urban-gro warns of Nasdaq delisting risk

urban-gro, Inc. reports an update on its Nasdaq listing status.

Rhea-AI Filing Summary

urban-gro, Inc. reports an update on its Nasdaq listing status. The company previously received notices from Nasdaq for failing to meet three continued listing standards: the minimum $1.00 bid price requirement, the timely filing requirement for its Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31 and June 30, 2025, and the minimum stockholders’ equity requirement of $2.5 million.

Nasdaq issued a determination that these deficiencies serve as bases for delisting the company’s securities from the Nasdaq Capital Market. urban-gro has requested a hearing before a Nasdaq Hearings Panel, and that hearing has been rescheduled from October 7, 2025 to October 14, 2025. The company states there can be no assurance it will regain compliance with the Nasdaq listing rules or that its appeal of the delisting determination will be successful.

Positive

• None.

Negative

• Nasdaq delisting risk: Nasdaq has determined urban-gro failed the $1.00 minimum bid price, timely filing, and $2.5 million stockholders’ equity requirements, and these are bases for delisting from the Nasdaq Capital Market.

Insights

Equity & Listing Standards Analyst

urban-gro faces multiple Nasdaq compliance failures and an uncertain delisting appeal outcome.

urban-gro, Inc. discloses that Nasdaq has determined the company failed three key continued listing standards: the $1.00 minimum bid price, timely filing of its Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31 and June 30, 2025, and the $2.5 million stockholders’ equity threshold. Nasdaq has stated these issues are bases for delisting the company’s securities from the Nasdaq Capital Market.

The company has requested a hearing before a Nasdaq Hearings Panel, which has been rescheduled to October 14, 2025. The disclosure explicitly notes there is no assurance the company will regain compliance with Listing Rules 5550(a)(2), 5250(c)(1) and 5550(b)(1), or other applicable rules, or that its appeal of the delisting determination will succeed. This language underlines a meaningful risk that the shares could be removed from the Nasdaq Capital Market if the panel does not grant relief.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is urban-gro, Inc. (UGRO) at risk of Nasdaq delisting?

urban-gro, Inc. has been cited by Nasdaq for failing three continued listing standards: maintaining a minimum $1.00 bid price under Listing Rule 5550(a)(2), meeting the timely filing requirement for its Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31 and June 30, 2025 under Listing Rule 5250(c)(1), and maintaining minimum stockholders’ equity of $2.5 million under Listing Rule 5550(b)(1). Nasdaq has determined these deficiencies are bases for delisting the company’s securities from the Nasdaq Capital Market.

What Nasdaq listing rules has urban-gro, Inc. (UGRO) failed to meet?

According to the disclosure, urban-gro is not in compliance with Nasdaq Listing Rule 5550(a)(2) (the minimum $1.00 bid price requirement), Nasdaq Listing Rule 5250(c)(1) (the timely filing requirement for its Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31 and June 30, 2025), and Nasdaq Listing Rule 5550(b)(1) (the minimum stockholders’ equity requirement of $2.5 million).

What step has urban-gro, Inc. (UGRO) taken in response to Nasdaq’s delisting determination?

urban-gro, Inc. has requested a hearing before a Nasdaq Hearings Panel regarding Nasdaq’s determination to delist its securities. The hearing, originally expected on October 7, 2025, has been rescheduled to October 14, 2025, where the panel will consider the company’s noncompliance with the minimum bid price, timely filing, and stockholders’ equity requirements.

Is there any assurance that urban-gro, Inc. (UGRO) will remain listed on the Nasdaq Capital Market?

The company states that there can be no assurance it will regain compliance with Nasdaq Listing Rules 5550(a)(2), 5250(c)(1), and 5550(b)(1), or other applicable Nasdaq Listing Rules, and no assurance that its appeal of the delisting determination will be successful. The continued listing of its securities depends on the outcome of the Nasdaq Hearings Panel process.

What filings has urban-gro, Inc. (UGRO) delayed that affect its Nasdaq compliance?

urban-gro’s noncompliance with Nasdaq Listing Rule 5250(c)(1) stems from a 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. These delays contribute to Nasdaq’s determination to delist the company’s securities.

What is the significance of the $2.5 million stockholders’ equity requirement for UGRO?

Nasdaq Listing Rule 5550(b)(1) requires urban-gro to maintain minimum stockholders’ equity of $2.5 million to remain listed on the Nasdaq Capital Market. Nasdaq notified the company on August 18, 2025 that it was not in compliance with this requirement, and this shortfall is one of the stated bases for Nasdaq’s delisting determination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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.

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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: October 7, 2025	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

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