### S-1 - REGISTRATION STATEMENT
S-1
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ea0291987-s1_urban.htm
REGISTRATION STATEMENT
As
filed with the United States Securities and Exchange Commission on May 26, 2026
under the Securities Act of 1933, as amended.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
URBAN-GRO, INC.
(Exact name of registrant as specified in its
charter.)
Delaware |
|
8090 |
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46-5158469 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Number) |
|
(IRS Employer
Identification No.)
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1751 Panorama Point, Unit G
Lafayette, Colorado 80026
(720) 390-3880
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Bradley J. Nattrass
Chairman and Chief Executive Officer
1751 Panorama Point, Unit G
Lafayette, CO 80026
(720) 390-3880
(Name, address, including zip code and telephone
number, including area code, of agent for service)
Copies to:
Rajiv Radia, Esq.
Whiteford, Taylor & Preston LLP
1021 E. Cary Street, Suite 2001
Richmond, VA 23219
(804) 807-7376
As soon as practicable after the effective
date of this Registration Statement.
(Approximate date of commencement of proposed
sale to the public)
If any of the securities being registered on this
form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
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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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section
8(a), may determine.
The information in this preliminary prospectus
is not complete and may be changed. The registrant named in this preliminary prospectus may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS - SUBJECT TO COMPLETION,
DATED MAY 26, 2026
URBAN-GRO,
INC.
6,300,000 Shares of Common Stock
This prospectus relates to the resale from time
to time of up to 6,300,000 shares of common stock, par value $0.001(the “ Common Stock ”), of urban-gro, Inc., a Delaware
corporation (the “ Company ,” “ we ,” “ our ,” and “ us ”), by Hudson
Global Ventures, LLC (the “ Selling Stockholder ”). The 6,300,000 shares of Common Stock registered under the registration
statement of which this prospectus forms a part (the “ Registration Statement ”) consists of (i) up to 6,244,800 shares
of Common Stock (the “ ELOC Shares ”) issued or issuable to the Selling Stockholder as a result of the Company directing
the Selling Stockholder to purchase such shares from time to time pursuant to an Equity Purchase Agreement dated February 4, 2026 and
an amendment to the ELOC Purchase Agreement dated April 20, 2026 (collectively, the “ ELOC Purchase Agreement ”) and
(ii) up to 55,200 shares issuable pursuant to a warrant issued to the Selling Stockholder as a commitment fee upon the execution of the
ELOC Purchase Agreement (the “ Warrant ” and such shares, the “ Exercise Shares ”, and, together with
the ELOC Shares, the “ Securities ”). We currently have reserved 200,000 shares of Common Stock for issuance in connection
with a put notice under the ELOC Purchase Agreement (each a “ Put Notice ”) and/or notice of exercise under the Warrant
signed by the Selling Stockholder (each an “ Exercise Notice ”) (the “ Reserve Shares ”). See the section
of this prospectus entitled “ The ELOC Purchase Agreement ” for a description of the terms and conditions of the ELOC
Purchase Agreement, including the ELOC Shares, the Warrant and the Exercise Shares.
The ELOC Purchase Agreement and Warrant were executed
prior to the Company’s 1-for-25 reverse stock split effected on February 9, 2026. All share numbers and per-share prices in this
Registration Statement have been adjusted to reflect the reverse stock split. Under the terms of the Warrant, the exercise price and number
of shares issuable upon exercise automatically adjusted upon the reverse stock split.
The Selling Stockholder may sell the shares of
Common Stock described in this prospectus in a number of different ways and at varying prices determined by the prevailing market price
for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the
proceeds from the sale of shares of Common Stock by the Selling Stockholder. However, we may receive up to $54,000,000 in aggregate gross
proceeds under the ELOC Purchase Agreement. We provide more information about how the Selling Stockholder may sell its shares of Common
Stock in the section of this prospectus entitled “ Plan of Distribution .”
Each Selling Stockholder is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the
resale of their shares of common stock hereunder.
We will pay the expenses incurred in registering
the Common Stock described in this prospectus, including legal and accounting fees. To the extent the Selling Stockholder decide to sell
their shares of Common Stock we will not control or determine the price at which the shares are sold.
Our Common Stock is traded on Capital Market tier of The Nasdaq Stock
Market LLC (“ Nasdaq ”) under the symbol “UGRO”. The last reported sale price of our Common Stock on Nasdaq
on May 21, 2026, was $4.00 per share.
We may amend or supplement this prospectus from
time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements
carefully before you make your investment decision.
We are a “smaller reporting company,”
each as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for
this prospectus and may elect to do so in future filings. See the section of this prospectus entitled “ Implications of Being a
Smaller Reporting Company .”
Investing in our securities involves a high
degree of risks. See the section of this prospectus entitled “ Risk Factors ” beginning on page 15 of the prospectus.
You should carefully consider these risk factors, as well as the information contained in this prospectus and in the documents incorporated
by reference into this prospectus, before you invest in any of our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May 26, 2026
TABLE OF CONTENTS
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Page |
ABOUT THIS PROSPECTUS |
ii |
PROSPECTUS SUMMARY |
1 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
13 |
THE OFFERING |
14 |
RISK FACTORS |
15 |
USE OF PROCEEDS |
25 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION |
26 |
SELLING STOCKHOLDER |
34 |
THE ELOC PURCHASE AGREEMENT |
35 |
PLAN OF DISTRIBUTION |
39 |
DESCRIPTION OF CAPITAL STOCK |
40 |
LEGAL MATTERS |
43 |
EXPERTS |
43 |
INFORMATION INCORPORATED BY REFERENCE |
44 |
WHERE YOU CAN FIND MORE INFORMATION |
44 |
INDEX TO FINANCIAL STATEMENTS |
F-1 |
i
ABOUT THIS PROSPECTUS
As used in this prospectus, unless the context
otherwise requires, references to “urban-gro,” the “Company,” “we,” “us,” “our”
and similar terms refer to urban-gro, Inc., a Delaware corporation, and its consolidated subsidiaries. References to shares of “Common
Stock” refer to shares of our common stock, par value $0.001 per share.
This prospectus is part of a Registration Statement
on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “ SEC ”) pursuant to which the Selling
Stockholder may, from time to time, offer and sell or otherwise dispose of the shares of our Common Stock described in this prospectus.
We will not receive any proceeds from the sale by the Selling Stockholder of the shares of Common Stock offered by them.
We may also file a prospectus supplement or post-effective
amendment to the Registration Statement that may contain material information relating to this offering. The prospectus supplement or
post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between
the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus
supplement or post-effective amendment, as applicable. The Registration Statement includes exhibits that provide more detail of the matters
discussed in this prospectus. You should read this prospectus, any post-effective amendment, and any applicable prospectus supplement
and the related exhibits filed with the SEC before making your investment decision. The Registration Statement and the exhibits can be
obtained from the SEC, as indicated under the section entitled “ Where You Can Find More Information .”
We incorporate by reference important information
into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “ Where
You Can Find More Information .” You should carefully read this prospectus as well as additional information described under
“ Information Incorporated By Reference ” before deciding to invest in our securities.
You should rely only on the information contained
in this prospectus, any related free-writing prospectus, and any prospectus to which we have referred you. Neither we nor the Selling
Stockholder has authorized anyone to provide you with any information or to make any representations other than those contained in this
prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred
you. We and the Selling Stockholder take no responsibility for and can provide no assurance as to the reliability of any other information
that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume
that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus
is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have
changed since those dates. Neither the delivery of this prospectus, nor any sale or delivery of our Common Stock, shall under any circumstances,
imply that there has been no change in our affairs since the date of this prospectus. This prospectus will be updated and made available
for delivery to the extent required by the federal securities laws. You should read carefully the entirety of this prospectus and the
documents incorporated by reference into this prospectus before making an investment decision.
Neither we nor the Selling Stockholder is making
an offer to sell our Common Stock in any jurisdiction where the offer or sale thereof is not permitted. The distribution of this prospectus
and the offering of our Common Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Common Stock
and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection
with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
This prospectus contains summaries of
certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred
to herein have been filed, will be filed or will be incorporated by reference as exhibits to the Registration Statement, and you may
obtain copies of those documents as described below under the section entitled “ Where You Can Find More
Information .”
Unless otherwise indicated, all financial information
contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States
of America (“U.S. GAAP” or “GAAP”). Certain amounts, percentages and other figures presented in this prospectus
have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent
the arithmetic summation or calculation of the figures that precede them.
ii
PROSPECTUS SUMMARY
This summary highlights information contained
elsewhere in this prospectus or that is incorporated by reference herein. This summary does not contain all of the information you should
consider before investing in our Common Stock. Before deciding to invest in our Common Stock, you should read this entire prospectus carefully,
including the section of this prospectus entitled “Risk Factors,” in our Annual Report on Form 10-K for the year ended December
31, 2024, on file with the SEC, and those risk factors identified in reports subsequently filed with the SEC, including our Quarterly
Reports on Form 10-Q, which are incorporated by reference into this prospectus.
Overview
urban-gro, Inc. was originally formed on March
20, 2014, as a Colorado limited liability company. On March 10, 2017, we converted to a Colorado corporation and exchanged shares of our
common stock for every member’s interest issued and outstanding on the date of conversion. On October 29, 2020, we reincorporated
as a Delaware corporation. On December 31, 2020, we effected a 1-for-6 reverse stock split with respect to our common stock. All information
in this Registration Statement gives effect to this reverse stock split, including restating prior period reported amounts. On February
12, 2021, we completed an uplisting to the Nasdaq under the ticker symbol “UGRO”. On February 9, 2026, we effected a 1-for-25
reverse stock split with respect to our common stock.
Since commencing business in March 2014, we expanded
our operations across North America and Europe while diversifying our services offerings organically and through acquisitions into full
design-build solutions by adding design, engineering, construction, and construction-management services, introducing new equipment solutions,
products and services, and successfully diversifying into several additional commercial sectors beyond the initial cannabis-focused Controlled
Environment Agriculture (“CEA”) sector, including produce-focused CEA; or vertical farming, healthcare, industrial, commercial
packaged goods (“CPG”), and retail.
After making the decision to exit our core business
sectors in the third quarter of 2025 due to changing market conditions and our inability to raise significant funds due to our filing
status and compliance with the Nasdaq, we began the process of selling assets, reducing our work force, and preparing the company for
a subsequent merger. As we continue to wind down operations, today, only a single division of our legacy business remains and urban-gro
is a value-added reseller of equipment systems to the CEA sector. We work with a select group of manufacturers and vendor partners to
source equipment solutions that our clients utilize when building out their cultivation facilities.
In 2025, urban-gro, Inc. was an integrated professional
services and design-build firm. We offered value-added architectural, engineering, and construction management solutions to the CEA, industrial,
healthcare, and other commercial sectors. Innovation, collaboration, and a commitment to sustainability drove our team to provide exceptional
customer experiences. To serve our horticulture clients, we engineered, designed and managed the construction of indoor CEA facilities
and then integrate complex environmental equipment systems into those facilities. Through this work, we created high-performance indoor
cultivation facilities for our clients to grow specialty crops, including leafy greens, vegetables, herbs, and plant-based medicines.
Our custom-tailored approach to design, construction, procurement, and equipment integration provided a single point of accountability
across all aspects of indoor growing operations. We also helped our clients achieve operational efficiency and economic advantages through
a full spectrum of professional services and programs focused on facility optimization and environmental health which established facilities
that allowed clients to manage, operate and perform at the highest level throughout their entire cultivation lifecycle once they are up
and running. Further, we served a broad range of commercial and governmental entities, providing them with planning, consulting, architectural,
engineering and construction design-build services for their facilities. We aimed to work with our clients from the inception of their
project in a way that provided value throughout the life of their facility. We are a trusted partner and advisor to our clients and offer
a complete set of engineering and managed services complemented by a vetted suite of select cultivation equipment systems.
1
On February 17, 2026, we completed our merger
(the “Merger”) with Flash Sports and Media, Inc. (“Flash”), a Delaware corporation, pursuant to an Agreement and
Plan of Merger dated February 17, 2026 (the “Merger Agreement”), by and among the Company, UGRO Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Flash. As a result of the Merger, Merger Sub merged
with and into Flash, with Flash surviving as a wholly owned subsidiary of the Company. Following the closing of the Merger, the Company
began operating as a diversified sports, media, and experiential marketing platform under the Flash Sports & Media brand. The Company
intends to change its name to Flash Sports & Media Holdings, Inc. or a similar name, subject to receipt of stockholder approval, which
the Company intends to seek as soon as reasonably practicable.
Following the completion of the Merger, the Company
is a diversified sports, media, and experiential marketing platform focused on the creation, production, and monetization of live events,
original content, and branded fan experiences. The Company operates across multiple sports and entertainment verticals, leveraging proprietary
intellectual property, strategic partnerships, and high-impact experiential activations to engage global audiences and deliver measurable
value for brands, sponsors, and media partners. The Company’s platform integrates content creation, event execution, and media distribution
to build scalable businesses within the global sports and entertainment ecosystem. Flash Sports & Media maintains corporate offices
in the United Arab Emirates (headquarters), India, the United States, South Africa, and Singapore.
Through its subsidiaries, the Company holds exclusive
commercial and media rights to professional cricket leagues, produces international-standard broadcast content, manages franchise operations,
and monetizes sponsorship, ticketing, and digital media opportunities across multiple geographies. The Company’s core operating
subsidiary, Innovative Production Group FZ LLC (“IPG”), founded in 2015 and headquartered in Fujairah, United Arab Emirates,
is a global sports marketing, league management, ground sponsorship, and production company with more than 30 years of collective cricket
industry experience and deep expertise in international cricket properties and sports media. IPG is headquartered in the UAE with branch
offices in Sri Lanka, Singapore, India, Malaysia, and Zimbabwe, and has executed projects across 14 countries, including the United States,
Ireland, Scotland, South Africa, Saudi Arabia, Pakistan, Hong Kong, and Afghanistan. IPG has produced more than 5,000 hours of live sporting
event broadcasts over the past seven years and has established working relationships with numerous national cricket boards, including
Cricket South Africa, the Pakistan Cricket Board, Cricket Ireland, Sri Lanka Cricket, the Afghanistan Cricket Board, Zimbabwe Cricket,
Cricket Scotland, the Emirates Cricket Board, Abu Dhabi Cricket, Malaysia Cricket, Kuwait Cricket, and the Asian Cricket Council. IPG
is the exclusive Event Rights Partner for the Lanka Premier League (“LPL”) under a Master Event Rights Agreement with Sri
Lanka Cricket (“SLC”) dated October 14, 2020.
Business and Revenue Streams
The Company derives revenue from multiple streams,
primarily related to the production, commercialization, and management of professional cricket leagues and international cricket events.
The Company’s significant revenue streams are described below:
Production Fee Income. Production income
represents revenue earned from providing end-to-end live broadcast production services for cricket events, including international bilateral
series and T20 tournaments. Services include pre-event planning, live camera operations (utilizing a minimum of 26 cameras per match,
including Hawk-Eye DRS, super slow-motion, spider cam, drone, and 6 DOF robotic “Buggy Cam” technology), broadcasting infrastructure,
technical staffing, satellite uplink and SNG distribution, and post-production. For the year ended December 31, 2024, production fee income
represented approximately 42% of IPG’s total revenue, or approximately $5.1 million.
Franchise Fees. The Company enters
into agreements with third-party franchisees that operate individual teams in the LPL. The LPL currently features five franchise
teams, each of which pays franchise fees in exchange for team ownership and naming rights, jersey sponsorship rights, merchandising
and local sponsorship rights, stadium activation rights, and additional commercial and promotional rights including dugout branding,
mascot rights, post-match ceremony participation, big screen branding, and perimeter board branding. Each team features a squad of
up to 16 players, including a maximum of six international players from ICC Full/Associate Member Countries. For the year ended
December 31, 2024, franchise fees represented approximately 29% of IPG’s total revenue, or approximately $3.5 million.
