healthcare provider partners and its reliance on revenues generated pursuant to these arrangements carry commercial and other risks and uncertainties that are different from those underlying DocGo’s other revenue streams, including the opportunity cost of not pursuing other ventures independently or with other partners.

For example, strategic partners may have business or economic interests that are inconsistent with those of DocGo and may take actions contrary to DocGo’s interests.

While DocGo typically manages the day-to-day operations, DocGo’s partners have certain consent rights, including certain decisions such as the annual budget and the hiring and firing of key management personnel for the venture, and they may not agree with decisions that DocGo believes are appropriate or are otherwise in the venture’s or its best interests.

This structure can also lead to disputes with partners, which could require DocGo’s management to commit additional time and resources to resolve any disagreements or, in some instances, may lead to arbitration or litigation.

Contractual relationships like these typically carry termination rights and one or more of DocGo’s partners may choose to exit the relationship prematurely and, in certain arrangements, the partner may have the option to sell its interest in the venture to DocGo or acquire DocGo’s stake at a predetermined price, even if the venture is beneficial to DocGo and in DocGo’s interest to continue the venture.

If one of DocGo’s ventures or any of its strategic

partners is subject to a regulatory investigation or legal dispute or is otherwise the subject of any negative publicity, DocGo may be associated with the matter and be similarly harmed, regardless of whether the specific partnership or DocGo itself had any connection to the underlying matters.

In addition, DocGo may, in certain circumstances, be liable for the actions of its partners.

Contractual relationships such as these can also raise fraud and abuse issues.

For example, the OIG has taken the position that certain contractual relationships between a party that makes referrals and a party that receives referrals for a specific type of service may violate the federal Anti-Kickback Statute if not appropriately structured.

Any of the foregoing risks or other risks related to DocGo’s reliance on its strategic partners and other relationships could have a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo incurs significant up-front costs in its client relationships and any inability to maintain and grow these client relationships over time or to recover these costs could adversely affect its business.

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See “—Risks Related to DocGo’s Business and Industry—DocGo’s reliance on government contracts could adversely affect its business” below.

Accordingly, DocGo’s results of operations depend, in substantial part, on its ability to maintain and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs.

Accordingly, DocGo’s results of operations depend, in substantial part, on its ability

to maintain and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs.

Additionally, as DocGo’s business grows, its client acquisition costs could outpace its build-up of recurring revenue, and DocGo may be unable to successfully manage its total operating costs to achieve profitability, or if achieved, to maintain profitability.

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A significant portion of DocGo’s historical growth has occurred through acquisitions, such as its acquisition of Government Medical Services, LLC, Ryan Brothers Ambulance Fort Atkinson, LLC , Exceptional Medical Transportation, LLC and Community Ambulance Service Ltd in 2022 and Cardiac RMS, LLC in 2023, and DocGo may continue to grow through acquisitions in the future.

DocGo’s growth strategy is primarily focused on geographic expansion, often as part of growing its relationship with an existing healthcare provider partner, and acquisitions may help DocGo obtain the infrastructure, licenses or other resources necessary to enter new markets in the future.

DocGo’s growth strategy is primarily focused on geographic and services expansion, and acquisitions may help DocGo obtain the infrastructure, licenses or other resources necessary to enter new markets and provide new services in the future.

DocGo evaluates, and expects to continue to evaluate, a variety of possible acquisition opportunities as they arise.

DocGo cannot predict the timing of any contemplated transactions, and there can be no assurances that DocGo will identify suitable acquisition opportunities in the geographies into which it expects to grow or, if it does, that any transaction can be consummated on terms acceptable to it, if at all.

DocGo cannot predict the timing of any potential acquisitions, and there can be no assurances that DocGo will identify suitable acquisition opportunities in the geographies into which it expects to grow or, if it does, that any transaction can be consummated on terms acceptable to it, if at all.

DocGo also competes for acquisitions with other potential acquirers, some of which may have greater financial or operational resources than DocGo.

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DocGo may be held liable for certain unforeseen pre-acquisition liabilities of an acquired business, including, among others, tax liabilities, environmental liabilities, liabilities for regulatory violations and liabilities for employment practices, and these liabilities could be significant.

In addition, an acquisition could result in the impairment of client relationships and other acquired assets, such

In addition, an acquisition could result in the impairment of client relationships and other acquired assets, such as goodwill.

DocGo may also incur costs and experience inefficiencies to the extent an acquisition expands the services, markets or geographies in which it operates.

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Acquisitions require that DocGo integrate separate companies that have historically operated independently or as part of another, larger organization, and that have different systems, processes and cultures.

DocGo may not be able to successfully integrate any business it has acquired or may acquire, or may not be able to do so in a timely, efficient or cost-effective manner.

DocGo may not be able to

successfully integrate any business it has acquired or may acquire, or may not be able to do so in a timely, efficient or cost-effective manner.

Risks related to the successful integration of an acquired business include:

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• merging or linking different accounting and financial reporting systems and systems of internal controls and, in some instances, implementing new controls and procedures;

• confirming that such controls and procedures are in compliance with DocGo’s requirements under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act’);

• merging computer, technology and other information networks and systems, including enterprise resource planning systems and billing systems;

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DocGo’s inability to manage its growth through acquisitions, including its inability to manage the integration process, and to realize the anticipated benefits of an acquisition could have a material adverse effect on its business, financial condition and results of operations.

DocGo has entered in the past, and may enter in the future, joint ventures and other contractual relationships with healthcare provider partners and other strategic partners that may be novel and subject to certain commercial and other risks, and DocGo cannot guarantee that such partnerships will be operationally or financially successful.

DocGo has entered in the past, and may enter in the future, joint ventures and other contractual relationships with healthcare provider partners and other strategic partners to expand into new markets and further penetrate existing markets.

The structure of such arrangements may be novel in DocGo’s industry and subject to commercial and other risks and uncertainties that are different from those underlying DocGo’s other revenue streams, and DocGo cannot guarantee that such partnerships will be operationally or financially successful.

For example, strategic partners may have business or economic interests that are inconsistent with those of DocGo and may take actions contrary to DocGo’s interests or disagree with decisions that DocGo believes are appropriate.

Certain structures can also lead to disputes with partners, which could require DocGo’s management to commit additional time and resources to resolve any disagreements or, in some instances, may lead to arbitration or litigation.

If a contractual relationship carries termination rights, a partner may choose to exit the relationship prematurely and, in certain arrangements, the partner may have the option to sell its interest in the venture to DocGo or acquire DocGo’s stake, even if the venture is beneficial to DocGo and in DocGo’s interest to continue the venture.

If one of DocGo’s partnerships or any of its strategic partners is subject to a regulatory investigation or legal dispute or is otherwise the subject of any negative publicity, DocGo may be associated with the matter and be similarly harmed, regardless of whether the specific partnership or DocGo itself had any connection to the underlying matters.

In addition, DocGo may, in certain circumstances, be liable for the actions of its partners.

Contractual relationships such as these can also raise fraud and abuse issues.

Any of the foregoing risks or other risks related to DocGo’s strategic partners and other relationships could have a material adverse effect on DocGo’s business, financial condition and results of operations.

Risks Related to DocGo’s Business and Industry

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In its Transportation Services segment, DocGo competes with governmental entities, including cities and fire districts, hospitals, local and volunteer private providers and other regional and local private companies.

The industry also includes several large national and regional providers such as Falck, Global Medical Response, SeniorCare EMS, Priority Ambulance, PatientCare EMS Solutions and Acadian Ambulance.

The industry also includes several large national and regional providers such as Falck, Global Medical Response (including its subsidiary American Medical Response, or AMR), SeniorCare EMS, Priority Ambulance, PatientCare EMS Solutions and Acadian Ambulance.

Key competitive factors in the medical transportation services industry include the ability to improve customer service, such as on-time performance and efficient call intake;

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Any failure by DocGo to compete or to generally maintain and improve its competitive position could adversely affect its business, financial condition and results of operations.

Negative media coverage could damage DocGo's reputation and harm its ability to bid for and win government and other contracts.

DocGo’s reputation has been, and could in the future be, adversely affected by unfavorable publicity regarding, for example, the Company, its products or services, its management team and board of directors, its government contracts and its financial performance, regardless of whether such claims are accurate.

For example, DocGo has been the subject of media coverage regarding certain of its contracts with New York City.

Any such negative publicity could have an adverse effect on DocGo’s relationships with its customers, and accordingly, harm its ability to bid for and win government and other contracts.

As a result, DocGo’s business, financial condition and results of operations may be adversely affected.

DocGo’s revenues could be adversely affected if it loses some or all of its business under existing contracts.

