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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 $1.76 million now immediately due and subject to a default interest charge of 1% per week from June 16, 2025. The lender has notified the company that it plans to foreclose and conduct a private Article 9 sale of substantially all UG Construction assets on September 4, 2025.
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 $2.5 million stockholders’ equity requirement, and the company plans to request a hearing and a stay of suspension, though it cautions there is no assurance it will regain compliance or avoid delisting.
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.