---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-043145"
form_type: "8-K"
ticker: "UGRO"
cik: "0001706524"
company_name: "urban-gro, Inc."
filed_at: "2026-04-14T23:59:59+00:00"
generated_at: "2026-05-15T06:23:56.953248+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Urban-gro raises $2.025M via 12% secured convertible note with warrants

## Summary
- First tranche principal $2,225,495; net proceeds ~$2M after $25K legal fee withheld.
- Note convertible at lesser of $36/share or 80% of 3-lowest VWAPs over prior 10 days.
- Issued warrants: 154,166 shares at $18 strike and 26,000 pre-funded at $0.01 per share.
- Second tranche up to $549,505 principal for $500K, conditional on filing 10-K by April 27.
- Note secured by substantially all assets, junior to existing $2M senior debt to Grow Hill.

## SEC filing metadata
- accession: 0001213900-26-043145
- form_type: 8-K
- ticker: UGRO
- cik: 0001706524
- company_name: urban-gro, Inc.
- filed_at: 2026-04-14T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1706524/000121390026043145/0001213900-26-043145-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1706524/000121390026043145/ea0286170-8k_urban.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-043145
- JSON: https://secwatch.observer/filing/0001213900-26-043145.json
- Plain text: https://secwatch.observer/filing/0001213900-26-043145.txt

## Source-grounded claims
- claim_id: bb919c92c4369bc7755bcc9ddad561068915826f
  claim: urban-gro, Inc. incurred convertible notes of up to $2,775,000 with Agile Hudson Partners LLC at 12% maturing twelve (12) months from the date the applicable purchase price for such tranche is funded.
  evidence_excerpt: On April 7, 2026, Urban-gro, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Agile Hudson Partners LLC (the “Buyer”), pursuant to which the Buyer agreed to purchase, and the Company agreed to issue and sell to the Buyer, a 12% secured promissory note (the “Note”) in an aggregate principal amount of up to $2,775,000, at an aggregate purchase price of up to $2,525,000, in one or more tranches.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000121390026043145/0001213900-26-043145-index.htm
- claim_id: 9a3d83544d768cd988ea740644574676eebf292e
  claim: urban-gro, Inc. entered into Securities Purchase Agreement with Agile Hudson Partners LLC valued at aggregate principal amount of up to $2,775,000 (effective 2026-04-07).
  evidence_excerpt: On April 7, 2026, Urban-gro, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Agile Hudson Partners LLC (the “Buyer”), pursuant to which the Buyer agreed to purchase, and the Company agreed to issue and sell to the Buyer, a 12% secured promissory note (the “Note”) in an aggregate principal amount of up to $2,775,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000121390026043145/0001213900-26-043145-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.