urban-gro, Inc. Receives Nasdaq Determination Regarding Continued Listing Requirements

Rhea-AI Summary

urban-gro (Nasdaq:UGRO) received a Nasdaq determination letter dated November 24, 2025, notifying the company that its failure to timely file the Form 10-Q for the period ended September 30, 2025 is an additional basis for delisting under Nasdaq Listing Rule 5250(c)(1).

A Nasdaq Hearings Panel previously granted continued listing on condition the company regains compliance with the Timely Filing Requirement, maintains $2.5 million stockholders' equity by December 31, 2025, and achieves a $1.00 bid price by January 28, 2026. The Panel asked for the company’s written views by November 25, 2025, and urban-gro intends to submit them. There is no assurance the company will regain compliance.

Positive

• Panel previously granted conditional continued listing
• Company intends to submit written response by November 25, 2025

Negative

• Failure to file Form 10-Q for quarter ended September 30, 2025
• Possible delisting under Nasdaq Listing Rule 5250(c)(1)
• Must regain $2.5M stockholders' equity by December 31, 2025
• Must reach $1.00 bid price by January 28, 2026

Insights

Corporate Listing Analyst

Nasdaq added a delisting deficiency after a missed Form 10-Q, increasing the risk to the company’s continued Nasdaq listing.

The company failed to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2025, and Nasdaq notified the company that this missed filing constitutes an additional basis for delisting under Nasdaq Listing Rule 5250(c)(1). A Nasdaq Hearings Panel previously allowed continued listing on condition that the company regain compliance with the Timely Filing Requirement, Nasdaq Listing Rule 5550(b)(1) to maintain minimum stockholders’ equity of $2.5 million on or before December 31, 2025, and Nasdaq Listing Rule 5550(a)(2) requiring a bid price of at least $1.00 per share by January 28, 2026.

The Panel has asked for the company’s written views by November 25, 2025, and will consider the additional deficiency when deciding on continued listing. The company stated it intends to make the requested submission. Key dependencies include the timely submission to Nasdaq, successful filing of the delinquent Form 10-Q, meeting the $2.5 million equity threshold by December 31, 2025, and restoring the bid price by January 28, 2026. Watch for the company’s written submission by November 25, 2025, a filed Form 10-Q, any disclosure of how the company will meet the $2.5 million equity requirement, and progress or definitive terms (if disclosed) on the previously announced merger transaction involving Flash Sports & Media as that item was cited in forward-looking risk factors.

LAFAYETTE, CO / ACCESS Newswire / November 24, 2025 / urban-gro, Inc. (Nasdaq:UGRO) ("urban-gro" or the "Company") today announced that it has received a determination letter (the "Letter") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that its failure to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 constitutes an additional basis for delisting the Company's securities under Nasdaq Listing Rule 5250(c)(1) (the "Timely Filing Requirement").

As previously disclosed, on October 30, 2025, a Nasdaq Hearings Panel (the "Panel") granted the Company's request to continue its listing on The Nasdaq Capital Market, conditioned upon the Company regaining compliance with the Timely Filing Requirement and Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain minimum stockholders' equity of $2.5 million (the "Stockholders' Equity Requirement") on or before December 31, 2025, and regaining compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company's common stock to have a bid price of at least $1.00 per share (the "Bid Price Rule"), on or before January 28, 2026. The Letter states that the Panel will consider the additional deficiency in its decision regarding the Company's continued listing and has requested that the Company present its views in writing by November 25, 2025. The Company intends to make such submission by the requested date.

There can be no assurance that the Company will be able to regain compliance with the Bid Price Rule, the Timely Filing Requirement, or the Stockholders' Equity Requirement, or otherwise satisfy the requirements for continued listing under applicable Nasdaq Listing Rules.

Safe Harbor Statement

This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release, terms such as "believes," "will," "expects," "anticipates," "may," "projects" and similar expressions and variations as they relate to the Company, or its management are intended to identify forward-looking statements. The forward-looking statements in this press release include, without limitation, statements regarding the Company's submission of requested information to Nasdaq, and its efforts to regain compliance with Nasdaq listing standards. These and other forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including, among others, the Company's ability to negotiate and execute definitive transaction documents for the previously announced merger transaction involving Flash Sports & Media, the Company's ability to accurately forecast revenues and costs, competition for projects in the Company's markets, factors that could cause delays or the cancellation of projects in the Company's backlog or its ability to secure future projects, the Company's ability to maintain favorable relationships with suppliers, risks associated with reliance on key customers and suppliers, the Company's ability to attract and retain key personnel, results of litigation and other claims and insurance coverage issues, the Company's ability to implement effective internal controls, the Company's ability to execute on its strategic plans, the Company's ability to achieve and maintain cost savings, the Company's ability to remain listed on the Nasdaq Capital Market, and the Company's ability to make required filings with the Securities and Exchange Commission. A more detailed description of these and certain other factors that could affect actual results is included in the Company's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.

Investor Contacts:
investors@urban-gro.com

SOURCE: urban-gro, Inc.

View the original press release on ACCESS Newswire

FAQ

What did urban-gro (UGRO) receive from Nasdaq on November 24, 2025?

Nasdaq sent a determination letter stating the late Form 10-Q filing is an additional basis for delisting under Listing Rule 5250(c)(1).

What deadlines must urban-gro (UGRO) meet to retain Nasdaq listing?

Regain $2.5M stockholders' equity by Dec 31, 2025 and a $1.00 bid price by Jan 28, 2026, plus timely SEC filings.

What is urban-gro’s next procedural step after the Nasdaq letter?

urban-gro intends to submit its written views to the Nasdaq Hearings Panel by Nov 25, 2025 as requested.

Does the Nasdaq letter guarantee delisting of UGRO common stock?

No; the letter identifies an additional deficiency and the Panel will decide on continued listing after reviewing the company's response.

How does the late 10-Q affect urban-gro (UGRO) investors in the short term?

The late filing creates regulatory risk and potential delisting, which could materially affect liquidity and trading of UGRO shares.

Where can investors find updates on urban-gro (UGRO) Nasdaq compliance status?

Investors should monitor the company's SEC filings and press releases and check Nasdaq notices for status updates.