Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 18, 2021


urban-gro, Inc.

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)


000-52898   46-5158469
(Commission File Number)   (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:


  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share   UGRO   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.








Item 1.02. Termination of a Material Definitive Agreement.


On February 18, 2021, urban-gro, Inc. (the “Company”) repaid in full all outstanding indebtedness under its credit agreement, dated February 21, 2020, as amended on September 4, 2020 (the “Credit Agreement”), by and among the Company, as borrower, urban-gro Canada Technologies Inc. and Impact., as guarantors, the lenders party thereto (the “Lenders”), and Bridging Finance Inc., as administrative agent for the Lenders (the “Agent”). The Credit Agreement and related security interests were terminated in conjunction with the repayment in full of approximately $5,550,000 of principal plus accrued interest of approximately $39,000 thereon. The material terms of the Credit Agreement are described in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 18, 2020 and the Company’s Form 10-Q filed with the SEC on November 3, 2020. Prepayment and other fees of approximately $166,000 were incurred by the Company in connection with the termination of the Credit Agreement.


The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, which was filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the SEC on May 18, 2020, and the first amendment to the Credit Agreement, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2020, each of which is incorporated by reference herein.


Item 7.01. Regulation FD Disclosure.


On February 22, 2021, the Company issued a press release announcing the repayment of the Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


The information disclosed under this Item 7.01, including Exhibit 99.1, 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.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No. Description
99.1 Press release dated February 22, 2021

















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.


Date: February 22, 2021 By: /s/ Bradley Nattrass
    Bradley Nattrass
    Chief Executive Officer