2
Sponsorship Fees. The Company generates
sponsorship income through agreements with corporate sponsors who receive brand visibility across LPL events, including on-field signage,
jersey placements, digital promotions, and title/associate sponsorship designations. Sponsorship categories include Title, Powered By,
Present By, League Partner, Associate, and Umpire Partner tiers, as well as official brand partners and on-ground stall activations. IPG
has secured sponsorships from a range of major global and regional brands, including Dream11, My11Circle, Daraz, Coca-Cola, Dettol, Red
Bull, Pepsi, LG, Nippon Paint, Valvoline, Dialog, AIA, and others. For the year ended December 31, 2024, sponsorship fees represented
approximately 20% of IPG’s total revenue, or approximately $2.4 million.
Broadcast and Streaming Rights. The Company
earns licensing fees by granting third-party broadcasters and digital platforms the right to air or stream live cricket content. The Company’s
international media rights cover television, radio, digital, pay television, betting, gaming, in-flight, mobile, and internet rights on
an exclusive basis throughout the world excluding Sri Lanka, where terrestrial media rights are granted on an exclusive basis. For the
year ended December 31, 2024, broadcast rights represented approximately 5% of IPG’s total revenue, or approximately $608,000.
Betting Data Rights. The Company licenses
exclusive rights to collect and distribute real-time match data for betting purposes, including delivery of live, ball-by-ball statistical
feeds for LPL tournaments, subject to compliance with applicable laws including ICC guidelines and regulations and the laws of the countries
in which the broadcast takes place.
Other Revenue. The Company also earns revenue
from team jersey sponsorship sales, ticketing income from the sale of match tickets to spectators attending live events, franchisee box
catering, ground branding and on-ground sales at match venues, and reimbursement income. For the year ended December 31, 2024, other revenue
collectively represented approximately 4% of IPG’s total revenue.
The Lanka Premier League
The Lanka Premier League is a professional franchise
T20 cricket league established in 2020 in Sri Lanka, bringing together top Sri Lankan cricketers and leading international stars. The
LPL is intellectual property owned by Sri Lanka Cricket; IPG holds the exclusive global commercial and media rights (excluding certain
Sri Lankan domestic rights reserved by SLC) under the Master Event Rights Agreement dated October 14, 2020 (the “Event Rights Agreement”).
Matches are played in the Twenty20 format by five franchise teams named after Sri Lankan cities: the Colombo Strikers, Dambulla Sixers,
Jaffna Kings, Galle Marvels, and Kandy Falcons. Each team features a squad of up to 100 local and 50 international players selected through
an annual player auction process. As of the completion of the 2024 season, there have been five editions of the tournament.
Since its inaugural season in 2020, the LPL
has demonstrated consistent growth in audience reach and sponsorship media valuation. Season 1 (2020) achieved a TV audience of
approximately 155 million, a digital audience of approximately 218 million, and a sponsorship media valuation of approximately $54.5
million. Season 2 (2021) grew to a TV audience of approximately 168 million, a digital audience of approximately 228 million, and a
sponsorship media valuation of approximately $82.5 million. Season 3 (2022) reached a TV audience of approximately 212 million, a
digital audience of approximately 261 million, and a sponsorship media valuation of approximately $114.7 million. Season 4 (2023)
expanded to a TV audience of approximately 315 million, a digital audience of approximately 282 million, and a sponsorship media
valuation of approximately $149.5 million. The most recent completed season, Season 5 (2024), achieved a TV audience of
approximately 380 million, a digital audience of approximately 293 million, and a total sponsorship media valuation of approximately
$176.5 million, representing year-over-year growth of approximately 18%. The cumulative sponsorship media valuation across all five
LPL seasons from 2020 through 2024 was approximately $510.2 million. For Season 5 (2024), the sponsorship media valuation was
comprised of approximately $100.9 million attributable to TV, $37.8 million to OTT/digital platforms, $26.2 million to social media,
and $11.6 million to press coverage. LPL content has been distributed through major global broadcasters including Star Sports, Sony
LIV, Sony Pictures Networks, A Sports HD, Kayo, Willow Live, Fox Sports, T Sports, Ten Cricket, beIN Sports, Free Sports, SportsMax,
and Sony Six, among others.
3
The sixth edition of the LPL was staged from December
1 to December 23, 2025, across three premier venues in Sri Lanka — Colombo, Dambulla, and Kandy — featuring 24 matches over
24 days with five competing franchises. All match venues are International Cricket stadia owned by SLC.
Under the Event Rights Agreement, IPG holds four
categories of exclusive rights: (A) Team Franchise / Team Ownership Rights — the right to select, engage, and manage franchise team
owners for the LPL; (B) International Media Rights and Terrestrial Media Rights — exclusive rights to license television, radio,
digital, pay television, betting, gaming, in-flight, mobile, and internet broadcasting of LPL matches globally; (C) Ground Sponsorship
Rights — rights to manage and sell in-venue branding, including LED boards, boundary signage, stump branding, presentation ceremonies,
and related activations; and (D) AV Production Rights — the right and obligation to produce all live and highlights content for
LPL matches to internationally recognized ICC standards.
The Event Rights Agreement has an initial term
of five annual tournaments commencing in 2020, with automatic one-year renewals subject to the timely payment of the Event Rights Fee
or provision of a bank guarantee to SLC. The Company’s rights must be secured annually through the payment of an Event Rights Fee
or the furnishing of an Irrevocable Unconditional Bank Guarantee by March 15 of each year. Failure to make timely payment or furnish the
required guarantee could result in termination of the Company’s rights for that year. IPG also holds a first right of refusal to
extend the agreement for an additional five-year term (through 2029), subject to mutually agreed terms.
In consideration for the Event Rights, IPG pays
SLC a minimum guaranteed annual Event Rights Fee. The minimum guaranteed fee for the launch year was USD 1,500,000 for a 13-match format
and USD 1,925,000 for a 23-match format. The Event Rights Fee escalates at approximately 10.5% to 11% per year for years two through five.
For the addition of teams beyond the initial five teams, an additional fee of USD 300,000 per team is payable. Additionally, SLC is entitled
to a revenue share of 10% of ground sponsorship and international media rights revenue during the first two years of the agreement, increasing
to 20% for years three through five. SLC also receives USD 20,000 per year in consideration for terrestrial media rights. The Event Rights
Fee is payable net of all taxes, withholdings, and bank charges.
SLC is responsible for all costs related to the
Match Control Team including per diems, catering for match officials and staff, cricket balls, venue costs, security, janitorial and marketing
communications costs, certain administrative expenses, and a component of the prize money. SLC releases to the Event Rights Partner the
entirety of the ticket sales revenue generated from all LPL matches during the term of the agreement. The Event Rights Partner bears all
costs and responsibility for printing, marketing, and the sale of tickets, subject to SLC’s prior approval of ticket design. SLC
reserves the President’s and Minister’s Boxes, a VIP Box, 100 grand stand tickets, and 50 complimentary tickets on each tier,
at no cost to SLC.
Geographic Expansion
In addition to the LPL in Sri Lanka, IPG
holds or has secured exclusive league management and commercial rights for several additional cricket properties in various stages
of development. IPG holds exclusive 10-year rights to the Singapore T10 League, awarded by the Singapore Cricket Association, which
encompasses TV and digital broadcasting rights, production rights, franchise sales rights, and league management rights for what is
expected to be the first T10 cricket league featuring both men’s and women’s competitions, with six teams in the initial
year expanding to eight from the third year. IPG holds exclusive 10-year rights to the Malaysian T20 League under a long-term
agreement with the Malaysian Cricket Association on an exclusive basis, covering linear TV, digital, operations, marketing, and
commercial rights. IPG holds exclusive 20-year rights to the Zimbabwe T20 Cricket League under an agreement with Zimbabwe Cricket,
encompassing full league management, broadcasting, sponsorship, and franchise rights. IPG also holds exclusive 20-year rights to
Kuwait’s T20 League, T10 League, and Legends League under an agreement with Kuwait Cricket. These expansion initiatives are in
various stages of development and are expected to extend the Company’s footprint across high-growth emerging cricket markets.
There can be no assurance that any of these expansion initiatives will be completed on the terms anticipated, or at all, or that
they will generate the revenue or returns expected. For the year ended December 31, 2024, approximately 82% of IPG’s total
revenue was generated from customers based in Sri Lanka, with the remaining 18% derived from Zimbabwe.
4
Technology and Live Production Capabilities
The Company operates at the intersection of cutting-edge
broadcast engineering and experiential digital entertainment. Our infrastructure enables seamless content delivery across television,
live streaming, and in-person activations from international cricket stadia and other venues. For purposes of ensuring that the production
quality conforms to internationally recognized standards in keeping with ICC regulations as well as ensuring the brand image of SLC and
of the LPL is duly maintained and built, the Company and its sub-licensees are required to meet minimum audio-visual production standards
as set out in the Event Rights Agreement.
Key production capabilities include: live broadcast
engineering utilizing 26 cameras per match (including 6 DOF robotic dolly Buggy Cam, Hawk-Eye DRS with minimum specifications, super slow-motion
cameras (Sony HDC-4300 4K / LDX86 or similar), ultra-slow-motion cameras (NAC or similar), stump cameras with Zing LED technology, spider
cam, drone, and standard Sony HDC 2500/3500 / HDK97 cameras); Grass Valley Kayak HD 3.5 M/E vision mixing; EVS XT3 8/12-channel replay
systems; Canon/Fujinon Super Wide lens arrays; satellite uplink and SNG distribution capabilities; and Hotspot technology for Decision
Review System at the discretion of SLC. The Company is required to commit to broadcast/stream the feed live in full, covering every ball
of each game, and to deliver a Clean Feed in High Definition in 16:9 aspect ratio, fully edited, completed, titled and synchronized as
to dialogue, music and effects.
The Company also maintains studio and event production
capabilities for the production of multiplatform content, branded formats, and digital programming, including comprehensive studio shows
aired before, during, and after each day’s play. IPG’s broadcast technology platform includes Hawkeye DRS, spider cameras,
drone cameras, buggy cameras, 3D HD cameras, and AR/VR graphics capabilities. IPG partners with leading cricket graphics solution providers,
including aegraphics.tv and wTVision, which maintain long-standing working relationships with many of the world’s leading broadcasters,
production houses, and sports governing bodies. IPG’s production crew includes experienced and world-renowned directors, skilled
producers, cameramen, EVS operators, and broadcast engineers. Recent live broadcast productions (2023–2025) include the Bangladesh
Tour of Sri Lanka, the West Indies Tour of Sri Lanka, the India Tour of Sri Lanka, LPL Seasons 4 and 5, the Legends Cricket Trophy, the
Afghanistan Tour of Sri Lanka, the Zimbabwe Tour of Sri Lanka, ACC Men’s Under 19 Asia Cup, and the Ireland Tour of Zimbabwe, among
others. These capabilities have also been applied to production for international cricket bilateral series across multiple continents
since 2015.
Growth Strategy — Planned Verticals
and Strategic Initiatives
Beyond the core IPG cricket operations, the Company
is evaluating and pursuing a number of strategic initiatives to expand the Flash Sports & Media platform into adjacent verticals.
These initiatives are in early stages and are subject to the negotiation and execution of definitive agreements, regulatory approvals,
and the availability of sufficient capital. There can be no assurance that any of these initiatives will be consummated on the terms described
below, or at all.
5
Recent Developments
Merger with Flash Sports and Media, Inc.
On February 17, 2026, urban-gro, Inc., a
Delaware corporation entered into a Agreement and Plan of Merger (the “Merger Agreement”) with Flash Sports & Media,
Inc., a Delaware corporation and UGRO Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, pursuant
to which the Company shall acquire Flash by way of a merger of the Merger Sub with and into Flash ,
with Flash being a wholly owned subsidiary of the Company and the surviving entity in the Merger.
Under the terms of the Merger Agreement, at the
closing of the merger (the “Closing”), stockholders of Flash shall receive the right to receive (i) shares of UGRO Common
Stock equal to 19.99% of the outstanding shares of UGRO calculated based on the outstanding shares of UGRO immediately prior to the issuance
of 1,000,000 shares of Common Stock on January 23, 2026 (adjusted to 40,000 shares following the reverse stock split) as disclosed in
the Current Report on Form 8-K filed January 29, 2026, to be issued to stockholders of the Company, pro rata in proportion to their respective
stock ownership in the Company, and (ii) shares of UGRO Non-Voting Convertible Preferred Stock to be issued to the stockholders of Flash,
pro rata in proportion to their respective stock ownership in Flash, in an aggregate amount such that, upon effectiveness of the conversion
of such shares into Common Stock of UGRO, the total number of shares of UGRO Common Stock issuable to the stockholders of the Company
(including the shares of UGRO Common Stock issued pursuant to clause (i) above) shall equal a number of shares determined by dividing
(A) the agreed equity valuation of Flash as mutually agreed and determined by the parties pursuant to the Merger Agreement, by (B) $3.23,
representing the closing price of UGRO Common Stock on February 17, 2026 (the “Reference Price”), with such quotient representing
the aggregate number of shares of UGRO Common Stock issuable to the stockholders of Flash on a fully converted basis.
Because the conversion of the UGRO Non-Voting Convertible Preferred
Stock could result in the issuance of shares of our common stock in excess of the 19.99% cap that applies under Nasdaq Listing Rule 5635(d)
absent stockholder approval, the UGRO Non-Voting Convertible Preferred Stock is subject to a “Principal Market Limitation”
that restricts conversions, and issuances of common stock upon conversion, in excess of 19.99% of our outstanding common stock as measured
under the applicable Nasdaq framework unless and until we obtain the requisite stockholder approval (the “Stockholder Approval”).
We plan to hold a meeting of our stockholders to obtain the Stockholder Approval for the issuance of shares of our common stock upon conversion
of the UGRO Non-Voting Convertible Preferred Stock in excess of the 19.99% limitation described above. If Stockholder Approval is obtained
and the UGRO Non-Voting Convertible Preferred Stock is converted in full, we expect that the number of shares of our common stock outstanding
would increase to approximately 55,800,478 shares.
The ELOC Purchase Agreement
On February 4, 2026, we entered into the ELOC
Purchase Agreement with the Selling Stockholder, pursuant to which we have the right, but not the obligation, to direct the Selling Stockholder
to purchase up to $25,000,000 of the ELOC Shares upon satisfaction of certain terms and conditions contained in the ELOC Purchase Agreement.
On April 20, 2026, we entered into an amendment to amend the purchase amount to $54,000,000. These terms and conditions include, but are
not limited to, filing a registration statement with the SEC and registering the resale of any shares sold to the Selling Stockholder.
The term of the ELOC Purchase Agreement began on the date of execution and ends on the earlier of (i) January 28, 2028, (ii) the date
on which the Selling Stockholder shall have purchased the maximum amount of ELOC Shares, (iii) the effective date of any written notice
of termination delivered pursuant to the terms of the ELOC Purchase Agreement, (iv) the registration statement is no longer effective
after the initial effective date of the registration statement, or (v) the date that, pursuant to or within the meaning of any bankruptcy
law, the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the
Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the
“ Commitment Period ”).
6
During the Commitment Period, the Company may
direct the Selling Stockholder to purchase ELOC Shares by delivering a notice (a “ Put Notice ”) to the Selling Stockholder.
