Current Report Filing (8-k)
June 29 2021 - 9:06AM
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): June 28, 2021
urban-gro,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-39933
|
|
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
|
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
1.01.Entry Into a Material Definitive Agreement.
Stock
Purchase Agreement
On June 28, 2021, urban-gro, Inc., (the “Company”
or “Parent”), urban-gro Architect Holdings, LLC, (the “Buyer”), a wholly-owned subsidiary of the Company,
the 2WRGA Shareholders, the 2WRCO Shareholders, the MJ12 Shareholders, the 2WRMS Shareholders (collectively, the “Sellers”
and each a “Seller”), and Sam Andras, an individual (the “Seller Representative”) entered into a Stock Purchase
Agreement (the “Purchase Agreement”), pursuant to which the Buyer will purchase all of the issued and outstanding capital
stock of 2WR of Colorado, Inc., a Colorado corporation (“2WRCO”), 2WR of Georgia, Inc., a Georgia corporation (“2WRGA”),
MJ12 Design Studio, Inc., a Colorado corporation (“MJ12”) (collectively, the “Purchased Shares”) from the Sellers.
In connection with the acquisition of the Purchased Shares, Buyer will enter into an affiliate relationship with 2WR of Mississippi,
P.C., a Mississippi professional corporation (“2WRMS” and together with 2WRCO, 2WRGA and MJ12, the “Target Companies”).
Pursuant to the Purchase Agreement, the Purchased
Shares will have a purchase price of up to $7.1 million, which purchase price is subject to customary working capital adjustments
(the “Purchase Price”). At closing, the Purchase Price will be paid in the form of wire transfer of immediately available
funds and the issuance of unregistered shares (the “Closing Payment Shares”) of Parent’s common stock, par value
$0.001 (“Parent Common Stock”), which Closing Payment Shares will have an aggregate stated value of approximately $2.0
million. Additionally, the Purchase Agreement provides for additional earnout payments (“Earnout Payments”) to the Sellers
of up to an aggregate amount of $2.0 million, payable in cash or unregistered shares of Parent Common Stock in the Buyer’s sole
discretion. The Earnout Payments are payable quarterly for a two year period and will be equal to twenty percent of the Target Companies’
Quarterly Gross Profit (as defined in the Purchase Agreement). The value of the shares of Parent Common Stock to be issued in the transaction
will be determined based upon the daily volume weighted average closing price of the Parent Common Stock in the ten trading days prior
to the issuance of such shares.
The Purchase Agreement contains customary representations
and warranties, operating covenants and termination rights.
The
foregoing provides only a brief description of the material terms of the Purchase Agreement and does not purport to be a complete description
of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full
text of the Purchase Agreement filed as an exhibit to this Current Report on Form 8-K, and is incorporated herein by reference.
Item
9.01.Financial Statements and 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.
|
URBAN-GRO,
INC.
|
|
|
|
Date:
June 29, 2021
|
By:
|
/s/
Bradley Nattrass
|
|
|
Bradley
Nattrass
|
|
|
Chief
Executive Officer
|
Urban Gro (NASDAQ:UGRO)
Historical Stock Chart
From Aug 2024 to Sep 2024
Urban Gro (NASDAQ:UGRO)
Historical Stock Chart
From Sep 2023 to Sep 2024