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DocGo’s contracts with healthcare providers and other customers generally have terms of one to three years (in some cases automatically renewing), and some of its contracts are terminable by either of the parties upon notice of as little as 30 days.

If DocGo is unable to address a customer’s needs in a timely fashion, or a customer is not satisfied with the quality of work performed by DocGo, such customer may decide not to renew its contract or seek to terminate their relationship with DocGo.

Even if DocGo has an existing contract with a healthcare provider, the contract does not create any exclusive relationship, and even if DocGo is given preferred status, the customer often still conducts business with one or more of DocGo’s competitors.

For example, execution under DocGo’s medical transportation services contracts requires that an ambulance or other necessary fleet vehicle be available and within a certain proximity at the time of need and, if one is not available, the customer can and will seek alternative options.

Furthermore, certain of DocGo’s contracts will expire during each fiscal period, and DocGo may be required to seek renewal of these contracts through a formal bidding process.

Even if DocGo is successful in renewing the contract, the contract may contain terms that are not as favorable to DocGo as its current contracts.

For example, execution under DocGo’s medical transportation services contracts requires that an ambulance or other necessary fleet

vehicle be available and within a certain proximity at the time of need and, if one is not available, the customer can and will seek alternative options.

Furthermore, certain of DocGo’s contracts will expire during each fiscal period, and DocGo may be required to seek renewal of these contracts through a formal bidding process, or, in some cases, either DocGo or the customer may decline to seek renewal.

For example, in the second quarter of 2023, the Company began providing services to the migrant population in New York City and in upstate New York.

Some of these services were provided pursuant to a contract with an ending date during the second quarter of 2024.

While a portion of that contract was extended through December 31, 2024, other services began winding down in May 2024.

The wind-down of all services under such contract accelerated during the third quarter of 2024 and was completed in the fourth quarter of 2024.

As a result, Mobile Health Services revenues were significantly lower in the fourth quarter of 2024 than in any of the first three quarters of the year.

Even if DocGo is successful in renewing a contract, the contract may contain terms that are not as favorable to DocGo as its current contracts.

There can be no assurances that DocGo will successfully retain its existing contracts and any loss of contracts or reduction in services provided thereunder or under any renewal could have a material adverse effect on DocGo’s business, financial condition and results of operations.

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Additionally, governments are typically under no obligation to maintain funding at any specific level, and funds for government programs can be eliminated with little or no notice.

Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s tax revenues, as well as potential changes in the controlling political party in these municipalities, who might be less favorably inclined toward government spending on healthcare and other social services, particularly as these services are provided to recent migrants, the long-term outlook for funding for certain government programs is uncertain.

Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s tax revenues, as well as recent changes in the U.S.

administration, including administrative priorities, and potential changes in the controlling political party in these municipalities, who might be less favorably inclined toward government spending on healthcare and other social services, particularly as these services are provided to recent migrants, the long-term outlook for funding for certain government programs is uncertain.

As a result, contracts with government agencies may only be partially funded or may be terminated, and DocGo may not realize all of the potential revenue from those contracts.

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For the year ended December 31, 2024, one customer accounted for approximately 38% of total revenues, while another customer accounted for approximately 28% of total revenues.

DocGo’s largest customer is a public benefit corporation, operating and provisioning services on behalf of a variety of municipal agencies.

DocGo’s largest customer in 2024 was a public benefit corporation, operating and provisioning services on behalf of a variety of municipal agencies.

DocGo’s services for this customer are provided under several different contracts, spanning a variety of projects.

These contracts are not guaranteed and are terminable at will by the customer, in some cases in as little as 15 days’ notice.

However, termination of any one of those particular contracts does not necessarily indicate a greater likelihood of termination of any of the customer’s other

contracts, as these contracts are awarded on a per project basis, with each project running independently of the others.

DocGo’s second largest customer is a municipal agency, and therefore contracts with this customer are subject to the risks described above in the risk factor titled “—DocGo’s reliance on government contracts could adversely affect its business.” DocGo cannot assure you that these customers or other large customers will continue to do business with DocGo on terms or at rates currently in effect, if at all, or will not elect to do business with DocGo’s competitors or otherwise perform their own services themselves.

The loss of one of DocGo’s top customers, if not offset by revenues from new or other existing customers, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

However, termination of any one of those particular contracts does not necessarily indicate a greater likelihood of termination of any of the customer’s other contracts, as these contracts are awarded on a per project basis, with each project running independently of the others.

DocGo’s second largest customer in 2024 was a municipal agency, and DocGo ceased providing services to such agency in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in the fourth quarter of 2024 compared to any of the first three quarters of 2024.

DocGo cannot assure you that its largest customer or other large customers will continue to do business with DocGo on terms or at rates currently in effect, if at all, or will not elect to do business with DocGo’s competitors or otherwise perform their own services themselves.

The loss of one of DocGo’s other top customers, if not offset by revenues from new or other existing customers, could adversely affect DocGo’s business, financial condition and results of operations.

Negative media coverage could damage DocGo's reputation and harm its ability to bid for and win government and other contracts.

For example, DocGo has been the subject of media coverage regarding certain of its contracts with New York City.

Any such negative publicity could have an adverse effect on DocGo’s relationships with its customers, and accordingly, harm its ability to bid for and win government and other contracts.

As a result, DocGo’s business, financial condition and results of operations may be adversely affected.

If certain of DocGo’s suppliers do not meet its needs or if there are material price increases on supplies, it could negatively impact DocGo’s ability to effectively provide its services, which could have a material adverse effect on DocGo’s business, financial condition and results of operations.

In order to effectively provide its services, DocGo’s suppliers must provide it with sufficient vehicles and medical and other supplies at acceptable costs and on a timely basis.

Such vehicles and supplies must also comply with regulatory requirements and quality control standards and meet agreed upon specifications.

DocGo’s suppliers may encounter problems that limit their ability to meet DocGo’s needs, including, among other things, production schedule or supply chain issues, labor shortages, financial difficulties, damage to manufacturing equipment or facilities, and disputes with DocGo or other parties.

An increase in the volume of services that DocGo provides, whether projected or unexpected, could also impact suppliers’ ability to meet DocGo’s needs.

In addition, geopolitical events, inflation, increased tariffs, trade disputes and other factors affecting the macroeconomic environment could negatively impact the price and availability of vehicles and supplies that DocGo purchases from its suppliers.

Although DocGo believes that the vehicles and supplies that its operations require are available from alternative sources, if any of DocGo’s current suppliers do not meet its needs, and DocGo is unable to find adequate alternative sources, or if DocGo experiences material price increases from these suppliers that it is unable to mitigate, it could have a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo’s participation in partnerships based value-based reimbursement models may have a material adverse effect on its business, financial condition and results of operations.

Part of DocGo’s strategy is to enter into partnerships with health plans based on value-based reimbursement models that involve risk-sharing.

As part of its business strategy, DocGo intends to enter into partnerships with health plans based on value-based reimbursement models that involve risk-sharing.

These payment models are specifically designed to improve patient health outcomes while reducing overall costs, as reimbursement is tied to quality of care and effectively managing total cost of care.

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If DocGo is unable to accurately predict, price for and manage costs, such partnerships may not be profitable, and DocGo’s results of operations could be materially and adversely affected.

In addition, DocGo intends to enter these partnerships as pilot programs, and there is no assurance that they will continue or be renewed.

In addition, DocGo intends to enter these partnerships as pilot programs, and there is no assurance that they will continue or be renewed or expanded.

Further, many states do not have a well-developed body of law or regulatory guidance for these models.

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Shortages in the availability of PPE have limited, and in the future may limit, DocGo’s ability to meet demand and provide its services to customers in a timely manner.

Limitations on the availability or increases in the price of PPE have and could in the future continue to adversely affect DocGo’s business and results of operations.

Limitations on the availability or increases in the price of PPE have had, and could in the future continue to have, an adverse effect on DocGo’s business and results of operations.

A health crisis may adversely affect many industries as well as the economies and financial markets of many countries, including the United States, potentially causing a significant deceleration of economic activity.

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As such, there is limited information on which to base an evaluation of its business and prospects.

DocGo’s operations are subject to all of the risks inherent in the establishment of a recently formed business, including adding management personnel, managing general expenditures and managing the timing of payments to vendors and cash receipts from customers, and its success may be limited by unexpected expenses, difficulties, inefficiencies, complications and delays, including the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion, market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities, competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate partners and collaborators.

DocGo’s operations are subject to all of the risks inherent in the establishment of a business,

including adding management personnel, managing general expenditures and managing the timing of payments to vendors and cash receipts from customers, and its success may be limited by unexpected expenses, difficulties, inefficiencies, complications and delays, including the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion, market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities, competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate partners and collaborators.

