Item 2.02. Results of Operations and Financial Condition.

On November 9, 2021, urban-gro, Inc. (the "Company") issued a press release announcing its preliminary financial results for the third quarter of fiscal year 2021 and provided full year guidance. A copy of the press release is being furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.

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 (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.




Item 8.01. Other Events.

On November 9, 2021, urban-gro, Inc. (the "Company") issued a press release announcing its exclusive engagement with Urban Health Farms for its European expansion. A copy of the press release is being furnished as Exhibit 99.2 hereto and is hereby incorporated by reference.

The information furnished 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 (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.





Number   Exhibit
99.1       Press Release issued by urban-gro, Inc. on November 9, 2021

99.2       Press Release issued by urban-gro, Inc. on November 9, 2021.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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