Urban-Gro, Inc. SEC Filings

urban-gro, Inc. (UGRO) filed a Form 12b-25 to report it will not file its Form 10-Q for the quarter ended September 30, 2025 on time. The company explains the delay stems from extensive work to complete previously announced restatements of its 2022 and 2023 annual and quarterly financial statements and the quarter ended March 31, 2024, along with filing its 2024 second- and third-quarter 10-Qs by February 19, 2025. Management notes this effort, combined with limited financial resources and finance department turnover, has slowed preparation of the latest quarterly financials. The company also has yet to file its 2024 Form 10-K and 10-Qs for the quarters ended March 31 and June 30, 2025, and states it cannot currently provide a reasonable estimate of any significant change in results of operations for the September 30, 2025 quarter, but plans to file the Form 10-Q as soon as practicable.

urban-gro, Inc. (UGRO) reported it sold certain customer lists to 2WR of Georgia, Inc. for $143,000 in cash. As part of the agreement, the parties waived and terminated a prior non-solicitation provision that applied to the Buyer under an earlier stock and asset purchase agreement. The new agreement includes non-competition and non-solicitation restrictions on the Seller Parties, customary representations and warranties, and indemnification by the Seller Parties for specified pre-closing, tax, work-in-progress, and employment-related matters.

urban-gro, Inc. (UGRO) received a Nasdaq panel extension to maintain its listing, conditioned on fixing three compliance issues. The company must regain compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement by December 31, 2025, and with the Bid Price Rule by January 28, 2026.

The deficiencies arose from a sub‑$1.00 bid price for 30 consecutive business days, delayed SEC filings (Form 10‑K for 2024 and Forms 10‑Q for the quarters ended March 31, 2025 and June 30, 2025), and Nasdaq’s minimum stockholders’ equity rule, which requires $2.5 million. During the exception period, urban-gro must promptly notify the panel of significant events and provide documentation for review.

The company noted there can be no assurance it will regain compliance with these rules, underscoring the risk of losing its Nasdaq Capital Market listing if conditions are not met.

urban-gro, Inc. (UGRO) announced a binding letter of intent to merge with Flash Sports & Media, Inc. via a two-step subsidiary merger. Flash will provide a $200,000 cash deposit within 15 days. The parties plan to negotiate and execute a definitive agreement consistent with the LOI.

At closing, Flash stockholders would receive unregistered UGRO common shares equal to 19.99% of outstanding common immediately prior to the merger, plus unregistered non‑voting preferred shares that are economically equivalent to common and would automatically convert into common upon stockholder approval. The LOI states that, assuming full conversion, former Flash stockholders would own approximately 90% of the combined company.

The company would change its name to Flash Sports & Media Holdings, Inc. or similar after closing. Board composition would shift in two stages: initially four directors designated by the current board and one by Flash holders; after conversion approval, one by the current board and four by Flash holders. The LOI includes a 90‑day exclusivity period. Securities issuances would rely on Section 4(a)(2) and Rule 506 of Regulation D.

urban-gro, Inc. filed a Form 8-K disclosing a Settlement Agreement and Mutual General Release dated September 26, 2025 executed among urban-gro, Inc., UG Construction, Inc., Gemini Finance Corp. and other parties. The filing indicates communications referenced under Rule 425 and soliciting/pre-commencement communications provisions of the Exchange Act were considered. The report includes an interactive cover page data file embedded in the Inline XBRL document. The disclosure is concise and centers on the existence of the settlement document among the named parties.