Private company

Urgent.ly Inc.

In its 2026 annual report the company says: “We are a leading connected mobility assistance software platform, matching vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. We offer an innovative alternative to this traditional experience, leveraging our digitally native software platform to match supply and demand in our network and deliver exceptional mobility assistance experiences at scale.”3 It is headquartered in Ashburn, Virginia.1

Last updated Oct 20, 2026.

Overview

  • IndustryServices-Computer Processing & Data Preparation1
  • HeadquartersAshburn, Virginia1
  • Incorporated inDE2
  • Business address44927 George Washington Blvd., Suite 265, Office 209, Ashburn, Va 201472
  • Filer category, Emerging growth company2
  • Legal formCorporation

We are a leading connected mobility assistance software platform, matching vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. The traditional experience of a vehicle breakdown is often stressful and inconvenient for stranded drivers, compounded by processes that lack transparency and lead to long wait times. We offer an innovative alternative to this traditional experience, leveraging our digitally native software platform to match supply and demand in our network and deliver exceptional mobility assistance experiences at scale.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

25.4%Gross margin4
-6.9%Operating margin4
-15.8%Net margin4
-9.6%Revenue growth, 20254

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue75¢$96.4M
  • Research and development6¢$7.2M
  • Other costs18¢$23.7M
  • Income tax1¢$1.9M

Out of $129.2M in revenue.4 The company lost money this year.

Financial statements

Revenue564$129.2M in 2025−13% since 2021
0$50.0M$100.0M$150.0M$200.0M2021: $148.5M$148.5M20212022: $187.6M$187.6M2022+26%2023: $184.7M$184.7M2023−2%2024: $142.9M$142.9M2024−23%2025: $129.2M$129.2M2025−10%
Gross profit564$32.8M in 2025+290% since 2021
0$10.0M$20.0M$30.0M$40.0M2021: $8.4M$8.4M20212022: $20.1M$20.1M2022+139%2023: $37.9M$37.9M2023+88%2024: $31.6M$31.6M2024−17%2025: $32.8M$32.8M2025+4%
Operating income564-$8.9M in 2025−82% since 2021
-$60.0M-$40.0M-$20.0M02021: -$49.8M-$49.8M20212022: -$53.6M-$53.6M2022+8%2023: -$46.1M-$46.1M2023−14%2024: -$27.2M-$27.2M2024−41%2025: -$8.9M-$8.9M2025−67%
Net income564-$20.4M in 2025−64% since 2021
-$100.0M-$50.0M0$50.0M$100.0M2021: -$56.3M-$56.3M20212022: -$96.0M-$96.0M2022+70%2023: $74.7M$74.7M20232024: -$44.0M-$44.0M20242025: -$20.4M-$20.4M2025−54%
Fiscal year202020212022202320242025
Revenue$148.5M5$187.6M5$184.7M6$142.9M4$129.2M4
Cost of revenue$140.1M5$167.4M5$146.8M6$111.3M4$96.4M4
Gross profit$8.4M5$20.1M5$37.9M6$31.6M4$32.8M4
Research and development$12.3M5$16.7M5$16.9M6$13.9M4$7.2M4
Operating expenses$58.2M5$73.7M5$84.0M6$58.8M4$41.6M4
Operating income-$49.8M5-$53.6M5-$46.1M6-$27.2M4-$8.9M4
Interest$3.7M5$31.5M5$46.8M5
Income before tax-$56.3M5-$96.0M5$72.6M6-$42.8M4-$22.3M4
Income tax-$2.1M6$1.2M4-$1.9M4
Net income-$56.3M5-$96.0M5$74.7M6-$44.0M4-$20.4M4
Earnings per share-$1,061.645-$949.365$26.986-$39.364-$13.694
Earnings per share (diluted)-$1,061.645-$949.365$25.366-$39.364-$13.694
Shares (weighted, basic)53.1K shares5101.1K shares52.8M shares61.1M shares41.5M shares4
Shares (weighted, diluted)53.1K shares5101.1K shares52.9M shares61.1M shares41.5M shares4

Compare Urgent.ly Inc. with another company

Corporate structure

Urgent.ly Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Urgent.ly Inc.

