urban-gro, Inc. 8-K

What Happened urban-gro, Inc. filed an 8‑K (Feb 10, 2026) reporting that on February 4, 2026 it entered an equity purchase agreement (an ELOC-style facility) with Hudson Global Ventures, LLC that gives the company the right to sell up to $25,000,000 of common stock over ~24 months at its discretion. As consideration the company issued a warrant to purchase 55,556 shares (exercise price $12.50, adjusted for a 1-for-25 reverse split effected Feb 9, 2026) and agreed to pay up to $20,000 of the investor’s legal fees. The company also entered a short-term Loan Agreement (effective Feb 3, 2026) with Agile Lending affiliates providing a $105,000 term loan (includes a $5,000 administrative fee) due in 28 weeks; the loan is secured, evidenced by a promissory note, and will be used primarily for vendor payments tied to Nasdaq compliance.

Key Details

• Equity facility: up to $25,000,000 of common stock purchases available to urban-gro over ~24 months at the company’s direction (Investor may not force purchases).
• Purchase mechanics: each sale must be at least $25,000 and not exceed the lesser of $2,000,000 or 200% of 3‑day average daily trading volume; investor pays the lesser of (a) 90% of the average of the three lowest traded prices in the prior 10 trading days or (b) 90% of the lowest traded price from Put Notice through three trading days after clearing.
• Warrant & approvals: company issued a warrant for 55,556 shares (5‑year term); stockholder approval is required to issue more than 136,845 shares under the agreement; 200,000 shares have been reserved with the transfer agent for potential issuance.
• Loan terms: $105,000 term loan, 28‑week maturity, $5,000 admin fee added to loan, prepayment requires payment of interest through maturity (with a discounted fee if prepaid within 90 days), loan secured and subject to increased interest (+5%) on certain defaults.

Why It Matters This filing gives investors two funding developments: an equity purchase facility that can provide significant capital quickly but is dilutive when used (sales priced at a discount to market and accompanied by a warrant), and a small secured short‑term loan to cover near‑term working capital and vendor obligations tied to Nasdaq compliance. The actual dilution and proceeds depend on how often and at what prices the company elects to draw from the equity facility; stockholder approval limits issuance beyond a specified share amount. The loan is modest in size but includes security and default provisions investors should note.