Core Viewpoint - The M&A Class Action Firm is investigating Urgent.ly, Inc. regarding its proposed sale to Agero, Inc., where shareholders are expected to receive $5.50 per share in cash, raising questions about the fairness of the deal [1]. Group 1: Company Overview - Urgent.ly, Inc. is a publicly traded company on NASDAQ under the ticker ULY [1]. - The proposed transaction involves a cash payment of $5.50 per share to Urgent.ly shareholders [1]. Group 2: Legal Firm Background - Monteverde & Associates PC is recognized as a top firm in the 2025 ISS Securities Class Action Services Report and has a successful track record in recovering millions for shareholders [1][2]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2]. Group 3: Investigation Details - The investigation by Monteverde & Associates PC aims to determine whether the sale of Urgent.ly to Agero is fair to its shareholders [1]. - The firm encourages shareholders with concerns to reach out for additional information [3].

Core Viewpoint - Halper Sadeh LLC is investigating whether Urgent.ly, Inc. is obtaining a fair price for its shareholders in the proposed sale to Agero, Inc. for $5.50 per share, raising concerns about potential conflicts of interest and fiduciary duty violations by the board of directors [1]. Group 1: Investigation Details - The investigation focuses on whether Urgent.ly and its board violated federal securities laws and/or breached fiduciary duties by failing to obtain the best possible price for shareholders [1]. - Concerns include the lack of a fair sales process free from conflicts of interest and the failure to disclose all material information necessary for shareholders to evaluate the transaction [1]. Group 2: Shareholder Rights - Halper Sadeh LLC encourages Urgent.ly shareholders to contact the firm to discuss their rights and options at no cost, with the possibility of seeking increased consideration or additional disclosures [1]. - The firm operates on a contingent fee basis, meaning shareholders would not be responsible for out-of-pocket legal fees or expenses [1].

Core Insights - Urgently Inc. reported a 4% year-over-year revenue growth in Q4 2025, reaching $33.3 million, with a gross profit increase of 23% to $8.7 million and a gross margin expansion to 26% [2][6] - The company achieved a significant reduction in GAAP operating loss by 46%, down to $2.5 million, and reported its second consecutive quarter of positive non-GAAP operating income of $0.2 million, an improvement of 106% [2][6] - Urgently announced a definitive merger agreement to be acquired by Agero, Inc., leading to the cancellation of its earnings call and suspension of guidance for Q1 2026 and the full year 2026 [5] Financial Performance - Q4 2025 revenue was $33.3 million, a 4% increase from the previous year, while full-year revenue decreased by 10% to $129.2 million [6][17] - Gross profit for Q4 2025 was $8.7 million, up 23% year-over-year, with a gross margin of 26%, compared to 22% in the prior year [2][6] - GAAP operating expenses improved by 4% to $11.2 million in Q4 2025, while non-GAAP operating expenses decreased by 15% to $8.6 million [6][17] Operational Highlights - Approximately 194,000 dispatches were completed in Q4 2025, with a consumer satisfaction score of 4.7 out of 5 stars [6] - For the full year, approximately 768,000 dispatches were completed, with a consumer satisfaction score of 4.6 out of 5 stars [6] Merger and Acquisition - Urgently has entered into a definitive merger agreement with Agero, Inc., which will impact its future financial guidance and earnings call [5]

Core Viewpoint - Agero, Inc. has announced its acquisition of Urgently, Inc. for $5.50 per share, aiming to enhance roadside assistance services through combined technology and operational scale [1][7]. Group 1: Acquisition Details - The acquisition price is set at $5.50 per share in cash, with a wholly owned subsidiary of Agero to commence a tender offer for all outstanding shares of Urgently [1][7]. - The transaction is expected to close by the end of May 2026, subject to customary closing conditions, including the tender of a majority of Urgently's outstanding shares [7]. Group 2: Strategic Rationale - The merger combines Agero's and Urgently's strengths in technology and service delivery, aiming to serve over 150 million vehicles and manage 13 million events annually [2][3]. - Both companies emphasize a commitment to improving roadside assistance through advanced technology, AI, and data insights, which will enhance customer experiences [2][4]. Group 3: Company Profiles - Agero is a leading provider of digital driver assistance services, managing a large network of independent service providers and responding to approximately 13 million service events annually [11]. - Urgently focuses on technology-driven roadside assistance solutions, utilizing AI and real-time data to enhance customer satisfaction and loyalty [12].

