FORM 12b-25




(Check One)    ☐ Form 10-K    Form 20-F   Form 11-K    Form 10-Q    Form 10-D  Form N-CEN    Form N-CSR


For Period Ended: March 31, 2020


Transition Report on Form 10-K

Transition Report on Form 20-F

Transition Report on Form 11-K

Transition Report on Form 10-Q

For the Transition Period Ended: ________________________


Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.



If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




urban-gro, Inc.

Full Name of Registrant:


Former Name if Applicable


1751 Panorama Point, Unit G

Address of Principal Executive Office (Street and Number)


Lafayette, CO 80026

City, State, Zip Code



PART II - RULES 12b-25 (b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or subject distribution report on form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.








State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period.


urban-gro, Inc. (the “Company”) is unable to file its Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”) in a timely manner without unreasonable effort and expense. The Company previously relied on the order (the “Order”) promulgated by the Securities and Exchange Commission on March 25, 2020 in Release No. 34-88465 relating to the Securities Exchange Act of 1934, as amended, to support the delay in the filing of the Form 10-Q by June 29, 2020. On May 15, 2020, the Company filed a Current Report on Form 8-K pursuant to the Order. Due to the outbreak of the COVID-19 pandemic, the Company has had unanticipated delays in completing its financial statements and the Form 10-Q due to disruptions in the Company’s day-to-day operations resulting in limited access to the Company’s facilities and limited support from its staff and professional advisors. As a result, additional time is required by the Company to compile the necessary data to furnish to its professionals to complete the Form 10-Q. The Company currently anticipates that it will file the Form 10-Q prior to the fifth calendar day following the prescribed due date.




(1) Name and telephone number of person to contact in regard to this notification:



Bradley Nattrass   (720)   390-3880
(Name)   (Area Code)   (Telephone No.)


(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes    No


(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes   ☐ No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.



The Company expects to report a net loss of $1.7 million for the quarter ended March 31, 2020 ($0.06 per share) compared to a net loss of $1.5 million for the quarter ended March 31, 2019 ($0.06 per share). The Company anticipates reporting that the following items, among others, contributed to the increase in net loss for the quarter ended March 31, 2020 compared to the quarter ended March 31, 2019:


·$1.6 million decrease in revenues, or 27% year-over-year, primarily due to decreased sales volume;
·$1.1 million decrease in cost of sales, or 25% year-over-year, primarily due to the decrease in sales volume;
·$0.5 million decrease in operating expenses, or 16% year-over-year, due to reductions in marketing related expenses, stock-based compensation expenses and salary related expenses; and
·An increase in interest expense.



urban-gro, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


Date: June 29, 2020   By:

/s/ Bradley Nattrass

Bradley Nattrass, Chief Executive Officer