The Company shall, in its sole discretion, select the amount of ELOC Shares requested by the Company in each Put Notice. However, such
amount must not be less than $25,000 may not exceed the lesser of (i) $2,000,000 or (ii) 200% of the average dollar trading volume of
the Common Stock during the three trading days immediately before the date of the Put Notice. The purchase price to be paid by the Selling
Stockholder for the ELOC Shares included in a Put Notice (the “ Purchase Price ”) will be the lesser of (i) ninety percent
(90%) of the average of the three lowest traded prices of the Company’s Common Stock during the ten trading days immediately preceding
the date of the Put Notice and (ii) ninety percent (90%) of the lowest traded price of the Company’s Common stock on any trading
day during the period beginning on the date of delivery of the Put Notice and continuing through the date that is three trading days immediately
following the Clearing Date (as defined in the ELOC Purchase Agreement) (such period, the “ Valuation Period ”).
At any given time of any sale by us to the Selling
Stockholder, we may not sell, and the Selling Stockholder may not purchase, ELOC Shares that would result in the Selling Stockholder beneficially
owning more than 4.99% of our issued and outstanding Common Stock upon such issuance (the “ Beneficial Ownership Limitation ”).
Additionally, the Company must obtain stockholder approval to issue an aggregate number of shares of Common Stock to the Selling Stockholder,
under the ELOC Purchase Agreement, in excess of 136,845 shares of Common Stock. For purposes of the foregoing, and the Beneficial Ownership
Limitation, the Commitment Shares will be aggregated with the ELOC Shares.
As consideration for the Selling Stockholder’s
execution and delivery of the ELOC Purchase Agreement, we agreed to issue to the Selling Stockholder certain common stock purchase warrant
for the purchase of 55,200 shares of the Common Stock at an exercise price of $12.50 per share, subject to adjustment. We are registering
the Exercise Shares upon exercise of the Warrants under the Registration Statement.
In connection with the ELOC Purchase Agreement,
the Company also entered a Warrant with the Selling Stockholder on February 4, 2026. Under the Warrant, the Selling Stockholder may exercise
the Warrant during the period commencing on February 4, 2026 and ending on 5:00 p.m. eastern standard time on the date that is five (5)
years after February 4, 2026.
In connection with the ELOC Purchase
Agreement, the Company also entered a registration rights agreement with the Selling Stockholder on February 4, 2026 (the
“ Registration Rights Agreement ”). Under the Registration Rights Agreement, the Company is obligated to file with
the SEC a registration statement for the resale by the Investor of a specified number of shares of the Company’s Common Stock
issuable according to the ELOC Purchase Agreement. The Company agreed to file such registration statement within forty-five (45)
days of the execution of the ELOC Purchase Agreement, and to file one or more additional registration statements if necessary. The
Registration Statement is being filed in order to satisfy our obligations under the ELOC Purchase Agreement related to registering
for resale the ELOC Shares and the Commitment Shares.
7
In connection with the ELOC Purchase Agreement,
the Company has reserved 200,000 shares of Common Stock with the Transfer Agent for issuance in connection with a Put Notice and/or an
Exercise Notice. Such Reserve Shares do not represent issued or outstanding shares and are not being registered for resale pursuant to
this registration statement.
The ELOC Purchase Agreement contains customary
representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations
of the parties. Among other things, the Selling Stockholder represented to us, that it is an “accredited investor” (as such
term is defined in Rule 501(a) of Regulation D under the Securities Act). We have sold and will sell the shares of Common Stock under
the ELOC Purchase Agreement in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder.
The ELOC Purchase Agreement and Warrant were executed
prior to the Company’s 1-for-25 reverse stock split effected on February 9, 2026. All share numbers and per-share prices in this
Registration Statement have been adjusted to reflect the reverse stock split. Under the terms of the Warrant, the exercise price and number
of shares issuable upon exercise automatically adjusted upon the reverse stock split.
Gemini Loan Agreement Amendment and Default
On December 13, 2023, our wholly-owned subsidiary
UG Construction, Inc. d/b/a Emerald Construction Management, Inc. (“UG Construction”) entered into (i) an interest only asset
based revolving loan agreement (the “Loan Agreement”) with Gemini Finance Corp. (“Gemini”) pursuant to which Gemini
extended to UG Construction a secured line of credit in an amount not to exceed $10,000,000, to be used to assist UG Construction and
us with cash management, and (ii) a Secured Promissory Note - Revolving issued by UG Construction to Gemini (the “Promissory Note”).
Pursuant to the Promissory Note, each draw was due and payable on or before 180 days after such draw is funded to UG Construction, subject
to a mandatory pre-payment upon UG Construction’s receipt of payment for any invoice previously submitted and approved for financing
by Gemini.
On March 18, 2025, UG Construction entered into
an amendment to the Loan Agreement and Promissory Note and waiver with Gemini (the “Amendment”). Pursuant to the Amendment,
Gemini waived any potential or perceived events of default arising under certain circumstances, which events did not constitute specified
events of default under the Promissory Note or the Loan Agreement.
Pursuant to the Amendment, the Promissory Note
was amended to provide that (i) the term during which Gemini may consider advances under the Loan Agreement has been extended to January
1, 2026, and (ii) the interest applied on the outstanding principal amount of the Promissory Note will accrue interest at an annual rate
of 12%, and all accrued and unpaid interest shall be paid to Gemini on the first business day of each month for the prior month. The Amendment
also amended the Loan Agreement to require monthly reporting of certain accounts receivable and to include a covenant that such accounts
receivable equal or exceed 125% of the sum of the total amount drawn down under the Promissory Note, plus outstanding interest, as of
the applicable measurement date. In connection with the execution of the Amendment, we issued to Gemini, as an amendment fee, 150,000
shares of our common stock.
On July 31, 2025, Gemini issued a notice of
default to UG Construction claiming that UG Construction was in default under the line of credit due to a failure to submit receivables
calculations and failing to maintain sufficient eligible accounts and to forward accounts receivable. The notice indicated that the remaining
outstanding amount due under the line of credit of approximately $1.76 million was immediately due and payable with default of 1%
per week accruing from the June 16, 2025 date of default claimed by Gemini, and that Gemini intended to pursue legal action if full payment
was not received by August 8, 2025.
On August 21, 2025, we received a notification
from Gemini stating that Gemini would proceed with a foreclosure and private sale of substantially all of the assets of UG Construction
in an Article 9 sale process, pursuant to Section 9601 et seq. of the California Commercial Code (the “Asset Sale”). The Asset
Sale occurred on September 4, 2025, at which Gemini acquired the assets constituting the collateral under the line of credit for $450,000.
8
On August 29, 2025, Gemini commenced a lawsuit
captioned Gemini Finance Corp. v. UG Construction, Inc. et al. , case number 25CV2259 W SBC, in the U.S. District Court for
the Southern District of California, which lawsuit (the “Lawsuit”) included us and certain of our officers as defendants and
pursuant to which Gemini claimed it was owed $1,486,189 (the “Claim Amount”).
On September 26, 2025, we entered into a Settlement
and Mutual General Release (the “Gemini Settlement Agreement”) with Gemini. Pursuant to the terms of the Gemini Settlement
Agreement, among other things, we agreed to file a joint motion requesting an expedited fairness hearing under Section 3(a)(10) of the
Securities Act of 1933, as amended (the “Securities Act”), which motion was filed on September 30, 2025. Following such fairness
hearing, and subject to the satisfaction of all applicable conditions and requirements of Section 3(a)(10) of the Securities Act, we agreed
to issue to Gemini shares of our common stock that, upon sale by Gemini, would result in net proceeds to Gemini equal to the Claim Amount,
provided that Gemini shall at no time be issued shares if it would beneficially own more than 4.99% of our common stock, and the aggregate
number of shares issued to Gemini may not exceed 19.99% of our outstanding common stock as of immediately prior to the signing of the
Gemini Settlement Agreement to the extent required by Nasdaq Listing Rule 5635. Additionally, Gemini agreed to use its best efforts to
not sell common stock exceeding 10% of our daily volume on any given trading day. Upon the issuance of the last tranche of shares under
the Gemini Settlement Agreement, Gemini will dismiss the Lawsuit with prejudice. The Gemini Settlement Agreement also included a customary
mutual release of claims by the parties. The fairness hearing occurred on October 14, 2025.
Finance Corp. pursuant to the Gemini Settlement
Agreement and the Section 3(a)(10) fairness hearing approved on October 14, 2025. Per the Company’s transfer agent records, Gemini
held 6,000 shares (post-split) as of February 18, 2026, representing the 150,000 shares previously issued as an amendment fee adjusted
for the 1-for-25 reverse stock split. Subsequent to the reverse stock split, the Company issued additional shares to Gemini pursuant to
the settlement: 36,000 shares were issued on or about March 11, 2026, and an additional 36,000 shares were issued on or about March 24,
2026, with shares being surrendered and reissued in connection with Gemini’s sales of common stock on the open market. As of March
27, 2026, Gemini held 42,000 shares (post-split) on the Company’s transfer agent register, including both the original amendment
fee shares and shares issued under the Section 3(a)(10) settlement. All issuances remain subject to the 4.99% beneficial ownership limitation
and the 19.99% aggregate issuance cap set forth in the Gemini Settlement Agreement. As of March 27, 2026, total shares of common stock
outstanding on the Company’s transfer agent register were approximately 1,128,140 (post-split).
As of the date of this prospectus, the Claim Amount
has been paid in full and the outstanding balance owed to Gemini has been reduced to zero. The parties are in the process of dismissing
the Lawsuit.
Agile Term Loan
On June 26, 2025, we and certain of our subsidiaries
entered into a business loan and security agreement (the “Agile Loan Agreement”) with Agile Capital Funding, LLC and Agile
Lending LLC (together, “Agile”).
Pursuant to the Agile Loan Agreement, Agile extended
to us a term loan of $1,050,000.00 (the “Term Loan”) to be used to fund our general business requirements. The Agile Loan
Agreement is for a term of twenty-eight weeks from its effective date and includes an administrative agent fee of $50,000.00 to be remitted
to Agile, which was added to the amount of the loan. We could make a full prepayment or partial prepayment of the Term Loan, however,
upon the prepayment of any principal amount, we would be obligated to pay a premium payment of principal, which would be equal to the
aggregate and actual amount of interest that would be paid through the maturity date. The Agile Loan Agreement contains standard events
of default and representations and warranties by us and Agile including a mandatory prepayment, and an additional five (5%) percent interest
rate following the occurrence of an event of default. The term loan is evidenced by a secured promissory note issued by us to Agile. Pursuant
to the Agile Loan Agreement, upon an event of default, Agile will receive a security interest in certain of our assets, subject to certain
exceptions.
As of December 31, 2025, the Company had ceased making the required
weekly payments of $54,000. The last payment was made on or about September 9, 2025. The outstanding principal balance was $675,000 at
December 31, 2025. On February 19, 2026, the Company entered into a Forbearance Agreement with Agile, establishing total outstanding indebtedness
of $1,380,524 (inclusive of accrued interest, default interest at 5%, and prepayment premiums). In satisfaction of this balance,
the Company issued 331,640 shares of common stock (post-split) to Hudson Global Ventures, LLC through a series of exchanges
between February 27 and March 25, 2026. The Agile indebtedness was fully satisfied as of March 25, 2026.
9
Grow Hill Default
On October 1, 2024, we entered into an asset-based
term Loan Agreement with Grow Hill, LLC (“Grow Hill”) pursuant to which Grow Hill extended to us a secured loan of $2,100,000
with an origination fee of $100,000, which was added to the amount of the loan. The loan is evidenced by a Secured Promissory Note issued
by us to Grow Hill. Grow Hill received a security interest in certain of our assets pursuant to a security agreement between us and Grow
Hill (the “Security Agreement”), which does not include any assets of our subsidiaries.
On October 14, 2025, we received service of process
for a lawsuit filed by Grow Hill against us in the District Court for the City and County of Denver, Colorado (Case No. 2025CV33546) alleging
breach of contract and fraud. Pursuant the complaint, Grow Hill stated that we were in default under the Secured Promissory Note due to
a failure to timely make payments, and elected to accelerate all amounts due under the Secured Promissory Note, including a default fee
equal to 1% of the outstanding principal amount. We are currently investigating available options to resolve the complaint and intends
to vigorously defend the allegation of fraud.
As of December 31, 2025, the Company was in default
under the Grow Hill Secured Promissory Note. Monthly payments of $87,500 plus interest ceased after the April 2025 payment. The outstanding
balance was approximately $1,487,500 at December 31, 2025. Subsequent to year-end, the Company is in discussions for the Grow Hill debt
to be acquired by a third party.
The Grow Hill loan agreement contained a covenant
requiring the Company to maintain a receivable ratio of at least 2.00:1.00, calculated monthly. The Company failed to maintain the required
ratio, which constituted an event of default.
On April 20, 2026, the Company entered into certain
assignment, forbearance and exchange agreements with Hudson Global Ventures, LLC relating to the Grow Hill indebtedness, as previously
disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2026. As of the date of this prospectus, the
outstanding balance under the Grow Hill loan has been paid in full and the related litigation has been dismissed.
J Brrothers Settlement
On August 8, 2025, we entered into a
Settlement and Release Agreement (the “Settlement Agreement”) with J Brrothers LLC (“J Brrothers”) and
Herb-a-More LLC relating to a dispute arising from amounts due for certain heating, ventilation and air conditioning equipment.
Pursuant to the terms of the Settlement Agreement, among other things, we issued a promissory note to J Brrothers with an original
principal amount of $395,556 and issued 150,000 unregistered shares of our common stock to J Brrothers. The note accrues simple
interest at an annual rate of 12% and has a maturity date of March 18, 2026. The note must be repaid in monthly installments over a
period of eight months, with the first seven payments being $50,000 per month and the final monthly payment being $64,047. Any
remaining principal and accrued but unpaid interest will become due and payable on the maturity date, and the note may be prepaid
without penalty. The note includes customary representations and warranties, customary events of default and a 17% default interest
rate.
As of the date of this prospectus, no payments
have been made under the note; however, the note is not currently in default, and the parties continue to work toward a resolution.
2WR of Georgia Sale
On August 27, 2025, certain of our subsidiaries
entered into a Stock and Asset Purchase Agreement (the “2WR Purchase Agreement”) with 2WR Holdco, LLC (the “Buyer”).
Pursuant to the 2WR Purchase Agreement, the Buyer acquired all of the outstanding shares of stock of 2WR of Georgia, Inc. and certain
assets of our other subsidiaries relating to those entities’ business of providing commercial, industrial and municipal architectural
and construction administration services for projects not involving CEA. The purchase price paid by the Buyer consisted of $2.0 million
in cash, offset by a previous deposit of $500,000 and by any assumed indebtedness.
10
Nasdaq Deficiencies
On August 20, 2024, we received a notice from
The Nasdaq Stock Market LLC (“Nasdaq”) stating that because we had not yet filed our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2024, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Timely Filing Requirement”).
On November 21, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2024. We continued to not be in compliance with the Timely Filing Requirement. On February 18,
2025, we filed each of our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024 and an amendment
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and on February 19, 2025 we filed an amendment to our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2024, which amendments included restated financial statements for the periods covered
therein. As a result of these filings, on February 24, 2025, the Listing Qualifications Department of Nasdaq notified us that we had regained
compliance with the Timely Filing Requirement.
On February 24, 2025, we received a deficiency
letter from Nasdaq notifying us that (i) for the last 30 consecutive business days, the bid price for our common stock had closed at a
price of below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Capital Market
under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), and (ii) because our stockholder’s equity was below $2.5
million as reported on our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, we no longer met the minimum
stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Rule 5550(b)(1), requiring a minimum
stockholders’ equity of $2.5 million (the “Stockholders’ Equity Requirement”).
On April 16, 2025, we received a notice from Nasdaq
stating that because we had not yet filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form
10-K”), we were no longer in compliance the Timely Filing Requirement. On May 21, 2025, we received a notice from Nasdaq stating
that because we had not yet filed our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 or our Annual Report on
Form 10-K for the fiscal year ended December 31, 2024, we continued to be out of compliance with the Timely Filing Requirement.
