Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, Urgent.ly Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”) 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”) or the alternative listing criteria for market value of listed securities or stockholders’ equity under the Rule. Due to such noncompliance, Nasdaq notified the Company that it would be subject to delisting. The Company requested an appeal hearing, which stayed the delisting action, subject to the Company demonstrating compliance with the Rule on or before March 16, 2026 (the “Compliance Deadline”).
On March 13, 2026, the Company notified Nasdaq that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), and confirmed to Nasdaq on March 16, 2026 that it had not regained compliance with the Rule as of the Compliance Deadline. Subsequently, Nasdaq delivered a letter to the Company confirming that the Company had not satisfied the conditions to regain compliance with the Rule and therefore that trading of the Company’s common stock, par value $0.001 per share (“Common Stock”), would be suspended at the open of trading on March 18, 2026. The delisting will be effective 10 days after Nasdaq files a Form 25 Notification of Delisting with the Securities and Exchange Commission.
The Company expects and plans for its shares of Common Stock to be quoted by the OTC Markets Group, Inc. (“OTC”) upon being delisted from Nasdaq and has submitted an application to have its securities traded on the OTCQB Venture Market (“OTCQB”) of OTC. While the Company intends to have its Common Stock quoted on the OTCQB, the Company’s Common Stock may temporarily trade on OTC Pink until the transfer to OTCQB is finalized. There can be no assurance that trading in the Company’s securities will commence or continue on the OTC or other market or that such trading will occur at volumes or prices to facilitate efficient market activities.
The Company will continue to remain a reporting company under the Securities Exchange Act of 1934, as amended, until the consummation of the Offer (as defined below), the Merger (as defined below), and any transactions contemplated therein, and the transition to the OTC is not expected to affect the Company’s business operations. The Company will make additional disclosures relating to post-suspension trading as that information becomes available.
Additional Information and Where to Find It
The acquisition of all of the Company’s issued and outstanding shares of Common Stock by Agero, Inc., a Nevada corporation, (“Parent”) through a cash tender offer (the “Offer”) has not yet commenced. This Current Report on Form 8-K is for informational purposes only and does not constitute a recommendation with respect to the proposed tender offer, an offer to purchase, or a solicitation of an offer to sell any securities of the Company or any other entity, nor is it a substitute for any tender offer materials that Parent, Medford Hawk, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”) or the Company will file with the SEC. A solicitation and an offer to buy securities of the Company will be made only pursuant to an offer to purchase and related materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser will file a Tender Offer Statement on Schedule TO with the SEC, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at www.sec.gov. Investors and securityholders may also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that the Company has filed with or furnished to the SEC under the “SEC Filings” section of the Company’s investor relations website at https://investors.geturgently.com/financials/sec-filings.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements”. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “could,” “expects,” “plans,” “anticipates,” “believes,” and similar expressions intended to identify forward-looking statements. These statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include,
