UGRO Signs LOI to Sell Architecture Unit to CM Capital Affiliate

Rhea-AI Filing Summary

urban-gro, Inc. disclosed that it entered into a non-binding letter of intent to sell all of the assets of 2WR of Georgia, Inc., a subsidiary that provides architecture design services, to an affiliate of CM Capital Management. The filing states the agreement is non-binding and attaches a press release as Exhibit 99.1 and an Inline XBRL cover page as Exhibit 104. The company expressly notes the furnished information is not deemed "filed" under Section 18 and is not incorporated by reference into other filings unless specifically identified. This report does not disclose any financial terms, timing, or closing conditions for the proposed sale.

Positive

• The company publicly disclosed entry into a non-binding letter of intent to sell all assets of 2WR of Georgia, Inc.
• The transaction and communications are documented in the filing with a press release attached as Exhibit 99.1 and Inline XBRL cover page as Exhibit 104.

Negative

• The agreement is explicitly described as non-binding, so completion of a sale is not guaranteed.
• The filing does not disclose any financial terms, timing, or closing conditions for the proposed asset sale.

Insights

M&A Specialist

TL;DR Non-binding LOI announced for sale of a design-focused subsidiary; material but outcome uncertain without terms.

The filing reports a non-binding letter of intent to sell all assets of 2WR of Georgia, Inc. to an affiliate of CM Capital Management. As presented, the disclosure is procedural and does not include purchase price, payment structure, closing conditions, or timetable, which are crucial for assessing deal accretion or proceeds. The attached press release and exhibit references provide formal notice to investors, but until definitive agreements and financial terms are disclosed, valuation impact and strategic rationale remain undefined.

Corporate Governance Expert

TL;DR The company followed disclosure protocols by furnishing a press release; the filing clarifies legal treatment of the information.

The report furnishes the existence of a non-binding LOI and attaches the press release as Exhibit 99.1, while explicitly stating the information is not "filed" under Section 18. That distinction limits legal exposure from the furnishing. The absence of binding documentation or material economic terms means corporate governance oversight will need to monitor negotiation progress and any related approvals before a material change occurs.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): August 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 7.01. Regulation FD Disclosure.

On August 14, 2025, urban-gro, Inc. (the “Company”) issued a press release disclosing its entry into a non-binding letter of intent for the proposed sale of all of the assets of 2WR of Georgia, Inc., a subsidiary of the Company engaged in architecture design, to an affiliate of CM Capital Management. 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 August 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: August 14, 2025	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

2

FAQ

What did urban-gro (UGRO) disclose in this 8-K?

The company disclosed a non-binding letter of intent to sell all assets of 2WR of Georgia, Inc., a subsidiary engaged in architecture design, to an affiliate of CM Capital Management.

Is the letter of intent binding?

No. The filing states the letter of intent is non-binding.

Does the filing include financial terms or a timetable for the sale?

No. The report does not provide financial terms, timing, or closing conditions for the proposed sale.

Where can I find the company announcement?

The company attached the announcement as Exhibit 99.1 (press release) and included a Cover Page Inline XBRL as Exhibit 104.

Is the information in this filing considered "filed" under Section 18?

The filing expressly states the furnished information, including Exhibit 99.1, is not deemed "filed" under Section 18 and is not incorporated by reference into other filings unless specifically identified.