On August 18, 2025, we received a determination
letter from Nasdaq stating that Nasdaq had determined that we did not file the Form 10-K and the Form 10-Q by August
15, 2025, the date required for the delinquent filings by an exception previously received from Nasdaq staff. The letter stated that,
as a result, unless we timely requested an appeal, the trading of our common stock would be suspended at the opening of business on August
27, 2025 and a Form 25-NSE will be filed with the SEC, which would remove our common stock securities from listing and registration on Nasdaq.
The letter also stated that we were not in compliance the Bid Price Rule and the Stockholders’ Equity Requirement. We timely requested
an appeal to a Nasdaq Hearings Panel (the “Panel”).
On October 14, 2025, we attended a hearing before
the Panel in connection with the determination letter. On October 30, 2025, we received a notice from Nasdaq notifying us that the Panel
had determined to grant our request to continue our listing on The Nasdaq Capital Market, conditioned on us 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. During the exception period, we are required to provide prompt notification to the Panel
of any significant event that may affect our compliance with Nasdaq requirements. Any documentation evidencing our compliance will be
subject to review by the Panel, which may, in its discretion, request additional information before determining whether we have regained
compliance.
On November 18, 2025, we received a determination
letter from Nasdaq stating that because we did not timely file our Quarterly Report on Form 10-Q for the period ended September
30, 2025, the resulting filing delinquency would be an additional basis for delisting our securities pursuant to the Timely Filing Requirement.
The letter notified us that the Panel would consider the matter in their decision regarding our continued listing on the Nasdaq Capital
Market, and requested that we present our views with respect to the additional deficiency in writing by November 25, 2025. We made a submission
to the Panel by the requested date.
11
On January 6, 2026, the Company received a determination
letter (the “January 6, 2026 Determination”) 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 resulting
non-compliance would be an additional basis for delisting the Company’s securities. The January 6, 2026 Determination notified the
Company that the Panel would consider the matter in their decision regarding the Company’s continued listing on the Nasdaq Capital
Market, and requested that the Company present its views with respect to the additional deficiency in writing by January 9, 2026. The
Company made a submission to the Panel by the requested date and requested an additional extension to comply with the Bid Price Rule,
the Stockholders’ Equity Requirement, and the Timely Filing Requirement.
On January 13, 2026, the Panel notified us 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. On January
30, 2026, we held our 2025 Annual Meeting. On February 9, 2026, we effected a 1-for-25 reverse stock split. On February 17, 2026, we completed
the Merger and filed all delinquent reports. On March 4, 2026, Nasdaq confirmed we had regained compliance and placed us on a one-year
Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A). Although we regained compliance, there can be no assurance that we will
maintain compliance with applicable Nasdaq Listing Rules. If we fail to meet the conditions set forth in our compliance plan
or if Nasdaq delists our securities from trading for any other reason, we could face significant material adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| ● | reduced
liquidity with respect to our securities; |
| ● | a
determination that our common stock is a “penny stock” which will require brokers trading in our ordinary shares to adhere
to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares; |
| ● | a
limited amount of news and analyst coverage for our company; and |
| ● | a
decreased ability to issue additional securities or obtain additional financing in the future. |
Corporate Information
The mailing address of our principal executive
office is 1751 Panorama Point, Unit G, Lafayette, Colorado 80026, and the office’s telephone number is (720) 390-3880. Our website
is located at https://ir.urban-gro.com/. Information found on, or accessible through, our website is not a part of, and is not incorporated
into this prospectus and any prospectus supplement and you should not consider it part of the prospectus or part of any prospectus supplement.
Implications of Being a Smaller Reporting Company
We are a “smaller reporting company”
as defined in the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and have elected to take advantage
of certain of the scaled disclosures available to smaller reporting companies. Accordingly, we may provide less public disclosure than
larger public companies, including the inclusion of only two years of audited consolidated financial statements and only two years of
management’s discussion and analysis of financial condition and results of operations disclosure and the inclusion of reduced disclosure
about our executive compensation arrangements. As a smaller reporting company, we are also exempt from compliance with the auditor attestation
requirements pursuant to the Sarbanes-Oxley Act. As a result, the information that we provide to our stockholders may be different than
you might receive from other public reporting companies in which you hold equity interests. We will continue to be a “smaller reporting
company” until we have $250 million or more in public float (based on our Common Stock) measured as of the last business day of
our most recently completed second fiscal quarter or, in the event we have no public float or a public float (based on our Common Stock)
that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.
12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain “forward-looking
statements” that are subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that
are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These forward-looking statements discuss matters that are not historical facts and instead reflect our management’s expectations,
hopes, beliefs, intentions, strategies, and assumptions based on information currently available to us. The forward-looking statements
are contained principally in, but not limited to, the sections of this prospectus entitled “ Prospectus Summary ” and
“ Risk Factors .” Any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. Because the following discuss future events or conditions,
forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,”
“could,” “should,” “would,” “may,” “seek,” “plan,” “might,”
“will,” “expect,” “anticipate,” “approximately,” “outlook,” “predict,”
“project,” “forecast,” “potential,” and “continue” or the negative of these words or other
similar expressions. However, the absence of these words does not mean that a statement is not forward-looking
Forward-looking statements speak only as of the
date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees of future
performance. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level
of activity, performance, or achievement to be materially different from the results of operations or plans expressed or implied by such
forward-looking statements. You are cautioned to not place undue reliance on these forward-looking statements.
We cannot predict all the risks and uncertainties
that may impact our business, financial condition, or results of operations. Accordingly, the forward-looking statements in this prospectus
should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives
and plans will be achieved. These forward-looking statements are found at various places throughout this prospectus and include information
concerning possible or projected future results of our operations, including statements about potential acquisition or merger targets,
strategies or plans; business strategies; prospects; future cash flows; financing plans; plans and objectives of management; any other
statements regarding future cash needs, future operations, business plans and future financial results; and any other statements that
are not historical facts. We qualify all of the forward-looking statements in this prospectus by this cautionary note.
These forward-looking statements represent our
current intentions, plans, expectations, assumptions and beliefs about future events and are subject to a variety of factors and risks,
including, but not limited to, the following:
| ● | our
ability to generate revenues sufficient to achieve profitability and positive cash flow; |
| ● | competition
in our industry and our ability to compete effectively; |
| ● | our
ability to attract, recruit, retain and develop key personnel and qualified employees; |
| ● | risks
related to laws, regulations and industry standards; |
| ● | risks
related to the cannabis industry; |
| ● | reliance
on significant clients and third-party suppliers; |
| ● | the
ability of our principal stockholders to significantly influence or control matters requiring a stockholder vote; |
| ● | our
ability to successfully identify and complete acquisitions and effectively integrate those acquisitions into our operations; |
| ● | our
indebtedness and potential increases in our indebtedness; and |
| ● | the
other factors described in “Risk Factors.” |
Many of those risk factors are outside of our
control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.
Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might
occur to a different extent or at a different time than we have described. All subsequent written and oral forward-looking statements
concerning other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in this prospectus. You should read this prospectus with the understanding
that our actual future results may be materially different from what we expect.
Except to the extent required by law, we undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events,
conditions, circumstances or assumptions underlying such statements, or otherwise.
13
THE OFFERING
Securities Offered |
|
Up to 6,300,000 shares of Common Stock. |
|
|
|
Common Stock issued and outstanding prior to the Offering |
|
1,317,228 shares of Common Stock (as of May 20, 2026). If the UGRO
Non-Voting Convertible Preferred Stock is converted in full, our total outstanding shares of common stock would increase to approximately
55,826,228 shares. See “ Prospectus Summary - Recent Developments - Merger with Flash Sports and Media, Inc. ” |
|
|
|
Common stock issued and outstanding after the Offering |
|
6,300,000 shares of Common Stock, assuming the sale of all of the ELOC Shares and the exercise of all Warrants. |
|
|
|
Terms of the Offering |
|
The Selling Stockholder and any of their pledgees, assignees and successors-in-interest will determine when and how they sell the shares offered in this prospectus and may, from time to time, sell any or all of their shares of Common Stock covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the shares are traded or in privately negotiated transactions. These sales may be at fixed or negotiated prices. For more information, see the section of this prospectus entitled “ Plan of Distribution ” beginning on page 39. |
|
|
|
Use of proceeds |
|
The Selling Stockholder will receive all of the
proceeds from the sale of the shares of Common Stock offered for sale by it under this prospectus. We will not receive proceeds from the
sale of the shares of Common Stock by the Selling Stockholder.
We may receive up to $54,000,000 in aggregate
gross proceeds under the ELOC Purchase Agreement in connection with sales of our shares of Common Stock to the Selling Stockholder that
we may, in our discretion, elect to make, from time to time pursuant to the ELOC Purchase Agreement after the date of this prospectus.
We may receive proceeds from any exercise of the warrants to purchase Common Stock for cash. We intend to use the proceeds from the sale
of our shares of Common Stock to the Selling Stockholder for general corporate purposes, which may include covering operating or research
and development expenses, and the purchase price associated with future acquisitions. Our management will have broad discretion over the
use of proceeds from the sale of our shares of Common Stock under the ELOC Purchase Agreement.
For more information, see the section of this
prospectus entitled “ Use of Proceeds ” beginning on page 25.
|
|
|
|
Risk factors |
|
You should read the section of this prospectus entitled “ Risk Factors ” beginning on page 15 for a discussion of factors to consider carefully before deciding to invest in shares of our Common Stock. |
|
|
|
Market for Common Stock |
|
Our Common Stock is listed on Nasdaq under the symbol “UGRO”. |
14
RISK FACTORS
Investing in our securities involves a high
degree of risk. Please see the risk factors under the heading “Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2025, on file with the SEC, and those risk factors identified in reports subsequently filed with the SEC, including
our Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus. Before you invest in our securities, you
should carefully consider these risks as well as other information we include or incorporate by reference into this prospectus. All of
these risk factors are incorporated herein in their entirety. The risks and uncertainties we have described are not the only ones facing
our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business
operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. Certain
statements in this section, or which are incorporated by reference in this section, are forward-looking statements. For more information,
see the sections of this prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Where You Can
Find More Information.”
Risks Related to Our Business and Operations
We have a limited operating history under
the Flash Sports & Media platform and may not be able to successfully execute our business plan.
The Company completed the Merger with Flash on
February 17, 2026. Flash was incorporated on August 7, 2023 and had not generated any revenue prior to the Merger. While IPG, which is
now a wholly owned subsidiary of Flash and therefore of the Company, has generated revenue from cricket-related operations since 2020,
the combined entity has a limited operating history as a publicly traded sports and media company. There can be no assurance that we will
be able to successfully integrate the operations of Flash, IPG, and the Company, or that we will achieve profitability. Our prospects
must be considered in light of the risks and uncertainties encountered by companies in the early stages of development in rapidly evolving
markets.
We are substantially dependent on a single
contractual relationship with Sri Lanka Cricket for a significant majority of our revenue.
Substantially all of IPG’s revenue is derived
from the commercialization of rights granted under the Master Event Rights Agreement with SLC for the Lanka Premier League. The loss,
non-renewal, or material modification of this agreement would have a material adverse effect on our business, financial condition, and
results of operations. The Event Rights Agreement requires annual payment of an Event Rights Fee or provision of a bank guarantee by March
15 of each year; failure to make timely payment could result in termination of the Company’s rights for that year. Although the
agreement provides for automatic one-year renewals, IPG’s rights must be secured annually, and there can be no assurance that the
agreement will be renewed on favorable terms, or at all.
We have a going concern qualification and
a history of net losses and accumulated deficits.
Both IPG and Flash have received going concern
qualifications from their respective auditors. As of December 31, 2024, IPG had an accumulated deficit of approximately $4.6 million and
a working capital deficit of approximately $1.9 million. Flash had an accumulated deficit of $500,000 as of December 31, 2024 and had
never generated revenue. The Company (legacy urban-gro) had an accumulated deficit of approximately $120.6 million and a stockholders’
deficit of approximately $40.9 million as of December 31, 2025. There can be no assurance that the combined entity will achieve or sustain
profitability.
Our revenue is concentrated among a limited
number of customers and geographies.
For the year ended December 31, 2024,
approximately 82% of IPG’s total revenue was generated from customers based in Sri Lanka, with the remaining 18% derived from
Zimbabwe. In 2023, sales to four customers individually exceeded 10% of IPG’s total revenue, collectively representing
approximately 53% of total revenue. The loss of any significant customer or a significant reduction in business from Sri Lanka or
Zimbabwe could have a material adverse effect on our financial performance. The Company continues to focus on efforts to diversify
its customer base to mitigate such risks.
15
Our business is dependent on the continued
popularity and growth of cricket, particularly T20 cricket, in our target markets.
Our revenue is substantially derived from the
commercialization of T20 cricket league rights. Any decline in the popularity of cricket or T20 cricket in Sri Lanka, or in international
markets where we distribute media content, could reduce demand for media rights, sponsorships, franchise ownership, and ticketing, which
would materially and adversely affect our business, financial condition, and results of operations.
We are subject to risks associated with
international operations.
The Company conducts operations in the United
Arab Emirates, Sri Lanka, Zimbabwe, and other international markets, and is subject to risks inherent in international operations, including
political and economic instability, currency fluctuation risk, regulatory uncertainty, foreign tax regimes (including the recently enacted
UAE Corporate Tax), sanctions and trade restrictions, cultural and legal differences, and challenges in enforcing contractual rights across
jurisdictions. Any of these factors could materially and adversely affect our operations and financial results.
We depend on key personnel, including the
founder and chairman of IPG.
The Company’s success depends in significant
part on the continued services and leadership of key individuals, including Anil Mohan Sankhdhar, the founder and chairman of IPG, who
has been instrumental in building the Company’s relationships with SLC, franchise owners, sponsors, and broadcast partners, and
Bradley Nattrass, the Company’s Chairman and Chief Executive Officer. The loss of any of these individuals’ services could
have a material adverse effect on our business and operations. We do not currently maintain key-person life insurance on any of our executives.
Force majeure events, including pandemics,
natural disasters, terrorism, and political unrest, could disrupt our tournament operations.
The LPL and our other cricket events are live,
in-person sporting events that are subject to disruption or cancellation due to force majeure events. Under the Event Rights Agreement,
the full Event Rights Fee remains payable by the Event Rights Partner to SLC even if the whole or any part of the Tournament is curtailed,
cancelled, or abandoned due to any Force Majeure event, after the date of commencement of the Tournament. Force Majeure events include,
but are not limited to, acts of God, war, riot, strike, civil commotion, terrorism, pandemics, epidemics, fire, earthquake, storm, flood,
tsunami, explosion, and acts of Government. Any such disruption could materially and adversely affect our revenue, reputation, and operations.
Our expansion into new markets and new business
verticals involves significant risks and uncertainties.
We have announced expansion plans for T20 cricket
league operations in Malaysia, Zimbabwe, Bangladesh, and the United Arab Emirates. We are also pursuing potential strategic combinations
and partnerships in the esports and entertainment sectors, including a potential combination with Infinity Esports & Gaming, a Latin
American esports organization that operates gaming centers across multiple countries and holds branded intellectual properties, and the
potential development of Dune Bridge Capital, an investment and strategic capital deployment vertical focused on film, television, sports,
and digital media. Each of these initiatives involves significant execution risk, including the need to negotiate and execute definitive
agreements, secure regulatory approvals, recruit qualified local personnel, obtain adequate financing, and build local infrastructure.
As of the date of this Registration Statement, no definitive agreements have been entered into with respect to the esports or entertainment
verticals. There can be no assurance that any of these expansion or diversification initiatives will be completed on the terms anticipated,
or at all, or that they will generate the revenue or returns expected.
16
We face significant competition in
the sports media and entertainment industry.
