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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):
November 5, 2025
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) |
|
(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. ☐
Item 1.01 Entry into a Material
Definitive Agreement.
On November 5, 2025, certain subsidiaries (the
“Seller Parties”) of urban-gro, Inc. (the “Company”) entered into a Bill of Sale, Assignment and Assumption,
and Purchase Agreement (the “Purchase Agreement”) with 2WR of Georgia, Inc. (the “Buyer”). Pursuant to the Purchase
Agreement, the Buyer acquired (the “Acquisition”) certain customer lists of the Seller Parties. The purchase price paid by
the Buyer for the Acquisition consisted of $143,000 in cash. Additionally, pursuant to the Purchase
Agreement, the parties agreed to waive and terminate the non-solicitation provision applicable to the Buyer that was contained in the
Stock and Asset Purchase Agreement among the Seller Parties, the Company and the other parties thereto, as previously reported in the
Company’s Current
Report on Form 8-K filed on September 2, 2025.
The Purchase Agreement includes non-competition
and non-solicitation restrictions applicable to the Seller Parties and customary representations and warranties and covenants of the parties.
Subject to certain limitations, the Seller Parties will indemnify the Buyer and its affiliates and representatives against certain losses
related to, among other things, breaches of the Seller Parties’ representations, warranties or covenants, the operations of the
Seller Parties’ business prior to the closing, and certain tax, work-in-progress, and employment-related matters.
The Purchase Agreement has been included as an
exhibit hereto to provide investors with information regarding its terms and is not intended to provide any financial or other factual
information about the Company, the Seller Parties or the Buyer. In particular, the representations, warranties and covenants contained
in the Purchase Agreement (i) were made only for purposes of that agreement and as of specific dates, (ii) were made solely
for the benefit of the parties to the Purchase Agreement, (iii) may be subject to limitations agreed upon by the parties, including
being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement
rather than establishing those matters as facts, and (iv) may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations, warranties
and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the
Company’s public disclosures.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Exhibit Description |
| 10.1* |
|
Bill of Sale, Assignment and Assumption, and Purchase Agreement by and among 2WR of Georgia, Inc., UG Architecture, Inc f/k/a 2WR of Colorado, Inc., and urban-gro Architect Holdings, LLC, dated November 3, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | 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. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
URBAN-GRO, INC. |
| |
|
|
| Date: November 12, 2025 |
By: |
/s/ Bradley Nattrass |
| |
|
Bradley Nattrass |
| |
|
Chairperson of the Board of Directors and Chief Executive Officer |