Any failure to successfully address these and other risks and uncertainties commonly associated with early-stage companies could seriously harm DocGo’s business and prospects, and it may not succeed given the challenges it faces in the markets in which it operates or may choose to expand into in the future.

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No assurance can be given that DocGo will be able to successfully navigate these issues or implement any of its growth strategies in a timely or effective manner, which could negatively impact DocGo’s business, financial condition and results of operations.

Much of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts.

Much of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts and migrant-related projects.

The Company estimates that COVID testing related revenue for 2021 was approximately $110 million and $75 million in 2022.

However, as the COVID-19 pandemic has reached endemic levels and the public health emergency declaration has ended, demand for COVID-related products has subsided, DocGo’s COVID testing-related revenues have declined, and in 2023 such revenues represented an insignificant proportion of the Company’s overall revenues.

DocGo’s future growth will be driven by its ability to continue to replace these COVID-testing-related revenues with other revenue streams.

In the second quarter of 2023, DocGo also began providing services to the recently arrived migrant population in New York City and upstate New York.

These projects expanded throughout the third and fourth quarters of 2023 and into the first quarter of 2024.

However, some of these services were provided pursuant to a contract with an ending date during the second quarter of 2024.

While a portion of the contract was extended through December 2024, other services began winding down in May 2024.

The wind down of all services under such contract accelerated during the third quarter of 2024 and was completed in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in the fourth quarter of 2024 compared to any of the first three quarters of 2024.

While the exact timing of the wind-down of the remaining services under other contracts is still unknown, the wind-down of services is underway and the Company expects that the revenues from these migrant-related projects will be significantly lower in 2025 than they were in 2024 and in the second half of 2023.

DocGo’s future growth will be driven by its ability to execute and generate revenue from other initiatives.

DocGo’s ability to forecast its future operating results is limited and subject to a number of uncertainties, including its ability to predict revenue and expense levels and plan for and model future growth.

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It is difficult for DocGo to predict its future results of operations, and it expects its operating expenses to increase significantly over the next several years as it continues to expand its operations and infrastructure, acquire additional vehicles, hire additional personnel, make and integrate future acquisitions and invest in technology and research and development.

If DocGo fails to increase its revenue to offset the increases in its operating expenses, DocGo may not achieve or sustain profitability in the future.

If DocGo fails to increase its revenue to offset the increases in its operating expenses or fails to control operating expenses such as costs for labor, medical and other supplies, fuel, and insurance, DocGo may not achieve or sustain profitability in the future.

If DocGo is unable to effectively manage its growth, its financial performance and future prospects will be adversely affected.

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To operate without interruption, both DocGo and its service providers must guard against:

• damage from fire, power loss, natural disasters and other force majeure events outside DocGo’s control;

• damage from fire, power loss, natural disasters, severe weather events and other force majeure events outside DocGo’s control;

• communications failures;

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In addition, DocGo may not be able to continue to maintain adequate insurance coverage at an acceptable cost, if at all.

DocGo’s ability to rely on these services of third-party vendors, including AWS, could be impaired as a result of the failure of such providers to comply with applicable laws, regulations and contractual covenants, or as a result of events affecting such providers, such as power loss, telecommunication failures, software or hardware errors, computer viruses, cyber incidents and similar disruptive problems, fire, flood and natural disasters.

Any such failure or event could adversely affect DocGo’s relationships with its clients and damage its reputation.

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DocGo’s proprietary software may not operate properly, which could damage DocGo’s reputation, give rise to claims against DocGo or divert application of DocGo’s resources from other purposes, any of which could harm DocGo’s business, financial condition and results of operations.

DocGo’s platform provides consumers the ability to, among other things, register for DocGo’s services;

DocGo’s suite of proprietary applications provides patients and healthcare workers the ability to, among other things, register for DocGo’s services;

complete, view and edit medical history;

request a visit (either scheduled or on demand);

and conduct a visit (via video or phone).

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties.

DocGo encounters technical obstacles from time to time, and it is possible that DocGo may discover additional problems that prevent its proprietary applications from operating properly or in accordance with its contractual obligations to its

If DocGo’s solution does not function reliably or fails to achieve client expectations in terms of performance, clients could assert claims against DocGo or attempt to cancel their contracts with DocGo.

request a home health visit or medical transportation;

and facilitate a requested service.

DocGo’s computer-aided dispatch system is also used to route, dispatch and report on home health and medical transportation services.

Proprietary software development is time-consuming,

expensive and complex, and may involve unforeseen difficulties.

Additionally, DocGo’s software relies on services provided by third parties that could experience unforeseen downtime from time to time.

If DocGo’s solutions do not function reliably or fail to achieve consumer or client expectations in terms of performance, consumers may choose to stop or reduce their use of our platform or clients could assert claims against DocGo or attempt to cancel their contracts with DocGo.

This could damage DocGo’s reputation, lead to a loss of revenues and impair its ability to attract or maintain clients.

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The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on DocGo’s financial condition and results of operations.

DocGo invested in and implemented upgraded information systems and processes in 2023.

DocGo continued to invest in and implement upgraded information systems and processes in 2024.

While DocGo expects these investments to provide incremental advantages, DocGo cannot assure you that all enhancements will be completed in a timely manner and DocGo’s budget or that such enhancements will be sufficient to meet the expectations of DocGo’s current and prospective customers.

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DocGo uses third-party software internally as well, including for communication purposes.

If these third parties cease to provide access to the software that DocGo uses, the software is not

available on terms that DocGo believes to be reasonable, or the software is not available in the most current version, DocGo may be required to seek comparable software from other sources, which may be more expensive or inferior, or may not be available at all.

If these third parties cease to provide access to the software that DocGo uses, the software is not available on terms that DocGo believes to be reasonable, or the software is not available in the most current version, DocGo may be required to seek comparable software from other sources, which may be more expensive or inferior, or may not be available at all.

Some of DocGo’s technology partners may also take actions that disrupt the utility of the software to DocGo or the interoperability of DocGo’s platform with its own products or services, or exert strong business influence on DocGo’s ability to operate and distribute its platform or the terms on which it does so.

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Various other factors may also cause system failures, including power outages, catastrophic events, inadequate or ineffective redundancy, issues with upgrading or creating new systems or platforms, flaws in third-party software or services, errors or intentional acts by DocGo’s employees or third-party service providers, breaches in the security of these systems or platforms or other cybersecurity incidents.

These and other issues can create system disruptions, shutdowns or unauthorized access to, or disclosure, exfiltration, manipulation, corruption, loss or modifications of, such sensitive data or information, including PHI or PII.

These and other issues can create system

disruptions, shutdowns or unauthorized access to, or disclosure, exfiltration, manipulation, corruption, loss or modifications of, such sensitive data or information, including PHI or PII.

For example, during 2024 DocGo identified and publicly disclosed a cybersecurity incident involving a threat actor.

While DocGo’s systems and procedures repelled the threat actor and prevented a material incident, a limited number of healthcare records, including certain protected health information, of the Company’s U.S.-based ambulance transportation business were accessed and acquired by the threat actor.

DocGo also utilizes third-party service providers for important aspects of the collection, storage, processing and transmission of this sensitive information and therefore is dependent on these third parties to similarly manage cybersecurity risks.

services, including those provided or facilitated by DocGo’s third-party service providers, are important to DocGo’s operations and business strategy.

Because of the sensitivity of PHI, other PII and other sensitive information that DocGo and its service providers collect, store, transmit, and otherwise process, the security of DocGo’s technology platform and other aspects of its services, including those provided or facilitated by DocGo’s third-party service providers, are important to DocGo’s operations and business strategy.

DocGo takes certain administrative, physical and technological safeguards to address these risks, such as requiring contractors and other third-party service providers who handle this PHI, other PII and other sensitive information to enter into agreements that contractually obligate them to use reasonable efforts to safeguard such information.

DocGo attained ISO 27001 certification for its subsidiary Dara Technologies, LLC (“Dara”) in November 2021 and is also in the process of upgrading the entire Company’s systems to be Service Organization Controls (“SOC”) 2 compliant.

DocGo attained ISO 27001 certification for its subsidiary Dara Technologies, LLC (“Dara”) in November 2021 and the entire Company’s systems were certified as Service Organization Controls (“SOC”) 2 Type I compliant in October 2024.

DocGo is also in the process of preparing for a SOC 2 Type II audit.

Measures taken to protect DocGo’s systems, those of its contractors or third-party service providers, or the PHI, other PII, or other sensitive information DocGo or its contractors or third-party service providers process or maintain, may not adequately protect DocGo from the risks associated with the collection, storage, processing and transmission of such sensitive information.

