What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-07 · 452 added, 537 removed, 759 unchanged (57% of the section changed)

Financial Statements

Condensed Consolidated Balance Sheets as of Sep tember 30 , 2024 (Unaudited) and December 31, 2023

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023

Condensed Consolidated Balance Sheets as of March 31 , 202 5 (Unaudited) and December 31, 20 24

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three Months Ended March 31 , 202 5 and 20 24

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31 , 202 5 and 202 4

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 5 and 202 4

Notes to Unaudited Condensed Consolidated Financial Statements

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

2025 December 31,

2 unchanged sentences

Cash and cash equivalents $ 79,007,535 $ 89,241,695

Accounts receivable, net of allowance for credit loss of $ 6,455,874 and $ 6,276,454 as of September 30, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowance for credit loss of $ 5,782,232 and $ 5,873,942 as of March 31, 2025 and December 31, 2024, respectively

178,755,898 210,899,926

7 unchanged sentences

Finance lease right-of-use assets 17,159,190 15,337,299

Equity method investments 634,100 553,573

Investments 5,507,281 5,547,979

Deferred tax assets 12,349,462 8,422,034

19 unchanged sentences

Common stock ($ 0.0001 par value;

500,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

101,980,995 and 104,055,168 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)

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

100,183,888 and 101,910,883 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)

10,018 10,191

Additional paid-in-capital 318,417,191 321,087,583

Retained earnings (accumulated deficit) 1,860,643 ( 21,394,310 )

Accumulated deficit ( 10,807,482 ) ( 1,402,167 )

Accumulated other comprehensive income 1,717,407 1,221,869

6 unchanged sentences

and Subsidiaries

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Revenues, net $ 96,033,055 $ 192,087,529

7 unchanged sentences

Total expenses 110,030,493 176,212,162

Income from operations 10,137,397 8,707,955 36,161,913 3,381,322

Other income (expense):

Interest (expense) income, net ( 505,085 ) 346,376 ( 1,387,743 ) 1,677,420

(Loss) income from operations ( 13,997,438 ) 15,875,367

Other expense:

Interest expense, net ( 426,284 ) ( 369,008 )

Change in fair value of contingent liability — 6,446

Loss on equity method investments ( 40,698 ) ( 83,167 )

(Loss) gain on remeasurement of operating and finance leases ( 6,163 ) 4,834 ( 32,052 ) 4,834

(Loss) gain on disposal of fixed assets ( 28,681 ) ( 9,983 ) 36,717 ( 163,452 )

Other income (expense) ( 435,825 ) 43,353 146,058 ( 661,825 )

Total other income (expense) ( 1,103,016 ) 449,051 ( 1,837,655 ) 715,589

Net income before income tax provision 9,034,381 9,157,006 34,324,258 4,096,911

Provision for income taxes ( 4,488,828 ) ( 4,526,767 ) ( 13,316,752 ) ( 2,041,843 )

Net income 4,545,553 4,630,239 21,007,506 2,055,068

Net (loss) income attributable to noncontrolling interests ( 952,348 ) ( 134,682 ) ( 2,247,447 ) 2,767,084

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

Loss on remeasurement of operating and finance leases ( 40,837 ) ( 4,697 )

Gain on disposal of fixed assets 15,139 52,835

Other (expense) income ( 312,869 ) 244,607

Total other expense ( 805,549 ) ( 152,984 )

Net (loss) income before income tax (expense) benefit ( 14,802,987 ) 15,722,383

Benefit from (provision for) income taxes 3,723,687 ( 5,119,004 )

Net (loss) income ( 11,079,300 ) 10,603,379

Net loss attributable to noncontrolling interests ( 1,673,985 ) ( 624,070 )

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

and Subsidiaries ( 9,405,315 ) 11,227,449

Other comprehensive income

Other comprehensive income (loss)

Foreign currency translation adjustment 495,538 ( 140,134 )

Total comprehensive income (loss) $ 6,432,675 $ 4,182,450 $ 24,083,566 $ ( 645,051 )

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

Total comprehensive (loss) income $ ( 8,909,777 ) $ 11,087,315

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

and Subsidiaries - Basic $ ( 0.09 ) $ 0.11

Weighted-average shares outstanding - Basic 101,594,579 103,818,362

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

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

and Subsidiaries - Diluted $ ( 0.09 ) $ 0.10

4 unchanged sentences

Common Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Capital Accumulated Deficit Accumulated

Comprehensive

4 unchanged sentences

Balance - December 31, 2023 104,055,168 $ 10,406 $ 320,693,866 $ ( 21,394,310 ) $ 1,484,905 $ 4,376,089 $ 305,170,956

Exercise of stock options 96,101 10 249,705 — — — 249,715

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

Stock-based compensation 424,911 42 8,181,549 — — — 8,181,591

Health liquidation — — — 70,284 — — 70,284

Net loss attributable to noncontrolling interests — — — — — ( 453,120 ) ( 453,120 )

Foreign currency translation — — — — 243,658 — 243,658

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 3,465,670 ) — — ( 3,465,670 )

Balance - March 31, 2023 102,932,174 $ 10,293 $ 310,049,864 $ ( 32,367,602 ) $ 984,864 $ 5,243,605 $ 283,921,024

Acquisition of CRMS 117,330 12 1,000,000 — — — 1,000,012

Acquisition of FMC NA 360,145 36 ( 1,432,963 ) 649,167 — ( 3,213,956 ) ( 3,997,716 )

Acquisition of Healthworx — — — — — ( 1,296,553 ) ( 1,296,553 )

Exercise of stock options 260,410 26 706,379 — — — 706,405

Stock based compensation, net of tax settled in shares 92,033 9 1,778,001 — — — 1,778,010

Net income attributable to noncontrolling interests — — — — — 3,354,886 3,354,886

Foreign currency translation — — — — 405,778 — 405,778

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 2,011,267 ) — — ( 2,011,267 )

Balance - June 30, 2023 103,762,092 $ 10,376 $ 312,101,281 $ ( 33,729,702 ) $ 1,390,642 $ 4,087,982 $ 283,860,579

Exercise of stock options 88,837 8 425,995 — — — 426,003

Cashless exercise of options 6,374 1 ( 1 ) — — — —

Common stock repurchased ( 1,255,614 ) ( 126 ) ( 4,877,433 ) — — — ( 4,877,559 )

Stock-based compensation 165,688 17 4,340,388 — — — 4,340,405

5 unchanged sentences

— — — 11,227,449 — — 11,227,449

Balance - September 30, 2023 103,874,539 $ 10,387 $ 315,745,338 $ ( 28,964,781 ) $ 808,171 $ 3,953,300 $ 291,552,415

Balance - March 31, 2024 102,961,495 $ 10,297 $ 320,135,875 $ ( 10,166,861 ) $ 1,344,771 $ 3,752,019 $ 315,076,101

Common Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Capital Accumulated Deficit Accumulated

Comprehensive

9 unchanged sentences

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

Net income attributable to stockholders of DocGo Inc.

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

1 unchanged sentence

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

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

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

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

Exercise of stock options 430 — 684 — — — 684

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

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

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

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — 6,529,603 — — 6,529,603

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

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

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

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

CRMS True-up Payment 578,350 58 1,814,287 — — — 1,814,345

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

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

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

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — 5,497,901 — — 5,497,901

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

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 21,007,506 $ 2,055,068

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

Net (loss) income $ ( 11,079,300 ) $ 10,603,379

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

Depreciation of property and equipment 1,220,806 1,431,308

1 unchanged sentence

Amortization of finance lease right-of-use assets 1,241,443 1,056,490

(Gain) loss on disposal of fixed assets ( 36,717 ) 163,452

Gain on disposal of fixed assets ( 15,139 ) ( 52,835 )

Deferred income tax ( 3,927,428 ) ( 55,776 )

2 unchanged sentences

Stock-based compensation 4,830,312 3,988,339

Loss (gain) on remeasurement of operating and finance leases 32,052 ( 4,834 )

Loss on liquidation of business — 70,284

Loss on remeasurement of operating and finance leases 40,837 4,697

Change in fair value of contingent consideration — ( 6,446 )

9 unchanged sentences

Acquisition of intangibles ( 712,711 ) ( 773,039 )

Acquisition of businesses — ( 20,203,464 )

Equity method investments ( 310,450 ) ( 150,510 )

Acquisition of a business ( 3,646,318 ) —

Proceeds from disposal of property and equipment 94,341 25,000

5 unchanged sentences

Due to seller — ( 3,862 )

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

Earnout payments on contingent liabilities ( 265,538 ) —

Dividends paid to noncontrolling interest ( 250,000 ) —

Proceeds from exercise of stock options 684 1,549,298

Payments for taxes related to shares withheld for employee taxes ( 1,200,977 ) ( 20,946 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 317,738 ( 103,059 )

Net increase (decrease) in cash and restricted cash 36,360,512 ( 96,853,136 )

Net decrease in cash and restricted cash ( 4,278,263 ) ( 13,324,123 )

Cash and restricted cash at beginning of period 107,337,307 72,217,986

3 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Supplemental disclosure of cash and non-cash transactions:

4 unchanged sentences

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

Fixed assets acquired in exchange for notes payable $ — $ 1,369,060

Supplemental non-cash investing and financing activities:

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

Acquisition of CRMS through issuance of stock $ — $ 1,000,000

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

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

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

Reconciliation of cash and restricted cash

10 unchanged sentences

to DocGo Inc.

