urban-gro (NASDAQ: UGRO) limits equity line issuances to 19.99% without vote

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2026

URBAN-GRO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39933		46-5158469
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1751 Panorama Point, Unit G

Lafayette, Colorado 80026

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (720) 390-3880

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		UGRO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by urban-gro, Inc. (the “Company”) on February 10, 2026 (the “Original Form 8-K”). The Original Form 8-K disclosed the Company’s entry into an Equity Line of Credit Agreement (the “ELOC Agreement”).

This Amendment is being filed to clarify that issuances of common stock under the ELOC Agreement are subject to the shareholder approval requirements of Nasdaq Listing Rule 5635(d). Except as expressly amended hereby, the disclosures set forth in the Original Form 8-K remain unchanged. 

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 1.01 of the Original Form 8-K is hereby supplemented by the addition of the following:

Nasdaq Shareholder Approval Limitation

Notwithstanding anything to the contrary in the ELOC Agreement, the Company will not issue shares of its common stock pursuant to the ELOC Agreement if such issuance would exceed 19.99% of the Company’s outstanding common stock immediately prior to the issuance of 1,000,000 shares of Common Stock on January 23, 2026 (adjusted to 40,000 shares following the reverse stock split) by the Company as disclosed in the Current Report on Form 8-K filed January 29, 2026 (the “Nasdaq Cap”), unless and until the Company obtains stockholder approval in accordance with Nasdaq Listing Rule 5635(d).

Accordingly, prior to obtaining such stockholder approval, the Company may issue shares of common stock under the ELOC Agreement only up to the Nasdaq Cap.

The Company intends to seek stockholder approval at a future meeting of stockholders to permit issuances in excess of the Nasdaq Cap. Until such approval is obtained, the Company shall not effect any sales under the ELOC Agreement that would result in aggregate issuances exceeding the Nasdaq Cap when aggregated with any other issuances required to be aggregated under Nasdaq Listing Rule 5635(d).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit No.		Description
4.1		Common Stock Purchase Warrant dated February 4, 2026 was filed as Exhibit 4.1 to the Original 8-K and is incorporated herein by reference.
10.1		Equity Purchase Agreement dated February 4, 2026, by and between urban-gro, Inc. and Hudson Global Ventures, LLC was filed as Exhibit 10.1 to the Original 8-K and is incorporated herein by reference.
10.2		Registration Right Agreement dated February 4, 2026, by and between urban-gro, Inc. and Hudson Global Ventures, LLC was filed as Exhibit 10.2 to the Original 8-K and is incorporated herein by reference.
10.3*		Loan Agreement dated February 4, 2026 between urban-gro, Inc. and Agile Lending, LLC was filed as Exhibit 10.3 to the Original 8-K and is incorporated herein by reference.
10.4		Promissory Note dated February 4, 2026 between urban-gro, Inc. and Agile Lending, LLC was filed as Exhibit 10.4 to the Original 8-K and is incorporated herein by reference.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2026	URBAN-GRO, INC.
	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

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FAQ

What does urban-gro (UGRO) clarify in this 8-K/A amendment?

urban-gro clarifies that stock issuances under its Equity Line of Credit are capped at 19.99% of outstanding shares, tied to the January 23, 2026 baseline, unless stockholders approve a higher level under Nasdaq Listing Rule 5635(d). This aligns the agreement with Nasdaq shareholder approval requirements.

What is the 19.99% Nasdaq Cap mentioned by urban-gro (UGRO)?

The 19.99% Nasdaq Cap is the maximum percentage of outstanding common stock urban-gro can issue under its equity line before shareholder approval is required. It is measured against shares outstanding immediately prior to issuing 1,000,000 shares on January 23, 2026, later adjusted to 40,000 after a reverse split.

Can urban-gro (UGRO) issue more than 19.99% of its stock under the ELOC Agreement?

urban-gro can only issue more than 19.99% of its outstanding common stock under the Equity Line of Credit if stockholders approve such issuances in accordance with Nasdaq Listing Rule 5635(d). Without that approval, all sales under the agreement must stay within the defined Nasdaq Cap threshold.

How does Nasdaq Listing Rule 5635(d) affect urban-gro’s equity line?

Nasdaq Listing Rule 5635(d) requires stockholder approval if urban-gro issues more than 19.99% of its outstanding common stock in certain transactions. The company confirms its Equity Line of Credit will comply by limiting issuances to the Nasdaq Cap unless and until such approval is obtained.

Does urban-gro (UGRO) plan to seek shareholder approval to exceed the Nasdaq Cap?

urban-gro states that it intends to seek stockholder approval at a future stockholder meeting to allow issuances above the Nasdaq Cap. Until that approval is granted, the company will not make sales under the Equity Line of Credit that cause aggregate issuances to exceed the 19.99% limit.

What existing agreements related to urban-gro’s financing are referenced in this filing?

The filing references several previously filed agreements, including a Common Stock Purchase Warrant, an Equity Purchase Agreement with Hudson Global Ventures, a Registration Right Agreement, a Loan Agreement with Agile Lending, and a related Promissory Note. These remain unchanged and are incorporated by reference.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB