urban-gro to Implement 1-for-25 Reverse Stock Split

Rhea-AI Summary

urban-gro (Nasdaq:UGRO) will implement a 1-for-25 reverse stock split approved by stockholders on January 30, 2026. Trading on a split-adjusted basis is expected to begin on February 9, 2026.

The company’s outstanding common shares will fall from 17,114,217 to approximately 684,569. Authorized shares and par value remain unchanged. Warrants and stock options will be proportionally adjusted with increased exercise prices. No fractional shares will be issued; cash will be paid in lieu. The new CUSIP is 91704K301. Equiniti will act as exchange agent; stockholders will receive transmittal instructions.

Positive

• Outstanding shares reduced from 17,114,217 to approximately 684,569
• Reverse split authorized by stockholders on January 30, 2026
• Split-adjusted trading expected to begin on February 9, 2026

Negative

• No fractional shares issued; affected holders will receive cash in lieu
• Common stock warrants and stock options will be proportionally reduced with increased exercise prices

Key Figures

Reverse split ratio: 1-for-25 Pre-split shares out: 17,114,217 shares Post-split shares out: 684,569 shares +5 more

8 metrics

Reverse split ratio 1-for-25 Board-approved reverse stock split of common stock

Pre-split shares out 17,114,217 shares Common stock outstanding before reverse split

Post-split shares out 684,569 shares Approximate common stock outstanding after reverse split

Q1 2025 revenue $9.5 million Quarter ended March 31, 2025, vs $15.4M prior year

Q1 2025 net loss $4.0 million Quarter ended March 31, 2025, vs $2.6M prior year

Shareholders’ deficit $28.2 million As disclosed in most recent 10-Q

Cash balance $0.7 million As of latest reported quarter in 10-Q

Private placement proceeds $200,000 2,000,000 unregistered shares at $0.10 per share

Market Reality Check

Price: $0.1373 Vol: Volume 935,523 is 1.63x t...

high vol

$0.1373 Last Close

Volume Volume 935,523 is 1.63x the 20-day average of 574,531, showing elevated trading ahead of the reverse split. high

Technical Pre-split price 0.146 trades below the 0.36 200-day MA, about 86.96% under the 1.12 52-week high and 15.42% above the 0.1265 52-week low.

Peers on Argus

Peer moves are mixed: GP up 3.09%, XOS up 2.26%, while HYFM, ARTW, and HCAI are ...

Peer moves are mixed: GP up 3.09%, XOS up 2.26%, while HYFM, ARTW, and HCAI are down between 2.67% and 18.67%. With no momentum-flagged peers and a company-specific corporate action (reverse split), trading appears stock-specific rather than sector-driven.

Historical Context

3 past events · Latest: Nov 24 (Negative)

Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Nov 24	Nasdaq compliance notice	Negative	+1.5%	Nasdaq cited late Form 10-Q as additional delisting basis and set conditions.
Aug 22	Delisting determination	Negative	+0.9%	Nasdaq delisting determination for filing delays and stockholders’ equity shortfall.
Aug 14	Subsidiary sale LOI	Neutral	-12.7%	Non-binding LOI to sell 2WR subsidiary and refocus operations.

Pattern Detected

Recent Nasdaq compliance and strategic news often saw price moves that diverged from the negative tone of the announcements.

Recent Company History

Over the past six months, urban-gro has faced ongoing Nasdaq listing deficiencies tied to late SEC filings, bid-price and equity requirements, and has explored strategic alternatives and asset sales. On 2025-08-14, it signed a non-binding LOI to sell its 2WR subsidiary, followed by an August delisting determination and a November notice of additional non-compliance. Despite these negative developments, short-term price reactions ranged from about -12.7% to modest gains, indicating uneven market responses. The newly announced reverse split follows this period of listing pressure.

Market Pulse Summary

This announcement outlines a 1-for-25 reverse stock split that will reduce outstanding shares from 1...

Analysis

This announcement outlines a 1-for-25 reverse stock split that will reduce outstanding shares from 17,114,217 to about 684,569 while keeping authorized shares and par value unchanged. It follows a period of Nasdaq listing deficiencies and financial pressure, including Q1 2025 revenue of $9.5 million, a $4.0 million net loss, and a shareholders’ deficit of $28.2 million. Investors may track post-split liquidity, compliance milestones, and capital-raising activity as key datapoints.

