Urgent.ly Inc. 8-K

What Happened

• Urgent.ly Inc. (NASDAQ: ULY) disclosed in an 8-K (Item 3.01) that Nasdaq notified the company it failed to meet Nasdaq Listing Rule 5550(b) (minimum net income or alternative criteria) and would be subject to delisting. The company appealed, but confirmed it had not regained compliance by the March 16, 2026 compliance deadline.
• Nasdaq advised trading of Urgent.ly’s common stock would be suspended at the open on March 18, 2026; the delisting becomes effective 10 days after Nasdaq files a Form 25 with the SEC. The company also disclosed it has entered into a Merger Agreement with Agero, Inc. and that Agero intends to acquire Urgent.ly via a cash tender offer (the “Offer”), with related filings (Schedule TO and Schedule 14D-9) to be made when the offer commences.

Key Details

• Noncompliance: Failed to meet Nasdaq Listing Rule 5550(b) (net income from continuing operations) or alternative market-value/stockholders’ equity criteria.
• Compliance deadline: March 16, 2026; trading suspension: open of trading March 18, 2026; delisting effective 10 days after Form 25 is filed.
• Post-delisting plan: Company has applied to have its shares quoted on OTCQB; shares may temporarily trade on OTC Pink until transfer to OTCQB is complete.
• Transaction status: Agero’s proposed cash tender Offer and merger have not commenced; related SEC tender-offer filings will be made (Schedule TO by Parent/Purchaser and Schedule 14D-9 by Urgent.ly).

Why It Matters

• For investors, Nasdaq suspension and eventual delisting typically reduce liquidity, can widen bid-ask spreads, and may limit visibility to institutional buyers. Quotation on OTCQB (or temporarily OTC Pink) can allow trading to continue but usually with lower volume and less regulatory visibility than Nasdaq.
• The company remains an SEC reporting company until the Offer and Merger close, and Urgent.ly says the transition to OTC is not expected to affect its operations. The 8-K is informational and not a recommendation to buy or sell—investors should review forthcoming tender-offer materials (Schedule TO and Schedule 14D-9) and other SEC filings for details before making decisions.