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): ~~February~~March 279, 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))

☐

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 47.01 ~~Changes~~Regulation inFD ~~Registrant’s Certifying Accountant~~Disclosure.

On ~~February 27~~March 9, 2026, ~~urban-gro, Inc. (~~the “Company~~”) dismissed~~ ~~Sadler,~~issued ~~Gibb~~a &press ~~Associates~~release, ~~LLC~~a ~~(“Sadler”)~~copy asof ~~the~~which ~~Company’s~~is ~~independent~~furnished ~~registered~~as ~~public~~Exhibit ~~accounting firm~~99. ~~The~~1 ~~decision to dismiss Sadler was approved by the audit committee of the Company’s board of directors on February 27, 2026~~hereto.

~~Sadler~~The ~~had~~information in ~~been~~this ~~retained~~Item by7.01, ~~the~~including ~~Company~~Exhibits ~~on May 29~~99.1, ~~2024.~~is ~~Sadler’s reports~~furnished onand ~~the~~shall ~~Company’s~~not ~~consolidated~~be ~~financial~~deemed ~~statements~~“filed” asfor purposes of ~~and~~Section ~~for~~18 of the Exchange ~~fiscal~~Act, ~~years~~or ~~ended~~otherwise ~~December~~subject ~~31,~~to ~~2022,~~liabilities ~~2023~~under that section, and ~~2024 did~~shall not ~~contain~~be ~~any~~deemed ~~adverse~~to ~~opinion~~be orincorporated aby ~~disclaimer~~reference into the filings of ~~opinion,~~the ~~nor~~Company ~~were~~under ~~they~~the ~~qualified~~Securities Act or ~~modified~~the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to ~~uncertainty,~~the ~~audit~~materiality ~~scope~~of orany information of the information contained in this Item 7.01, including ~~accounting~~Exhibit ~~principles~~99.1.

~~From~~The press release contains forward-looking statements within the ~~date~~meaning ~~Sadler~~of ~~was~~the ~~engaged~~Private bySecurities Litigation Reform Act of 1995. With the ~~Company~~exception ~~through~~of historical matters, the ~~date~~matters discussed in the press releases include forward-looking statements within the meaning of ~~dismissal,~~applicable securities ~~there~~laws. ~~have~~Such ~~been~~forward-looking nostatements ~~disagreements~~include, ~~with~~among others, statements regarding the ~~former~~Company’s ~~accountants~~projects, onpotential ~~any~~financial performance, ~~matter~~and ofgrowth ~~accounting~~opportunities. ~~principles~~The orwords “believes,” “expects,” “intends,” “plans,” ~~practices~~“anticipates,” ~~financial~~“hopes,” ~~statement~~“likely,” ~~disclosure~~“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 ~~auditing~~achievements ~~scope~~of the Company (or ~~procedure,~~entities in which ~~disagreement~~the Company has interests), ifor ~~not~~industry ~~resolved~~results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the ~~satisfaction~~Company’s ofactual future results to differ materially from those ~~Sadler~~discussed are noted in connection with such statements, ~~would~~but ~~have~~other ~~caused~~unanticipated ~~them~~factors tocould ~~make~~arise. ~~reference~~Certain ~~thereto~~risks regarding the Company’s forward-looking statements are discussed in ~~their~~the ~~report~~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 ~~financial~~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.

~~From the date Sadler was engaged by the Company through the date of dismissal, there have been no reportable events, as that term is defined in~~ Item ~~304(a)(1)(v) of under the Securities~~ ~~Exchange~~9.01. ~~Act~~Financial ofStatements ~~1934,~~and ~~as amended~~Exhibits.

~~The~~(d) ~~Company has requested Sadler to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statement made above by the Company~~Exhibits. ~~A copy of such letter, dated March 3, 2026, is filed herewith as Exhibit 16.1 and incorporated herein by reference.~~

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

On March 3, 2026, Suri and Co., Chartered Accountants (“Suri”), Certified Public Accountants of Chennai, India, were appointed by the Company to audit the Company’s financial statements for the year ended December 31, 2025.

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

During the Company’s two most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither the Company nor anyone on its behalf consulted Suri regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered of the Company’s consolidated financial statements, nor has Suri provided to the Company a written report or oral advice regarding such principles or audit opinion, or (2) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

~~Item 8.01. Other Events~~SIGNATURES

OnPursuant ~~March~~to ~~4, 2026,~~ the ~~Company received a written~~requirements ~~notice~~of ~~from~~ the ~~Listing~~Securities ~~Qualifications~~Exchange ~~staff~~Act ~~(the “Staff”)~~ of ~~The~~1934, ~~Nasdaq Stock Market LLC (“Nasdaq”) informing~~ the ~~Company~~registrant ~~that it~~ has ~~regained~~duly ~~compliance~~caused ~~with~~this ~~the~~report ~~Stockholders’~~to ~~Equity~~be ~~Requirement,~~signed ~~the~~on ~~Annual~~its ~~Meeting~~behalf ~~Requirement~~by ~~and~~ the ~~Timely~~undersigned hereunto ~~Filing~~duly ~~Requirement~~authorized.

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

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

As previously reported, on October 14, 2025, urban-gro, Inc. (the “Company”) attended a hearing before a Nasdaq Hearings Panel (the “Panel”) in connection with a determination letter that the Company received from the Nasdaq Listing Qualifications Department on August 28, 2025 due to the Company’s non-compliance with (i) Nasdaq Listing Rule 5550(a)(2) due to the Company’s common stock having had a bid price of less than $1.00 per share for 30 consecutive business days (the “Bid Price Rule”), (ii) Nasdaq Listing Rule 5250(c)(1) due to the Company’s delay in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025 (the “Timely Filing Requirement”), and (iii) Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain minimum stockholders’ equity of $2.5 million (the “Stockholders’ Equity Requirement”). Also as previously reported, on October 30, 2025, the Company received a notice from Nasdaq notifying the Company that the Panel had determined to grant the Company’s request to continue its listing on The Nasdaq Capital Market, conditioned on the Company regaining compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement on or before December 31, 2025 and regaining compliance with the Bid Price Rule on or before January 28, 2026. The Company also received a determination letter on November 18, 2025 with respect to the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended September 30, 2025, resulting in an additional basis for delisting the Company’s securities. Additionally, as previously reported, on January 6, 2026, the Company received a determination letter (the “Letter”) from Nasdaq stating that because the Company did not hold an annual meeting of stockholders within twelve months from the Company’s prior fiscal year end as required by Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”), the resulting non-compliance would be an additional basis for delisting the Company’s securities.

On January 13, 2026, the Panel notified the Company that it had granted a further extension to regain compliance with the Stockholders’ Equity Requirement, the Annual Meeting Requirement and the Timely Filing Requirement on or before February 17, 2026 and with the Bid Price Rule on or before February 24, 2026.

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
16.1		Letter to SEC from Sadler, Gibb & Associates, LLC dated March 3, 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 5, 2026	URBAN-GRO, INC.
	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

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