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):
December 31, 2020
urban-gro,
Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-52898
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46-5158469
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(Commission File Number)
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(IRS Employer Identification No.)
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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
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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N/A
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N/A
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N/A
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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. ☐
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 31, 2020, urban-gro, Inc. (“urban-gro”)
filed a certificate of amendment to urban-gro’s certificate of incorporation with the Secretary of State of the State of
Delaware (the “Certificate of Amendment”), which effected a one-for-six reverse stock split (the “reverse split”)
of urban-gro’s issued and outstanding shares of common stock at 5:01 PM Eastern Time on that date.
As a result of the reverse split, every
six shares of common stock issued and outstanding was converted into one share of common stock. No fractional shares were issued
in connection with the reverse split. Stockholders who would otherwise be entitled to a fractional share of common stock will instead
receive a cash payment equal to such fraction multiplied by the average of the closing sales prices of the common stock (as adjusted
to give effect to the reverse split) on the OTCQX marketplace for the five consecutive trading days immediately preceding the effective
date.
The reverse split did not change the par
value of the common stock or the authorized number of shares of common stock. The reverse split affected all stockholders uniformly
and did not alter any stockholder’s percentage interest in urban-gro’s equity (other than as a result of the payment
of cash in lieu of fractional shares). All of urban-gro’s options, warrants, and other convertible securities that were outstanding
immediately before the effectiveness of the Certificate of Amendment also were adjusted by dividing the number of shares of common
stock into which the options, warrants, and other convertible securities were exercisable or convertible by six and multiplying
the exercise or conversion price thereof by six, all in accordance with the terms of the plans, agreements, or arrangements governing
such options, warrants, and other convertible securities.
The common stock will begin trading on
the OTCQX on a post-reverse split basis when the market opens on January 6, 2021 and will trade under the ticker symbol “UGROD”
for 20 trading days. The new CUSIP number for urban-gro’s common stock following the reverse split is 91704K202.
The foregoing description of the Certificate
of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by
reference.
Urban-gro issued a press release regarding
the reverse split on January 5, 2021. The full text of the press release is furnished as Exhibit 99.1 to this Report.
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Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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URBAN-GRO, INC.
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Date: January 5, 2021
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By:
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/s/ Bradley Nattrass
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Bradley Nattrass
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Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
URBAN-GRO, INC.
urban-gro, Inc. (the “Corporation”),
a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
First: The name of the Corporation
is urban-gro, Inc.
Second: This Certificate of Amendment
(the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on October 29, 2020.
Third: That Article IV of the Certificate
of Incorporation of the Corporation (the “Certificate of Incorporation”), is hereby amended by deleting Section
1 of Article IV in its entirety and inserting the following in lieu thereof:
Section 1. Authorized Shares. The
Corporation is authorized to issue two classes of stock to be designated common stock (“Common Stock”) and preferred
stock (“Preferred Stock”). The number of shares of Common Stock authorized to be issued is one hundred million
(100,000,000), par value $0.001 per share, and the number of shares of Preferred Stock authorized to be issued is ten million (10,000,000),
par value $0.10 per share. Effective upon this Certificate of Amendment to the Certificate of Incorporation becoming effective
pursuant to the General Corporation Law (the “Effective Time”), the shares of Common Stock issued and outstanding
or held in treasury immediately prior to the Effective Time (the “pre-Reverse Split Common Stock”) shall be
reclassified into a different number of shares of Common Stock (the “post-Reverse Split Common Stock”) such
that each six (6) shares of pre-Reverse Split Common Stock shall, at the Effective Time, be automatically reclassified into
one share of post-Reverse Split Common Stock (such reclassification and combination of shares, the “Reverse Split”).
The par value of the Common Stock following the Reverse Split shall remain at $0.001 per share. No fractional shares of Common
Stock shall be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the exchange
agent selected by the Corporation of a properly completed and duly executed transmittal letter and, where shares are held in certificated
form, the surrender of the stock certificate(s) formerly representing shares of pre-Reverse Split Common Stock, any stockholder
who would otherwise be entitled to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following
the Effective Time (after taking into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such
stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split
Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the quoted prices of a share of
the Corporation’s Common Stock (as adjusted to give effect to the Reverse Split) on the OTC Market, Inc.’s OTCQX during
regular trading hours for the five (5) consecutive trading days immediately preceding the date this Certificate of Amendment to
Certificate of Incorporation is filed with the Secretary of State of the State of Delaware. Each stock certificate that, immediately
prior to the Effective Time, represented shares of pre-Reverse Split Common Stock shall, from and after the Effective Time, automatically
and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares
of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall
have been combined (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Split Common Stock as
set forth above). Each holder of record of a certificate that represented shares of pre-Reverse Split Common Stock shall be entitled
to receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Split
Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined pursuant
to the Reverse Split, as well as any cash in lieu of fractional shares of post-Reverse Split Common Stock to which such holder
may be entitled as set forth above, provided that the Corporation may request such stockholder to exchange such stockholder’s
certificate or certificates that represented shares of pre-Reverse Split Common Stock for shares held in book-entry form through
the Depository Trust Company’s Direct Registration System representing the appropriate number of whole shares of post-Reverse
Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate or certificates shall
have been combined. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares
of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.
