Basisstatistiken
| CIK | 1603652 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Urgent.ly Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| May 11, 2026 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 001-41841 Commission File Number URGENT.LY INC. (Exact name of registrant as specified in it |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026 POS AM As filed with the Securities and Exchange Commission on April 28, 2026 Registration No. |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026 POS AM As filed with the Securities and Exchange Commission on April 28, 2026 Registration No. |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026 S-8 POS As filed with the Securities and Exchange Commission on April 28, 2026 Registration No. |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026 S-8 POS As filed with the Securities and Exchange Commission on April 28, 2026 Registration No. |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026 POS AM As filed with the Securities and Exchange Commission on April 28, 2026 Registration No. |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026 S-8 POS As filed with the Securities and Exchange Commission on April 28, 2026 Registration No. |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026 S-8 POS As filed with the Securities and Exchange Commission on April 28, 2026 Registration No. |
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| April 28, 2026 |
AMENDED AND RESTATED BYLAWS URGENT.LY INC., A Delaware Corporation EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF URGENT.LY INC., A Delaware Corporation TABLE OF CONTENTS Page 1. Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 2. Meetings Of Stockholders 1 2.1 Annual Meeting 1 2.2 Meetings by Remote Communication 1 2.3 Notice of Meetings 1 2.4 Timing of Notice 1 2.5 Voting List 1 2.6 Special Meetings 2 2.7 Scope of Business at Special Meeting |
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| April 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2026 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 28, 2026 |
EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION URGENT.LY INC. EX-3.1 Exhibit 3.1 EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENT.LY INC. FIRST: The name of the corporation is: Urgent.ly Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, 19801 County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpos |
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| April 27, 2026 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 916931207 (CUSIP Numbe |
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| April 21, 2026 |
Text Message to Shareholders from D.F. King & Co., acting as Information Agent for the Offer. EX-99.A Exhibit (a)(5)(I) Text Message to Shareholders from D.F. King & Co., acting as Information Agent for the Offer. Text 2 - April 21, 2026 INITIAL MESSAGE URGENT ACTION REQUIRED: Agero, Inc. is offering $5.50/share in cash for your Urgent.ly (ULY) shares. Contact your broker NOW if you wish to tender your shares before the offer expires. Your broker may have a deadline earlier than the Offer |
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| April 21, 2026 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 916931207 (CUSIP Numbe |
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| April 17, 2026 |
Text Message to Shareholders from D.F. King & Co., acting as Information Agent for the Offer. EX-99.(a)(5)(H) Exhibit (a)(5)(H) Text Message to Shareholders from D.F. King & Co., acting as Information Agent for the Offer. Agero, Inc. is offering $5.50 cash per share for your Urgent.ly (ULY) stock—a 170.9% premium over the pre-deal price. Contact your broker immediately if you wish to tender your shares. Reply MORE to view the offering materials. Reply STOP to opt-out. Questions: D.F. King, |
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| April 17, 2026 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 916931207 (CUSIP Numbe |
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| March 31, 2026 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 30, 2026 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 916931207 (CUSIP Number of Class of Securi |
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| March 30, 2026 |
Urgent.ly Inc. 44927 George Washington Blvd, Suite 265, Office 209 Ashburn, VA 20147 EX-99.1 Exhibit 99.1 Execution Version Urgent.ly Inc. 44927 George Washington Blvd, Suite 265, Office 209 Ashburn, VA 20147 March 27, 2026 Agero, Inc. 400 Rivers Edge Drive Medford, MA 02155 Ladies and Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger, dated as of March 13, 2026 (the “Agreement”), by and among Agero, Inc., a Nevada corporation (“Parent”), Medford Haw |
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| March 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41841 URGENT.LY INC. |
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| March 27, 2026 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| March 27, 2026 |
As filed with the Securities and Exchange Commission on March 27, 2026 As filed with the Securities and Exchange Commission on March 27, 2026 Registration No. |
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| March 27, 2026 |
EXHIBIT 10.9 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Michael Port (“Employee”) and Urgent.ly Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company; WHEREAS, Employee signed an offer letter with the Company on May 12, 2025 (t |
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| March 27, 2026 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Urgent.ly Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our amended and restated certificate of incorporation (our “Charter”) and our bylaws (our “Bylaws”). T |
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| March 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2026 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 17, 2026 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 916931207 (CUSIP Number of Class of Securi |
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| March 16, 2026 |
EX-99.2 EXHIBIT 99.2 Joint Press Release Final Agero Enters into Agreement to Acquire Urgently, for $5.50 in Cash Per Share, Expanding Tech-Driven Roadside Assistance Across Automotive, Fleet, Rental, and Insurance Markets Acquisition combines Urgently and Agero’s industry-leading technology and scale to enhance experiences for automakers, insurers, mobility and service providers MEDFORD, Mass. & |
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| March 16, 2026 |
EX-99.2 Exhibit 99.2 LinkedIn Post Additional Information and Where to Find It The tender offer has not yet commenced. This communication is for informational purposes only and does not constitute a recommendation with respect to the proposed tender offer, an offer to purchase, or a solicitation of an offer to sell any securities of the Company or any other entity, nor is it a substitute for any t |
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| March 16, 2026 |
AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT EX-2.2 Exhibit 2.2 AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT This AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”), is made as of March 13, 2026, by and among URGENT.LY INC., a Delaware corporation (“Urgent.ly”), each of the direct and indirect Subsidiaries of Urgent.ly listed on the signature pages hereto and each additional borrower that may hereafte |
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| March 16, 2026 |
EX-2.4 Exhibit 2.4 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (“Agreement”), dated as of March 13, 2026, is made by and among Agero, Inc., a Nevada corporation (“Parent”), Medford Hawk, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and the undersigned holder (“Stockholder”) of shares of common stock, par value $0.00 |
