10-K/A: Urban-Gro Files Amended 10-K to Correct Exhibit Index and Add Omitted Exhibits
Annual Report Amendment
Urban-Gro, Inc. filed an amendment to its annual report on Form 10-K to correct the exhibit index and include previously omitted exhibits, with no changes to the financial results or other disclosures.
Summary
- Urban-Gro, Inc. has filed an amendment to its annual report on Form 10-K, designated as Amendment No. 1.
- The primary reason for this amendment is to rectify the exhibit index, which had inadvertently failed to incorporate previously filed exhibits and their filing dates.
- Additionally, the amendment includes exhibits that were unintentionally omitted from the original filing.
- The company's principal executive officer and principal financial officer have provided new certifications as required by the Exchange Act.
- This amendment does not alter any other information or disclosures in the original filing, and it should be read in conjunction with subsequent filings.
- The amendment is effective as of the original filing date, March 28, 2024.
Sentiment
Score: 6
Explanation: The sentiment is neutral as the document is a routine amendment to correct errors. There are no indications of positive or negative financial performance, but the need for an amendment is a minor negative.
Positives
- The company is taking steps to ensure compliance with SEC regulations by correcting the exhibit index.
- The amendment does not indicate any issues with the financial results or other disclosures in the original filing.
- The company is providing updated certifications from its CEO and CFO.
Negatives
- The need for an amendment suggests an oversight in the original filing process.
- The original filing had errors in the exhibit index and omitted exhibits.
Risks
- The need for an amendment could raise questions about the company's internal controls and filing procedures.
- Failure to properly file exhibits could lead to further regulatory scrutiny.
Future Outlook
The company has not undertaken to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events.
Management Comments
- Richard A. Akright, Chief Financial Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact.
- Bradley Nattrass, Chairperson of the Board of Directors and Chief Executive Officer, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact.
Industry Context
This filing is a routine amendment to correct administrative errors and does not indicate any significant changes in the company's business or financial position. It is common for companies to file amendments to correct errors or omissions in their filings.
Comparison to Industry Standards
- The need for an amended filing to correct exhibit indexing is not uncommon, but it does highlight the importance of robust internal controls over financial reporting.
- Other companies in the sector, such as GrowGeneration Corp. and Scotts Miracle-Gro, also file regular reports with the SEC, and while they may have similar filings, the specific need for an amendment is unique to Urban-Gro in this instance.
- The clawback policy is in line with industry standards and regulatory requirements.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clawback Policy | The Board of Directors has adopted a clawback policy to recoup certain executive compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements. | Not specified, but effective as of the date of adoption by the Board. | This policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 and aims to reinforce the company's pay-for-performance compensation philosophy. |
Stakeholder Impact
- Shareholders may be concerned about the need for an amendment, but the company has clarified that it is only to correct the exhibit index.
- The clawback policy may impact executive compensation in the event of an accounting restatement.
Next Steps
- The company will file its definitive proxy statement relating to the 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year.
Key Dates
| Date | Description |
|---|---|
| July 22, 2015 | Business Lease between JW Properties, LLC and Registrant. |
| September 1, 2017 | Commercial Lease Agreement between Bravo Lighting, LLC and Registration. |
| October 18, 2018 | Promissory Note between urban-gro, Inc. and Cloud9 Support Inc. |
| August 27, 2019 | urban-gro, Inc. 2019 Equity Incentive Plan filed. |
| February 21, 2020 | Promissory Note between urban-gro, Inc. and Cloud9 Support Inc. |
| February 25, 2020 | Subordination Agreement between urban-gro, Inc. and Cloud9 Support Inc. |
| July 1, 2020 | Employment Agreements between urban-gro, Inc. and Bradley Nattrass and Richard Akright. |
| September 4, 2020 | First Amendment to Loan Agreement. |
| September 18, 2020 | Agreement between urban-gro, Inc. and George (Bob) Pullar. |
| October 30, 2020 | Certificate of Incorporation and Bylaws of urban-gro, Inc. filed. |
| November 25, 2020 | Form of Amended and Restated Promissory Notes and Convertible Promissory Note filed. |
| December 18, 2020 | Form of Convertible Promissory Note filed. |
| January 5, 2021 | Certificate of Amendment to Certificate of Incorporation of urban-gro, Inc. filed. |
| January 12, 2021 | Amendment No. 1 to Bylaws of urban-gro, Inc. filed. |
| March 14, 2022 | Acquisition Agreement and Plan of Merger filed. |
| May 2, 2022 | First Amendment to Acquisition Agreement and Plan of Merger filed. |
| January 12, 2023 | Employment Agreement between urban-gro, Inc. and Jason T. Archer. |
| June 21, 2023 | Amended and Restated Certificate of Incorporation and Amendment No. 2 to Bylaws of urban-gro, Inc. filed. |
| December 12, 2023 | Line of Credit Agreement and Promissory Note with UG Construction and Lender. |
| March 28, 2024 | Original Filing Date of the Annual Report on Form 10-K. |
| April 22, 2024 | Date of share count: 12,318,761 shares of Common Stock outstanding. |
| April 25, 2024 | Date of the amended 10-K/A filing and certifications. |
Keywords
10-K/A, amendment, exhibit index, financial reporting, SEC filing, Sarbanes-Oxley Act, urban-gro, compliance
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