urban-gro, Inc. Reports Unregistered Equity Sales
Ticker: UGRO · Form: 8-K · Filed: 2025-02-05T00:00:00.000Z
Sentiment: neutral
Topics: equity-sale, unregistered-securities, capital-raise
Related Tickers: URBN
TL;DR
URBN sold unregistered equity, watch for dilution.
AI Summary
On January 31, 2025, urban-gro, Inc. reported unregistered sales of equity securities. The company filed an 8-K form detailing these transactions, which also included information on other events and financial statements/exhibits.
Why It Matters
This filing indicates potential dilution for existing shareholders due to the issuance of new equity without a prior public offering.
Risk Assessment
Risk Level: medium — Unregistered sales can signal financial distress or a need for capital, potentially leading to share dilution.
Key Numbers
- 001-39933 — SEC File Number (Identifies the company's filings with the SEC.)
- 46-5158469 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- urban-gro, Inc. (company) — Registrant
- January 31, 2025 (date) — Date of earliest event reported
- 0001706524-25-000004 (filing_id) — Accession Number
- LAFAYETTE (location) — City of principal executive offices
- CO (location) — State of principal executive offices
FAQ
What type of equity securities were sold?
The filing states 'Unregistered Sales of Equity Securities' but does not specify the exact type of securities in the provided text.
Were these sales part of a private placement?
The term 'Unregistered Sales of Equity Securities' implies they were not registered with the SEC, which is typical for private placements or other exempt offerings.
What is the total dollar amount of the unregistered sales?
The provided text does not specify the dollar amount of the unregistered equity securities sold.
When did the earliest event reported in this 8-K occur?
The earliest event reported is dated January 31, 2025.
What is urban-gro, Inc.'s principal business address?
The principal executive offices are located at 1751 Panorama Point, Unit G, Lafayette, Colorado 80026.
From the Filing
0001706524-25-000004.txt : 20250205 0001706524-25-000004.hdr.sgml : 20250205 20250205164602 ACCESSION NUMBER: 0001706524-25-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20250131 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250205 DATE AS OF CHANGE: 20250205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: urban-gro, Inc. CENTRAL INDEX KEY: 0001706524 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 465158469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39933 FILM NUMBER: 25593998 BUSINESS ADDRESS: STREET 1: 1751 PANORAMA PT STREET 2: UNIT G CITY: LAFAYETTE STATE: CO ZIP: 80026 BUSINESS PHONE: 720-390-3880 MAIL ADDRESS: STREET 1: 1751 PANORAMA PT STREET 2: UNIT G CITY: LAFAYETTE STATE: CO ZIP: 80026 8-K 1 ugro-20250131.htm 8-K ugro-20250131 false 0001706524 0001706524 2024-06-26 2024-06-26 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1751 Panorama Point , Unit G Lafayette , Colorado 80026 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (720) 390-3880 Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common stock, par value $0.001 per share UGRO The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 8.01 of this Current Report on Form 8-K regarding the Warrant is incorporated herein by reference into this Item 3.02. The Warrant and the shares of common stock underlying the Warrant (collectively, the “ Securities ”) were, and will be, offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”) in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Pullar is an “accredited investor,” as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not be registered under the Securities Act and the