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| March 16, 2026 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 916931207 (CUSIP Number of Class of Securi |
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| March 16, 2026 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 916931207 (CUSIP Number of Class of Securi |
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| March 16, 2026 |
EX-99.1 EXHIBIT 99.1 URGENTLY ANNOUNCES FOURTH QUARTER 2025 FINANCIAL RESULTS Urgently Delivers Q4 2025 Revenue Growth, Margin Expansion, GAAP Operating Loss Reduction and Non-GAAP Operating Income ASHBURN, VA – March 13, 2026 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial resu |
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| March 16, 2026 |
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-2.3 Exhibit 2.3 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of March 13, 2026 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower” or “Urgent.ly”), each Subsidiary of Urgent.ly party hereto as a Borrower or Loan Party, as the case may be, Alter Domus (US) LLC, a Delaware limited liability |
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| March 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2026 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 16, 2026 |
Agero and Urgently are Joining Forces to Redefine Roadside Excellence EX-99.2 Exhibit 99.2 Subject: Agero and Urgently are Joining Forces to Redefine Roadside Excellence I am pleased to share that Urgently has entered into a merger agreement with Agero. This is a strategic milestone for our industry. By bringing together the two most forward-thinking, platform-led organizations in the market, we are creating a unified roadmap that combines enterprise scale with |
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| March 16, 2026 |
& Urgently: Business as Usual with More Opportunity EX-99.3 Exhibit 99.3 Subject: Agero & Urgently: Business as Usual with More Opportunity Hi [Service Provider], We have some big news to share: We have officially entered into an agreement for Agero to acquire Urgently. For our network of independent service providers, this is a major win. By bringing these two companies together, we are consolidating a massive amount of high-value work under one r |
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| March 16, 2026 |
EX-99.1 Exhibit 99.1 To: All Urgently Employees From: Matt Booth Date/Time: March 13, 2026 Subject: A Transformational Moment for Urgently: Joining the Agero Family Team, Today marks a defining moment in Urgently’s journey. We have officially entered into an agreement for Agero to acquire Urgently. For years, we have built a reputation as an innovative, data-driven disruptor in the roadside indust |
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| March 16, 2026 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Urgent.ly Inc. (Name of Subject Company) Urgent.ly Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 916931207 (CUSIP Number of Class of Securi |
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| March 16, 2026 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AGERO, INC., MEDFORD HAWK, INC. and URGENT.LY INC. Dated March 13, 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 18 1.3 Certain Interpretations 20 1.4 Company Disclosure Letter 24 ARTICLE II 24 2.1 The Offer 24 2.2 Company Actions 28 ARTICLE III THE MERGER 30 3. |
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| March 16, 2026 |
EX-99.1 Exhibit 99.1 LinkedIn Post Additional Information and Where to Find It The tender offer has not yet commenced. This communication is for informational purposes only and does not constitute a recommendation with respect to the proposed tender offer, an offer to purchase, or a solicitation of an offer to sell any securities of the Company or any other entity, nor is it a substitute for any t |
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| January 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N |
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| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41841 URGENT.LY INC. (Exa |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| November 12, 2025 |
EXHIBIT 99.1 URGENTLY ANNOUNCES THIRD QUARTER 2025 FINANCIAL RESULTS Urgently Delivers Q3 2025 Revenue Growth, Margin Expansion, GAAP Operating Loss Reduction and Non-GAAP Operating Income ASHBURN, VA – November 12, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results fo |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N |
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| September 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| September 22, 2025 |
Urgently Receives Nasdaq Notice of Non-Compliance Intends to Request Hearing EXHIBIT 99.1 Urgently Receives Nasdaq Notice of Non-Compliance Intends to Request Hearing ASHBURN, VA – September 22, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently” or the “Company”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that The Nasdaq Stock Market LLC (“Nasdaq”) formally notified the Company that, based upon its non-c |
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| September 18, 2025 |
144 0001913605 XXXXXXXX LIVE 0001603652 Urgent.ly Inc. 001-41841 44927 GEORGE WASHINGTON BLVD. SUITE 265, OFFICE 209 ASHBURN VA 20147 571-350-3600 Ben Volkow Director Common Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004 6771 25391.25 1395526 09/18/2025 NASDAQ Shares 10/25/2023 Merger Issuer N 50758 10/25/2023 N/A N Ben Volkow 8609 WESTWOOD CENTER DRIVE, SUITE 810 Vienna VA 22182 Common 06/ |
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| August 13, 2025 |
Advisor Agreement, dated June 6, 2025, by and between Urgent.ly Inc. and Timothy C. Huffmyer. Exhibit 10.2 URGENT.LY INC. ADVISOR AGREEMENT This Advisor Agreement (this “Agreement”) is made and entered into by and between Urgent.ly, Inc. (the “Company”), and Timothy Huffmyer (“Advisor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). The Company desires to retain Advisor as an independent contractor to perform advising services for the Company, and Ad |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| August 13, 2025 |
Promotion Letter, dated May 27, 2025, by and between Urgent.ly Inc. and Michael H. Port. Exhibit 10.1 May 27, 2025 Michael Port Re: Promotion to CFO Dear Mike: On behalf of Urgently Inc. ("Urgently”), we are so excited to offer you the position of Chief Financial Officer starting on June 6, 2025. We are confident that you will play a vital role in our long-term success in this new role! This letter summarizes some of the important aspects of your new role with us. You will report to M |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 12, 2025 |
EXHIBIT 99.1 URGENTLY ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Achieves Revenue and Gross Margin in Line With Expectations ASHBURN, VA – August 12, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the second quarter ended June 30, 2025. “We are very please |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 11, 2025 |
Exhibit 1.1 URGENT.LY INC. COMMON STOCK SALES AGREEMENT July 11, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Urgent.ly Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to |
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| July 11, 2025 |
July 11, 2025 Matthew Booth Chief Executive Officer Urgent.ly Inc. 8609 Westwood Center Drive, Suite 810 Vienna, VA 22182 Re: Urgent.ly Inc. Registration Statement on Form S-3 Filed July 3, 2025 File No. 333-288522 Dear Matthew Booth: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at least two busines |