The sports media and entertainment industry is
highly competitive. We compete for viewership, sponsorship dollars, franchise investment, media rights fees, and talent with larger, better-capitalized
companies and established cricket leagues, including the IPL, BBL, CPL, PSL, and SA20. Many of our competitors have significantly greater
financial, technical, marketing, and other resources than we do. There can be no assurance that we will be able to compete effectively.
Risks Related to the Merger and Integration
The Merger may not achieve its intended
benefits, and integration of the combined businesses involves significant risks.
The success of the Merger depends on, among other
things, our ability to successfully integrate the operations, technologies, and personnel of Flash, IPG, and the legacy urban-gro business,
achieve anticipated revenue growth, realize cost synergies, and retain key customers, partners, and employees. Integration may be more
difficult, time-consuming, or costly than expected, and there can be no assurance that we will realize the expected benefits of the Merger.
Following the Merger, former Flash stockholders
are expected to own a minimum of 90% of the combined company, resulting in significant dilution to existing stockholders.
Under the terms of the Merger Agreement, Flash
stockholders received shares of UGRO common stock equal to 19.99% of the outstanding shares immediately prior to certain prior issuances,
as well as shares of newly created non-voting convertible preferred stock that, upon stockholder approval of the conversion, would result
in former Flash stockholders owning approximately 90% of the combined company on a fully-converted basis. This represents substantial
dilution to the Company’s existing stockholders.
The Company changed its independent auditor
in connection with the Merger, which may increase the risk of accounting errors or restatements.
On March 03, 2026, the Company dismissed Sadler,
Gibb & Associates, LLC as its independent registered public accounting firm and appointed Suri and Co., Chartered Accountants of Chennai,
India to audit the Company’s financial statements for the year ended December 31, 2025. The transition to a new auditor during a
period of significant business transformation increases the risk of accounting errors, delays in financial reporting, or the need for
restatements.
Risks Related to Nasdaq Listing and Capital
Structure
We have a history of non-compliance with
Nasdaq listing standards and may be unable to maintain our Nasdaq listing.
The Company has experienced multiple instances
of non-compliance with Nasdaq listing standards, including the minimum bid price requirement, timely filing of periodic reports, minimum
stockholders’ equity requirement, and annual meeting requirement. While the Company regained compliance with these requirements
as of March 2026, Nasdaq has placed the Company on a one-year Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A). Any future
non-compliance could result in delisting, which would materially and adversely affect the liquidity and trading price of our common stock.
We have limited liquidity and may require
additional financing to fund our operations.
As of December 31, 2025, the Company had cash
of approximately $10,000 and negative working capital of approximately $42.7 million. Our ability to continue operations is dependent
on our ability to generate sufficient revenue and/or obtain financing. There can be no assurance that additional financing will be available
on acceptable terms, or at all. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the
scope of our planned development, which could harm our business, financial condition, and operating results.
17
We have significant outstanding liabilities
and legal proceedings that could adversely affect our financial condition.
The Company has significant accounts payable,
contract liabilities, notes payable, and accrued expenses. Additionally, the Company is subject to various legal proceedings, including
lawsuits by creditors, equipment suppliers, and former contractors. Adverse outcomes in any of these proceedings could materially affect
our financial position and results of operations.
Risks Related to Regulatory and Legal Matters
We are subject to anti-corruption, anti-bribery,
and sports integrity laws and regulations.
The Company and its subsidiaries, sub-licensees,
franchise holders, and team owners are required to comply with anti-corruption and anti-bribery laws in all jurisdictions in which we
operate, as well as ICC anti-corruption codes. Any violation of these laws or codes could result in criminal penalties, fines, suspension,
or termination of our Event Rights, any of which could have a material adverse effect on our business.
Changes in tax laws or regulations, including
the recently enacted UAE Corporate Tax, could increase our tax burden.
IPG is subject to the UAE Corporate Tax Law effective
January 1, 2024, which imposes a 9% tax on taxable income exceeding the exemption threshold. Changes in applicable tax laws or their interpretation,
or the enactment of new taxes in jurisdictions where we operate, could increase our effective tax rate and adversely affect our financial
results.
The Event Rights Agreement is governed by
Sri Lankan law and disputes are subject to international arbitration, which may be costly and time-consuming.
The Event Rights Agreement is governed by the
laws of Sri Lanka, and disputes are subject to arbitration in Colombo under the Rules of the International Chamber of Commerce. The number
of arbitrators shall be three, and each party shall be entitled to select one arbitrator each, with the third selected jointly to act
as Chairman of the Arbitral Tribunal. Enforcing contractual rights through international arbitration may be more costly, time-consuming,
and uncertain than litigation in U.S. courts, and arbitral awards may be difficult to enforce in other jurisdictions.
We had negative cash flow from operations
for the fiscal years ended December 31, 2025 and December 31, 2024.
We had negative cash flow from operations of $0.1
million and $2.8 million for the years ended December 31, 2025 and 2024, respectively. To the extent that we have negative cash flow from
operations in future periods, we may need to allocate a portion of our cash reserves to fund such negative cash flow. We may also be required
to raise additional funds through the issuance of equity or debt securities. We may not be able to generate positive cash flow from our
operations and additional capital or other types of financing may not be available when needed or on terms favorable to us.
18
We may continue to incur losses in the near
future, which may impact our ability to implement our business strategy and adversely affect our financial condition.
While we are focused significantly on controlling
our operating expenses by managing variable expenses, employee count, and marketing activities in order to become cash flow positive,
these measures may adversely affect our future operating results if we are unable to support the business effectively. In turn, this would
have a negative impact on our financial condition and potentially our share price.
We may not become profitable or generate sufficient
profits from operations in the future. If our revenues do not continue to grow or our gross profits deteriorate substantially, we are
likely to continue to experience losses in future periods. Collectively, this may impact our ability to implement our business strategy
and adversely affect our financial condition. This potentially would have a negative impact on our share price.
We may be forced to litigate to defend our
intellectual property rights, or to defend against claims by third parties against urban-gro relating to intellectual property rights.
We may be forced to litigate to enforce or defend
our intellectual property rights, to protect our trade secrets or to determine the validity and scope of other parties’ proprietary
rights. Any such litigation could be very costly and could distract our management from focusing on operating our business. The existence
and/or outcome of any such litigation could harm our business.
We may not be able to successfully identify,
consummate or integrate acquisitions or to successfully manage the impacts of such transactions on our operations.
Part of our business strategy includes pursuing
synergistic acquisitions. We have expanded, and plan to continue to expand, our business by making strategic acquisitions and regularly
seeking suitable acquisition targets to enhance our growth. Material acquisitions, dispositions and other strategic transactions involve
a number of risks, including: (i) the potential disruption of our ongoing business; (ii) the distraction of management away from the ongoing
oversight of our existing business activities; (iii) incurring indebtedness; (iv) the anticipated benefits and cost savings of those transactions
not being realized fully, or at all, or taking longer to realize than anticipated; (v) an increase in the scope and complexity of our
operations; and (vi) the loss or reduction of control over certain of our assets.
The pursuit of acquisitions may pose certain risks
to us. We may not be able to identify acquisition candidates that fit our criteria for growth and profitability. Even if we are able to
identify such candidates, we may not be able to acquire them on terms or financing satisfactory to us. We will incur expenses and dedicate
attention and resources associated with the review of acquisition opportunities, whether or not we consummate such acquisitions.
Additionally, even if we are able to acquire suitable
targets on agreeable terms, we may not be able to successfully integrate their operations with ours. Achieving the anticipated benefits
of any acquisition will depend in significant part upon whether we integrate such acquired businesses in an efficient and effective manner.
We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within
the anticipated timing or at all. The benefits from any acquisition will be offset by the costs incurred in integrating the businesses
and operations. We may also assume liabilities in connection with acquisitions to which we would not otherwise be exposed. An inability
to realize any or all of the anticipated synergies or other benefits of an acquisition as well as any delays that may be encountered in
the integration process, which may delay the timing of such synergies or other benefits, could have an adverse effect on our business,
results of operations and financial condition.
19
Risks Related to Ownership of Our Common Stock
Our failure to meet the continued listing requirements of Nasdaq
could result in the delisting of our Common Stock.
Although we regained compliance with Nasdaq’s
continued listing requirements in March 2026, we are currently subject to a one-year Discretionary Panel Monitor. If we fail to maintain
compliance during the monitoring period, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative
effect on the price of our common stock and would impair stockholders’ ability to sell or purchase our common stock when they wish
to do so, as well as adversely affect our ability to issue additional securities and obtain additional financing in the future.
There can be no assurance that we will be able
to regain compliance with the Bid Price Rule, the Timely Filing Requirement, or the Stockholders’ Equity Requirement, or will otherwise
be in compliance with other applicable Nasdaq Listing Rules. If we fail to meet the conditions set forth in our compliance plan
or if Nasdaq delists our securities from trading for any other reason, we could face significant material adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| ● | reduced
liquidity with respect to our securities; |
| ● | a
determination that our common stock is a “penny stock” which will require brokers trading in our ordinary shares to adhere
to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares; |
| ● | a
limited amount of news and analyst coverage for our company; and |
| ● | a
decreased ability to issue additional securities or obtain additional financing in the future. |
Our stock price could be extremely volatile.
As a result, shareholders may not be able to re-sell their shares at or above the price they paid for them.
The market price of our common stock may be highly
volatile and could be subject to wide fluctuations. Volatility in the market price of our common stock, as well as general economic, market
or political conditions, may prevent shareholders from being able to sell their shares at or above the price they paid for their shares
and may otherwise negatively affect the liquidity of our common stock. Shareholders may experience a decrease, which could be substantial,
in the value of their stock, including decreases unrelated to our operating performance or prospects, and shareholders could lose part
or all of their investment. The price of our common stock has been, and could continue to be, subject to wide fluctuations in response
to a number of factors, including those described elsewhere in this Registration Statement and others such as:
| ● | our
ability to generate sufficient revenues to achieve profitability and positive cash flow; |
| ● | competition
in our industry and our ability to compete effectively; |
| ● | our
ability to attract, recruit, retain and develop key personnel and qualified employees; |
| ● | reliance
on significant clients and third-party suppliers; |
| ● | our
ability to successfully identify and complete acquisitions and effectively integrate those acquisitions into our operations; |
| ● | our
actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities
analysts and investors; |
| ● | changes
in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies
with respect to us or other industry participants; |
20
| ● | developments
in our business or operations or our industry sectors generally; |
| ● | any
future offerings by us of our common stock; |
| ● | any
coordinated trading activities or large derivative positions in our common stock, for example, a “short squeeze” (a short
squeeze occurs when a number of investors take a short position in a stock and have to buy the borrowed securities to close out the position
at a time that other short sellers of the same security also want to close out their positions, resulting in a surge in stock prices,
i.e., demand is greater than supply for the stock sold short); |
| ● | legislative
or regulatory changes affecting our industry generally or our business and operations specifically; |
| ● | the
operating and stock price performance of companies that investors consider to be comparable to us; |
| ● | announcements
of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or our competitors; |
| ● | actions
by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive
officers; |
| ● | proposed
or final regulatory changes or developments; |
| ● | anticipated
or pending regulatory investigations, proceedings, or litigation that may involve or affect us; and |
| ● | the
other factors described under Risk Factors in Part I, Item 1A of this Registration Statement. |
In response to any one or more of these
events, the market price of shares of our common stock could decrease significantly. In the past, securities class action litigation
has often been initiated against companies following periods of volatility in their stock price. This type of litigation could
result in substantial costs and divert our management’s attention and resources and could also require us to make substantial
payments to satisfy judgments or to settle litigation.
Shareholders may be diluted by future issuances
of preferred stock or additional common stock in connection with our incentive plans, acquisitions or otherwise; future sales of such
shares in the public market, or the expectations that such sales may occur, could lower our stock price.
Our certificate of incorporation authorizes us
to issue shares of our common stock and options, rights, warrants and appreciation rights relating to our common stock for the consideration
and on the terms and conditions established by our Board in its sole discretion. We could issue a significant number of shares of common
stock in the future in connection with investments or acquisitions. Any of these issuances could dilute our existing shareholders, and
such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of
our common stock.
The future issuance of shares of preferred stock
with voting rights may adversely affect the voting power of the holders of shares of our common stock, either by diluting the voting power
of our common stock if the preferred stock votes together with the common stock as a single class, or by giving the holders of any such
preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders
of our shares of our common stock.
The future issuance of shares of preferred stock
with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could
adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors
in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock
because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price, causing
economic dilution to the holders of common stock.
21
We do not anticipate paying any cash dividends
on our common stock in the foreseeable future.
We currently intend to retain our future earnings,
if any, for the foreseeable future, to fund the development and growth of our business. We do not intend to pay any dividends to holders
of our common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion
of our Board taking into account various factors, including our business, operating results and financial condition, current and anticipated
cash needs, plans for expansion, any legal or contractual limitations on our ability to pay dividends under our loan agreements or otherwise.
As a result, if our Board does not declare and pay dividends, the capital appreciation in the price of our common stock, if any, will
be our shareholders only source of gain on an investment in our common stock, and shareholders may have to sell some or all of their common
stock to generate cash flow from their investment.
If securities or industry analysts do not
publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, its trading price
and volume could decline.
We expect the trading market for our common stock
to be influenced by the research and reports that industry or securities analysts publish about us, our business or our industry. If no
additional securities or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted.
If one or more of our covering analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility
in the financial markets, which in turn could cause our stock price or trading volume to decline and our common stock to be less liquid.
Moreover, if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business,
or if our results of operations do not meet their expectations, our stock price could decline.
Provisions of our certificate of incorporation
and bylaws may delay or prevent a take-over that may not be in the best interests of our shareholders.
Provisions of our certificate of incorporation
and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our shareholders may be called,
and may delay, defer or prevent a takeover attempt.
In addition, our certificate of incorporation
authorizes the issuance of up to 3,000,000 shares of preferred stock with such rights and preferences determined from time to time by
our Board. None of our preferred shares are currently issued or outstanding. Our Board may, without shareholder approval, issue preferred
shares with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of
the holders of our common stock.
The requirements of being a public company
may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified
Board members.
As a public company, we are subject to the reporting
requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations. Compliance
with these rules and regulations involves significant legal and financial compliance costs, may make some activities more difficult, time-consuming
or costly and may increase demand on our systems and resources, particularly after we are no longer an “emerging growth company,”
as defined in the JOBS Act. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect
to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls
and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and
procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be
required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business
and operating results. We may need to hire more employees in the future or engage outside consultants, which will increase our costs and
expenses.
22
In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance
costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in
many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided
by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and
standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time
and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards
differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us, and our business may be adversely affected.
As a result of disclosure of information in this
Registration Statement and in filings required of a public company, our business and financial condition are highly visible, which may
result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business
and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these
claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business
and operating results.
We are subject to ongoing regulatory burdens
resulting from our public listing.
We continually work with our legal,
accounting and financial advisors to identify those areas in which changes should be made to our financial management control
systems to manage our obligations as a public company listed on Nasdaq. These areas include corporate governance, corporate
controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to
make, changes in these and other areas, including our internal controls over financial reporting. However, these and other measures
that we might take may not be sufficient to allow us to satisfy our obligations as a public company listed on Nasdaq on a timely
basis. In addition, compliance with reporting and other requirements applicable to public companies listed on Nasdaq creates
additional costs for us and requires the time and attention of management. The additional costs that we incur, the timing of such
costs and the impact that management’s attention to these matters may adversely affect our business and operating results.
We have identified material weaknesses in
our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not
be able to accurately report our financial results and prevent fraud. As a result, current and potential shareholders could lose confidence
in our financial statements, which would harm the trading price of our common shares.
