urban-gro, Inc. Reports Unregistered Equity Sales
Ticker: UGRO · Form: 8-K · Filed: Feb 5, 2025 · CIK: 1706524
| Field | Detail |
|---|---|
| Company | Urban-Gro, Inc. (UGRO) |
| Form Type | 8-K |
| Filed Date | Feb 5, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001, $1.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, unregistered-securities, capital-raise
Related Tickers: URBN
TL;DR
URBN sold unregistered equity, watch for dilution.
AI Summary
On January 31, 2025, urban-gro, Inc. reported unregistered sales of equity securities. The company filed an 8-K form detailing these transactions, which also included information on other events and financial statements/exhibits.
Why It Matters
This filing indicates potential dilution for existing shareholders due to the issuance of new equity without a prior public offering.
Risk Assessment
Risk Level: medium — Unregistered sales can signal financial distress or a need for capital, potentially leading to share dilution.
Key Numbers
- 001-39933 — SEC File Number (Identifies the company's filings with the SEC.)
- 46-5158469 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- urban-gro, Inc. (company) — Registrant
- January 31, 2025 (date) — Date of earliest event reported
- 0001706524-25-000004 (filing_id) — Accession Number
- LAFAYETTE (location) — City of principal executive offices
- CO (location) — State of principal executive offices
FAQ
What type of equity securities were sold?
The filing states 'Unregistered Sales of Equity Securities' but does not specify the exact type of securities in the provided text.
Were these sales part of a private placement?
The term 'Unregistered Sales of Equity Securities' implies they were not registered with the SEC, which is typical for private placements or other exempt offerings.
What is the total dollar amount of the unregistered sales?
The provided text does not specify the dollar amount of the unregistered equity securities sold.
When did the earliest event reported in this 8-K occur?
The earliest event reported is dated January 31, 2025.
What is urban-gro, Inc.'s principal business address?
The principal executive offices are located at 1751 Panorama Point, Unit G, Lafayette, Colorado 80026.
Filing Stats: 792 words · 3 min read · ~3 pages · Grade level 12.5 · Accepted 2025-02-05 16:46:02
Key Financial Figures
- $0.001 — ich Registered Common stock, par value $0.001 per share UGRO The Nasdaq Stock Market
- $1.00 — ock with an exercise price per share of $1.00 (the " Warrant "). Upon the payment of
Filing Documents
- ugro-20250131.htm (8-K) — 29KB
- ex41warrantpullarsettlemen.htm (EX-4.1) — 116KB
- 0001706524-25-000004.txt ( ) — 290KB
- ugro-20250131.xsd (EX-101.SCH) — 2KB
- ugro-20250131_lab.xml (EX-101.LAB) — 22KB
- ugro-20250131_pre.xml (EX-101.PRE) — 13KB
- ugro-20250131_htm.xml (XML) — 3KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 8.01 of this Current Report on Form 8-K regarding the Warrant is incorporated herein by reference into this Item 3.02. The Warrant and the shares of common stock underlying the Warrant (collectively, the " Securities ") were, and will be, offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the " Securities Act ") in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Pullar is an "accredited investor," as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
01 Other Events
Item 8.01 Other Events. As previously reported, on May 5, 2022, by Robert Pullar (" Pullar ") filed a lawsuit against urban-gro, Inc. (the " Company ") and Bradley Nattrass, in his capacity as the Company's CEO, relating to a prior settlement agreement the Company had entered into with Pullar. On Friday, January 31, 2025, the parties entered a settlement agreement, without any admission of liability or wrongdoing, to settle all claims associated with the litigation in exchange for a cash payment by the Company to Pullar and an issuance of a warrant to purchase up to 75,000 shares of common stock with an exercise price per share of $1.00 (the " Warrant "). Upon the payment of the settlement proceeds, the parties will enter into a motion to file with the court to dismiss the litigation with prejudice. The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 4.1 Common Stock Purchase Warrant dated as of February 5, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. URBAN-GRO, INC. Date: February 5, 2025 By: /s/ Bradley Nattrass Bradley Nattrass Chairperson of the Board of Directors and Chief Executive Officer