Welcome to our dedicated page for Urban-Gro SEC filings (Ticker: UGRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The urban-gro, Inc. (UGRO) SEC filings page brings together the company’s official disclosures to the U.S. Securities and Exchange Commission, offering insight into its operations, financing, and listing status. As an integrated professional services and Design-Build firm serving the Controlled Environment Agriculture ("CEA"), industrial, healthcare, hospitality, education, and other commercial sectors, urban-gro uses its SEC reports to describe its business model, material contracts, and risk factors.
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q provide narrative and financial detail on revenue from equipment systems, professional services, and construction design-build contracts. They also discuss segment exposure to CEA and commercial markets and summarize significant projects and customers where disclosed. In recent periods, the company has filed a Form 12b-25 (Notification of Late Filing) explaining delays tied to financial statement restatements, limited financial resources, and turnover in its finance department.
Current Reports on Form 8-K are especially important for UGRO. These filings document material events such as Nasdaq notices of non-compliance with Listing Rules 5550(a)(2) (minimum bid price), 5250(c)(1) (timely filing of periodic reports), and 5550(b)(1) (minimum stockholders’ equity); conditional decisions by Nasdaq Hearings Panels regarding continued listing; loan agreements, defaults, and settlements involving asset sales and issuance of common stock; asset divestitures of architectural and construction administration businesses not involving CEA; and a binding letter of intent for a proposed merger with Flash Sports & Media, Inc.
Investors can also review filings describing contracts and asset sales, including Stock and Asset Purchase Agreements and related indemnification provisions. Together, these documents show how urban-gro manages its capital structure, responds to lender actions, and reshapes its portfolio while continuing to pursue CEA and commercial projects.
On Stock Titan, AI-powered tools can help summarize lengthy 10-K and 10-Q reports, highlight key points from 8-K filings, and surface patterns in UGRO’s regulatory history, including Nasdaq compliance developments and financing arrangements.
urban-gro, Inc. entered into a Forbearance Agreement and an Exchange Agreement with Agile Capital Funding, LLC and Agile Lending, LLC related to an existing business loan. The parties’ prior Note under a $1,050,000 loan had an outstanding principal and interest balance of $972,200 as of February 12, 2026.
Under the new Forbearance Agreement dated February 19, 2026, Agile agreed to temporarily forbear from exercising default remedies in exchange for increasing the outstanding balance on the Note to $1,380,524.00. At the same time, the Exchange Agreement provides that urban-gro will issue 37,505 common shares, valued in total at
urban-gro, Inc. announced several leadership changes following its merger with Flash Sports and Media, Inc. Director Anita Britt resigned from the board, where she had chaired the Audit Committee and served on the Compensation and Governance Committees, without any reported disagreements with the company.
The board elected experienced public company director Donald Fell as an independent director and appointed him to the Audit and Nominating Committees, with cash retainers and annual restricted stock units valued at $80,000. David Hsu was named Chair of the Audit Committee.
The combined company adopted a Co-Chief Financial Officer structure, retaining former urban-gro CFO Dick Akright and appointing former Flash Sports and Media CFO Eric Sherb as Co-CFO with a $150,000 annual salary. The co-CFOs will jointly oversee financial strategy, reporting, and post-merger integration.
urban-gro, Inc. filed an amended report to clarify the share count for a recent private stock sale to accredited investors. The company confirms it issued 1,000,000 shares of common stock at $0.10 per share for aggregate gross proceeds of $200,000. After the company’s reverse stock split, these issued shares equal 40,000 shares on a post-split basis, and no additional shares or other equity securities will be issued under these Subscription Agreements. The investors received customary registration rights tied to any future registration statement the company may file, and the offering was conducted as an unregistered private placement relying on Section 4(a)(2) and Regulation D.
urban-gro, Inc. has completed its merger with Flash Sports & Media, Inc., making Flash a wholly owned subsidiary and moving the company into the sports and media digital landscape. Flash shareholders receive unregistered UGRO common stock equal to up to 19.99% of outstanding shares at closing, plus non-voting preferred stock.
