urban-gro, Inc. 8-K

What Happened
urban-gro, Inc. filed an 8-K on January 20, 2026 reporting that Nasdaq has notified the company of multiple listing deficiencies and granted extensions to regain compliance. Nasdaq cited non-compliance with the bid-price rule, timely SEC filing requirements, minimum stockholders’ equity, and failure to hold an annual meeting. The Nasdaq Hearings Panel extended the deadlines to February 17, 2026 for the equity, annual meeting and timely filing requirements, and to February 24, 2026 for the bid-price requirement. Prior notices began with a determination letter dated August 28, 2025 and related hearings and letters through January 13, 2026.

Key Details

• Nasdaq rules cited: Rule 5550(a)(2) (bid price under $1.00 for 30 consecutive business days), Rule 5250(c)(1) (timely SEC filings), Rule 5550(b)(1) (minimum stockholders’ equity), and Rule 5620(a) (annual meeting).
• Stockholders’ equity minimum required by Nasdaq: $2.5 million.
• Deadlines granted by the Panel: regain equity, annual meeting and timely filing compliance by Feb 17, 2026; regain bid-price compliance by Feb 24, 2026.
• Missing or late filings include the Form 10-K for year ended Dec 31, 2024 and Form 10-Qs for March 31, June 30 and Sept 30, 2025; company previously had a hearing on Oct 14, 2025 and a conditional continuance on Oct 30, 2025.

Why It Matters
If urban-gro fails to meet these Nasdaq requirements, its common stock could be delisted, which would likely reduce liquidity, make buying and selling shares harder, and could materially depress the stock price. Delisting could also hinder the company’s ability to raise capital and might trigger defaults or termination rights under existing agreements (the filing cites a binding letter of intent with Flash Sports & Media, Inc.), potentially causing significant business harm up to cessation of operations. The company warns there is no assurance it will regain compliance and notes these statements are forward-looking.