UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)    ☐ Form 10-K    ☐ Form 20-F   ☐ Form 11-K    ☒ Form 10-Q   ☐ Form 10-D ☐ Form N-CEN   ☐ Form N-CSR

For Period Ended: March 31, 2020

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: ________________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

urban-gro, Inc.

Full Name of Registrant:

Former Name if Applicable

1751 Panorama Point, Unit G

Address of Principal Executive Office (Street and Number)

Lafayette, CO 80026

City, State, Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period.

urban-gro, Inc. (the “Company”) is unable to file its Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”) in a timely manner without unreasonable effort and expense. The Company previously relied on the order (the “Order”) promulgated by the Securities and Exchange Commission on March 25, 2020 in Release No. 34-88465 relating to the Securities Exchange Act of 1934, as amended, to support the delay in the filing of the Form 10-Q by June 29, 2020. On May 15, 2020, the Company filed a Current Report on Form 8-K pursuant to the Order. Due to the outbreak of the COVID-19 pandemic, the Company has had unanticipated delays in completing its financial statements and the Form 10-Q due to disruptions in the Company’s day-to-day operations resulting in limited access to the Company’s facilities and limited support from its staff and professional advisors. As a result, additional time is required by the Company to compile the necessary data to furnish to its professionals to complete the Form 10-Q. The Company currently anticipates that it will file the Form 10-Q prior to the fifth calendar day following the prescribed due date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes   ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes   ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report a net loss of $1.7 million for the quarter ended March 31, 2020 ($0.06 per share) compared to a net loss of $1.5 million for the quarter ended March 31, 2019 ($0.06 per share). The Company anticipates reporting that the following items, among others, contributed to the increase in net loss for the quarter ended March 31, 2020 compared to the quarter ended March 31, 2019:

urban-gro, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.