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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 444 added, 263 removed, 948 unchanged (43% of the section changed)

Financial Statements

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

Condensed Consolidated Balance Sheets as of June 3 0 , 2025 (Unaudited) and December 31, 2024

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

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

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

Notes to Unaudited Condensed Consolidated Financial Statements

5 unchanged sentences

Cash and cash equivalents $ 104,164,128 $ 89,241,695

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

Accounts receivable, net of allowance for credit loss of $ 6,092,588 and $ 5,873,942 as of June 30, 2025 and December 31, 2024, respectively

122,756,182 210,899,926

4 unchanged sentences

Goodwill 49,954,435 47,432,550

Restricted cash 24,051,509 18,095,612

Restricted cash and cash equivalents 4,390,444 18,095,612

Restricted investments 20,114,327 —

Operating lease right-of-use assets 12,611,145 11,958,698

22 unchanged sentences

Common stock ($ 0.0001 par value;

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

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

97,757,075 and 101,910,883 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)

Additional paid-in-capital 316,509,060 321,087,583

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Revenues, net $ 80,417,622 $ 164,949,716 $ 176,450,677 $ 357,037,245

13 unchanged sentences

Loss on remeasurement of operating and finance leases ( 6,607 ) ( 21,192 ) ( 47,444 ) ( 25,889 )

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

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

(Loss) gain on disposal of fixed assets ( 48,354 ) 12,563 ( 33,215 ) 65,398

Other income (expense) 101,046 337,276 ( 211,823 ) 581,883

Total other expense ( 436,394 ) ( 581,655 ) ( 1,241,943 ) ( 734,639 )

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

Net (loss) income before income tax benefit (expense) ( 17,916,638 ) 9,567,494 ( 32,719,625 ) 25,289,877

Benefit from (provision for) income taxes 4,626,745 ( 3,708,920 ) 8,350,432 ( 8,827,924 )

4 unchanged sentences

Other comprehensive income (loss)

Unrealized gain on investments, net of tax 76,733 — 76,733 —

Foreign currency translation adjustment 927,462 33,973 1,423,000 ( 106,161 )

26 unchanged sentences

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 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 Additional

10 unchanged sentences

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

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

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

Net loss attributable to stockholders of DocGo Inc.

2 unchanged sentences

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

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

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

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

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

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

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

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

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

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 24,369,193 ) $ 16,461,953

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

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

Depreciation of property and equipment 2,432,577 2,907,965

1 unchanged sentence

Amortization of finance lease right-of-use assets 2,558,381 2,197,620

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

Loss (gain) on disposal of fixed assets 33,215 ( 65,398 )

Deferred income tax ( 8,806,213 ) ( 2,024,271 )

Accretion of discount related to restricted investments ( 145,403 ) —

Loss on equity method investments 79,515 147,181

9 unchanged sentences

Accrued liabilities ( 7,451,661 ) ( 27,996,715 )

Net cash provided by (used in) operating activities 9,655,467 ( 10,639,744 )

Operating lease liabilities and right-of-use assets 336,596 ( 30,322 )

Net cash provided by operating activities 43,260,218 26,247,436

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property and equipment ( 1,468,364 ) ( 951,702 )

Purchase of property and equipment ( 2,170,883 ) ( 1,985,543 )

Acquisition of intangibles ( 1,578,173 ) ( 1,567,957 )

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

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

Purchase of restricted investments ( 22,221,437 ) —

Purchase of equity method investments — ( 148,487 )

Proceeds from sale of restricted investments 2,329,246 —

Proceeds from disposal of property and equipment 177,329 82,713

6 unchanged sentences

Earnout payments on contingent liabilities ( 265,538 ) ( 1,600,029 )

Dividends paid to noncontrolling interest — ( 250,000 )

Proceeds from exercise of stock options — 684

Payments for taxes related to shares withheld for employee taxes ( 1,340,552 ) ( 266,332 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 968,129 ( 74,527 )

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

Cash and restricted cash at end of period $ 103,059,044 $ 58,893,863

Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents 1,217,265 13,605,408

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

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 108,554,572 $ 85,823,394

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six 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

Supplemental non-cash investing and financing activities:

Property and equipment in accounts payable $ 13,125 $ 169,126

Pre-acquisition receivables written off through due to seller $ — $ 3,360,067

Reconciliation of cash and restricted cash

43 unchanged sentences

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

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

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

10 unchanged sentences

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

Net loss for the Company’s VIEs was $ 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.

