お知らせ • Mar 01
urban-gro Regains Compliance with Timely Filing Requirement and Receives Deficiency Letters Regarding Non-Compliance with Minimum Bid Requirement and Non-Compliance with Shareholders’ Equity Rule
On February 18, 2025, urban-gro, Inc. filed each of its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024 and an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and on February 19, 2025 the Company filed an amendment to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which amendments included restated financial statements for the periods covered therein. As a result of these filings, on February 24, 2025, the Listing Qualifications Department of Nasdaq notified the Company that it had regained compliance with the Filing Requirement. As previously reported, on August 20, 2024, the Company received a notice from The Nasdaq Stock Market LLC (‘Nasdaq’) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the ‘Filing Requirement’). The Filing Requirement requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. Also as previously reported, on November 21, 2024, the Company received a notice from Nasdaq stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, the Company continued to not be in compliance with the Filing Requirement. On February 24, 2025, the Company received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock, par value $0.001 per share (the ‘Common Stock’) had closed at a price of below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the ‘Minimum Bid Requirement’). The notice has no immediate effect on the listing of the Common Stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of ten consecutive trading days during this 180-day compliance period, unless the Staff exercises its discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The time period for the Company to regain compliance with the Minimum Bid Requirement will expire on August 25, 2025. In the event that the Company does not regain compliance within the 180-day compliance period, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Minimum Bid Requirement, and provide written notice to the Staff of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company does not meet the other listing standards, the Staff could provide notice that the Common Stock will become subject to delisting. In the event the Company receives notice that the Common Stock is being delisted, the Nasdaq Listing Rules permit the Company to appeal any such delisting determination by the Staff to a Hearings Panel. The Company intends to actively monitor the closing bid price of its Common Stock and is evaluating available options to regain compliance with the Minimum Bid Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement or that the Company will otherwise remain in compliance with the other listing standards for Nasdaq. On February 24, 2025, the Company received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying the Company that, because the stockholder’s equity of the Company was below $2.5 million as reported on the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, the Company no longer meets the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Rule 5550(b)(1), requiring a minimum stockholders’ equity of $2.5 million (the ‘Minimum Stockholders’ Equity Requirement’). The notice of the Company’s failure to meet the Minimum Stockholders’ Equity Requirement has no immediate effect on the listing of the Common Stock on Nasdaq. In accordance with Nasdaq Marketplace Rule 5810(c)(2)(C), the Company has 45 calendar days, or until April 10, 2025, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the original notice to evidence compliance, or until August 25, 2025, to regain compliance with the Minimum Stockholders’ Equity Requirement. In the event the plan is not accepted by Nasdaq, or in the event the plan is accepted by Nasdaq and the 180-day extension period is granted, but the Company fails to regain compliance within such plan period, the Company would have the right to a hearing before a Hearings Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the Hearings Panel following the hearing. The Company is currently evaluating options to regain compliance and intends to timely submit a plan to regain compliance with the Minimum Stockholders’ Equity Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Stockholders’ Equity Requirement or that the Company will otherwise remain in compliance with the other listing standards for Nasdaq.
