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)

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:

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

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. ☐

On November 1, 2022, urban-gro, Inc. (the “Company”) announced it has, through its subsidiary urban-gro Engineering, Inc. (“urban-gro Engineering”), closed on an acquisition of substantially all the assets of Dawson Van Orden, Inc., d/b/a DVO, a world-class engineering firm with significant experience in indoor CEA, subject to customary conditions, for a total purchase consideration of up to $7.2 million. A copy of the press release with more information regarding this transaction is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Current Report on Form 8-K under Item 7.01, including the press release filed as Exhibit 99.1, is being “furnished” and not “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, unless specifically identified as being incorporated therein by reference.

The Company and urban-gro Engineering executed the Asset Purchase Agreement to acquire substantially all the assets of Dawson Van Orden, Inc. (the “Transaction”), on October 31, 2022, subject to customary conditions. The Company expects to fund the $7.2 million Transaction, which includes a contingent consideration of up to $1.1 million paid in cash or equity at the Company’s discretion, through a combination of $1.2 million in cash, a promissory note of $3.8 million paid out over four quarters, and 271,875 shares of UGRO common stock, equivalent to a pre-set price of $4 per share.

(d) Exhibits.

The information in this report and the exhibit hereto regarding how the Company expects to fund the acquisition and statements about the benefits of the acquisition 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. 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 including that the Company may be unable to successfully cross-sell its and DVO’s products and services, improve margins, successfully integrate DVO’s workforce and meet the demand for its services and products. 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.