UGRO / urban-gro, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

urban-gro, Inc.
US ˙ NasdaqCM ˙ US91704K2024

Mga Batayang Estadistika
LEI 875500E2RDVCV5RN8835
CIK 1706524
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to urban-gro, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 2, 2025 EX-2.1

STOCK AND ASSET PURCHASE AGREEMENT

Exhibit 2.1 STOCK AND ASSET PURCHASE AGREEMENT This Stock and Asset Purchase Agreement (this “Agreement”) is made and entered into effective as of August 27, 2025, by and among (i) 2WR Holdco, LLC, a Delaware limited liability company (“Buyer”), (ii) 2WR of Georgia, Inc., a Georgia corporation (“2WR of GA”), (iii) urban-gro Architect Holdings, LLC, a Delaware limited liability company (“Parent”),

September 2, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 URBAN-GRO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

August 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 URBAN-GRO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

August 22, 2025 EX-99.1

urban-gro, Inc. Receives Nasdaq Delisting Determination; Announces Comprehensive Review of Strategic Alternatives and Provides Corporate Update

Exhibit 99.1 urban-gro, Inc. Receives Nasdaq Delisting Determination; Announces Comprehensive Review of Strategic Alternatives and Provides Corporate Update LAFAYETTE, Colo., August 22, 2025 - urban-gro, Inc. (NASDAQ:UGRO) (“urban-gro” or the “Company”), an integrated professional services and design-build firm, today announced that it received a determination letter (the “Determination”) from The

August 14, 2025 EX-99.1

urban-gro, Inc. Enters into Non-Binding Letter of Intent for Sale of 2WR Subsidiary

Exhibit 99.1 urban-gro, Inc. Enters into Non-Binding Letter of Intent for Sale of 2WR Subsidiary LAFAYETTE, Colo., August 14, 2025 - urban-gro, Inc. (NASDAQ:UGRO) (“urban-gro” or the “Company”), an integrated professional services and Design-Build firm offering solutions to multiple sectors, today announced that the Company has entered into a non-binding letter of intent with CM Capital Management

August 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 URBAN-GRO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Nu

August 13, 2025 EX-4.1

PROMISSORY NOTE

Exhibit 4.1 urban-gro Promissory Note Page 1 of 9 PROMISSORY NOTE $395,556.00 Denver, CO August 8, 2025 FOR VALUE RECEIVED, urban-gro, Inc. (the “Borrower”) promises to pay in lawful money of the United States to the order of J Brrothers LLC (“Lender”) on or before the eight month anniversary of the date above, an amount not to exceed the principal sum of THREE HUNDRED NINETY-FIVE THOUSAND FIFTY-F

August 13, 2025 EX-10.1

SETTLEMENT AND RELEASE AGREEMENT

Exhibit 10.1 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (“Agreement”) is made and entered into by and between urban-gro, Inc. (“urban-gro”), a Delaware corporation, and J Brrothers LLC (“J Brothers”), Arizona limited liability company, in its individual capacity and as manager for Herb-a-More LLC (“Herb-a-More”), a New Jersey limited liability company, as of August 08 2

August 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 URBAN-GRO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Num

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 URBAN-GRO, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Numb

July 2, 2025 EX-10.1

BUSINESS LOAN AND SECURITY AGREEMENT

Exhibit 10.1 BUSINESS LOAN AND SECURITY AGREEMENT THIS BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of June 24, 2025(the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Ag

July 2, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numb

July 2, 2025 EX-10.2

CONFESSED JUDGMENT SECURED PROMISSORY NOTE

Exhibit 10.2 CONFESSED JUDGMENT SECURED PROMISSORY NOTE IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. CONFESSED JUDGMENT SECURED PROMISSORY NOTE $1,050,000.00 Dated: June 24, 2025 FOR VALUE RECEIVED, the undersi

May 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 URBAN-GRO, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numbe

May 23, 2025 EX-99.1

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) LAFAYETTE, Colo., May 23, 2025 – urban-gro, Inc. (NASDAQ: UGRO) ("urban-gro" or the "Company"), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and other commercial sectors, today announced that the Company received a notice (the

April 18, 2025 EX-99.1

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) LAFAYETTE, Colo., April 18, 2025 – urban-gro, Inc. (NASDAQ: UGRO) ("urban-gro" or the "Company"), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and other commercial sectors, today announced that the Company received a notice (t

April 18, 2025 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39933 FORM 12b-25 CUSIP Number 91704K202 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran

March 21, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

March 21, 2025 EX-10.1

FIRST AMENDMENT TO LOAN DOCUMENTS AND WAIVER

FIRST AMENDMENT TO LOAN DOCUMENTS AND WAIVER THIS FIRST AMENDMENT TO LOAN DOCUMENTS AND WAIVER (“Amendment”) is dated as of March 18, 2025, and is effective as of March 1, 2025 (the “Effective Date”), and is by and between GEMINI FINANCE CORP.

February 28, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

February 28, 2025 EX-99.1

urban-gro Secures $4M Contract as Lead Design Firm for Medical Center

urban-gro Secures $4M Contract as Lead Design Firm for Medical Center LAFAYETTE, Colo.

February 25, 2025 EX-99.1

urban-gro, Inc. Signs $6 Million LED Lighting Equipment Contract

urban-gro, Inc. Signs $6 Million LED Lighting Equipment Contract LAFAYETTE, Colo. February 25, 2025 — urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and commercial sectors, today announced the signing of an LED lighting equipment contract with a leading nor

February 25, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

February 19, 2025 EX-10.1

Consulting and Transition Agreement of Richard Akright, February 18, 2025

urban-gro, Inc. CONSULTING AND TRANSITION AGREEMENT THIS CONSULTING AND TRANSITION AGREEMENT (this “Agreement”), dated as of February 18, 2025, by and among urban-gro, Inc., a Delaware corporation (the “urban-gro” or the “Company”), and Richard Akright, an individual (“Akright”). The Company and Akright may be referred to herein as a “Party” or collectively as the “Parties.” RECITALS Whereas, Akri

February 19, 2025 EX-10.2

Severance Agreement of Jason T. Archer, February 14, 2025

SEVERANCE AGREEMENT This Severance Agreement (“Agreement”) is made and entered into as of February 14, 2025, between urban-gro, Inc.

February 19, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

February 19, 2025 EX-99.1

Investor Presentation dated February 19, 2025

February 19, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION R

Fbacklog UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0

February 18, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT TO S

Fbacklog UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 URBAN-GRO,

February 18, 2025 EX-97.1

urban-gro, Inc. Clawback Policy

urban-gro, Inc. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the "Board") believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Board has therefore adopted this policy which pr

February 18, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PURSUANT

Fbacklog UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 URBAN

February 18, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39933 URBAN-GRO, INC. (Exact name of registra

February 6, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

February 6, 2025 EX-99.1

urban-gro, Inc. Signs $24 Million Construction Contract with Leading Midwest MSO

urban-gro, Inc. Signs $24 Million Construction Contract with Leading Midwest MSO LAFAYETTE, Colo. February 6, 2025 — urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and commercial sectors, today announced the signing of the construction phase of a significan

February 5, 2025 EX-4.1

Common Stock Purchase Warrant dated as of February 5, 2025

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

February 5, 2025 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

January 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 URBAN-GRO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

January 30, 2025 EX-99.1

urban-gro, Inc. Granted Extension by Nasdaq to Regain Compliance

urban-gro, Inc. Granted Extension by Nasdaq to Regain Compliance LAFAYETTE, Colo., January 29, 2025 – urban-gro, Inc. (NASDAQ: UGRO) ("urban-gro" or the "Company"), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and other commercial sectors, today announced that it has received an exception from the Listing Qualificati

November 27, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

November 27, 2024 EX-99.1

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) LAFAYETTE, Colo., November 27, 2024 – urban-gro, Inc. (NASDAQ: UGRO) ("urban-gro" or the "Company"), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and other commercial sectors, today announced that the Company received a notice

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39933 FORM 12b-25 CUSIP Number 91704K202 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

October 3, 2024 EX-99.1

urban-gro Signs Approximately $12 Million in New Cannabis Sector Contracts in the Third Quarter

urban-gro Signs Approximately $12 Million in New Cannabis Sector Contracts in the Third Quarter LAFAYETTE, Colo.

