Urgent.ly sale accepted at $5.50 per share

Urgent.ly Inc. has been acquired via a tender offer: Medford Hawk, Inc. (offeror) accepted 1,288,914 shares tendered at $5.50 per share, representing approximately 58.7% of outstanding common stock as of the offer expiration.

Rhea-AI Filing Summary

Urgent.ly Inc. has been acquired via a tender offer: Medford Hawk, Inc. (offeror) accepted 1,288,914 shares tendered at $5.50 per share, representing approximately 58.7% of outstanding common stock as of the offer expiration.

All conditions to the offer were satisfied and the offeror accepted the shares. The parties expect to effect a merger under Section 251(h) of the DGCL, with the company becoming a wholly owned subsidiary of Agero, Inc. and the common stock to be delisted and deregistered; shares will cease trading prior to the OTCQB open on April 28, 2026.

Positive

• Tender achieved controlling stake: 1,288,914 shares tendered (≈58.7%), satisfying the Minimum Condition
• Clear path to close: Offeror accepted all valid tenders and expects to effect the Merger under Section 251(h) of the DGCL

Negative

• Delisting and deregistration: All Shares will cease trading and will be delisted from the OTCQB prior to the opening on April 28, 2026
• Public float eliminated: Following the Merger, Urgent.ly will become a wholly owned subsidiary and shares will no longer be outstanding

Insights

M&A Corporate Counsel

Transaction reached minimum acceptance and will close via a Section 251(h) short-form merger.

The tender offer achieved valid tenders of 1,288,914 shares (about 58.7%), satisfying the Minimum Condition and enabling a Merger without a stockholder vote under Section 251(h) of the DGCL. The Offeror accepted all valid tenders and will pay $5.50 per share.

Post-close mechanics include delisting from the OTCQB and deregistration. Parties and counterparties should watch closing deliveries and the official effective time on April 28, 2026.

Investor Relations Advisor

Shareholders tendered a controlling stake, triggering de‑listing and cash-out at the stated price.

Holders who validly tendered will receive cash in the amount of $5.50 per Share at closing. Shares not tendered will be converted into the right to receive the same cash consideration upon the Merger, except for permitted excluded holders and appraisal rights.

Public trading will cease and the company will become a wholly owned subsidiary of Parent on the expected April 28, 2026.

Key Figures

Offer Price: $5.50 per Share Shares tendered: 1,288,914 shares Percent tendered: 58.7% +2 more

5 metrics

Offer Price $5.50 per Share Offer to Purchase dated March 30, 2026

Shares tendered 1,288,914 shares Validly tendered and not withdrawn as of offer expiration

Percent tendered 58.7% Percentage of issued and outstanding Shares at offer expiration

Expected merger date April 28, 2026 Expected effect of Section 251(h) Merger

Offer expiration April 25, 2026 Offer expired at 12:00 midnight, New York City time

Key Terms

Tender Offer, Section 251(h) of the DGCL, Delisted and deregistered

3 terms

Tender Offer financial

"offer by the Offeror to acquire any and all of the issued and outstanding shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Section 251(h) of the DGCL regulatory

"complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h)"

Delisted and deregistered market

"all Shares will be delisted from the OTCQB and deregistered under the Securities Exchange Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Medford Hawk / Agero pay per Urgent.ly (ULYX) share?

Medford Hawk / Agero offered $5.50 per share in cash. The Offer Price is $5.50 per Share, net to holders, subject to applicable tax withholding and payable at closing of the accepted tenders.

How many Urgent.ly (ULYX) shares were tendered and what percent did that represent?

1,288,914 shares were validly tendered and not withdrawn. That amount represents approximately 58.7% of the issued and outstanding Shares as of the offer expiration time.

Will Urgent.ly (ULYX) remain publicly traded after the merger?

No. The filing states all Shares will cease trading and be delisted and deregistered. The company will become a wholly owned subsidiary of Parent and the Shares will be delisted from the OTCQB prior to trading on April 28, 2026.

When will the merger close and how does it affect shareholders?

The parties expect to effect the Merger on April 28, 2026. Shareholders of record will receive the cash consideration equal to the Offer Price upon conversion of their shares at the effective time, subject to specified exclusions and appraisal rights.

Did the tender meet the minimum condition required to complete the merger?

Yes. The number of Shares validly tendered and not withdrawn satisfied the Minimum Condition, and the Offeror irrevocably accepted all such Shares for payment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 08:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

Urgent.ly Inc.

(Name of Subject Company (Issuer))

Medford Hawk, Inc.

(Name of Filing Person (Offeror))

Agero, Inc.

(Name of Filing Person (Parent of Offeror))

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

916931207

(CUSIP Number of Class of Securities)

Peter Necheles

Chief Legal Officer

400 Rivers Edge Drive

Medford, MA 02155

781-393-9300

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Mark B. Stein, Esq.

Robert W. Dickey, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

(212) 309-6000

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 to Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Amendment No. 3”) is being filed by Medford Hawk, Inc., a Delaware corporation (the “Offeror”), and Agero, Inc., a Nevada corporation (“Parent”), and amends and supplements the Tender Offer Statement on Schedule TO previously filed by the Offeror and Parent, with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Schedule TO”), with respect to the offer by the Offeror to acquire any and all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Urgent.ly Inc., a Delaware corporation (the “Company” or “Urgently”), at a purchase price of $5.50 per Share, net to the holders thereof, in cash, without interest thereon and subject to any applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 30, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Agreement and Plan of Merger described below, collectively constitute the “Offer”), copies of which are annexed to and filed with the Schedule TO, as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All the information set forth in the Offer to Purchase, including Schedule A thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment No. 3. This Amendment No. 3 should be read together with the Schedule TO.

Except as otherwise set forth in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal, as amended.

This Amendment No. 3 is being filed to amend and supplement Items 1 through 9 and Item 11, and Item 12, as reflected below.

Items 1 through 9 and Item 11.

Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:

The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, on April 25, 2026 (one minute after 11:59 P.M., New York City time, on April 24, 2026). The Depositary and Paying Agent has indicated that, as of the Expiration Time, a total of 1,288,914 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 58.7% of the issued and outstanding Shares as of the Offer Expiration Time.

The number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, the Offeror irrevocably accepted for payment all such Shares validly tendered into and not withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.

As a result of its acceptance of the Shares tendered in the Offer, the Offeror acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, on April 28, 2026, the Offeror expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Offeror will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. At the closing of the Merger, each outstanding share of Common Stock issued and outstanding immediately prior to the effective time of the Effective Time (other than Shares held by the Company as treasury stock, Parent, the Offeror or any direct or indirect wholly owned subsidiary of Parent or Offeror, in each case immediately before the Effective Time, and Shares held by any stockholders or owned by any beneficial owners of Shares who are entitled to and properly exercise and perfect (and do not lose or withdraw) a demand for appraisal rights in accordance with Section 262 of the DGCL) will be converted into the right to receive cash in an amount equal to the Offer Price. As a result of the Merger, prior to the opening of trading on the OTCQB Venture Market (“OTCQB”) on April 28, 2026, all Shares will cease trading, and following the consummation of the Merger, all Shares will be delisted from the OTCQB and deregistered under the Securities Exchange Act of 1934, as amended and the Company will become a wholly owned subsidiary of Parent. From and after the closing of the Merger, all such Shares will no longer be outstanding and will cease to exist.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 27, 2026

MEDFORD HAWK, INC.
By:		/s/ Peter Necheles
Name:		Peter Necheles
Title:		Secretary
AGERO, INC.
By:		/s/ Peter Necheles
Name:		Peter Necheles
Title:		Chief Legal Officer and Secretary