Market Overview - The U.S. stock market is closing 2025 on a cautious note, with major index futures edging lower, extending a three-session losing streak, and hopes for a year-end "Santa Claus" rally fading [1] - Despite the recent pullback, 2025 has been a remarkable year for equities, with the S&P 500 poised for its third consecutive year of double-digit gains [1] Premarket Trading and Futures Movements - As of early Wednesday, U.S. stock futures indicated a softer open, with Nasdaq 100 futures down 0.43%, S&P 500 futures down 0.28%, and Dow Jones futures down 0.14% [2] - The S&P 500, Nasdaq Composite, and Dow Jones all finished slightly lower on Tuesday, marking the third consecutive day of losses [2] Commodities Market - Crude oil futures were trading lower by 0.38%, around $57.72 per barrel, while Gold Spot was down 0.35% to approximately $4,324.59 per ounce [3] Major Market Indexes Performance - The S&P 500 is on track for an annual gain of 17-18%, the Dow Jones has advanced 13-14%, and the Nasdaq Composite has jumped nearly 21% in 2025 [4] - This performance marks the S&P 500's third consecutive year of double-digit returns, a rare achievement since the 1940s [4] Federal Reserve Outlook - The Federal Reserve is expected to cut rates in 2026, with uncertainty regarding the extent and pace due to internal divisions and mixed economic data [6] - The FOMC approved a quarter-point reduction in December 2025, bringing the main interest rate to a range between 3.5% and 3.75% [6] - Inflation remains above the Fed's 2% target, with unemployment rising to 4.6% in November and only 64,000 jobs added [6] Corporate Developments - Vanda Pharmaceuticals shares surged over 18% after receiving FDA approval for its drug NEREUS [13] - Nike shares rose 1.54% following CEO Elliott Hill's purchase of approximately $1 million in company shares [13] - Nvidia's stock surged approximately 180% in 2025, driven by robust demand for AI chips, with ByteDance planning to increase spending on Nvidia's AI chips to around $14 billion in 2026 [13] - Urgent.ly Inc. shares rose significantly after the adjournment of its annual stockholder meeting [13] - Applied Digital announced a proposed merger with EKSO Bionics, leading to a 40% surge in EKSO shares [13] - FONAR Corporation shares surged 28.4% after confirming its acquisition by an insider-led group [13] - Society Pass Incorporated shares jumped 16.4% following a newly priced public offering [13] - Palantir and Tesla saw their shares decline amidst concerns about technology giants' capital expenditures [13] - Boeing shares advanced 0.6% after being awarded an $8.58 billion contract by the Defense Department [13] - Meta Platforms shares ended up 1.1% following its acquisition of an AI startup for over $2 billion [13]