October 3, 2024 EX-10.2

Security Agreement, dated as of October 1, 2024, between urban-gro, Inc. and Grow Hill, LLC

SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 1, 2024 (this “Agreement”), is among urban-gro, Inc.

October 3, 2024 EX-10.1

Loan Agreement, dated as of October 1, 2024, between urban-gro, Inc. and Grow Hill, LLC

LOAN AGREEMENT LOAN AGREEMENT, dated as of October 1, 2024, by and between URBAN-GRO, INC.

October 3, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 URBAN-GRO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

October 3, 2024 EX-4.2

Common Stock Purchase Warrant dated as of October 1, 2024

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

October 3, 2024 EX-4.1

Secured Promissory Note dated as of October 1, 2024

SECURED PROMISSORY NOTE $2,100,000 Denver, CO October 1, 2024 FOR VALUE RECEIVED, urban-gro, Inc.

August 23, 2024 EX-99.1

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

urban-gro, Inc. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) LAFAYETTE, Colo., August 23, 2024 – urban-gro, Inc. (NASDAQ: UGRO) ("urban-gro" or the "Company"), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and other commercial sectors, today announced that the Company received a notice (

August 23, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 URBAN-GRO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39933 FORM 12b-25 CUSIP Number 91704K202 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transiti

August 14, 2024 EX-99.1

urban-gro, Inc. Announces Delayed 10-Q Filing and Restatement of Previously Issued Financial Statements Tied to Incorrect Accounting of Deferred Tax Liabilities Associated with Historical Acquisitions No Expected Material Impact on Revenue, Adjusted

urban-gro, Inc. Announces Delayed 10-Q Filing and Restatement of Previously Issued Financial Statements Tied to Incorrect Accounting of Deferred Tax Liabilities Associated with Historical Acquisitions No Expected Material Impact on Revenue, Adjusted EBITDA, or Cash Flows Expects Q2 2024 Revenue of $17.5 Million, a Sequential 13% Increase LAFAYETTE, Colo., August 14, 2024 – urban-gro, Inc. (NASDAQ:

August 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 URBAN-GRO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

June 26, 2024 EX-99.1

urban-gro Signs Approximately $12M in New Cannabis Sector Contracts in the Second Quarter

urban-gro Signs Approximately $12M in New Cannabis Sector Contracts in the Second Quarter LAFAYETTE, Colo.

June 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 URBAN-GRO, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numb

June 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2024 URBAN-GRO, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numb

June 20, 2024 EX-10.1

Omnibus Stock Incentive Plan

Exhibit 10.1 AMENDMENT NO. 2 TO URBAN-GRO, INC. 2021 OMNIBUS STOCK INCENTIVE PLAN WHEREAS, urban-gro, Inc. (the “Corporation”) maintains the urban-gro, Inc. 2021 Omnibus Stock Incentive Plan (the “Plan,” capitalized terms not defined in this Amendment shall have the meaning as defined in the Plan), which was previously adopted by the Board of Directors of the Corporation (the “Board”) on February

May 30, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numbe

May 30, 2024 EX-99.1

urban-gro, Inc. Announces the Appointment of Sadler, Gibb & Associates LLC as Audit Firm

urban-gro, Inc. Announces the Appointment of Sadler, Gibb & Associates LLC as Audit Firm LAFAYETTE, Colo., May 30, 2024 – urban-gro, Inc. (NASDAQ: UGRO) ("urban-gro" or the "Company"), an integrated professional services and Design-Build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and other commercial sectors, today announced the appointment of Sadler, Gibb & Associat

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 URBAN-GRO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Number

May 6, 2024 EX-16.1

Letter from BF Borgers CPA PC (furnished herein)

April 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT PURSUANT TO

Fbacklog UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 URBAN-GRO

April 30, 2024 EX-99.1

urban-gro, Inc. Reports First Quarter 2024 Financial Results and Reaffirms Full Year 2024 Guidance

Exhibit 99.1 urban-gro, Inc. Reports First Quarter 2024 Financial Results and Reaffirms Full Year 2024 Guidance •Revenue of $15.5 million, representing a sequential increase of 4% over $15.0 million •General and Administrative Expenses decreased $2.8 million to $4.3 million, as compared to $7.1 million in the prior year period, and decreased $1.2 million on a sequential basis as compared to the fo

April 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 URBAN-GRO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

April 25, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39933 URBAN-GRO, INC. (Exact name of registra

April 25, 2024 EX-97.1

urban-gro, Inc. Clawback Policy

urban-gro, Inc. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the "Board") believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Board has therefore adopted this policy which pr

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 25, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 28, 2024 EX-21.1

(incorporated by reference to Exhibit 21.1 to the Form 10-K

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Entity Name Jurisdiction of Formation urban-gro Canada Technologies, Inc. Canada urban-gro Europe B.V. Netherlands urban-gro Europe OPS B.V. Netherlands UGFS, LLC Colorado Impact Engineering, Inc. Colorado urban-gro Engineering, Inc. Colorado urban-gro Architect Holdings, LLC Colorado 2WR of Colorado, Inc. Colorado 2WR of Georgia, Inc. Georgia MJ12 Desig

March 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 or o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39933 URBAN-GRO, INC. (Exact name of registrant as specified in its cha

March 28, 2024 EX-4.1

Description of urban-gro, Inc.’s Common Stock.

EXHIBIT 4.1 DESCRIPTION OF THE URBAN-GRO, INC. SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions are summaries of the material terms of our certificate of incorporation and bylaws. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, the certificate of incorporation a

March 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 URBAN-GRO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

March 27, 2024 EX-99.1

urban-gro, Inc. Reports 2023 Financial Results and Provides Outlook on 2024 Performance Backlog of $110 million as of December 31, 2023, a sequential increase of $26 million 2024 outlook calls for strengthening revenues and positive Adjusted EBITDA C

Exhibit 99.1 urban-gro, Inc. Reports 2023 Financial Results and Provides Outlook on 2024 Performance Backlog of $110 million as of December 31, 2023, a sequential increase of $26 million 2024 outlook calls for strengthening revenues and positive Adjusted EBITDA Company to host conference call and webcast today, March 27, 2024 at 4:30 PM ET LAFAYETTE, Colo. Mar. 27, 2024 — urban-gro, Inc. (Nasdaq:

February 14, 2024 SC 13G/A

UGRO / urban-gro, Inc. / AdvisorShares Trust - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 schedule13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Urban-Gro Inc (Name of Issuer) common shares, $0.01 par value (Title of

January 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 URBAN-GRO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

January 2, 2024 EX-99.1

urban-gro, Inc. Secures Design-Build Contract Valued at Approximately $20 Million Dollars

Exhibit 99.1 urban-gro, Inc. Secures Design-Build Contract Valued at Approximately $20 Million Dollars LAFAYETTE, Colo., January 2, 2024 – urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services consulting firm, today announced that it has secured a design-build contract with an existing vertically integrated U.S.-based multi-state Cannabis cultivation an

December 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 URBAN-GRO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

December 18, 2023 EX-10.2

Promissory Note, dated December 12, 2023, with UG Construction as the maker and issued to Lender

Exhibit 10.2 SECURED PROMISSORY NOTE - REVOLVING Up to $10,000,000 San Diego, CA December 12, 2023 FOR VALUE RECEIVED, UG Construction, Inc. dba Emerald Construction Management, Inc. (the “Borrower”) promises to pay in lawful money of the United States to the order of Gemini Finance Corp. (“Lender”) on or before one hundred eighty (180) calendar days after each Draw Down Date (as defined below), e

December 18, 2023 EX-10.4

Form of Continuing Guaranty (incorporated by reference to Exhibit 10.4 to Form 8-K filed on December 18, 2023).

Exhibit 10.4 Continuing Guaranty Client: UG Construction, Inc. d/b/a Emerald Construction Management, Inc. 1751 Panorama Point, Unit G Lafayette, CO 80026 Guarantor(s): urban-gro, Inc. Date: December 12, 2023 This Continuing Guaranty is executed by the above-named guarantor(s) (jointly and severally, the “Guarantor”), as of the above date, in favor of GEMINI FINANCE CORP. (“Gemini”), whose address

December 18, 2023 EX-10.3

ecurity Agreement, dated as of December 12, 2023, between UG Construction and Lender

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 12, 2023 (this “Agreement”), is among UG Construction, Inc. dba Emerald Construction Management, Inc. (the “Debtor” or the “Company”) and Gemini Finance Corp. (“Secured Party”) as holder of that Promissory Note in the aggregate principal amount not to exceed $10,000,000 (the “Note”) executed and delivered by the Company

December 18, 2023 EX-99.1

urban-gro, Inc. Finalizes $10 Million Interest-Only Revolving Asset Based Lending Facility

Exhibit 99.1 urban-gro, Inc. Finalizes $10 Million Interest-Only Revolving Asset Based Lending Facility LAFAYETTE, Colo., December 18, 2023 – urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services and consulting firm, today announced that UG Construction, Inc. (“the Borrower”), the Company’s wholly-owned construction subsidiary, has finalized an interest

December 18, 2023 EX-10.1

Credit Agreement, dated as of December 12, 2023, between UG Construction and Lender (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2023).

Exhibit 10.1 LOAN AGREEMENT LOAN AGREEMENT, dated as of December 12, 2023 between UG Construction, inc. DBA EMERALD CONSTRUCTION MANAGEMENT, INC. , a Colorado corporation, (referred to herein as the “Borrower”), and GEMINI FINANCE CORP., a California corporation (the “Lender”). RECITALS The Borrower has requested that the Lender extend credit to the Borrower consisting of a term loan or series of

December 1, 2023 EX-99

urban-gro, Inc. Awarded $9.6 Million Industrial Design-Build Contract with Existing CPG Client

Exhibit 99.1 urban-gro, Inc. Awarded $9.6 Million Industrial Design-Build Contract with Existing CPG Client LAFAYETTE, Colo., November 30, 2023 – urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services and consulting firm, today announced that the Company was awarded a $9.6 million Design-Build contract. The Company anticipates that the bulk of this indus

December 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 URBAN-GRO, INC

November 9, 2023 EX-99.1

urban-gro, Inc. Reports Third Quarter 2023 Financial Results Demonstrating Sequential Improvement in Revenue, Backlog, and Adjusted EBITDA

Exhibit 99.1 urban-gro, Inc. Reports Third Quarter 2023 Financial Results Demonstrating Sequential Improvement in Revenue, Backlog, and Adjusted EBITDA •Revenue of $20.9 million, representing a 69% increase over $12.4 million in the prior year period and a sequential increase of 11% over $18.8 million •Net Loss of $3.4 million, representing an improvement of $5.3 million versus the prior year peri

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

September 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

September 26, 2023 EX-99.1

urban-gro, Inc. Awarded Contract for More Than $11 Million of Design-Build Services with Existing Client in the Hospitality & Recreation Sector

Exhibit 99.1 urban-gro, Inc. Awarded Contract for More Than $11 Million of Design-Build Services with Existing Client in the Hospitality & Recreation Sector LAFAYETTE, Colo., September 26, 2023 – urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services consulting firm, today announced that the Company was awarded a new contract with an existing client in t

September 1, 2023 EX-4.2

urban-gro, Inc. Bylaws, as amended.

ex42-urbanxgroincbylawsa BYLAWS OF URBAN-GRO, INC. A DELAWARE CORPORATION Effective as of October 29, 2020 TABLE OF CONTENTS Page ARTICLE I OFFICE AND RECORDS........................................................................................................ 1 Section 1.1 Delaware Office ...........................................................................................................

September 1, 2023 EX-FILING FEES

Calculation of Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) URBAN-GRO, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price per Unit(2) Maximum Aggregate Offering Price Fee Rate(3) Amount of Registration Fee urban-gro, Inc. 2021 Omnibus

September 1, 2023 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 URBAN-GRO, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 46-5158469 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 1751 Panorama Point, Unit G Lafayette, Colorado 80026 (Address of principal executive offic

August 31, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

August 31, 2023 EX-99.1

urban-gro, Inc. Announces Sale of Investment for Proceeds of $2.3 Million

Exhibit 99.1 urban-gro, Inc. Announces Sale of Investment for Proceeds of $2.3 Million LAFAYETTE, Colo., August 31, 2023 – urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services and design-build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and commercial sectors, today announced that the Company has entered into an agreement

August 14, 2023 EX-10.4

Settlement Agreement and Mutual Release by and among urban-gro, Inc., Crest Ventures, LLC, and Andrew Telsey (

crest-finalsettlementagr Page 1 of 6 SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is made this 11th day of August, 2023 (the “Effective Date”) by urban-gro, Inc.

August 14, 2023 EX-99.1

urban-gro, Inc. Reports Second Quarter 2023 Financial Results

Exhibit 99.1 urban-gro, Inc. Reports Second Quarter 2023 Financial Results •Revenue of $18.8 million, representing a sequential increase of 12% over $16.8 million, and a 16% increase over $16.3 million in the prior year period •Net Loss of $5.4 million and Adjusted EBITDA1 of negative $2.0 million, representing a sequential Adjusted EBITDA1 improvement of $1.4 million •Cash of $8.6 million, repres

August 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

August 14, 2023 EX-10.2

Amendment No. 1 to restricted stock unit grant notice (incorporated by reference to Exhibit 10.2 to Form 10-Q filed August 14, 2023).

Exhibit 10.2 URBAN-GRO, INC. 2021 OMNIBUS STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Participant Name: [ENTER PARTICIPANT'S NAME] Company: urban-gro, Inc., a Delaware corporation Notice: A summary of the terms of your grant of Restricted Stock Units (“RSU”) is set out in this notice (the “Grant Notice”) but subject always to the terms of the urban-gro, Inc. 2021 Omnibus Stock In

August 14, 2023 EX-10.3

Amendment No. 1 to form restricted stock unit award agreement (incorporated by reference to Exhibit 10.3 to Form 10-Q filed August 14, 2023).

Exhibit 10.3 URBAN-GRO, INC. Restricted Stock Unit Award Agreement Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (this “Award Agreement”), urban-gro, Inc. (the “Company”) has granted the Participant as identified in the Grant Notice the number of Restricted Stock Units indicated in the Grant Notice (the “RSUs”) under th

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 o TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 URBAN-GRO, INC. (Ex

June 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 URBAN-GRO, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numb

June 21, 2023 EX-10.1

urban-gro, Inc. 2021 Omnibus Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 21, 2023).

Exhibit 10.1 AMENDMENT NO. 1 TO URBAN-GRO, INC. 2021 OMNIBUS STOCK INCENTIVE PLAN WHEREAS, urban-gro, Inc. (the “Corporation”) maintains the urban-gro, Inc. 2021 Omnibus Stock Incentive Plan (the “Plan,” capitalized terms not defined in this Amendment shall have the meaning as defined in the Plan), which was previously adopted by the Board of Directors of the Corporation (the “Board”) on February

June 21, 2023 EX-3.2

Amendment No. 2 to Bylaws of urban-gro, Inc. (incorporated by reference to Exhibit 3.2 to Form 8-K filed June 21, 2023).

