Urgent.ly Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger.
“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”
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).
“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”
Jeffrey Blecher was appointed as director at Urgent.ly Inc..
“The directors of Purchaser immediately prior to the Effective Time were David Ferrick, Peter Necheles and Jeffrey Blecher.”
Peter Necheles was appointed as director at Urgent.ly Inc..
“The directors of Purchaser immediately prior to the Effective Time were David Ferrick, Peter Necheles and Jeffrey Blecher.”
David Ferrick was appointed as director at Urgent.ly Inc..
“The directors of Purchaser immediately prior to the Effective Time were David Ferrick, Peter Necheles and Jeffrey Blecher.”
Mara F. Lupacchino was appointed as Treasurer at Urgent.ly Inc..
“(v) Mara F. Lupacchino, Treasurer.”
Peter Necheles was appointed as Secretary at Urgent.ly Inc..
“(iv) Peter Necheles, Secretary”
Jeffrey Blecher was appointed as Chief Operating Officer at Urgent.ly Inc..
“(iii) Jeffrey Blecher, Chief Operating Officer”
Glenn Cusano was appointed as Chief Financial Officer at Urgent.ly Inc..
“(ii) Glenn Cusano, Chief Financial Officer;”
David Ferrick was appointed as President at Urgent.ly Inc..
“The executive officers of Purchaser immediately prior to the Effective Time were: (i) David Ferrick, President;”
Alexandre Zyngier resigned as director at Urgent.ly Inc..
“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.”
Ryan Pollock resigned as director at Urgent.ly Inc..
“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.”
James M. Micali resigned as director at Urgent.ly Inc..
“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.”
Suzie Doran resigned as director at Urgent.ly Inc..
“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.”
Gina Domanig resigned as director at Urgent.ly Inc..
“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.”
Mathew Booth resigned as director at Urgent.ly Inc..
“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.”
Listing & Compliance Notices
Urgent.ly Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)).
“chase 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”
Earnings Releases
Urgent.ly Inc. reported the three and twelve months ended December 31, 2025 results: revenue $33.3 million.
“partners and developing new customer partner opportunities, while continuing to deliver exceptional customer satisfaction scores.” Fourth Quarter 2025 Updates: • Revenue of $33.3 million, an increase of 4% year over year. • Gross profit of $8.7 million, an increase of 23% year over year. • Gross margin of 26% compared to 22% in the prior year period. • GAAP”
Material Agreements
Urgent.ly Inc. entered into Merger Agreement with Agero, Inc. and Medford Hawk, Inc. (effective 2026-03-13).
“On March 13, 2026, Urgent.ly Inc. (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Agero, Inc., a Nevada corporation (“ Parent ”), and Medford Hawk, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”).”
Listing & Compliance Notices
Urgent.ly Inc. received a nasdaq delisting notice notice regarding other (rules 5550(b)).
“September 16, 2025, the Staff notified the Company that, based upon the Company’s continued non-compliance with the Rule as of September 15, 2025, the Company’s securities were subject to delisting from Nasdaq at the open of business on September 25, 2025 unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will automatically stay any further action by Nasdaq at least pending the conclusion of the hearing and the expiration of any extension period that may be granted by the Pan”
Michael Port was appointed as Chief Financial Officer at Urgent.ly Inc..
“On May 27, 2025, the Company announced the appointment of Michael Port as Chief Financial Officer of the Company, effective June 6, 2025”
Timothy C. Huffmyer resigned as Chief Financial Officer at Urgent.ly Inc..
“On May 21, 2025, Timothy C. Huffmyer, Chief Financial Officer of Urgent.ly Inc. (the “Company”) tendered his resignation as Chief Financial Officer to be effective as of June 6, 2025”
Listing & Compliance Notices
Urgent.ly Inc. received a nasdaq deficiency notice notice regarding other (rules 5550(b)(3)).
“March 19, 2025, Urgent.ly Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company 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)(3) (the “Minimum Net Income Requirement”). The Notice also noted that the Company does not meet the alternatives of market value of listed securities or stockholders’ equity (collectively with the Minimum Net Income Requirement”
Alexandre Zyngier was appointed as Class III director at Urgent.ly Inc..
