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, 2026

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, including zip code)

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

Not Applicable

(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 7.01 Regulation FD Disclosure.

On March 9, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01, including Exhibits 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

The press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in the press releases include forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements include, among others, statements regarding the Company’s projects, potential financial performance, and growth opportunities. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions are intended to identify certain of these forward-looking statements. These statements are based on the Company’s expectations and involve risks, uncertainties and other important factors that could cause the actual results performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit No.		Description
99.1		Press Release Dated March 9, 2026
104*		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Date: March 9, 2026	URBAN-GRO, INC.

	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

Exhibit 99.1

urban-gro, Inc. Regains Full Nasdaq Compliance Following Balance Sheet and Governance Improvements

Lafayette, Colorado, March 9, 2026 – urban-gro, Inc. (“urban-gro” or the “Company”), which operates its sports and media business under the Flash Sports & Media brand, today announced that it has received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with certain Nasdaq listing standards previously cited in deficiency notices. Nasdaq has determined that the Company now satisfies the applicable requirements relating to periodic reporting, minimum stockholders’ equity, minimum bid price, and annual meeting requirements, as described below.

Periodic Reporting Compliance – Nasdaq Listing Rule 5250(c)(1)
Nasdaq Listing Qualifications staff determined that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1), the periodic reporting requirement, following the filing of its previously delinquent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Minimum Stockholders’ Equity – Nasdaq Listing Rule 5550(b)(1)
Nasdaq has determined that the Company has regained compliance with Nasdaq Listing Rule 5550(b)(1), the minimum stockholders’ equity requirement, after demonstrating stockholders’ equity in excess of the required threshold following the completion of previously disclosed transactions.

Minimum Bid Price – Nasdaq Listing Rule 5550(a)(2)
The Company has also regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum $1.00 bid price requirement. The Company effected a reverse stock split, and its common stock subsequently traded at or above $1.00 per share for the required compliance period.

Annual Meeting Requirement – Nasdaq Listing Rule 5620(a)
The Company has also regained compliance with Nasdaq Listing Rule 5620(a), the annual meeting requirement. The Company held its Annual Meeting of Stockholders within the applicable compliance period and provided Nasdaq with confirmation of such meeting.

The Letter also stated that the Company will remain on a Discretionary Panel Monitor, pursuant to Listing Rule 5815(d)(4)(A), for a one-year period from the date of the Letter, to ensure that the Company proactively addresses any future potential compliance concerns and demonstrates long-term compliance with Nasdaq’s continued listing requirements.

Bradley Nattrass, Chief Executive Officer, said: “We are pleased to be back in compliance and remain focused on maintaining strong compliance practices while continuing to execute our strategic initiatives.”

About urban-gro, Inc.

Following its recent combination with Flash Sports & Media, Inc., urban-gro is a diversified sports, media, and experiential marketing platform focused on the creation, production, and monetization of live events, original content, and branded fan experiences. The Company operates across multiple sports and entertainment verticals, using proprietary intellectual property, strategic partnerships, and experiential activations to engage audiences and deliver value for brands, sponsors, and media partners. integrates content creation, event execution, and media distribution to build scalable platforms within the global sports and entertainment ecosystem. For more information, visit https://flashsportsandmedia.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the Company’s expectations, plans, objectives, and future performance, including its ability to maintain compliance with applicable listing standards of The Nasdaq Stock Market LLC and execute its business strategy.

These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Additional information regarding these risks and uncertainties is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by law.

Investor Contact:

investors@urban-gro.com

Source: urban-gro, Inc.