Urgent.ly Inc. 8-K

What Happened

• Urgent.ly Inc. announced completion of the merger with Agero, Inc. on April 28, 2026. Purchaser (a subsidiary of Agero) initiated a tender offer that expired April 25, 2026; after conditions were met, Purchaser merged into Urgent.ly and Urgent.ly became a wholly owned subsidiary of Agero.
• Under the transaction, each outstanding share of Urgent.ly common stock (except certain excluded shares) was converted into the right to receive $5.50 in cash per share. Restricted stock units were accelerated, vested and converted into cash equal to $5.50 times the underlying shares; unexercised options in the money were cashed out for the difference between $5.50 and the exercise price, and options with exercise price equal to or above $5.50 were cancelled without payment. The previously outstanding warrant expired immediately prior to the Merger without payment.

Key Details

• Offer price: $5.50 in cash per share.
• Tender results: 1,288,914 voting shares validly tendered (≈58.7% of outstanding voting shares), meeting the Minimum Condition.
• Closing date: Merger consummated on April 28, 2026 (completed under Delaware law Section 251(h); no stockholder vote required).
• Governance and charter changes: pre-merger Urgent.ly directors (Mathew Booth, Gina Domanig, Suzie Doran, James M. Micali, Ryan Pollock and Alexandre Zyngier) resigned; directors and officers of Purchaser (including David Ferrick, Peter Necheles and Jeffrey Blecher) became the directors and officers of the surviving company. The company’s certificate of incorporation and bylaws were amended and restated at the Effective Time.

Why It Matters

• For Urgent.ly public shareholders: common shares were converted into a cash payout of $5.50 per share (subject to withholding), so holders received cash rather than continuing equity exposure. Equity awards were cashed out or cancelled according to their terms.
• For governance and strategy: control shifted to Agero — the company is now a wholly owned subsidiary and has new directors and officers and revised charter/bylaws. This changes who controls corporate decisions and the company’s public reporting and shareholder structure going forward.