As contemplated by the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation.

As a result of the Business Combination, Ambulnz became a wholly owned subsidiary of the Company and each share of Series A preferred stock of Ambulnz, no par value, Class A common stock of Ambulnz, no par value, and Class B common stock of Ambulnz, no par value, was cancelled and converted into the right to receive a portion of the merger consideration issuable as common stock of the Company, par value $ 0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

In connection with the Business Combination, the Company raised $ 158,000,000 of net proceeds.

This amount consisted of (i) $ 43,400,000 of cash held in the Company’s trust account established in connection with its initial public offering, net of the Company’s transaction costs and underwriters’ fees of $ 9,600,000 , and (ii) $ 114,600,000 of cash from the sale of shares of Common Stock to certain investors at a price of $ 10.00 per share in a private placement that closed concurrently with the Business Combination (the “PIPE Financing”), net of $ 10,400,000 in transaction costs in connection with the PIPE Financing.

These transaction costs consisted of banking, legal and other professional fees, which were recorded as a reduction to additional paid-in capital.

Pursuant to the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company.

Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company.

6 unchanged sentences

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

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

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

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

4 unchanged sentences

None of the Company’s revenues or cost of revenues are reported within the Corporate segment.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

4 unchanged sentences

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

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Consolidated Balance Sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S.

4 unchanged sentences

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

Certain amounts in the prior periods’ unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S.

GAAP (the “Reverse Recapitalization”).

Under this method of accounting, the Company was treated as the “acquired” company for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz stock for the net assets of the Company, accompanied by a recapitalization.

The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded.

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz.

The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio ( 645.1452 to 1) established in the Business Combination.

Further, Ambulnz was determined to be the accounting acquirer in the transaction, and as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) and was accounted for using the acquisition method of accounting.

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

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

For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

The Company holds variable interests in legal entities that contract with physicians and other health professionals that provide services on behalf of the Company.

These entities are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support.

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

The Company has the power and rights to control all activities of its VIEs and funds and absorbs all losses of its VIEs.

The Company has determined that it is the primary beneficiary of its VIEs and therefore appropriately consolidates its VIEs.

Net income (loss) for the Company’s VIEs was $( 67,785 ) and $( 103,378 ) for the three months ended September 30, 2024 and 2023, respectively, and $( 425,668 ) and $ 16,839 for the nine months ended September 30, 2024 and 2023, respectively.

Total assets amounted to $ 11,844,062 and $ 4,364,274 as of September 30, 2024 and December 31, 2023, respectively.

Total liabilities were $ 12,717,312 and $ 4,811,857 as of September 30, 2024 and December 31, 2023, respectively.

The Company’s VIEs’ total stockholders’ deficit was $ 873,250 and $ 447,583 as of September 30, 2024 and December 31, 2023, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has entered into management services agreements (“MSAs”) with professional corporations (“PCs”) that employ or contract with physicians and other health professionals in order to provide healthcare services to the public.

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

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

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

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

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

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

Nevertheless, the PCs cannot operate without the Company through the MSAs;

therefore the Company significantly impacts the economic performance of the PCs and funds and absorbs all losses of its VIEs.

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

Net loss for the Company’s VIEs was $ 1,711,511 and $ 275,905 for the three months ended March 31, 2025 and 2024, respectively.

Total assets amounted to $ 34,921,206 and $ 20,837,325 as of March 31, 2025 and December 31, 2024, respectively.

Total liabilities were $ 37,312,253 and $ 21,516,860 as of March 31, 2025 and December 31, 2024, respectively.

The Company’s VIEs’ total stockholders’ deficit was $ 2,391,046 and $ 679,535 as of March 31, 2025 and December 31, 2024, respectively.

Foreign Currency

The Company’s functional currency is the U.S.

The functional currency of the Company’s foreign operation is the British pound.

The functional currency of our foreign operation is the British pound.

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

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

The resulting unrealized cumulative translation adjustment for the three months ended September 30, 2024 and 2023 were $ 934,774 and $( 582,471 ), respectively, and $ 828,613 and $ 66,965 for the nine months ended September 30, 2024 and 2023, respectively.

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

The resulting unrealized cumulative translation adjustment for the three months ended March 31, 2025 and 2024 were $ 495,538 and $( 140,134 ), respectively.

Use of Estimates

2 unchanged sentences

and the reported amounts of expenses during the reporting period.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, contingent consideration, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

6 unchanged sentences

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

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

Concentration of Credit Risk and Off-Balance Sheet Risk

4 unchanged sentences

Major Customers

The Company had one customer that accounted for approximately 41 % of revenues and 34 % of net accounts receivable and another customer that accounted for 21 % of revenues and 44 % of net accounts receivable for the three months ended September 30, 2024.

The Company had one customer that accounted for approximately 36 % of revenues and 34 % of net accounts receivable and another customer that accounted for 31 % of revenues and 44 % of net accounts receivable for the nine months ended September 30, 2024.

The Company had one customer that accounted for approximately 33 % of revenues and 36 % of net accounts receivable and another customer that accounted for approximately 32 % of revenues and 28 % of accounts receivable for the three months ended September 30, 2023.

The Company had one customer that accounted for approximately 37 % of revenues and

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

28 % of net accounts receivable and another customer that accounted for approximately 17 % of revenues and 36 % of accounts receivables for the nine months ended September 30, 2023.

The Company had one vendor that accounted for approximatel y 19 % and 20 % of total cost for the three months ended September 30, 2024 and 2023, respectively.

The Company had one customer that accounted for approximately 47 % of revenues and 45 % of net accounts receivable for the three months ended March 31, 2025.

The Company had one customer that accounted for approximately 39 % of revenues and 34 % of net accounts receivable and another customer that accounted for approximately 32 % of revenues and 46 % of accounts receivable for the three months ended March 31, 2024.

The Company had one vendor that accounted for approximately 20 % and 18 % of total cost for the three months ended March 31, 2025 and 2024, respectively.

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

The Company had one vendor that accounted for approximately 18 % and 13 % of total cost for the nine months ended September 30, 2024 and 2023, respectively.

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

Reclassifications

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

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

Cash and Cash Equivalents

3 unchanged sentences

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

The Company had cash balances of approximate ly $ 5,064,084 and $ 3,699,793 with foreign financial institutions on September 30, 2024 and December 31, 2023, respectively.

The Company had cash balances of approximate ly $ 5,196,424 and $ 4,020,221 with foreign financial institutions on March 31, 2025 and December 31, 2024, respectively.

Restricted Cash

1 unchanged sentence

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

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

The Company is required to pledge or otherwise restrict a portion of cash and cash

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

equivalents as collateral for self-insurance exposures and a standby letter of credit as required by its insurance carrier (see Note 9).

The Company utilizes a combination of insurance and self-insurance programs, including a wholly owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability.

10 unchanged sentences

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

2 unchanged sentences

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

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2024 and December 31, 2023.

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

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

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

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

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

Contingent Consideration

In connection with the acquisition of Ryan Bros.

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

The Company recorded a change in fair value of contingent consideration in the amount of $ 33,453 and $( 159,974 ) for the three months ended September 30, 2024 and 2023, respectively, and $ 86,056 and $( 159,974 ) for the nine months ended September 30, 2024 and 2023, respectively.

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

The estimated contingent consideration amount payable for Ryan Brothers was $ 1,907,074 and $ 1,821,018 as of September 30, 2024 and December 31, 2023, respectively (see Note 4).

The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2025, but recorded a change in fair value of contingent consideration in the amount of $ 7,284 for the three

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

months ended March 31, 2024.