Exhibit 3.2 AMENDMENT NO. 2 TO THE BYLAWS OF URBAN-GRO, INC. WHEREAS, the board of directors (the "Board") of urban-gro, Inc. (the "Corporation") has determined that it is in the best interests of the Corporation to amend the bylaws of the Corporation (the "Bylaws"), subject to stockholder approval, to amend the voting threshold for the Corporation’s Stockholders to adopt, amend or repeal any prov

June 21, 2023 EX-3.1

Amended and Restated Certificate of Incorporate of urban-gro, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed June 21, 2023).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF urban-gro, Inc. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) urban-gro, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1.That the name of this co

May 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 URBAN-GRO, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numbe

May 10, 2023 EX-99.1

urban-gro, Inc. Reports First Quarter 2023 Financial Results and Reiterates Full Year 2023 Guidance

Exhibit 99.1 urban-gro, Inc. Reports First Quarter 2023 Financial Results and Reiterates Full Year 2023 Guidance •First quarter performance consistent with prior guidance with Revenue of $16.8 million •Net Loss of $5.1 million and negative Adjusted EBITDA1 of $3.4 million •Record project backlog of $105 million as of March 31, 2023, as compared to backlog at the end of 2022 of $93 million, a 13% s

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 o TRANSITION REPORT PURSUANT TO

Fbacklog UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 URBAN-GRO

May 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 20, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 URBAN-GRO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

April 12, 2023 EX-99.1

urban-gro, Inc. Signs More Than $40 million in Contracts, Driving First Quarter 2023 Backlog to a Record $123 million Reiterates Guidance Recovered $2.4 million of Cash Following Settlement of Prior Litigation on March 27, 2023 Announces First Quarte

Exhibit 99.1 urban-gro, Inc. Signs More Than $40 million in Contracts, Driving First Quarter 2023 Backlog to a Record $123 million Reiterates Guidance Recovered $2.4 million of Cash Following Settlement of Prior Litigation on March 27, 2023 Announces First Quarter Earnings Call on May 10th at 4:30 p.m. Eastern time LAFAYETTE, Colo., April 12, 2023 - urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or t

March 30, 2023 EX-4.1

Description of urban-gro, Inc.’s Common Stock.

EXHIBIT 4.1 DESCRIPTION OF THE URBAN-GRO, INC. SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions are summaries of the material terms of our certificate of incorporation and bylaws. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, the certificate of incorporation a

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 or o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39933 URBAN-GRO, INC. (Exact name of registrant as specified in its cha

March 30, 2023 EX-21.1

ubsidiaries of the Registrant.

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Entity Name Jurisdiction of Formation urban-gro Canada Technologies, Inc. Canada urban-gro Europe B.V. Netherlands urban-gro Europe OPS B.V. Netherlands UGFS, LLC Colorado Impact Engineering, Inc. Colorado urban-gro Engineering, Inc. Colorado urban-gro Architect Holdings, LLC Colorado 2WR of Colorado, Inc. Colorado 2WR of Georgia, Inc. Georgia MJ12 Desig

March 30, 2023 EX-99.1

urban-gro, Inc. Reports Fourth Quarter and Full Year 2022 Financial Results Provides Full Year 2023 Guidance

Exhibit 99.1 urban-gro, Inc. Reports Fourth Quarter and Full Year 2022 Financial Results Provides Full Year 2023 Guidance •Fourth Quarter Revenue of $17.3 million, as compared to revenue guidance of approximately $17.0 million •Fourth Quarter Net Loss of $4.2 million and negative Adjusted EBITDA1 of $1.66 million, as compared to negative Adjusted EBITDA1 guidance of approximately $1.5 million •202

March 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 URBAN-GRO, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

January 13, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

January 13, 2023 EX-10.1

Employment Agreement by and between urban-gro, Inc. and Jason T. Archer, dated January 12, 2023.

Exhibit 10.1

January 13, 2023 EX-99.1

urban-gro, Inc. Appoints Jason “JT” Archer as Chief Operating Officer

Exhibit 99.1 urban-gro, Inc. Appoints Jason “JT” Archer as Chief Operating Officer LAFAYETTE, Colo., January 11, 2023 – urban-gro, Inc. (Nasdaq: UGRO), an integrated professional services and design-build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and commercial sectors, today announced the appointment of JT Archer as Chief Operating Officer. “We are excited to have

January 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 urban-gro, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

January 9, 2023 EX-99.1

urban-gro, Inc. Reports Record Backlog Heading into 2023 and Reaffirms Fourth Quarter 2022 Financial Guidance Record signed project backlog of approximately $87 million as of December 31, 2022 Reaffirms fourth quarter 2022 revenue and Adjusted EBITDA

Exhibit 99.1 urban-gro, Inc. Reports Record Backlog Heading into 2023 and Reaffirms Fourth Quarter 2022 Financial Guidance Record signed project backlog of approximately $87 million as of December 31, 2022 Reaffirms fourth quarter 2022 revenue and Adjusted EBITDA1 guidance LAFAYETTE, Colo., January 9, 2023 – urban-gro, Inc. (Nasdaq: UGRO), an integrated professional services and design-build firm

January 6, 2023 CORRESP

* * * * * *

January 6, 2023 United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F.

December 16, 2022 CORRESP

United States Securities and Exchange Commission

CORRESP 1 filename1.htm December 16, 2022 United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 ATTN: Ta Tanisha Meadows & Angela Lumley RE: urban-gro, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 29, 2022 File No. 1-39933 To Whom It May Concern: I am submitting this letter on b

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

November 10, 2022 EX-99.1

urban-gro, Inc. Reports Third Quarter 2022 Financial Results and Signs Record Backlog Entering Fourth Quarter

Exhibit 99.1 urban-gro, Inc. Reports Third Quarter 2022 Financial Results and Signs Record Backlog Entering Fourth Quarter ? Third quarter revenue of $12.4 million, as compared to guidance in the range of $10 to $11 million ? Third quarter net loss of $8.7 million, which includes one-time operating expenses of $4.2 million and a $1.7 million impairment for the entirety of a previous investment ? T

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 urban-gro, Inc. (

November 1, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

November 1, 2022 EX-99.1

urban-gro, Inc. Closes Asset Acquisition of DVO Engineering, Inc. Enhances CEA and Industrial Engineering Expertise, Adds New Capabilities, Clients and Contracts within the CEA and Industrial Sectors

Exhibit 99.1 urban-gro, Inc. Closes Asset Acquisition of DVO Engineering, Inc. Enhances CEA and Industrial Engineering Expertise, Adds New Capabilities, Clients and Contracts within the CEA and Industrial Sectors LAFAYETTE, Colo., November 1, 2022 ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), an integrated professional services and design-build firm offering solutions to the Con

October 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

October 28, 2022 EX-99.1

Investor Presentation

Exhibit 99.1

October 13, 2022 EX-99.1

urban-gro, Inc. to Continue Expanding Professional Services Capabilities to Meet Strong Demand with Acquisition of TX-based Engineering Firm, DVO, Inc. Bolsters Engineering Solutions by Adding Over 20 Individuals with Significant CEA and Industrial E

Exhibit 99.1 urban-gro, Inc. to Continue Expanding Professional Services Capabilities to Meet Strong Demand with Acquisition of TX-based Engineering Firm, DVO, Inc. Bolsters Engineering Solutions by Adding Over 20 Individuals with Significant CEA and Industrial Experience Highly Accretive and Synergistic Transaction Expected to Bring Immediate Incremental Revenue and Margin Opportunities LAFAYETTE

