Urgent.ly (NASDAQ: ULY) warned its stock is subject to Nasdaq delisting

Rhea-AI Filing Summary

Urgent.ly Inc. reports that Nasdaq has notified the company its common stock is subject to delisting from The Nasdaq Capital Market. The action follows a prior notice that Urgent.ly no longer meets Nasdaq Listing Rule 5550(b) because net income from continuing operations, and alternative measures such as market value of listed securities or stockholders’ equity, are below required levels.

Nasdaq has informed the company that its securities are scheduled to be delisted at the open of business on September 25, 2025, unless Urgent.ly requests a hearing before a Nasdaq Hearings Panel. The company plans to request this hearing, which will automatically pause further delisting action while the panel considers its plan and any extension. Urgent.ly will present strategies to regain compliance, but there is no assurance the panel will grant continued listing or that the company will meet the standards within any extension.

Positive

• None.

Negative

• Nasdaq delisting risk escalates: Nasdaq has notified Urgent.ly that its securities are subject to delisting on September 25, 2025 due to continued non-compliance with Listing Rule 5550(b), and there is no assurance a hearings panel will grant continued listing or that the company will regain compliance within any extension.

Insights

Equity markets and listing standards analyst

Nasdaq has moved Urgent.ly to a formal delisting process, with only panel relief now standing between the stock and removal from the exchange.

Urgent.ly Inc. discloses that Nasdaq staff has determined its common stock is subject to delisting from The Nasdaq Capital Market because it remains out of compliance with Listing Rule 5550(b) on net income and alternative criteria. The notice states that, absent further action, the securities will be delisted at the open of business on September 25, 2025, which marks an escalation from earlier deficiency status to a formal delisting timetable.

The company plans to request a hearing before a Nasdaq Hearings Panel, which will automatically stay delisting at least through the hearing and any extension period the panel may grant. At that hearing, management intends to present a plan to demonstrate compliance with the continued listing standards, and the company states it is actively pursuing strategies to meet the rule. However, the disclosure explicitly notes there can be no assurance the panel will approve continued listing or that compliance will be achieved within any extension period.

This development increases listing risk for shareholders, since continued trading on Nasdaq now depends on both panel discretion and the company’s ability to improve metrics tied to Rule 5550(b). Future company filings and the referenced press release dated September 22, 2025 may provide additional detail on the strategies being pursued and any conditions the panel may impose if an extension is granted.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 16, 2025

URGENT.LY INC.

(Exact name of registrant, as specified in its charter)

Delaware		001-41841		46-2848640
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

44927 George Washington Blvd, Suite 265, Office 209

Ashburn, VA 20147

(Address of principal executive

offices)

Registrant's telephone number, including area code: (571) 350-3600

Former name or address, if changed since last report: Not Applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		ULY		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on March 19, 2025, Urgent.ly Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its net income from continuing operations had fallen below the minimum requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b) (the “Rule”). The Notice also indicated that the Company did not meet the alternative listing criteria for market value of listed securities or stockholders’ equity under the Rule. The Company thereafter submitted its plan to regain compliance with the Rule by September 15, 2025, which constituted the outside date of the Staff’s discretion in this matter.

On September 16, 2025, the Staff notified the Company that, based upon the Company’s continued non-compliance with the Rule as of September 15, 2025, the Company’s securities were subject to delisting from Nasdaq at the open of business on September 25, 2025 unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will automatically stay any further action by Nasdaq at least pending the conclusion of the hearing and the expiration of any extension period that may be granted by the Panel following the hearing.

At the hearing, the Company will present its plan to evidence compliance with the Rule and request an extension to do so. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing or that the Company will evidence compliance within any extension period that may be granted by the Panel.

The Company is actively pursuing strategies to comply with the Rule.

On September 22, 2025, the Company issued a press release regarding the foregoing events. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety into this Item 3.01.

Item 9.01 Financial Statements and Exhibits.
 

(d) Exhibits.

99.1		Press release dated September 22, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with the Continued Listing Standards and the Company’s intentions to request a hearing with or submit a plan to evidence compliance with the Continued Listing Standards to Nasdaq within the required time period. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of important risks and uncertainties, including without limitation the risk that the Company may not meet the Continued Listing Standards during any compliance period or in the future, the risk that Nasdaq may not grant the Company relief from delisting, and the risk that the Company may not ultimately meet applicable Nasdaq requirements after such relief, if any, is granted, among other important risks and uncertainties. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in its expectations.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: September 22, 2025

URGENT.LY INC.
By:		/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer

FAQ

Why is Urgent.ly Inc. (ULY) facing a potential Nasdaq delisting?

Urgent.ly Inc. reports that Nasdaq determined the company no longer meets Nasdaq Listing Rule 5550(b) because its net income from continuing operations is below the minimum requirement, and it also does not meet the alternative criteria based on market value of listed securities or stockholders’ equity.

When could Urgent.ly Inc. stock be delisted from Nasdaq?

Nasdaq has notified Urgent.ly that its securities are subject to delisting from The Nasdaq Capital Market at the open of business on September 25, 2025, unless the company timely requests a hearing before a Nasdaq Hearings Panel.

What steps is Urgent.ly Inc. taking in response to the Nasdaq notice?

Urgent.ly plans to timely request a hearing before a Nasdaq Hearings Panel, which will automatically stay further delisting action, and it intends to present a plan at the hearing to evidence compliance with Nasdaq Listing Rule 5550(b) while actively pursuing strategies to meet the continued listing standards.

Does a Nasdaq hearing guarantee Urgent.ly Inc. will remain listed?

No. Urgent.ly states there can be no assurance that the Nasdaq Hearings Panel will grant its request for continued listing or that the company will achieve compliance with the continued listing standards within any extension period that may be granted.

What prior Nasdaq notification did Urgent.ly Inc. receive about its listing status?

On March 19, 2025, Urgent.ly received a letter from Nasdaq’s Listing Qualifications Department stating that its net income from continuing operations had fallen below the minimum requirement under Listing Rule 5550(b) and that it did not meet the alternative criteria for market value of listed securities or stockholders’ equity.

How did Urgent.ly Inc. communicate these Nasdaq developments to the public?

Urgent.ly states it issued a press release on September 22, 2025 describing these Nasdaq listing developments, and that press release is attached as Exhibit 99.1 and incorporated by reference in the report.