UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11,
2021
urban-gro,
Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-52898 |
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46-5158469 |
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(IRS
Employer Identification No.) |
1751 Panorama Point, Unit G
Lafayette, Colorado 80026
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (720)
390-3880
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each
Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
| Common
stock, par value $0.001 per share |
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UGRO |
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Nasdaq
Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item
1.01. |
Entry into a Material Definitive
Agreement. |
Underwriting Agreement
On February 11, 2021, urban-gro, Inc. (the “Company”) entered into
an underwriting agreement (the “Underwriting Agreement”) with
ThinkEquity, a division of Fordham Financial Management, Inc. (the
“Underwriter”), relating to the Company’s underwritten public
offering (the “Offering”) of its common stock, par value $0.001 per
share (the “Common Stock”). Pursuant to the Underwriting Agreement,
the Company agreed to sell 5,400,000 shares of Common Stock to the
Underwriter at a public offering price of $10.00 per share (the
“Offering Price”), and granted the Underwriter a 45-day
over-allotment option to purchase up to 810,000 additional shares
of Common Stock, equivalent to 15% of the shares of Common Stock
sold in the Offering (the “Option”), pursuant to the Company’s
registration statement on Form S-1 (File Nos. 333-250120 and
333-253011) (the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides that the
Company will indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act, or contribute to
payments the Underwriter may be required to make because of any of
those liabilities. In exchange for the Underwriter’s services, the
Company agreed to (i) sell the Common Stock to the Underwriter at a
purchase price of $9.36 per share, and (ii) issue the Underwriter
(or its designees) warrants to purchase shares of Common Stock
equal to 5.0% of the aggregate number of shares of Common Stock
sold in the Offering (the “Warrants”).
The Offering closed on February 17, 2021, and the Company sold
6,210,000 shares of Common Stock to the Underwriter for total gross
proceeds of $62.1 million, which includes 810,000 shares sold upon
the full exercise of the Option. After deducting the underwriting
commissions, discounts, and offering expenses, the Company received
net proceeds of approximately $57.8 million.
The foregoing summary of the Underwriting Agreement is qualified in
its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is attached as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Underwriter’s Warrants
On February 17, 2021, pursuant to the Underwriting Agreement, the
Company issued the Warrants to purchase up to an aggregate of
310,500 shares of Common Stock. The Warrants may be exercised
beginning on August 11, 2021 until February 11, 2026. The initial
exercise price of each Warrant is $12.50 per share, which
represents 125% of the Offering Price.
The foregoing summary of the Warrants is qualified in its entirety
by reference to the full text of the form of Warrant, a copy of
which is attached as Exhibit 4.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
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Item
7.01. |
Regulation FD Disclosure. |
On February 11, 2021 and February 17, 2021, the Company issued
press releases announcing the pricing of the Offering and the
closing of the Offering, respectively. Copies of the press releases
are furnished as Exhibits 99.1 and 99.2, respectively, to this
Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit
99.1 and Exhibit 99.2, is being furnished for informational
purposes only and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference in
any filing under the Exchange Act, except as expressly set forth by
specific reference in such filing.
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Item
9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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URBAN-GRO,
INC. |
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| Date: February 17,
2021 |
By: |
/s/ Bradley Nattrass |
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Bradley Nattrass |
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Chief Executive
Officer |