October 13, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

October 11, 2022 EX-99.1

After a Successful Launch of its Design-Build Division, urban-gro, Inc. Signs Over $50 Million in Design-Build Contracts in the Third Quarter

Exhibit 99.1 After a Successful Launch of its Design-Build Division, urban-gro, Inc. Signs Over $50 Million in Design-Build Contracts in the Third Quarter LAFAYETTE, Colo., October 11, 2022 — urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), an integrated professional services and design-build firm offering solutions to the Controlled Environment Agriculture (“CEA”) and Commercial sec

October 11, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 urban-gro, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File N

September 12, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File

September 12, 2022 EX-99.1

urban-gro, Inc. Announces New Stock Repurchase Program

Exhibit 99.1 urban-gro, Inc. Announces New Stock Repurchase Program LAFAYETTE, Colo., September 12, 2022 ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), an integrated professional services and design-build firm offering solutions to the Controlled Environment Agriculture (?CEA?) and Commercial sectors, today announced that its Board of Directors has approved a new stock repurchase

August 26, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Nu

August 15, 2022 EX-99.1

urban-gro, Inc. Reports Second Quarter 2022 Financial Results

Exhibit 99.1 urban-gro, Inc. Reports Second Quarter 2022 Financial Results ? Second quarter revenue of $16.3 million, representing growth of 27% compared to the prior year period ? Second quarter net loss of $(1.7) million ? Second quarter Adjusted EBITDA1 of $(0.5) million ? Strong balance sheet with $22.8 million in cash and no debt ? Project backlog of contractually committed equipment system,

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 urban-gro, Inc. (Exact

July 15, 2022 EX-99.3

urban-gro, Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 urban-gro, Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet and statements of operations and comprehensive income (loss) are presented to give effect to the acquisition by urban-gro, Inc. (the ?Company?) on April 29, 2021 of all of the issued and outstanding common stock (the ?Acquisition?) of Emerald

July 15, 2022 EX-99.2

Emerald Construction Management, Inc. FINANCIAL STATEMENTS For the Three Months Ended March 31, 2022 Table of Contents

Exhibit 99.2 Emerald Construction Management, Inc. FINANCIAL STATEMENTS For the Three Months Ended March 31, 2022 Table of Contents INDEPENDENT ACCOUNTANTS? COMPILATION REPORT 1 BALANCE SHEET 2 STATEMENT OF INCOME AND RETAINED EARNINGS 3 STATEMENT OF CASH FLOWS 4 NOTES TO THE FINANCIAL STATEMENTS 5 INDEPENDENT ACCOUNTANTS? COMPILATION REPORT To the Board of Directors and Stockholders of Emerald Co

July 15, 2022 8-K/A

Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469

July 15, 2022 EX-99.1

Emerald Construction Management, Inc. FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT For the Years Ended December 31, 2021 and 2020 Table of Contents

Exhibit 99.1 Emerald Construction Management, Inc. FINANCIAL STATEMENTS with INDEPENDENT AUDITORS? REPORT For the Years Ended December 31, 2021 and 2020 Table of Contents INDEPENDENT AUDITOR?S REPORT 1 BALANCE SHEETS 3 STATEMENTS OF INCOME AND RETAINED EARNINGS 4 STATEMENTS OF CASH FLOWS 5 NOTES TO THE FINANCIAL STATEMENTS 6 INDEPENDENT AUDITOR?S REPORT To the Board of Directors and Stockholders o

June 29, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numb

June 29, 2022 EX-99.1

urban-gro, Inc. Signs Over $10 Million in New Design-Build and Related Contracts Over the Last 90 Days M&A Strategy Continues to Deliver Accretive Results; Latest Acquisition Bolsters Company Backlog

Exhibit 99.1 urban-gro, Inc. Signs Over $10 Million in New Design-Build and Related Contracts Over the Last 90 Days M&A Strategy Continues to Deliver Accretive Results; Latest Acquisition Bolsters Company Backlog LAFAYETTE, Colo., June 29, 2022 - urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), a fully integrated architectural design, engineering, procurement, and construction manage

June 28, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numb

May 12, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numbe

May 12, 2022 EX-99.1

Investor Presentation

Exhibit 99.1

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 urban-gro, Inc. (Exac

May 10, 2022 EX-99.1

urban-gro, Inc. Reports Record First Quarter 2022 Financial Results with Revenue Growth of 76% and 7th Consecutive Quarter of Positive Adjusted EBITDA

Exhibit 99.1 urban-gro, Inc. Reports Record First Quarter 2022 Financial Results with Revenue Growth of 76% and 7th Consecutive Quarter of Positive Adjusted EBITDA ? Record first quarter revenue of $21.1 million, representing growth of 76% compared to the prior year period ? First quarter net loss of $(0.7) million ? First quarter Adjusted EBITDA1 of $0.4 million, our seventh consecutive positive

May 10, 2022 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Numbe

May 2, 2022 8-K

Regulation FD Disclosure, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

May 2, 2022 EX-2.2

First Amendment to Acquisition Agreement and Plan of Merger (incorporated by reference to Exhibit 2.2 to Form 8-K filed May 2, 2022)

Exhibit 2.2 FIRST AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGER This First Amendment to Acquisition Agreement and Plan of Merger (this ?Amendment?), dated April 29, 2022 (the ?Amendment Date?), is made and entered into by and among urban-gro, Inc. a Delaware corporation (the ?Buyer?), Emerald Merger Sub, Inc., a Colorado corporation (?Merger Sub?), Emerald Construction Management, Inc., a

May 2, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 2, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 2, 2022 EX-99.1

urban-gro, Inc. Closes Acquisition of Emerald Construction Management Inc., Adding In-House Construction Management Services and Complete Design-Build Capabilities

Exhibit 99.1 urban-gro, Inc. Closes Acquisition of Emerald Construction Management Inc., Adding In-House Construction Management Services and Complete Design-Build Capabilities LAFAYETTE, Colo., May 2, 2022 ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), a fully integrated architectural, engineering, construction management, and cultivation systems integration company focused on d

March 29, 2022 EX-4.1

Description of urban-gro, Inc.’s Common Stock.

EXHIBIT 4.1 DESCRIPTION OF THE URBAN-GRO, INC. SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions are summaries of the material terms of our certificate of incorporation and bylaws. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, the certificate of incorporation a

March 29, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

March 29, 2022 EX-99.1

urban-gro, Inc. Reports Record Fourth Quarter and Full Year 2021 Financial Results and Provides 2022 Full Year Guidance

Exhibit 99.1 urban-gro, Inc. Reports Record Fourth Quarter and Full Year 2021 Financial Results and Provides 2022 Full Year Guidance ? Record fourth quarter revenue of $19.0 million, representing growth of 106% compared to the prior year period; organic revenue growth was 77.6%, excluding contribution from the 2WR+ acquisition. Full year 2021 revenue was $62.1 million, representing growth of 140%.

March 29, 2022 EX-21.1

List of subsidiaries of the Registrant.