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| July 11, 2025 |
July 11, 2025 Matthew Booth Chief Executive Officer Urgent.ly Inc. 8609 Westwood Center Drive, Suite 810 Vienna, VA 22182 Re: Urgent.ly Inc. Registration Statement on Form S-3 Filed July 3, 2025 File No. 333-288523 Dear Matthew Booth: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at least two busines |
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| July 11, 2025 |
July 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333-288523) Acceleration Request Requested Date: Friday, July 11, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to |
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| July 11, 2025 |
Up to $4,025,821 Urgent.ly Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-288523 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 11, 2025) Up to $4,025,821 Urgent.ly Inc. Common Stock We have entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (the “Sales Agent” or “A.G.P.”), relating to shares of our common stock, $0.001 par value per share (our “common stock”), offered by th |
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| July 11, 2025 |
Urgent.ly Inc. Up to 112,038 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-288522 Prospectus Urgent.ly Inc. Up to 112,038 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus or their permitted transferees of up to 112,038 shares (the “Shares”) of common stock, par value $0.001 per share, of Urgent.l |
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| July 11, 2025 |
July 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333-288523) Acceleration Request Requested Date: Friday, July 11, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to |
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| July 11, 2025 |
July 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333-288522) Acceleration Request Requested Date: Friday, July 11, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 |
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| July 3, 2025 |
As filed with the Securities and Exchange Commission on July 3, 2025 As filed with the Securities and Exchange Commission on July 3, 2025 Registration No. |
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| July 3, 2025 |
As filed with the Securities and Exchange Commission on July 3, 2025 As filed with the Securities and Exchange Commission on July 3, 2025 Registration No. |
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| July 3, 2025 |
Exhibit 4.7 URGENT.LY INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.2 Establishment of Terms of |
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| July 3, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit(3)(4) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fee |
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| May 27, 2025 |
Urgently Promotes Michael Port to Chief Financial Officer EXHIBIT 99.1 Urgently Promotes Michael Port to Chief Financial Officer VIENNA, VA – May 27, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced the appointment of Michael Port as Chief Financial Officer, effective June 6, 2025. Mr. Port assumes the role from Timothy C. Huffmyer, who is |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 13, 2025 |
EXHIBIT 99.1 URGENTLY ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Achieves Revenue In Line With Expectations With Record Gross Margin VIENNA, VA – May 13, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the first quarter ended March 31, 2025. “I am pleased wi |
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| May 8, 2025 |
Urgent.ly Inc. Up to 113,170 Shares of Common Stock Offered by the Selling Stockholders Filed Pursuant to Rule 424(b)(3) Registration No. 333-286630 Prospectus Urgent.ly Inc. Up to 113,170 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus or their permitted transferees of up to 113,170 shares (the “Shares”) of common stock, par value $0.001 per share, of Urgent.l |
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| May 5, 2025 |
As filed with the Securities and Exchange Commission on May 5, 2025 As filed with the Securities and Exchange Commission on May 5, 2025 Registration No. |
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| May 5, 2025 |
May 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Marion Graham Re: Urgent.ly Inc. Registration Statement on Form S-3 (File No. 333- 286630) Acceleration Request Requested Date: Wednesday, May 7, 2025 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rul |
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| April 24, 2025 |
April 24, 2025 Matthew Booth Chief Executive Officer Urgent.ly Inc. 8609 Westwood Center Drive, Suite 810 Vienna, VA 22182 Re: Urgent.ly Inc. Registration Statement on Form S-3 Filed April 18, 2025 File No. 333-286630 Dear Matthew Booth: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rule 461 regarding requests for acceleration. We |
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| April 18, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 |
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| April 18, 2025 |
As filed with the Securities and Exchange Commission on April 18, 2025 As filed with the Securities and Exchange Commission on April 18, 2025 Registration No. |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-418 |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 24, 2025 |
EXHIBIT 99.1 Urgently Notified By Nasdaq Of Non-Compliance With Nasdaq’s Continued Listing Standards Intends to Submit Compliance Plan to Nasdaq VIENNA, VA – March 24, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that The Nasdaq Stock Market LLC (“Nasdaq”) notified Urgently (the |
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| March 14, 2025 |
EXHIBIT 10.14 URGENT.LY INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Originally adopted and approved on October 13, 2023, and effective as of October 19, 2023 (the “Effective Date”); as amended on January 23, 2025 (the “A&R Effective Date”)) Urgent.ly Inc. (the “Company”) believes that providing cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Bo |
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| March 14, 2025 |
EXHIBIT 10.18 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of December 31, 2024 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), on behalf of itself and each other Loan Party, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders |
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| March 14, 2025 |
EXHIBIT 10.17 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of December 31, 2024 (the “Effective Date”) by and between Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”) and CEOF HOLDINGS LP (“CE |
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| March 14, 2025 |
EXHIBIT 10.22 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 14, 2025 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), on behalf of itself and each other Loan Party, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lend |
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| March 14, 2025 |
Urgent.ly Inc. Insider Trading Policy. EXHIBIT 19.1 URGENT.LY INC. INSIDER TRADING POLICY (Effective October 19, 2023; as amended on November 7, 2024) A. POLICY OVERVIEW Urgent.ly Inc. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the Company mi |
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| March 14, 2025 |
EXHIBIT 10.19 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of January 31, 2025 (the “Effective Date”) by and between Structural Capital Investments III, LP (“Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral a |
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| March 14, 2025 |
