Welcome to our dedicated page for Urgent.ly SEC filings (Ticker: ULY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Urgent.ly Inc. filings document the company’s roadside assistance technology business, governance matters and completed public-company transition following its acquisition by Agero. The record includes 8-K disclosures for material agreements, the tender-offer and merger completion, Nasdaq listing-status notices, and registered common-stock information.
Proxy materials and annual-meeting filings cover director elections, auditor ratification, shareholder proposal deadlines and board governance. Form 25 documents the removal of Urgent.ly common stock from Nasdaq listing and registration, while related disclosures address OTCQB trading status, capital structure and reporting-company matters.
Urgent.ly Inc. (Nasdaq: ULY) has filed a Form S-3 shelf registration statement covering the resale of up to 112,038 already-issued common shares (≈8.0% of the 1.40 million shares outstanding) by seven lending funds that participated in a February 26 2025 private placement tied to an eighth amendment of the company’s Second Lien Loan Agreement. The shares were automatically issued on July 1 2025 after Urgent.ly failed to repay its second-lien obligations in full by that date. No new shares will be issued and the company will receive no cash proceeds; any selling activity will be executed directly by the investors and may occur “from time to time” under Rule 415.
Capital-structure implications. The February amendment extended the maturity of the high-coupon Second Lien debt from March 31 2025 to July 31 2026, allowed payment-in-kind (PIK) interest at 16% until a future cut-off, then 13% cash interest thereafter, and generated a $2.6 million amendment fee settled in stock (113,170 initial shares issued on signing and the 112,038 shares now registered). The filing formalises previously granted registration rights, removing transfer restrictions and potentially adding trading liquidity, but also introduces an overhang that could pressure the share price when the funds decide to exit.
Business context. Urgent.ly provides a software platform for connected roadside assistance and remains classified as both an “emerging growth company” and a “smaller reporting company,” enabling scaled-down disclosure and delayed adoption of certain accounting standards. The company has incurred cumulative losses since its 2013 inception, and the most recent audit report (CohnReznick LLP, March 14 2025) contains a going-concern qualification. Management warns of liquidity risk, covenant-breach history, customer concentration, cybersecurity exposure and dependence on AWS.
Key takeaways for investors:
- No dilution beyond shares already counted in the outstanding total, but the resale could increase daily float and volatility.
- The filing signals ongoing reliance on expensive second-lien financing; repayment was not achieved by the July 1 deadline, highlighting cash-flow constraints.
- Because Urgent.ly will not raise capital in this transaction, its ability to fund operations remains tied to cash on hand, future borrowings and operating cash-flow—none of which are addressed in the prospectus.
- The shelf registration satisfies contractual obligations in the Registration Rights Agreement, removing potential default triggers with the lenders.