urban-gro, Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: UGRO · Form: 8-K · Filed: Oct 14, 2025 · CIK: 1706524
| Field | Detail |
|---|---|
| Company | Urban-Gro, Inc. (UGRO) |
| Form Type | 8-K |
| Filed Date | Oct 14, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.001, $200,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, financials
TL;DR
URBAN-GRO filed an 8-K on 10/14/25 for a material agreement and equity sales. Watch for details.
AI Summary
On October 14, 2025, urban-gro, Inc. filed an 8-K report detailing a material definitive agreement and unregistered sales of equity securities. The filing also included financial statements and exhibits, indicating ongoing business activities and potential equity transactions for the company.
Why It Matters
This filing signals significant corporate actions by urban-gro, Inc., including a new material agreement and the issuance of equity, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material agreements and unregistered equity sales, which can introduce financial and operational risks.
Key Players & Entities
- urban-gro, Inc. (company) — Registrant
- October 14, 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
What is the nature of the material definitive agreement filed by urban-gro, Inc.?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.
What type of equity securities were sold unregistered by urban-gro, Inc.?
The filing mentions unregistered sales of equity securities, but the specific type and amount are not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported is dated October 14, 2025.
Where are urban-gro, Inc.'s principal executive offices located?
The principal executive offices of urban-gro, Inc. are located at 1751 Panorama Point, Unit G, Lafayette, Colorado 80026.
What is the Commission File Number for urban-gro, Inc.?
The Commission File Number for urban-gro, Inc. is 001-39933.
Filing Stats: 1,024 words · 4 min read · ~3 pages · Grade level 12.3 · Accepted 2025-10-14 08:00:25
Key Financial Figures
- $0.001 — ch registered Common stock, par value $0.001 per share UGRO The Nasdaq Stock Mar
- $200,000 — ll pay to the Company a cash deposit of $200,000 within fifteen days of its execution.
Filing Documents
- ea0261074-8k_urban.htm (8-K) — 30KB
- ea026107401ex10-1_urban.htm (EX-10.1) — 32KB
- 0001213900-25-098387.txt ( ) — 233KB
- ugro-20251014.xsd (EX-101.SCH) — 3KB
- ugro-20251014_lab.xml (EX-101.LAB) — 33KB
- ugro-20251014_pre.xml (EX-101.PRE) — 22KB
- ea0261074-8k_urban_htm.xml (XML) — 4KB
01
Item 1.01 Entry into a Material Definitive Agreement. On October 14, 2025, urban-gro, Inc. (the "Company") entered into a binding letter of intent (the "LOI") with Flash Sports & Media, Inc. ("Flash") regarding a proposed transaction pursuant to which the parties intend to merge Flash with and into a newly formed wholly-owned subsidiary of the Company, which would then merge with and into a second wholly-owned subsidiary of the Company (collectively, the "Merger"). Pursuant to the LOI, the parties have agreed, subject to satisfaction of certain conditions, to negotiate and execute a definitive merger agreement in accordance with the terms set forth in the LOI. The LOI provides that Flash will pay to the Company a cash deposit of $200,000 within fifteen days of its execution. In connection with the Merger, the stockholders of Flash would receive (i) unregistered shares of the Company's common stock, par value $0.001 per share ("Common Stock") equal to 19.99% of the outstanding shares of Common Stock as of immediately prior to the Merger, and (ii) unregistered shares of a newly-created series of non-voting preferred stock that would be economically equivalent to Common Stock (the "Preferred Stock") and would automatically convert into Common Stock upon receipt of approval by the Company's stockholders. The LOI contemplates that the former stockholders of Flash would own approximately 90% of the Company following the Merger, assuming full conversion of the Preferred Stock. Upon closing of the Merger, the Company would change its name to Flash Sports & Media Holdings, Inc. or a similar name. The Company would be required to obtain approval of its stockholders for conversion of the Preferred Stock as soon as reasonably practicable following the Merger. The LOI provides that following the Merger, the board of directors (the "Board") of the Company would be reconstituted such that four members of the Board would be designated by the Board prior to the Merger and one me
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 10.1 Binding Letter of Intent, dated as of October 14, 2025, by and between urban-gro, Inc. and Flash Sports & Media, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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 14, 2025 By: /s/ Bradley Nattrass Name: Bradley Nattrass Title: Chairman and Chief Executive Officer 2