Private stock sale raises $200K for urban-gro (NASDAQ: UGRO)

Rhea-AI Filing Summary

urban-gro, Inc. entered into Purchase and Subscription Agreements with accredited investors to sell 2,000,000 unregistered common shares at $0.10 per share, for gross proceeds of $200,000. The shares are being issued in a private offering exempt from registration under Section 4(a)(2) and Regulation D.

Investors receive registration rights if the company later files any registration statement covering common stock. Closings are expected within two business days after each agreement, subject to customary conditions, and the share certificates will bear legends restricting resale absent registration or an applicable exemption.

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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): January 23, 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 1.01 Entry into a Material Definitive Agreement.

On January 23, 2026 and January 28, 2026, urban-gro, Inc. (the “Company”) entered into Purchase and Subscription Agreements (the “Subscription Agreements”) with certain accredited investors (the “Investors”). Pursuant to the terms of the Subscription Agreements, the Company agreed to issue an aggregate of 2,000,000 unregistered shares of the Company’s common stock (the “Shares”) to the Investors at a price of $0.10 per share for aggregate gross proceeds of $200,000. The Subscription Agreements include customary representations, warranties and covenants of the parties, including a covenant granting registration rights to the Investors with respect to the Shares to the extent the Company files any other registration statement registering the sale of its common stock in the future. Closing is expected to occur within two business days after the execution of each Subscription Agreement, subject to customary closing conditions.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth above in Item 1.01 relating to the issuance of the Shares pursuant to the Subscription Agreements is incorporated by reference herein in its entirety. The issuance of the Shares was and will not be not registered under the Securities Act or the securities laws of any state, and the Shares issued pursuant to the Subscription Agreements were offered and sold in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Each Investor has certified that is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such Shares contain a legend stating the same.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
10.1		Form of Purchase and Subscription Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 29, 2026	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

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FAQ

What transaction did urban-gro (UGRO) disclose in this 8-K?

urban-gro disclosed a private stock sale to accredited investors. The company agreed to issue 2,000,000 unregistered common shares through Purchase and Subscription Agreements, documenting a small capital raise and related investor rights without conducting a public offering of the securities.

How much capital is urban-gro (UGRO) raising and at what price?

urban-gro is raising gross proceeds of $200,000. The company agreed to sell 2,000,000 shares of its common stock at a price of $0.10 per share, as specified in the Purchase and Subscription Agreements with accredited investors.

Who is buying the new urban-gro (UGRO) shares?

The new shares are being purchased by accredited investors. Each investor entered into a Purchase and Subscription Agreement with urban-gro and certified accredited status under Regulation D, which is required for this type of exempt, non-public securities offering.

Are the new urban-gro (UGRO) shares registered with the SEC?

The shares are not registered with the SEC. They are being offered and sold as unregistered securities under exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D, and certificates will carry legends restricting resale without registration or a valid exemption.

What registration rights do urban-gro (UGRO) investors receive?

Investors receive registration rights tied to future company actions. If urban-gro files any registration statement registering the sale of its common stock in the future, the company has covenanted to grant registration rights for these privately placed shares under the Subscription Agreements.