urban-gro, Inc. 8-K

What Happened

• urban-gro, Inc. (UGRO) filed a Form 8-K reporting that it amended its Certificate of Incorporation to implement a 1-for-25 reverse stock split of its common stock, effective 12:01 a.m. Eastern Time on February 9, 2026. The Certificate of Amendment was approved by stockholders at the Company’s 2025 Annual Meeting on January 30, 2026 and filed with the Delaware Secretary of State on February 4, 2026.
• The reverse split is intended to increase the per-share trading price to help the Company regain compliance with the Nasdaq Capital Market minimum bid-price requirement. The Company expects reverse-split-adjusted shares to begin trading on Nasdaq at the open on February 9, 2026 under the same ticker, “UGRO,” with a new CUSIP 91704K301. A press release dated February 5, 2026 was furnished as Exhibit 99.1.

Key Details

• Reverse split ratio: 1-for-25 (each 25 pre-split shares become 1 post-split share).
• Effective date/time: 12:01 a.m. ET on February 9, 2026; trading expected to resume at market open Feb 9.
• Fractional shares: No fractional shares will be issued; holders of fractional interests will receive cash equal to the fraction multiplied by the closing price on Nasdaq on February 6, 2026 (adjusted for the split).
• Corporate effects: The split reduces outstanding shares but does not change total authorized shares or par value; proportional adjustments will be made to outstanding options, warrants, exercise/conversion prices and shares reserved under the equity incentive plan.

Why It Matters

• For investors, the reverse split changes share count and the per-share price but does not alter the company’s underlying market value or authorized share count. It is a procedural step aimed at meeting Nasdaq’s minimum bid-price requirement; the filing explicitly notes there is no assurance the split will achieve or sustain compliance.
• The split can affect liquidity, trading volatility, and the appearance of per-share metrics (e.g., EPS on a per-share basis), and will trigger contract and option/warrant adjustments described in the filing. Holders of fractional shares will be cashed out based on the Feb 6, 2026 closing price per the filing.