Welcome to our dedicated page for Urban-Gro SEC filings (Ticker: UGRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The urban-gro, Inc. (UGRO) SEC filings page brings together the company’s official disclosures to the U.S. Securities and Exchange Commission, offering insight into its operations, financing, and listing status. As an integrated professional services and Design-Build firm serving the Controlled Environment Agriculture ("CEA"), industrial, healthcare, hospitality, education, and other commercial sectors, urban-gro uses its SEC reports to describe its business model, material contracts, and risk factors.
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q provide narrative and financial detail on revenue from equipment systems, professional services, and construction design-build contracts. They also discuss segment exposure to CEA and commercial markets and summarize significant projects and customers where disclosed. In recent periods, the company has filed a Form 12b-25 (Notification of Late Filing) explaining delays tied to financial statement restatements, limited financial resources, and turnover in its finance department.
Current Reports on Form 8-K are especially important for UGRO. These filings document material events such as Nasdaq notices of non-compliance with Listing Rules 5550(a)(2) (minimum bid price), 5250(c)(1) (timely filing of periodic reports), and 5550(b)(1) (minimum stockholders’ equity); conditional decisions by Nasdaq Hearings Panels regarding continued listing; loan agreements, defaults, and settlements involving asset sales and issuance of common stock; asset divestitures of architectural and construction administration businesses not involving CEA; and a binding letter of intent for a proposed merger with Flash Sports & Media, Inc.
Investors can also review filings describing contracts and asset sales, including Stock and Asset Purchase Agreements and related indemnification provisions. Together, these documents show how urban-gro manages its capital structure, responds to lender actions, and reshapes its portfolio while continuing to pursue CEA and commercial projects.
On Stock Titan, AI-powered tools can help summarize lengthy 10-K and 10-Q reports, highlight key points from 8-K filings, and surface patterns in UGRO’s regulatory history, including Nasdaq compliance developments and financing arrangements.
urban-gro, Inc. (UGRO) received a Nasdaq panel extension to maintain its listing, conditioned on fixing three compliance issues. The company must regain compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement by December 31, 2025, and with the Bid Price Rule by January 28, 2026.
The deficiencies arose from a sub‑$1.00 bid price for 30 consecutive business days, delayed SEC filings (Form 10‑K for 2024 and Forms 10‑Q for the quarters ended March 31, 2025 and June 30, 2025), and Nasdaq’s minimum stockholders’ equity rule, which requires $2.5 million. During the exception period, urban-gro must promptly notify the panel of significant events and provide documentation for review.
The company noted there can be no assurance it will regain compliance with these rules, underscoring the risk of losing its Nasdaq Capital Market listing if conditions are not met.
urban-gro, Inc. (UGRO) announced a binding letter of intent to merge with Flash Sports & Media, Inc. via a two-step subsidiary merger. Flash will provide a $200,000 cash deposit within 15 days. The parties plan to negotiate and execute a definitive agreement consistent with the LOI.
At closing, Flash stockholders would receive unregistered UGRO common shares equal to 19.99% of outstanding common immediately prior to the merger, plus unregistered non‑voting preferred shares that are economically equivalent to common and would automatically convert into common upon stockholder approval. The LOI states that, assuming full conversion, former Flash stockholders would own approximately 90% of the combined company.
The company would change its name to Flash Sports & Media Holdings, Inc. or similar after closing. Board composition would shift in two stages: initially four directors designated by the current board and one by Flash holders; after conversion approval, one by the current board and four by Flash holders. The LOI includes a 90‑day exclusivity period. Securities issuances would rely on Section 4(a)(2) and Rule 506 of Regulation D.
urban-gro, Inc. reports an update on its Nasdaq listing status. The company previously received notices from Nasdaq for failing to meet three continued listing standards: the minimum $1.00 bid price requirement, the timely filing requirement for its Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31 and June 30, 2025, and the minimum stockholders’ equity requirement of $2.5 million.
Nasdaq issued a determination that these deficiencies serve as bases for delisting the company’s securities from the Nasdaq Capital Market. urban-gro has requested a hearing before a Nasdaq Hearings Panel, and that hearing has been rescheduled from October 7, 2025 to October 14, 2025. The company states there can be no assurance it will regain compliance with the Nasdaq listing rules or that its appeal of the delisting determination will be successful.
urban-gro, Inc. filed a Form 8-K disclosing a Settlement Agreement and Mutual General Release dated September 26, 2025 executed among urban-gro, Inc., UG Construction, Inc., Gemini Finance Corp. and other parties. The filing indicates communications referenced under Rule 425 and soliciting/pre-commencement communications provisions of the Exchange Act were considered. The report includes an interactive cover page data file embedded in the Inline XBRL document. The disclosure is concise and centers on the existence of the settlement document among the named parties.
urban-gro, Inc. entered into a Stock and Asset Purchase Agreement under which 2WR Holdco, LLC acquired all shares of 2WR of Georgia, Inc. and certain related assets for $2.0 million in cash, offset by a prior $500,000 deposit and any assumed debt. The Company keeps its controlled environment agriculture (CEA) architectural business.
The Company also received a Nasdaq determination letter after failing to regain compliance with the $1.00 minimum bid price, timely filing requirements for its 2024 Form 10-K and 2025 Forms 10-Q, and the $2.5 million minimum stockholders’ equity rule. A hearing before a Nasdaq panel is scheduled for October 7, 2025, but there is no assurance the appeal or requested stay will succeed.
Director Lewis O. Wilks resigned from the Board and has a financial interest in the Buyer, and CEO Bradley J. Nattrass voluntarily reduced his annual base salary from $450,000 to $350,000 until at least November 30, 2025, with similar reductions by other leaders as a cost-saving measure.
urban-gro, Inc. reported that its subsidiary UG Construction is in default under a revolving line of credit with Gemini Finance Corp., with approximately
The company also received a Nasdaq determination letter stating that, because it did not file its 2024 Form 10-K and its Forms 10-Q for the quarters ended March 31 and June 30, 2025 by the required date, Nasdaq will suspend trading in its common stock on August 27, 2025 and begin delisting procedures, absent a successful appeal. Nasdaq also cited non-compliance with the minimum
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.
urban-gro, Inc. entered a Settlement and Release resolving a dispute over HVAC equipment with J Brrothers LLC and Herb-a-More LLC by issuing a $395,556 promissory note and 150,000 unregistered shares to J Brrothers. The Note accrues simple interest at 12% annually, carries a 17% default interest rate, is payable in monthly installments over eight months with the first seven payments of $50,000 and a final payment of $64,046.95, and has a stated maturity on March 18, 2026. The Note may be prepaid without penalty. The issuance of the Note and Shares was made without registration under Section 4(a)(2) and Regulation D and J Brrothers is identified as an accredited investor. Copies of the Promissory Note and the Settlement Agreement are filed as Exhibits 4.1 and 10.1.