Additionally, updates or upgrades to systems, including those currently underway with respect to SOC 2 compliance, are time-consuming and costly, may not be effective in preventing data breaches or operate as designed and could create new inefficiencies or vulnerabilities.

Additionally, updates or upgrades to systems, including those currently underway with respect to SOC 2 Type II compliance, are time-consuming and costly, may not be effective in preventing data breaches or operate as designed and could create new inefficiencies or vulnerabilities.

DocGo may also be required to expend significant capital and other resources to address problems caused by security breaches or other cybersecurity incidents.

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As a result, DocGo’s revenue may decline and its business, financial condition and results of operations may be adversely affected.

A security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, patient information, including PHI, other PII or other sensitive information that DocGo or its contractors or third-party service providers maintain or otherwise process, could harm DocGo’s reputation;

compel it to comply with breach notification laws;

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collect, process, and prepare company financial information;

and provide information about DocGo’s current and future services.

and provide information about DocGo’s current

and future services.

Any such cybersecurity incident could also compromise DocGo’s trade secrets and other proprietary information, which could adversely affect DocGo’s business and competitive position.

While DocGo maintains insurance covering certain data security and privacy damages and claim expenses, such insurance coverage may not be sufficient to compensate for all costs and liabilities, and even if covered, it would not address the reputational damage that could result from a security incident.

As of the date of this filing, DocGo has not been materially impacted by any security breaches to its technology platform, including its on-site systems, managed data center systems and cloud-based computing center systems.

As of the date of this filing, we do not believe that DocGo has been materially impacted by any security breaches to its technology platform, including its on-site systems, managed data center systems and cloud-based computing center systems.

However, there can be no assurance that we, or our third-party business partners or service providers, will not experience a cybersecurity threat or incident in the future that could materially adversely affect our business strategy, results of operations, or financial condition.

The use of artificial intelligence (“AI”) in DocGo’s operations poses inherent risks and could adversely affect DocGo’s business.

DocGo currently uses certain third-party AI enhancements in its platform, and DocGo is also exploring the possibility of incorporating additional AI systems in its operations in the future with the intent to enhance efficiency and effectiveness.

Flaws, breaches or malfunctions in these systems could lead to operational disruptions, data loss or erroneous decision-making, impacting DocGo’s operations, financial condition and reputation.

Using and investing in AI while the technology is still developing also exposes DocGo to additional risks.

The legal and regulatory landscape and industry standards surrounding AI technologies is rapidly evolving and remains uncertain, and compliance or legal challenges may impose operational costs and may limit DocGo’s ability to develop, deploy or use AI technologies.

Furthermore, the deployment of AI systems could expose DocGo to increased cybersecurity threats, such as data breaches and unauthorized access leading to financial losses, legal liabilities, and reputational damage.

DocGo also faces competitive risks if it fails to adopt AI or other machine-learning technologies in a timely manner.

Risks Related to DocGo’s Operations

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The loss of a member of senior management requires the remaining executive officers and the Board of Directors of DocGo (the “Board”) to divert immediate and substantial attention to seeking a replacement.

The inability to fill vacancies in DocGo’s key personnel positions, including executive positions, on a timely basis could adversely affect its ability to implement its business strategy, which would negatively impact its results of operations.

The inability to fill vacancies in DocGo’s key personnel positions, including executive positions, on a timely basis or successfully manage leadership transitions could adversely affect its ability to implement its business strategy, which would negatively impact its results of operations.

DocGo’s labor costs are significant and any inability to control those costs could adversely affect its business.

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Any union activity that may occur within DocGo’s workforce in the future could contribute to increased labor costs.

Certain proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election procedures could increase the likelihood of employee unionization attempts.

Certain proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election

procedures could increase the likelihood of employee unionization attempts.

Although none of DocGo’s employees are currently represented by a collective bargaining agreement, to the extent a significant portion of its employee base unionizes, it is possible DocGo’s labor costs could increase materially.

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Moreover, DocGo’s customers, including the healthcare providers with which it partners, have increasingly demanded a greater degree of specialized skills, training and experience in the healthcare professionals providing services under their contracts, which also decreases the number of healthcare professionals who may be qualified to staff certain of DocGo’s contracts.

DocGo competes with other companies to recruit and retain these qualified healthcare professionals, including DocGo’s direct competitors, government

and private emergency and first responders as well as healthcare providers, including DocGo’s partners and customers.

DocGo competes with other companies to recruit and retain these qualified healthcare professionals, including DocGo’s direct competitors, government and private emergency and first responders as well as healthcare providers, including DocGo’s partners and customers.

Competition to fill these positions can be even greater in certain geographic regions, including more rural or economically depressed areas.

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DocGo ultimately bills a number of different payors, including private insurance, Medicare and Medicaid, the healthcare provider or facility and self-pay patients.

These different payors typically have different billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or incorrect or incomplete information could result in delays or partial or complete non-payment for the services DocGo has rendered.

These different payors typically have different billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or

incorrect or incomplete information could result in delays or partial or complete non-payment for the services DocGo has rendered.

Changes in payor mix, particularly those that increase the percentage of patients covered by lower paying government programs as compared to private insurance or that increase the percentage of self-pay patients, can reduce the amount DocGo receives for its services and adversely affect DocGo’s ability to collect on its receivables.

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DocGo must accurately assess the costs it will incur in providing its services in order to realize adequate profit margins and otherwise meet its financial and strategic objectives, particularly with respect to the expansion of its mobile health business.

However, increasing pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase, in particular due to labor shortages and other factors, make it more difficult to assess the costs associated with the pricing of new contracts, maintenance of existing contracts

and pricing new services that DocGo has not previously offered.

Starting new contracts and service offerings has typically resulted in a temporary negative impact to cash flow as DocGo absorbed various expenses before it was able to bill and collect revenue associated with the new contracts or services.

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If DocGo is unable to enhance its offerings and network capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently, or more securely than DocGo’s offerings, its business, financial condition and results of operations could be adversely affected.

DocGo’s success will also depend on the availability of its mobile apps in app stores and in “super-app” environments, and the creations, maintenance and development of relationships with key participants in related industries, some of which may also be DocGo’s competitors.

some of which may also be DocGo’s competitors.

In addition, if accessibility of various apps is limited by government actions, the full functionality of devices may not be available to its members.

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DocGo’s capital expenditure requirements primarily relate to maintaining, growing and upgrading its vehicle fleet and medical equipment to serve its customers and remain competitive.

The aging of DocGo’s ambulance fleet requires DocGo to make regular capital expenditures, including to lease newer replacement ambulances to maintain its current level of service.

The aging of DocGo’s ambulance fleet requires

DocGo to make regular capital expenditures, including to lease newer replacement ambulances to maintain its current level of service.

DocGo’s net capital expenditures totaled $3.6 million, $6.8 million and $3.2 million in the years ended December 31, 2024, 2023 and 2022, respectively, representing acquisitions of property and equipment, less the proceeds from disposals of property and equipment.

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If DocGo is unable to fund any such investment, due to macroeconomic factors such as rising inflation, lack of access to the capital markets, rising interest rates or otherwise, or otherwise fails to invest in new ambulances, medical equipment or other infrastructure, its business, financial condition or results of operations could be materially and adversely affected.

DocGo’s international operations subject it to additional risks that could adversely affect its business.

DocGo currently provides healthcare transportation services in the United Kingdom and may further expand its operations and services internationally.

DocGo’s international operations in the United Kingdom subject it to additional risks that could adversely affect its business.

DocGo currently provides healthcare transportation services, onsite medical services and event medical services in the United Kingdom and may further expand its operations and services internationally.

In addition to the risks discussed elsewhere herein that are common to DocGo’s operations more generally, DocGo faces additional risks specific to its U.K.

operations, including but not limited to:

• geopolitical, social, macroeconomic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts, such as the war in Ukraine, conflict in Israel and rising tensions in the Taiwan Strait;

• geopolitical, social, macroeconomic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts, such as the war in Ukraine, conflict in the Middle East and rising tensions in the Taiwan Strait;

pandemics and endemics;

and an inflationary environment, rising interest rates and recessionary fears;

and the inflationary environment, the interest rate environment, and recessionary fears;

• difficulties and increased costs in developing, staffing and simultaneously managing foreign operations, including as a result of distance, cultural differences and labor shortages and expenses;

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• fluctuations in currency exchange rates;

• costs and challenges associated with complying with varying legal and regulatory environments in the U.K., including privacy laws such as the U.K.

