[NT 10-Q] urban-gro, Inc. SEC Filing

Rhea-AI Filing Summary

urban-gro, Inc. (UGRO) filed a Form 12b-25 to report it will not file its Form 10-Q for the quarter ended September 30, 2025 on time. The company explains the delay stems from extensive work to complete previously announced restatements of its 2022 and 2023 annual and quarterly financial statements and the quarter ended March 31, 2024, along with filing its 2024 second- and third-quarter 10-Qs by February 19, 2025. Management notes this effort, combined with limited financial resources and finance department turnover, has slowed preparation of the latest quarterly financials. The company also has yet to file its 2024 Form 10-K and 10-Qs for the quarters ended March 31 and June 30, 2025, and states it cannot currently provide a reasonable estimate of any significant change in results of operations for the September 30, 2025 quarter, but plans to file the Form 10-Q as soon as practicable.

Positive

• None.

Negative

• Multiple late SEC reports and restatements: The company has not yet filed its 2024 Form 10-K or 10-Qs for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, after completing restatements of 2022–2023 and certain 2024 periods, indicating elevated reporting and control risk.

Insights

Accounting & Disclosure Risk Analyst

Multiple late reports and past restatements highlight elevated disclosure and control risk for urban-gro.

urban-gro, Inc. reports that restating its 2022 and 2023 annual and quarterly financial statements, plus the quarter ended March 31, 2024, and completing its 2024 second- and third-quarter 10-Qs by February 19, 2025, consumed significant management attention and resources. This contributed to the company missing the deadline for its Form 10-Q for the quarter ended September 30, 2025.

The company also states that its Form 10-K for the year ended December 31, 2024 and 10-Qs for the quarters ended March 31, 2025 and June 30, 2025 remain unfiled. It cites limited financial resources and turnover in the finance department as additional factors, which may signal strain on internal accounting capacity.

urban-gro indicates it cannot yet provide a reasonable estimate of any significant change in results of operations for the September 30, 2025 quarter. It also notes that further review could identify errors or control deficiencies in its accounting practices. Subsequent company filings will clarify timing of the outstanding reports and the final impact of the restatements and reviews.

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
		SEC File Number 001-39933
			FORM 12b-25	CUSIP Number 91704K202
	NOTIFICATION OF LATE FILING

(Check One)	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
	For Period Ended: September 30, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I — REGISTRANT INFORMATION

urban-gro, Inc.

Full Name of Registrant

Former Name if Applicable

1751 Panorama Point, Unit G

Lafayette, CO 80026

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously disclosed by urban-gro, Inc. (the “Company”) in its Current Report on Form 8-K, as filed on August 14, 2024 (the “Prior 8-K”), the Audit Committee of the Company’s Board of Directors determined that it was necessary to restate the Company’s audited consolidated financial statements as of and for the years ended December 31, 2022 and December 31, 2023 included in the Annual Report on Form 10-K with respect to such periods and the Company’s unaudited condensed consolidated interim financial statements as of and for each of the fiscal quarters in the years ended 2023 and 2022, and the quarter ended March 31, 2024, included in the Quarterly Reports on Form 10-Q with respect to such periods (collectively, the “Restatements”). The Restatements were completed and filed, together with the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2024 and September 30, 2024 (the “2024 10-Qs”), by February 19, 2025.

As a result of delays due to the preparation, review and filing of the Restatements and the 2024 10-Qs described above, which required significant management attention and expenditures, limited financial resources, and turnover in the Company’s finance department, the Company has been delayed in its preparation of its financial statements for the fiscal quarter ended September 30, 2025 and its Quarterly Report on Form 10-Q (the “Form 10-Q”) for that period, and is consequently unable to complete its condensed consolidated financial statements and file the Form 10-Q by the prescribed due date for such filing. The Company plans to file the Form 10-Q as soon as practicable.

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PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Bradley Nattrass		(720)		390-3880
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☐ Yes ☒ No

As a result of the factors described in Part III above, the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 or its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company’s anticipated significant changes in its results of operations based on its preliminary unaudited results of operations are as follows:

As described above, the Company continues work on its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025. Due to the ongoing work, the Company is not currently able to provide a reasonable estimate regarding any significant change in its results of operations as of the date of this filing.

Forward-Looking Statements

Certain matters discussed in this Form 12b-25 constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this Form 12b-25 that do not relate to matters of historical fact should be considered forward-looking statements. These forward-looking statements are based on management’s current expectation and include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Form 10-Q and the results of the ongoing review.

These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, and the possibility that the ongoing audit and review of the Company’s financial statements may identify errors or control deficiencies in the Company’s accounting practices. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

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urban-gro, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 21, 2025	By:	/s/ Bradley Nattrass
		Bradley Nattrass
		Chief Executive Officer

ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).

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FAQ

Why did urban-gro (UGRO) file a Form 12b-25 for its Q3 2025 10-Q?

The company states it cannot file its Form 10-Q for the quarter ended September 30, 2025 by the deadline because extensive work on prior-period restatements and recent 2024 10-Qs, combined with limited financial resources and finance team turnover, delayed preparation of the latest quarterly financial statements.

Which prior financial periods did urban-gro restate before this NT 10-Q?

urban-gro reports restating its audited consolidated financial statements for the years ended December 31, 2022 and December 31, 2023, as well as unaudited interim financials for each quarter in 2022 and 2023 and the quarter ended March 31, 2024.

When did urban-gro complete filing its restated financials and related 2024 10-Qs?

The company states that the restatements and its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024 were completed and filed by February 19, 2025.

Which other SEC reports does urban-gro say remain unfiled?

urban-gro discloses that its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025 have not yet been filed.

Can urban-gro estimate changes in its Q3 2025 results of operations?

The company states that, due to ongoing work on the Form 10-Q for the quarter ended September 30, 2025, it is not currently able to provide a reasonable estimate regarding any significant change in its results of operations.

What risks does urban-gro highlight in its forward-looking statements notice?

The company notes risks including a material delay in financial reporting and the possibility that ongoing audit and review work may identify errors or control deficiencies in its accounting practices.