10-K/A: Urgent.ly Inc. Files Amendment to 10-K to Include Omitted Information on Directors, Executive Compensation, and Corporate Governance

Sentiment:

10-K/A Amendment 17 April 2025 4:05 PM

Urgent.ly Inc. files an amendment to its annual report on Form 10-K to include previously omitted information regarding directors, executive compensation, and corporate governance.

Capital raiseThe company issued 69,442 shares of common stock to entities affiliated with Highbridge pursuant to a purchase agreement dated February 26, 2025.The company also agreed to issue an additional 68,748 shares of common stock to entities affiliated with Highbridge if it has not met its obligations under its Second Lien Loan and Security Agreement prior to July 1, 2025.If an investor would beneficially own in excess of 9.9% (or, at the election of the investor, 4.9%) of the number of shares of the common stock outstanding immediately after giving effect to the issuance of the Subsequent Eighth Amendment Premium Shares issuable to such investor, in lieu of acquiring such Subsequent Eighth Amendment Premium Shares, such Investor shall acquire pre-funded warrants to issue up to the equivalent number of shares of common stock (the Warrants).The Warrants will have an exercise price of $0.001 and a ten-year term.

Summary

Urgent.ly Inc. filed Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The amendment includes information required to be disclosed by Part III of Form 10-K, which was previously omitted from the original report.
The original report was filed on March 14, 2025.
The amendment restates the cover page and Items 10 through 14 of Part III of the Original Report in their entirety.
The company's Chief Executive Officer and Chief Financial Officer are providing Rule 13a-14(a) certifications.
The company effected a 1-for-12 reverse stock split on March 17, 2025, and reduced the total number of authorized shares of common stock from 1,000,000,000 to 500,000,000.
The par value of the company's common stock remained unchanged at $0.001 per share.
Proportionate adjustments were made to the number of shares issuable upon the exercise or vesting of all warrants, restricted stock units (RSUs) and options outstanding at the effective time of the Reverse Stock Split, as well as to their corresponding exercise prices.
As of April 16, 2025, the number of shares of registrant's common stock outstanding was 1,244,830.
The aggregate market value of the common stock held by non-affiliates of the registrant on June 30, 2024, was approximately $22.0 million.

Sentiment

Score: 5

Explanation: The document is primarily factual, presenting required disclosures. The reverse stock split and potential issuance of additional shares to Highbridge are concerning, but the document itself is neutral in tone.

Positives

The company has a formal, written policy regarding related party transactions.
The company has adopted corporate governance guidelines and a code of conduct.
The board of directors is composed of a majority of independent directors.
The company maintains a tax-qualified 401(k) plan for eligible U.S. employees.

Negatives

No bonus was payable to named executive officers under the 2024 bonus program.
The company issued 69,442 shares of common stock to entities affiliated with Highbridge, and may issue an additional 68,748 shares if obligations under the Second Lien Loan and Security Agreement are not met by July 1, 2025.

Risks

The company faces risks inherent in every business, including strategic, financial, business and operational, legal and compliance, and reputational risks.
The company is subject to risks from cybersecurity threats.
Failure to meet obligations under the Second Lien Loan and Security Agreement could result in the issuance of additional shares to Highbridge.

Future Outlook

The company intends to modify its compensation and benefits program as necessary to attract, retain, incentivize, and reward talented executives.

Industry Context

The document does not provide specific industry context beyond the company's operations in roadside assistance services.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Reverse Stock Split	A reverse stock split of all shares of the Company's common stock that were issued and outstanding at a ratio of 1-for-12.	March 17, 2025	Reduced the number of outstanding shares and adjusted share-based amounts.
Authorized Shares Reduction	Reduced the total number of authorized shares of common stock from 1,000,000,000 to 500,000,000.	March 17, 2025	Decreased the potential for future share dilution.

Related Party Transactions

The company earned $28.5 million of revenue under the BMW Agreements during the year ended December 31, 2023.
The company earned $40.3 million of revenue under the Enterprise Agreements during the year ended December 31, 2023.
In April and May 2023, the company issued an aggregate of $4,695,843 of convertible promissory notes (the 2023 Notes) to certain purchasers, including to each of BMW iVentures, Emerald Industrial Innovation Fund L.P., Iron Gate Urgently, LLC, and American Tire Distributors Holdings, Inc. in aggregate amounts, respectively, of $2,000,000, $750,000, $500,000 and $200,000.

Stakeholder Impact

Shareholders may experience changes in the value of their shares due to the reverse stock split and potential issuance of additional shares.
Executive officers are impacted by the terms of their employment agreements and compensation plans.
The company's relationships with BMW and Enterprise Holdings are significant due to the revenue generated from these agreements.

Next Steps

The company will use commercially reasonable efforts to file a registration statement with the SEC for the resale of the Initial Eighth Amendment Premium Shares, any Subsequent Eighth Amendment Premium Shares and any shares of common stock issuable upon exercise of the Warrants.
The company will continue to review and modify its compensation and benefits program as necessary.

Key Dates

Date	Description
January 1, 2023	Start date for related party transaction disclosures.
February 9, 2023	Date of Merger Agreement among Urgent.ly Inc., O.U Odyssey Merger Sub Ltd., and Otonomo Technologies Ltd.
April, May 2023	Issuance of convertible promissory notes (the 2023 Notes).
May 15, 2023	Filing date of the registrant's Registration Statement on Form S-4 (File No. 333-271937).
May 18, 2023	Second Amendment to Second Amended and Restated Loan and Security Agreement.
June 22, 2023	Filing date of the registrant's Registration Statement on Form S-4/A (File No. 333-271937).
September 2023	Suzie Doran joined the board of directors.
October 2023	Andrew Geisse and Benjamin Volkow joined the board of directors.
October 18, 2023	Date of Amended Investors Rights Agreement.
October 19, 2023	Direct listing of Urgent.ly's common stock and effective date of Outside Director Compensation Policy.
October 24, 2023	Filing date of the registrant's Current Report on Form 8-K (File No. 001-41841).
October 30, 2023	Mithaq Capital SPC filed a Schedule 13G with the SEC.
January 19, 2024	Third Amended and Restated Loan and Security Agreement.
February 14, 2024	Iron Gate Management LLC filed a Schedule 13G with the SEC.
March 14, 2025	Original filing date of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
December 31, 2024	End of the fiscal year and date of First Amendment to Third Amended and Restated Loan and Security Agreement.
January 23, 2025	Alexandre Zyngier was appointed to serve on the board of directors and amendment to the Director Compensation Policy.
January 27, 2025	Date of Amended and Restated Executive Employment Agreements for Matthew Booth and Timothy Huffmyer.
January 31, 2025	Second Amendment to Third Amended and Restated Loan and Security Agreement.
February 14, 2025	Third Amendment to Third Amended and Restated Loan and Security Agreement.
February 26, 2025	Date of Purchase Agreement and Registration Rights Agreement with Highbridge.
March 12, 2025	Company filed a certificate of amendment to effect a reverse stock split.
March 17, 2025	Effective date of the reverse stock split.
March 31, 2025	Date used for beneficial ownership calculations.
April 16, 2025	Number of shares of registrant's common stock outstanding.
April 17, 2025	Date of Amendment No. 1 to Annual Report on Form 10-K.
July 1, 2025	Deadline for meeting obligations under the Second Lien Loan and Security Agreement to avoid issuing additional shares to Highbridge.

Keywords

corporate governance, executive compensation, directors, Form 10-K/A, reverse stock split, Urgent.ly Inc.

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