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.
urban-gro, Inc. filings document the regulatory record of a Nasdaq-listed operating company with common stock trading under the symbol UGRO. Recent disclosures cover material agreements, secured promissory notes, forbearance and exchange arrangements, capital-structure matters, investor presentations furnished under Regulation FD, and periodic-reporting status.
The company's SEC filings also address governance and reporting events, including officer changes, independent auditor changes, Nasdaq listing compliance, late-filing notices, and securities registered under the Exchange Act. These documents provide formal disclosure on urban-gro's financing arrangements, public-company controls, board and audit-committee actions, and risks tied to its reporting and capital structure.
urban-gro, Inc. held a Special Meeting of Stockholders on June 3, 2026 but was unable to conduct any business because a quorum was not reached. Under its bylaws, the company adjourned the Special Meeting to June 12, 2026 at 10:00 AM EST.
The record date for stockholders entitled to vote remains May 6, 2026, and previously submitted valid proxies will continue to apply unless changed or revoked before votes are taken. The company will keep delivering proxy materials and soliciting votes ahead of the reconvened meeting.
urban-gro, Inc. is registering 6,300,000 shares of common stock for resale by Hudson Global Ventures, LLC under a Form S-1. The shares consist of up to 6,244,800 ELOC Shares issuable under an Equity Purchase Agreement and 55,200 Exercise Shares issuable upon exercise of a warrant granted as a commitment fee.
The company is not selling shares in this prospectus and will receive no proceeds from resales, but may raise up to $54,000,000 in gross proceeds by directing Hudson to purchase stock under the ELOC and from any cash warrant exercises. As of May 20, 2026, 1,317,228 shares of common stock were outstanding, and full conversion of newly issued non-voting preferred stock after the Flash Sports & Media merger would increase this to approximately 55,826,228 shares.
Following that merger, the business has pivoted from controlled-environment agriculture into a diversified sports, media, and experiential marketing platform centered on cricket leagues, led by IPG’s rights to the Lanka Premier League and other international properties. The filing highlights concentrated dependence on Sri Lanka Cricket, going concern warnings, significant historical deficits, prior debt restructurings, and a history of Nasdaq compliance challenges.
urban-gro, Inc. has completed its combination with Flash Sports & Media, Inc. and integration of Innovative Production Group FZ, LLC, pivoting from controlled environment agriculture to a vertically integrated global cricket media and events platform anchored by the Lanka Premier League.
The company reported minimal revenue in Q1 2026 due to this transition and the timing of Lanka Premier League Season 6, which is scheduled for July–August 2026. Management presents illustrative internal targets showing potential 2026 revenue of $17 million and 2027 revenue of $37 million across LPL, a planned Malaysia edition, expansion markets, and broadcast, while emphasizing these are not formal guidance.
The IPG merger closed in Q1 2026 as an all-stock deal at a reference price of $3.23 per share, and the company regained full compliance with Nasdaq listing standards on March 9, 2026. Management plans a future corporate name and ticker change to align with its new sports and media strategy and expects to resume quarterly earnings calls starting with Q2 2026 results.
urban-gro, Inc. reported Q1 2026 results reflecting its transformation into a sports, media, and experiential marketing company following its February 2026 merger with Flash Sports & Media. The business now centers on Innovative Production Group’s exclusive event rights for the Lanka Premier League and other cricket properties.
For the quarter, continuing operations generated no revenue and produced a net loss attributable to common stockholders of $3.23 million, or $3.92 per share, while legacy controlled-environment agriculture activities are classified as discontinued operations. Total assets rose to $263.0 million, driven by $122.8 million of goodwill and $136.3 million of acquired intangibles from the merger.
