Current Report Filing (8-k)
May 24 2021 - 1:58PM
Edgar (US Regulatory)
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): May 24, 2021
urban-gro,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-39933
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46-5158469
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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UGRO
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Nasdaq
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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 [X]
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
7.01.
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Regulation
FD Disclosure
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urban-gro,
Inc. (the “Company”) today announced that its Board of Directors has authorized a stock repurchase program under which the
Company can repurchase up to $5 million of the currently outstanding shares of the Company’s common stock, over a period of 12
months through open market purchases that are in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.
The
Board also authorized the Company to establish “Rule 10b5-1 trading plans.” Rule 10b5-1 trading plans allow companies to
repurchase shares at times when they might otherwise be prevented from doing so by securities laws or because of self-imposed trading
blackout periods. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to Securities and Exchange Commission
regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common
stock in accordance with the terms of the plan.
The
actual timing, number and value of shares repurchased under the stock repurchase program will depend on a number of factors, including
constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities.
The share buyback program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded,
extended, modified or discontinued at any time. Payment for shares repurchased under the program will be funded using the Company’s
cash on hand.
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:
May 24, 2021
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By:
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/s/
Bradley Nattrass
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Bradley
Nattrass
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Chief
Executive Officer
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