  • Beryl Capital Management LLC Filed SCHEDULE 13G/A on Urgent.ly Inc., latest Jul 6, 2026 (2 filings since Mar 23, 2026)
  • Mithaq Capital SPC Filed SCHEDULE 13G/A on Urgent.ly Inc., latest Jan 28, 2026 (2 filings since Oct 30, 2023)
  • Iron Gate Management LLC Filed SCHEDULE 13G/A on Urgent.ly Inc., latest Nov 17, 2025 (2 filings since Feb 14, 2024)
  • Senvest Management, LLC Filed SC 13G/A on Urgent.ly Inc., latest Nov 12, 2024 (2 filings since Oct 27, 2023)
  • Urgent.ly Inc. Ashburn, Virginia

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Urgent.ly Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.9M4 Dec 31, 2025$2.0M4 Dec 31, 2024−6.5%
Accumulated depreciation$584.0K4 Dec 31, 2025$405.0K4 Dec 31, 2024+44.2%
Property and equipment, net$1.3M4 Dec 31, 2025$1.6M4 Dec 31, 2024−19.5%
Operating-lease assets (leased space)$04 Dec 31, 2025$810.0K4 Dec 31, 2024−100.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$5.2M4 Dec 31, 2025$14.1M4 Dec 31, 2024−63.3%
Marketable securities, current$06 Dec 31, 2024$20.8M6 Dec 31, 2023−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$2.8M4 Dec 31, 2025$4.4M4 Dec 31, 2024−35.5%
Finite-lived intangibles, gross$6.4M4 Dec 31, 2025$6.4M4 Dec 31, 20240%
Accumulated amortization$3.6M4 Dec 31, 2025$2.0M4 Dec 31, 2024+77.7%
Finite-lived intangibles, net$2.8M4 Dec 31, 2025$4.4M4 Dec 31, 2024−35.5%

Properties, in its own words

Our headquarters are located in Ashburn, Virginia, where we lease office space on a month to month basis.

We believe that our facilities meet our needs for the immediate future and expect that, should it be needed, additional space will be available to accommodate any future expansion of our operations.

Item 2 of the 10-K filed Mar 27, 2026.3

Leadership

Who has led Urgent.ly Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (9)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorBenjamin Volkow named Oct 20, 2023 to Mar 6, 202520
  • DirectorGina Dominag named Apr 21, 202321
  • DirectorRyan Pollack named Apr 21, 202321

Timeline

  1. Apr 28, 20268-K Completed an acquisition or sale; Change to shareholders' rights; Change in control22
  2. Mar 17, 20268-K Listing notice or transfer23
  3. Mar 16, 20268-K Entered a material agreement; Results of operations; Regulation FD disclosure24
  4. Jan 29, 20268-K Shareholder vote25
  5. Dec 29, 20258-K Regulation FD disclosure26
  6. Nov 12, 20258-K Results of operations27
  7. Oct 24, 20258-K Director nominations28
  8. Sep 22, 20258-K Listing notice or transfer29
  9. Aug 12, 20258-K Results of operations30
  10. Aug 8, 20258-K Executive or director change31
  11. Jul 23, 20258-K Executive or director change32
  12. Jul 11, 20258-K Entered a material agreement; Executive or director change33
  13. Oct 18, 2023New chief executive Matthew Booth becomes CEO9

Calendar

When it reported results

  1. Mar 16, 2026Reported quarterly or annual results24
  2. Nov 12, 2025Reported quarterly or annual results27
  3. Aug 12, 2025Reported quarterly or annual results30
  4. May 13, 2025Reported quarterly or annual results34
  5. Mar 12, 2025Reported quarterly or annual results35
  6. Nov 12, 2024Reported quarterly or annual results36
  7. Aug 12, 2024Reported quarterly or annual results37
  8. May 13, 2024Reported quarterly or annual results38

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

298 filings to the SEC since October 2021: 4 annual reports, 8 quarterly reports, 31 major events, 121 insider forms, 8 large holders, 3 private raises, 123 other. The latest 20:

  1. Jul 6, 2026SCHEDULE 13G/A EDGAR
  2. May 11, 202615-12G EDGAR
  3. Apr 30, 2026EFFECT EDGAR
  4. Apr 30, 2026EFFECT EDGAR
  5. Apr 30, 2026EFFECT EDGAR
  6. Apr 29, 2026S-8 POS EDGAR
  7. Apr 29, 2026S-8 POS EDGAR
  8. Apr 29, 2026S-8 POS EDGAR
  9. Apr 29, 2026S-8 POS EDGAR
  10. Apr 29, 2026POS AM EDGAR
  11. Apr 29, 2026POS AM EDGAR
  12. Apr 29, 2026POS AM EDGAR
  13. Apr 28, 20264 EDGAR
  14. Apr 28, 20264 EDGAR
  15. Apr 28, 20264 EDGAR
  16. Apr 28, 20264 EDGAR
  17. Apr 28, 20264 EDGAR
  18. Apr 28, 20264 EDGAR
  19. Apr 28, 20264 EDGAR
  20. Apr 28, 20268-K EDGAR