EXHIBIT 21.1 LIST OF SUBSIDIARIES urban-gro Canada Technologies, Inc, a Canadian corporation Impact Engineering, Inc., a Colorado corporation, d/b/a Grow2Guys 2WR of Colorado, Inc., a Colorado corporation 2WR of Georgia, Inc., a Georgia corporation MJ12 Design Studio, Inc., a Colorado corporation

March 29, 2022 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commission File Number: 001-39933 URBAN-GRO, INC. (Exact name of

March 14, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39933 46-5158469 (State or other jurisdiction of incorporation) (Commission File Num

March 14, 2022 EX-2.1

Acquisition Agreement and Plan of Merger

Exhibit 2.1 ACQUISITION AGREEMENT AND PLAN OF MERGER dated as of March 13, 2022 by and among URBAN-GRO, INC. (a Delaware corporation) AS THE BUYER, EMERALD MERGER SUB, INC. (a Colorado corporation) AS MERGER SUB, EMERALD CONSTRUCTION MANAGEMENT, INC. (a Colorado corporation) AS EMERALD, CHRISTOPHER W. CULLENS, CHARLES W. CULLENS, AND GREEN STONE PROPERTY LLC as the sellerS, and CHRISTOPHER W. CULL

March 14, 2022 EX-99.1

urban-gro, Inc. to Acquire Emerald Construction Management, Inc., Adding In- House Design-Build Solutions to its Global Indoor CEA Service Offerings Highly synergistic transaction of 20-person firm enables urban-gro to provide complete turn-key facil

Exhibit 99.1 urban-gro, Inc. to Acquire Emerald Construction Management, Inc., Adding In- House Design-Build Solutions to its Global Indoor CEA Service Offerings Highly synergistic transaction of 20-person firm enables urban-gro to provide complete turn-key facilities to the global indoor CEA market Adds extensive construction management experience and delivery capabilities supported by on-site pr

February 14, 2022 EX-1

EXHIBIT 1

Urban-Gro, Inc. SC 13GA Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional

February 14, 2022 SC 13G

UGRO / urban-gro Inc / AdvisorShares Trust Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Urban-Gro Inc (Name of Issuer) common shares, $0.01 par value (Title of Class of Securities) 91704K202 (CUSIP Number) December 31, 20

February 14, 2022 SC 13G/A

UGRO / urban-gro Inc / Altium Capital Management LP - AMENDMENT TO SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Urban-Gro, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 91704K202 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

February 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File N

February 2, 2022 EX-99.1

urban-gro, Inc. Announces Further Expansion to Its Stock Repurchase Program

Exhibit 99.1 urban-gro, Inc. Announces Further Expansion to Its Stock Repurchase Program LAFAYETTE, Colo., February 2, 2022 ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), a fully integrated architectural, engineering and cultivation systems integration company focused on the indoor Controlled Environment Agriculture (?CEA?) market, today announced that its Board of Directors has

January 18, 2022 EX-99.1

urban-gro, Inc. Announces Increase to Its Stock Repurchase Program

Exhibit 99.1 urban-gro, Inc. Announces Increase to Its Stock Repurchase Program LAFAYETTE, Colo., January 18, 2022 ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), a fully integrated architectural, engineering and cultivation systems integration company focused on the indoor Controlled Environment Agriculture (?CEA?) market, today announced that its Board of Directors has authorize

January 18, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File N

January 10, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2022 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Nu

January 10, 2022 EX-99.1

urban-gro, Inc. Reports Record Preliminary Full Year 2021 Results and Record Backlog Heading Into 2022

Exhibit 99.1 urban-gro, Inc. Reports Record Preliminary Full Year 2021 Results and Record Backlog Heading Into 2022 LAFAYETTE, Colo., January 5, 2022 ? urban-gro, Inc. (Nasdaq: UGRO), a fully integrated architectural, engineering and cultivation systems integrator for commercial cannabis and food-focused indoor Controlled Environment Agriculture (?CEA?) facilities, today reported preliminary selec

January 10, 2022 EX-99.2

Investor Presentation

Exhibit 99.2

November 9, 2021 EX-99.1

urban-gro, Inc. Named as Exclusive Architectural Design, Engineering, Build, and Equipment Integration Partner for Urban Health Farms’ Vertical Farms Expansion Throughout Europe

Exhibit 99.1 urban-gro, Inc. Named as Exclusive Architectural Design, Engineering, Build, and Equipment Integration Partner for Urban Health Farms? Vertical Farms Expansion Throughout Europe Lafayette, Colo. (November 9, 2021) ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), a fully integrated architectural, engineering and cultivation systems integration company focused on the ind

November 9, 2021 EX-99.2

urban-gro, Inc. Reports Record Third Quarter 2021 Financial Results and Raises Full Year 2021 Revenue Guidance

Exhibit 99.2 urban-gro, Inc. Reports Record Third Quarter 2021 Financial Results and Raises Full Year 2021 Revenue Guidance ? Record third quarter revenue of $18.3 million, representing growth of 119% compared to the prior year period; organic revenue growth was 106%, excluding contribution from the 2WR+ acquisition ? Quarterly net income of $0.1 million compared to a net loss of ($0.7) million in

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39933 urban-gro, Inc. (

November 9, 2021 8-K

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File N

November 1, 2021 EX-99.1

urban-gro, Inc. Participates in XS Financial’s Convertible Note Offering to Drive Revenue and Bring Significant Value to Clients

Exhibit 99.1 urban-gro, Inc. Participates in XS Financial?s Convertible Note Offering to Drive Revenue and Bring Significant Value to Clients LAFAYETTE, Colo., November 1, 2021 ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), a fully integrated architectural, engineering and cultivation systems integration company focused on the indoor Controlled Environment Agriculture (?CEA?) mar

November 1, 2021 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File N

October 21, 2021 EX-99.1

urban-gro, Inc. Appoints Sonia Lo to Board of Directors

Exhibit 99.1 urban-gro, Inc. Appoints Sonia Lo to Board of Directors Former Crop One and Sensei Ag CEO Brings Significant Food-Focused Global CEA Sector Expertise and AgTech Executive Leadership Experience to urban-gro, Inc. LAFAYETTE, Colo., October 21, 2021 ? urban-gro, Inc. (Nasdaq: UGRO) (?urban-gro? or the ?Company?), a fully integrated architectural, engineering and cultivation systems integ

October 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File N

October 19, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File N

October 13, 2021 EX-99.3

urban-gro, Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 urban-gro, Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet and statements of operations and comprehensive income (loss) are presented to give effect to the acquisition by urban-gro, Inc. (the ?Company?) on July 30, 2020 of all of the issued and outstanding common stock (the ?Acquisition?) of: 2WR of C

October 13, 2021 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (

October 13, 2021 EX-99.1

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Stockholders of 2WR Colorado and 2WR Georgia and MJ12 Design Studio Opinion on the Financial Statements We have audited the accompanying combined balance sheets of 2WR Colorado, Inc. and 2WR Georgia, Inc. and MJ12 Design Studio, Inc. (the ?Companies?) as of December 31, 2020, and 2019, the related combined statements of op

October 13, 2021 EX-99.2

2WR COLORADO, INC. AND 2WR GEORGIA, INC. AND MJ12 DESIGN STUDIO, INC. COMBINED BALANCE SHEETS AT JUNE 30, 2021 AND DECEMBER 31, 2020

Exhibit 99.2 2WR COLORADO, INC. AND 2WR GEORGIA, INC. AND MJ12 DESIGN STUDIO, INC. COMBINED BALANCE SHEETS AT JUNE 30, 2021 AND DECEMBER 31, 2020 2021 2020 ASSETS Current Assets Cash and cash equivalents $ 884,395 $ 559,188 Accounts receivable, net 1,144,534 846,181 Deposits & Prepayments 73,549 131,531 Total Current Assets 2,102,478 1,536,900 Property, Plant and Equipment, net 66,739 85,500 Other

September 20, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52898 46-5158469 (Commission File

August 11, 2021 EX-99.1

urban-gro, Inc. Reports Record Second Quarter 2021 Financial Results and Provides Full Year 2021 Guidance

Exhibit 99.1 urban-gro, Inc. Reports Record Second Quarter 2021 Financial Results and Provides Full Year 2021 Guidance ? Record revenues in Q2 2021 of $12.8 million compared to revenues of $4.0 million in Q2 2020, an increase of $8.8 million, or 220% ? Record Net Income of $1.3 million, compared to a net loss of ($1.6) million in Q2 2020 ? Record Adjusted EBITDA of $0.6 million in Q2 2021 compared