• costs and challenges associated with complying with varying legal and regulatory environments in the United Kingdom, including privacy laws such as the U.K.

General Data Protection Regulation and tax laws;

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• potential for privatization and other confiscatory actions;

• other dynamics in the U.K., any of which could result in substantial additional legal or compliance costs, liabilities or obligations for DocGo or could require it to significantly modify its current business practices or even exit the market.

• other dynamics in the United Kingdom, any of which could result in substantial additional legal or compliance costs, liabilities or obligations for DocGo or could require it to significantly modify its current business practices or even exit the market.

Foreign operations bring increased complexity, and the costs of managing or overseeing foreign operations, including adapting and localizing services or systems to specific regions and countries, can be material.

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DocGo and its customers depend on the ability of its business to run smoothly, including the ability of its fleet of ambulances, which are often needed in times of emergency, to transport patients.

Any material disruption caused by natural disasters, including, fires, floods, hurricanes, volcanoes and earthquakes (in each case, including due to climate change or otherwise);

power loss or shortages;

Any material disruption caused by natural disasters or severe weather events, including, fires, floods, hurricanes, volcanoes and earthquakes and other catastrophic events (in each case, including due to climate change or otherwise and/or that may increase due to climate change);

loss or shortages;

environmental disasters;

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cybersecurity incidents;

and other actions by third parties and other similar disruptions could cause DocGo to lose critical data and services and otherwise adversely affect DocGo’s ability to conduct business.

and other actions by third parties and other similar disruptions could cause DocGo to lose critical data and services and otherwise adversely affect the ability of DocGo or its customers or suppliers to conduct business.

Even with disaster recovery arrangements, DocGo’s services could be interrupted and DocGo’s insurance coverage may not compensate it for losses that may occur in the wake of such events.

If any disruption results in the destruction of some or all of DocGo’s fleet, causes significant disruption to DocGo’s business, contributes to a general decrease in local, regional or global macroeconomic activity or otherwise impairs DocGo’s ability to meet customer demands, or if DocGo is not able to develop or execute on an adequate recovery plan in such circumstances, DocGo’s business, financial condition and results of operations could be materially adversely affected.

If any disruption results in the destruction of some or all of DocGo’s fleet, causes significant disruption to DocGo’s business or the businesses of its customers or suppliers, contributes to a general decrease in local, regional or global macroeconomic activity or otherwise impairs DocGo’s ability to meet customer demands, or if DocGo is not able to develop or execute on an adequate recovery plan in such circumstances, DocGo’s business, financial condition and results of operations could be materially adversely affected.

We may be subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impact of our business, which have the potential to disrupt our business or otherwise adversely impact our business, financial conditions or results of operations.

We may be subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business.

For example, various regulators have adopted or are considering adopting requirements to provide significantly expanded climate-related disclosures.

While certain of these requirements have been challenged in litigation or reversed, or may be reversed in the future, if enforced we anticipate we will be required to incur additional costs related to compliance and impose increased oversight obligations on our management and Board.

There is also a rapidly evolving awareness and focus from stakeholders with respect to environmental practices.

Global and domestic policy developments or the failure to adequately meet evolving market expectations related to climate change have the potential to disrupt our business and the business of our customers and/or suppliers, or otherwise adversely impact our business, financial condition or results of operations.

Rising inflation may negatively impact DocGo’s business and financial results.

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This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services.

Though the inflation rate declined to 4.1% for the full year 2023 from 8.0% in 2022, it remains above historical averages.

The increased inflation rate has had an impact on DocGo’s expenses in several areas, including wages, fuel and medical and other supplies.

However, the inflation rate declined throughout most of 2024, and the inflation rate declined to 2.9% for the full year 2024 from 4.1% in 2023 and 8.0% in 2022.

The increased inflation rate witnessed between 2021 and 2024 has had an impact on DocGo’s expenses in several areas, including wages, fuel and medical and other supplies.

This has had the effect of compressing gross profit margins, as DocGo is generally unable to pass these higher costs on to its customers, particularly in the short term.

In a continued attempt to dampen inflation, the U.S.

Federal Reserve implemented four interest rate hikes in 2023, raising its benchmark rate (the “federal funds rate”) to the current level of 5.25-5.50% as of the date of this Annual Report.

Looking into 2024, DocGo anticipates a continued moderation of the inflation rate as a result of the recent federal funds rate increases, with an annual rate similar to those witnessed in the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.

In addition, opportunities to mitigate the impact of inflation are limited, aside from potentially buying more medical supplies than are currently needed in an effort to reduce the volume of future purchases, in instances where supply prices are anticipated to rise.

As inflation has moderated, and in an attempt to stimulate economic growth, the U.S.

Federal Reserve implemented three interest rate cuts in 2024, lowering its benchmark rate (the “federal funds rate”) to the current level of 4.25-4.50% as of the date of this Annual Report.

Looking into 2025, DocGo anticipates that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 2024 and the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.

However, if inflation is above the levels that DocGo anticipates, gross margins could be below plan.

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As a result, DocGo’s business, operating results and cash flows may be adversely affected.

Given that the Company currently has $30,000,000 outstanding under its line of credit, which is subject to SOFR-based interest rates, any change in SOFR of one percentage point (100 basis points) would result in a change of $300,000 in interest expense.

While the Company does not hedge its interest rate risk, the prevailing interest rate is a primary factor in determining the level of debt the Company carries at any given time, and it is anticipated that if interest rates were to rise materially, that the Company would reduce the amounts that were outstanding under its line of credit.

Risks Related to DocGo’s Intellectual Property

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DocGo relies on a combination of copyrights, trademarks, service marks, trade secret laws and contractual restrictions to establish and protect its intellectual property and other proprietary rights.

DocGo also enters into confidentiality and invention assignment agreements with certain of its employees and consultants and enters into confidentiality agreements with certain of its third-party providers and strategic partners.

DocGo also enters into confidentiality and

invention assignment agreements with certain of its employees and consultants and enters into confidentiality agreements with certain of its third-party providers and strategic partners.

These laws, procedures and restrictions provide only limited protection, and any of DocGo’s intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.

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In addition, third parties have previously sent DocGo correspondence regarding various allegations of intellectual property infringement.

incorporates technology from third parties into its platform and, as such, it cannot be certain that these licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which DocGo may operate.

DocGo incorporates technology from third parties into its platform and, as such, it cannot be certain that these licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which DocGo may operate.

As DocGo gains an increasingly higher public profile, DocGo expects the possibility of these and other types of intellectual property rights claims against it will grow.

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Many potential litigants, including some of DocGo’s competitors and non-practicing entities, have the ability to dedicate substantial resources to assert their intellectual property rights.

Any claim of infringement by a third party, even those without merit, could be costly, time-consuming and a significant distraction to management.

Any claim of infringement by a third party, even

those without merit, could be costly, time-consuming and a significant distraction to management.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, DocGo could risk compromising its confidential information during this type of litigation.

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DocGo is subject to various federal, state, and local laws and regulations including the Employee Retirement Income Security Act of 1974 and regulations promulgated by the Internal Revenue Service (“IRS”), the U.S.

of Labor and OSHA.

Department of Labor and OSHA.

DocGo is also subject to a variety of federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the federal Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act and other regulations related to working conditions, wage-hour pay, overtime pay, family leave, employee benefits, antidiscrimination, termination of employment, safety standards and other workplace regulations.

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Changes to these laws and regulations can also increase costs and require DocGo to commit additional resources to comply with these laws.

For example, the raising of the federal minimum wage or the minimum wage within a state where DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C.

For example, the raising of the federal minimum

wage or the minimum wage within a state where DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C.

and other U.S.

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DocGo’s ability to utilize its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2023, 2022 and 2021, DocGo had aggregate federal net operating loss carryforwards of approximately $0, $35.3 million and $53.6 million, respectively.

As of December 31, 2024, 2023 and 2022, DocGo had aggregate federal net operating loss carryforwards of approximately $0, $0 and $35.3 million, respectively.

As of December 31, 2024, 2023 and 2022, the Company had state net operating loss carryforwards of approximately $36.9 million, $36.4 million and $2.6 million, respectively.

As of December 31, 2023, 2022 and 2021, DocGo had approximately $10.7 million, $1.5 million and $203 thousand respectively, of foreign net operating loss carryforwards.

The federal net operating loss carryforwards generated after December 31, 2017 (including by Ambulnz prior to the Business Combination) of approximately $35.3 million carry forward indefinitely, while the remaining federal net carryforwards of approximately $0 begin to expire in 2037.

As of December 31, 2024, 2023 and 2022, DocGo had approximately $24.3 million, $10.7 million and $1.5 million, respectively, of foreign net operating loss carryforwards.

