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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):
February 17, 2026
URBAN-GRO, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
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001-39933 |
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46-5158469 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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:
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☐ |
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) |
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Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
UGRO |
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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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director
Resignation
Effective
as of February 17, 2026, Anita Britt advised the Company that she was resigning from her position as a member of the board of directors
of the Company (“the Board”) effective immediately. At the time of her resignation, Ms. Britt served as the Chair of the Audit
Committee and as a member of both the Compensation and Governance Committees. Ms. Britt did not advise the Company of any dispute or disagreement
with the Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies, or practices.
Election of Directors
Effective February 18, 2026,
the remaining members of the Board acted by unanimous written consent in lieu of a meeting of the Board under Section 141(f) of the DGCL
to elect Donald Fell to the Board. The Board has since appointed Mr. Fell to serve as a member of the Audit Committee and the Nominating
Committee. Mr. Fell will be an “independent” director as defined under applicable rules of NASDAQ and the SEC.
As a director, Mr. Fell shall
receive annual compensation of $45,000, and $5,000 each for serving on the Audit Committee and the Nominating Committee. Mr. Fell will
also receive restricted stock units having a value of $80,000 annually. The price per share and corresponding number of shares of common
stock that equate to the RSU Value of $80,000 is determined each year by the Compensation Committee.
Mr. Fell’s career has spanned over 40 years with a variety of academic and business organizations. He has served as an independent
director of the following public companies: TRxADE HEALTH, INC. and Trxade Nevada from January 2014 until 2024; Aesther Healthcare Acquisition
Corp. from 2021 – 2023; Oceantech Acquisition Corp. from 2022 through 2023; Semper Paratus Acquisition Corp. from 2023 through 2024;
Kernel Group Holdings Corp. from 2023 through 2024 and Powerup Acquisitions Corp. from 2023 through 2024. He also formerly served on the
board of Fiona Consumer Products Pvt. Ltd. (Delhi, India).
He presently serves as independent director for the following corporations: Integrated Wellness Acquisition Corp. since 2023; Scienture
Holdings, Inc. since 2024; Aspire Biopharma Holdings, Inc. since 2025; Crown Reserve Acquisition Corp. since 2025; Wellgistics Health,
Inc. since 2025;. He serves on the audit, compensation, governance and nominations committees for those companies. He presently serves
as special advisor to the University of South Florida Economics Department.
From 1992 - 2025 he served as Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct
graduate professor of economics for the University of Colorado, Colorado Springs. Mr. Fell previously held positions with the University
of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public
Policy Institute from 1995 to 2012. Mr. Fell was also a visiting MBA professor at the University of LaRochelle, France, and an adjunct
professor of economics at both Illinois State University and The Ohio State University. He has served as a manufacturing engineering/econometric
consultant to Sundstrand Corporation and consultant to a variety of non profit organizations.
Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and has all but dissertation (ABD) in economics
from Illinois State University. In his academic positions he has lectured throughout the U.S., Canada, the Islands, Eastern Europe and
Asia on global economics and environmental economics topics.
There are no transactions,
relationships or arrangements between Mr. Fell and the Company that would require disclosure under Item 404(a) of Regulation S-K. Further,
there are no family relationships among any of the Company’s directors, executive officers and Mr. Fell.
Effective as of February 18,
2026, David Hsu shall serve as the Chair of the Audit Committee, replacing Ms. Britt.
Appointment of Officer
Following the completion of
the merger between urban-gro, Inc. (Nasdaq: UGRO) and Flash Sports and Media, Inc., the combined company has appointed Dick Akright and
Eric Sherb to serve as Co-Chief Financial Officers.
Mr. Akright previously served
as Chief Financial Officer of urban-gro, Inc. and brings deep public company financial reporting, compliance, and operational finance
experience.
Effective as of February 18,
2026, Mr. Sherb was appointed as the Co-Chief Financial Officer of the Company by the board of directors.
Mr. Sherb previously served
as Chief Financial Officer of Flash Sports and Media, Inc. and contributes significant expertise in strategic finance, growth initiatives,
and capital markets.
The Co-Chief Financial Officer
structure reflects the company’s commitment to integrating the strengths of both legacy organizations while supporting continued
growth and execution following the merger. Together, the Co-CFOs will collaborate closely with management and the Board to oversee financial
strategy, reporting, and operational integration.
Eric Sherb, 38, serves as
the chief financial officer of Crown Reserve Acquisition Corp. I. He is a CPA with 16 years of experience in accounting advisory, auditing
and mergers and acquisitions. Mr. Sherb began his career at PricewaterhouseCoopers in New York City in a variety of industries from hedge
funds to manufacturing and healthcare. Following his time at PricewaterhouseCoopers, Mr. Sherb served as Audit Manager at RBSM LLP, and
Senior Manager at CFGI. Since October 2018, Mr. Sherb has been a founder and owner of EMS Consulting Services, LLC. Mr. Sherb has extensive
experience in financial reporting and governance within the capital markets, including IPOs, direct listings, SPAC and de-SPAC transactions.
He has served as chief financial officer and provided financial consultancy services for several NASDAQ and OTC clients, most recently,
Scienture Holdings (NASDAQ: SCNX). Mr. Sherb has successfully assisted companies with IPO and audit readiness, registration statement
filings, coordination with other stakeholders (legal, underwriters, transfer agent, edgarizers, etc), and ongoing SEC and PCAOB compliance.
As Co-Chief Financial Officer,
Mr. Sherb will receive an annual salary of $150,000.
There are no family relationships
between Mr. Sherb and any director, executive officer or nominees thereof of the Company. There are no related party transactions between
the Company and Mr. Sherb that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934,
as amended.
Bradley Nattrass continues
to serve as Chairman and Chief Executive Officer of the combined company.
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: February 19, 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 |