“appointed Alexandre Zyngier to serve as a Class III director, with an initial term expiring at the Company's 2026 annual meeting of stockholders.”
Earnings Releases
Urgent.ly Inc. reported the first quarter ended March 31, 2024 results: revenue $40.1 million.
“executing our strategic priorities positions the company for long-term shareholder value creation,” said Matt Booth, CEO of Urgently. First Quarter 2024 Highlights: • Revenue of $40.1 million, a decrease of 19% year over year. • Gross profit of $9.4 million, an increase of 1% year over year. • Gross margin of 23% compared to 19% in the prior year period. • GAAP”
Earnings Releases
Urgent.ly Inc. reported financial results for fourth quarter and full-year ended December 31, 2023.
“On March 14, 2024, Urgent.ly Inc. issued a press release announcing its financial results for the three and twelve months ended December 31, 2023.”
Material Agreements
Urgent.ly Inc. amended Fourth Amendment to Loan and Security Agreement with Alter Domus (US) LLC valued at $40.0 million aggregate principal amount of term loans outstanding under the Amended Highbridge Loan (effective 2024-01-19).
“On January 19, 2024, Urgent.ly Inc. (the “Company”) entered into a Fourth Amendment to Loan and Security Agreement (the “Fourth Highbridge Amendment”), among the Company, the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative and collateral agent (in such capacity, the “HB Agent”).”
Material Agreements
Urgent.ly Inc. entered into Third Amended and Restated Loan and Security Agreement with Ocean II PLO LLC valued at $10.0 million aggregate principal amount of term loans outstanding (effective 2024-01-19).
“On January 19, 2024, Urgent.ly Inc. (the “Company”) entered into a Third Amended and Restated Loan and Security Agreement (the “Third A&R Structural Loan Agreement”), among the Company, the other loan parties party thereto, the lenders party thereto and Ocean II PLO LLC, as administrative and collateral agent (in such capacity, the “SCI Agent”).”
Earnings Releases
Urgent.ly Inc. reported financial results for the three and nine months ended September 30, 2023.
“On November 14, 2023, Urgent.ly Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2023.”
Governance Changes
Urgent.ly Inc.: Amended and restated bylaws became effective as of the Effective Time (October 19, 2023) (effective 2023-10-19).
“Additionally, the amended and restated bylaws (the “ A&R Bylaws ”) became effective as of the Effective Time.”
Governance Changes
Urgent.ly Inc.: Amended and restated certificate of incorporation became effective upon filing with the Secretary of State of Delaware on October 19, 2023 (effective 2023-10-19).
“In connection with the consummation of the Merger, the amended and restated certificate of incorporation (the “ A&R Certificate of Incorporation ”) became effective upon filing with the Secretary of State of the State of Delaware on October 19, 2023.”
M&A Transactions
Urgent.ly Inc. completed an acquisition involving Otonomo Technologies Ltd. for 5,427,789 shares of its common stock (closed 2023-10-19).
“to the terms of the Merger Agreement (the “ Effective Time ”), upon the terms and subject to the conditions set forth in the Merger Agreement, the Company issued an aggregate of 5,427,789 shares of its common stock, par value $0.001 per share (the “Common Stock”), to former Otonomo shareholders, based on an exchange ratio of 0.51756 shares of Common Stock for each”
Benjamin Volkow was appointed as Class III director at Urgent.ly Inc..
“On September 22, 2023, Benjamin Volkow was appointed to the Board, effective October 19, 2023, to serve as a Class III director with a term of office expiring at the Company’s annual meeting of stockholders to be held in 2026.”
Andrew Geisse was appointed as Class II director at Urgent.ly Inc..
“On October 13, 2023, Andrew Geisse was appointed to the Board, effective October 19, 2023, to serve as a Class II director with a term of office expiring at the Company’s annual meeting of stockholders to be held in 2025.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.