Urban-Gro Faces Nasdaq Delisting Warning

TL;DR

Nasdaq says ugro's stock price is too low, they have 6 months to fix it or get booted.

AI Summary

Urban-Gro, Inc. announced on August 20, 2024, that it received a notice from the Nasdaq Stock Market indicating a failure to meet the minimum bid price requirement. The company has 180 days, until February 16, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 per share.

Why It Matters

This notice signals potential delisting from Nasdaq, which could negatively impact the company's stock liquidity and investor confidence.

Risk Assessment

Risk Level: medium — The company is at risk of delisting from Nasdaq if it cannot meet the minimum bid price requirement within the specified timeframe.

Key Numbers

• 180 days — Compliance Period (Timeframe to regain minimum bid price)
• $1.00 — Minimum Bid Price (Requirement for continued Nasdaq listing)

Key Players & Entities

• Urban-Gro, Inc. (company) — Registrant
• Nasdaq Stock Market (company) — Listing Exchange
• February 16, 2025 (date) — Compliance Deadline
• $1.00 (dollar_amount) — Minimum Bid Price Requirement

FAQ

Key Financial Figures

• $0.001 — ich Registered Common stock, par value $0.001 per share UGRO The Nasdaq Stock Market

Filing Documents

• ugro-20240820.htm (8-K) — 35KB
• ex991nasdaqdelinquencylett.htm (EX-99.1) — 11KB
• image_0.jpg (GRAPHIC) — 4KB
• 0001706524-24-000070.txt ( ) — 181KB
• ugro-20240820.xsd (EX-101.SCH) — 2KB
• ugro-20240820_lab.xml (EX-101.LAB) — 22KB
• ugro-20240820_pre.xml (EX-101.PRE) — 13KB
• ugro-20240820_htm.xml (XML) — 3KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 20, 2024, urban-gro, Inc. (the "Company") received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the "Form 10-Q"), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. As disclosed in the Current Report on Form 8-K filed by the Company on August 14, 2024, the Company's audit committee, in consultation with the Company's independent public accounting firm, concluded that, as a result of inadvertent errors in the accounting for deferred tax liabilities associated with historical share-purchase acquisitions made by the Company, it is appropriate to restate the Company's previously issued financial statements as of and for the fiscal years ended December 31, 2022 and December 31, 2023 and condensed consolidated interim financial statements as of and for the fiscal periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, September 30, 2023, and March 31, 2024 in a comprehensive amended Annual Report on Form 10-K (the "Amended Form 10-K") for the fiscal year ended December 31, 2023 with expanded financial information and other disclosures in lieu of filing separate amended annual and quarterly reports for the affected periods during the fiscal years ended December 31, 2022 and December 31, 2023 and in an amended Quarterly Report on Form 10-Q for the three months ended March 31, 2024 (the "Amended Form 10-Q"). Given the scope of the process for preparing the Amended Form 10-K and Amended Form 10-Q, the Company was unable to complete and file the Form 10-Q by the required due date of Augu

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 23, 2024, the Company issued a press release disclosing the receipt of the Notice referenced above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, unless specifically identified as being incorporated therein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 99.1 Press R e l e a s e D a t e d A u g u s t 2 3 , 2 0 2 4 104 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: August 23, 2024 By: /s/ Bradley Nattrass Bradley Nattrass Chairperson of the Board of Directors and Chief Executive Officer