Urban-Gro Files 8-K Amid Listing Concerns

TL;DR

URGN 8-K filed: Listing rule issues, exec changes, material agreement. Uh oh.

AI Summary

Urban-Gro, Inc. filed an 8-K on August 26, 2025, reporting a material definitive agreement, a notice of delisting or failure to meet listing standards, and changes in directors and officers. The company is based in Lafayette, Colorado, and operates in the wholesale machinery and equipment sector.

Why It Matters

This filing indicates potential financial distress or operational challenges for Urban-Gro, Inc., which could impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — The filing explicitly mentions 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' indicating significant risk to the company's stock market viability.

Key Players & Entities

• Urban-Gro, Inc. (company) — Registrant
• August 26, 2025 (date) — Earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Lafayette, Colorado (location) — Business address

FAQ

Key Financial Figures

• $0.001 — ch Registered Common stock, par value $0.001 per share UGRO The Nasdaq Stock Mar
• $2.0 million — Buyer for the Acquisition consisted of $2.0 million in cash, offset by a previous deposit o
• $500,000 — n cash, offset by a previous deposit of $500,000 and by any assumed indebtedness. The
• $1.00 — Stock") had closed at a price of below $1.00 per share, which is the minimum closing
• $2.5 million — aintain minimum stockholders' equity of $2.5 million (the "Stockholders' Equity Requirement"
• $450,000 — alary from an annualized base salary of $450,000 to $350,000 until at least November 30,
• $350,000 — n annualized base salary of $450,000 to $350,000 until at least November 30, 2025, as a

Filing Documents

• ea0255573-8k_urban.htm (8-K) — 49KB
• ea025557301ex2-1_urban.htm (EX-2.1) — 212KB
• 0001213900-25-083451.txt ( ) — 476KB
• ugro-20250826.xsd (EX-101.SCH) — 3KB
• ugro-20250826_lab.xml (EX-101.LAB) — 33KB
• ugro-20250826_pre.xml (EX-101.PRE) — 22KB
• ea0255573-8k_urban_htm.xml (XML) — 4KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. On August 27, 2025, certain subsidiaries (the "Seller Parties") of urban-gro, Inc. (the "Company") entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with 2WR Holdco, LLC (the "Buyer"). Pursuant to the Purchase Agreement, the Buyer acquired (the "Acquisition") all of the outstanding shares of stock of 2WR of Georgia, Inc. and certain assets of other subsidiaries of the Company relating to those entities' business of providing commercial, industrial and municipal architectural and construction administration services for projects not involving controlled environment agriculture ("CEA"), with such CEA business being retained by the Company. The purchase price paid by the Buyer for the Acquisition consisted of $2.0 million in cash, offset by a previous deposit of $500,000 and by any assumed indebtedness. The Purchase Agreement includes non-competition and non-solicitation restrictions applicable to the Seller Parties and customary representations and warranties and covenants of the parties. Subject to certain limitations, (i) the Seller Parties will indemnify the Buyer and its affiliates and representatives against certain losses related to, among other things, breaches of the Seller Parties' representations, warranties or covenants, any liabilities other than those assumed by the Buyer under the Purchase Agreement, assets excluded from the Acquisition, pre-closing taxes, operation of the CEA business and pre-closing employment matters, and (ii) the Buyer will indemnify the Seller Parties and their respective affiliates and representatives against certain losses related to breaches of the Buyer's representations, warranties or covenants, and any losses related to any asset acquired by the Buyer or any liability assumed by the Buyer under the Purchase Agreement. The Purchase Agreement has been included as an exhibit hereto to provide investors with information regarding its terms and

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: September 2, 2025 By: /s/ Bradley Nattrass Bradley Nattrass Chairperson of the Board of Directors and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR