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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):
June 3, 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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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
5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2026, urban-gro, Inc. (the
“Company”) held its previously announced Special Meeting of Stockholders (the “Special Meeting”). However,
the Company did not achieve a quorum and therefore was unable to transact business at the meeting virtually via live webcast at
www.virtualshareholdermeeting.com/UGRO2026SM. During the period of adjournment, the Company expects the original proxy materials to
continue to be delivered to stockholders who have not yet received them, and the Company will continue to solicit proxies and
stockholder votes in advance of the adjourned Special Meeting. The record
date for the determination of stockholders of the Company entitled to vote at the adjourned Special Meeting remains the close of
business on May 6, 2026.
Pursuant to the Company’s bylaws, whether
or not there is such a quorum at any meeting, the presiding officer of the meeting may adjourn the meeting from time to time without notice
other than announcement at the meeting. Accordingly, the Special Meeting was adjourned to June 12, 2026, at 10:00 AM EST.
At the adjourned Special Meeting on June 12, 2026,
stockholders will be deemed to be present in person and vote at such adjourned meeting in the same manner as disclosed in the definitive
proxy statement the Company filed with the Securities and Exchange Commission on May 14, 2026. Valid proxies submitted prior to the reconvened
Special Meeting will continue to be valid for the upcoming reconvened Special Meeting, unless properly changed or revoked prior to votes
being taken at such reconvened Special Meeting.
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: June 3, 2026 |
URBAN-GRO, INC. |
| |
|
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By: |
/s/ Bradley Nattrass |
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Name: |
Bradley Nattrass |
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Title: |
Chairman and Chief Executive Officer |