The federal net operating loss carryforwards generated after December 31, 2017 (including by Ambulnz prior to the Business Combination) of approximately $35.3 million was fully utilized as of December 31, 2023.

State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2040.

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DocGo’s effective income tax rate could be adversely affected in the future by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, and the outcome of income tax audits in various jurisdictions around the world.

In particular, the Biden administration has proposed increases to the U.S.

corporate income tax rate from 21% to 28% and made other proposals.

If any of these (or similar) proposals are ultimately enacted into law, in whole or in part, they could have a negative impact on DocGo’s effective tax rate.

If increases to the U.S.

corporate income tax rate or similar proposals are enacted into law, they could have a negative impact on DocGo’s effective tax rate.

DocGo cannot predict the likelihood, timing or substance of U.S.

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In August 2022, the Inflation Reduction Act of 2022 was enacted, which, among other things, includes a new 15% alternative minimum tax on the adjusted financial statement income of certain large corporations for tax years beginning after December 31, 2022.

President Biden has also provided informal guidance on tax law changes he may support.

Among other things, proposed changes would raise the rate on both domestic and foreign income.

If any of these proposals are ultimately enacted into legislation, they could materially impact DocGo’s tax provision, cash tax liability and effective tax rate.

If other proposals, such as an increase of the income tax rate on domestic and/or foreign income, are enacted into legislation, they could materially impact DocGo’s tax provision, cash tax liability and effective tax rate.

Changes in accounting rules, assumptions or judgments could materially and adversely affect DocGo.

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DocGo’s internal control over financial reporting may not be effective, and its independent registered public accounting firm may not be able to certify as to their effectiveness, which could adversely affect DocGo’s business.

As a public company, DocGo has significant requirements for enhanced financial reporting and internal controls, including the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act’), which require management to certify financial and other information in its quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting.

As a public company, DocGo has significant requirements for enhanced financial reporting and internal controls, including the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in its quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting.

DocGo has made, and will continue to make, changes to its internal controls and procedures for financial reporting and accounting systems to meet its reporting obligations as a public company.

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The measures DocGo takes may not be sufficient to satisfy its obligations as a public company, and if DocGo is unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause DocGo to fail to meet its reporting obligations on a timely basis, result in material misstatements in its Consolidated Financial Statements and harm its results of operations.

As of December 31, 2023, DocGo is no longer an emerging growth company, and, as a result, its independent registered public accounting firm is required to formally attest to the effectiveness of its internal control over financial reporting pursuant to Section 404 and may issue a report that is adverse in the event that it is not satisfied with the level at which DocGo’s controls are documented, designed or operating, or it may not issue an unqualified report.

DocGo’s independent registered public accounting firm is required to formally attest to the effectiveness of its internal control over financial reporting pursuant to Section 404 and may issue a report that is adverse in the event that it is not satisfied with the level at which DocGo’s controls are documented, designed or operating, or it may not issue an unqualified report.

To comply with the requirements of being a public company, DocGo may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff.

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healthcare industry is heavily regulated and closely scrutinized by federal and state governments.

Comprehensive statutes and regulations govern the manner in which DocGo provides and bills for its services and collects

reimbursement from governmental programs and private payors, its relationship with its providers, vendors and clients, its marketing activities and other aspects of its operations.

Comprehensive statutes and regulations govern the manner in which DocGo provides and bills for its services and collects reimbursement from governmental programs and private payors, its relationship with its providers, vendors and clients, its marketing activities and other aspects of its operations.

Of particular importance are:

• the federal False Claims Act that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits;

• the federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

• the FCA that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid.

FCA liability can arise in other situations, such as when someone knowingly uses a false record material to a false claim or improperly avoids an obligation to pay the government.

Conspiring to commit any of these acts also is a violation of the FCA.

In addition to allowing the United States to pursue perpetrators of fraud on its own, the FCA allows private citizens to file suits on behalf of the government (called “qui tam” or “whistleblower” suits) against those who have defrauded the government;

• the federal CMPL, which prohibits, among other things, presenting fraudulent medical claims for reimbursement to federal healthcare programs;

violating the AKS by paying to induce referrals, or getting

paid for referrals of medical procedures covered by the federal healthcare programs;

and offering or transferring of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know such remuneration is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

• reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;

• a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments;

• federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

• the criminal healthcare fraud provisions of HIPAA that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

• a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to timely disclose or refund known overpayments;

• federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for items and services unless the items and services are medically reasonable and necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

• the criminal healthcare fraud provisions of HIPAA that prohibit knowingly and willfully executing, or attempting to execute, a scheme or artifice to defraud any healthcare benefit program, as well as knowingly or willfully making any materially false, fictitious, or fraudulent statement or representation or making or using any materially false document, known to be materially false, fictitious, or fraudulent in connection with the delivery of or payment for healthcare benefits, items or services.

HIPAA also imposes certain regulatory and contractual requirements regarding the privacy, security and transmission of PHI.

Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

• federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to provide professional healthcare services, to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs, as well as state insurance laws;

• the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.

Remuneration has been interpreted broadly to be anything of value, and could include compensation, discounts or free marketing services.

• the AKS that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.

Remuneration has been interpreted broadly to be anything of value, directly or indirectly, overtly or covertly, in cash or in kind, and could include compensation, discounts or free marketing services.

A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation.

In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

In addition, the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA;

• similar state law provisions pertaining to false claims, self-referral and anti-kickback issues, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers or services paid out-of-pocket by patients;

• the federal physician self-referral law under Section 1877 of the Social Security Act, commonly referred to as the Stark Law, that, unless one of the statutory or regulatory exceptions applies, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such designated health services.

Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and additional penalties under the federal False Claims Act noted below;

• state laws that prohibit general business corporations, such as DocGo, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians;

• the Federal Trade Commission Act and federal and state consumer protection, advertisement and unfair competition laws, which broadly regulate marketplace activities and activities that could potentially harm consumers;

• the FTC Act and federal and state consumer protection, advertisement and unfair competition laws, which broadly regulate marketplace activities and activities that could potentially harm consumers;

• laws that regulate debt collection practices.

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Any action against DocGo for violation of these laws or regulations, even if DocGo successfully defends against it, could cause DocGo to incur significant legal expenses, divert management’s attention from the operation of the business and result in adverse publicity.

Enforcement officials have a number of mechanisms to combat regulatory compliance, fraud and abuse, and if DocGo fails to comply with applicable laws and regulations, it could be liable for civil or criminal penalties, including fines, damages, recoupment of overpayments, loss of licenses needed to operate, loss of enrollment status and approvals necessary to participate in Medicare, Medicaid and other government and private third-party healthcare and payor programs, and exclusion from participation in Medicare, Medicaid and other government healthcare programs.

Enforcement officials have a number of mechanisms to ensure regulatory compliance and combat fraud and abuse, and if DocGo fails to comply with applicable laws and regulations, it could be liable for civil, criminal or administrative penalties, including fines, damages, recoupment of overpayments, loss of licenses needed to operate, loss of enrollment status and approvals necessary to participate in Medicare, Medicaid and other government and private third-party healthcare and payor programs, and exclusion from participation in Medicare, Medicaid and other government healthcare programs.

Investors, officers and managing employees associated with entities found to have committed healthcare fraud may also be excluded from participation in government healthcare programs.

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Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement.

DocGo believes that its business operations materially comply with applicable healthcare laws and regulations.

DocGo has taken steps to operate in material compliance with applicable healthcare laws and regulations.

However, some of the healthcare laws and regulations applicable to DocGo are subject to limited or evolving interpretations, and a review of DocGo’s business or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.

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HIPAA establishes a set of national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as “covered entities,” and the business associates with whom such covered entities contract for services.

HIPAA requires covered entities such as DocGo and their business associates to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and

technical safeguards to protect this information.

HIPAA requires covered entities, such as certain DocGo affiliates and their business associates to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect this information.

HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

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Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in these cases.

While HIPAA does not create a private right of action allowing individuals to sue DocGo in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

While HIPAA does not create a private right of action allowing individuals to sue DocGo in civil court for violations of HIPAA, its standards have been used as the basis to establish a duty of care in state civil suits , which can result in findings of negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of covered entities and business associates for compliance with the HIPAA privacy and security requirements.

HIPAA also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the fine paid by the violator under the Civil Monetary Penalties Law.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals.

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Changing DocGo’s processes could be time-consuming and expensive, and failure to implement required changes within the applicable timeframe could subject DocGo to liability for non-compliance.

Some states may afford private rights of action to individuals who believe their PII has been misused.

Some states may afford private rights of action to individuals who believe their PII and/or PHI has been misused.