Net loss for the Company’s VIEs was $ 2,392,937 and $ 81,978 for the three months ended June 30, 2025 and 2024, respectively, and $ 4,104,448 and $ 357,883 for the six months ended June 30, 2025 and 2024, respectively.

Total assets, exclusive of intercompany assets, amounted to $ 6,759,053 and $ 3,122,209 as of June 30, 2025 and December 31, 2024, respectively.

Total liabilities, exclusive of intercompany liabilities, were $ 11,543,036 and $ 3,801,744 as of June 30, 2025 and December 31, 2024, respectively.

The Company’s VIEs’ total stockholders’ deficit was $ 4,783,983 and $ 679,535 as of June 30, 2025 and December 31, 2024, respectively.

Foreign Currency

3 unchanged sentences

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.

The resulting unrealized cumulative translation adjustment for the three months ended June 30, 2025 and 2024 were $ 927,462 and $ 33,973 , respectively, and $ 1,423,000 and $( 106,161 ) for the six months ended June 30, 2025 and 2024, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

2 unchanged sentences

and the reported amounts of expenses during the reporting period.

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.

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

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

2 unchanged sentences

Self-Insurance Reserves

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

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

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

1 unchanged sentence

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 and healthcare benefits.

Concentration of Credit Risk and Off-Balance Sheet Risk

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

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

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

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

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

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

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

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

Major Customers

The Company had one customer that accounted for approximately 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 had one customer that accounted for approximately 34 % of revenues for the three months ended June 30, 2025, and two customers that accounted for approximately 37 % and 31 %, respectively, of revenues for the three months ended June 30, 2024.

The Company had one customer that accounted for approximately 42 % of revenues for the six months ended June 30, 2025, and two customers that each accounted for approximately 35 % of revenues for the six months ended June 30, 2024.

As of June 30, 2025, the Company had two customers that accounted for approximately 28 % and 25 %, respectively, of net accounts receivable.

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

The Company had one vendor that accounted for approximately 13 % and 18 % of total cost for the three months ended June 30, 2025 and 2024, respectively.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company had one vendor that accounted for approximately 16 % and 18 % of total cost for the six months ended June 30, 2025 and 2024, respectively.

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

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 $ 5,196,424 and $ 4,020,221 with foreign financial institutions on March 31, 2025 and December 31, 2024, respectively.

Restricted Cash

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

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

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 had cash balances of approximate ly $ 2,012,230 and $ 4,020,221 with foreign financial institutions on June 30, 2025 and December 31, 2024, respectively.

Restricted Cash and Cash Equivalents and Restricted Investments

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

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

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

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

5 unchanged sentences

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

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

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

Beginning in the three and six months ended June 30, 2025, the Company invests a portion of its restricted cash and cash equivalents held in the self-depleting trust into a restricted investment portfolio of marketable fixed income securities.

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

government obligations, as available-for-sale.

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

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

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company did not invest in similar investments during 2024.

June 30, 2025

Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value

Money market funds $ 1,079,249 $ — $ — $ 1,079,249

Corporate bonds 994,366 5,477 ( 74 ) 999,769

government obligations 22,334,027 93,003 ( 1,277 ) 22,425,753

Total $ 24,407,642 $ 98,480 $ ( 1,351 ) $ 24,504,771

Included in restricted cash and cash equivalents $ 4,390,251 $ 197 $ ( 4 ) $ 4,390,444

Included in restricted investments $ 20,017,391 $ 98,283 $ ( 1,347 ) $ 20,114,327

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

Amortized Cost Fair Value

Within 1 year $ 10,203,010 $ 10,201,997

After 1 year through 5 years 8,332,165 8,369,816

After 5 years through 10 years 5,872,467 5,932,958

Total $ 24,407,642 $ 24,504,771

Proceeds from the sales and maturities of the fixed income marketable securities were $ 9,323,535 for both the three and six months ended June 30, 2025.

The Company included in other income (expense) in the unaudited Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income, a net realized gain of $ 435 for the three and six months ended June 30, 2025.

