8-K/A: DocGo Acquires SteadyMD for Up to $25M

DocGo Inc. has acquired SteadyMD, Inc. for an aggregate purchase price of up to $25 million, comprising an upfront cash payment and a contingent earn-out.

Summary

• DocGo Inc., through its wholly-owned subsidiary Ambulnz Holdings, LLC, completed the acquisition of SteadyMD, Inc. on October 20, 2025.
• The aggregate purchase price for SteadyMD, Inc. is up to $25 million, consisting of $12.5 million in cash payable at closing and up to $12.5 million as a contingent earn-out payment.
• The earn-out payment is contingent on SteadyMD achieving certain performance conditions in calendar year 2026 and can be paid in cash or equity at DocGo's election.
• SteadyMD's Series B Preferred Shareholders had a liquidation preference of $6.2093 per share, totaling $49,722,764.24, which significantly exceeded the total acquisition consideration.
• Due to the liquidation preference exceeding the purchase price, Series B Preferred Shareholders will only receive a pro-rata share of any contingent earn-out consideration, and only after all Convertible Debt Liabilities are fully settled.
• Junior Preferred and Common Shareholders of SteadyMD received no consideration, and their shares, options, and warrants were automatically cancelled.
• The transaction involved customary post-closing adjustments for working capital, indebtedness, and transaction expenses.
• Escrow accounts were established: $800,000 for adjustment escrow and $1,875,000 for indemnity escrow. A $100,000 reserve account was also established for the Shareholder Representative Services LLC (ISP Representative).
• The parties agreed to treat the merger as a taxable asset sale for U.S. federal income tax purposes, with a Section 338(h)(10) election for Managed Practices.

Sentiment

Score: 8

Explanation: The acquisition of SteadyMD by DocGo appears to be a strategically sound move at a highly favorable valuation for DocGo, given the significant disparity between the acquisition price and SteadyMD's preferred stock liquidation preferences. This suggests DocGo secured the asset at a distressed valuation, which is positive for the acquirer.

Positives

• DocGo successfully completed a strategic acquisition of SteadyMD, Inc., expanding its telehealth and virtual care capabilities.
• The acquisition price of up to $25 million appears highly favorable for DocGo, given SteadyMD's Series B liquidation preference of over $49.7 million, suggesting a low valuation for the acquired entity.
• The transaction structure includes a contingent earn-out, aligning a portion of the purchase price with SteadyMD's future performance and mitigating immediate upfront cash outlay.
• Out-of-the-money warrants and options of SteadyMD were cancelled without consideration, simplifying the capital structure post-acquisition for DocGo.

Negatives

• SteadyMD's Junior Preferred and Common Shareholders received no consideration for their shares, which were automatically cancelled.
• SteadyMD's Series B Preferred Shareholders will receive significantly less than their aggregate liquidation preference of $49,722,764.24, only sharing in contingent earn-out payments after Convertible Debt Liabilities are fully settled.
• The earn-out payment is contingent on future performance and is not guaranteed, introducing uncertainty for potential additional consideration.
• Convertible Debt Liabilities exceeded the Base Merger Consideration, further impacting potential distributions to Series B Preferred Shareholders.

Risks

• The contingent earn-out payment of up to $12.5 million is subject to SteadyMD achieving certain financial targets in calendar year 2026, and there are no assurances that these conditions will be met or that the earn-out will be earned and payable.
• Earn-out consideration is unsecured and expressly subordinated to all Senior Indebtedness, meaning payment could be delayed or not occur if Senior Defaults or Events of Default exist.
• Indemnification Support Parties (including former shareholders and convertible noteholders) are subject to indemnification obligations for breaches of representations and warranties, which can be recovered from escrow accounts or offset against earn-out payments.
• Potential for disputes regarding post-closing adjustments (Cash, Closing Indebtedness, Net Working Capital, Transaction Expenses) and earn-out calculations, which could lead to resolution by an independent Audit Firm.
• The Company Group makes no representations or warranties regarding the amount, value, or condition of any Tax attributes (e.g., net operating losses) arising in any Pre-Closing Tax Period, or the ability of Parent or its Affiliates to utilize such Tax attributes after the Closing.

Future Outlook

DocGo anticipates potential future payments of up to $12.5 million in earn-out consideration based on SteadyMD's financial performance during calendar year 2026. The earn-out can be paid in cash or equity at DocGo's discretion.

Management Comments

• The board of directors of SteadyMD, Inc. unanimously determined that it is in the best interests of the Company and its Shareholders to enter into this Agreement, approved the Agreement, and recommended its adoption by the Shareholders.
• The board of directors of Ambulnz Holdings, LLC (Parent) unanimously approved this Agreement and declared it advisable for Parent to enter into this Agreement.

Industry Context

This acquisition by DocGo Inc. of SteadyMD, Inc. reflects the ongoing consolidation and strategic expansion within the telehealth and virtual care industry. As healthcare continues its digital transformation, companies like DocGo are acquiring specialized platforms to enhance their service offerings, expand market reach, and integrate complementary technologies to provide more comprehensive patient care solutions.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• No new legal proceedings are mentioned. The filing states there is no suit, action, litigation, arbitration, or proceeding pending or threatened against the Company Group (SteadyMD).

Related Party Transactions

• The filing references 'Related Party Contracts' set forth in Section 3.20(a) of the Disclosure Schedule, but specific details of these transactions are not provided in the public filing text.

Stakeholder Impact

• DocGo Inc. Shareholders: Positive impact due to strategic acquisition at a favorable valuation, potentially expanding market share and service offerings.
• SteadyMD, Inc. Common and Junior Preferred Shareholders: Highly negative impact as their equity interests were cancelled without consideration.
• SteadyMD, Inc. Series B Preferred Shareholders: Negative impact as they will receive significantly less than their liquidation preference, with payments contingent on earn-out and subordinate to convertible debt.
• SteadyMD, Inc. Convertible Noteholders: Neutral to slightly positive, as their debt obligations are being settled at 2.5x principal and interest, with priority over Series B shareholders for initial distributions.
• SteadyMD, Inc. Employees (Key Employees): Positive impact for those receiving Key Employee Offer Letters, indicating continued employment and potential for MIP bonuses.

Next Steps

• Final determination of Cash, Closing Indebtedness, Net Working Capital, and Transaction Expenses for post-closing adjustments.
• Calculation and potential payment of contingent earn-out consideration based on SteadyMD's financial performance in calendar year 2026.
• Execution of joint written instructions for the release of funds from the Adjustment Escrow Account and Indemnity Escrow Account at specified dates.
• Preparation and filing of tax allocation schedules (Consideration Allocation and Managed Practice Allocation Schedule) and IRS Forms 8023 and 8883.
• Resolution of any indemnification claims asserted by Parent Indemnitees.

Key Dates

Recommendation

DocGo Inc. has executed a highly strategic acquisition of SteadyMD, Inc. at what appears to be a significantly undervalued price relative to SteadyMD's prior equity structure, as evidenced by the Series B liquidation preference far exceeding the total acquisition consideration. This transaction allows DocGo to expand its telehealth and virtual care capabilities at a favorable cost, positioning the company for potential future growth and market share expansion. The upfront cash component is manageable, and the earn-out structure aligns a portion of the payment with future performance, mitigating immediate risk for DocGo. This acquisition is likely to be accretive and strategically beneficial for DocGo.

Keywords

DocGo Inc., SteadyMD Inc., Acquisition, Merger, Telehealth, Virtual Care, Healthcare Technology, SEC Filing, 8-K/A, Earn-out, Corporate Action, Financial Reporting