This complex, dynamic legal landscape regarding privacy, data protection and information security creates significant compliance issues for DocGo and potentially restricts its ability to collect, use and disclose data and can expose it to additional expense, adverse publicity and liability.

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These initiatives or future initiatives could compromise DocGo’s ability to access and use data or to develop or market current or future services.

While DocGo has implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating to privacy and data protection, some PHI and other PII or confidential information is transmitted to or from DocGo by third parties, who may not implement adequate security and privacy measures, and it is possible that laws, rules and regulations relating to privacy, data protection or information security may be interpreted and applied in a manner that is inconsistent with DocGo’s practices or those of third parties who transmit PHI and other PII or confidential

information to DocGo.

Additionally, as a business associate under HIPAA, DocGo may also be liable for privacy and security breaches of PHI and certain similar failures of DocGo’s subcontractors.

Even though DocGo contractually requires its subcontractors to safeguard PHI as required by law, DocGo has limited control over their actions and practices.

If DocGo or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change its or their practices, or criminal charges, which could adversely affect DocGo’s business.

DocGo or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change its or their practices, or criminal charges, which could adversely affect DocGo’s business.

Complying with these various laws and regulations could cause DocGo to incur substantial costs or require it to change its business practices, systems and compliance procedures in a manner adverse to its business.

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If federal or state regulatory authorities or private litigants consider any portion of these statements to be untrue, DocGo may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims and complying with regulatory or court orders.

DocGo also sends short message service, or SMS, text messages to potential end users who are eligible to use its service through certain customers and partners.

While DocGo obtains consent from or on behalf of these individuals to send text messages, federal or state regulatory authorities or private litigants may claim that the notices and disclosures DocGo provides, form of consents it obtains or its SMS texting practices, are not adequate.

DocGo also sends short message service (“SMS”) text messages to potential end users who are eligible to use its service through certain customers and partners.

While DocGo obtains consent from or on behalf of these individuals to send text messages, federal or state regulatory authorities or private litigants may claim that the notices and disclosures DocGo provides, the form of consents it obtains or its SMS texting practices, are not adequate.

These SMS texting campaigns are potential sources of risk for class action lawsuits and liability for DocGo.

An increased number of class action suits under federal and state laws have been filed in the past year against companies who conduct SMS texting programs, which have resulted in or may result in multimillion-dollar settlements to the plaintiffs.

An increased number of class action suits under federal and state laws have been filed in recent years against companies who conduct SMS texting programs, which have resulted in or may result in multimillion-dollar settlements to the plaintiffs.

Any future such litigation against DocGo could be costly and time-consuming to defend.

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If DocGo does not effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding telehealth, DocGo’s business may be harmed.

The unpredictability of the healthcare regulatory landscape means that sudden changes in laws, rules, regulations and policy are possible.

The unpredictability of the healthcare regulatory landscape means that sudden changes in laws, rules, regulations and policy, or interpretations of the foregoing, are possible.

Federal, state and local legislative bodies frequently pass legislation and promulgate regulations that affect the healthcare industry.

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Similarly, changes in private payor reimbursements could lead to adverse changes in Medicare, Medicaid and other governmental healthcare programs.

As one example, the telehealth industry is still relatively young, and DocGo’s ability to provide its telehealth solutions is directly dependent upon the development and interpretation of the laws governing remote healthcare, the practice of medicine and healthcare delivery in the applicable jurisdictions and more broadly.

As one example, the telehealth industry is still relatively young and developing, and DocGo’s ability to provide its telehealth solutions is directly dependent upon the development and interpretation of the laws governing remote healthcare, the practice of medicine and healthcare delivery in the applicable jurisdictions and more broadly.

A few states have imposed different, and, in some cases, additional, standards regarding the provision of services via telehealth.

State medical boards have also established new rules or interpreted existing rules in their respective states in a manner that has limited the way telehealth services can be provided.

Although the Covid-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services and many of these relaxed policies were either made permanent or extended through December 31, 2024 (the “Extension”), it is uncertain how long some of the relaxed policies will remain in effect.

Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services and many of these relaxed policies were either made permanent or extended through March 31, 2025 (the “Extension”), it is uncertain how long some of the relaxed policies will remain in effect.

There can be no guarantee that upon expiration of the Extension such restrictions will not be reinstated or changed in a way that adversely affects DocGo’s current or future telehealth offerings.

Accordingly, DocGo must monitor its compliance with law in every jurisdiction in which it operates, on a regular basis.

While DocGo believes that it has structured its contracts and operations in material compliance with applicable

healthcare laws and regulations, the healthcare laws and regulations applicable to DocGo may be amended or interpreted in new or different ways that are adverse to DocGo, and new laws and regulations adverse to DocGo’s current or future business may be adopted in the future.

While DocGo has taken steps to structure its contracts and operations to comply with applicable healthcare laws and regulations, the healthcare laws and regulations applicable to DocGo may be amended or interpreted in new or different ways that are adverse to DocGo, and new laws and regulations adverse to DocGo’s current or future business may be

adopted in the future.

There can be no assurance that DocGo will be able to successfully address changes in the current regulatory environment or new laws and regulations that may be implemented in the future, or that practices which are compliant now will continue to be so in the future.

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DocGo must be properly enrolled in governmental healthcare programs before it can receive reimbursement for services, and there may be delays in the enrollment process.

Each time DocGo expands into a new market, whether organically or by way of acquisition, DocGo must enroll the new operations under DocGo’s applicable group identification number for Medicare and Medicaid programs and for certain managed care and private insurance programs before DocGo is eligible to receive reimbursement for services rendered to beneficiaries of those programs.

Each time DocGo expands into a new market, whether organically or by way of acquisition, to the extent a DocGo affiliated entity is a healthcare or ambulance provider (referred to herein as “DocGo” for simplicity purposes), it must enroll the new operations under DocGo’s applicable group identification number for Medicare and Medicaid programs before DocGo is eligible to receive reimbursement for services rendered to beneficiaries of those programs.

Similarly, DocGo must notify commercial and government managed care plans with which it participates of the new operation.

Some of these health plans may have to approve the new operation before DocGo is eligible to receive reimbursement for services rendered to their members.

The estimated time to receive approval for the enrollment is sometimes difficult to predict.

With respect to Medicare, providers can retrospectively bill Medicare for services provided 30 days prior to the effective date of the enrollment.

With respect to Medicare, providers can retroactively bill Medicare for services provided 30 days prior to the effective date of the enrollment.

In addition, the enrollment rules provide that the effective date of the enrollment will be the later of the date on which the enrollment application was filed and approved by the Medicare contractor, or the date on which the provider began providing services.

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If DocGo fails to provide sufficient documentation as required to maintain its enrollment, Medicare and Medicaid could deny continued future enrollment or revoke DocGo’s enrollment and billing privileges.

Similarly, health plans re-credential their participating providers every two to three years.

DocGo needs to stay current with these credentialing requirements.

Failure to do so could result in termination from a health plan’s network.

The requirements for enrollment, licensure, certification and accreditation may include notification or approval in the event of a transfer or change of ownership or certain other changes.

Other agencies or payors with which DocGo has contracts may have similar requirements, and some of these processes may be complex.

Other agencies or health plans with which DocGo has contracts may have similar requirements, and some of these processes may be complex.

Failure to provide required notifications or obtain necessary approvals may result in the delay or inability to complete an acquisition or transfer, loss of licensure, lapses in reimbursement or other penalties.

While DocGo makes reasonable efforts to substantially comply with these requirements, it cannot assure you that the agencies that administer these programs or have awarded DocGo contracts will not find that DocGo has failed to comply in some material respects.

While DocGo takes steps to substantially comply with these requirements, it cannot assure you that the agencies that administer these programs or have awarded DocGo contracts or health plans that have reimbursed DocGo will not find that DocGo has failed to comply in some material respects.

A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could have a material adverse effect on DocGo’s business, financial condition or results of operations.

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In addition, many private payors base their reimbursement rates on the published Medicare rates or are themselves reimbursed by Medicare for the services DocGo provides.

As a result, DocGo’s results of operations are, in part, dependent on government funding levels for Medicare programs and any changes that limit or reduce MA or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under programs, reductions in funding of programs, expansion of benefits without adequate funding or elimination of coverage for certain benefits or for certain individuals, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

benefits without adequate funding or elimination of coverage for certain benefits or for certain individuals, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

The Medicare program and its reimbursement rates and rules are subject to frequent change.

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These investigations relate to a wide variety of topics, including referral and billing practices.

For example, to enforce compliance with the federal laws, the U.S.

For example, to enforce compliance with federal laws, the U.S.