Customer and Service Provider Network - As of September 30, 2025, the company has 59 Customer Partners and over 74,000 participating Service Provider vehicle drivers in its network[103]. Dispatch and Revenue Performance - For the three months ended September 30, 2025, the company completed approximately 194,000 dispatches, a decrease from 219,000 dispatches in the same period of 2024[119]. - For the nine months ended September 30, 2025, the company completed approximately 574,000 dispatches, down from 656,000 dispatches in the same period of 2024[119]. - Total revenue decreased by $3.3 million, or 9%, to $32.9 million for the three months ended September 30, 2025, compared to $36.2 million for the same period in 2024[141]. - Revenue decreased by $15.0 million, or 14%, to $95.9 million for the nine months ended September 30, 2025, compared to $110.9 million for the same period in 2024[156]. Cost and Profit Analysis - Cost of revenue decreased by $3.6 million, or 13%, to $24.8 million for the three months ended September 30, 2025, primarily due to a decline in dispatch volume[143]. - Cost of revenue decreased by $14.6 million, or 17%, to $71.9 million for the nine months ended September 30, 2025, primarily due to a decline in dispatch volume[157]. - Gross profit increased by $0.3 million to $8.1 million for the three months ended September 30, 2025, driven by improved unit economics per dispatch[144]. - Gross profit for the nine months ended September 30, 2025 was $24.0 million, a slight decrease from $24.4 million in the same period of 2024[158]. Operating Expenses - Non-GAAP operating expenses for the three months ended September 30, 2025, were $7.988 million, compared to $10.710 million for the same period in 2024, reflecting a decrease of approximately 25.5%[122]. - Total operating expenses decreased by $3.8 million, or 28%, to $9.9 million for the three months ended September 30, 2025[140]. - Research and development expenses decreased by $1.3 million, or 42%, to $1.8 million for the three months ended September 30, 2025[145]. - Sales and marketing expenses decreased by $0.8 million, or 53%, to $0.7 million for the three months ended September 30, 2025[147]. - General and administrative expenses decreased by $1.3 million, or 26%, to $3.7 million for the three months ended September 30, 2025[151]. - Research and development expenses decreased by $5.7 million, or 51%, to $5.4 million, representing 6% of total revenue, down from 10%[160][161]. - Sales and marketing expenses decreased by $3.0 million, or 59%, to $2.1 million, representing 2% of total revenue, down from 5%[162][163]. - Operations and support expenses decreased by $3.6 million, or 33%, to $7.3 million, representing 8% of total revenue, down from 10%[164][165]. - General and administrative expenses decreased by $4.2 million, or 25%, to $12.3 million, representing 13% of total revenue, down from 15%[166][167]. Net Loss and Cash Flow - Net loss for the three months ended September 30, 2025, was $5.2 million, compared to a net loss of $10.6 million for the same period in 2024[140]. - Net cash used in operating activities for the nine months ended September 30, 2025 was $5.6 million, an improvement from $28.8 million in the same period of 2024[182][183]. - Net cash used in investing activities for the nine months ended September 30, 2025 was $4.0 million, compared to a net cash provided of $26.0 million in 2024[184][185]. - Net cash used in financing activities for the nine months ended September 30, 2025 was $0.6 million, a decrease from $18.1 million in 2024[187][188]. Debt and Cash Position - As of September 30, 2025, the principal debt balance totaled $61.0 million, with maturity dates through July 31, 2026[171]. - The company had $4.0 million in cash, cash equivalents, and restricted cash as of September 30, 2025[171]. Strategic Focus and Future Outlook - The company capitalized $4.1 million in costs associated with internal development of its technology platform for the nine months ended September 30, 2025, and expects to invest an additional $1.0 to $1.5 million in Q4 2025[112]. - The company's gross profit is expected to increase modestly over the long term due to platform enhancements leading to more cost-effective Service Provider costs[129]. - The company aims for 100% Consumer satisfaction, with a consumer satisfaction score of 4.6 out of 5 for both the three and nine months ended September 30, 2025[116]. - The company is focused on investing in proprietary technology, machine learning, and data analytics to streamline operations and improve Consumer experience[111]. - The company anticipates that its platform capabilities will grow to meet the demands of new Customer Partners as its Service Provider network expands[107]. Regulatory and Reporting Status - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards until they apply to private companies[190]. - Management believes there are no material changes to critical accounting estimates that impact the portrayal of financial condition and results of operations[192]. - The company is a smaller reporting company and is not required to provide certain market risk disclosures[194].

Financial Data and Key Metrics Changes - For Q3 2025, the company achieved revenue of $32.9 million, marking a 9% decline or $3.3 million from the same quarter last year, primarily due to reduced dispatch volume from a top OEM customer and decreased revenue from the autonomous business [14] - Gross margin improved to 25%, up from 21% in the same period last year, driven by service dispatch mix and technology optimizations [15] - Non-GAAP operating income for Q3 2025 was $123,000, a significant improvement from a non-GAAP operating loss of $2.9 million in the prior year period, indicating a profitability inflection point [18] Business Line Data and Key Metrics Changes - The company is focusing on new account growth and expanding market share, particularly in the insurance markets, with a new contract launching soon and additional contracts in negotiation [7][8] - The company is also gaining momentum in securing revenue from new logos across various verticals, including fleet and autonomous vehicles [9] Market Data and Key Metrics Changes - The company is positioned to benefit from a potential economic downturn, as increased vehicle breakdowns may lead to higher revenue, particularly from premium OEMs and insurance customers [22][23] - The company anticipates a strong renewal cycle with existing customers, which is crucial for maintaining revenue stability [25][26] Company Strategy and Development Direction - The company aims to return to growth by expanding its existing B2B incident business, securing renewals, and developing new customer partnerships [12] - The company is also focused on transforming the roadside solutions market through product innovations that differentiate it from competitors [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate economic challenges, suggesting that a weakening economy could lead to increased demand for their services [23] - The company expects to maintain non-GAAP operating break-even in Q4 2025, with revenue guidance set between $30-$33 million [19] Other Important Information - The company received a continued listing extension from NASDAQ through February 16, 2026, after presenting a plan to regain compliance with listing rules [4] - The company is actively pursuing strategies to recapitalize its balance sheet to unlock incremental value for shareholders [11] Q&A Session Summary Question: How should investors think about Urgent.ly's positioning in a weakening economy? - Management indicated that the company is somewhat anti-cyclical, as economic downturns may lead to increased vehicle breakdowns, potentially improving revenue [22][23] Question: How should investors view the company's future renewals and customer wins? - Management highlighted strong opportunities in the pipeline, including new insurance contracts and a positive outlook for renewals, suggesting a strong finish to the year [25][26]

