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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 Number)

 

(IRS Employer

Identification No.)

 

1751 Panorama Point, Unit G

Lafayette, Colorado

  80026
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (720) 390-3880

 

n/a

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share   UGRO   The Nasdaq Stock Market LLC

 

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 2.02. Results of Operations and Financial Condition.

 

urban-gro, Inc. Announces Over $50 Million in Related Contracts in the Third Quarter

 

On October 11, 2022, urban-gro, Inc. (the “Company”) issued a press release regarding the signing of over $50 Million in design-build contracts in the third quarter and reiterating its prior third quarter earnings guidance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number   Exhibit
     
99.1   Press Release dated October 11, 2022
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

The information in this report and the exhibit hereto may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our announcement of our new stock repurchase program. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance as to the timing or amount of repurchases. Future stock repurchases are subject to approval requirements and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable laws; restrictions under existing or future financing arrangements; deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. In Item 8.01 of this report, the statements regarding our new stock repurchase program are forward-looking statements. Please refer to disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  URBAN-GRO, INC.
     
Date: October 11, 2022 By: /s/ Bradley Nattrass
    Bradley Nattrass
    Chief Executive Officer

 

 

 

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 sectors, today provided an update on the success of its design-build division and reiterated its guidance for the third quarter 2022.

 

After the acquisition of Emerald Construction Management in the second quarter, urban-gro launched its full turnkey design-build solution where the Company provides a single point of responsibility, and manages architecture, engineering, cultivation design, construction, as well as equipment procurement and integration. urban-gro’s leading, in-house professional services team provides design-build solutions for cultivation facilities, retail dispensaries, and various building-types within the industrial and healthcare sectors.

 

These incremental design-build contracts represent more than $50 million of signed projects in the third quarter, and are from a diverse set of clients including cannabis CEA clients, as well as leading global consumer packaged goods enterprises. Design-build contracts are typically recognized over a timeline of 6 to 24 months and are separate from any associated professional services or equipment system orders.

 

Bradley Nattrass, Chairman and Chief Executive Officer, commented, “Client interest and engagement in our turnkey design-build capabilities have continued to progress as expected, and these new contracts demonstrate tangible value for urban-gro and our clients. While we are reiterating our third quarter guidance, the momentum we have established entering the fourth quarter gives me great confidence that the investments we are making in the business are positioning urban-gro for sustainable and consistent global growth over the long-term.”

 

About urban-gro, Inc.

 

urban-gro, Inc.® (Nasdaq: UGRO) is an integrated professional services and design-build firm. We offer value-added architectural, engineering, and construction management solutions to the Controlled Environment Agriculture (“CEA”), industrial, healthcare, and other commercial sectors. Innovation, collaboration, and creativity drive our team to provide exceptional customer experiences. With offices across North American and in Europe, we deliver Your Vision – Built. Learn more by visiting www.urban-gro.com.

 

Investor Contacts:

 

Dan Droller: urban-gro, Inc.

EVP Corporate Development & Investor Relations

 

-or-

 

Jeff Sonnek: ICR, Inc.

(720) 730-8160

[email protected]

 

Media Contact:

 

Mark Sinclair – MATTIO Communications

(650) 269-9530

[email protected]