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

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

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

The Company recorded a change in fair value of contingent consideration in the amount of $ 11,067 and $( 13,763 ) for the three and nine months ended September 30, 2024, respectively.

The Company did no t record a change in fair value of contingent consideration for the three and nine months ended September 30, 2023.

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

The estimated contingent consideration amount payable for Exceptional was $ 265,538 and $ 279,301 as of September 30, 2024 and December 31, 2023, respectively (see Note 4).

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

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

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

The Company did no t record a change in fair value of contingent consideration for the three and nine months ended September 30, 2024 and 2023.

The Company made a payment of $ 600,029 during the nine months ended September 30, 2024.

The Company did no t record any foreign exchange movem ent for the three months ended September 30, 2024, but recorded a foreign exchange movement of $( 90,834 ) for the three months ended September 30, 2023.

The Company recorded foreign exchange movements of $( 4,798 ) and $ 20,730 for the nine months ended September 30, 2024 and 2023, respectively .

There was no remaining contingent liability bal ance as of September 30, 2024 and a contingent liability balance of $ 604,827 as of December 31, 2023 (see Note 4).

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2025 and 2024.

The Company did no t record any foreign exchange movement for the three months ended March 31, 2025, but recorded a foreign exchange movement of $( 4,799 ) for the three months ended March 31, 2024.

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

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

The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49 % equity of CRMS, based on

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

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2025 and 2024.

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

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

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

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

The estimated contingent liability for PTI as of the three months ended March 31, 2025 was $ 240,000 (see Note 4).

Impairment of Finite-Lived Intangible Assets

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

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

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

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

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

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

The charge was recorded as part of other income in the Company’s Consolidated Statements of Operations and Comprehensive Income and has no impact on its cash flow, liquidity or compliance with debt covenants (see Note 6).

Equity Investment Without Readily Determinable Fair Value

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

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CRMS’ attainment of full-year EBITDA targets.

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

The Company did no t record a change in fair value of contingent consideration for the three and nine months ended September 30, 2023.

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

During the three and nine months ended September 30, 2024, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment.

The estimated contingent consideration amount payable for CRMS was $ 14,571,909 and $ 17,087,835 as of September 30, 2024 and December 31, 2023, respectively (see Note 4).

Accounts Receivable

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

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

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

On a quarterly basis, in accordance with Federal Accounting Standards Board (“FASB”) ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”), the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit loss that reflects its best estimate of the lifetime expected credit losses.

On a quarterly basis, in accordance with Federal Accounting Standards Board (“FASB”) ASC 326, Measurement of Credit Losses on Financial Instruments , the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit loss that reflects its best estimate of the lifetime expected credit losses.

Individual uncollectible accounts are written off against the allowance when collection of the individual account does not appear probable.

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

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

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

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

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

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

As of January 1, 2025, the Company held a beginning balance in its allowance for credit losses on accounts receivable of $ 5,873,942 .

The Company recognized an additional provision for credit losses of $ 3,270,217 and write offs of $( 3,090,797 ) during the year.

The Company’s balance in its allowance for credit losses amounted to $ 6,455,874 as of September 30, 2024.

The Company recognized an additional provision for credit losses of $ 1,266,216 and write offs of $( 1,357,926 ) during the three months ended March 31, 2025.

The Company’s balance in its allowance for credit losses amounted to $ 5,782,232 as of March 31, 2025.

Property and Equipment

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

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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Leasehold improvements Shorter of useful life of asset or lease term

Expenditures for repairs and maintenance are expensed as incurred.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable.

An impairment is assessed when the undiscounted expected future cash flows derived from

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

an asset are less than its carrying amount.

An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount.

If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value.

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(i) severe adverse industry or economic trends;

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

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

For details regarding the related party transactions that occurred during the three and nine months ended September 30, 2024 and 2023, refer to Note 16.

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

For details regarding the related party transactions that occurred during the three months ended March 31, 2025 and 2024, refer to Note 16.

Revenue Recognition

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The Company utilizes the expected value method when estimating its variable consideration.

The assumptions utilized in estimating variable

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

consideration include the Company’s previous experience with similar contracts and history of collection rates on prior trips that have been performed.

The assumptions utilized in estimating variable consideration include the Company’s previous experience with similar contracts and history of collection rates on prior trips that have been performed.

The Company reevaluates its variable consideration at each reporting period.

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

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

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation Services :

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Mobile Health Services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized.

The Company also concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.

The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.

As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed.

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For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the following table, revenues are disaggregated as follows:

Revenue Breakdown Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Primary Geographical Markets

United States $ 123,429,213 $ 174,076,595 $ 453,328,633 $ 385,589,261

United Kingdom 15,255,601 12,476,315 42,393,426 39,453,112

$ 81,974,416 $ 179,110,846

14,058,639 12,976,683

Total revenues $ 96,033,055 $ 192,087,529

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

The Company accounts for forfeitures as they occur.

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

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company accounts for forfeitures as they occur.

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

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

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

Earnings per Share

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

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

and Subsidiaries $ ( 9,405,315 ) $ 11,227,449

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Weighted-average shares outstanding - Diluted 101,594,579 108,506,435

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

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

and Subsidiaries - Basic ( 0.09 ) 0.11

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

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

and Subsidiaries - Diluted ( 0.09 ) 0.10

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The Company periodically reviews the investments for other than temporary declines in fair value below cost or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

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

(“RND”) for $ 655,876 .

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company made additional investments amounting to $ 310,450 and $ 298,932 , respectively.

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

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

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

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

As of September 30, 2024 and December 31, 2023, the Company owned 50 % of NPA.

The Company’s carrying value in NPA, an equity method investee, is reflected in the caption “Equity method investments” in the unaudited Condensed Consolidated Balance Sheets.

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

Equity Investment without Readily Determinable Fair Value

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

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

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

During the three months ended March 31, 2025 and 2024, no impairment losses were recognized for equity investments without readily determinable fair values.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has lease arrangements for vehicles, equipment and facilities.

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

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

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

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

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

Recently Issued Accounting Standards Not Yet Adopted

Recently Issued Accounting Standards Adopted

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

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

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023-07 on its disclosures.

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

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

Refer to Note 11 for the updated presentation.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

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

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

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

applied either prospectively or retrospectively.

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

In November 2024, the FASB issued ASU No.

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

Disaggregation of Income Statement Expenses .

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

The provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

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

Property and Equipment, Net

Property and equipment, net as of September 30, 2024 and December 31, 2023 are as follows:

September 30,

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

2025 December 31,

Transportation equipment $ 17,532,777 $ 17,438,072

Vehicles $ 16,863,181 $ 17,300,595

Medical equipment 9,714,029 9,210,203

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Property and equipment, net $ 15,049,767 $ 14,881,411

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2024, the Company disposed of assets with a cost of $ 608,983 and accumulated depreciation of $ 400,349 for proceeds of $ 246,615 .

The Company recorded a gain on disposal of assets of $ 37,981 for the nine months ended September 30, 2024.

The Company recorded depreciation expense of $ 1,374,975 and $ 1,625,070 for the three months ended September 30, 2024 and 2023, respectively.

The Company recorded depreciation expense of $ 4,282,940 and $ 4,697,717 for the nine months ended September 30, 2024 and 2023, respectively.

Acquisition of Businesses

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

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

The Company recorded depreciation expense of $ 1,220,806 and $ 1,431,308 for the three months ended March 31, 2025 and 2024, respectively.

Exceptional Medical Transportation, LLC

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

During the nine months ended September 30, 2024, the Company wrote off $ 1,315,691 pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

Additionally, the Company paid $ 3,000,000 of the $ 6,000,000 remaining purchase price payable as of December 31, 2023 and paid the remaining $ 3,000,000 as of September 30, 2024.

There were no remaining purchase price payable as of September 30, 2024 and a purchase price payable of $ 3,000,000 as of December 31, 2023.

As of September 30, 2024 and December 31, 2023, there was remaining due to seller balance pertaining to pre-acquisition accounts receivable of $ 138,275 and $ 1,453,966 , respectively.

The Company recorded a change in fair value of contingent consideration in the amount of $ 11,067 and $( 13,763 ) for the three and nine months ended September 30, 2024, respectively.

The Company did no t record a change in fair value of contingent consideration for the three and nine months ended September 30, 2023.

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

The estimated contingent consideration amount payable for Exceptional was $ 265,538 and $ 279,301 as of September 30, 2024 and December 31, 2023, respectively.