The 298 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

117 open-market trades by officers, directors and large owners since October 2021: 2 buys and 115 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 19, 2025Ben VolkowDirectorSale1,457$4.06$5.9KForm 4
Sep 18, 2025Ben VolkowDirectorSale800$3.78$3.0KForm 4
Aug 21, 2025Ben VolkowDirectorSale556$4.55$2.5KForm 4
Aug 20, 2025Ben VolkowDirectorSale800$4.59$3.7KForm 4
Aug 19, 2025Ben VolkowDirectorSale600$4.78$2.9KForm 4
Aug 18, 2025Ben VolkowDirectorSale300$4.93$1.5KForm 4
Jul 18, 2025Ben VolkowDirectorSale2,256$6.68$15.1KForm 4
Jun 18, 2025Ben VolkowDirectorSale2,256$4.04$9.1KForm 4
May 20, 2025Ben VolkowDirectorSale256$7.24$1.9KForm 4
May 19, 2025Ben VolkowDirectorSale2,000$7.21$14.4KForm 4
Apr 23, 2025Ben VolkowDirectorSale1,256$4.75$6.0KForm 4
Apr 22, 2025Ben VolkowDirectorSale600$4.67$2.8KForm 4
Apr 21, 2025Ben VolkowDirectorSale400$4.58$1.8KForm 4
Mar 18, 2025Ben VolkowDirectorSale2,256$3.34$7.5KForm 4
Feb 26, 2025Ben VolkowDirectorSale2,178$0.44$958Form 4
Feb 25, 2025Ben VolkowDirectorSale3,100$0.43$1.3KForm 4
Feb 24, 2025Ben VolkowDirectorSale7,900$0.45$3.6KForm 4
Feb 21, 2025Ben VolkowDirectorSale3,400$0.46$1.6KForm 4
Feb 20, 2025Ben VolkowDirectorSale1,500$0.48$720Form 4
Feb 19, 2025Ben VolkowDirectorSale1,400$0.49$686Form 4

All 117 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Matthew BoothChief Executive Officer54$503.8K$612.9K43
2024Timothy HuffmyerFormer Chief Financial Officer$403.1K$502.9K43
2023Matthew BoothChief Executive Officer54$380.0K$2.6M43
2023Timothy HuffmyerFormer Chief Financial Officer$360.0K$2.2M43

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Feb 26, 2025Raised $1.1 million in a private offering of equity Form D: 7 investors so far Form D
  2. Oct 19, 2023Raised $84.7 million in a private offering of equity Form D: 66 investors so far Form D
  3. Apr 6, 2023Raised $3.5 million in a private offering of debt Form D: $30 million offered in all Form D

SEC filer profile

How Urgent.ly Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUrgent.ly Inc.1
  • CIK0001603652
  • Employer ID (EIN)46-28486403
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address44927 George Washington Blvd., Suite 265, Office 209, Ashburn, VA 201471
  • Phone571-350-36001
  • Shares outstanding2,196,934 shares as of Mar 25, 20263
  • Public float$7.8M as of Jun 30, 20253
  • AuditorCohnReznick LLP, Tysons, Virginia PCAOB ID 596; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceApr 17, 20141
  • Filings303 in all: 4 (107), 8-K (31), 425 (23), CORRESP (13), 3 (11), EFFECT (10), UPLOAD (9), 10-Q (8)1
    All 46 form types

    144 (7), 424B3 (7), D (7), POS AM (6), SC14D9C (5), S-8 (4), S-8 POS (4), 10-K (3), DEF 14A (3), S-3 (3), SC 13G (3), SC 14D9/A (3), SC TO-T/A (3), SCHEDULE 13G/A (3), 4/A (2), ARS (2), DEFA14A (2), S-1/A (2), S-4/A (2), SC TO-C (2), 10-K/A (1), 144/A (1), 15-12G (1), 25-NSE (1), 3/A (1), 424B5 (1), 8-A12B (1), CERT (1), DRS (1), PRE 14A (1), S-1 (1), S-3/A (1), S-4 (1), S-4MEF (1), SC 13G/A (1), SC 14D9 (1), SC TO-T (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Nov 13, 2025
    Proxy statement (DEF 14A) Nov 17, 2025
    Latest 8-K (8-K) Apr 28, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.001 per shareULYX

