false
0001706524
0001706524
2026-04-20
2026-04-20
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): April 20, 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
1.01. Entry into a Material Definitive Agreement.
On
April 20, 2026, urban-gro, Inc. (the “Company”) and its wholly owned subsidiary, urban-gro Canada Technologies Inc. (together
with the Company, the “Borrower”), entered into a Forbearance Agreement (the “Forbearance Agreement”) and an
Exchange Agreement (the “Exchange Agreement”) with Hudson Global Ventures, LLC (“Hudson”). Prior to entering
into such agreements, on or about April 20, 2026, Grow Hill LLC (“Grow Hill”) assigned all of its right, title and interest
in and to certain loan documents, including a Loan Agreement, Secured Promissory Note and Security Agreement (collectively, the “Loan
Documents”), to Hudson pursuant to an Assignment and Assumption Agreement with limited novation (the “Assignment Agreement”)
. In connection with the Assignment Agreement, Hudson assumed all obligations of Grow Hill under the Loan Documents and the Company acknowledged
Hudson as the successor lender thereunder, and Grow Hill was released from obligations arising after the effective date of the assignment.
As
of April 10, 2026, the outstanding obligations under the Loan Documents were approximately $1.94 million, and the Borrower was in default
under the Loan Documents. Pursuant to the Forbearance Agreement, Hudson agreed, subject to the terms and conditions set forth therein,
to forbear from exercising its rights and remedies with respect to such default for a limited period ending on the earlier of April 30,
2026 or the occurrence of certain termination events (the “Forbearance Period”), provided that the Borrower complies with
the terms of the Forbearance Agreement . In consideration for Hudson’s agreement to forbear, the principal balance of the loan
was increased to $2,800,000, which includes a forbearance fee capitalized into the loan balance, the Borrower agreed to pay certain fees
and expenses, including legal fees, and the Borrower reaffirmed its obligations under the Loan Documents and provided a broad release
of claims in favor of Hudson and related parties. The Forbearance Agreement provides that the forbearance is temporary in nature, does
not constitute a waiver of the existing default, and upon termination of the Forbearance Period, Hudson may exercise all rights and remedies
available under the Loan Documents.
Concurrently
with the Forbearance Agreement, the Company entered into the Exchange Agreement with Hudson pursuant to which Hudson agreed to reduce
a portion of the outstanding loan balance (the “Note Exchange Amount”) and the Company agreed to issue shares of its common
stock, par value $0.001 per share (the “Exchange Shares”), to Hudson in exchange therefor . The Exchange Shares are to be
delivered via DWAC to Hudson’s designated brokerage account on or promptly following execution of the Exchange Agreement, and the
Company agreed to take all actions necessary for the Exchange Shares to become free trading, including obtaining and delivering legal
opinions. The parties further agreed that the holding period of the Exchange Shares will include Hudson’s holding period of the
original note, which dates back to October 1, 2024, and that the Company will provide a legal opinion supporting the availability of
resale under Rule 144 without volume or manner-of-sale restrictions. The Company also agreed to bear all costs and expenses associated
with the issuance of the Exchange Shares, including legal and transfer agent fees. The Exchange Agreement provides that the issuance
of the Exchange Shares will reduce the outstanding balance of the loan, with any remaining balance continuing to be owed under the Loan
Documents, as modified.
The
foregoing descriptions of the Assignment Agreement, Forbearance Agreement and Exchange Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Assignment Agreement resulted
in Hudson becoming the holder of the Company’s outstanding indebtedness under the Loan Documents. The Forbearance Agreement modified
the terms of such indebtedness by, among other things, increasing the principal balance and temporarily restricting enforcement rights.
The Exchange Agreement provides for the partial satisfaction of such indebtedness through the issuance of equity securities, with any
remaining balance continuing as an obligation of the Company.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Exchange Shares were issued
in a private transaction pursuant to the Exchange Agreement. The issuance of the Exchange Shares was made in reliance upon the exemption
from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as an exchange of securities by the Company
with an existing security holder where no commission or other remuneration was paid or given directly or indirectly for soliciting such
exchange . The Company relied on this exemption based on its belief that the Exchange Shares were issued solely in exchange for the cancellation
or modification of existing indebtedness, that Hudson was an existing creditor of the Company, and that no commission or other remuneration
was paid in connection with the exchange.
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 |
| 10.1 |
|
Form of Assignment and Assumption Agreement, by and between Grow Hill LLC, and Hudson Global Ventures, LLC |
| 10.2 |
|
Forbearance Agreement, dated April 20, 2026, by and among urban-gro, Inc., urban-gro Canadian Technologies Inc. and Hudson Global Ventures, LLC |
| 10.3 |
|
Exchange
Agreement, dated April 20, 2026, by and between Hudson Global Ventures, LLC and urban-gro, Inc. |
| 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: April 24, 2026 |
URBAN-GRO,
INC. |
| |
|
|
| |
By: |
/s/
Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
