false
0001706524
0001706524
2025-10-07
2025-10-07
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): October 7, 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 February 24, 2025, urban-gro, Inc. (the “Company”) received a deficiency letter from the Listing
Qualifications Department of Nasdaq notifying the Company that, for the last 30 consecutive business days, the bid price for the
Company’s common stock, par value $0.001 per share (the “Common Stock”) had closed at a price of below $1.00 per
share, which is the minimum closing price required to maintain continued listing on the Nasdaq Capital Market under Nasdaq Listing
Rule 5550(a)(2) (the “Minimum Bid Requirement”). Also as previously reported, on August 28, 2025, the Company received a
determination letter (the “Determination”) from Nasdaq stating that Nasdaq had determined that the
Company did not regain compliance with the Minimum Bid Requirement by August 25, 2025. The Determination stated that the failure to
comply with the Minimum Bid Requirement during the compliance period would serve as an additional basis for delisting the
Company’s securities from the Nasdaq Capital Market and would be considered by a Hearings Panel (the “Panel”), in
addition to the Company’s failure to comply with (i) 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, June 30, 2025 (the “Timely Filing Requirement”), and (ii) Nasdaq Listing Rule 5550(b)(1), which requires
the Company to maintain minimum stockholders’ equity of $2.5 million (the “Stockholders’ Equity
Requirement”). On August 18, 2025, Nasdaq notified the Company that it had determined (the “Prior Determination”)
that the Company was not in compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement.
The Company requested a hearing before
the Panel, which hearing has been rescheduled from the previously-reported date of October 7, 2025 to October 14, 2025.
There can be no assurance
that the Company will be able to regain compliance with Nasdaq Listing Rules 5550(a)(2), 5250(c)(1) and/or 5550(b)(1), or will otherwise
be in compliance with other applicable Nasdaq Listing Rules, or that the Company’s appeal of the delisting determination will
be successful.
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 7, 2025 |
By: |
/s/ Bradley Nattrass |
| |
|
Name:
|
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