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

Fair Value of Financial Instruments

6 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 March 31, 2025 and December 31, 2024.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 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.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

Contingent Consideration

1 unchanged sentence

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

months ended March 31, 2024.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a change in fair value of contingent consideration in the amount of $ 45,319 and $ 52,603 for the three and six months ended June 30, 2024, respectively.

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

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

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

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

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a change in fair value of contingent consideration in the amount of $( 11,100 ) and $( 24,830 ) for the three and six months ended June 30, 2024, respectively.

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

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

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

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

The Company did no t record a change in fair value of contingent consideration for the three 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).

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

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

There was no remaining contingent liability balance as of June 30, 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 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.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a $ 298,419 change in fair value of contingent consideration for the three and six months ended June 30, 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).

The estimated contingent consideration amount payable for CRMS was $ 4,707,614 as of June 30, 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 to be paid upon meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the three and six months ended June 30, 2025.

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

Impairment of Finite-Lived Intangible Assets

5 unchanged sentences

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).

The charge was recorded as part of other income (expense) 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

1 unchanged sentence

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).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable

14 unchanged sentences

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.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 $ 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.

The Company recognized an additional provision for credit losses and write offs of $ 1,238,462 and $( 928,106 ), respectively, for the three months ended June 30, 2025, and $ 2,504,678 and $( 2,286,032 ), respectively, for the six months ended June 30, 2025.

The Company’s balance in its allowance for credit losses amounted to $ 6,092,588 as of June 30, 2025.

Property and Equipment

9 unchanged sentences

Leasehold improvements Shorter of useful life of asset or lease term

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

16 unchanged sentences

The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques.

11 unchanged sentences

(i) severe adverse industry or economic trends;

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

6 unchanged sentences

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.

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

Revenue Recognition

9 unchanged sentences

Since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations immediately.

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

The Company has utilized the “right to invoice” expedient, which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer.

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

11 unchanged sentences

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation Services :

17 unchanged sentences

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the following table, revenues are disaggregated as follows:

Revenue Breakdown Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Primary Geographical Markets

2 unchanged sentences

Total revenues $ 80,417,622 $ 164,949,716 $ 176,450,677 $ 357,037,245

Major Segments/Service Lines

Major Segments

Mobile health services $ 30,780,993 $ 116,742,328 $ 75,990,537 $ 260,683,486

6 unchanged sentences

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company accounts for forfeitures as they occur.

The Company accounts for forfeitures as they occur.

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

6 unchanged sentences

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

and Subsidiaries:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

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

8 unchanged sentences

Anti-dilutive employee share-based awards excluded 13,339,305 7,486,776 13,339,305 7,486,776

Equity Method Investment

Equity Method Investments

The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control.

2 unchanged sentences

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

Equity 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.

Equity Investments without Readily Determinable Fair Value

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

All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be 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.

and Subsidiaries

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”).

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

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

The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a right-of-use asset and a current and non-current lease liability for each lease arrangement identified.

4 unchanged sentences

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

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

The Company has elected to

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

16 unchanged sentences

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

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

Refer to Note 11 for the updated presentation.

4 unchanged sentences

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

applied either prospectively or retrospectively.

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

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

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 .

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

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

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

1 unchanged sentence

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

In May 2025, the FASB issued ASU No.

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

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

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

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

Early adoption is permitted.

Upon adoption, the guidance will be applied prospectively.

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment, Net

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

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

2025 December 31,

8 unchanged sentences

Property and equipment, net $ 14,422,298 $ 14,881,411

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.

During the six months ended June 30, 2025, the Company disposed of assets with a cost of $ 1,194,489 and accumulated depreciation of $ 983,945 for proceeds of $ 177,329 .

The Company recorded a loss on disposal of assets of $ 33,215 for the six months ended June 30, 2025.

The Company recorded depreciation expense of $ 1,211,772 and $ 1,476,657 for the three months ended June 30, 2025 and 2024, respectively.

The Company recorded depreciation expense of $ 2,432,577 and $ 2,907,965 for the six months ended June 30, 2025 and 2024, respectively.

Exceptional Medical Transportation, LLC

1 unchanged sentence

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

During the three 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.

During the six months ended June 30, 2025, the Company recorded $ 20,765 additional pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

As of June 30, 2025 and December 31, 2024, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 49,421 and $ 28,656 , respectively.