As filed with the Securities and Exchange Commission on March 14, 2025 As filed with the Securities and Exchange Commission on March 14, 2025 Registration No. |
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| March 14, 2025 |
Subsidiaries of Urgent.ly Inc. EXHIBIT 21.1 SUBSIDIARIES OF URGENT.LY INC. Name of Subsidiary Jurisdiction of Incorporation Roadside Innovation Inc. Delaware, U.S. Roadside Innovation (Arkansas) Inc. Arkansas, U.S. Urgently Canada Technologies ULC Canada Otonomo Technologies Ltd. Israel Otonomo, Inc. Delaware, U.S. Otonomo GmbH Germany Otonomo Merger US Inc. Delaware, U.S. Neura, Inc. Delaware, U.S. Neura Labs Ltd. Israel |
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| March 14, 2025 |
EXHIBIT 10.21 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of February 14, 2025 (the “Effective Date”) by and between Structural Capital Investments III, LP (“Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral ag |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41841 URGENT.LY INC. |
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| March 14, 2025 |
EXHIBIT 10.20 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 31, 2025 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), on behalf of itself and each other Loan Party, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders ( |
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| March 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| March 13, 2025 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Urgent.ly Inc. EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENT.LY INC. Urgent.ly Inc., a Delaware corporation (the “Company”), hereby certifies as follows: 1. The name of the Company is Urgent.ly Inc., and the original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on May 16, 2013. 2. The terms and |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 13, 2025 |
Urgent.ly Inc. Announces Reverse Stock Split to Regain Nasdaq Compliance EXHIBIT 99.1 Urgent.ly Inc. Announces Reverse Stock Split to Regain Nasdaq Compliance VIENNA, VA – March 13, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it will effect a reverse stock split of its common stock (including special voting common stock) at a reverse stock split |
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| March 12, 2025 |
EXHIBIT 99.1 URGENTLY ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2024 FINANCIAL RESULTS Revenue In Line With Expectations; Continued Progress to Enhance Profitability and Drive Margin Expansion VIENNA, VA – March 12, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for t |
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| March 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 26, 2025 |
Exhibit 10.2 Execution EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 26, 2025 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (the “Borrower”), each Subsidiary of Urgent.ly party hereto as a Borrower or Loan Party, as the case may be, Alter Domus (US) LLC, a Delaware limited liability compa |
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| February 26, 2025 |
Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is made as of February 26, 2025 (this “Agreement”) by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the undersigned (together with any of their permitted transferees and assigns, the “Investors”). RECITALS WHEREAS, the Company and the Investors party hereto have executed |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| February 26, 2025 |
Exhibit 10.3 Execution Version PURCHASE AGREEMENT This PURCHASE AGREEMENT is made as of February 26, 2025 (this “Agreement”) by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of investors identified on Schedule A hereto (together with their respective successors and assigns, the “Investors”). RECITALS WHEREAS, the Company has authorized the sale and issuance to the Inve |
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| February 26, 2025 |
EXHIBIT 99.1 Urgently Announces Capital Structure Improvements and Secures up to $20 Million in New Financing Additional capital structure improvements and financing will support business growth initiatives VIENNA, VA – February 26, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today th |
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| February 26, 2025 |
Exhibit 10.1 Execution Version CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of February 26, 2025 by and among URGENT.LY INC., ROADSIDE INNOVATION INC., OTONOMO INC., OTONOMO MERGER US INC., NEURA, INC., URGENTLY CANADA TECHNOLOGIES ULC, OTONOMO TECHNOLOGIES LTD. the other entities shown on the signature pages hereto and any additional borrower that hereafter becomes party hereto, each as a Bor |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State |
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| February 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| February 14, 2025 |
EXHIBIT 99.1 Urgently Announces Short-Term Extensions of Term Loans Extensions support capital structure improvements and refinancing efforts VIENNA, VA – February 14, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it has reached an agreement with its lenders on a short-term e |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State |
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| January 31, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N |
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| January 31, 2025 |
EXHIBIT 99.1 Urgently Announces Short-Term Extensions of Term Loans Extensions support capital structure improvements and refinancing efforts VIENNA, VA – January 31, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it has reached an agreement with its lenders on a short-term ex |
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| January 27, 2025 |
Urgently Announces Appointment of Alex Zyngier to Board of Directors EXHIBIT 99.1 Urgently Announces Appointment of Alex Zyngier to Board of Directors VIENNA, VA – January 27, 2025 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently” or “the Company”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today its board of directors has appointed Alex Zyngier to serve as a member of the board, effective January 23, 2025 |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2025 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N |
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| January 27, 2025 |
EXHIBIT 10.2 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Second Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into effective as of the last date written below (the “Effective Date”), by and between Timothy C. Huffmyer (the “Executive”) and Urgent.ly, Inc. (the “Company”). This Agreement amends, restates, and supersedes in its entirety the Empl |
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| January 27, 2025 |
EXHIBIT 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into effective as of the last date written below (the “Effective Date”), by and between Matthew Booth (the “Executive”) and Urgent.ly, Inc. (the “Company”). This Agreement amends, restates, and supersedes in its entirety the Employment Agreement bet |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| January 2, 2025 |
EXHIBIT 99.1 Urgently Announces Short-Term Extensions of Term Loans Extensions support business growth initiatives and capital structure improvement VIENNA, VA – December 31, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it has reached an agreement with its lenders on a short |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| November 12, 2024 |
EXHIBIT 99.1 URGENTLY ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS Third Quarter Results In Line With Expectations; Continued Progress with Customer Partner Renewals VIENNA, VA – November 12, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the third quarter en |
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| November 12, 2024 |
ULY / Urgent.ly Inc. / Senvest Management, LLC - URGENT.LY INC. Passive Investment SC 13G/A 1 p24-2921sc13ga.htm URGENT.LY INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Urgent.ly Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 916931108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| October 4, 2024 |
EXHIBIT 99.1 Urgently Notified By Nasdaq Of Non-Compliance With Nasdaq Minimum Bid Price Requirement Intends to Cure the Deficiency and Return to Compliance with Nasdaq Standard VIENNA, VA – October 4, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that The Nasdaq Stock Market LLC |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| August 12, 2024 |
EXHIBIT 99.1 URGENTLY ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS Second Quarter Results In Line With Expectations; Reflects Focus On Delivering Customer Partner Expansion and Renewals VIENNA, VA – August 12, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for t |
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| August 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 28, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| May 13, 2024 |
EXHIBIT 99.1 URGENTLY ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS First Quarter Performance Reflects Continued Margin Expansion VIENNA, VA – May 13, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the first quarter ended March 31, 2024. “Our first quarter fin |
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| May 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41841 URGENT.LY INC. |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State |
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| March 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41841 URGENT.LY INC. |
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| March 29, 2024 |
Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Urgent.ly Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our amended and restated certificate of incorporation (our “Charter”) and our bylaws (our “Bylaws”). T |
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| March 29, 2024 |
Subsidiaries of Urgent.ly Inc. Exhibit 21.1 SUBSIDIARIES OF URGENT.LY INC. Name of Subsidiary Jurisdiction of Incorporation Roadside Innovation Inc. Delaware, U.S. Roadside Innovation (Arkansas) Inc. Arkansas, U.S. Urgently Canada Technologies ULC Canada Otonomo Technologies Ltd. Israel Otonomo, Inc. Delaware, U.S. Otonomo GmbH Germany Otonomo Merger US Inc. Delaware, U.S. Neura, Inc. Delaware, U.S. Neura Labs Ltd. Israel The F |
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| March 29, 2024 |
Exhibit 97.1 URGENT.LY INC. COMPENSATION RECOVERY POLICY (Effective October 19, 2023) Urgent.ly Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance philos |
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| March 29, 2024 |
Exhibit 10.17 Execution Version FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 19, 2024 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (“Urgent.ly”, or “Borrower”), each Subsidiary of Urgent.ly party hereto as a Borrower or Loan Party, as the case may be, Alter Domus (US) LLC, a Delaware lim |
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| March 29, 2024 |
As filed with the Securities and Exchange Commission on March 29, 2024 As filed with the Securities and Exchange Commission on March 29, 2024 Registration No. |
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| March 29, 2024 |
Exhibit 10.16 THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Third Amended And Restated Loan and Security Agreement (this “Agreement”) is entered into as of January 19, 2024 (the “Closing Date”), by and among Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”), and CEOF HOLDINGS LP (“CEOF” and together with SCI and DCO |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration No. |
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| March 14, 2024 |
EXHIBIT 99.1 URGENTLY ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL RESULTS Company Continues to Make Progress on Strategic Initiatives to Enhance Profitability and Drive Margin Expansion VIENNA, VA – March 14, 2024 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results |
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| March 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 14, 2024 |
US9169311084 / URGENT.LY INC / Iron Gate Management LLC - SC 13G Passive Investment SC 13G 1 d783607dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Urgent.ly Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 916931108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 14, 2024 |
EX-99 2 d783607dex99.htm EX-99 EXHIBIT 99 Joint Filing Agreement This will confirm the agreement by and among the undersigned that this Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Urgent.ly Inc. is being filed, and all amendments thereto will be filed, on behalf of each |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N |
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| January 22, 2024 |
Exhibit 99.1 Urgently Secures Engagement with Global Top 5 Automotive OEM The US-based OEM to deploy Urgently’s mobility assistance and dealer platform across its luxury brand beginning in 2024. VIENNA, Va.– January 22, 2024 – Urgent.ly, Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today announced it has secured |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2023 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File |
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| November 14, 2023 |
EXHIBIT 99.1 URGENTLY ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS Strong Gross Profit Growth Reflects Operational Execution Against Strategic Initiatives VIENNA, VA – November 14, 2023 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the third quarter ended Septemb |
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| November 14, 2023 |
4,972,559 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated October 19, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273463 4,972,559 Shares of Common Stock This prospectus supplement supplements the prospectus, dated October 19, 2023 (as amended, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273463). This prospectus supplement is being filed to updat |
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| October 30, 2023 |
4,972,559 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated October 19, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273463 4,972,559 Shares of Common Stock This prospectus supplement supplements the prospectus, dated October 19, 2023 (as amended, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273463). This prospectus supplement is being filed to updat |
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| October 30, 2023 |
ULY / Urgent.ly Inc / Mithaq Capital SPC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Urgent.ly Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 916931108 (CUSIP Number) October 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule |
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| October 30, 2023 |
Joint Filing Agreement Pursuant to Rule 13d-1(K)(1) EX-1 2 ex1-10302023021012.htm Joint Filing Agreement Pursuant to Rule 13d-1(K)(1) This will confirm the agreement by and among the undersigned that this Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Urgent.ly Inc. is being filed, and all amendments thereto will be filed, |
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| October 27, 2023 |
EX-99.1 2 p23-2658exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agr |
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| October 27, 2023 |