Fourth: The foregoing amendment was
duly adopted in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware.
Fifth: That this Certificate of Amendment
to the Certificate of Incorporation shall be effective as of 5:01 pm on the date of filing.
* * * * * * * *
IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Amendment to be signed by its Chief Financial Officer this 31st day of December, 2020.
URBAN-GRO, INC.
By: /s/ Richard A. Akright
Name: Richard A. Akright
Title: Chief Financial Officer
Exhibit 99.1
urban-gro,
Inc. Announces Reverse Stock Split
Lafayette, CO (January 5, 2021)
– urban-gro, Inc. (OTCQX: UGRO) (“urban-gro” or the “Company”), a leading global horticulture company
that engineers and designs commercial Controlled Environment Agriculture (“CEA”) facilities and integrates complex
environmental equipment systems into these high-performance facilities, announced today that the Company has effected a 1-for-6
reverse split of its issued and outstanding shares of common stock. Shares of urban-gro’s common stock will begin trading
on a split-adjusted basis under the ticker symbol “UGROD” on the OTCQX on January 6, 2021 for a period of 20 trading
days, after which the ticker symbol will revert to “UGRO”. The new CUSIP number for urban-gro’s common stock
following the reverse split is 91704K202.
In connection with the reverse split, every
6 shares of issued and outstanding common stock will be converted into 1 share of issued and outstanding common stock, and the
outstanding shares of common stock will be reduced from approximately 28.3 million shares to approximately 4.7 million shares.
All of urban-gro’s options, warrants, and other convertible securities that were outstanding immediately before the effectiveness
of the reverse split also were adjusted by dividing the number of shares of common stock into which the options, warrants, and
other convertible securities were exercisable or convertible by six and multiplying the exercise or conversion price thereof by
six, all in accordance with the terms of the plans, agreements, or arrangements governing such options, warrants, and other convertible
securities.
No fractional shares will be issued. Instead,
in lieu of any fractional shares to which a stockholder of record would otherwise be entitled as a result of the reverse split,
the Company will pay cash (without interest) equal to such fraction multiplied by the average of the closing prices of a share
of the Company’s common stock (as adjusted to give effect to the reverse split) on the OTC Market, Inc.’s OTCQX marketplace
for the five (5) consecutive trading days immediately preceding the effective date of the reverse split. After the reverse split,
a stockholder otherwise entitled to a fractional interest will not have any voting, dividend or other rights with respect to such
fractional interest except to receive payment as described above.
Once effective, all registered holders
of the Company’s common stock who hold their shares electronically in book-entry form with the Company’s transfer agent,
Equiniti Trust Company (f/k/a Corporate Stock Transfer) (“Equiniti”), will receive a statement from Equiniti reflecting
the number of shares of the Company’s common stock registered in their accounts, along with payment in lieu of any fractional
shares. No action needs to be taken by shareholders of record to receive post-split shares and payment in lieu of fractional shares
(if any) because the exchange will be automatic. Stockholders holding certificated shares (i.e., shares represented by one or more
physical stock certificates) will be requested to exchange their old stock certificate or certificates for shares held in book-entry
form through the Depository Trust Company’s Direct Registration System representing the appropriate number of whole shares
of the Company’s common stock resulting from the reverse split.
Non-registered stockholders holding shares
of the Company’s common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees
may have different procedures for processing the reverse split and making payment for fractional shares than those that the Company
would put in place for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have
questions in this regard, you are encouraged to contact your nominee.
About urban-gro, Inc.
urban-gro,
Inc. (OTCQX: UGRO) is a leading engineering design and services company focused on the commercial horticulture market. We
engineer and design commercial Controlled Environment Agriculture (“CEA”) facilities and then integrate complex environmental
equipment systems into these high-performance facilities. Operating in the global market, our custom-tailored approach to
design, procurement, and equipment integration provides a single point of accountability across all aspects of growing operations.
We also help our clients achieve operational efficiency and economic advantages through a full spectrum of professional services
and programs focused on facility optimization and environmental health. Visit www.urban-gro.com to learn more.
Safe
Harbor Statement
This press
release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. When used in this release, terms such as “believes,”
“estimates,” “should,” “could,” “would,” “plans,” “expects,”
“intends,” “anticipates,” “may,” “forecasts,” “projects” and similar
expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements.
Such forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related
to the demand for our services and products, our ability to manage the adverse effect brought on by the COVID-19 pandemic, our
ability to execute on our strategic plans, our ability to achieve positive cash flows or profitability, our ability to achieve
and maintain cost savings, the sufficiency of our liquidity and capital resources, and our ability to achieve our key initiatives
for 2020. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s
filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements
to reflect events or circumstances after the date hereof, except as may be required by law.
urban-gro Investor Relations Contact:
Jenene Thomas
Chief Executive Officer
JTC Team, LLC
T: 833.475.8247
UGRO@jtcir.com
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