8-K: urban-gro Faces New Nasdaq Delisting Threat

urban-gro, Inc. received an additional Nasdaq delisting notice for failing to timely file its Q3 2025 Quarterly Report on Form 10-Q, compounding existing compliance issues.

Summary

• urban-gro, Inc. received a determination letter from Nasdaq on November 18, 2025, notifying the company of an additional basis for delisting due to its failure to timely file the Quarterly Report on Form 10-Q for the period ended September 30, 2025.
• This new deficiency falls under Nasdaq Listing Rule 5250(c)(1), the Timely Filing Requirement.
• Previously, on October 30, 2025, a Nasdaq Hearings Panel had granted the company's request for continued listing, conditioned upon regaining compliance with several rules by specific deadlines.
• The prior conditions included regaining compliance with the Timely Filing Requirement (for previous delinquencies) and the Stockholders Equity Requirement ($2.5 million minimum) by December 31, 2025.
• The company was also required to regain compliance with the Bid Price Rule ($1.00 per share minimum) by January 28, 2026.
• The Nasdaq Panel will now consider this additional deficiency in its decision regarding the company's continued listing.
• The company is required to present its views in writing to the Panel by November 25, 2025, and intends to make this submission.
• There is no assurance that the company will be able to regain compliance with any of the Nasdaq listing standards.

Sentiment

Score: 2

Explanation: The company faces multiple, severe Nasdaq listing deficiencies, including repeated failures to file financial reports, low bid price, and insufficient stockholders' equity. The receipt of an additional delisting notice significantly heightens the risk of delisting, indicating severe operational and financial distress with no clear path to assured compliance.

Negatives

• Failure to timely file the Quarterly Report on Form 10-Q for the period ended September 30, 2025, creating an additional basis for delisting.
• Existing non-compliance with Nasdaq's Bid Price Rule, requiring the common stock to maintain a bid price of at least $1.00 per share.
• Existing non-compliance with Nasdaq's Timely Filing Requirement for its Annual Report on Form 10-K for fiscal year 2024 and Quarterly Reports on Form 10-Q for Q1 and Q2 2025.
• Existing non-compliance with Nasdaq's Stockholders Equity Requirement, mandating a minimum of $2.5 million in stockholders' equity.
• No assurance from management that the company will be able to regain compliance with any of the Nasdaq listing rules.

Risks

• Inability to regain compliance with the Bid Price Rule.
• Inability to regain compliance with the Timely Filing Requirement.
• Inability to regain compliance with the Stockholders Equity Requirement.
• Failure to satisfy other requirements for continued listing under applicable Nasdaq Listing Rules.
• Potential delisting of the company's securities from The Nasdaq Capital Market.
• Risks associated with the company's ability to negotiate and execute definitive transaction documents for the previously announced merger transaction involving Flash Sports & Media.
• Inability to accurately forecast revenues and costs.
• Competition for projects in the company's markets.
• Factors that could cause delays or the cancellation of projects in the company's backlog or its ability to secure future projects.
• Inability to maintain favorable relationships with suppliers.
• Risks associated with reliance on key customers and suppliers.
• Inability to attract and retain key personnel.
• Results of litigation and other claims and insurance coverage issues.
• Inability to implement effective internal controls.
• Inability to execute on its strategic plans.
• Inability to achieve and maintain cost savings.
• Inability to make required filings with the Securities and Exchange Commission.

Future Outlook

The company intends to submit its views to the Nasdaq Panel by November 25, 2025, regarding the additional deficiency. However, there is no assurance that the company will be able to regain compliance with the Bid Price Rule, the Timely Filing Requirement, or the Stockholders Equity Requirement, or otherwise satisfy the requirements for continued listing under applicable Nasdaq Listing Rules.

Management Comments

• The Company intends to make such submission by the requested date.
• There can be no assurance that the Company will be able to regain compliance with the Bid Price Rule, the Timely Filing Requirement, or the Stockholders Equity Requirement, or otherwise satisfy the requirements for continued listing under applicable Nasdaq Listing Rules.

Industry Context

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Stakeholder Impact

• Shareholders: Significant risk of delisting, which could lead to reduced liquidity, lower share price, and potential loss of investment. Uncertainty regarding the company's future on a major exchange.
• Employees: Potential impact on morale and job security due to financial and operational instability.
• Customers/Suppliers: Potential concerns about the company's long-term viability and ability to fulfill obligations.
• Creditors: Increased risk perception, potentially affecting future financing terms.

Next Steps

• Submit written views to the Nasdaq Panel by November 25, 2025, regarding the additional deficiency.
• Regain compliance with the Timely Filing Requirement (for previous filings) and the Stockholders Equity Requirement by December 31, 2025.
• Regain compliance with the Bid Price Rule by January 28, 2026.

Key Dates

Recommendation

The company is in severe regulatory distress, facing multiple and compounding Nasdaq delisting threats, including repeated failures to file mandatory financial reports, a sustained low stock price, and insufficient stockholders' equity. The latest notice for an additional filing delinquency further exacerbates an already precarious situation. There is no assurance of regaining compliance, and delisting would severely impair liquidity and investor confidence, making the stock a high-risk proposition with significant downside potential.

Keywords

Nasdaq, delisting, UGRO, urban-gro, 10-Q, 8-K, SEC filing, compliance, listing standards, bid price, stockholders equity, timely filing, regulatory, financial reporting