Department of Justice and the OIG have established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse.

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Further, DocGo periodically conducts internal reviews of its regulatory compliance.

DocGo has been the subject of investigations, audits and reviews and may in the future be subject to additional investigations, audits and reviews by the government and its agents, a third-party or DocGo itself.

Such investigations, audits and reviews could result in significant expense to DocGo in addition to adverse publicity and diversion of the management’s attention from DocGo’s business regardless of the outcome.

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These laws and regulations are enforced by both the courts and government agencies, each with broad discretion.

Courts, government agencies or other parties, including physicians, may assert that DocGo is engaged in the unlawful corporate practice of medicine.

Courts, government agencies or other parties, including physicians and third party payors, may assert that DocGo is engaged in the unlawful corporate practice of medicine.

While penalties for violations of the corporate practice of medicine vary from state to state, as a result of such allegations, DocGo could be subject to civil and criminal penalties, its contracts could be found legally invalid and unenforceable, in whole or in part, or DocGo could be required to restructure its contractual arrangements entirely.

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Any failure to comply with these laws and regulations regarding the corporate practice of medicine and the consequences of such non-compliance could have a material adverse impact on DocGo’s business, financial condition and results of operations.

DocGo believes its business is structured to comply with the applicable regulations governing fee-splitting and the corporate practice of medicine in the states where it generates revenue;

DocGo has taken steps to operate its business in compliance with the applicable regulations governing fee-splitting and the corporate practice of medicine in the states where it generates revenue;

however, in many cases and as noted above, these laws and regulations applicable to DocGo are subject to limited or evolving interpretations, and there can be no assurances that a review of DocGo’s business or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.

Risks Related to DocGo’s Indebtedness

DocGo’s future indebtedness could require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available for other general corporate purposes and other business opportunities, which could adversely affect DocGo’s operating performance, growth, profitability and financial

condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy all of its obligations under its indebtedness.

DocGo’s indebtedness could require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available for other general corporate purposes and other business opportunities, which

could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy all of its obligations under its indebtedness.

As of December 31, 2024, DocGo had $30 million outstanding under a credit agreement, dated as of November 1, 2022, among DocGo, Citibank, N.A., as administrative agent (the “Agent”), and the other parties thereto (the “Credit Agreement”).

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The borrowings under the Revolving Facility were used for general corporate purposes, including the funding of working capital needs.

DocGo repaid all amounts outstanding under the Revolving Facility in February 2024, and no amounts are outstanding under the Revolving Facility as of the date of this Annual Report.

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

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DocGo is also required to pay a commitment fee to the lenders under the Revolving Facility in respect of any unutilized commitments thereunder.

Any future borrowings under the Credit Agreement or similar future arrangements could require that DocGo dedicate a portion of its cash flows to debt service payments.

As a result, any such future indebtedness could reduce the funds that would otherwise be available for operations and future business opportunities, and payments of such debt obligations could limit DocGo’s ability to:

DocGo’s borrowings under the Credit Agreement or similar future arrangements could require that DocGo dedicate a portion of its cash flows to debt service payments.

As a result, any such indebtedness could reduce the funds that would otherwise be available for operations and future business opportunities, and payments of such debt obligations could limit DocGo’s ability to:

• obtain additional financing, if necessary, for working capital and operations, or such financing may not be available on favorable terms;

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• react to competitive pressures or compete with competitors with less debt.

These limitations could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which would make it more difficult for it to generate cash flow sufficient to satisfy its obligations under its future indebtedness.

DocGo’s ability to make scheduled payments on its future debt obligations also depends on its then-current financial condition, results of operations and capital resources, which are subject to, among other things:

These limitations could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which would make it more difficult for it to generate sufficient cash flow to satisfy its obligations under its indebtedness.

DocGo’s ability to make scheduled payments on its debt obligations also depends on its then-current financial condition, results of operations and capital resources, which are subject to, among other things:

the business, financial, economic, industry, competitive, regulatory and other factors discussed in these risk factors, and on other factors, some of which are beyond its control, including:

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its ability to borrow funds and access capital markets;

and restrictions on debt service payments and its ability to make working capital borrowings for future debt service payments contained in the Credit Agreement.

If DocGo is unable to generate sufficient cash flow to permit it to meet its future debt obligations under the Credit Agreement or any future arrangements, then it would be in default and, in the case of the Credit Agreement, the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.

and restrictions on debt service payments and its ability to make working capital borrowings for debt service payments contained in the Credit Agreement.

If DocGo is unable to generate sufficient cash flow to permit it to meet its debt obligations under the Credit Agreement or any future arrangements, then it would be in default and, in the case of the Credit Agreement, the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.

If its indebtedness were to be accelerated, there can be no assurance that DocGo would have, or be able to obtain, sufficient funds to repay such indebtedness in full.

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Although the Credit Agreement contains certain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.

These restrictions also would not prevent DocGo from incurring obligations that do not constitute indebtedness, and additionally it has its

borrowing capacity under the Revolving Facility, which as of December 31, 2023, had $25 million outstanding and an available borrowing capacity of approximately $65 million (which is subject to customary borrowing conditions).

In February 2024, DocGo repaid all amounts outstanding under the Revolving Facility, and no amounts are outstanding under the Revolving Facility as of the date of this Annual Report.

These restrictions also would not prevent DocGo from incurring obligations that do not constitute indebtedness, and additionally it has its borrowing capacity under the Revolving Facility, which as of December 31, 2024, had $30 million outstanding and an

available borrowing capacity of approximately $60 million (which is subject to customary borrowing conditions).

DocGo may be able to increase the commitments under the Revolving Facility by an additional aggregate principal amount of up to $50 million.

DocGo’s future debt levels could further exacerbate the related risks to DocGo’s financial condition that it now faces.

If DocGo is unable to generate sufficient cash to service its future indebtedness, it may be forced to take other actions to fund the satisfaction of its obligations under its future indebtedness, which may not be successful.

If DocGo’s cash flow is insufficient to fund its future debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance its future indebtedness.

DocGo may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow DocGo to meet its future debt service obligations.

If DocGo is unable to generate sufficient cash to service its indebtedness, it may be forced to take other actions to fund the satisfaction of its obligations under its indebtedness, which may not be successful.

If DocGo’s cash flow is insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance its indebtedness.

Even if new financing were available, it may be on terms that are less attractive to DocGo than its then-existing indebtedness or it may not be on terms that are acceptable to DocGo.

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Thus, DocGo may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

If DocGo cannot generate sufficient cash flow to permit it to meet future payment requirements on its debt, then, under the Credit Agreement, it would be in default and the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.

If DocGo’s future indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such future indebtedness in full.

If DocGo cannot generate sufficient cash flow to permit it to meet payment requirements on its debt, then, under the Credit Agreement, it would be in default and the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.

If DocGo’s future indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such indebtedness in full.

In addition, in the case of the Credit Agreement, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights, and DocGo could be forced into bankruptcy or liquidation.

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If DocGo’s then-existing indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such indebtedness in full.

In addition, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary

guarantors and exercise other customary secured creditor rights, and DocGo could be forced into bankruptcy or liquidation.

In addition, in the event of a default, the Agent could seek foreclosure of the Agent’s lien on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights, and DocGo could be forced into bankruptcy or liquidation.

Any future debt arrangements that DocGo may enter into could also impose similar restrictions.

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Because there are no current plans to pay cash dividends on Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.

DocGo intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future.

DocGo has retained earnings in the past and intends to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay any cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on shares of Common Stock will be at the sole discretion of the Board.

The Board may take into account general and economic conditions, DocGo’s financial condition and results of operations, DocGo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by DocGo to its stockholders or by its subsidiaries to it and such other factors as the Board may deem

In addition, DocGo’s ability to pay dividends is limited by covenants of DocGo’s existing and outstanding indebtedness and may be limited by covenants of any future indebtedness DocGo incurs.

In addition, DocGo’s ability to pay dividends is limited by covenants of DocGo’s existing and outstanding indebtedness and may be limited by covenants of any future indebtedness

DocGo incurs.

As a result, you may not receive any return on an investment in Common Stock unless you sell Common Stock for a price greater than that which you paid for it.

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• speculation in the press or investment community;

• actions and investment positions taken by institutional investors and other stockholders;

• attacks by short sellers or substantial short interest in Common Stock;

• negative publicity regarding DocGo’s business;

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international currency fluctuations;

corruption political instability, including the conflicts in Ukraine and Israel and rising tensions in the Taiwan Strait;

corruption or political instability, including the conflicts in Ukraine and the Middle East and rising tensions in the Taiwan Strait;

and acts of war or terrorism.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors