Urgent.ly Inc. 2025 Annual Report: Key Highlights and Shareholder Implications

Major Developments

• Pending Merger with Agero, Inc.:
  • The board of directors has approved a merger with Agero, Inc., a Nevada corporation. The closing of the merger is contingent upon the tender of at least a majority of the then-outstanding Company Shares and other customary closing conditions.
  • The company anticipates that the offer and merger will be consummated in the first half of 2026. However, there is no guarantee the transaction will complete.
• Nasdaq Delisting:
  • On March 16, 2026, Nasdaq notified the company that its securities would be delisted. Trading on Nasdaq was suspended at the open on March 18, 2026. The delisting will become effective 10 days after Nasdaq files a Form 25 Notification of Delisting with the SEC.
  • The company’s common stock now trades on the OTCQB Venture Market under the symbol “ULYX”.
  • This delisting is a material event, as it may affect liquidity, investor perception, institutional ownership, and share price volatility.

Key Financial and Business Highlights

• Public Float and Outstanding Shares:
  • As of June 30, 2025, the aggregate market value of common stock held by non-affiliates was approximately \$7.8 million.
  • As of March 25, 2026, the number of shares of common stock outstanding was 2,196,934.
• Going Concern and Capital Needs:
  • The company highlights continued operating losses and the need for additional capital. It notes uncertainty as to the availability of such capital on acceptable terms or at all.
  • The company’s ability to continue as a going concern is stated as an ongoing risk.
• Debt and Covenant Defaults:
  • The company has a history of defaulting on certain financial, reporting, and other covenants under its loan agreements. Future compliance waivers may be required, and there is uncertainty on obtaining them.
  • The ability to refinance existing debt or enter new debt facilities is flagged as a business risk.
• Internal Controls and Reporting:
  • The company acknowledges material weakness in its internal controls over financial reporting, and its ability to accurately report financial results in a timely manner remains a risk.
• Competitive Landscape:
  • Urgent.ly operates in a highly competitive and rapidly evolving industry. The company faces significant competition in the mobility assistance industry and may be unsuccessful in maintaining or growing market share against current and future competitors.

Risks and Forward-Looking Statements

• Forward-Looking Statements:
  • The report contains numerous forward-looking statements, including those related to the merger, capital needs, debt obligations, internal controls, and market competition. All such statements are subject to risks and uncertainties.
  • The company explicitly cautions investors not to rely unduly on forward-looking statements as actual results could differ materially.
• Potential Share Price Impact:
  • The pending merger, Nasdaq delisting, ongoing going concern risk, and history of covenant defaults are all material events that may significantly affect the company’s share value.
  • The liquidity and trading of common stock may be impacted by the lack of an active market following the Nasdaq delisting and the transition to OTCQB.

Other Noteworthy Disclosures

• Intellectual Property:
  • The company relies on unpatented proprietary technology, trade secrets, and confidentiality agreements. It acknowledges that these may provide only limited protection and that misappropriation or infringement could occur, especially in foreign jurisdictions.
• Management and Team:
  • The company emphasizes ongoing innovation and the need to retain highly skilled personnel to remain competitive.

Summary Table of Material Events

Conclusion

Shareholders and potential investors should carefully consider the above material developments. The potential merger, delisting from Nasdaq, risks regarding capital needs and debt compliance, and competitive challenges represent significant factors that may affect the company’s value and future prospects.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The company’s filings contain forward-looking statements subject to substantial risks and uncertainties, and actual results may differ materially from those anticipated.

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