August 11, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-52898 urban-gro, Inc. (Exact

August 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Nu

August 2, 2021 EX-2.2

Amendment No. 1 to Stock Purchase Agreement

Exhibit 2.2 EXECUTION VERSION AMENDMENT TO THE STOCK PURCHASE AGREEMENT July 30, 2021 This Amendment (this ?Amendment?) to the Stock Purchase Agreement (the ?Purchase Agreement?) is made and entered into as of July 30, 2021 (the ?Effective Date?), by and among urban-gro Architect Holdings, LLC, a Delaware limited liability company (the ?Buyer?), urban-gro, Inc., a Delaware corporation (?Parent?),

August 2, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Numb

August 2, 2021 EX-99.1

urban-gro, Inc. Completes Acquisition of MJ12 Design Studio and Forecasts the Addition of $7-$9M of High Margin Services Revenue Management expects MJ12 Design Studio and its parent company to generate $7-$9 million of revenue and $1.5-$2.0 million o

Exhibit 99.1 urban-gro, Inc. Completes Acquisition of MJ12 Design Studio and Forecasts the Addition of $7-$9M of High Margin Services Revenue Management expects MJ12 Design Studio and its parent company to generate $7-$9 million of revenue and $1.5-$2.0 million of Adjusted EBITDA over the next 12-month period; Management expects that the synergies of adding architectural planning and design servic

August 2, 2021 EX-2.1

Stock Purchase Agreement

Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT dated as of June 28, 2021 by and among URBAN-GRO ARCHITECT HOLDINGS, LLC, AS THE BUYER and URBAN-GRO, INC, AS THE PARENT and THE 2WRCO SHAREHOLDERS, THE 2WRGA SHAREHOLDERS, THE MJ12 SHAREHOLDERS, and THE 2WRMS Shareholders as the sellers and SAM ANDRAS as the seller REPRESENTATIVE STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?A

August 2, 2021 EX-99.2

Report of Independent Registered Public Accounting Firm

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Stockholders of 2WR Colorado and 2WR Georgia and MJ12 Design Studio Opinion on the Financial Statements We have audited the accompanying combined balance sheets of 2WR Colorado, Inc. and 2WR Georgia, Inc. and MJ12 Design Studio, Inc. (the ?Companies?) as of December 31, 2020, and 2019, the related combined statements of op

June 29, 2021 EX-99.1

urban-gro, Inc. to Acquire MJ12 Design Studio, Creating the Horticulture Industry’s First Fully Integrated Architecture, Engineering and Cultivation Systems Integration Company Acquisition drives high margin services revenue and adds more than 70 ope

EX-99.1 3 ex99-1.htm Exhibit 99.1 urban-gro, Inc. to Acquire MJ12 Design Studio, Creating the Horticulture Industry’s First Fully Integrated Architecture, Engineering and Cultivation Systems Integration Company Acquisition drives high margin services revenue and adds more than 70 open client projects Acquisition further delivers on the company’s commitment to launch the industry’s first turn- key

June 29, 2021 EX-2.1

Stock Purchase Agreement

Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT dated as of June 28, 2021 by and among URBAN-GRO ARCHITECT HOLDINGS, LLC, AS THE BUYER and URBAN-GRO, INC, AS THE PARENT and THE 2WRCO SHAREHOLDERS, THE 2WRGA SHAREHOLDERS, THE MJ12 SHAREHOLDERS, and THE 2WRMS Shareholders as the sellers and SAM ANDRAS as the seller REPRESENTATIVE STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?A

June 29, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Numb

June 14, 2021 EX-99.1

urban-gro, Inc. Announces Inclusion in Russell 2000® Index and Appoints Seasoned Executives to Board of Directors - Company added to the Russell 2000® Index as part of the annual reconstitution of the Russell stock indexes - Appointment of Anita Brit

Exhibit 99.1 urban-gro, Inc. Announces Inclusion in Russell 2000? Index and Appoints Seasoned Executives to Board of Directors - Company added to the Russell 2000? Index as part of the annual reconstitution of the Russell stock indexes - Appointment of Anita Britt and David Hsu to Board of Directors bolsters international operational and financial expertise with a successful track record of drivin

June 14, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Numbe

May 28, 2021 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 urban-gro, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 46-5158469 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1751 Panorama Point, Unit G Lafayette, CO 80026 (720) 390-3880 (Address

May 28, 2021 EX-10.1

urban-gro, Inc. 2021 Omnibus Stock Incentive Plan

Exhibit 10.1 URBAN-GRO, INC. 2021 omnibus stock INCENTIVE PLAN Approved by the Board: February 23, 2021 Approved by the Stockholders: May 27, 2021 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel; to provide additional incentives to Employees, Directors and Consultants to contribute to the successful performance of the Company and any Relate

May 27, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Numbe

May 24, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Numbe

May 11, 2021 10-Q

Quarterly Report -

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-52898

April 26, 2021 DEF 14A

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

April 15, 2021 PRE 14A

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

April 13, 2021 EX-99.1

urban-gro, Inc. Reports Record Preliminary First Quarter 2021 Results

Exhibit 99.1 urban-gro, Inc. Reports Record Preliminary First Quarter 2021 Results ● Record Q1 2021 revenues of $11.8 million to $12.1 million, which would represent an increase of at least $7.5 million, or 174%, from revenues of $4.3 million reported in Q1 2020. ● Record Adjusted EBITDA of $0.35 million to $0.6 million, which would represent an improvement of at least $1.2 million from negative (

April 13, 2021 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Num

March 31, 2021 EX-21.1

List of subsidiaries of the Registrant.

EXHIBIT 21.1 LIST OF SUBSIDIARIES urban-gro Canada Technologies, Inc, a Canadian corporation Impact Engineering, Inc., a Colorado corporation, d/b/a Grow2Guys

March 31, 2021 EX-99.1

urban-gro, Inc. Reports Record Fourth Quarter and Full-Year 2020 Financial Results

Exhibit 99.1 urban-gro, Inc. Reports Record Fourth Quarter and Full-Year 2020 Financial Results ● Reported record revenues in 2020 of $25.8 million, a 7% increase over 2019. ● Reported record revenues in Q4 2020 of $9.2 million, a 30% increase over prior year. ● Ended fiscal year 2020 with a backlog of over $14 million in signed contracts. ● Achieved positive Adjusted EBITDA for the second quarter

March 31, 2021 EX-4.1

Description of urban-gro, Inc.’s Common Stock.

EXHIBIT 4.1 DESCRIPTION OF THE URBAN-GRO, INC. SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions are summaries of the material terms of our certificate of incorporation and bylaws. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, the certificate of incorporation a

March 31, 2021 10-K

Annual Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commission File Number: 000-52898 URBAN-GRO, INC. (Exact name

March 31, 2021 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Num

March 9, 2021 EX-99.1

urban-gro, Inc. Continues Execution on Its Initial Strategic Growth Initiatives and Provides Corporate Update – Appointment of Barbara Jacobs as Vice President of Marketing strengthens leadership, reflects commitment to diversity and CEA segment expe

Exhibit 99.1 urban-gro, Inc. Continues Execution on Its Initial Strategic Growth Initiatives and Provides Corporate Update – Appointment of Barbara Jacobs as Vice President of Marketing strengthens leadership, reflects commitment to diversity and CEA segment expertise – Signed first Canadian engineering and design services contract for CEA vertical farming facility focused on growing leafy greens

March 9, 2021 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File Numb

February 26, 2021 EX-99.1

STOCK PURCHASE AGREEMENT

Exhibit 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the “Agreement”) is made and entered into as of February 22, 2021, by and between Octavio (“Tavo”) Gutierrez, Broomfield, CO 80023 (“Seller”) and urban-gro, Inc., a Delaware corporation (the “Company” or the “Purchaser”), who hereby agree as follows. WHEREAS, Seller owns 1,014,505 Common Shares (the “Shares”) of the Company; and

February 26, 2021 EX-99.2

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

Exhibit 99.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This amendment to the Stock Purchase Agreement between urban-gro, Inc. and Octavio Gutierrez dated February 22, 2021 (the ?SPA?) is being entered into as of February 25, 2021. The parties hereby agree that the purchase price per share will be reduced to $8.85. urban-gro, Inc. By: /s/ Brad Nattrass Brad Nattrass, CEO /s/ Octavio Gutierrez Oct

February 26, 2021 EX-99.1

Presentation Dated February 26, 2021

Exhibit 99.1

February 26, 2021 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File

February 26, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File

February 23, 2021 EX-99.1

urban-gro, Inc. Appoints James H. Dennedy as President and Chief Operating Officer - Seasoned financial and organizational executive with more than 25 years of public company experience provides proven leadership to scale efficient operations

Exhibit 99.1 urban-gro, Inc. Appoints James H. Dennedy as President and Chief Operating Officer - Seasoned financial and organizational executive with more than 25 years of public company experience provides proven leadership to scale efficient operations Lafayette, CO (February 23, 2021) ? urban-gro, Inc. (NASDAQ: UGRO) (?urban-gro? or the ?Company?), a leading global horticulture company that en

February 23, 2021 EX-10.1

Employment Agreement by and between urban-gro, Inc. and James H. Dennedy, dated February 18, 2021

Exhibit 10.1 EMPLOYMENT AGREEMENT James H Dennedy, as President and Chief Operating Officer (?Executive?), you are a valuable urban-gro, Inc. (?urban-gro?) employee, and we expect you to make a significant contribution to urban-gro?s success. As a result, urban-gro wishes to employ you under the terms of this Agreement. 1. Employment Period. Subject to termination pursuant to Article 5 hereof, the

February 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39933 46-5158469 (Commission File

February 22, 2021 EX-99.1

urban-gro Strengthens Balance Sheet – Company eliminates $5.76 million of debt – Well-positioned to access near-term growth opportunities and acquisitions to enhance offering of full turn-key indoor controlled environment agriculture solutions

Exhibit 99.1 urban-gro Strengthens Balance Sheet – Company eliminates $5.76 million of debt – Well-positioned to access near-term growth opportunities and acquisitions to enhance offering of full turn-key indoor controlled environment agriculture solutions Lafayette, CO (February 22, 2021) – urban-gro, Inc. (NASDAQ: UGRO) (“urban-gro” or the “Company”), a leading global horticulture company that e

February 22, 2021 8-K

Regulation FD Disclosure, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52898 46-5158469 (Commission File

February 17, 2021 EX-4.1

Form of Underwriter’s Warrant

Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFIN

February 17, 2021 EX-99.1

urban-gro Announces Pricing of $54 Million Public Offering and Nasdaq Listing

Exhibit 99.1 urban-gro Announces Pricing of $54 Million Public Offering and Nasdaq Listing FOR IMMEDIATE RELEASE Lafayette, CO (February 11, 2021) – urban-gro, Inc. (NASDAQ: UGRO) (“urban-gro” or the “Company”), a leading global horticulture company that engineers and designs commercial Controlled Environment Agriculture (“CEA”) facilities and integrates complex environmental equipment systems int

February 17, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52898 46-5158469 (Commission File

February 17, 2021 EX-99.2

urban-gro Announces Closing of $62 Million Public Offering Including Full Exercise of Underwriter's Over-Allotment Option

Exhibit 99.2 urban-gro Announces Closing of $62 Million Public Offering Including Full Exercise of Underwriter's Over-Allotment Option Lafayette, CO (February 17, 2021) ? urban-gro, Inc. (NASDAQ: UGRO) (?urban-gro? or the ?Company?), a leading global horticulture company that engineers and designs commercial Controlled Environment Agriculture (?CEA?) facilities and integrates complex environmental

February 17, 2021 EX-1.1

Underwriting Agreement, dated February 11, 2021, between the Company and ThinkEquity, a division of Fordham Financial Management, Inc.

EX-1.1 2 urbangroex0101.htm UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between URBAN-GRO, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters 1 URBAN-GRO, INC. UNDERWRITING AGREEMENT New York, New York February 11, 2021 ThinkEquity A Division of Fordham Financial Management, Inc. As Representative of the several Underwr

February 16, 2021 424B4

ThinkEquity a division of Fordham Financial Management, Inc.

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-250120 Registration No. 333-253011 5,400,000 Shares Common Stock urban-gro, Inc. This is a firm commitment public offering of 5,400,000 shares of our common stock, $0.001 par value per share, at an offering price of $10.00 per share. Prior to this offering, shares of our common stock were quoted on the OTC Markets Group, Inc. OTCQX M

February 12, 2021 8-K

Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52898 46-5158469 (Commission File

February 12, 2021 8-K/A

Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2021 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-52898 46-5158469 (Commission Fil

February 11, 2021 S-1MEF

- FORM S-1 MEF

As filed with the Securities and Exchange Commission on February 11, 2021 Registration No.

February 10, 2021 CORRESP

-

ThinkEquity A division of Fordham Financial Management, Inc. 17 State Street, 22nd Floor New York, NY 10004 February 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St., N.E. Washington, D.C. 20549 Re: urban-gro, Inc. Registration Statement on Form S-1 File No. 333-250120 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Ac

February 10, 2021 CORRESP

-

urban-gro, Inc. 1751 Panorama Point, Unit G Lafayette, CO 80026 February 10, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Scott Anderegg Taylor Beech Re: urban-gro, Inc. Registration Statement on Form S-1 File No. 333-250120 Acceleration Request Requested Date: February 11, 2021 Requested Time: 4:

February 10, 2021 CORRESP

-

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW GLENLAKE ONE | SUITE 200 4140 PARKLAKE AVENUE | RALEIGH, NC 27612 nelsonmullins.

February 10, 2021 S-1/A

- FORM S-1 AMENDMENT 6

Table of Contents As filed with the Securities and Exchange Commission on February 10, 2021 Registration No.

February 5, 2021 CORRESP

-

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW GLENLAKE ONE | SUITE 200 4140 PARKLAKE AVENUE | RALEIGH, NC 27612 nelsonmullins.

February 5, 2021 S-1/A

- AMENDMENT NO. 5

Table of Contents As filed with the Securities and Exchange Commission on February 5, 2021 Registration No.

February 3, 2021 CORRESP

-

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW GLENLAKE ONE | SUITE 200 4140 PARKLAKE AVENUE | RALEIGH, NC 27612 nelsonmullins.

February 3, 2021 S-1/A

- AMENDMENT NO. 4

Table of Contents As filed with the Securities and Exchange Commission on February 3, 2021 Registration No.

February 1, 2021 CORRESP

-

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW GLENLAKE ONE | SUITE 200 4140 PARKLAKE AVENUE | RALEIGH, NC 27612 nelsonmullins.

January 28, 2021 CORRESP

-

urban-gro, Inc. 1751 Panorama Point, Unit G Lafayette, CO 80026 January 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Scott Anderegg Taylor Beech Re: urban-gro, Inc. Registration Statement on Form S-1 File No. 333-250120 Ladies and Gentlemen: On January 22, 2021, urban-gro, Inc. (the ?Company?)

January 25, 2021 8-A12B

- FORM FOR THE REGISTRATION/LISTING OF A CLASS OF SECURITIES ON A NATIONAL SECURITIES EXCHANGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 46-5158469 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1751

January 25, 2021 S-1/A

- AMENDMENT NO. 3

Table of Contents As filed with the Securities and Exchange Commission on January 25, 2021 Registration No.

Other Listings
DE:UGE
Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista