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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): January
30, 2026
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 Number) |
|
(IRS Employer Identification No.) |
1751 Panorama Point, Unit G
Lafayette, Colorado 80026
(Address and Zip Code of principal executive offices)
(720) 390-3880
(Registrant’s telephone number, including
area code)
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 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 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on January 30, 2026,the shareholders
of urban-gro, Inc. (the “Company”) approved an amendment to the Company’s 2021 Omnibus Stock Incentive Plan (the “2021
Plan”) to increase the number of shares authorized for issuance under the 2021 Plan by 5,000,000 and to increase the individual
award limit (the “Plan Amendment”). The Plan Amendment was included as Proposal 2 in
the Company’s the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January
20, 2026 (the “Proxy Statement”). A copy of the 2021 Plan, as amended to reflect
the Plan Amendment, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
On January 30, 2026, the Company held its
2025 Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of the Company, commencing at 8:00 a.m. Mountain
Time. Of the Company’s 14,802,789 shares of common stock issued and outstanding and eligible to vote as of the record
date of December 12, 2025, a quorum of 8,273,664 shares, or approximately 55.9% of the eligible shares, were represented at the Annual
Meeting either in person or by proxy. No broker non-votes were received.
A description of each matter voted upon at
the Annual Meeting is described in detail in the Proxy Statement. The matters voted upon at the
Annual Meeting and the final results of such voting are set forth below:
Proposal 1 - Election of Directors
Each of the director nominees listed below were elected as directors
for a one-year term, such term to continue until the annual meeting of stockholders in 2026 and until such directors’ successors
are duly elected and qualified. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus
votes against were not applicable. The results of the election were as follows:
| Name |
|
Votes For |
|
Votes Withheld |
| Anita Britt |
|
7,541,002 |
|
732,662 |
| David Hsu |
|
7,469,383 |
|
804,281 |
| James R. Lowe |
|
7,469,641 |
|
804,023 |
| Sonia Lo |
|
7,474,619 |
|
799,045 |
| Bradley J. Nattrass |
|
7,474,272 |
|
799,392 |
Proposal 2 – Approval of Plan Amendment
The Plan Amendment as described in Item 5.02 above was approved. The
results of the vote were as follows:
| Votes For |
|
Votes Against |
|
Votes Abstained |
| 7,074,010 |
|
1,040,591 |
|
159,063 |
Proposal 3 – Ratification of Auditor
The appointment of Sadler, Gibb & Associates, LLC to serve
as the Company’s independent registered public accounting firm for the year ended December 31, 2025 was ratified. The results
of the vote were as follows:
| Votes For |
|
Votes Against |
|
Votes Abstained |
| 7,961,967 |
|
291,407 |
|
20,290 |
Proposal 4 – Non-Binding Advisory Approval of Executive
Compensation
The compensation of the Company’s named executive officers as
disclosed in the Proxy Statement was approved on a non-binding, advisory basis. The results of the vote were as follows:
| Votes For |
|
Votes Against |
|
Votes Abstained |
| 7,532,157 |
|
656,324 |
|
85,183 |
Proposal 5 – Approval of Reverse Stock Split Authority
The amendment to the Company’s Amended and Restated Certificate
of Incorporation to effect a reverse stock split of the shares of the Company’s common stock at a ratio of not less than 1-for-2 and
not greater than 1-for-25, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined
by the Board of Directors, was approved. The results of the vote were as follows:
| Votes For |
|
Votes Against |
|
Votes Abstained |
| 7,973,361 |
|
299,858 |
|
445 |
Proposal 6 – Approval of Charter Amendment for Increase
in Authorized Common Stock
The amendment to the Company’s Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of common stock to 200,000,000, was approved. The results of the vote were
as follows:
| Votes For |
|
Votes Against |
|
Votes Abstained |
| 7,599,713 |
|
593,665 |
|
80,286 |
Proposal 7 – Approval of Adjournment of Annual Meeting
The proposal to adjourn the Annual Meeting, if necessary, in order
to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of
the Annual Meeting was approved. The results of the vote were as follows:
| Votes For |
|
Votes Against |
|
Votes Abstained |
| 7,507,991 |
|
740,792 |
|
24,881 |
Because Proposals 1 through
6 were approved, no such adjournment was deemed necessary.
Item 9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
The Company hereby files or furnishes, as
applicable, the following exhibits:
| Exhibit No. |
|
Description |
| 10.1 |
|
urban-gro, Inc. 2021 Stock Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 20, 2026) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 30, 2026 |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