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

As of March 31, 2025 and December 31, 2024, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 48,547 and $ 28,656 , respectively.

The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2025 but recorded a change in fair value of contingent consideration in the amount of $( 13,730 ) for the three months ended March 31, 2024.

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

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

Fort Atkinson, LLC

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the nine months ended September 30, 2024, the Company wrote off $ 3,360,067 pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

Additionally, the Company made payments in the amount of $ 8,976 on the remaining purchase price payable during the nine months ended September 30, 2024.

There was no remaining due to seller balance as of September 30, 2024 and a due to seller balance of $ 3,369,043 as of December 31, 2023.

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

The estimated contingent consideration amount payable for Ryan Brothers was $ 1,907,074 and $ 1,821,018 as of September 30, 2024 and December 31, 2023, respectively.

During the three months ended March 31, 2024, the Company paid $ 3,863 of pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

There was no remaining due to seller balance as of March 31, 2025 and December 31, 2024.

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

Location Medical Services, LLC

3 unchanged sentences

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

As of September 30, 2024 and December 31, 2023, there was no remaining due to seller amounts outstanding.

The Company did no t record a change in fair value of contingent consideration for the three and nine months ended September 30, 2024 and 2023 but recorded foreign exchange movements of $ 0 and $( 90,834 ) for the three months ended September 30, 2024 and 2023, respectively, and $( 4,798 ) and $ 20,730 for the nine months ended September 30, 2024 and 2023, respectively.

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2025 and 2024.

Additionally, the Company did not record foreign exchange movements for the three months ended March 31, 2025 but recorded foreign exchange movement in the amount of $( 4,799 ) for the three months ended March 31, 2024.

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

There was no remaining contingent liability balance as of September 30, 2024 and a contingent liability balance of $ 604,827 as of December 31, 2023.

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

Cardiac RMS, LLC

4 unchanged sentences

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

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

The Company did no t record a change in fair value of contingent consideration for the three and nine months ended September 30, 2023.

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

During the three and nine months ended September 30, 2024, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment.

The estimated contingent consideration amount payable for CRMS was $ 14,571,909 and $ 17,087,835 as of September 30, 2024 and December 31, 2023, respectively.

Ambulnz-FMC North America LLC

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

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

Healthworx LLC

On May 10, 2023, the Company acquired the remaining outstanding shares of common stock of Healthworx LLC (“Healthworx”), a provider of management, administration and support services to service providers focused on medical testing and diagnostic screening, from its joint venture with Rapid Reliable Testing, LLC in exchange for $ 1,385,156 in cash.

The Company did no t record a change in fair value of contingent consideration for the three months ended March 31, 2025 and 2024.

The estimated contingent consideration amount payable for CRMS was $ 4,707,614 as of March 31, 2025 and December 31, 2024.

Ambulnz CO, LLC

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

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

Professional Technicians, LLC

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

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

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

During the three months ended March 31, 2025, the Company initially recorded an estimated contingent consideration in the amount of $ 240,000 .

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

There was a due to seller balance of $ 910,447 for PTI as of March 31, 2025.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Ambulnz CO FMC NA

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

PTI Ambulnz CO FMC NA

Consideration:

2 unchanged sentences

Due to seller — — — — —

Amounts held under an escrow account — — — —

Deferred consideration 179,081 — — — 179,081

Contingent liability 240,000 — — 15,822,190 16,062,190

3 unchanged sentences

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

Prepaid expenses 36,622 — — — 36,622

Other current assets 388,641 — — 293,478 682,119

4 unchanged sentences

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

Accrued liabilities 111,223 — — — 111,223

Other current liabilities — — — 174,177 174,177

4 unchanged sentences

Total purchase price $ 4,219,081 $ 1,848,000 $ 7,000,000 $ 25,822,190 $ 38,889,271

The results of operations for the acquisition have been included in the Company’s unaudited condensed consolidated financial statements from the date of acquisition.

The acquisition of PTI did not have a material impact on the Company’s unaudited condensed consolidated financial statements, and therefore historical and pro forma disclosures have not been presented.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Disclosures

The following unaudited pro forma combined financial information for the three and nine months ended September 30, 2023 gives effect to the acquisitions disclosed above as if they had occurred on January 1, 2023.

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

The figures presented below for the three months ended September 30, 2023 represent the actual results of the Company, as the financial results of CRMS were consolidated in the Company’s results of operations for the entirety of the period.

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

Revenue $ 186,552,910 $ 428,155,992

4,630,239 3,093,862

The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets, depreciation of property and equipment that have been revalued, transaction costs, interest expense and the related tax effects.

ABC Transaction and Held for Sale

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

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

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

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

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

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

The Assignee is responsible for liquidating the assets.

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

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

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

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

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

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

The Company recorded an aggregate of $ 1,915,010 in goodwill in connection with its acquisitions in the three months ended March 31, 2025.

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

The carrying value of goodwill amounted to $ 47,862,242 as of

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024.

The changes in the carrying value of goodwill for the nine months ended September 30, 2024 are as noted in the table below:

The carrying value of goodwill amounted to $ 49,554,226 as of March 31, 2025.

The changes in the carrying value of goodwill for the three months ended March 31, 2025 are as noted in the table below:

Carrying Value

Balance as of December 31, 2024 $ 47,432,550

Goodwill acquired during the period 1,915,010

Foreign currency translation adjustment 206,666

Balance as of September 30, 2024 $ 47,862,242

Intangible assets consisted of the following as of September 30, 2024 and December 31, 2023:

September 30, 2024

Balance as of March 31, 2025 $ 49,554,226

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

March 31, 2025

Estimated Useful

Life (Years) Gross Carrying

Amount Additions Accumulated

Amount Additions Impairment Accumulated

Amortization Net Carrying

9 unchanged sentences

Non-compete agreements 5 years 100,000 — — ( 40,000 ) 60,000

Domain names 10 years — 15,990 — ( 267 ) 15,723

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

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

$ 43,838,360 $ 2,937,701 $ — $ ( 19,432,483 ) $ 27,343,578

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

1 unchanged sentence

Life (Years) Gross Carrying

Amount Additions Accumulated

Amount Additions Impairment Accumulated

Amortization Net Carrying

11 unchanged sentences

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

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $ 29,019 for the nine months ended September 30, 2024.

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $ 23,794 for the three months ended March 31, 2025.

Intangible asset balances are translated into U.S.

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

During the nine months ended September 30, 2024, the Company disposed of intangible assets with a cost of $ 1,540 and accumulated amortization of $ 276 .

The Company recorded a loss on disposal of intangible assets of $ 1,264 for the nine months ended September 30, 2024.

The Company also reclassified certain intangible assets with a cost of $ 30,361 and

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

accumulated amortization of $ 8,136 to “legal and regulatory” expenses within the unaudited Condensed Statements of Operations and Comprehensive Income (Loss) .

The Company recorded amortization expense of $ 1,605,483 and $ 1,515,378 for the three months ended September 30, 2024 and 2023, respectively.

The Company recorded amortization expense of $ 4,884,337 and $ 4,295,958 for the nine months ended September 30, 2024 and 2023, respectively.

Future amortization expense at September 30, 2024 for the next five years and in the aggregate are as follows:

For the three months ended March 31, 2025, the Company did not record any disposal of intangible assets.

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

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

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

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

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

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

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

The Company recorded amortization expense of $ 1,299,142 and $ 1,694,983 for the three months ended March 31, 2025 and 2024, respectively.

Future amortization expense at March 31, 2025 for the next five years and in the aggregate are as follows:

2025, remaining $ 2,248,175

5 unchanged sentences

Total $ 15,882,024

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

2025 December 31,

Percentage Ownership Amount Percentage Ownership Amount

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

Equity method investment Various 507,281 Various 547,979

Total investments $ 5,507,281 $ 5,547,979

Equity Investment without Readily Determinable Fair Value

On October 25, 2024, the Company acquired non-marketable equity securities in Firefly Health, Inc.

for $ 5,000,000 .

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

During the three months ended March 31, 2025, no impairment losses or upward adjustments were recognized for the equity investments without readily determinable fair value.

As of March 31, 2025, the Company’s investments in equity securities without readily determinable fair values totaled $ 5,000,000 , and are included in “Investments” on the unaudited Condensed Consolidated Balance Sheets.

Equity Method Investments

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

(“RND”) for $ 655,876 .

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

No additional investments were made during the three months ended March 31, 2025.