Companies that file reports with the SEC, including
us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404. SOX 404 requires management to establish
and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Exchange Act to contain
a report from management assessing the effectiveness of a company’s internal control over financial reporting. Separately, under
SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies that are large accelerated
filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting
to and reporting on management’s assessment of internal control over financial reporting. Non-accelerated filers and smaller reporting
companies, like us, are not required to include an attestation report of their auditors in annual reports.
A report of our management is included under Item
9A. “Controls and Procedures.” We are a smaller reporting company and, consequently, are not required to include an attestation
report of our auditor in our annual report. However, if and when we become subject to the auditor attestation requirements under SOX 404,
we can provide no assurance that we will receive a positive attestation from our independent auditors.
23
During its evaluation of the effectiveness of
internal control over financial reporting as of December 31, 2025, management identified material weaknesses as described under Item 9A.
“Controls and Procedures.” We are undertaking remedial measures, which measures will take time to implement and test, to address
these material weaknesses. There can be no assurance that such measures will be sufficient to remedy the material weaknesses identified
or that additional material weaknesses or other control or significant deficiencies will not be identified in the future. If we continue
to experience material weaknesses in our internal controls or fail to maintain or implement required new or improved controls, such circumstances
could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements, or
adversely affect the results of periodic management evaluations and, if required, annual auditor attestation reports. Each of the foregoing
results could cause investors to lose confidence in our reported financial information and lead to a decline in our share price.
General Risk Factors
We are highly dependent on our management
team, and the loss of our executive officers or other key employees could harm our ability to implement our strategies, impair our relationships
with clients and adversely affect our business, results of operations and growth prospects.
Our insurance may not adequately cover our
operating risk.
We have insurance to protect our assets, operations
and employees. While we believe our insurance coverage addresses all material risks to which we are exposed and is adequate and customary
in our current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks
and hazards to which we are exposed. In addition, such insurance may not be adequate to cover our liabilities or may not be generally
available in the future or, if available, premiums may not be commercially justifiable. If we were to incur substantial liability and
such damages were not covered by insurance or were in excess of policy limits, or if we were to incur such liability at a time when we
are not able to obtain liability insurance, our business, results of operations and financial condition could be materially adversely
affected.
We may be exposed to currency fluctuations.
Although our revenues and expenses are
expected to be predominantly denominated in United States dollars, we may be exposed to currency exchange fluctuations. Recent
events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the
exchange rate between the U.S. dollar, the Canadian dollar, the Euro, and the currency of other regions in which we may operate may
have a material adverse effect on our business, financial condition and operating results. We may, in the future, establish a
program to hedge a portion of our foreign currency exposure with the objective of minimizing the impact of adverse foreign currency
exchange movements. However, even if we develop a hedging program, there can be no assurance that it will effectively mitigate
currency risks.
Changes in accounting standards and subjective
assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
U.S. generally accepted accounting principles
(“U.S. GAAP”) and related pronouncements, implementation guidelines and interpretations with regard to a wide variety of matters
that are relevant to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions, and income
taxes are highly complex and involve many subjective assumptions, estimates and judgments by our management. Changes to these rules or
their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported
results.
Our ability to maintain our reputation is
critical to the success of our business, and the failure to do so may materially adversely affect our business and the value of our common
stock.
Our reputation is a valuable component of our
business. Threats to our reputation can come from many sources, including adverse sentiment about our industry generally, unethical practices,
employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, and questionable or fraudulent
activities of our clients. Negative publicity regarding our business, employees, or clients, with or without merit, may result in the
loss of clients, investors and employees, costly litigation, a decline in revenues and increased governmental regulation. If our reputation
is negatively affected, by the actions of our employees or otherwise, our business and, therefore, our operating results and the value
of our common stock may be materially adversely affected.
24
USE OF PROCEEDS
The Selling Stockholder will receive all of the
proceeds of the sale of shares of Common Stock offered from time to time pursuant to this prospectus. Accordingly, we will not receive
any proceeds from the sale of shares of Common Stock that may be sold from time to time pursuant to this prospectus.
We may receive up to $54,000,000 in aggregate
gross proceeds under the ELOC Purchase Agreement in connection with sales of our shares of Common Stock to the Selling Stockholder that
we may, in our discretion, elect to make, from time to time pursuant to the ELOC Purchase Agreement after the date of this prospectus.
We may receive proceeds from any exercise of the warrant to purchase Common Stock for cash. As of the date of this prospectus, we cannot
currently allocate specific percentages of the proceeds that we may obtain under the ELOC Purchase Agreement and exercise of the Warrant
to particular uses and we cannot estimate the amount of proceeds that we will actually spend as opposed to retaining for working capital
purposes. Therefore, we currently intend to use the net proceeds received under the ELOC Purchase Agreement and exercise of the Warrant
for working capital and general corporate purposes, which may include covering operating or research and development expenses, and the
purchase price associated with future acquisitions. Although we may, from time to time, evaluate potential strategic investments and acquisitions,
we do not have any definitive agreements in place to make any such acquisitions at this current time.
The amounts and timing of our actual expenditures
will depend upon numerous factors, including our sales and marketing efforts, demand for our products, our operating costs and the other
factors described under and incorporated by reference in “ Risk Factors ” in this prospectus.
Our expected use of net proceeds from the sale
of our shares of Common Stock under the ELOC Purchase Agreement and exercise of the Warrant represents our current intentions based upon
our present plans and business condition, which could change in the future as our plans and business conditions evolve. Circumstances
that may give rise to a change in the use of proceeds and the alternate purposes for which the proceeds may be used include:
| ● | The
existence of other opportunities or the need to take advantage of changes in timing of our existing activities; |
| ● | The
need or desire on our part to accelerate, increase or eliminate existing initiatives due to, among other things, changing market conditions
and competitive developments; and/or |
| ● | If
strategic opportunities present themselves (including acquisitions, joint ventures, licensing and other similar transactions). |
As a result, we cannot predict with any certainty
our use of the net proceeds from this offering. Our management will retain broad discretion over the allocation of the net proceeds from
this offering. Accordingly, we will have discretion in the application of the net proceeds, and investors will be relying on our judgment
regarding the application of the proceeds we may receive under the ELOC Purchase Agreement and exercise of the Warrant.
25
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial
information presents the unaudited pro forma combined balance sheet and statements of operations based upon the combined historical financial
statements of urban-gro, Inc. (“UGRO” or the “Company”) and Flash Sports & Media, Inc. (“Flash”), including
Flash’s 51% membership interest in Innovative Production Group FZ, LLC (“IPG”), after giving effect to the Merger and the adjustments
described in the accompanying notes.
The unaudited pro forma combined statement of
operations for the three months ended March 31, 2026 combines the historical results of operations of UGRO and Flash giving effect to
the Merger as if it had occurred on January 1, 2026.The unaudited pro forma combined statement of operations for the year ended December
31, 2025 combines the historical results of operations of UGRO and Flash giving effect to the Merger as if it had occurred on January
1, 2025. The unaudited pro forma combined statement of operations for the year ended December 31, 2024 combines the historical results
of operations of UGRO and Flash giving effect to the Merger as if it had occurred on January 1, 2024.
The consolidated balance sheet as of March 31,
2026 in the accompanying financial statements already includes the balance sheet effect of the Merger.
The unaudited pro forma combined financial information
should be read in conjunction with the audited and unaudited historical financial statements of UGRO and Flash (including IPG) and the
notes thereto. Additional information about the basis of presentation of this information is provided in Note 2 below.
The unaudited pro forma combined financial information
was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the transaction have been
prepared in accordance with business combination accounting guidance as provided in Accounting Standards Codification Topic 805, Business
Combinations and reflect the preliminary allocation of the purchase price to the acquired assets and liabilities based upon the preliminary
estimate of fair values, using the assumptions set forth in the notes to the unaudited pro forma combined financial information.
The unaudited pro forma combined financial information
is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would
have occurred if the transaction had been completed as of the dates set forth above, nor is it indicative of the future results or financial
position of the combined company. In connection with the pro forma financial information, UGRO allocated the purchase price using its
best estimates of fair value. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments
as additional information becomes available and as additional analyses are performed. The unaudited pro forma combined financial information
also does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or
cost savings that may result from the transaction or any integration costs.
Furthermore, the unaudited pro forma combined
statements of operations do not include certain nonrecurring charges and the related tax effects which result directly from the transaction
as described in the notes to the unaudited pro forma combined financial information.
26
Urban-grow, inc.
Unaudited Pro Forma Combined Statements of Operations
Three Months Ended March
31, 2026
|
|
urban-gro, Inc.
Consolidated (UGRO + Flash + IPG from 2/17/2026) |
|
|
Flash
Sports &
Media, Inc.
1/1/2026 to
2/17/2026 |
|
|
Innovative
Production Group FZ LLC
1/1/2026 to 2/17/2026
|
|
|
Transaction Accounting Adjustments |
|
|
Note |
|
|
Pro Forma
Combined
Three Months Ended 3/31/2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment systems |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Construction design-build |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Event rights, production, and sponsorship |
|
|
- |
|
|
|
- |
|
|
|
498,751 |
|
|
|
|
|
|
|
|
|
|
498,751 |
|
Other |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Total revenues |
|
|
- |
|
|
|
- |
|
|
|
498,751 |
|
|
|
- |
|
|
|
|
|
|
498,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment systems |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Construction design-build |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Event rights, production, and sponsorship |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Other |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Total cost of revenues |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
Gross profit |
|
|
- |
|
|
|
- |
|
|
|
498,751 |
|
|
|
- |
|
|
|
|
|
|
498,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative — excluding stock compensation |
|
|
228,080 |
|
|
|
- |
|
|
|
580,674 |
|
|
|
|
|
|
|
|
|
|
808,754 |
|
General and administrative — stock compensation |
|
|
179,108 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
179,108 |
|
Depreciation and amortization |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Amortization of acquired intangible assets |
|
|
1,718,048 |
|
|
|
- |
|
|
|
- |
|
|
|
2,014,616 |
|
|
(j) |
|
|
|
3,732,664 |
|
Impairment of goodwill and intangibles |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Business development |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Total operating expenses |
|
|
2,125,236 |
|
|
|
- |
|
|
|
580,674 |
|
|
|
2,014,616 |
|
|
|
|
|
|
4,720,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(2,125,236 |
) |
|
|
- |
|
|
|
(81,923 |
) |
|
|
(2,014,616 |
) |
|
|
|
|
|
(4,221,776 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(18,063 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
(18,063 |
) |
Interest income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Foreign exchange gain (loss) |
|
|
- |
|
|
|
- |
|
|
|
(5,005 |
) |
|
|
|
|
|
|
|
|
|
(5,005 |
) |
Non-refundable income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Loss on issuance of derivatives |
|
|
(208,658 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
(208,658 |
) |
Change in fair value of derivative liabilities (loss) |
|
|
2,384 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
2,384 |
|
Other income (expense), net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Total non-operating income (expenses) |
|
|
(224,337 |
) |
|
|
- |
|
|
|
(5,005 |
) |
|
|
- |
|
|
|
|
|
|
(229,342 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(2,349,573 |
) |
|
|
- |
|
|
|
(86,928 |
) |
|
|
(2,014,616 |
) |
|
|
|
|
|
(4,451,117 |
) |
Provision for (benefit from) income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
Net loss from continuing operations |
|
|
(2,349,573 |
) |
|
|
- |
|
|
|
(86,928 |
) |
|
|
(2,014,616 |
) |
|
|
|
|
|
(4,451,117 |
) |
Less: Net income attributable to noncontrolling interest |
|
|
(76,110 |
) |
|
|
- |
|
|
|
- |
|
|
|
(42,595 |
) |
|
(k) |
|
|
|
(118,705 |
) |
Net loss attributable to UGRO |
|
|
(2,273,463 |
) |
|
|
- |
|
|
|
(86,928 |
) |
|
|
(1,972,022 |
) |
|
|
|
|
|
(4,332,413 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding — basic and diluted |
|
|
822,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
822,221 |
|
Net loss per share — basic and diluted |
|
$ |
(2.77 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(5.27 |
) |
27
Urban-grow, inc.
Unaudited Pro Forma Combined Statements of Operations
Year Ended December 31, 2025
|
|
urban-gro, Inc. |
|
|
Flash Sports & Media, Inc. |
|
|
Innovative Production Group FZ LLC |
|
|
Transaction Accounting |
|
|
|
|
|
Pro Forma Combined |
|
|
|
Historical |
|
|
Historical |
|
|
Historical |
|
|
Adjustments |
|
|
Note |
|
|
FY2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Construction design-build |
|
|
8,467,451 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
8,467,451 |
|
Event rights, production, and sponsorship |
|
|
- |
|
|
|
- |
|
|
|
4,859,715 |
|
|
|
|
|
|
|
|
|
|
|
4,859,715 |
|
Other |
|
|
180,761 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
180,761 |
|
Total revenues |
|
|
17,399,438 |
|
|
|
- |
|
|
|
4,859,715 |
|
|
|
- |
|
|
|
|
|
|
|
22,259,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment systems |
|
|
8,344,998 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
8,344,998 |
|
Services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Construction design-build |
|
|
8,730,918 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
8,730,918 |
|
Event rights, production, and sponsorship |
|
|
- |
|
|
|
- |
|
|
|
3,895,017 |
|
|
|
|
|
|
|
|
|
|
|
3,895,017 |
|
Other |
|
|
148,968 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
148,968 |
|
Total cost of revenues |
|
|
17,224,884 |
|
|
|
- |
|
|
|
3,895,017 |
|
|
|
- |
|
|
|
|
|
|
|
21,119,901 |
|
Gross profit |
|
|
174,554 |
|
|
|
- |
|
|
|
964,698 |
|
|
|
- |
|
|
|
|
|
|
|
1,139,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative — excluding stock compensation |
|
|
17,270,657 |
|
|
|
118,368 |
|
|
|
785,135 |
|
|
|
|
|
|
|
|
|
|
|
18,174,160 |
|
General and administrative — stock compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Depreciation and amortization |
|
|
349,364 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
349,364 |
|
Amortization of acquired intangible assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
14,930,657 |
|
|
|
(j) |
|
|
|
14,930,657 |
|
Impairment of goodwill and intangibles |
|
|
566,609 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
566,609 |
|
Business development |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Total operating expenses |
|
|
18,186,630 |
|
|
|
118,368 |
|
|
|
785,135 |
|
|
|
14,930,657 |
|
|
|
|
|
|
|
34,020,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(18,012,076 |
) |
|
|
(118,368 |
) |
|
|
179,563 |
|
|
|
(14,930,657 |
) |
|
|
|
|
|
|
(32,881,538 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1,675,713 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(1,675,713 |
) |
Interest income |
|
|
526 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
526 |
|
Foreign exchange gain (loss) |
|
|
- |
|
|
|
- |
|
|
|
(3,713 |
) |
|
|
|
|
|
|
|
|
|
|
(3,713 |
) |
Non-refundable income |
|
|
- |
|
|
|
- |
|
|
|
69,849 |
|
|
|
|
|
|
|
|
|
|
|
69,849 |
|
Loss on extinguishment of debt |
|
|
7,476 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
7,476 |
|
Loss on settlement |
|
|
(62,850 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(62,850 |
) |
Other income (expense), net |
|
|
(1,951,308 |
) |
|
|
- |
|
|
|
10,512 |
|
|
|
|
|
|
|
|
|
|
|
(1,940,796 |
) |
Total non-operating income (expenses) |
|
|
(3,681,869 |
) |
|
|
- |
|
|
|
76,648 |
|
|
|
- |
|
|
|
|
|
|
|
(3,605,221 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(21,693,945 |
) |
|
|
(118,368 |
) |
|
|
256,211 |
|
|
|
(14,930,657 |
) |
|
|
|
|
|
|
(36,486,759 |
) |
Provision for (benefit from) income taxes |
|
|
14,608 |
|
|
|
- |
|
|
|
18,192 |
|
|
|
|
|
|
|
|
|
|
|
32,800 |
|
Net loss from continuing operations |
|
|
(21,679,337 |
) |
|
|
(118,368 |
) |
|
|
238,019 |
|
|
|
(14,930,657 |
) |
|
|
|
|
|
|
(36,519,559 |
) |
Less: Net income attributable to noncontrolling interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
116,629 |
|
|
|
(k) |
|
|
|
116,629 |
|
Net loss attributable to UGRO |
|
|
(21,679,337 |
) |
|
|
(118,368 |
) |
|
|
238,019 |
|
|
|
(15,047,286 |
) |
|
|
|
|
|
|
(36,636,188 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding — basic and diluted |
|
|
528,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
625,101 |
|
Net loss per share — basic and diluted |
|
$ |
(41.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(58.61 |
) |
28
urban-grow, inc.
Unaudited Pro Forma Combined Statements of Operations
Year Ended December 31, 2024
|
|
UGRO |
|
|
Flash |
|
|
IPG |
|
|
Transaction |
|
|
|
|
|
Pro Forma |
|
|
|
Historical |
|
|
Historical |
|
|
Historical |
|
|
Adjustments |
|
|
Note |
|
|
Combined |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Construction design-build |
|
|
18,604,827 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
18,604,827 |
|
Event rights / production / sponsorship (IPG) |
|
|
- |
|
|
|
- |
|
|
|
12,043,110 |
|
|
|
|
|
|
|
|
|
|
|
12,043,110 |
|
Other |
|
|
352,798 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
352,798 |
|
Total revenues |
|
|
31,203,300 |
|
|
|
- |
|
|
|
12,043,110 |
|
|
|
- |
|
|
|
|
|
|
|
43,246,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment systems |
|
|
10,582,731 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
10,582,731 |
|
Services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Construction design-build |
|
|
20,782,689 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
20,782,689 |
|
Event rights / production (IPG) |
|
|
- |
|
|
|
- |
|
|
|
10,925,405 |
|
|
|
|
|
|
|
|
|
|
|
10,925,405 |
|
Other |
|
|
226,611 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
226,611 |
|
Total cost of revenues |
|
|
31,592,031 |
|
|
|
- |
|
|
|
10,925,405 |
|
|
|
- |
|
|
|
|
|
|
|
42,517,436 |
|
Gross profit |
|
|
(388,731 |
) |
|
|
- |
|
|
|
1,117,705 |
|
|
|
- |
|
|
|
|
|
|
|
728,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative (ex stock comp) |
|
|
21,006,685 |
|
|
|
- |
|
|
|
1,729,028 |
|
|
|
|
|
|
|
|
|
|
|
22,735,713 |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Depreciation and amortization |
|
|
1,067,219 |
|
|
|
- |
|
|
|
- |
|
|
|
14,930,657 |
|
|
|
(j) |
|
|
|
15,997,876 |
|
Impairment of goodwill and intangibles |
|
|
5,958,632 |
|
|
|
500,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
6,458,632 |
|
Business development |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Total operating expenses |
|
|
28,032,536 |
|
|
|
500,000 |
|
|
|
1,729,028 |
|
|
|
14,930,657 |
|
|
|
|
|
|
|
45,192,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(28,421,267 |
) |
|
|
(500,000 |
) |
|
|
(611,323 |
) |
|
|
(14,930,657 |
) |
|
|
|
|
|
|
(44,463,247 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1,021,947 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(1,021,947 |
) |
Interest income |
|
|
2,420 |
|
|
|
- |
|
|
|
185 |
|
|
|
|
|
|
|
|
|
|
|
2,605 |
|
Change in fair value of contingent consideration |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Foreign exchange gain (loss) |
|
|
- |
|
|
|
- |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
105 |
|
Non-refundable income |
|
|
- |
|
|
|
- |
|
|
|
1,092,500 |
|
|
|
|
|
|
|
|
|
|
|
1,092,500 |
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
Loss on settlement |
|
|
(205,000 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(205,000 |
) |
Other income (expense) |
|
|
256,811 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
256,811 |
|
Total non-operating income (expense) |
|
|
(967,716 |
) |
|
|
- |
|
|
|
1,092,790 |
|
|
|
- |
|
|
|
|
|
|
|
125,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(29,388,983 |
) |
|
|
(500,000 |
) |
|
|
481,467 |
|
|
|
(14,930,657 |
) |
|
|
|
|
|
|
(44,338,173 |
) |
Provision for (benefit from) income taxes |
|
|
29,705 |
|
|
|
- |
|
|
|
34,332 |
|
|
|
|
|
|
|
|
|
|
|
64,037 |
|
Net loss from continuing operations |
|
|
(29,359,278 |
) |
|
|
(500,000 |
) |
|
|
447,135 |
|
|
|
(14,930,657 |
) |
|
|
|
|
|
|
(44,402,210 |
) |
Net income attributable to noncontrolling interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
219,096 |
|
|
|
(k) |
|
|
|
219,096 |
|
Net loss attributable to UGRO stockholders |
|
|
(29,359,278 |
) |
|
|
(500,000 |
) |
|
|
447,135 |
|
|
|
(15,149,753 |
) |
|
|
|
|
|
|
(44,621,306 |
) |
29
urban-grow, inc.
Notes to Unaudited Pro Forma Financial Statements
Note 1 — Description of Transaction
On February 17, 2026, urban-gro, Inc. (“UGRO”
or the “Company”) completed its merger (the “Merger”) with Flash Sports & Media, Inc. (“Flash”), a Delaware
corporation, pursuant to an Agreement and Plan of Merger dated February 17, 2026. As a result of the Merger, Flash became a wholly owned
subsidiary of the Company. Concurrently, Flash holds a 51% membership interest in Innovative Production Group FZ, LLC (“IPG”),
a Dubai Free Zone entity, pursuant to a Membership Interest Purchase Agreement dated July 27, 2025, as amended.
Under the terms of the Merger, stockholders of
Flash received (i) 131,027 shares of the Company’s common stock and (ii) shares of Series B Non-Voting Convertible Preferred Stock. The
Preferred Stock is convertible into shares of common stock upon receipt of stockholder approval. Following the Merger, the Company operates
as a diversified sports, media, and experiential marketing platform under the Flash Sports & Media brand.
Note 2 — Basis of Pro Forma Presentation
The unaudited pro forma combined financial statements
are presented to illustrate the estimated effects of the Merger as if it had been consummated on January 1, 2025 for purposes of the unaudited
pro forma combined statement of operations and on December 31, 2025 for purposes of the unaudited pro forma combined balance sheet. The
pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances.
The unaudited pro forma combined financial statements
are provided for informational purposes only and do not purport to represent what the Company’s results of operations or financial position
would have been had the Merger been completed on the dates indicated, nor do they project the Company’s results of operations or financial
position for any future period or date. The pro forma adjustments are preliminary and subject to revision as additional information becomes
available and additional analyses are performed during the measurement period (up to one year from the acquisition date).
Note 3 — Purchase Price Allocation
The Merger has been accounted for as a business
combination under ASC 805, Business Combinations, with UGRO as the accounting acquirer. The following table summarizes the preliminary
allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date:
30
The following tables summarize the consideration transferred and the preliminary allocation of the purchase price to the estimated fair
values of the assets acquired and liabilities assumed as of the acquisition date (February 17, 2026):
| |
Amount | |
Step 1 — Flash acquisition of 51% of IPG | |
| |
Cash (due to seller) | |
$ | 5,000,000 | |
Contingent consideration | |
| 10,630,251 | |
Subtotal — Step 1 | |
| 15,630,251 | |
| |
| | |
Step 2 — UGRO acquisition of 100% of Flash | |
| | |
Common stock | |
| 423,217 | |
Series B non-voting convertible preferred stock | |
| 176,076,783 | |
Subtotal — Step 2 | |
| 176,500,000 | |
Total consideration transferred | |
$ | 192,130,251 | |
| |
Amount | |
Identifiable assets acquired: | |
| |
Cash and cash equivalents | |
$ | 144,231 | |
Accounts receivable | |
| 3,022,524 | |
Loans, advances and other current assets | |
| 190,606 | |
Identifiable intangible assets | |
| 138,031,000 | |
Total identifiable assets acquired | |
| 141,388,362 | |
| |
| | |
Liabilities assumed: | |
| | |
Accounts payable | |
| (2,235,394 | ) |
Due to related party | |
| (1,270,340 | ) |
Deferred revenue and other current liabilities | |
| (1,652,878 | ) |
Total liabilities assumed | |
| (5,158,611 | ) |
| |
| | |
Net identifiable assets acquired | |
| 136,229,750 | |
Less: Noncontrolling interest in IPG (49% — proportionate share) | |
| (66,877,521 | ) |
Goodwill | |
| 122,778,022 | |
Total consideration transferred | |
$ | 192,130,251 | |
31
The following is a summary of provisional identifiable intangible assets:
Intangible Asset | |
Fair Value | | |
Useful Life |
LPL Event Rights | |
$ | 108,689,000 | | |
10 years |
First Right of Refusal on remaining 49% of IPG | |
| 2,500,000 | | |
Until exercised |
Customer relationships | |
| 5,690,000 | | |
7 years |
Trade name | |
| 9,815,000 | | |
10 years |
Production technology | |
| 6,337,000 | | |
5 years |
Cricket league licenses (Malaysia, Singapore, Zimbabwe) | |
| 5,000,000 | | |
5 years |
Total identifiable intangible assets | |
$ | 138,031,000 | | |
|
Goodwill represents the excess of the consideration
transferred, plus the noncontrolling interest, over the fair value of identifiable net assets acquired. Goodwill is primarily attributable
to the assembled workforce, expected synergies, and growth opportunities in the global T20 cricket ecosystem. Goodwill is not deductible
for income tax purposes or: is deductible over 15 years under IRC §197 — confirm with tax advisor.
Note 4 — Pro Forma Adjustments
The unaudited pro forma combined financial statements
reflect the following adjustments:
(a) To record the $5,000,000 cash consideration
owed by Flash to the former owner of IPG under Step 1 of the transaction, presented as Due to Seller at December 31, 2025 because the
payment had not been disbursed as of the pro forma balance sheet date.
(b) To record identifiable intangible assets acquired
at acquisition-date fair value of $138,031,000, pushed up to 100% on consolidation with the 49% offset recognized as noncontrolling interest
at (i). Components: LPL Event Rights / media rights $108,689,000; Trade Name $9,815,000; Production Technology $6,337,000; Customer Relationships
$5,690,000; Cricket League Licenses $5,000,000; First Right of Refusal on the remaining 49% of IPG $2,500,000.
(c) To record goodwill of $122,778,022, representing
the residual of total consideration transferred of $192,130,251 plus noncontrolling interest of $66,877,521 less identifiable intangible
assets of $138,031,000 less net tangible assets acquired of $1,801,250. Presented on the S-1 combined-view basis under ASC 805-30-30-1.
(d) To record contingent consideration of $10,630,251
related to the Step 1 earn-out under the Membership Interest Purchase Agreement, measured at acquisition-date fair value under ASC 805-30-25-5.
The earn-out has a maximum payout of $24,000,000 over three years at a 90% achievement threshold, payable in buyer shares. Fair value
was determined using a probability-weighted expected return model ($12,600,000 undiscounted) discounted at a 12% credit-risk-adjusted
rate over a 1.5-year weighted payment timing. Classified as a liability and remeasured at fair value each reporting date with changes
recognized in earnings.
(e) To eliminate IPG’s historical common stock
of $40,843 on consolidation.
(f) To record Step 2 equity consideration of $176,500,000
issued by the Company to Flash stockholders, consisting of $423,217 of common stock (131,027 shares) and $176,076,783 of Series B Non-Voting
Convertible Preferred Stock.
(g) To eliminate IPG’s historical additional paid-in
capital of $2,623,126 recorded from pre-acquisition capitalization.
(h) To eliminate the pre-acquisition accumulated
deficits of Flash ($254,987) and IPG ($4,210,232), totaling $4,465,219.
(i) To record the noncontrolling interest of $66,877,521
representing the 49% of IPG not acquired by Flash, measured at its proportionate share of IPG’s identifiable net assets at the acquisition
date (49% × $136,484,737) under ASC 805-20-30-1.
32
(j) To record amortization of the acquired identifiable
intangible assets for the period presented (included in the pro forma combined statement of operations), based on full-year amortization
of $14,930,657 allocated on a straight-line basis ($3,732,664 for the three months ended March 31, 2026 and $14,930,657 for each of the
years ended December 31, 2025 and December 31, 2024). Composed of LPL Event Rights $10,868,900 (10-year useful life), Customer Relationships
$812,857 (7-year), Trade Name $981,500 (10-year), Production Technology $1,267,400 (5-year), and Cricket League Licenses $1,000,000 (5-year).
The First Right of Refusal is not amortized.
(k) To reclassify 49% of IPG’s historical net
income for each period presented as net income attributable to noncontrolling interest in the pro forma combined statements of operations.
Note 5 — Noncontrolling Interest
The Company holds a 51% membership interest in
IPG. The remaining 49% is held by the former owners of IPG and is presented as noncontrolling interest in the consolidated financial statements.
The Company holds a first right of refusal to acquire the remaining 49% interest within three years at a fixed price based on an agreed
total valuation. The noncontrolling interest is measured at its proportionate share of IPG’s identifiable net assets at the acquisition
date.
Note 6 — Contingent Consideration
In connection with the acquisition of IPG, Flash
agreed to contingent earn-out payments of up to $24,000,000 payable in shares over three years (2025-2027), contingent on IPG achieving
certain revenue and EBITDA targets. The preliminary fair value of the contingent consideration at the acquisition date is approximately
$10,630,000, determined using a probability-weighted expected return model and discounted at a credit-risk-adjusted rate. The contingent
consideration is classified as a liability and will be remeasured at fair value at each reporting date, with changes recognized in earnings.
Note 7 — Intangible Asset Amortization
The following table presents estimated future
amortization expense for the identifiable intangible assets recognized in connection with the Merger:
Year | |
Amortization | |
2026 (from 2/17/26, ~10.5 months) | |
$ | 13,045,925 | |
2027 | |
$ | 14,931,000 | |
2028 | |
$ | 14,931,000 | |
2029 | |
$ | 14,931,000 | |
2030 | |
$ | 14,931,000 | |
Thereafter | |
$ | 62,892,000 | |
Total | |
$ | 135,531,000 | |
33
SELLING
STOCKHOLDER
The Selling Stockholder may from time to time
offer and sell any or all of the shares of Common Stock set forth below pursuant to this prospectus. When we refer to the Selling Stockholder
in this prospectus, we refer to the entity listed in the table below, and the pledgees, donees, transferees, assignees, successors and
other permitted transferees that hold the Selling Stockholder’s interest in the shares of Common Stock after the date of this prospectus.
The following table sets forth certain
information provided by or on behalf of the Selling Stockholder concerning the shares of Common Stock that may be offered from time
to time by the Selling Stockholder pursuant to this prospectus. The Selling Stockholder identified below may have sold, transferred
or otherwise disposed of all or a portion of their shares of Common Stock or other Company securities after the date on which they
provided us with information regarding such securities. Moreover, the shares of Common Stock identified below include only the
shares being registered for resale and may not incorporate all shares of Common Stock or other securities of the Company deemed to
be beneficially held by the Selling Stockholder. The number of shares of Common Stock beneficially owned by the Selling Stockholder
is determined under rules promulgated by the SEC.
Any changed or new information given to us by
the Selling Stockholder, including regarding the identity of, and the securities held by, the Selling Stockholder, will be set forth in
a prospectus supplement or amendments to the Registration Statement, if and when necessary. The Selling Stockholder may sell all, some
or none of the shares of Common Stock in this offering. See the section of this prospectus entitled “ Plan of Distribution ”
for more information.
