[8-K] Urgent.ly Inc. Reports Material Event

Rhea-AI Filing Summary

LuxUrban Hotels Inc. (Nasdaq: LUXHP) has filed Form 25 with Nasdaq, initiating the removal of its Common Stock and 13.00% Series A Cumulative Redeemable Preferred Stock from listing and registration under Section 12(b) of the Securities Exchange Act of 1934.

The filing was signed by Nasdaq on 11 July 2025, indicating that the exchange believes it has met all regulatory requirements to delist the securities. The notice references Rule 12d2-2(b), which covers exchange-initiated delistings, suggesting the action was driven by Nasdaq rather than a voluntary request from the issuer. Once the Form 25 becomes effective (typically ten days after filing), the securities will no longer be traded on Nasdaq and their registration under the Exchange Act will be withdrawn 90 days thereafter, unless the company takes alternative steps.

Key implications for investors:

• Loss of Nasdaq listing often results in reduced liquidity, wider bid-ask spreads, and potential migration to over-the-counter markets.
• Delisting may trigger covenants in debt or preferred instruments and can affect institutional ownership thresholds tied to exchange-listed status.
• No financial performance data or explanation for the delisting is provided in this filing; investors must look for additional disclosures or 8-K filings for context.

Positive

• None.

Negative

• Loss of Nasdaq listing reduces liquidity and may pressure valuation.
• Exchange-initiated delisting implies compliance or financial deficiencies, elevating risk perception.
• Preferred shareholders face increased trading friction and potential covenant breaches.

Insights

Equity Research Analyst

TL;DR: Nasdaq is delisting LuxUrban’s common and Series A preferred shares; liquidity and perception risks rise.

The Form 25 confirms that LuxUrban Hotels will lose its Nasdaq listing for both its common equity and 13% Series A preferred. Because the exchange checked Rule 12d2-2(b), the action appears exchange-initiated, implying compliance or financial deficiencies. Delisting typically compresses valuation multiples as sell-side coverage, institutional ownership, and trading volumes drop. The preferred shares’ high 13% coupon already signals elevated credit risk; losing an exchange listing further narrows the investor pool and could impact future capital-raising capability. Investors should monitor subsequent company statements or 8-K filings for root causes, any appeal process, or plans to seek an alternative listing such as NYSE American or OTCQX.

Corporate Governance Specialist

TL;DR: Exchange-initiated delisting reflects governance/compliance shortcomings and heightens oversight concerns.

When Nasdaq files Form 25 under Rule 12d2-2(b), it typically follows unresolved deficiencies—late filings, minimum bid price violations, or corporate governance lapses. The absence of issuer-driven Rule 12d2-2(c) language suggests LuxUrban did not voluntarily delist, which is a red flag for governance practices. Stakeholders should scrutinize board actions, disclosure timeliness, and auditor communications for potential material weaknesses. Delisting can limit shareholder protections afforded by exchange rules, shifting reliance to state law and OTC market standards. The impact is materially negative until the issuer restores compliance or secures a new listing.

0001603652false00016036522025-07-112025-07-11

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): July 11, 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)

8609 Westwood Center Drive, Suite 810

Vienna, VA 22182

(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 1.01 Entry into a Material Definitive Agreement.

On July 11, 2025, in connection with the launch of an “at the market” offering program, Urgent.ly Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent” or “A.G.P.”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $4,025,821 (the “Shares”) during the term of the Sales Agreement through A.G.P. acting as agent. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Sales Agreement. The offering and sale of the Shares will be made pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-288523), which was initially filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2025 and declared effective by the SEC on July 11, 2025. The Company intends to use the net proceeds from the offering, if any, for working capital and general corporate purposes.

The Company may, from time to time and subject to the terms of the Sales Agreement, sell the Shares thereunder, but is not obligated to sell any such Shares. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonably efforts to sell, on the Company’s behalf, the Shares offered by the Company under the Sales Agreement. The Agent may sell such Shares by any methods determined to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including without limitation sales made directly on The Nasdaq Capital Market or any other existing trading market for the Common Stock or to or through a market maker. With the Company’s prior written consent, the Agent may also sell Shares in privately negotiated transactions.

The Company has agreed to pay the Agent a commission of up to 3.6% of the gross sales price of such Shares pursuant to the Sales Agreement. The Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement, nor shall there be any sale of such Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on May 21, 2025, Timothy C. Huffmyer, Chief Financial Officer of the Company tendered his resignation as Chief Financial Officer to be effective as of June 6, 2025. On July 11, 2025, the Company entered into an Advisor Agreement (the “Advisor Agreement”) with Mr. Huffmyer effective June 6, 2025, pursuant to which Mr. Huffmyer will continue to provide certain transitional services to the Company until the earlier of (i) October 31, 2025 and (ii) termination of the Advisor Agreement by the Company. The Advisor Agreement may be renewed by mutual, written agreement between Mr. Huffmyer and the Company’s Chief Executive Officer for an additional period as agreed upon. Mr. Huffmyer will receive $250.00 per hour for up to four hours per week during this period as compensation for his services.

The foregoing summary of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Advisor Agreement, a copy of which the Company plans to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Item 9.01 Financial Statements and Exhibits.
 

(d) Exhibits.

1.1		Sales Agreement, dated July 11, 2025, by and between Urgent.ly Inc. and A.G.P./Alliance Global Partners
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 11, 2025

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

FAQ

Why is LuxUrban Hotels (LUXHP) being delisted from Nasdaq?

Nasdaq filed Form 25 under Rule 12d2-2(b), indicating the exchange is removing the securities due to unmet listing requirements.

Which LuxUrban securities are affected by the Form 25?

Both the Common Stock and the 13.00% Series A Cumulative Redeemable Preferred Stock will be delisted.

When does the LuxUrban delisting become effective?

A Form 25 generally becomes effective 10 days after filing, with Exchange Act registration terminating 90 days later.

How will delisting impact trading of LUXHP shares?

Post-delisting, shares typically move to over-the-counter markets, reducing liquidity and widening bid-ask spreads.

Is the LuxUrban delisting voluntary?

The filing cites Rule 12d2-2(b), suggesting Nasdaq, not the issuer, initiated the action.

Where can investors find more details on LuxUrban’s status?

Look for subsequent SEC filings (e.g., Form 8-K) or company press releases explaining the delisting circumstances.