Delisting risk: urban-gro (UGRO) gets final Nasdaq bid price and filing extension

Rhea-AI Filing Summary

urban-gro, Inc. reports that a Nasdaq Hearings Panel has granted a further extension for the company to regain compliance with multiple Nasdaq listing standards. The company now has until February 17, 2026 to satisfy the stockholders’ equity, annual meeting, and timely SEC filing requirements, and until February 24, 2026 to restore its share price to at least $1.00 under the bid price rule.

The filing warns there is no assurance urban-gro will meet these deadlines or other Nasdaq rules. It explains that a Nasdaq delisting could make trading the stock more difficult, pressure the share price, hinder capital raising, and potentially trigger defaults, penalties, or termination rights in existing agreements, including a binding letter of intent with Flash Sports & Media, Inc. The company states such outcomes could have a material adverse effect and might ultimately lead to a cessation of operations.

Positive

• None.

Negative

• Nasdaq delisting risk remains high: urban-gro discloses multiple ongoing Nasdaq rule violations, warns there is no assurance of regaining compliance by the new February 2026 deadlines, and states that delisting could materially harm the stock price, capital access, key agreements (including a binding letter of intent with Flash Sports & Media, Inc.), and potentially lead to the company ceasing operations.

Insights

Equity & Listing Standards Analyst

Narrow Nasdaq compliance extension leaves delisting and liquidity risk elevated.

urban-gro, Inc. has received a short-term Nasdaq reprieve, with the Panel extending deadlines to regain compliance with stockholders’ equity, timely SEC filings, annual meeting, and the $1.00 bid price rule to February 17, 2026 and February 24, 2026. This follows prior non-compliance across several Nasdaq rules, signaling sustained operational and financial reporting challenges.

The company explicitly notes there is no assurance it will meet these listing standards, and outlines that delisting could make trading more difficult, depress the stock price, and impair access to capital. It also highlights potential knock-on effects, including triggering defaults, penalties, or termination rights in outstanding agreements, such as the binding letter of intent with Flash Sports & Media, Inc.

The disclosure that delisting risk "would have a material adverse effect" and could result in the company ceasing operations underscores the seriousness of the situation. Actual outcomes now hinge on urban-gro’s ability to improve stockholders’ equity, complete its outstanding SEC reports, hold its required annual meeting, and lift its share price above the bid price threshold before the new Nasdaq deadlines.

false 0001706524 0001706524 2026-01-13 2026-01-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2026

URBAN-GRO, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-39933		46-5158469
(Commission File Number)		(IRS Employer Identification No.)

1751 Panorama Point, Unit G

Lafayette, Colorado 80026

(Address and Zip Code of principal executive offices)

(720) 390-3880

(Registrant’s telephone number, including area code)

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 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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously reported, on October 14, 2025, urban-gro, Inc. (the “Company”) attended a hearing before a Nasdaq Hearings Panel (the “Panel”) in connection with a determination letter that the Company received from the Nasdaq Listing Qualifications Department on August 28, 2025 due to the Company’s non-compliance with (i) Nasdaq Listing Rule 5550(a)(2) due to the Company’s common stock having had a bid price of less than $1.00 per share for 30 consecutive business days (the “Bid Price Rule”), (ii) Nasdaq Listing Rule 5250(c)(1) due to the Company’s delay in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025 (the “Timely Filing Requirement”), and (iii) Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain minimum stockholders’ equity of $2.5 million (the “Stockholders’ Equity Requirement”). Also as previously reported, on October 30, 2025, the Company received a notice from Nasdaq notifying the Company that the Panel had determined to grant the Company’s request to continue its listing on The Nasdaq Capital Market, conditioned on the Company regaining compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement on or before December 31, 2025 and regaining compliance with the Bid Price Rule on or before January 28, 2026. The Company also received a determination letter on November 18, 2025 with respect to the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended September 30, 2025, resulting in an additional basis for delisting the Company’s securities. Additionally, as previously reported, on January 6, 2026, the Company received a determination letter (the “Letter”) from Nasdaq stating that because the Company did not hold an annual meeting of stockholders within twelve months from the Company’s prior fiscal year end as required by Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”), the resulting non-compliance would be an additional basis for delisting the Company’s securities.

On January 13, 2026, the Panel notified the Company that it had granted a further extension to regain compliance with the Stockholders’ Equity Requirement, the Annual Meeting Requirement and the Timely Filing Requirement on or before February 17, 2026 and with the Bid Price Rule on or before February 24, 2026.

There can be no assurance that the Company will be able to regain compliance with the Bid Price Rule, the Timely Filing Requirement, the Stockholders’ Equity Requirement or the Annual Meeting Requirement, or will otherwise be in compliance with other applicable Nasdaq Listing Rules. If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s common stock or to obtain accurate quotations, and the price of the Company’s common stock could suffer a material decline. Delisting could also further impair the Company’s ability to raise capital and/or trigger defaults, penalties or termination rights under outstanding agreements or securities of the Company, including the binding letter of intent between the Company and Flash Sports & Media, Inc., which would have a material adverse effect on the Company’s business and stock price and could result in the Company ceasing operations.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” “proposes” and similar expressions. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks, uncertainties and other important factors that could cause actual results to differ materially from such forward-looking statements, including the risk that the Company may not regain compliance with the Bid Price Rule, the Timely Filing Requirement, the Stockholders’ Equity Requirement, Annual Meeting Requirement, or otherwise fail to meet the requirements for continued listing under applicable Nasdaq Listing Rules, among other risks, uncertainties, and important factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements, except as may be required by law.

2

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.

	URBAN-GRO, INC.
Date: January 20, 2026	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

3

FAQ

What Nasdaq issues does urban-gro (UGRO) currently face?

urban-gro reports non-compliance with several Nasdaq rules: the $1.00 bid price rule, the timely filing requirement for its Form 10-K for the year ended December 31, 2024 and Form 10-Qs for the periods ended March 31, June 30, and September 30, 2025, the stockholders’ equity requirement of at least $2.5 million, and the annual meeting requirement to hold a stockholder meeting within twelve months of the prior fiscal year end.

What new deadlines has Nasdaq given urban-gro (UGRO) to regain compliance?

On January 13, 2026, the Nasdaq Hearings Panel granted urban-gro an extension to regain compliance with the stockholders’ equity, annual meeting, and timely filing requirements by February 17, 2026, and with the $1.00 bid price rule by February 24, 2026.

What could happen if urban-gro (UGRO) is delisted from Nasdaq?

The company states that delisting could make it more difficult to buy or sell its common stock or obtain accurate quotations, and that the stock price could suffer a material decline. It also warns delisting could further impair its ability to raise capital and may trigger defaults, penalties, or termination rights in existing agreements or securities, which could have a material adverse effect and might result in the company ceasing operations.

How do urban-gro’s SEC filing delays affect its Nasdaq listing status?

urban-gro notes delays in filing its Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025. These delays led to Nasdaq determinations that the company is not in compliance with the timely filing requirement, which is one of the conditions it must correct by February 17, 2026.

Why is the annual meeting requirement an issue for urban-gro (UGRO)?

Nasdaq Listing Rule 5620(a) requires listed companies to hold an annual meeting of stockholders within twelve months of the prior fiscal year end. urban-gro discloses that it did not hold such a meeting within that timeframe, and Nasdaq issued a determination letter on January 6, 2026 stating this is an additional basis for delisting its securities.

How might Nasdaq delisting affect urban-gro’s binding letter of intent with Flash Sports & Media, Inc.?

urban-gro states that delisting could trigger defaults, penalties, or termination rights under outstanding agreements or securities, and specifically mentions the binding letter of intent with Flash Sports & Media, Inc.. It notes that such consequences would have a material adverse effect on the business and stock price and could contribute to the company potentially ceasing operations.