From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Urgent.ly Inc. names in Item 1A of its 10-K filed Mar 27, 2026: 70 risks under these headings, as written.3

  • Risks Related to the Offer and the Merger
  • The Offer and the Merger are subject to a number of conditions beyond our control. Failure to complete the Offer and the Merger within the expected time frame, or at all, could have a material adverse effect on our business, operating results, financial condition and our share price.
  • The Merger Agreement contains provisions that could discourage a potential competing acquirer.
  • Stockholder litigation could prevent or delay the consummation of the Offer and the Merger or otherwise negatively impact our business, operating results and financial condition.
  • We may become involved in securities class action litigation that could divert management’s attention and harm our business, and insurance coverage may not be sufficient to cover all costs and damages.
  • Our executive officers and directors may have interests in the Offer and the Merger that are different from, or in addition to, those of our stockholders generally.
  • While the Offer and the Merger are pending, we are subject to business uncertainties and contractual restrictions that could disrupt our business, and the Offer and the Merger may impair our ability to attract and retain qualified employees or retain and maintain relationships with our Service Providers and Customer Partners.
  • We have incurred, and will continue to incur, direct and indirect costs as a result of the Offer and the Merger.
  • If we are not able to complete the Offer and the Merger, we will likely pursue other strategic alternatives. We may not be successful in identifying and implementing any strategic business combination or other transaction, in which case we will evaluate restructurings or dissolution, and any strategic transaction that we may consummate in the future could have negative consequences. There can be no assurance that the terms of any such other transaction will be favorable.
  • Our ability to consummate the Offer and the Merger or complete another strategic transaction or our dissolution and liquidation depends on our ability to retain our employees and engage other advisors and consultants required to consummate such transactions.
  • Risks Related to Our Business and Industry
  • If we fail to retain existing Customer Partners and acquire new Customer Partners, or fail to do so in a cost-effective manner, we may be unable to improve margins and achieve profitability and our business, financial condition and results of operations may be adversely affected.
The other 60 risks
  • We face significant competition in the roadside assistance and mobility assistance industries and may be unsuccessful in maintaining and growing our market position against current and future competitors, which could adversely affect our business, financial condition and results of operations.
  • We have a history of losses and may continue to generate operating losses for the foreseeable future.
  • We may require additional capital, which may not be available on acceptable terms or at all.
  • We are substantially dependent on a limited number of Customer Partners.
  • If Customer Partners terminate or do not renew their service contracts with us or reduce their use of our platform, our revenue will decline and our business, operating results and financial condition could be adversely affected.
  • Our failure or the failure of our third-party service providers to protect our website, networks and systems against cybersecurity incidents, or otherwise to protect our confidential information or that of our Consumers, Customer Partners and Service Providers, could damage our reputation and brand and adversely affect our business, financial condition and results of operations.
  • If we are unable to successfully implement AI on our platform, our business, financial condition and results of operations could be adversely affected.
  • We rely on AWS to deliver our platform to Consumers, and any disruption of, or interference with, our use of AWS could adversely affect our business, financial condition and results of operations.
  • If Customer Partners do not expand their use of our platform beyond their current roadside solutions, our ability to grow our business, financial condition and results of operations could be adversely affected.
  • We face risks related to successfully optimizing and operating our network of Service Providers and call center operations.
  • For the years ended December 31, 2025 and 2024, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements.
  • We have identified material weaknesses in our internal controls over financial reporting. If we are unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future or otherwise are unable to develop and maintain an effective system of internal controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results.
  • Our historical growth rates may not be sustainable or indicative of our future growth and we may not be able to successfully manage the challenges to our future growth.
  • If we are unable to address the service requirements of EVs, our business, financial condition and results of operations could be adversely affected.
  • Failure to offer high-quality Consumer support may harm our relationships with Consumers and Customer Partners, and could adversely affect our reputation, brand, business, financial condition and results of operations.
  • Our expansion into new roadside assistance solutions, Customer Partners and Service Providers, technologies and geographic regions subjects us to additional risks.
  • Our ability to provide connected vehicle services will depend on our ability to access data from external providers at reasonable terms and prices. Our data providers might restrict the use of, or refuse to license, data, which could lead to our inability to access certain data or provide certain services and, as a result, materially and adversely affect our operating results and financial condition.
  • Our issuance of additional shares of Common Stock in connection with financings, acquisitions, investments, or otherwise will dilute all other common stockholders.
  • Risks Relating to Our Operations
  • Our limited operating history and evolving business model make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
  • We have a rapidly evolving business model, which, in a similarly rapidly evolving industry, subjects us to increased risks that could adversely affect our business, financial condition and results of operations.
  • Our sales cycle with Customer Partners may be lengthy and variable, which may make it difficult for us to forecast revenue and other operating results.
  • We may need to change our pricing model for our platform’s offerings, which in turn could adversely affect our business, financial condition and results of operations.
  • We and our Service Providers may face difficulties in meeting labor needs, which could adversely impact our business, financial condition and results of operations.
  • Adverse economic conditions or reduced automotive usage may adversely affect our business, financial condition and results of operations.
  • The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could adversely affect our business, financial condition and results of operations.
  • Our management team has limited experience managing a public company.
  • We may be unable to accurately forecast demand for mobility assistance services and appropriately plan our expenses in the future.
  • Weather events, natural disasters and other events beyond our control could adversely affect our business.
  • If we fail to cost-effectively attract and retain Service Providers, our business, financial condition and results of operations could be adversely affected.
  • We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses, facilities, technologies or products, or through strategic alliances, and the failure to manage these acquisitions, investments or strategic alliances, or to effectively integrate them with our existing business, could have a material adverse effect.
  • Our insurance coverage may not be adequate.
  • Parties with whom we do business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations.
  • Our international operations subject us to additional costs and risks, which could adversely affect our business, financial condition and results of operations.
  • Failure to comply with anti-bribery and anti-corruption laws, anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences.
  • Our ability to use net operating loss (“NOL”) carryforwards and other tax attributes may be limited due to prior and potential future ownership changes.
  • Legal and Regulatory Risks
  • The terms of our existing Loan Agreements require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business.
  • We have in the past defaulted on certain financial, reporting and other covenants under our outstanding loan agreements. While we have to date been successful in obtaining compliance waivers with respect to such covenant defaults, we may not be able to do so in the future on terms advantageous to us or at all.
  • Service Providers that have not complied with our insurance, licensure and other requirements may subject us to a number of risks.
  • We rely on unpatented proprietary technology, trade secrets, processes and know-how.
  • Our inability or failure to protect our intellectual property rights, or any claim that we have infringed upon third-party intellectual property rights, could have a negative impact on operating results.
  • Our use of open source software may lead to possible litigation, negatively affect sales, compromise our proprietary rights and create liability.
  • We may be involved from time to time in claims, lawsuits, government investigations and other proceedings that could adversely affect our business, financial condition, and results of operations.
  • Unanticipated changes in tax laws may affect future financial results.
  • Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our results of operations.
  • Failure to comply with laws and regulations relating to privacy, data protection, cybersecurity, advertising and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to such matters, could adversely affect our business, financial condition and results of operations.
  • We are subject to governmental export and import control laws and regulations. Our failure to comply with these laws and regulations could materially and adversely affect our business, prospects, financial condition and results of operations.
  • Risks Related to Being a Public Company
  • The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
  • We have incurred and will continue to incur increased costs and obligations as a result of being a public company.
  • Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
  • Risks Related to Ownership of Our Securities
  • Our securities have been delisted from Nasdaq, which has limited and may continue to limit investors’ ability to make transactions in our securities.
  • An active trading market for our securities may never develop and investors may find it difficult to buy and sell our shares, which would further adversely affect the liquidity and price of our securities.
  • Our stock price may be volatile and may decline regardless of our operating performance.
  • We qualify as an “emerging growth company” within the meaning of the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors and make it more difficult to compare our performance to the performance of other public companies.
  • Future sales of shares by existing stockholders could cause our stock price to decline.
  • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our Common Stock adversely, the trading price or trading volume of the Common Stock could decline.
  • Delaware law and provisions in our Charter and Bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Common Stock.
  • Our Charter provides that the Court of Chancery of the state of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Our ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. Our failure to raise capital when needed could harm our business, operating results and financial condition. Debt or equity issued to raise additional capital may reduce the value of our Common Stock.
  • We may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock.
  • We do not intend to pay dividends for the foreseeable future.

Legal proceedings

From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business, including assertions by third parties relating to breaches of contract, employment-related matters or intellectual property infringement as well as governmental and other regulatory investigations and proceedings. We are not currently a party to any actions, claims, suits or other legal proceedings the outcome of which, if determined adversely, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations. Future litigation may be necessary to defend ourselves, our partners, and our customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

The opening of Item 3, Legal Proceedings.3

Sources

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