--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-187754" form_type: "8-K" ticker: "ULYX" cik: "0001603652" company_name: "Urgent.ly Inc." filed_at: "2026-04-28T23:59:59+00:00" generated_at: "2026-05-15T02:51:40.316707+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Urgent.ly acquired by Agero at $5.50/share; merger closed April 28, 58.7% shares tendered ## Summary - Tender offer closed with 1,288,914 shares (~58.7% of outstanding) validly tendered; all conditions satisfied. - Merger effective April 28, 2026; stockholders received $5.50 per share in cash; Company now wholly owned by Agero. - All prior directors (Booth, Domanig, Doran, Micali, Pollock, Zyngier) resigned; new directors are Ferrick, Necheles, Blecher. - New officers include David Ferrick (President), Glenn Cusano (CFO), Jeffrey Blecher (COO), and others. - Certificate of incorporation and bylaws amended; outstanding RSUs/options cashed out at $5.50/share (less strike). ## SEC filing metadata - accession: 0001193125-26-187754 - form_type: 8-K - ticker: ULYX - cik: 0001603652 - company_name: Urgent.ly Inc. - filed_at: 2026-04-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/d44832d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-187754 - JSON: https://secwatch.observer/filing/0001193125-26-187754.json - Plain text: https://secwatch.observer/filing/0001193125-26-187754.txt ## Key facts - Executive change Ryan Pollock resigned as director at Urgent.ly Inc.. - Action: resigned source text: at the Effective Time, each of Mathew Booth, Gina Domanig, Suzie Doran, James M. Micali, Ryan Pollock and Alexandre Zyngier resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Mara F. Lupacchino was appointed as Treasurer at Urgent.ly Inc.. - Action: became - Role: Treasurer source text: (v) Mara F. Lupacchino, Treasurer. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Suzie Doran resigned as director at Urgent.ly Inc.. - Action: resigned source text: at the Effective Time, each of Mathew Booth, Gina Domanig, Suzie Doran, James M. Micali, Ryan Pollock and Alexandre Zyngier resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Gina Domanig resigned as director at Urgent.ly Inc.. - Action: resigned source text: at the Effective Time, each of Mathew Booth, Gina Domanig, Suzie Doran, James M. Micali, Ryan Pollock and Alexandre Zyngier resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Glenn Cusano was appointed as Chief Financial Officer at Urgent.ly Inc.. - Action: became - Role: Chief Financial Officer source text: (ii) Glenn Cusano, Chief Financial Officer; evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Peter Necheles was appointed as Secretary at Urgent.ly Inc.. - Action: became - Role: Secretary source text: (iv) Peter Necheles, Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Jeffrey Blecher was appointed as Chief Operating Officer at Urgent.ly Inc.. - Action: became - Role: Chief Operating Officer source text: (iii) Jeffrey Blecher, Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Mathew Booth resigned as director at Urgent.ly Inc.. - Action: resigned source text: at the Effective Time, each of Mathew Booth, Gina Domanig, Suzie Doran, James M. Micali, Ryan Pollock and Alexandre Zyngier resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Peter Necheles was appointed as director at Urgent.ly Inc.. - Action: became source text: The directors of Purchaser immediately prior to the Effective Time were David Ferrick, Peter Necheles and Jeffrey Blecher. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Jeffrey Blecher was appointed as director at Urgent.ly Inc.. - Action: became source text: The directors of Purchaser immediately prior to the Effective Time were David Ferrick, Peter Necheles and Jeffrey Blecher. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change James M. Micali resigned as director at Urgent.ly Inc.. - Action: resigned source text: at the Effective Time, each of Mathew Booth, Gina Domanig, Suzie Doran, James M. Micali, Ryan Pollock and Alexandre Zyngier resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change David Ferrick was appointed as President at Urgent.ly Inc.. - Action: became - Role: President source text: The executive officers of Purchaser immediately prior to the Effective Time were: (i) David Ferrick, President; evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change Alexandre Zyngier resigned as director at Urgent.ly Inc.. - Action: resigned source text: at the Effective Time, each of Mathew Booth, Gina Domanig, Suzie Doran, James M. Micali, Ryan Pollock and Alexandre Zyngier resigned from the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Executive change David Ferrick was appointed as director at Urgent.ly Inc.. - Action: became source text: The directors of Purchaser immediately prior to the Effective Time were David Ferrick, Peter Necheles and Jeffrey Blecher. evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - Governance Changes Urgent.ly Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm - M&A Transactions Urgent.ly Inc. underwent a change of control involving Agero, Inc. for $5.50 per share in cash (closed 2026-04-28). - Action: change of control - Counterparty: Agero, Inc. - Consideration: $5.50 per share in cash - Closing: 2026-04-28 source text: to purchase all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “ Common Stock ” and shares of Common Stock, “ Shares ”), in exchange for $5.50 in cash per Share, net to the holder thereof in cash, without interest and subject to any applicable withholding taxes (the “ Offer Price ”), subject to and in accordance with the evidence_url: https://www.sec.gov/Archives/edgar/data/1603652/000119312526187754/0001193125-26-187754-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.