UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2026, urban-gro, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), which was approved by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders held on January 30, 2026 and by the Company’s Board of Directors.
The Certificate of Amendment effects a 1-for-25 reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in which each twenty-five (25) shares of Common Stock issued and outstanding as of 12:01 a.m. Eastern Time on February 9, 2026 (the effective time of the reverse stock split) will be combined and converted into one share of Common Stock. While the reverse stock split will decrease the number of outstanding shares of Common Stock, it will not change the total number of shares of Common Stock authorized for issuance by the Company, nor will it change the par value of the Common Stock. The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market. However, there can be no assurance that the reverse stock split will have the desired effect of sufficiently raising the bid price of the Common Stock for the required period or that the Company will be able to regain compliance with all other requirements of the Nasdaq Capital Market.
No fractional shares of Common Stock will be issued in connection with the reverse stock split. Instead, the Company will pay cash to any stockholder holding fractional shares as a result of the reverse stock split equal to such fraction multiplied by the closing price per share of Common Stock on The Nasdaq Capital Market as of February 6, 2026, as adjusted to reflect the reverse stock split.
This summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
The Company expects that the reverse stock split-adjusted shares of its Common Stock will begin trading on The Nasdaq Capital Market at the open of the market on February 9, 2026 with the new CUSIP number 91704K 301. No change will be made to the trading symbol for the Common Stock, “UGRO”, in connection with the reverse stock split.
In connection with the reverse stock split, proportional adjustments will be made to (i) the number of shares of Common Stock underlying the Company’s outstanding stock options and warrants, (ii) the exercise price or conversion price (as applicable) of the Company’s outstanding stock options and warrants, and (iii) the number of shares reserved for issuance under the Company’s equity incentive plan.
Item 7.01 Regulation FD Disclosure
On February 5, 2026, the Company issued a press release announcing the reverse stock split. A copy of the press release is furnished to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The Company hereby files or furnishes, as applicable, the following exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of urban-gro, Inc. | |
| 99.1 | Press release dated February 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| URBAN-GRO, INC. | |||
| Date: February 5, 2026 | By: | /s/ Bradley Nattrass | |
| Name: | Bradley Nattrass | ||
| Title: | Chairman and Chief Executive Officer | ||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
urban-gro, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is urban-gro, Inc.
SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is October 29, 2020, and was amended on December 31, 2020 and amended and restated by the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 21, 2023 (as amended and restated, the “Certificate”).
THIRD: The Corporation hereby amends the Certificate as follows:
ARTICLE IV, Section 1 of the Certificate is hereby amended by adding the following paragraph at the end of such section:
“Upon the effectiveness of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each Twenty Five (25) shares of Common Stock issued and outstanding at such time shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $0.001 per share. No fractional shares shall be issued, and, in lieu thereof, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock, as determined by the Board of Directors. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
FOURTH: This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: The Certificate of Amendment shall be effective on February 9, 2026 at 12:01 am ET.
IN WITNESS WHEREOF, urban-gro, Inc. has caused this Certificate of Amendment to be signed by its president and chief executive officer this 4th day of February, 2026.
| URBAN-GRO, INC. | ||
| By: | /s/ Bradley Nattrass | |
| Name: | Bradley Nattrass | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 99.1
urban-gro to Implement 1-for-25 Reverse Stock Split
Lafayette, Colorado, February 5, 2026 – urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”) announced today that the Company’s Board of Directors approved a reverse stock split of one share for every twenty-five (25) shares of common stock. The reverse stock split had been authorized by the Company’s stockholders at the annual stockholder meeting held on January 30, 2026. Trading of the Company’s common shares on a split-adjusted basis is expected to begin on Monday, February 9, 2026 on the Nasdaq Capital Market stock exchange.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company, except for minor changes due to the treatment of fractional shares as described below. The Company currently has 17,114,217 shares of common stock outstanding, and following the reverse stock split, the Company’s total shares of common stock outstanding will be reduced to approximately 684,569 shares. The number of authorized shares of the Company’s common stock will remain the same and the par value will remain $0.001 per share. The reverse stock split will also cause a proportional reduction in the number of common stock warrants and stock options along with an associated increase in exercise prices. No fractional shares will be issued following the reverse stock split, and cash will be paid to holders in lieu of any fractional shares. The new CUSIP number for the common stock following the reverse stock split is 91704K 301.
The Company has retained its transfer agent, Equiniti (“EQ”), to act as exchange agent for the reverse stock split. EQ will manage the exchange of pre-split shares for post-split shares. Stockholders of record will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in street name will be contacted by their banks or brokers with any instructions. For further information, stockholders should contact EQ Shareowner Services by telephone at 1-866-877-6270 Monday through Friday between 7:00 a.m. and 7:00 p.m. Central Time.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, the Company’s ability to successfully consummate the reverse stock split, the anticipated effective date of the reverse stock split, and the number of shares of stock outstanding following the reverse stock split. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including, among other things, the risk factors described under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed with the SEC on January 16, 2026 or described in the Company’s other public filings. The Company’s results may also be affected by factors of which the Company is not currently aware. The forward-looking statements in this press release speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions, or circumstances on which any such statement is based, except as required by law.
SOURCE urban-gro, Inc.