v3.26.1
Acquisitions
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Exceptional Medical Transportation, LLC
On July 13, 2022, Holdings acquired 100% of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $13,708,333, consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24-month period following the closing date of the acquisition. The Company also agreed to pay up to 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.
During the three months ended March 31, 2026, the Company recorded $1,378 additional pre-acquisition accounts receivable through due to seller, the liability established during acquisition. During the three months ended March 31, 2025, the Company recorded $19,891 additional pre-acquisition accounts receivable through due to seller. As of March 31, 2026 and December 31, 2025, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $55,804 and $54,426, respectively.
The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025. During the three months ended March 31, 2025, the Company made a payment for the second installment due on the contingent liability in the amount of $265,538. There was no contingent consideration amount payable for Exceptional as of March 31, 2026 and December 31, 2025.     
Cardiac RMS, LLC

On March 31, 2023, Holdings acquired 51% of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services. The closing consideration of $10,000,000 consisted of $9,000,000 in cash and $1,000,000 worth of shares of Common Stock issued in a private placement transaction. The Company also agreed to pay additional consideration following the initial closing, consisting of an estimated True-up Payment of $2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets and estimated earn out payments amounting to $13,733,947. The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49% equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. $5,000,000 of such further probable consideration is to be paid in cash and the remaining $10,822,190 is to be paid in shares of Common Stock. On September 3, 2025, the Company made the first earn out payment in the amount of $1,687,134 for an additional 16.3% of equity in CRMS. As the Company already controlled CRMS, and retained control over CRMS subsequent to the CRMS Earnout Payment, the Company accounted for the acquisition of equity interest in CRMS as an equity transaction that increased the carrying value of noncontrolling interest, and decreased the Company’s additional paid-in-capital within stockholders’ equity, by $1,741,202.

The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025.The estimated contingent consideration amount payable for CRMS was $5,076,592 as of March 31, 2026 and December 31, 2025.

Professional Technicians, LLC
On February 10, 2025, the Company acquired 100% of the outstanding shares of common stock of PTI, a provider of mobile phlebotomy services. The aggregate purchase price consisted of $3,800,000 of cash consideration paid at closing and $179,081 in deferred consideration. The Company also agreed to pay up to an additional $1,500,000 in contingent consideration upon PTI meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026.
On the date of acquisition, the Company initially recorded estimated contingent consideration in the amount of $240,000. Additionally, the Company recorded pre-acquisition accounts receivable in the amount of $521,806 and other current assets in the amount of $388,641 through due to seller, the liability established during acquisition.
The Company recorded a loss on the change in fair value of contingent consideration in the amount of $60,000 for the three months ended March 31, 2026. The Company did not record a change in the fair value of contingent consideration for the three months ended March 31, 2025. The estimated contingent liability for PTI was $300,000 and $240,000 as of March 31, 2026 and December 31, 2025, respectively.
The Company did not make any payments for pre-acquisition accounts receivable and other current assets during the three months ended March 31, 2026 and 2025. There was a due to seller balance of $103,475 for PTI as of March 31, 2026 and December 31, 2025.
SteadyMD, Inc.
On October 20, 2025, Holdings acquired 100% of the equity interests in SteadyMD via a statutory merger in which SteadyMD merged with and into STMD Merger Company, LLC (“MergerCo”), with MergerCo surviving the transaction. SteadyMD offers a 50-state virtual clinician workforce that provides telehealth for digital health companies, labs, pharmacies, employers and other healthcare innovators. SteadyMD’s scaled network of virtual providers aligns with the Company’s goal to achieve more efficient delivery of patient care. The aggregate purchase price consisted of $12,958,309 in cash consideration, which included payments to settle specified SteadyMD third-party indebtedness and satisfy convertible noteholders.
The Company also agreed to pay up to an additional $12,500,000 in contingent consideration upon SteadyMD achieving certain net revenue targets during the 12 month period between January 1, 2026 and December 31, 2026. On the date of acquisition, the Company recorded contingent consideration in the amount of $2,300,000 based on the initial estimate of SteadyMD’s revenue utilizing the probability-weighted expected return method.
The Company recognized $7,578,715 of goodwill, which represents an acquired workforce and the potential synergies associated with the SteadyMD acquisition. All of the goodwill was assigned to the Company’s Mobile Health Services operating segment.
The Company recorded a loss on the change in fair value of contingent consideration in the amount of $2,700,000 for the three months ended March 31, 2026. The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2025. The estimated contingent liability for SteadyMD was $5,000,000 and $2,300,000 as of March 31, 2026 and December 31, 2025, respectively.
Primary Care Ambulance Corporation
On December 30, 2025, Holdings acquired certain assets and assumed certain liabilities of PCA. The transaction has been accounted for as a business combination using the acquisition method of accounting in which the Company acquired 100% of PCA’s equity interests. PCA is a provider of both emergency and non-emergency medical transportation based in Staten Island, New York, which allows the Company to geographically expand its current services offerings. The aggregate purchase price consisted of $1,400,000 in cash consideration, of which $1,200,000 was paid at closing and $200,000 was paid prior to closing.
The Company also agreed to pay up to an additional $200,000 in contingent consideration upon the fulfillment of certain continued employment conditions. On the date of acquisition, the Company recorded contingent consideration in the full amount of $200,000 based on the initial estimate that the conditions will be achieved.
The Company recognized $864,697 of goodwill which represents an acquired workforce and the potential operational benefits associated with the expanded geographic presence following the PCA acquisition. All of the goodwill was assigned to the Company’s Transportation Services operating segment.
The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025. The estimated contingent liability for PCA was $200,000 as of March 31, 2026 and December 31, 2025.
The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:
PTISteadyMDPCATotal
Consideration
Cash consideration$3,800,000 $12,958,309 $1,400,000 $18,158,309 
Deferred consideration179,081 — — 179,081 
Contingent liability240,000 2,300,000 200,000 2,740,000 
Total consideration$4,219,081 $15,258,309 $1,600,000 $21,077,390 
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents$153,682 $1,609,649 $— $1,763,331 
Accounts receivable, net521,806 5,991,253 — 6,513,059 
Prepaid expenses36,622 233,711 6,959 277,292 
Other current assets388,641 6,737 — 395,378 
Property and equipment, net— 32,856 152,266 185,122 
Intangibles, net2,224,990 4,700,000 561,444 7,486,434 
Operating lease right-of-use asset— 285,325 100,342 385,667 
Other assets— 17,110 14,634 31,744 
Total identifiable assets acquired3,325,741 12,876,641 835,645 17,038,027 
Accounts payable— 342,390 — 342,390 
Accrued liabilities111,223 4,453,989 — 4,565,212 
Due to seller910,447 — — 910,447 
Operating lease liability, current— 125,925 78,195 204,120 
Operating lease liability, non-current— 159,400 22,147 181,547 
Deferred tax liability— 115,343 — 115,343 
Total liabilities assumed1,021,670 5,197,047 100,342 6,319,059 
Goodwill1,915,010 7,578,715 864,697 10,358,422 
Total purchase price$4,219,081 $15,258,309 $1,600,000 $21,077,390 
The results of operations for the acquisitions have been included in the Company’s unaudited Condensed Consolidated Financial Statements from the date of acquisition.