Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




Appointment of Directors

On October 20, 2021, the Board appointed Sonia Lo as a director, to hold office until the Company's 2022 annual meeting of stockholders or until her successor is duly elected and qualified.

Ms. Lo brings over two decades of combined agriculture, technology, and business experience to urban-gro. From May 2020 to May 2021, Ms. Lo was CEO of Sensei Ag Holdings, Inc. During her tenure, she led the building of four farms across North America, ranging from low-tech aquaponics and high dome poly, to high-tech glasshouse facilities. From April 2013 to April 2020, Ms. Lo was CEO of Crop One Holdings, Inc., a vertical farming company that owns FreshBoxFarms in Millis, MA. She is the first woman to serve as CEO of a major vertical farming company. Ms. Lo has a Bachelor's degree in Political Science & Mathematics from Stanford University and an MBA from Harvard Business School.

Ms. Lo does not have any family relationships with any of the Company's directors or executive officers or any people nominated or chosen by the Company to become a director or executive officer. Ms. Lo is not a party to any transactions described by Item 404(a) of Regulation S-K.

The Company issued a press release regarding Ms. Lo's appointments on October 21, 2021. The full text of the press release is furnished as Exhibit 99.1 to this Report.

Item 9.01. Financial Statements and Exhibits.






Number   Exhibit
99.1       Press Release issued by urban-gro, Inc. on October 21, 2021
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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