ULY / Urgent.ly Inc / Senvest Management, LLC - URGENT.LY INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Urgent.ly Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 916931108 (CUSIP Number) October 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| October 24, 2023 |
Exhibit 4.1 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 18, 2023 by and among Urgent.ly Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.” RECITALS A. The Investors possess registration |
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| October 24, 2023 |
Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENT.LY INC. a Delaware corporation Urgent.ly Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on May 16, 2013. B. This Amended |
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| October 24, 2023 |
Exhibit 99.1 URGENTLY ANNOUNCES ANTICIPATED CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES Anticipated closing of all-stock transaction on Thursday, October 19 Urgently common stock expected to begin trading on Nasdaq under symbol “ULY” at close VIENNA, Va. – October 18, 2023 – Urgent.ly Inc. (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and servic |
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| October 24, 2023 |
Exhibit 99.2 URGENTLY ANNOUNCES SUCCESSFUL CLOSING OF MERGER WITH OTONOMO TECHNOLOGIES & EFFECTIVENESS OF S-1 REGISTRATION STATEMENT Combination creates new generation mobility services company with more than 100 partnership agreements covering up to 70 million vehicles in 26 countries VIENNA, Va. – October 19, 2023 – Urgent.ly, Inc. (“Urgently”), a U.S.-based leading provider of digital roadside |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2023 URGENT.LY INC. (Exact name of registrant, as specified in its charter) Delaware 001-41841 46-2848640 (State or other jurisdiction of incorporation) (Commission File N |
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| October 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe |
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| October 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Urgent.ly Inc. 2023 Equity Incent |
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| October 19, 2023 |
As filed with the Securities and Exchange Commission on October 19, 2023 As filed with the Securities and Exchange Commission on October 19, 2023 Registration No. |
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| October 19, 2023 |
Exhibit 99.2 URGENTLY INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonsta |
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| October 19, 2023 |
As filed with the Securities and Exchange Commission on October 19, 2023 As filed with the Securities and Exchange Commission on October 19, 2023 Registration No. |
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| October 19, 2023 |
2023 Employee Stock Purchase Plan Exhibit 99.3 URGENTLY INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“Non-423 Comp |
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| October 19, 2023 |
4,972,559 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273463 4,972,559 Shares of Common Stock This prospectus relates to the potential offer and resale from time to time by the Selling Securityholders (as defined herein), of up to 4,972,559 shares of common stock, par value $0.001 per share (“Common Stock”), of Urgent.ly Inc. (“Urgently” or the “Company”) consisting of up to (i) |
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| October 19, 2023 |
Exhibit 99.1 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPT 24, 2013 APPROVED BY THE STOCKHOLDERS: SEPT 24, 2013 READOPTED BY THE BOARD OF DIRECTORS: FEB 7, 2023 (THE “READOPTION DATE”) REAPPROVED BY THE STOCKHOLDERS: FEB 7, 2023 AS AMENDED: JUNE 16, 2023 TERMINATION DATE: FEB 7, 2033 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receiv |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41841 URGENT. |
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| October 18, 2023 |
The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President U.S. Listing Qualifications & Market Surveillance By Electronic Mail October 18, 2023 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on October 18, 2023, The Nasdaq Stock M |
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| October 18, 2023 |
EXHIBIT 4.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS |
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| October 18, 2023 |
EXHIBIT 4.8 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS |
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| October 18, 2023 |
EXHIBIT 4.7 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS |
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| October 18, 2023 |
EXHIBIT 4.5 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED OR HYPOTHECATED PURSUANT TO AN AVA |
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| October 18, 2023 |
EXHIBIT 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 URGENT.LY INC. (Exact name of registrant as specified in its charter) Delaware 46-2848640 (State of incorporation or organization) (I.R.S. Employer Identification No.) 8609 Westwood Center Drive, S |
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| October 17, 2023 |
October 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Matthew Derby Re: Urgent.ly Inc. Registration Statement on Form S-1 (File No. 333-273463) Acceleration Request Requested Date: Thursday, October 19, 2023 Requested Time: 8:30 A.M. Eastern Time Ladies a |
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| October 13, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par |
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| October 13, 2023 |
Urgent.ly Inc. Outside Director Compensation Policy Exhibit 10.15 URGENT.LY INC. OUTSIDE DIRECTOR COMPENSATION POLICY Urgent.ly Inc. (the “Company”) believes that providing cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Direct |
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| October 13, 2023 |
Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415. |
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| October 13, 2023 |
As filed with the Securities and Exchange Commission on October 13, 2023 Table of Contents As filed with the Securities and Exchange Commission on October 13, 2023 Registration No. |
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| September 29, 2023 |
United States securities and exchange commission logo September 29, 2023 Matthew Booth Chief Executive Officer Urgent. |
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| September 28, 2023 |
September 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Matthew Crispino Matthew Derby Re: Urgent.ly Inc. Registration Statement on Form S-1 (File No. 333-273463) Acceleration Request Requested Date: Friday, September 29, 2023 Requested Time: 5:00 P.M. Eastern Time La |
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| September 27, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par |
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| September 27, 2023 |
Urgent.ly Inc. Outside Director Compensation Policy Exhibit 10.15 URGENT.LY INC. OUTSIDE DIRECTOR COMPENSATION POLICY Urgent.ly Inc. (the “Company”) believes that providing cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Direct |
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| September 27, 2023 |
Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 27, 2023 MOBILITY SERVICES PLATFORM INVESTOR DAY September 27, 2023 1 Confidentiality and Disclosures This presentation is for information purposes only. |
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| September 27, 2023 |
As filed with the Securities and Exchange Commission on September 27, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 27, 2023 Registration No. |
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| September 27, 2023 |
Consent of Andrew Geisse to be named as a director. Exhibit 99.2 Consent to be Named as Director In connection with the filing by Urgent.ly Inc. (the “Company”) of the Registration Statement on Form S-1 (as it may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Se |
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| September 27, 2023 |
Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415. |
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| September 19, 2023 |
Urgently to Host Investor Day on September 27, 2023 Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Urgently to Host Investor Day on September 27, 2023 VIENNA, Va. – September 19, 2023 – Urgent.ly, Inc. (“Urgently”), a U.S.-based leading provide |
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| September 19, 2023 |
Otonomo and Urgently to Combine to Create Leading Mobility Services Company Employee FAQs Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Otonomo and Urgently to Combine to Create Leading Mobility Services Company Employee FAQs 1. What is happening? Urgently announced earlier this y |
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| September 19, 2023 |
Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Otonomo Announces Shareholder Approval of Business Combination with Urgently Merger Will Create the Next New Generation Mobility Services Company |
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| September 19, 2023 |
Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 Investor Presentation Merger with Otonomo September 2023 Confidentiality and Disclosures This presentation is for information purposes only. Unle |
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| September 19, 2023 |
Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: September 19, 2023 FROM: Matt Booth TO: [email protected] SUBJECT: Merger Update Team, I am excited to announce that Otonomo Technologies’ sharehold |
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| September 8, 2023 |
PROSPECTUS FOR UP TO SHARES OF COMMON STOCK AND URGENT.LY INC. Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271937 PROSPECTUS FOR UP TO 6,185,748 SHARES OF COMMON STOCK AND WARRANTS OF URGENT.LY INC. To the shareholders of Otonomo Technologies Ltd.: The board of directors of Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), has approved the Agreement and Plan of Merger, dated February |
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| August 25, 2023 |
Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be filed on Aug |
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| August 25, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 24, 2023. Table of Contents As filed with the Securities and Exchange Commission on August 24, 2023. |
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| August 25, 2023 |
Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415. |
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| August 22, 2023 |
United States securities and exchange commission logo August 22, 2023 Matthew Booth Chief Executive Officer Urgent. |
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| August 16, 2023 |
Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: August 16, 2023 Investor Update August 16, 2023 Dear Urgently Stockholders and Note Holders: Otonomo Merger and Direct List Otonomo filed a Form 6-K regarding its s |
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| August 14, 2023 |
EX-99.3 Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be file |
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| August 14, 2023 |
As filed with the Securities and Exchange Commission on August 14, 2023. Table of Contents As filed with the Securities and Exchange Commission on August 14, 2023. |
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| August 14, 2023 |
Amended and Restated Certificate of Incorporation of Urgent.ly Inc., as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF URGENTLY INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Urgent.ly Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of this corp |
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| August 11, 2023 |
Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: August 10, 2023 Otonomo / Urgent.ly Presentation delivered at the J.P. Morgan 2023 Auto Conference on Wednesday, August 09, 2023 at 4:35 PM If you want to take your |
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| August 10, 2023 |
United States securities and exchange commission logo August 10, 2023 Matthew Booth Chief Executive Officer Urgent. |
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| August 9, 2023 |
Filed by Urgent.ly Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Otonomo Technologies Ltd. Commission File No.: 001-40744 Date: August 9, 2023 Investor Presentation Merger with Otonomo August 2023 Confidentiality and Disclosures This presentation is for information purposes only. Unless and |
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| July 27, 2023 |
Consent of Benjamin Volkow to be named as a director. Exhibit 99.1 Consent to be Named as Director In connection with the filing by Urgent.ly Inc. (the “Company”) of the Registration Statement on Form S-1 (as it may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Se |
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| July 27, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Urgent.ly Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par |
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| July 27, 2023 |
As filed with the Securities and Exchange Commission on July 26, 2023 FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on July 26, 2023 Registration No. |
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| July 27, 2023 |
Form of 2022 Convertible Note Warrant between Urgent.ly Inc. and certain investors, as amended. Exhibit 4.8 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD P |
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| July 14, 2023 |
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271937 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT To the shareholders of Otonomo Technologies Ltd.: The board of directors of Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), has approved the Agreement and Plan of Merger, dated February 9, 2023, by and among Urgent.ly Inc., a D |
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| July 13, 2023 |
July 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Amanda Kim Stephen Krikorian Matthew Crispino Larry Spirgel Re: Urgent.ly Inc. Registration Statement on Form S-4 (File No. 333-271937) Acceleration Request Requested Date: Friday, July 14, 2023 Requested Time: 4:00 P.M. East |
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| July 10, 2023 |
EX-99.3 Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be file |
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| July 10, 2023 |
As filed with the Securities and Exchange Commission on July 10, 2023. S-4/A Table of Contents As filed with the Securities and Exchange Commission on July 10, 2023. |
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| July 10, 2023 |
Urgent.ly Inc. 2013 Equity Incentive Plan. EX-10.4 Exhibit 10.4 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPT 24, 2013 APPROVED BY THE STOCKHOLDERS: SEPT 24, 2013 READOPTED BY THE BOARD OF DIRECTORS: FEB 7, 2023 (THE “READOPTION DATE”) REAPPROVED BY THE STOCKHOLDERS: FEB 7, 2023 AS AMENDED: JUNE 16, 2023 TERMINATION DATE: FEB 7, 2033 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible t |
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| July 10, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Urgent. |
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| July 10, 2023 |
Form of Preliminary Proxy Card. EX-99.1 Exhibit 99.1 SCAN TO OTONOMO TECHNOLOGIES LTD. VIEW MATERIALS & VOTE w 16 ABBA EBAN BLVD. HERZLIYA PITUACH VOTE BY INTERNET—www.proxyvote.com or scan the QR Barcode above 467256, ISRAEL Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [TBD], 2023. Have your proxy card in hand when you access the web site an |
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| July 10, 2023 |
Urgent.ly Inc. 2023 Equity Incentive Plan and related form agreements. EX-10.12 Exhibit 10.12 URGENTLY INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Optio |
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| July 10, 2023 |
Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, California 94105-1126 o: 415. |
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| July 5, 2023 |
United States securities and exchange commission logo July 5, 2023 Matthew Booth Chief Executive Officer and Director Urgent. |
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| June 22, 2023 |
Form of Stock Option Agreement under Urgent.ly Inc. 2013 Equity Incentive Plan. Exhibit 10.10 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Urgent.ly Inc., a Delaware corporation (the “Company”) has granted you an option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Commo |
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| June 22, 2023 |
EX-4.2 Exhibit 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIR |
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| June 22, 2023 |
Urgent.ly Inc. Executive Incentive Compensation Plan. EX-10.14 Exhibit 10.14 URGENTLY INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (i) perform to the best of their abilities and (ii) achieve the Company’s objectives. 2. Definitions. (a) “Actual Award” means, as to any Performance Period, the actual award (if any) payable |
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| June 22, 2023 |
Urgent.ly Inc. 2013 Equity Incentive Plan. Exhibit 10.4 URGENT.LY INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPT 24, 2013 APPROVED BY THE STOCKHOLDERS: SEPT 24, 2013 TERMINATION DATE: SEPT 23, 2023 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following Stock A |
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| June 22, 2023 |
Form of Warrant to Purchase Series B-1 Preferred Stock between Urgent.ly Inc. and certain investors. EX-4.5 Exhibit 4.5 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. URGENT.L |
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| June 22, 2023 |
EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 9, 2023 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation, for itself and each of its Subsidiaries (collectively referred to as “Borrower”), Alter Domus (US) LLC, a Delaware limited liability company, as administrative and col |
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| June 22, 2023 |
EX-4.3 Exhibit 4.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIR |
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| June 22, 2023 |
Form of Preliminary Proxy Card. Exhibit 99.1 OTONOMO TECHNOLOGIES LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I, the undersigned shareholder of Otonomo Technologies Ltd. (the “Company”), do hereby nominate, constitute and appoint Mr. Benjamin Volkow, Chief Executive Officer and Chairman of the Board of Directors of the Company and Ms. Maya Nassie-Neeman, General Counsel of the Company, and each of them, my t |
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| June 22, 2023 |
As filed with the Securities and Exchange Commission on June 22, 2023. Table of Contents As filed with the Securities and Exchange Commission on June 22, 2023. |
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| June 22, 2023 |
Form of Restricted Stock Unit Grant Notice under Urgent.ly Inc. 2013 Equity Incentive Plan. EX-10.11 Exhibit 10.11 Standard Form URGENT.LY INC. RESTRICTED STOCK UNIT GRANT NOTICE Urgent.ly Inc. (the “Company”), pursuant to its 2013 Equity Incentive Plan, as amended and/or restated as of the “Date of Grant” set forth below (the “Plan”), has granted to Participant (as of the Date of Grant) a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“RSUs”) set for |
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| June 22, 2023 |
Urgent.ly Inc. 2023 Employee Stock Purchase Plan and related form agreements. EX-10.13 Exhibit 10.13 URGENTLY INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“No |
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| June 22, 2023 |
EX-4.4 Exhibit 4.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIR |
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| June 22, 2023 |
Form of 2022 Convertible Note Warrant between Urgent.ly Inc. and certain investors, as amended. Exhibit 4.8 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD P |
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| June 22, 2023 |
Form of Warrant Agreement between Urgent.ly Inc. and certain affiliates of Highbridge, as amended. Exhibit 4.7 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED OR HYPOTHECATED PURSUANT TO AN AVA |
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| June 22, 2023 |
EX-99.3 Exhibit 99.3 CONSENT OF DUFF & PHELPS Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), hereby consents to (i) the inclusion of our fairness opinion, dated February 9, 2023, to the Board of Directors of Otonomo Technologies Ltd. in the filing of the proxy statement/prospectus included in the Registration Statement on Form S-4 of Urgent.ly Inc., to be file |
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| June 22, 2023 |
Form of Warrant Assumption Agreement. EX-4.13 Exhibit 4.13 WARRANT ASSUMPTION AGREEMENT This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [], 2023, by and among Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”), Urgent.ly Inc., a Delaware corporation (“Urgently”), and American Stock Transfer & Trust Company, a New York limited liability company |
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| June 22, 2023 |
EX-4.12 Exhibit 4.12 AMENDED & RESTATED WARRANT AGREEMENT THIS AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 13, 2021, is by and between Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), Software Acquisition Group Inc. II, a Delaware corporation (“SWAG II”), Continental Stock Transfer & Trust Company, a New York corp |
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| June 22, 2023 |
Form of Warrant to Purchase Urgently Common Stock. EX-4.11 Exhibit 4.11 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SOFTWARE ACQUISITION GROUP INC. II Incorporated Under the Laws of the State of Delaware CUSIP 83407F 11 9 Warrant Certificate This Warrant Certificate certifies that , or registered |
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| June 22, 2023 |
Form of Senior Advisor Warrant between Urgent.ly Inc and certain investors. Exhibit 4.10 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD |
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| June 22, 2023 |
Executive Employment Agreement, dated February 9, 2023, between Urgent.ly Inc. and Matthew Booth. EX-10.6 Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective February 9, 2023 (the “Effective Date”), by and between Matthew Booth (the “Executive”) and Urgent.ly, Inc. (the “Company”). The Company desires to continue to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal serv |
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| June 22, 2023 |
Exhibit 10.5 URGENT.LY INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [•], 2023, and is between Urgent.ly Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of c |
