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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): June 3, 2026

 

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, including 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:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  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. ☐

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 3, 2026, urban-gro, Inc. (the “Company”) held its previously announced Special Meeting of Stockholders (the “Special Meeting”). However, the Company did not achieve a quorum and therefore was unable to transact business at the meeting virtually via live webcast at www.virtualshareholdermeeting.com/UGRO2026SM. During the period of adjournment, the Company expects the original proxy materials to continue to be delivered to stockholders who have not yet received them, and the Company will continue to solicit proxies and stockholder votes in advance of the adjourned Special Meeting. The record date for the determination of stockholders of the Company entitled to vote at the adjourned Special Meeting remains the close of business on May 6, 2026.

 

Pursuant to the Company’s bylaws, whether or not there is such a quorum at any meeting, the presiding officer of the meeting may adjourn the meeting from time to time without notice other than announcement at the meeting. Accordingly, the Special Meeting was adjourned to June 12, 2026, at 10:00 AM EST.

 

At the adjourned Special Meeting on June 12, 2026, stockholders will be deemed to be present in person and vote at such adjourned meeting in the same manner as disclosed in the definitive proxy statement the Company filed with the Securities and Exchange Commission on May 14, 2026. Valid proxies submitted prior to the reconvened Special Meeting will continue to be valid for the upcoming reconvened Special Meeting, unless properly changed or revoked prior to votes being taken at such reconvened Special Meeting.

 

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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.

 

Date: June 3, 2026 URBAN-GRO, INC.
     
  By: /s/ Bradley Nattrass
    Name: Bradley Nattrass
    Title: Chairman and Chief Executive Officer

 

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