urban-gro settles Gemini lawsuit; will issue up to 19.99% of stock to resolve $1.49M claim

urban-gro, Inc.

Settlement resolves $1.49M claim from Gemini after UG Construction defaulted on $10M credit line.
Up to 2.59M shares (19.99% of outstanding) to be issued via court-approved Section 3(a)(10) exemption.
Gemini limited to 4.99% beneficial ownership cap; must sell no more than 10% of daily volume.
Foreclosure sale of UG Construction assets occurred Sept 4, 2025; Gemini acquired them for $450k.
Litigation dismissed with prejudice after last share issuance; mutual release of claims.

item 1.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.7

urban-gro, Inc. issued common stock to Gemini Finance Corp. for net proceeds equal to the Claim Amount.

Security: common stock
Purchaser: Gemini Finance Corp.
Consideration: net proceeds equal to the Claim Amount

Exact text from the filing

the Company will issue to the Lender shares of the Company’s common stock (the “Common Stock”) that, upon sale by the Lender, would result in net proceeds to the Lender equal to the Claim Amount

View on SEC.gov

Browse all equity issuances →

urban-gro, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-095792

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.