After stockholder approval, that preferred stock will convert so that Flash holders receive a total number of UGRO common shares equal to Flash’s agreed equity valuation divided by $3.23, the UGRO closing price on February 17, 2026. The company states that, as a result of the merger and other actions, it believes it now satisfies Nasdaq’s stockholders’ equity, annual meeting, and timely filing requirements and will notify Nasdaq for a compliance determination.
urban-gro, Inc. filed an amended current report to clarify limits on issuing common stock under its Equity Line of Credit Agreement. The company states that, under Nasdaq Listing Rule 5635(d), it will not issue shares above 19.99% of its outstanding common stock immediately prior to the issuance of 1,000,000 shares on January 23, 2026, which was later adjusted to 40,000 shares after a reverse stock split, unless stockholders first approve larger issuances. Until such approval is obtained, sales under the equity line, together with other issuances required to be aggregated under the Nasdaq rule, must remain at or below this cap. The company plans to seek stockholder approval at a future meeting to permit issuances above this limit.
urban-gro, Inc. reported sharply weaker results and severe financial strain for the quarter and nine months ended September 30, 2025. Revenue fell to $2.4 million in the quarter from $8.0 million a year earlier, and to $16.9 million for the nine months from $35.8 million, driven by steep declines in construction design-build activity.
The company generated a gross loss of $0.2 million year‑to‑date, versus a $3.6 million gross profit in the prior year period, as costs did not fall as fast as revenue. Net loss from continuing operations reached $14.7 million for the nine months, while cash dropped to $62,875 and total assets shrank to $3.2 million versus $19.5 million at year‑end.
urban-gro ended the period with $42.1 million of liabilities and a stockholders’ deficit of $38.9 million. Management disclosed that recent results raise substantial doubt about its ability to continue as a going concern, though they believe cost cuts and potential financings alleviate this for the next 12 months. The company sold certain non‑CEA services subsidiaries for $2.0 million, saw its construction subsidiary’s assets foreclosed by a lender, and is dealing with multiple loan defaults, settlements, lawsuits, Nasdaq listing deficiencies, a reverse stock split, and new equity and financing arrangements to address liquidity.
urban-gro, Inc. reported a sharp downturn in 2025 results. Q2 2025 revenue was $7.8 million, down from $17.9 million a year earlier, and gross profit was essentially breakeven. The company posted a Q2 net loss of $6.2 million and a six‑month net loss of $10.2 million.
Total assets fell to $9.9 million while liabilities remained about $44.2 million, leaving a stockholders’ deficit of $34.2 million and significant negative working capital. Management disclosed that recent losses and cash flow trends raise substantial doubt about the ability to continue as a going concern, though it believes cost cuts and potential financings support operations for the next year.
urban-gro, Inc. entered a new equity purchase agreement giving it the right to sell up to $25,000,000 of common stock to Hudson Global Ventures over about 24 months, at a 10% discount to specified market-based prices and within volume-based limits.
The company issued Hudson a warrant for 55,556 shares at $12.50 per share exercisable for five years, and reserved 200,000 shares with its transfer agent as a baseline for potential issuances. The company must obtain stockholder approval to issue more than 136,845 shares under this arrangement.
urban-gro also entered a short-term $105,000 term loan with Agile entities, maturing 28 weeks after the effective date, including a $5,000 administrative fee and a prepayment premium equal to interest that would have accrued to maturity, along with default-related protections for the lenders.
urban-gro, Inc. approved and implemented a 1-for-25 reverse stock split of its common stock. Every twenty-five shares outstanding as of 12:01 a.m. Eastern Time on February 9, 2026 will be combined into one share, with no change to authorized share count or par value.
The reverse split is primarily intended to help the company meet the Nasdaq Capital Market minimum bid price requirement. Fractional shares will not be issued; instead, affected stockholders will receive cash based on the February 6, 2026 closing price, adjusted for the split. Split-adjusted shares are expected to begin trading on Nasdaq on February 9, 2026 under the same ticker “UGRO” but with a new CUSIP number, and related equity awards, warrants, and plan reserves will be proportionally adjusted.
urban-gro, Inc. reported first-quarter 2025 revenue of $9.5 million, down from $15.4 million a year earlier, and a net loss of $4.0 million versus $2.6 million. Gross margin compressed to about 6%, as construction design-build revenue fell sharply.
Total assets were $16.1 million against $44.3 million of liabilities, leaving a shareholders’ deficit of $28.2 million. Cash was $0.7 million and working capital was negative $30.1 million, though operating activities generated $2.2 million of cash in the quarter. Management disclosed that recent results and its financial position raise substantial doubt about its ability to continue as a going concern but believes cost cuts and other steps alleviate that doubt over the next 12 months.
The company amended its Gemini line of credit in March 2025, paying a 150,000‑share fee and agreeing to tighter receivables covenants. Subsequent disclosures describe later defaults, foreclosure on subsidiary UG Construction’s assets, new litigation and settlements, Nasdaq listing deficiencies and extensions, asset sales, and a binding letter of intent for a merger with Flash Sports & Media, Inc.