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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):
February 27, 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. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant.
On February 27, 2026, urban-gro, Inc. (the “Company”)
dismissed Sadler, Gibb & Associates, LLC (“Sadler”) as the Company’s independent registered public accounting firm.
The decision to dismiss Sadler was approved by the audit committee of the Company’s board of directors on February 27, 2026.
Sadler had been retained by the Company on May 29, 2024. Sadler’s
reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022, 2023 and 2024
did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
From the date Sadler was engaged by the Company
through the date of dismissal, there have been no disagreements with the former accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of
Sadler, would have caused them to make reference thereto in their report on the financial statements.
From the date Sadler was engaged by the Company
through the date of dismissal, there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of under the Securities
Exchange Act of 1934, as amended.
The Company has requested Sadler to furnish it
with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statement made above by the Company.
A copy of such letter, dated March 3, 2026, is filed herewith as Exhibit 16.1 and incorporated herein by reference.
New Independent Accountants
On March 3, 2026, Suri and Co., Chartered Accountants
(“Suri”), Certified Public Accountants of Chennai, India, were appointed by the Company to audit the Company’s financial
statements for the year ended December 31, 2025.
During the Company’s two most recent fiscal
years and the subsequent interim periods preceding their appointment as independent accountants, neither the Company nor anyone on its
behalf consulted Suri regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered of the Company’s consolidated financial statements, nor has Suri provided to the Company
a written report or oral advice regarding such principles or audit opinion, or (2) any matter that was either the subject of a disagreement
(as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described
in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 8.01. Other Events
On March 4, 2026, the Company received a written
notice from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) informing
the Company that it has regained compliance with the Stockholders’ Equity Requirement, the Annual Meeting Requirement and the Timely
Filing Requirement.
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.
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 |
| 16.1 |
|
Letter to SEC from Sadler, Gibb & Associates, LLC
dated March 3, 2026 |
| 104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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: March 5, 2026 |
URBAN-GRO, INC. |
| |
|
|
|
| |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