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

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

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

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

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

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

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

Accrued Liabilities

Accrued liabilities consisted of the following as of September 30, 2024 and December 31, 2023:

September 30,

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

2025 December 31,

Accrued general expenses $ 19,634,415 $ 27,001,232

Accrued workers' compensation and other insurance liabilities $ 17,903,818 $ 16,738,835

Accrued subcontractors 10,165,705 37,858,755

Accrued general expenses 7,557,732 16,530,363

Accrued payroll 7,451,508 4,374,654

Accrued subcontractors 4,313,366 9,174,499

Accrued bonus 4,180,557 3,078,445

Other current liabilities 1,047,127 2,350,523

Total accrued liabilities $ 41,406,981 $ 49,896,796

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Line of Credit

5 unchanged sentences

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

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

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

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

4 unchanged sentences

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

On March 4, 2024, the Company drew down $ 15,000,000 and made an

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

additional $ 15,000,000 draw on March 18, 2024 .

As of September 30, 2024, the outstanding balance of the Revolving Facility was $ 30,000,000 and the unused portion of the Revolving Facility was $ 60,000,000 .

The Company incurred $ 587,721 and $ 0 in interest charges relating to its Revolving Facility for the three months ended September 30, 2024 and 2023, respectively, and $ 1,625,408 and $ 0 for the nine months ended September 30, 2024 and 2023, respectively, which is reflected in interest (expense) income on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Standby Letter of Credit

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

As of March 31, 2025, the outstanding balance of the Revolving Facility was $ 30,000,000 and the unused portion of the Revolving Facility was $ 60,000,000 .

The Company incurred $ 411,517 and $ 449,099 in interest charges relating to its Revolving Facility for the three months ended March 31, 2025 and 2024 , respectively, which is reflected in interest expense on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Standby Letters of Credit

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

The letter of credit expires on the one-year anniversary of the closing date, or October 20, 2024, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

As of September 30, 2024 , no am ounts had been drawn.

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

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

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

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

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

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

Notes Payable

The Company has various loans with finance companies with monthly installments aggregating $ 2,325 , inclusive of interest ranging from 2.5 % through 4.8 %.

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

The Company has various loans with finance companies with monthly installments aggrega ting $ 1,111 , inclusive of interest of 2.5 %.

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

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

As of March 31, 2025 and December 31, 2024, the Company had one remaining loan payable, scheduled to mature in May 2026, with an outstanding balance of $ 15,086 and $ 17,730 , respectively.

The following table summarizes the Company’s notes payable:

September 30,

2025 December 31,

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

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

$ 15,086 $ 17,730

2 unchanged sentences

Total non-current portion of notes payable $ 2,155 $ 5,215

Interest expense was $ 484 and $ 48,794 for the three months ended September 30, 2024 and 2023, respectively.

Interest expense was $ 1,912 and $ 110,203 for the nine months ended September 30, 2024 and 2023, respectively.

Future minimum annual maturities of notes payable as of September 30, 2024 are as follows:

Interest expense was $ 105 and $ 883 for the three months ended March 31, 2025 and 2024, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future minimum annual maturities of notes payable as of March 31, 2025 are as follows:

Notes Payable

7 unchanged sentences

In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers, the Company’s Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assessing performance.

Prior to 2023, the Company reported in two segments, because the Company’s entities have two main revenue streams.

Beginning with the first quarter of 2023, the Company began reporting in three operating segments, adding a Corporate segment to allow for analysis of shared services and personnel that support both the Mobile Health Services and Transportation Services segments.

Previously, these costs had been allocated almost entirely to the Transportation Services segment.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of the Company’s revenues and cost of revenues continue to be reported within the Transportation Services and Mobile Health Services segments.

The Corporate segment contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

The segment reporting for the prior-year period has been adjusted to conform to the new methodology, for the purposes of allowing a clearer analysis of year-over-year performance.

All of the Company’s revenues and costs of revenues are reported within the Transportation Services and Mobile Health Services segments.

The Corporate segment relates to shared services and personnel that support both the Mobile Health Services and Transportation Services segments and contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assess the performance of these resources by revenue stream and by operating income or loss performance.

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

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

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

The accounting policies of the segments are the same as the accounting policies of the Company as a whole.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Operating results for the business segments of the Company are as follows:

2 unchanged sentences

Services Corporate Total

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

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

Significant segment expenses 38,054,707 39,490,000 11,857,539 89,402,246

Personnel costs 23,735,436 32,361,236 10,733,768 66,830,440

Subcontractor costs 13,397,847 3,356,084 1,123,771 17,877,702

Vehicle costs 921,424 3,772,680 — 4,694,104

Other segment items 4,668,961 10,142,144 5,817,142 20,628,247

Income (loss) from operations 2,485,876 1,191,367 ( 17,674,681 ) ( 13,997,438 )

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

Depreciation and amortization expense 956,372 1,948,826 856,193 3,761,391

Stock compensation 1,183,962 57,575 3,588,775 4,830,312

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

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

Three Months Ended September 30, 2023

Revenues $ 139,340,467 $ 47,212,443 $ — $ 186,552,910

Income (loss) from operations 21,109,619 503,687 ( 12,905,351 ) 8,707,955

Total assets 181,461,175 135,607,214 113,724,609 430,792,998

Depreciation and amortization expense 1,193,187 2,333,426 809,654 4,336,267

Stock compensation 274,108 136,472 2,950,129 3,360,709

Long-lived assets 40,118,664 70,142,787 12,510,940 122,772,391

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

Mobile Health

Services Transportation

Services Corporate Total

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2024

Revenues $ 143,941,158 $ 48,146,371 $ — $ 192,087,529

Significant segment expenses 79,432,794 38,170,698 11,527,939 129,131,431

Personnel costs 33,503,364 29,569,420 10,169,477 73,242,261

Subcontractor costs 43,621,035 4,808,113 1,358,462 49,787,610

Vehicle costs 2,308,395 3,793,165 — 6,101,560

Other segment items 32,296,339 8,959,375 5,825,017 47,080,731

Income (loss) from operations 32,212,025 1,016,298 ( 17,352,956 ) 15,875,367

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

Depreciation and amortization expense 1,200,642 1,998,455 983,684 4,182,781

Stock compensation 1,912,290 138,424 1,937,625 3,988,339

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

Capital expenditures 897,284 10,085,457 2,202,787 13,185,528

Nine Months Ended September 30, 2023

Revenues $ 292,351,835 $ 132,690,538 $ — $ 425,042,373

Income (loss) from operations 52,081,169 853,164 ( 49,553,011 ) 3,381,322

Total assets 290,217,792 134,876,411 65,590,914 490,685,117

Depreciation and amortization expense 3,111,497 6,137,364 2,567,796 11,816,657

Stock compensation 573,930 612,077 13,975,840 15,161,847

Long-lived assets 46,236,132 66,118,463 10,725,695 123,080,290

Capital expenditures 129,190 3,208,082 798,213 4,135,485

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Geographic Information

The following table summarizes long-lived assets by geographic location as of September 30, 2024 and December 31, 2023:

September 30,

2024 December 31, 2023

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

Three Months Ended

Primary Geographical Markets

United States $ 104,965,979 $ 103,779,506

United Kingdom 20,272,443 19,863,289

$ 104,072,534 $ 103,643,069

18,699,857 19,437,221

Total long-lived assets $ 122,772,391 $ 123,080,290

Revenues by geographic location are included in Note 2.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unregistered Sales of Equity Securities

2 unchanged sentences

Share Repurchase Program

On May 24, 2022, the Company’s Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 40,000,000 of Common Stock (the “2022 Program”).

During the second and fourth quarter of 2022, the Company repurchased 536,839 shares of its Common Stock for $ 3,731,712 .

These shares were subsequently cancelled.

The 2022 Program, which did not obligate the Company to repurchase a specific number of shares, expired on November 24, 2023.

On January 30, 2024, the Board of Directors authorized a new share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”).

On January 30, 2024, the Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”).

The Prior Repurchase Program did not obligate the Company to repurchase a specific number of shares.

On August 5, 2024, following the expiration of the previously authorized share repurchase program on July 30, 2024, the Board effectively extended the Prior Repurchase Program by authorizing a new share repurchase program (the “New Repurchase Program”) on the same terms and conditions as the Prior Repurchase Program other than expiration, pursuant to which the Company may purchase up to $ 26,000,000 in shares of Common Stock, which was the approximate amount remaining under the Prior Repurchase Program at its expiration.

The New Repurchase Program expires on December 31, 2024 and may be suspended, extended, modified or discontinued at any time without prior notice.

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

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

The New Repurchase Program may be suspended, extended, modified or discontinued at any time without prior notice.

Under the terms of the New Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.

The timing, manner, price and amount of shares repurchased under the New Repurchase Program depends on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations.

The New Repurchase Program may be modified, suspended or discontinued at any time without prior notice.

The New Repurchase Program does not obligate the Company to repurchase any specific number of shares.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

There were no shares repurchased during the three months ended September 30, 2023.

During the nine months ended September 30, 2024, the Company repurchased and subsequently cancelled 3,007,684 shares of Common Stock for $ 11,078,198 .

There were no shares repurchased during the nine months ended September 30, 2023.

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

There were no shares repurchased during the three months ended March 31, 2024.

Stock-Based Compensation

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

As of September 30, 2024, approximately 3.9 million employee stock options had vested.

As of March 31, 2025, approximately 5.2 million employee stock options had vested.

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

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The Company based the risk-free interest rate on the rate payable on the U.S.

Treasury securities corresponding to the expected term of the awards at the date of grant.

Treasury securities corresponding to the expected term of the awards at the date

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following assumptions were used to compute the fair value of the stock option grants during the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30,

The following assumptions were used to compute the fair value of the stock option grants during the three months ended March 31, 2025 and 2024:

Three Months Ended

Risk-free interest rate — % 4.3 %

4.10 % - 4.87 %

Expected term (in years) — 5

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Dividend yield — % — %

The following table summarizes the Company’s stock option activity under the Plan during the nine months ended September 30, 2024:

The following table summarizes the Company’s stock option activity under the Plan during the three months ended March 31, 2025:

Shares Weighted

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Cancelled ( 101,589 ) 7.38 — —

Balance as of September 30, 2024 8,203,813 7.06 7.48 1,487,826

Options vested and exercisable as of September 30, 2024 3,910,463 $ 6.66 6.86 $ 1,433,639

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance as of March 31, 2025 8,065,907 7.00 6.53 830,307

Options vested and exercisable as of March 31, 2025 5,170,113 $ 6.92 6.53 $ 830,307

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

The weighted average grant date fair value per share for stock option grants during the nine months ended September 30, 2024 and the year ended December 31, 2023 was $ 2.54 and $ 7.93 , respectively.

For the three months ended September 30, 2024 and 2023, the total recorded stock-based compensation related to stock option awards granted was $ 1,448,151 , and $ 3,027,577 , respectively.

For the nine months ended September 30, 2024 and 2023, the total recorded stock-based compensation related to stock option awards granted was $ 4,688,997 and $ 8,787,375 , respectively.

On September 30, 2024 and December 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $ 13,027,394 and $ 29,058,756 , respectively, which the Company expects to recognize over a weighted-average period of approximately 1.49 years.

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

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

For the three months ended March 31, 2025 and 2024, the total recorded stock-based compensation related to stock option awards granted was $ 1,389,257 , and $ 2,455,143 , respectively.

On March 31, 2025 and December 31, 2024, the total unrecognized compensation related to unvested stock option awards granted was $ 9,424,117 and $ 11,246,649 , respectively, which the Company expects to recognize over a weighted-average period of approximately 1.29 years.

Restricted Stock Units

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

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

The vesting period for employees and members of the Board of Directors ranges from one to four years .

Activity under RSUs during the nine months ended September 30, 2024 was as follows:

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

The vesting period for employees and members of the Board of Directors generally ranges from one to four years .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Activity under RSUs during the three months ended March 31, 2025 was as follows:

RSUs Weighted-

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Forfeited ( 56,214 ) 3.91

Balance as of September 30, 2024 2,891,176 5.04

Vested and unissued as of September 30, 2024 2,617 10.03

Non-vested as of September 30, 2024 2,888,559 $ 5.04

The total grant-date fair value of RSUs granted during the nine months ended September 30, 2024 was $ 3,780,430 .

For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $ 1,426,271 and $ 25,000 , respectively.

For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $ 4,242,065 and $ 1,416,338 , respectively.

On September 30, 2024, and December 31, 2023, the total unrecognized compensation related to unvested RSUs granted was $ 11,711,097 and $ 12,602,662 , respectively, which is expected to be recognized over a weighted-average period of approximately 1.8 years.

Balance as of March 31, 2025 3,912,326 4.63

Vested and unissued as of March 31, 2025 14,168 4.32

Non-vested as of March 31, 2025 3,898,158 $ 4.63

The total grant-date fair value of RSUs granted during the three months ended March 31, 2025 was $ 225,000 .

For the three months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $ 1,773,094 and $ 1,184,394 , respectively.

On March 31, 2025, and December 31, 2024, the total unrecognized compensation related to unvested RSUs granted was $ 15,690,624 and $ 17,458,680 , respectively, which is expected to be recognized over a weighted-average period of approximately 2.95 years.

Performance-based Restricted Stock Units

The fair value of performance-based restricted stock units (“PSUs”) is determined on the date of grant.

The Company records compensation expense in the unaudited Condensed Consolidated Statement of Operations and Comprehensive

The Company grants performance-based restricted stock units (“PSUs”) to certain employees under its long-term incentive compensation plan.

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

For the three months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense related to PSUs of $ 1,667,961 and $ 348,802 , respectively, which are included in accrued liabilities.

As of March 31, 2025 and December 31, 2024, the total unrecognized compensation related to unvested PSUs granted was $ 10,179,381 and $ 8,332,535 , respectively, which is expected to be recognized over a weighted-average period of approximately 2.75 years.

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

As of March 31, 2025, the Company had outstanding PSUs with a performance condition from 2024.

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

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

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

The following is a summary of the revenue PSU grants for the three months ended March 31, 2025:

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Income (Loss) on a straight-line basis over the vesting period for PSUs.

The vesting period for PSUs ranges from one to four years .

Activity under PSUs during the nine months ended September 30, 2024 was as follows:

PSUs Weighted-

Revenue PSUs Weighted-

Balance as of December 31, 2024 868,218 5.16

Vested ( 217,055 ) 5.16

Forfeited — —

Performance adjustment — —

Balance as of September 30, 2024 868,216 5.16

Vested and unissued as of September 30, 2024 — —

Non-vested as of September 30, 2024 868,216 $ 5.16

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

For the three and nine months ended September 30, 2024, the Company recorded stock-based compensation expense related to PSUs of $ 280,764 and $ 824,393 , respectively, which are included in accrued liabilities.

For the three and nine months ended September 30, 2023, no stock-based compensation expense related to PSUs were recorded.

As of September 30, 2024 and December 31, 2023, the total unrecognized compensation related to unvested PSUs granted was $ 3,582,775 and $ 5,527,166 , respectively, which is expected to be recognized over a weighted-average period of approximately 3.2 years.

Balance as of March 31, 2025 651,163 5.16

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

As of March 31, 2025, the Company had outstanding PSUs with a market condition that will vest based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Nasdaq Healthcare Index in 2025 to 2027.

The fair value is determined on the grant date using a Monte Carlo simulation model.

The Company recognizes compensation expense on all these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards.

The Company accounts for forfeitures as they occur.

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

The following key assumptions were used in the Monte Carlo calculation for TSR PSU awards granted during the year ended December 31, 2024:

Valuation date price $ 4.19

Expected company volatility 68.1 %

Expected peer group volatility 90.6 %

Expected term (in years) 3.05

Risk-free interest rate 4.1 %

The following is a summary of the TSR PSU grants for the three months ended March 31, 2025:

TSR PSUs Weighted-

Balance as of December 31, 2024 1,205,251 4.19

Forfeited — —

Balance as of March 31, 2025 1,205,251 4.19

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

Certain leases contain options to purchase, extend or terminate the lease.

Determining the lease term and amount of lease payments to include in the calculation of the right-of-use asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated right-of-use asset and lease obligation.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

included in the calculation of the associated right-of-use asset and lease obligation.

In making such determination, the Company considers all relevant economic factors.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The table below comprises lease expenses for the three and nine months ended September 30, 2024 and 2023:

The table below comprises lease expenses for the three months ended March 31, 2025 and 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Components of total lease cost:

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Lease Payments

The table below presents lease payments for the three and nine months ended September 30, 2024 and 2023:

The table below presents lease payments for the three months ended March 31, 2025 and 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Components of total lease payments:

6 unchanged sentences

Loss on Lease Remeasurement

During the year, the Company reassessed the use of some office spaces, resulting in the termination of two leased office spaces.

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

There were no gains or losses recorded relating to remeasurement of operating leases for the three and nine months ended September 30, 2023.

