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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): October
30, 2025
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”).
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, subject to certain conditions. Specifically, the Panel conditioned the Company’s
continued listing 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. During the exception period,
the Company is required to provide prompt notification to the Panel of any significant event that may affect the Company’s compliance
with Nasdaq requirements. Any documentation evidencing the Company’s compliance will be subject to review by the Panel, which may,
in its discretion, request additional information before determining whether the Company has regained compliance.
There can be no assurance
that the Company will be able to regain compliance with the Bid Price Rule, the Timely Filing Requirement, or the Stockholders’
Equity Requirement, or will otherwise be in compliance with other applicable Nasdaq Listing Rules.
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 or the Stockholders’ Equity 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, 2023, 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.
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: October 31, 2025 |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
