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 9, 2023

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. ☐

urban-gro, Inc. Reports Record Backlog Heading into 2023 and Reaffirms Fourth Quarter 2022 Financial Guidance.

On January 9, 2023, urban-gro, Inc. (the “Company”) issued a press release reporting record backlog entering our 2023 fiscal year and reaffirming our financial guidance for fourth quarter 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company also announced that Bradley Nattrass, Chairman and CEO, will participate in a fireside chat on Tuesday, January 10 at 3:00 pm ET. Additionally, management will be available for investor meetings with registered participants on Monday, January 9 and Tuesday, January 10. A live audio webcast of the fireside chat will be accessible in the News & Events section on the Company’s Investor Relations website at ir.urban-gro.com.

To schedule a one-on-one meeting with management at these conferences, attendees should contact investors@urban-gro.com or their conference host representative.

The information furnished pursuant to Item 7.01 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, shall not be deemed incorporated by reference into any of the Company’s reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing. The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

(d) Exhibits.

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.