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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): November
18, 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 October 14, 2025, urban-gro,
Inc. (the “Company”) attended a hearing before a Nasdaq Hearings Panel (the “Panel”) in connection with a determination
letter that the Company received from the Nasdaq Listing Qualifications Department on August 28, 2025 due to the Company’s non-compliance
with (i) Nasdaq Listing Rule 5550(a)(2) due to the Company’s common stock having had a bid price of less than $1.00 per share for
30 consecutive business days (the “Bid Price Rule”), (ii) 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, 2025 and June 30, 2025 (the “Timely Filing Requirement”), and (iii) Nasdaq Listing Rule 5550(b)(1), which
requires the Company to maintain minimum stockholders’ equity of $2.5 million (the “Stockholders’ Equity Requirement”).
Also as previously reported, on October 30, 2025, the Company received a notice from Nasdaq notifying the Company that the Panel had determined
to grant the Company’s request to continue its listing on The Nasdaq Capital Market, conditioned on the Company regaining compliance
with the Timely Filing Requirement and the Stockholders’ Equity Requirement on or before December 31, 2025 and regaining compliance
with the Bid Price Rule on or before January 28, 2026. During the exception period, the Company is required to provide prompt notification
to the Panel of any significant event that may affect the Company’s compliance with Nasdaq requirements. Any documentation evidencing
the Company’s compliance will be subject to review by the Panel, which may, in its discretion, request additional information before
determining whether the Company has regained compliance.
On November 18, 2025,
the Company received a determination letter (the “Letter”) from Nasdaq stating that because the Company did
not timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2025, the resulting filing delinquency would be an
additional basis for delisting the Company’s securities pursuant to the Timely Filing Requirement. The Letter notified the Company
that the Panel would consider the matter in their decision regarding the Company’s continued listing on the Nasdaq Capital Market,
and requested that the Company present its views with respect to the additional deficiency in writing by November 25, 2025. The Company
intends to make a submission to the Panel by the requested date.
There can be no assurance that the Company will
be able to regain compliance with the Bid Price Rule, the Timely Filing Requirement, or the Stockholders’ Equity Requirement, or
will otherwise be in compliance with other applicable Nasdaq Listing Rules.
Forward-Looking Statements
This Current Report on
Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,”
“anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,”
“plans,” “proposes” and similar expressions. Although the Company believes that the expectations reflected in
these forward-looking statements are based on reasonable assumptions, there are a number of risks, uncertainties and other important factors
that could cause actual results to differ materially from such forward-looking statements, including the risk that the Company may not
regain compliance with the Bid Price Rule, the Timely Filing Requirement or the Stockholders’ Equity Requirement, or otherwise fail
to meet the requirements for continued listing under applicable Nasdaq Listing Rules, among other risks, uncertainties, and important
factors discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December
31, 2023, as updated by its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the
date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements,
except as may be required by law.
Item 7.01. Regulation FD Disclosure.
On November 24, 2025,
the Company issued a press release disclosing the receipt of the Letter referenced above. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
The information furnished
pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date hereof, unless specifically identified as being incorporated therein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit Description |
| 99.1 |
|
Press Release dated November 24, 2025 |
| 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: November 24, 2025 |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
