Urban-Gro Faces Nasdaq Delisting Notice

Ticker: UGRO · Form: 8-K · Filed: 2024-11-27T00:00:00.000Z

Sentiment: bearish

Topics: delisting, compliance, nasdaq

Related Tickers: URGN

TL;DR

URGN might get kicked off Nasdaq - big trouble.

AI Summary

Urban-Gro, Inc. filed an 8-K on November 21, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company is facing potential delisting from the Nasdaq Stock Market due to not meeting certain continued listing standards. This filing also includes a Regulation FD disclosure and financial statements.

Why It Matters

This filing indicates potential delisting from the Nasdaq, which could significantly impact the company's stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company has received a notice of delisting or failure to satisfy continued listing rules, indicating a significant risk to its stock market status.

Key Players & Entities

FAQ

What specific continued listing rule has Urban-Gro, Inc. failed to satisfy?

The filing states "Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard" but does not specify the exact rule in the provided text.

What is the potential consequence of failing to meet Nasdaq's continued listing standards?

The consequence is a notice of delisting or failure to satisfy a continued listing rule, which could lead to the company's securities being removed from the Nasdaq Stock Market.

When was the earliest event reported in this 8-K filing?

The earliest event reported is dated November 21, 2024.

What other information is included in this 8-K filing besides the delisting notice?

The filing also includes a Regulation FD Disclosure and Financial Statements and Exhibits.

What is the company's principal executive office address?

The principal executive offices are located at 1751 Panorama Point, Unit G, Lafayette, Colorado 80026.

Filing Stats: 977 words · 4 min read · ~3 pages · Grade level 13.3 · Accepted 2024-11-27 16:20:55

Key Financial Figures

Filing Documents

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 November 21, 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 September 30, 2024 (the "Form 10-Q"), the Company continues to not be 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 d

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 27, 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 Release Dated November 2 7 , 2024 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: November 27, 2024 By: /s/ Bradley Nattrass Bradley Nattrass Chairperson of the Board of Directors and Chief Executive Officer

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