UGRO Urban-Gro, Inc. - 8-K

Item
5.07. Submission of Matters to a Vote of Security Holders.

On June 3, 2026, urban-gro, Inc. (the
“Company”) held its previously announced Special Meeting of Stockholders (the “Special Meeting”). However,
the Company did not achieve a quorum and therefore was unable to transact business at the meeting virtually via live webcast at
www.virtualshareholdermeeting.com/UGRO2026SM. During the period of adjournment, the Company expects the original proxy materials to
continue to be delivered to stockholders who have not yet received them, and the Company will continue to solicit proxies and
stockholder votes in advance of the adjourned Special Meeting. The record
date for the determination of stockholders of the Company entitled to vote at the adjourned Special Meeting remains the close of
business on May 6, 2026.

Pursuant to the Company’s bylaws, whether
or not there is such a quorum at any meeting, the presiding officer of the meeting may adjourn the meeting from time to time without notice
other than announcement at the meeting. Accordingly, the Special Meeting was adjourned to June 12, 2026, at 10:00 AM EST.

At the adjourned Special Meeting on June 12, 2026,
stockholders will be deemed to be present in person and vote at such adjourned meeting in the same manner as disclosed in the definitive
proxy statement the Company filed with the Securities and Exchange Commission on May 14, 2026. Valid proxies submitted prior to the reconvened
Special Meeting will continue to be valid for the upcoming reconvened Special Meeting, unless properly changed or revoked prior to votes
being taken at such reconvened Special Meeting.

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