Revenue Performance - Revenue for Q3 2025 was $32.9 million, a decrease of 9% year-over-year[6] - Year-to-date revenue was $95.9 million, a decrease of 14% year-over-year[6] Profitability Metrics - Gross profit increased by 4% to $8.1 million, with a gross margin of 25%, up from 21% in the prior year[6] - Non-GAAP operating income was $0.1 million, an improvement of 104% from a non-GAAP loss of $2.9 million in the prior year[6] - The operating loss for Q3 2025 was $1,769,000, an improvement from an operating loss of $5,891,000 in Q3 2024[18] - The company reported a total operating loss of $6,369,000 for the nine months ended September 30, 2025, compared to $22,579,000 in the same period of 2024[18] Operating Expenses - GAAP operating expenses decreased by 28% to $9.9 million, compared to $13.7 million in the prior year[6] - Non-GAAP operating expenses improved by 25% to $8.0 million, down from $10.7 million in the prior year[6] - Total operating expenses for the nine months ended September 30, 2025, were $30,402,000, down from $47,025,000 in the same period of 2024, reflecting a reduction of 35.2%[17] - Non-GAAP operating expenses for the nine months ended September 30, 2025, were $24,483,000, down from $38,660,000 in the same period of 2024, reflecting a reduction of 36.7%[17] Asset Management - Total assets decreased to $42.8 million from $54.1 million at the end of 2024[15] Customer Engagement - Approximately 194,000 dispatches were completed in Q3 2025, maintaining a consumer satisfaction score of 4.6 out of 5 stars[6] - The company continues to focus on expanding relationships with existing customer partners and developing new customer opportunities[3] Expense Breakdown - Depreciation and amortization expenses for Q3 2025 were $1,204,000, slightly up from $1,130,000 in Q3 2024[18] - Stock-based compensation expenses for the nine months ended September 30, 2025, were $1,213,000, down from $1,765,000 in the same period of 2024[17] - Non-recurring transaction costs for Q3 2025 were $419,000, compared to $638,000 in Q3 2024, indicating a decrease of 34.4%[18] - Restructuring costs for Q3 2025 were minimal at $24,000, a significant improvement from $569,000 in Q3 2024[18]

Core Insights - Urgently Inc. reported Q3 2025 financial results showing revenue growth and margin expansion despite a year-over-year revenue decline [1][2] - The company achieved a significant reduction in operating expenses and improved both GAAP operating loss and non-GAAP operating income [2][7] Financial Performance - Revenue for Q3 2025 was $32.9 million, a decrease of 9% year-over-year, while year-to-date revenue was $95.9 million, down 14% [7][17] - Gross profit increased by 4% to $8.1 million, with a gross margin of 25%, up from 21% in the prior year [7][17] - GAAP operating expenses decreased by 28% to $9.9 million compared to $13.7 million in the prior year [7][17] - Non-GAAP operating expenses also improved by 25% to $8.0 million from $10.7 million year-over-year [7][17] - GAAP operating loss was reduced by 70% to $1.8 million from $5.9 million in the prior year [7][17] - Non-GAAP operating income reached $0.1 million, an improvement of 104% compared to a non-GAAP loss of $2.9 million in the prior year [7][17] Operational Metrics - Approximately 194,000 dispatches were completed in Q3 2025, maintaining a consumer satisfaction score of 4.6 out of 5 stars [7][8] - Year-to-date, the company completed around 574,000 dispatches with the same consumer satisfaction score [7][8] Strategic Focus - The company is focused on returning to growth by expanding relationships with existing customer partners and developing new customer opportunities [2][8] - Urgently aims to enhance user experiences through its technology-driven roadside assistance solutions [8]

Core Viewpoint - Urgently Inc. is set to release its third quarter 2025 financial results on November 12, 2025, and will host a conference call to discuss these results [1][2]. Company Overview - Urgently is a leading provider of digital roadside and mobility assistance technology and services, focusing on ensuring safe and uninterrupted movement for drivers [4]. - The company utilizes a digitally native software platform that integrates location-based services, real-time data, AI, and machine-to-machine communication to enhance roadside assistance solutions [4]. - Urgently aims to meet the demand for connected roadside assistance services, enabling partners in various sectors such as automotive, insurance, and telematics to deliver high customer satisfaction and loyalty [4].