urban-gro Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or Commission File Number:001-39933 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the 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 for the past 90 days.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☐Yes☒No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller Reporting Company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter on June 30, 2024 was $13,235,644. As of January 12, 2026, the registrant had 17,750,640 shares of Common Stock outstanding. TABLE OF CONTENTS Item No.Page No.Cautionary Information about Forward-Looking StatementsiiPART I1Item 1.Business1Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments23Item 1C.Cybersecurity23Item 2Properties24Item 3.Legal Proceedings24Item 4.Mine Safety Disclosures26PART II27Item 5.Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of EquitySecurities27Item 6.[Reserved]28Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk31Item 8.Financial Statements and Supplementary Data31Item 9.Changes in and Disagreements on Accounting and Financial Disclosure31Item 9A.Controls and Procedures32Item 9B.Other Information33Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections33PART III34Item 10.Directors, Executive Officers and Corporate Governance34Item 11.Executive Compensation38Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43Item 13.Certain Relationships and Related Transactions, and Director Independence44Item 14.Principal Accounting Fees and Services45PART IV47Item 15.Exhibits, Financial Statement Schedules47Item 16.Form 10-K Summary47Signatures48Index to Financial StatementsF-1i Cautionary Information about Forward-Looking Statements This Annual Report on Form 10-K (“Form 10-K” or this “Report”) contains forward-looking statements within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of1934, as amended (the “Exchange Act”), including statements related to: future events; challenges we may face; growth strategy;expansion and future operations; the ability to recognize backlog as revenue; financial position; estimated or projec