urban-gro Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On November 5, 2025, certain subsidiaries (the “Seller Parties”) of urban-gro, Inc. (the “Company”) entered into a Bill of Sale, Assignment and Assumption, and Purchase Agreement (the “Purchase Agreement”) with 2WR of Georgia, Inc. (the “Buyer”). Pursuant to the Purchase Agreement, the Buyer acquired (the “Acquisition”) certain customer lists of the Seller Parties. The purchase price paid by the Buyer for the Acquisition consisted of $143,000 in cash. Additionally, pursuant to the Purchase Agreement, the parties agreed to waive and terminate the non-solicitation provision applicable to the Buyer that was contained in the Stock and Asset Purchase Agreement among the Seller Parties, the Company and the other parties thereto, as previously reported in the Company’s Current Report on Form 8-K filed on September 2, 2025.
The Purchase Agreement includes non-competition and non-solicitation restrictions applicable to the Seller Parties and customary representations and warranties and covenants of the parties. Subject to certain limitations, the Seller Parties will indemnify the Buyer and its affiliates and representatives against certain losses related to, among other things, breaches of the Seller Parties’ representations, warranties or covenants, the operations of the Seller Parties’ business prior to the closing, and certain tax, work-in-progress, and employment-related matters.
The Purchase Agreement has been included as an exhibit hereto to provide investors with information regarding its terms and is not intended to provide any financial or other factual information about the Company, the Seller Parties or the Buyer. In particular, the representations, warranties and covenants contained in the Purchase Agreement (i) were made only for purposes of that agreement and as of specific dates, (ii) were made solely for the benefit of the parties to the Purchase Agreement, (iii) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement rather than establishing those matters as facts, and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |
| 10.1* | Bill of Sale, Assignment and Assumption, and Purchase Agreement by and among 2WR of Georgia, Inc., UG Architecture, Inc f/k/a 2WR of Colorado, Inc., and urban-gro Architect Holdings, LLC, dated November 3, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| URBAN-GRO, INC. | ||
| Date: November 12, 2025 | By: | /s/ Bradley Nattrass |
| Bradley Nattrass | ||
| Chairperson of the Board of Directors and Chief Executive Officer | ||
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