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.
urban-gro, Inc. filings document the regulatory record of a Nasdaq-listed operating company with common stock trading under the symbol UGRO. Recent disclosures cover material agreements, secured promissory notes, forbearance and exchange arrangements, capital-structure matters, investor presentations furnished under Regulation FD, and periodic-reporting status.
The company's SEC filings also address governance and reporting events, including officer changes, independent auditor changes, Nasdaq listing compliance, late-filing notices, and securities registered under the Exchange Act. These documents provide formal disclosure on urban-gro's financing arrangements, public-company controls, board and audit-committee actions, and risks tied to its reporting and capital structure.
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.
urban-gro, Inc. files its annual report describing a major strategic shift, financial stress, and listing risks. After deciding in the third quarter of 2025 to exit its core sectors, the company began selling assets, cutting headcount, and preparing for a merger, and now primarily acts as a value-added reseller of controlled environment agriculture equipment.
The report details a binding letter of intent to merge with Flash Sports & Media, Inc., under which Flash stockholders would ultimately hold about 90% of the combined company, and urban-gro would change its name after closing. The company discloses loan amendments, a Gemini credit-line default and Article 9 asset sale, a new Agile term loan, a settlement with J Brrothers involving a new note and shares, and the sale of its 2WR of Georgia design business.
urban-gro also highlights repeated Nasdaq deficiency notices related to late SEC filings, low share price, and stockholders’ equity below $2.5 million, with continued risk of delisting if it cannot regain full compliance.
urban-gro, Inc. reports that Nasdaq has identified a new listing deficiency because the company did not hold an annual stockholder meeting within twelve months of its prior fiscal year end, as required by Nasdaq Listing Rule 5620(a). This adds to earlier non-compliance with the minimum $1.00 bid price rule, timely filing requirements for its 10-K and 10-Q reports, and the minimum $2.5 million stockholders’ equity requirement. The company plans to submit its views to the Nasdaq Hearings Panel and has requested more time to regain compliance, but there is no assurance an extension will be granted. The company warns that a potential Nasdaq delisting could make trading its shares more difficult, pressure its stock price, hinder capital raising, trigger defaults or termination rights under agreements including a binding letter of intent with Flash Sports & Media, Inc., and could ultimately lead to the company ceasing operations.
urban-gro, Inc. is asking stockholders at its January 16, 2026 in-person annual meeting to approve several significant capital and governance items. The ballot includes electing five directors, amending the 2021 Equity Incentive Plan to add 5,000,000 shares (about 34% of the 14,802,789 shares outstanding as of December 12, 2025) and raising the individual award limit to 500,000 shares per year. Stockholders are also asked to ratify the auditor, approve executive pay on an advisory basis, and authorize a reverse stock split at a ratio between 1-for-2 and 1-for-25, with the final ratio and timing set by the Board.
Additional proposals would increase authorized common shares to 200,000,000 and approve potential issuances of common stock in one or more non-public financings under Nasdaq Listing Rule 5635(d). Directors and executive officers together hold 17.8% of outstanding shares. The proxy details Board committee structure, director and executive compensation, equity awards and related-party revenues, and explains voting mechanics, quorum, and broker non-vote treatment.
urban-gro, Inc. (UGRO) reports an additional Nasdaq compliance issue tied to late SEC filings, increasing its risk of delisting from the Nasdaq Capital Market. The company was already under a Nasdaq Hearings Panel plan to fix three problems: its stock’s failure to meet the $1.00 bid price minimum, delays in filing its 2024 Form 10-K and Form 10-Qs for March 31 and June 30, 2025, and not meeting the $2.5 million stockholders’ equity requirement.
On November 18, 2025, Nasdaq notified urban-gro that its failure to timely file the Form 10-Q for the quarter ended September 30, 2025 is an additional basis for delisting under the timely filing rule. The Panel asked the company to respond in writing by November 25, 2025, and the company plans to submit its views. Urban-gro cautions that there is no assurance it will regain compliance with Nasdaq listing rules.
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.
urban-gro, Inc. (UGRO) reported it sold certain customer lists to 2WR of Georgia, Inc. for $143,000 in cash. As part of the agreement, the parties waived and terminated a prior non-solicitation provision that applied to the Buyer under an earlier stock and asset purchase agreement. The new agreement includes non-competition and non-solicitation restrictions on the Seller Parties, customary representations and warranties, and indemnification by the Seller Parties for specified pre-closing, tax, work-in-progress, and employment-related matters.
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.