urban-gro, Inc. 8-K

What Happened

• urban-gro, Inc. filed an 8-K on January 8, 2026 reporting that Nasdaq has identified multiple continued-listing deficiencies and may consider delisting the Company’s securities. Nasdaq previously allowed the Company to remain listed conditionally after an October 14, 2025 hearing, but the Company failed to meet several compliance deadlines and received an additional deficiency notice on January 6, 2026.
• Key compliance issues cited include: a bid price below $1.00 for 30 consecutive business days (Nasdaq Rule 5550(a)(2)), delayed SEC filings (Forms 10‑K for 2024 and Forms 10‑Q for Q1–Q3 2025 under Rule 5250(c)(1)), stockholders’ equity below the $2.5 million minimum (Rule 5550(b)(1)), and failure to hold an annual meeting within 12 months of fiscal year end (Rule 5620(a)). Nasdaq had set prior cure deadlines of December 31, 2025 (timely filings and equity) and January 28, 2026 (bid price). The Company intends to submit a written response (requested by Nasdaq by January 9, 2026) and has requested further extensions, but there is no assurance compliance will be regained.

Key Details

• Nasdaq conditional relief originally granted Oct 30, 2025; deadlines to regain compliance were Dec 31, 2025 (filings & equity) and Jan 28, 2026 (bid price).
• Stockholders’ equity minimum required: $2.5 million (Rule 5550(b)(1)).
• Bid price deficiency: common stock below $1.00 for 30 consecutive business days (Rule 5550(a)(2)).
• Additional deficiency: failure to hold annual meeting within 12 months (Notice received Jan 6, 2026; Company asked to respond by Jan 9, 2026).

Why It Matters

• For investors, these notices mean the Company’s Nasdaq listing is at risk. Delisting would likely reduce liquidity (harder to buy/sell shares), could lower the stock price materially, and may make it harder for urban-gro to raise capital.
• Delisting or ongoing non-compliance could also trigger defaults or termination rights under existing agreements (the filing cites a binding LOI with Flash Sports & Media, Inc.), which the Company says could have a material adverse effect on its business or even lead to ceasing operations.
• The Company noted these are forward-looking situations and there is no assurance it will regain compliance or that Nasdaq will grant extensions. Investors should monitor further filings and Nasdaq decisions for updates.