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urban-gro, Inc. filed an amended current report to clarify limits on issuing common stock under its Equity Line of Credit Agreement. The company states that, under Nasdaq Listing Rule 5635(d), it will not issue shares above 19.99% of its outstanding common stock immediately prior to the issuance of 1,000,000 shares on January 23, 2026, which was later adjusted to 40,000 shares after a reverse stock split, unless stockholders first approve larger issuances. Until such approval is obtained, sales under the equity line, together with other issuances required to be aggregated under the Nasdaq rule, must remain at or below this cap. The company plans to seek stockholder approval at a future meeting to permit issuances above this limit.
urban-gro, Inc. reported sharply weaker results and severe financial strain for the quarter and nine months ended September 30, 2025. Revenue fell to $2.4 million in the quarter from $8.0 million a year earlier, and to $16.9 million for the nine months from $35.8 million, driven by steep declines in construction design-build activity.
The company generated a gross loss of $0.2 million year‑to‑date, versus a $3.6 million gross profit in the prior year period, as costs did not fall as fast as revenue. Net loss from continuing operations reached $14.7 million for the nine months, while cash dropped to $62,875 and total assets shrank to $3.2 million versus $19.5 million at year‑end.
urban-gro ended the period with $42.1 million of liabilities and a stockholders’ deficit of $38.9 million. Management disclosed that recent results raise substantial doubt about its ability to continue as a going concern, though they believe cost cuts and potential financings alleviate this for the next 12 months. The company sold certain non‑CEA services subsidiaries for $2.0 million, saw its construction subsidiary’s assets foreclosed by a lender, and is dealing with multiple loan defaults, settlements, lawsuits, Nasdaq listing deficiencies, a reverse stock split, and new equity and financing arrangements to address liquidity.
urban-gro, Inc. reported a sharp downturn in 2025 results. Q2 2025 revenue was $7.8 million, down from $17.9 million a year earlier, and gross profit was essentially breakeven. The company posted a Q2 net loss of $6.2 million and a six‑month net loss of $10.2 million.
Total assets fell to $9.9 million while liabilities remained about $44.2 million, leaving a stockholders’ deficit of $34.2 million and significant negative working capital. Management disclosed that recent losses and cash flow trends raise substantial doubt about the ability to continue as a going concern, though it believes cost cuts and potential financings support operations for the next year.
urban-gro, Inc. entered a new equity purchase agreement giving it the right to sell up to $25,000,000 of common stock to Hudson Global Ventures over about 24 months, at a 10% discount to specified market-based prices and within volume-based limits.
The company issued Hudson a warrant for 55,556 shares at $12.50 per share exercisable for five years, and reserved 200,000 shares with its transfer agent as a baseline for potential issuances. The company must obtain stockholder approval to issue more than 136,845 shares under this arrangement.
urban-gro also entered a short-term $105,000 term loan with Agile entities, maturing 28 weeks after the effective date, including a $5,000 administrative fee and a prepayment premium equal to interest that would have accrued to maturity, along with default-related protections for the lenders.
urban-gro, Inc. approved and implemented a 1-for-25 reverse stock split of its common stock. Every twenty-five shares outstanding as of 12:01 a.m. Eastern Time on February 9, 2026 will be combined into one share, with no change to authorized share count or par value.
The reverse split is primarily intended to help the company meet the Nasdaq Capital Market minimum bid price requirement. Fractional shares will not be issued; instead, affected stockholders will receive cash based on the February 6, 2026 closing price, adjusted for the split. Split-adjusted shares are expected to begin trading on Nasdaq on February 9, 2026 under the same ticker “UGRO” but with a new CUSIP number, and related equity awards, warrants, and plan reserves will be proportionally adjusted.
urban-gro, Inc. reported first-quarter 2025 revenue of $9.5 million, down from $15.4 million a year earlier, and a net loss of $4.0 million versus $2.6 million. Gross margin compressed to about 6%, as construction design-build revenue fell sharply.
Total assets were $16.1 million against $44.3 million of liabilities, leaving a shareholders’ deficit of $28.2 million. Cash was $0.7 million and working capital was negative $30.1 million, though operating activities generated $2.2 million of cash in the quarter. Management disclosed that recent results and its financial position raise substantial doubt about its ability to continue as a going concern but believes cost cuts and other steps alleviate that doubt over the next 12 months.
The company amended its Gemini line of credit in March 2025, paying a 150,000‑share fee and agreeing to tighter receivables covenants. Subsequent disclosures describe later defaults, foreclosure on subsidiary UG Construction’s assets, new litigation and settlements, Nasdaq listing deficiencies and extensions, asset sales, and a binding letter of intent for a merger with Flash Sports & Media, Inc.
urban-gro, Inc. reported the results of its 2025 Annual Meeting of Stockholders, where all seven proposals on the ballot were approved. Shareholders re-elected five directors for one-year terms and ratified Sadler, Gibb & Associates, LLC as independent auditor for the year ended December 31, 2025.
Stockholders approved an amendment to the 2021 Omnibus Stock Incentive Plan to add 5,000,000 shares authorized for issuance and increase the individual award limit. They also authorized a reverse stock split at a ratio between 1-for-2 and 1-for-25, with the exact terms to be set by the Board.
In addition, shareholders approved increasing authorized common stock to 200,000,000 shares and gave the Board authority to adjourn the meeting if needed, though adjournment was ultimately unnecessary. A quorum of 8,273,664 shares, or about 55.9% of the 14,802,789 eligible shares, was represented.
urban-gro, Inc. entered into Purchase and Subscription Agreements with accredited investors to sell 2,000,000 unregistered common shares at $0.10 per share, for gross proceeds of $200,000. The shares are being issued in a private offering exempt from registration under Section 4(a)(2) and Regulation D.
Investors receive registration rights if the company later files any registration statement covering common stock. Closings are expected within two business days after each agreement, subject to customary conditions, and the share certificates will bear legends restricting resale absent registration or an applicable exemption.
urban-gro, Inc. reports that a Nasdaq Hearings Panel has granted a further extension for the company to regain compliance with multiple Nasdaq listing standards. The company now has until February 17, 2026 to satisfy the stockholders’ equity, annual meeting, and timely SEC filing requirements, and until February 24, 2026 to restore its share price to at least $1.00 under the bid price rule.
The filing warns there is no assurance urban-gro will meet these deadlines or other Nasdaq rules. It explains that a Nasdaq delisting could make trading the stock more difficult, pressure the share price, hinder capital raising, and potentially trigger defaults, penalties, or termination rights in existing agreements, including a binding letter of intent with Flash Sports & Media, Inc. The company states such outcomes could have a material adverse effect and might ultimately lead to a cessation of operations.
urban-gro, Inc. is asking stockholders to vote at its January 30, 2026 annual meeting on a broad set of governance, capital structure, and compensation proposals. Investors will elect five directors, approve changes to the 2021 Equity Incentive Plan, ratify the auditor, and cast a non-binding say-on-pay vote.
The proxy seeks approval for a reverse stock split at a ratio between 1-for-2 and 1-for-25, at the Board’s discretion, and an increase in authorized common shares to 200,000,000. It also proposes adding 5,000,000 shares to the 2021 equity plan and raising the per-person annual award cap to 500,000 shares, which the company notes equals about 31% of shares outstanding as of January 13, 2026. Directors and executives collectively owned 17.8% of common stock as of the record date.