The company ended the quarter with cash of $305,139, a working capital deficit, and an accumulated deficit of $128.1 million. Management concluded that recurring losses, limited liquidity, and reliance on new financing create substantial doubt about its ability to continue as a going concern despite new credit facilities and an up to $25 million equity line.
urban-gro, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company says additional time is required to finalize financial statements and related disclosures. The report was due May 15, 2026, and the company intends to file the Quarterly Report on or before the fifth calendar day following the prescribed due date pursuant to Rule 12b-25. The notification is signed by Eric Sherb, Chief Financial Officer, dated May 15, 2026.
urban-gro, Inc. has called a virtual special stockholder meeting on June 3, 2026 to vote on four proposals. Stockholders will be asked to approve changing the company name to Flash Sports & Media Holdings, Inc., reflecting its merger with Flash Sports and Media, Inc.
They will also vote to allow issuance of common stock above Nasdaq’s 19.99% threshold for (i) conversion of Series B Convertible Non-Voting Preferred Stock issued in the Flash merger and (ii) existing and potential financing deals with Hudson Global Ventures, LLC and Agile Hudson Partners LLC. These financings include a warrant for up to 1,388,888 shares at $0.50 per share and a convertible note of up to $1,395,000, which could significantly dilute current holders. A final proposal would permit adjournment of the meeting to solicit more proxies if support is initially insufficient.
urban-gro, Inc. is soliciting proxies for a virtual Special Meeting on June 3, 2026 to ask holders to approve four proposals. The board recommends approval to (1) change the company name to Flash Sports & Media Holdings, Inc.; (2) permit conversion of Series B preferred into common stock in excess of 19.99% for Nasdaq purposes; (3) permit future issuances in connection with financings with Hudson Global Ventures, LLC and Agile Hudson Partners LLC in excess of the Nasdaq 19.99% cap; and (4) allow adjournment to solicit additional proxies if necessary. The Record Date for voting is May 6, 2026 and there were 1,291,478 shares outstanding as of that date. Voting instructions and the board's recommendations are included in the proxy materials available at www.proxyvote.com.
urban-gro, Inc. announced that, effective April 28, 2026, Richard Akright resigned from his role as Co-Chief Financial Officer. The company stated that his resignation was not due to any disagreement regarding operations, policies, practices, or accounting principles and disclosures.
After his departure, Eric Sherb, who had been serving alongside him as Co-Chief Financial Officer, will continue as the sole Chief Financial Officer of urban-gro, Inc., providing continuity in the company’s finance leadership structure.
urban-gro, Inc. has entered into a forbearance and debt exchange arrangement tied to its outstanding loan obligations. As of April 10, 2026, obligations under existing loan documents were approximately $1.94 million, and the company was in default.
Under a new Forbearance Agreement, successor lender Hudson Global Ventures, LLC agreed to temporarily forbear from enforcing remedies until the earlier of April 30, 2026 or specified termination events, while the loan principal was increased to $2,800,000, including a capitalized forbearance fee and additional fees and expenses.
Concurrently, through an Exchange Agreement, Hudson agreed to reduce a portion of the loan in exchange for common stock (the “Exchange Shares”), issued in a private, unregistered transaction relying on Section 3(a)(9) of the Securities Act, with the company bearing issuance costs and supporting Rule 144 resale treatment.
urban-gro, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 and provided audited financials showing severe distress and a major business pivot. The company reported 2025 revenues of $17.4 million, down from $31.2 million in 2024, and a net loss of $22.1 million.
Total assets fell to $0.3 million against $45.5 million of liabilities, creating a stockholders’ deficit of $45.2 million. Auditors highlighted substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, net capital deficiency, foreclosure of UG Construction receivables, and suspension of construction and services activities.
Management recorded asset impairments and write-offs across property and equipment, receivables, inventory, and prepaid items, and sold its Services segment for $2.0 million, classifying it as discontinued operations. The filing also describes a completed reverse merger with Flash Sports & Media, after which urban-gro shifted toward a diversified sports, media, and experiential marketing platform.
This amendment additionally adds the company’s Clawback Policy as an exhibit, corrects the cover page, and restates a note to fix the name of Agile Capital Funding, LLC.