Item 2.02. Results of Operations and Financial Condition.

On May 10, 2023, urban-gro, Inc. (the "Company") issued a press release announcing its financial results for the first quarter of 2023and reiterating its full year 2023 guidance. As indicated in the press release, the Company scheduled a conference call and live audio webcast for May 10, 2023, at 4:30 p.m. Eastern time to discuss the operational and financial results and to answer questions. The conference call is publicly accessible via webcast and telephone (available live and for replay), and the press release includes instructions for accessing the webcast via the Company's website or dialing in to the call. A replay of the call will be made available on the Company's website after the call and will be archived for 90 days following the event. Availability of the call replay posted on the Company's website is at the Company's discretion and may be discontinued at any time. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, unless specifically identified as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)Exhibits.

Exhibit Number               Exhibit Description
99.1                           Press Release dated May 10, 2023
                             Cover Page Interactive Data File (embedded within the Inline XBRL
104                          document)

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