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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
14, 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 1.01
Entry into a Material Definitive Agreement.
On October 14, 2025, urban-gro, Inc. (the “Company”)
entered into a binding letter of intent (the “LOI”) with Flash Sports & Media, Inc. (“Flash”) regarding
a proposed transaction pursuant to which the parties intend to merge Flash with and into a newly formed wholly-owned subsidiary of the
Company, which would then merge with and into a second wholly-owned subsidiary of the Company (collectively, the “Merger”).
Pursuant to the LOI, the parties have agreed, subject to satisfaction of certain conditions, to negotiate and execute a definitive merger
agreement in accordance with the terms set forth in the LOI. The LOI provides that Flash will pay to the Company a cash
deposit of $200,000 within fifteen days of its execution.
In connection with the Merger, the stockholders
of Flash would receive (i) unregistered shares of the Company’s common stock, par value $0.001 per share (“Common Stock”)
equal to 19.99% of the outstanding shares of Common Stock as of immediately prior to the Merger, and (ii) unregistered shares of a newly-created
series of non-voting preferred stock that would be economically equivalent to Common Stock (the “Preferred Stock”) and would
automatically convert into Common Stock upon receipt of approval by the Company’s stockholders. The LOI contemplates that the former
stockholders of Flash would own approximately 90% of the Company following the Merger, assuming full conversion of the Preferred Stock.
Upon closing of the Merger, the Company would change its name to Flash Sports & Media Holdings, Inc. or a similar name. The Company
would be required to obtain approval of its stockholders for conversion of the Preferred Stock as soon as reasonably practicable following
the Merger.
The LOI provides that following the Merger, the
board of directors (the “Board”) of the Company would be reconstituted such that four members of the Board would be designated
by the Board prior to the Merger and one member of the Board would be designated by the former stockholders of Flash. Upon approval of
the Company’s stockholders for the conversion of the Preferred Stock, the Board would be further reconstituted such that one member
of the Board would be designated by the Board prior to the Merger and four members of the Board would be designated by the former stockholders
of Flash.
The LOI provides for an exclusivity period of
90 days following the execution of the LOI. During that period, the Company agreed that neither it nor its affiliates will, among other
things, solicit, provide any information or enter into any agreement with any other party concerning a transaction similar to the Merger.
The foregoing description of the LOI is a summary
and does not purport to be complete. Such description is qualified in its entirety by reference to the text of the LOI, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item
3.02 Unregistered Sale of Equity Securities.
The information set forth above in Item 1.01 relating
to the future issuance of shares of Common Stock, shares of Preferred Stock and the shares of Common Stock underlying the Preferred Stock
is incorporated by reference herein in its entirety. The issuance of shares of Common Stock, shares of Preferred Stock and the shares
of Common Stock underlying the Preferred Stock pursuant to a definitive merger agreement, once negotiated and signed, will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and the shares of
Common Stock, shares of Preferred Stock and the shares of Common Stock underlying the Preferred Stock issued pursuant to any definitive
merger agreement will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of, and Rule 506 under Regulation
D promulgated under, the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit Description |
| 10.1 |
|
Binding Letter of Intent, dated as of October 14, 2025, by and between urban-gro, Inc. and Flash Sports & Media, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 14, 2025 |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
