urban-gro Inc 2024年度报告

WASHINGTON, D.C. 20549 FORM10-K/A (Amendment No. 2) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYesxNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYesxNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.oYesxNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).xYesoNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule12b-2 of the Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).oYesxNo The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscalquarter on June 30, 2023 was $10,984,218. As of February18, 2025, the registrant had12,696,557shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant’s definitive proxy statement relatingto the 2024 Annual Meeting of Shareholders, filed on Schedule 14A with the Securities and Exchange Commission on April 25, 2024, as supplemented on May7, 2024. EXPLANATORY NOTE REGARDING THE RESTATEMENT This Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) is being filed to amend and restate urban-gro, Inc.’s (together with itswholly owned subsidiaries, the “Company”) Annual Report on Form 10-K for the fiscal year ended December31, 2023 (“Original Filing”),filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2024 (“Original Filing Date”), as amended on April 25, 2024on Form 10-K/A ("Amendment No. 1"). Amendment No. 1 was filed for the sole purpose to correct the previously filed Exhibit Index, whichinadvertently did not incorporate by reference previously-filed exhibits or include a reference to the date, and the filing with which, suchexhibits were previously filed and to file additional exhibits, which were inadvertently omitted from the Exhibit Index. In filing this Amendment No. 2, we are restating our previously issued audited Consolidated Financial Statements as of and for the fiscalyears ended December31, 2023 and 2022, as well as the related unaudited condensed consolidated interim financial information for each of thequarters within fiscal years ended December31, 2023 and 2022 (collectively, the “Affected Periods”) to account for certain adjustmentsdiscovered during the Company’s re-audit of its financial statements for the Affected Periods. Those previously issued financial statements forthe Affected Periods should no longer be relied upon. In addition, we intend to file an amendment to our Quarterly Report on Form 10-Q for thefiscal quarter ended March 31, 2024 (such report, together with this Amendment No. 2, the “Amended Reports”), originally filed with t