urban-gro, Inc. 8-K/A

What Happened

• urban-gro, Inc. (UGRO) filed an 8-K reporting that on January 23 and January 28, 2026 it entered into Purchase and Subscription Agreements with certain accredited investors to issue shares of common stock. The company had previously said the shares were priced at $0.10 per share for aggregate gross proceeds of $200,000. The 8-K clarifies the company issued an aggregate of 1,000,000 shares of common stock, which, after the company’s reverse stock split, equal 40,000 shares on a post-split basis. The company also confirms no additional shares or other equity securities will be issued under those Subscription Agreements.

Key Details

• Dates of agreements: January 23, 2026 and January 28, 2026.
• Price previously disclosed: $0.10 per share and aggregate gross proceeds stated as $200,000.
• Shares issued: 1,000,000 pre-split shares, equal to 40,000 post-split shares.
• Other terms: Subscription Agreements include customary representations, warranties and covenants and grant the investors registration rights if the company files a future registration statement for its common stock. A form of the agreement was previously filed as Exhibit 10.1 and is incorporated by reference.

Why It Matters

• This filing documents a capital-raising transaction and clarifies the exact number of shares issued after the company’s reverse split — details investors need to assess share count and dilution.
• The filing reiterates the stated purchase price and proceeds but does not reconcile the math between the disclosed $200,000 proceeds and the 1,000,000 shares issued (at $0.10 per share, 1,000,000 shares would equal $100,000). Investors should review the company’s other filings and disclosures for any reconciliation or additional context.
• The registration rights may affect future public resale of these shares if urban-gro files a registration statement.