Every 8-K that Urgent.ly Inc. (ULY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ULY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ULY filings page.
Urgent.ly Inc. completed its sale to Agero, Inc. through a tender offer and follow‑on merger. Agero’s subsidiary purchased all tendered Urgent.ly common shares for $5.50 in cash per share, then merged into the company, making Urgent.ly a wholly owned subsidiary of Agero.
Approximately 1,288,914 voting shares, or 58.7% of the outstanding voting stock, were validly tendered, satisfying the minimum condition. At the merger’s effective time, all remaining common shares were converted into the right to receive the same cash price, while vested RSUs and in-the-money options were cancelled and paid out in cash. Out-of-the-money options and a warrant expired without value.
Following closing, there was a formal change in control, the prior board members resigned, and the directors and officers of the Agero acquisition vehicle became the directors and officers of the surviving corporation. Urgent.ly’s certificate of incorporation and bylaws were also amended and restated in line with the merger agreement.
Urgent.ly Inc. announced that it failed to regain compliance with Nasdaq’s net income or alternative listing standards by the March 16, 2026 deadline. Nasdaq will suspend trading in the company’s common stock at the open on March 18, 2026, with delisting to follow after a Form 25 is filed.
The company expects its shares to be quoted on the OTC Markets platform and has applied to trade on the OTCQB Venture Market, though trading could temporarily occur on OTC Pink and there is no assurance of sustained liquidity or pricing. Urgent.ly will remain an SEC-reporting company while a planned cash tender offer by Agero, Inc. and a subsequent merger are pursued, and it does not expect the Nasdaq delisting to affect ongoing business operations.
Urgent.ly Inc. agreed to be acquired by Agero, Inc. for $5.50 in cash per share through a tender offer followed by a merger, after its board unanimously approved the deal and recommended that stockholders tender their shares. A wholly owned Agero subsidiary will launch the offer, which must receive at least a majority of outstanding shares and satisfy customary regulatory and closing conditions; the parties expect closing by the end of May 2026.
At closing, remaining shares, vested RSUs and in-the-money options will convert into cash based on the $5.50 price, while out-of-the-money options will be cancelled. Urgently also amended its MidCap revolving credit facility and second-lien term loan, temporarily cutting minimum liquidity covenants to $2 million and aligning near-term maturities and fees with successful completion of the merger. A termination of the merger under specified conditions could trigger a $3.0 million break fee.
For Q4 2025, Urgently reported revenue of $33.3 million, up 4% year over year, with gross profit rising to $8.7 million and gross margin improving to 26%. Full-year 2025 revenue was $129.2 million and GAAP operating loss narrowed to $8.9 million, while non-GAAP operating results were near breakeven.
Urgent.ly Inc. reported results from its 2025 Annual Meeting of Stockholders held on January 28, 2026. A total of 1,133,329 shares, representing 51.97% of the company’s common stock as of the November 6, 2025 record date, were present in person or by proxy, establishing a quorum.
Stockholders elected Class II directors Suzie Doran and James Micali to serve until the 2028 annual meeting or until a successor is elected or earlier departure. They received 393,213 and 390,623 votes “For,” respectively, with additional withheld votes and broker non-votes recorded.
Stockholders also ratified the appointment of CohnReznick LLP as Urgent.ly’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 906,437 votes “For,” 214,024 “Against,” and 12,868 “Withheld.”
Urgent.ly Inc. (NASDAQ: ULY) announced its 2025 Annual Meeting of Stockholders will be held virtually on December 29, 2025 at 11:00 a.m. Eastern. The Board set November 6, 2025 as the record date for stockholders entitled to receive notice and vote.
Stockholder proposals for inclusion in the proxy materials under Rule 14a-8 must be received by November 3, 2025. Notices for director nominations or other business not intended for inclusion are also due by the close of business on November 3, 2025, and must comply with Delaware law, SEC rules, and the Company’s bylaws. To comply with the universal proxy rules, stockholders soliciting proxies for alternative nominees must provide Rule 14a-19 notice by November 3, 2025.
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.
Urgent.ly Inc. (ULY) furnished a press release reporting its financial results for the three- and six-month periods ended June 30, 2025. The company, incorporated in Delaware and listed on NASDAQ, included that press release as Exhibit 99.1 to this Form 8-K. The filing specifies the exhibit is 'furnished' and therefore not deemed 'filed' under the Exchange Act, so the release is not automatically incorporated by reference into other Securities Act filings. This 8-K does not include any numeric financial figures or operational metrics; readers must consult Exhibit 99.1 for the detailed results.
Urgent.ly Inc. reported that its Chief Financial Officer, Michael H. Port, separated from the company effective August 5, 2025. His departure is classified as "without cause" under his May 27, 2025 promotion letter, and, subject to his compliance with that agreement and signing the company’s standard severance and release, he will receive the payments and benefits provided there.
Effective upon his separation, the board appointed CEO Matthew Booth as the company’s principal financial officer in addition to his existing role as Chief Executive Officer, and Andrea Makkai, the Corporate Controller, as principal accounting officer. Both will continue under their existing compensation arrangements, and Ms. Makkai will enter into the company’s standard indemnification agreement for officers and directors.