During the three months ended March 31, 2025, the Company reassessed the use of an office space, resulting in an early termination.

The Company recorded a loss from remeasurement of operating lease of $ 6,589 and $ 7,306 during the three months ended March 31, 2025 and 2024, respectively.

Sublease Income

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Position as of September 30, 2024

During the three months ended March 31, 2025, the Company subleased a portion of its corporate office space in New York, NY.

The sublease entered into during the three months ended March 31, 2025 has a lease term of one year and four months and has been classified as an operating lease by the Company.

Sublease income was $ 75,002 and $ 18,869 for the three months ended March 31, 2025 and 2024, respectively.

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

Lease Position as of March 31, 2025

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

September 30,

2025 December 31, 2024

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Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of September 30, 2024:

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of March 31, 2025:

Weighted average remaining lease term (in years) - operating leases 3.62

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Undiscounted Cash Flows

Future minimum lease payments under the operating leases as of September 30, 2024 were as follows:

Future minimum lease payments under the operating leases as of March 31, 2025 were as follows:

2025, remaining $ 3,856,243

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Present value of future minimum lease payments $ 14,345,627

Finance Leases

The Company leases vehicles under non-cancellable finance lease agreements with a liability of $ 13,990,018 and $ 11,430,465 as of September 30, 2024 and December 31, 2023, respectively, and accumulated depreciation of $ 9,896,278 and $ 11,679,823 as of September 30, 2024 and December 31, 2023, respectively.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loss on Lease Remeasurement

Finance Leases

The Company leases vehicles under non-cancellable finance lease agreements with a liability of $ 16,495,983 and $ 14,725,605 as of March 31, 2025 and December 31, 2024, respectively, and a right-of-use net of $ 17,159,190 and $ 15,337,299 as of March 31,2025 and December 31,2024, respectively (accumulated depreciation of $ 9,931,599 and $ 9,128,202 as of March 31, 2025 and December 31, 2024, respectively).

Loss (Gain) on Lease Remeasurement

During the year, the Company returned a number of leased vehicles, resulting in the termination of contract of these leased vehicles.

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

For the three and nine months ended September 30, 2023, the Company terminated leased vehicles which resulted in a $ 4,834 gain on remeasurement of finance leases.

Lease Position as of September 30, 2024

The Company recorded a loss (gain) on remeasurement of finance lease of $ 34,248 and $( 2,609 ) during the three months ended March 31, 2025 and 2024, respectively.

Lease Position as of March 31, 2025

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

September 30,

2025 December 31,

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Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of September 30, 2024:

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of March 31, 2025:

Weighted average remaining lease term (in years) - finance leases 3.54

Weighted average discount rate - finance leases 5.78 %

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Undiscounted Cash Flows

Future minimum lease payments under the finance leases as of September 30, 2024 are as follows:

Future minimum lease payments under the finance leases as of March 31, 2025 are as follows:

Finance Leases

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2029 1,272,033

Thereafter 428,898

Total future minimum lease payments 18,298,419

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Income (Expense)

The Company recognized $( 1,103,016 ) and $ 449,051 of other income (expense) for the three months ended September 30, 2024 and 2023, respectively, as set forth in the table below.

The Company recognized $( 1,837,655 ) and $ 715,589 of other income (expense) for the nine months ended September 30, 2024 and 2023, respectively, as set forth in the table below.

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Other income (expense)

Interest (expense) income, net $ ( 505,085 ) $ 346,376 $ ( 1,387,743 ) $ 1,677,420

Other Expense

The Company recognized $ 805,549 and $ 152,984 of other expense for the three months ended March 31, 2025 and 2024, respectively, as set forth in the table below.

Three Months Ended

Other expense

Interest expense, net $ 426,284 $ 369,008

Change in fair value of contingent liability — ( 6,446 )

Loss on equity method investments 40,698 83,167

(Loss) gain on remeasurement of operating and finance leases ( 6,163 ) 4,834 ( 32,052 ) 4,834

(Loss) gain on disposal of fixed assets ( 28,681 ) ( 9,983 ) 36,717 ( 163,452 )

ABC litigation — — — ( 1,000,000 )

Other income (expense) ( 435,825 ) 43,353 146,058 338,175

Total other income (expense) $ ( 1,103,016 ) $ 449,051 $ ( 1,837,655 ) $ 715,589

Loss on remeasurement of operating and finance leases 40,837 4,697

(Gain) on disposal of fixed assets ( 15,139 ) ( 52,835 )

Other expense (income) 312,869 ( 244,607 )

Total other expense $ 805,549 $ 152,984

Related Party Transactions

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The Company's payments to EDTSLS for Mr.

Tendler's services totaled $ 412,353 and $ 204,700 for the three months ended September 30, 2024 and 2023, respectively, and $ 1,033,273 and $ 674,970 for the nine months ended September 30, 2024 and 2023, respectively.

There were no amounts included in accounts payable and accrued liabilities as of September 30, 2024 and December 31, 2023 related to legal services .

Tendler’s services totaled $ 279,748 and $ 253,250 for the three months ended March 31, 2025 and 2024, respectively.

Included in accounts payable were $ 59,915 and $ 55,545 due to related parties as of March 31, 2025 and December 31, 2024, respectively.

There were no amounts included in accrued liabilities due to related parties as of March 31, 2025 and December 31, 2024 related to legal services.

Subcontractor Services

1 unchanged sentence

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

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

There were no payments made for the three and nine months ended September 30, 2023, respectively.

Included in accounts payable were $ 1,679 and $ 0 due to related parties as of September 30, 2024 and December 31, 2023, respectively.

Included in accrued liabilities were $ 1,679 and $ 0 due to related parties as of September 30, 2024 and December 31, 2023 related to subcontractor services.

The Company made subcontractor payments to PrideStaff totaling $ 35,706 and $ 66,011 for the three months ended March 31, 2025 and 2024, respectively.

Included in accounts payable were $ 12,972 and $ 17,149 due to related parties as of March 31, 2025 and December 31, 2024, respectively.

Included in accrued liabilities were $ 3,617 and $ 13,097 due to related parties as of March 31, 2025 and December 31, 2024 related to subcontractor services.

Transition Services Agreement

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On October 11, 2023, the Company and Anthony Capone, who resigned as Chief Executive Officer of the Company on September 15, 2023, entered into a separation and transition services agreement (the “Transition Agreement”).

Pursuant to the Transition Agreement, Mr.

1 unchanged sentence

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

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

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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the duration of the Capone Consulting Period.

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

2 unchanged sentences

The Company made payments to Mr.

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

There were no payments made for the three and nine months ended September 30, 2023 , respectively.

Included in accounts payable were $ 0 and $ 45,000 due to related parties as of September 30, 2024 and December 31, 2023, respectively related to this Transition Agreement.

There were no amounts included in accrued liabilities as of September 30, 2024 and December 31, 2023 related to the Transition Agreement.

Capone under the Transition Agreement totaling $ 0 and $ 135,000 for the three months ended March 31, 2025 and 2024, respectively.

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

Consulting Agreement - Stan Vashovsky

1 unchanged sentence

Pursuant to the Vashovsky Consulting Agreement, Mr.

Vashovsky will continue to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”).

Vashovsky continued to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”).

During the Vashovsky Consulting Period, Mr.

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

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

In consideration for a release of claims, Mr.

Vashovsky will also be eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period.

Vashovsky was also eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period.

The Vashovsky Consulting Agreement further acknowledges and affirms that Mr.

1 unchanged sentence

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

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

There were no amounts included in accounts payable and accrued liabilities as of September 30, 2024 and December 31, 2023, related to the Vashovsky Consulting Agreement.

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

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

Consulting Agreement - Steven Katz

1 unchanged sentence

Pursuant to the Katz Consulting Agreement, Mr.

Katz will serve as a consultant to the Company until December 31, 2024 (the “Katz Consulting Period”).

Katz served as a consultant to the Company until December 31, 2024 (the “Katz Consulting Period”).

During the Katz Consulting Period, Mr.

Katz will provide transition advisory services relating to the Board and its committees as may be requested from time to time by the Company’s executive officers or the Board of Directors.

Katz provided transition advisory services relating to the Board and its committees as requested from time to time by the Company’s executive officers or the Board of Directors.

As compensation for his services during the Katz Consulting Period, and subject to his compliance with the Katz Consulting Agreement, Mr.

Katz will receive consulting fees in the amount of (i) $ 2,500 per month plus (ii) $ 400 for each hour of services rendered in excess of five hours during each month.

Katz received consulting fees in the amount of (i) $ 2,500 per month plus (ii) $ 400 for each hour of services rendered in excess of five hours during each month.

During the Katz Consulting Period, Mr.

Katz’s equity awards will also continue to vest under the Plan.

There were no amounts included in accounts payable and accrued liabilities as of September 30, 2024 and December 31, 2023 related to the Katz Consulting Agreement.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company’s provision for income taxes for the three months ended September 30, 2024 and 2023 were $ 4,488,828 and $ 4,526,767 , respectively, and $ 13,316,752 and $ 2,041,843 for the nine months ended September 30, 2024 and 2023, respectively.

Katz’s equity awards also continued to vest under the Plan.

The Company made payments to Mr.

Katz under the Katz Consulting Period totaling $ 2,500 and $ 0 for the three months ended March 31, 2025 and 2024, respectively.

Included in accounts payable and accrued liabilities were $ 0 and $ 2,500 due to related parties as of March 31, 2025 and December 31, 2024, related to the Katz Consulting Agreement.

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

The Company’s Benefit from (provision for) income taxes for the three months ended March 31, 2025 and 2024 were $ 3,723,687 and $( 5,119,004 ), respectively.

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

This rate is based on the Company's expected annual income, statutory tax rates and best estimates of non-taxable and non-deductible income and expense items.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

employees that complete two months of service with the Company are eligible to participate in the plan.

The Company did not make any employer contributions to this plan as of September 30, 2024.

The Company did not make any employer contributions to this plan as of March 31, 2025.

Legal Proceedings

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The second action brought by Corielyn Hall was filed on February 20, 2024 and brings claims under PAGA.

At the time of this filing, the Company is participating in early mediation with the plaintiffs in the California Labor Actions.

Given the overlapping claims and time periods presented in the California Labor Actions, these actions will be mediated concurrently in an effort to reach a global resolution.

The Company believes there are substantial defenses to the claims alleged in California Labor Actions.

Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any.

The Company intends to vigorously defend itself against these claims if they cannot be resolved during mediation.

Stockholder Actions

Given the overlapping claims and time periods presented in the California Labor Actions, in an effort to reach a global resolution, these actions were mediated concurrently on February 5, 2025.

The parties reached a resolution, in principle, at the mediation.

At the time of this filing, the parties are working to finalize the settlement documents memorializing that resolution.

Stockholder Action

On October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S.

1 unchanged sentence

On January 17, 2024, the Court appointed the Genesee County Employees’ Retirement System as the Lead Plaintiff.

On March 18, 2024, the Lead Plaintiff filed an amended complaint against the Company, its now former

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Chairman and Chief Executive Officer, another former Chief Executive Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy).

On March 18, 2024, the Lead Plaintiff filed an amended complaint against the Company, its now former Chairman and Chief Executive Officer, another former Chief Executive Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy).

On June 21, 2024, the defendants moved to dismiss the amended complaint.

The motion was fully briefed in September 2024.

On March 28, 2025, the motion was granted in part and denied in part.

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

Due to the early stage of this proceeding, the Company cannot reasonably estimate the potential range of loss, if any.

The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in this matter.

On May 30, 2024 and on July 15, 2024, two purported shareholder derivative actions were filed against certain current and former officers and directors of the Company.

The Company is named as a nominal defendant in both actions, and the complaints name the Company’s current board of directors, including its Chief Executive Officer and General Counsel, along with two former Chief Executive Officers, the Company’s Chief Financial Officer and Treasurer and its Executive Vice President of Strategy.

These actions were filed by Ryne Shetterly in U.S.

District Court for the Southern District of New York (the “Shetterly Action”), and Salma Daboul in the Supreme Court for the State of New York (the “Daboul Action”).

Both actions purport to assert claims for breach of fiduciary duty and other related claims on behalf of the Company.

Both assert factual allegations substantially similar to those asserted in the securities class action matter discussed above, seeking various forms of monetary and injunctive relief.

On August 29, 2024, the U.S.

District Court for the Southern District of New York issued an order to transfer the Shetterly Action to the United States District Court for the District of Delaware.

At the time of this filing, no defendants have been served in the Shetterly Action.

On September 6, 2024, the plaintiff in the Daboul Action voluntarily discontinued the action.

Due to the early stage of this proceeding, the Company cannot reasonably estimate the potential range of loss, if any.

The Company believes there are substantial defenses to these claims.

Cybersecurity Action

On August 22, 2024, Maria Ballesteros, individually and on behalf of others similarly situated, filed a complaint against Ambulnz NY, LLC, a subsidiary of the Company (“Ambulnz NY”), in the U.S.

District Court for the Southern District of New York arising from a data security incident that the Company experienced in April 2024 (the “Cybersecurity Action”).

The Cybersecurity Action alleges negligence, negligence per se, breach of fiduciary duty, breach of implied contract and violations of California’s Unfair Competition Law, the California Privacy Act and the California Consumer Records Act, and seeks various forms of monetary and injunctive relief.

At the time of this filing, Ambulnz NY still has time to respond to the complaint and is participating in early mediation with the plaintiff.

Due to the early stage of this proceeding, the Company cannot reasonably estimate the potential range of loss, if any.

The Company maintains cybersecurity insurance coverage to limit its exposure to losses relating to cybersecurity incidents, including costs arising from litigation such as the Cybersecurity Action.

The Company intends to vigorously defend itself against these claims if they cannot be resolved during mediation.

District Court for the Southern District of

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

New York arising from a data security incident that the Company experienced in April 2024 (the “Cybersecurity Action”).

The Cybersecurity Action alleged negligence, negligence per se, breach of fiduciary duty, breach of implied contract and violations of California’s Unfair Competition Law, the California Privacy Act and the California Consumer Records Act, and sought various forms of monetary and injunctive relief.

Before Ambulnz NY responded to the complaint, the parties engaged in early mediation that resulted in a settlement in principle.

The plaintiff subsequently dismissed the case from the Southern District of New York without prejudice to provide the parties time to finalize the settlement and for eventual re-filing in Florida state court.

The parties have since entered into a formal settlement agreement, and the plaintiff re-filed the case in the Circuit Court of the Eleventh Judicial Circuit of Florida on March 21, 2025.

The plaintiff also filed a motion for preliminary approval of the settlement on March 24, 2025.

On May 2, 2025, the court entered an order granting preliminary approval of the parties’ settlement agreement, directing notice to the settlement class and scheduling a final fairness hearing for August 22, 2025.

The settlement class members will have a period of time to file a claim for the benefits under the settlement before final approval is sought.

The settlement is on a claims-made basis, so the Company cannot reasonably estimate the amount that will be paid at this time.

However, the Company maintains cybersecurity insurance coverage to limit its exposure to losses relating to cybersecurity incidents, including costs arising from litigation such as the Cybersecurity Action and the expected costs of the settlement.

Risk and Uncertainties

1 unchanged sentence

The Company’s current business plan assumes increased demand for Mobile Health Services.

Demand for such services was accelerated by the pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.

Demand for such services was accelerated by the COVID-19 pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.

Government Contracts

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue, and maintaining and continuing to grow this revenues stream is an important part of the Company’s growth strategy.

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue, and maintaining and continuing to grow this revenue stream is an important part of the Company’s growth strategy.

However, government contract work is subject to risks and uncertainties.

1 unchanged sentence

Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement.

Furthermore, a loss of government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Furthermore, a shift in government policies or priorities, at either the federal, state or local level, surrounding the allocation of public spending to health care-related projects, could have a large impact on the Company’s revenues in this area.

A loss of government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Subsequent Events

Line of Credit

On October 20, 2024, the Company’s unconditional and irrevocable letter of credit from a financial institution in the amount of $ 1,080,000 automatically renewed for a one-year period ending October 20, 2025.

The letter of credit renews automatically for successive one-year periods, unless earlier terminated by the institution.

Effective November 1, 2024, the Company converted its $ 15,000,000 base rate loan under the terms of the Revolving Facility to a 6-month term SOFR loan, maturing on May 1, 2025.

Series C Preferred Stock Purchase

On November 1, 2024, the Company made a $ 5,000,000 cash payment to Firefly Health, Inc., a Delaware corporation, in exchange for 798,305 shares of Series C preferred stocks, at a purchase price of $ 6.26327 per share.

The Company has evaluated subsequent events through the filing date of this Form 10-Q and has determined that there were no events occurring after the balance sheet date that would require adjustments to the financial statements or additional disclosures.

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

What changed 10-Q

Item 1. Financial Statements