Urban-Gro, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

URGN filed an 8-K for a material agreement and equity sales on 9/26/25.

AI Summary

Urban-Gro, Inc. announced on September 26, 2025, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The specific details of the agreement and the equity sales were not disclosed in this filing.

Why It Matters

This filing indicates significant corporate activity for Urban-Gro, Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Urban-Gro, Inc. (company) — Registrant
• September 26, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39933 (identifier) — Commission File Number
• 46-5158469 (identifier) — IRS Employer Identification No.
• 1751 Panorama Point, Unit G Lafayette, Colorado 80026 (address) — Principal executive offices
• 720-390-3880 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share UGRO The Nasdaq Stock Mar
• $10,000,000 — ne of credit in an amount not to exceed $10,000,000. Also as previously disclosed, on July
• $450,000 — collateral under the Line of Credit for $450,000. On August 29, 2025, the Lender commen
• $1,486,189 — to which the Lender claimed it was owed $1,486,189 (the "Claim Amount"). On September 26,

Filing Documents

• ea0259797-8k_urban.htm (8-K) — 29KB
• ea025979701ex10-1_urban.htm (EX-10.1) — 80KB
• 0001213900-25-095792.txt ( ) — 292KB
• ugro-20250926.xsd (EX-101.SCH) — 3KB
• ugro-20250926_lab.xml (EX-101.LAB) — 33KB
• ugro-20250926_pre.xml (EX-101.PRE) — 22KB
• ea0259797-8k_urban_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on December 13, 2023, UG Construction, Inc. d/b/a Emerald Construction Management, Inc. ("UG Construction"), a wholly owned subsidiary of urban-gro, Inc. (the "Company"), entered into an asset based revolving Loan Agreement (the "Line of Credit") with Gemini Finance Corp. ("Lender"), pursuant to which Lender extended to UG Construction a secured line of credit in an amount not to exceed $10,000,000. Also as previously disclosed, on July 31, 2025, the Lender issued a notice of default to UG Construction claiming that UG Construction was in default under the Line of Credit, and on August 21, 2025, the Company received a notification from the Lender stating that the Lender would proceed with a foreclosure and private sale of substantially all of the assets of UG Construction in an Article 9 sale process, pursuant to Section 9601 et seq. of the California Commercial Code (the "Asset Sale"). The Asset Sale occurred on September 4, 2025, at which the Lender acquired the assets constituting the collateral under the Line of Credit for $450,000. On August 29, 2025, the Lender commenced a lawsuit captioned Gemini Finance Corp. v. UG Construction, Inc. et al. , case number 25CV2259 W SBC, in the U.S. District Court for the Southern District of California, which lawsuit (the "Lawsuit") included the Company and certain of its officers as defendants and pursuant to which the Lender claimed it was owed $1,486,189 (the "Claim Amount"). On September 26, 2025, the Company entered into a Settlement and Mutual General Release (the "Settlement Agreement") with the Lender. Pursuant to the terms of the Settlement Agreement, among other things, the Company agreed to file a joint motion requesting an expedited fairness hearing under Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"), which motion was filed on September 30, 2025. Following such fairness hearing, and subject to th

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 10.1 Settlement Agreement and Mutual General Release, dated September 26, 2025, by and among urban-gro, Inc., UG Construction, Inc., Gemini Finance Corp., and the other parties thereto . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. URBAN-GRO, INC. Date: October 2, 2025 By: /s/ Bradley Nattrass Name: Bradley Nattrass Title: Chairman and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR