Urgent.ly (ULY) Announces 1:12 Reverse Share Split

Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, announced today that it will effect a reverse stock split of its common stock (including special voting common stock) at a reverse stock split ratio of 1-for-12, effective as of the close of trading on March 17, 2025 (the “Effective Time”), in order to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq’s Marketplace Rule 5550(a)(2). Urgently’s common stock is expected to begin trading on a reverse-split-adjusted basis on Nasdaq as of the open of trading on March 18, 2025 under the existing ticker symbol “ULY.”

Urgently’s stockholders approved the reverse stock split and granted Urgently’s board of directors the authority to determine the final reverse stock split ratio and when to proceed with the reverse stock split at a Special Meeting of Stockholders held on March 12, 2025. Urgently has filed an amendment to its Amended and Restated Certificate of Incorporation to effect the reverse stock split at the ratio of 1-for-12 as of the Effective Time.

The CUSIP number for Urgently’s common stock will change to 916931207 following the reverse stock split.

As of the Effective Time, every 12 shares of Urgently’s issued and outstanding common stock will be combined into one issued and outstanding share of common stock. The total number of authorized shares of common stock will be reduced from 1,000,000,000 to 500,000,000. The number of authorized shares of preferred stock will remain unchanged at 100,000,000 shares, and the par value of Urgently’s common stock (including special voting common stock) will remain unchanged at $0.001 per share. Any fractional shares of common stock that would otherwise be issuable as a result of the reverse stock split will be paid out in cash, with reference to the closing trading price of Urgently’s common stock on the trading day immediately preceding the Effective Time (as adjusted to give effect to the reverse stock split), without interest.

As of the Effective Time, proportional adjustments will also be made to the number of shares of common stock issuable upon the exercise of Urgently’s outstanding warrants and stock options and the number of shares issuable pursuant to outstanding restricted stock units, and the number of shares authorized and reserved for issuance pursuant to Urgently’s equity incentive and employee stock purchase plans. The exercise prices and stock price targets of outstanding stock options, warrants, and equity awards will also be proportionately adjusted, where applicable.

Urgently’s transfer agent, Equiniti Trust Company, LLC, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse-split shares of Urgently’s common stock electronically in book-entry form are not required to take any action to receive post-reverse-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” who have any questions are encouraged to contact their bank, broker or other nominee.

Additional information about the reverse stock split can be found in Urgently’s definitive proxy statement filed with the Securities and Exchange Commission on February 21, 2025, a copy of which is available at www.sec.gov.

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