urban-gro, Inc. 8-K

What Happened

• urban-gro, Inc. announced it entered into Purchase and Subscription Agreements on January 23 and January 28, 2026, with certain accredited investors.
• Under those agreements the company agreed to sell an aggregate of 2,000,000 unregistered shares of common stock at $0.10 per share, for total gross proceeds of $200,000. Closings are expected within two business days after each agreement, subject to customary conditions.

Key Details

• Number of shares: 2,000,000 common shares
• Price per share: $0.10; aggregate gross proceeds: $200,000
• Dates of agreements: January 23, 2026 and January 28, 2026
• Investors: accredited investors; the agreements include customary representations, covenants and a registration-rights covenant tied to any future registration of the company's common stock

Why It Matters

• This is a small private placement that provides urban-gro with $200,000 in immediate cash; it also increases the number of outstanding shares by 2,000,000, which may dilute existing holders.
• The shares were issued in an unregistered transaction to accredited investors, but the investors received limited registration rights if the company later files a registration statement covering sales of its common stock.