Key Terms

reverse stock split, cusip, par value, warrants, +4 more

8 terms

reverse stock split financial

"approved a reverse stock split of one share for every twenty-five (25) shares"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

cusip technical

"The new CUSIP number for the common stock following the reverse stock split is 91704K 301."

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

par value financial

"the par value will remain $0.001 per share."

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

warrants financial

"proportional reduction in the number of common stock warrants and stock options"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

stock options financial

"reduction in the number of common stock warrants and stock options along with an associated increase"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

transfer agent financial

"The Company has retained its transfer agent, Equiniti ("EQ"), to act as exchange agent"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

form 10-q regulatory

"failure to timely file the Form 10-Q for the period ended September 30, 2025"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

going concern financial

"position raise substantial doubt about its ability to continue as a going concern but believes"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

AI-generated analysis. Not financial advice.

LAFAYETTE, CO / ACCESS Newswire / February 5, 2026 / urban-gro, Inc. (Nasdaq:UGRO) ("urban-gro" or the "Company") announced today that the Company's Board of Directors approved a reverse stock split of one share for every twenty-five (25) shares of common stock. The reverse stock split had been authorized by the Company's stockholders at the annual stockholder meeting held on January 30, 2026. Trading of the Company's common shares on a split-adjusted basis is expected to begin on Monday, February 9, 2026 on the Nasdaq Capital Market stock exchange.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company, except for minor changes due to the treatment of fractional shares as described below. The Company currently has 17,114,217 shares of common stock outstanding, and following the reverse stock split, the Company's total shares of common stock outstanding will be reduced to approximately 684,569 shares. The number of authorized shares of the Company's common stock will remain the same and the par value will remain $0.001 per share. The reverse stock split will also cause a proportional reduction in the number of common stock warrants and stock options along with an associated increase in exercise prices. No fractional shares will be issued following the reverse stock split, and cash will be paid to holders in lieu of any fractional shares. The new CUSIP number for the common stock following the reverse stock split is 91704K 301.

The Company has retained its transfer agent, Equiniti ("EQ"), to act as exchange agent for the reverse stock split. EQ will manage the exchange of pre-split shares for post-split shares. Stockholders of record will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in street name will be contacted by their banks or brokers with any instructions. For further information, stockholders should contact EQ Shareowner Services by telephone at 1-866-877-6270 Monday through Friday between 7:00 a.m. and 7:00 p.m. Central Time.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, the Company's ability to successfully consummate the reverse stock split, the anticipated effective date of the reverse stock split, and the number of shares of stock outstanding following the reverse stock split. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including, among other things, the risk factors described under the heading "Risk Factors" contained in the Company's Annual Report on Form 10-K filed with the SEC on January 16, 2026 or described in the Company's other public filings. The Company's results may also be affected by factors of which the Company is not currently aware. The forward-looking statements in this press release speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions, or circumstances on which any such statement is based, except as required by law.

Investor Contacts:
investors@urban-gro.com

SOURCE: urban-gro, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the reverse stock split ratio for urban-gro (UGRO)?

The reverse split ratio is 1-for-25, meaning one post-split share for every twenty-five pre-split shares. According to the company, the split was approved by stockholders on January 30, 2026 and will be applied uniformly to all holders.

When will urban-gro (UGRO) begin trading on a split-adjusted basis?

Trading on a split-adjusted basis is expected to begin on February 9, 2026. According to the company, the Nasdaq Capital Market will reflect the new share count starting that trading day for all common shares.

How many urban-gro (UGRO) shares will be outstanding after the reverse split?

Outstanding common shares are expected to decline to about 684,569 after the split. According to the company, this is calculated from the current 17,114,217 shares divided by the 1-for-25 ratio.

Will urban-gro (UGRO) issue fractional shares after the reverse split?

No fractional shares will be issued; holders entitled to fractions will receive cash in lieu instead. According to the company, fractional interests will be paid in cash rather than rounded up or down to whole shares.

How will warrants and stock options for urban-gro (UGRO) be affected by the split?

Warrants and stock options will be proportionally reduced and exercise prices increased accordingly. According to the company, contractual adjustments will reflect the 1-for-25 ratio to preserve economic terms.

Who is handling the share exchange and how can urban-gro (UGRO) shareholders get instructions?

Equiniti is acting as exchange agent and will mail a transmittal letter with exchange instructions. According to the company, shareholders may contact EQ Shareowner Services at 1-866-877-6270 for assistance Monday–Friday, 7:00 a.m.–7:00 p.m. CT.