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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC File Number
001-39933 |
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FORM 12b-25 |
CUSIP Number
91704K301 |
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NOTIFICATION OF LATE FILING |
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| (Check One): |
☐ Form 10-K ☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
Period Ended: March 31, 2026 |
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☐ Transition
Report on Form 10-K |
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☐ Transition
Report on Form 20-F |
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☐ Transition
Report on Form 11-K |
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☐ Transition
Report on Form 10-Q |
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For the Transition Period Ended: |
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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
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| PART I — REGISTRANT INFORMATION |
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| urban-gro, Inc. |
| Full Name of Registrant |
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| Former Name if Applicable |
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| 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.)
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(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(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 |
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(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.
urban-gro, Inc. (the “Company”)
is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended March
31, 2026 (the “Quarterly Report”), which was due on May 15, 2026. The Company has determined that it is unable
to file its Quarterly Report within the prescribed time period without unreasonable effort or expense because additional time is required
to finalize its financial statements and related disclosures required to be included in the Quarterly Report. The Company is working diligently
to complete the Quarterly Report as soon as possible and intends to file the Quarterly Report on or before the fifth calendar day following
the prescribed due date, pursuant to Rule 12b-25 of the Securities Exchange Act of 1934.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
| Bradley Nattrass |
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(720) |
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390-3880 |
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(Area Code) |
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(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
(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.
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: May 15, 2026 |
By: |
/s/ Eric Sherb |
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Name: |
Eric Sherb |
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Title: |
Chief Financial Officer |