Other than as described below or elsewhere in
this prospectus, the Selling Stockholder does not have any material relationship with us or any of our predecessors or affiliates.
Name of Selling Stockholder |
|
Number of
Shares
Owned
Prior to the
Offering |
|
|
Maximum
Number of
Shares to
be Sold
Pursuant to
this Prospectus |
|
|
Number of
Shares
Owned
After
Offering (1) |
|
|
Percent of
Shares
Owned After
Offering (1)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hudson Global Ventures, LLC (2) |
|
|
30,520 |
|
|
|
6,300,000 |
|
|
|
30,520 |
|
|
|
0.05 |
% |
(1) | Assumes
that all Securities offered by them under this prospectus are sold. |
(2) |
The principal business address for the Selling Stockholder is 1751 Panorama Point, Unit G, Lafayette, Colorado 80026. |
(3) |
Applicable percentage ownership is based on approximately 55,826,228 shares of Common Stock issued and outstanding after the full conversion
of UGRO Non-Voting Convertible Preferred Stock. The ELOC Purchase Agreement contains limitations that prevent the Selling Stockholder
from purchasing shares that would result in the number of shares beneficially owned by it and its affiliates exceeding 4.99% of all of
the Common Stock outstanding at such time. This limitation does not prevent the Selling Stockholder from selling shares acquired under
the ELOC Purchase Agreement and thereafter acquiring additional shares, subject in each case to the terms and conditions of the ELOC Purchase
Agreement. |
34
THE ELOC PURCHASE AGREEMENT
On February 4, 2026, we entered into the ELOC
Purchase Agreement with the Selling Stockholder, pursuant to which we have the right, but not the obligation, to direct the Selling Stockholder
to purchase up to $25,000,000 in ELOC Shares upon satisfaction of certain terms and conditions contained in the ELOC Purchase Agreement.
On April 20, 2026, we entered into an amendment to amend the purchase amount to $54,000,000. Such sales of our Common Stock, if any, will
be subject to certain limitations, and may occur from time to time at our sole discretion over the approximately 24-month period commencing
on the date of execution of the ELOC Purchase Agreement, provided that the Registration Statement, and any other registration statement
the Company may file from time to time covering the resale by the Selling Stockholder of ELOC Shares or Commitment Shares, is declared
effective by the SEC and remains effective, and the other conditions set forth in the ELOC Purchase Agreement are satisfied.
The Selling Stockholder has no right to require
any sales by us, but the Selling Stockholder is obligated to make purchases at our direction subject to certain conditions. There is no
upper limit on the price per share that the Selling Stockholder could be obligated to pay for ELOC Shares under the ELOC Purchase Agreement.
Actual sales of ELOC Shares to the Selling Stockholder from time to time will depend on a variety of factors, including, among others,
market conditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for us and
our operations. The net proceeds that we may receive under the ELOC Purchase Agreement, if any, cannot be determined at this time, since
it will depend on the frequency and prices at which we sell ELOC Shares to Selling Stockholder, our ability to meet the conditions of
the ELOC Purchase Agreement, and the other limitations, terms and conditions of the ELOC Purchase Agreement and any impacts of the Beneficial
Ownership Limitation.
The ELOC Purchase Agreement contains customary
representations, warranties, conditions and indemnification obligations of the parties.
The ELOC Purchase Agreement and Warrant were executed
prior to the Company’s 1-for-25 reverse stock split effected on February 9, 2026. All share numbers and per-share prices in this
Registration Statement have been adjusted to reflect the reverse stock split. Under the terms of the Warrant, the exercise price and number
of shares issuable upon exercise automatically adjusted upon the reverse stock split.
Purchase of ELOC Shares
Under the ELOC Purchase Agreement, after the satisfaction
of certain conditions, we have the right to deliver a Put Notice to the Selling Stockholder that directs the Selling Stockholder to purchase
an amount of ELOC Shares in an amount totaling at least $25,000 but not exceeding the lesser of (i) $2,000,000 or (ii) 200% of the average
daily trading volume of the Common Stock during the three trading days immediately before the date of the Put Notice.
The purchase price to be paid by the Selling Stockholder
for the ELOC Shares included in a Put Notice will be the lesser of (i) ninety percent (90%) of the average of the three lowest traded
prices of the Company’s Common Stock during the ten trading days immediately preceding the date of the Put Notice and (ii) ninety
percent (90%) of the lowest traded price of the Company’s Common stock during the Valuation Period.
Consideration
As consideration for the Selling Stockholder’s
execution and delivery of the ELOC Purchase Agreement, we agreed to issue to the Selling Stockholder certain common stock purchase warrant
for the purchase of 55,556 shares of the Common Stock at an exercise price of $12.50 per share, subject to adjustment. We are registering
the Exercise Shares upon exercise of the Warrants under the Registration Statement. The Selling Stockholder may exercise the Warrant during
the period commencing on February 4, 2026 and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after February
4, 2026.
C onditions
to Delivery of Advance Notices
Our ability to deliver Put Notices under the ELOC
Purchase Agreement is subject to the satisfaction of certain conditions, including, among other things, the following:
|
● |
The Registration Statement, and any amendment or supplement thereto, must remain effective for the resale by the Selling Stockholder of the ELOC Shares and Commitment Shares at prevailing market prices and (i) neither the Company nor the Selling Stockholder shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) there must not be any other suspension of the use of, or withdrawal of the effectiveness of, the Registration Statement or related prospectus. |
35
|
● |
The representations and warranties of the Company must be true and correct in all material respects as of the date of the ELOC Purchase Agreement and as of the date of each closing on Put Shares under the ELOC Purchase Agreement (except for representations and warranties specifically made as of a particular date). |
|
|
|
|
● |
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the ELOC Purchase Agreement to be performed, satisfied or complied with by the Company, including but not limited to the delivery of the Put Shares in accordance with the ELOC Purchase Agreement. |
|
|
|
|
● |
There must not be a statute, rule, regulation, executive order, decree, ruling or injunction that has been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects any of the transactions contemplated by the ELOC Purchase Agreement, or any proceeding that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the ELOC Purchase Agreement. |
|
|
|
|
● |
There must not an event that had or is reasonably likely to have a material adverse effect on the Company since the date the Company filed its most recent report with the SEC. |
|
|
|
|
● |
Trading of the Common Stock must not have been suspended by the SEC, Nasdaq, or FINRA, or otherwise halted for any reason, and the Common Stock must not have been delisted from Nasdaq. In the event of a suspension, delisting, or halting for any reason, of the trading of
### EX-5.1 - OPINION OF WHITEFORD, TAYLOR & PRESTON LLP
EX-5.1
2
ea029198701ex5-1.htm
OPINION OF WHITEFORD, TAYLOR & PRESTON LLP
Exhibit 5.1
|
WHITEFORD, TAYLOR & PRESTON LLP
1021 E. CARY STREET, SUITE 2001
RICHMOND, VA 23219
www.whitefordlaw.com
|
May 26, 2026
Board of Directors
URBAN-GRO, INC.
1751 Panorama Point, Unit G
Lafayette, CO 80026
| RE: | Registration Statement on Form S-1 |
Board of Directors:
We have acted as counsel to urban-gro, Inc. a
Delaware corporation (the “ Company ”), in connection with the Registration Statement on Form S-1, as may be amended
(the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”)
under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the registration of the proposed
offer and resale from time to time of up to 6,300,000 shares of the Company’s common stock, par value $0.001 per share (the “ Common
Stock ”) by the selling stockholder named in the Registration Statement (the “ Shares ”). The Shares
are comprised of Common Stock issuable under that certain Equity Purchase Agreement by and between the Company and the Hudson Global Ventures,
LLC, dated as of April 9, 2025 and an amendment to the ELOC Purchase Agreement dated April 20, 2026 (collectively, the “ ELOC
Purchase Agreement ”). The Shares are to be issued pursuant to the terms and conditions as set forth in the ELOC Purchase
Agreement and other related transaction documents entered into in connection therewith (the “ Transaction Documents ”).
In rendering the opinion set forth below, we have
examined and relied upon the Registration Statement and related prospectus, and originals or copies, certified or otherwise, of the Company’s
organizational documents, the ELOC Purchase Agreement, other Transaction Documents, and such other documents, records, certificates, memoranda
and other instruments, and such others matters of fact and questions of law, as we have considered necessary or appropriate for purposes
of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual
matters without having independently verified such factual matters.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the authenticity of original documents and the conformity to original
documents of all photostatic and facsimile copies submitted to us, and the due execution and delivery of all documents by any party where
due execution and delivery are a prerequisite to the effectiveness thereof. We have also assumed that all information contained in all
documents reviewed by us is true, correct and complete. As to any facts material to the opinion expressed herein that were not independently
established or verified, we have relied upon statements and representations of officers and other representatives of the Company.
Based upon, subject to and limited by the foregoing,
we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the ELOC Purchase Agreement
and the other Transaction Documents, will be validly issued, fully paid and non-assessable.
In rendering the foregoing opinion, we have assumed
that (i) at the time of offer and sale of any of the Shares, the Registration Statement will have been declared effective under the Securities
Act, and no stop order suspending its effectiveness will have been issued and remain in effect, and (ii) the Shares have been, and will
be, acquired by the holders pursuant to the terms and conditions set forth in the ELOC Purchase Agreement and other Transaction Documents.
To the extent the obligations of the Company with respect to the Shares may be dependent upon such matters, we also assume for purposes
of this letter that each of the other parties under the ELOC Purchase Agreement and other Transaction Documents, as applicable, is duly
authorized validly existing and in good standing under the laws of its jurisdiction of organization; that such party is duly qualified
to engage in the activities contemplated by such ELOC Purchase Agreement and other Transaction Documents, as applicable; that such ELOC Purchase
Agreement and other Transaction Documents, as applicable, have been duly authorized, executed and delivered by the other party and constitutes
the valid and binding obligation of the other party enforceable against the other party in accordance with its terms; that such other
party is in compliance with respect to performance of its obligations under such ELOC Purchase Agreement and other Transaction Documents,
as applicable, with all applicable laws and regulations; and such other party has the requisite organizational and legal power and authority
to perform its obligations under such ELOC Purchase Agreement and other Transaction Documents, as applicable.
We assume no obligation to update or supplement
this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion
letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above. Without
limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement
or the related prospectus, other than as expressly stated herein with respect to the Shares to be issued pursuant to the Registration
Statement.
This opinion letter is furnished in connection
with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each
instance. No portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior
written consent.
The forgoing opinion is limited to the Delaware
General Corporation Law, as currently in effect. We express no opinion and make no representation with respect to the law of any other
jurisdiction and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
We hereby consent to the reference to our firm
under the caption “Legal Matters” in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration
Statement. Such consent does not constitute a consent under Section 7 of the Securities Act, because we have not certified any part of
such Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
|
|
|
/s/ Whiteford, Taylor & Preston LLP |
|
|
|
Whiteford, Taylor & Preston LLP |
|
### EX-10.29 - FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHT AGREEMENT, D
EX-10.29
3
ea029198701ex10-29.htm
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHT AGREEMENT, DATED APRIL 20, 2026, BY AND BETWEEN URBAN-GRO, INC. AND HUDSON GLOBAL VENTURES, LLC
Exhibit 10.29
FIRST AMENDMENT
This first
amendment (the “Amendment”) to the Financing Documents (as defined below) is entered into as of April 20, 2026 (the “Effective
Date”), by and between Urban-gro, Inc., a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada
limited liability company (the “Investor”, and collectively with the Company, the “Parties”).
WHEREAS the Parties
have entered into an equity purchase agreement (the “EPA”) and a registration rights agreement (the “RRA”, and
collectively with the EPA and all ancillary documentation thereto, the “Financing Documents”), on or around February 4, 2026;
and
WHEREAS , the Parties
now desire to amend the Financing Documents;
NOW, THEREFORE ,
the Parties hereto agree as follows:
| 1. | Amendment . All references in the Financing Documents to “Twenty-Five Million Dollars”
in the Financing Documents shall be amended to “Fifty-Four Million Dollars”. All references in the Financing Documents to
“$25,000,000.00” in the Financing Documents shall be amended to “$54,000,000.00”. |
| 2. | Effect of Amendment; Full Force and Effect . This Amendment shall form a part of the Financing Documents
for all purposes, and each Party shall be bound hereby and this Amendment and the Financing Documents shall be read and interpreted as
one combined instrument. Except as herein expressly amended or otherwise provided herein, each and every term, condition, warranty and
provision of the Financing Documents shall remain in full force and effect, and such are hereby ratified, confirmed and approved by the
Parties. Section 10.1 of the EPA shall apply to this Amendment. |
| 3. | Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages
shall be effective as delivery of a manually executed counterpart to this Amendment. |
[Signature Page Follows]
|
|
IN
WITNESS WHEREOF , the Parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized
as of the Effective Date.
|
THE COMPANY: |
|
|
|
|
URBAN-GRO, INC. |
|
|
|
|
By: |
/s/
Bradley Nattrass |
|
Name: |
Bradley Nattrass |
|
Title: |
Chief Executive Officer |
|
|
|
|
INVESTOR: |
|
|
|
|
HUDSON GLOBAL VENTURES, LLC |
|
|
|
|
By: |
/s/ Seth Ahdoot |
|
Name: |
Seth Ahdoot |
|
Title: |
Member |
### EX-23.1 - CONSENT OF SURI AND CO
EX-23.1
4
ea029198701ex23-1.htm
CONSENT OF SURI AND CO
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent
to the incorporation by reference in this Registration Statement on Form S-1 of urban-gro, Inc. of our report dated April 15, 2026 relating
to the consolidated financial statements of urban-gro, Inc. included in the Annual Report on Form 10-K for the year ended December 31,
2025 as of and for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in
such Registration Statement.
/s/ Suri & Co., Chartered
Accountants
No. 443 & 445 Guna Complex,
Chennai
Date: May 26, 2026
Place: Chennai, India
### EX-FILING FEES - FILING FEE TABLE
Filing Fee Exhibit
0001706524
1
2026-05-22
2026-05-22
0001706524
2026-05-22
2026-05-22
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-1
URBAN-GRO, INC.
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line Item Type |
|
Security Type |
|
Security Class Title |
|
Notes |
|
Fee Calculation
Rule |
|
Amount Registered |
|
Proposed Maximum Offering
Price Per Unit |
|
Maximum Aggregate Offering Price |
|
Fee Rate |
|
Amount of Registration Fee |
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
Newly Registered Securities |
Fees to be Paid |
|
Equity |
|
Common stock, par value $0.001 per share |
|
(1) |
|
457(a) |
|
6,300,000 |
|
$ |
3.99 |
|
$ |
25,137,000.00 |
|
0.0001381 |
|
$ |
3,470.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts: |
|
$ |
25,137,000.00 |
|
|
|
|
3,470.42 |
Total Fees Previously Paid: |
|
|
|
|
|
|
|
0.00 |
Total Fee Offsets: |
|
|
|
|
|
|
|
0.00 |
Net Fee Due: |
|
|
|
|
|
|
$ |
3,470.42 |
__________________________________________
Offering Note(s)
(1) |
Consists of 6,300,000 shares of common stock, consisting of (i) up to 6,244,800 shares issuable pursuant to the ELOC Purchase Agreement and (ii) up to 55,200 shares issuable upon exercise of the Warrant.
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the registrant’s common stock as reported on Nasdaq on May 22, 2026, which date is within five business days prior to the filing of this registration statement. UGRO’s high and low on May 22, 2026 were $4.08 and $3.90, respectively.
Calculated pursuant to Rule 457(a) under the Securities Act based on the proposed maximum aggregate offering price. The current SEC filing fee rate is $138.10 per $1,000,000, or 0.00013810. |