The Company did not record a change in fair value of contingent consideration for the three and six ended June 30, 2025 but recorded a change in fair value of contingent consideration in the amount of $( 11,100 ) and $( 24,830 ) for the three and six months ended June 30, 2024, respectively.

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

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

Fort Atkinson, LLC

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

During the six months ended June 30, 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 June 30, 2025 and December 31, 2024.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025 but recorded a change in fair value of contingent consideration in the amount of $ 45,319 and $ 52,603 for the three and six months ended June 30, 2024, respectively.

There was no estimated contingent consideration amount payable for Ryan Brothers as of June 30, 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.

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.

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

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

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

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

There was no remaining contingent liability balance as of June 30, 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.

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.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a change in fair value of contingent consideration in the amount of $ 298,419 for the three and six months ended June 30, 2024.

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

Ambulnz CO, LLC

3 unchanged sentences

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 .

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

During the six months ended June 30, 2025, the Company initially recorded estimated contingent consideration in the amount of $ 240,000 .

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

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

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

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2025, the Company paid the other current assets and pre-acquisition accounts receivable in the amount of $ 388,642 and $ 362,277 , respectively.

There was a due to seller balance of $ 159,528 for PTI as of June 30, 2025.

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

PTI Ambulnz CO FMC NA

PTI Ambulnz CO CRMS Total

Consideration:

1 unchanged sentence

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

Due to seller — — — — —

Deferred consideration 179,081 — — 179,081

6 unchanged sentences

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

Property, plant and equipment — — — — —

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

13 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company recorded an aggregate of $ 1,915,010 in goodwill in connection with its acquisitions in the six months ended June 30, 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 $ 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:

The carrying value of goodwill amounted to $ 49,954,435 as of June 30, 2025.

The changes in the carrying value of goodwill for the six months ended June 30, 2025 are as noted in the table below:

Carrying Value

2 unchanged sentences

Foreign currency translation adjustment 606,875

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

Balance as of June 30, 2025 $ 49,954,435

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

June 30, 2025

Estimated Useful

35 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 $ 23,794 for the three months ended March 31, 2025.

The intangible assets include foreign currency translation adjustment in the amount of $ 73,152 for the six months ended June 30, 2025.

Intangible asset balances are translated into U.S.

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

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

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

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

4 unchanged sentences

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:

The Company recorded amortization expense of $ 1,452,299 and $ 1,583,871 for the three months ended June 30, 2025 and 2024, respectively.

The Company recorded amortization expense of $ 2,751,441 and $ 3,278,854 for the six months ended June 30, 2025 and 2024, respectively.

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

2025, remaining $ 1,510,056

7 unchanged sentences

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:

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

2025 December 31,

1 unchanged sentence

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

Equity method investment Various 507,281 Various 547,979

Equity method investments Various 468,464 Various 547,979

Total investments $ 5,468,464 $ 5,547,979

3 unchanged sentences

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

During the 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.

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

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

Equity Method Investments

2 unchanged sentences

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.

No additional investments were made during the six months ended June 30, 2025.

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

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

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

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

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

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

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

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

1 unchanged sentence

Accrued Liabilities

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

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

2025 December 31,

8 unchanged sentences

Line of Credit

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

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

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

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

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

The credit agreement provided for a revolving credit facility in the initial aggregate principal amount of $ 90,000,000 .

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

Borrowings under the revolving facility bore interest at a per annum rate equal to:

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

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

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

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

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

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

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

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

The revolving facility was due to mature on November 1, 2027, the five-year anniversary of the closing date.

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

The revolving facility was subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the credit agreement.

As of December 31, 2024, there was a $ 30,000,000 outstanding balance on the revolving facility.

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

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

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

As of 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.

As of June 30, 2025, the outstanding balance of the revolving facility remained at $ 30,000,000 and the unused portion of the revolving facility was $ 60,000,000 .

The Company incurred $ 441,282 and $ 588,588 in interest charges relating to its revolving facility for the three months ended June 30, 2025 and 2024, respectively, and $ 852,799 and $ 1,037,687 for the six months ended June 30, 2025 and 2024, respectively, which is reflected in interest expense, net on the Company’s unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

What changed 10-Q

Item 1. Financial Statements