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Item 5. Market for Registrant’s Common Equity

2026-01-16 compared with 2024-03-28 · 53 added, 27 removed, 5 unchanged (94% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

On February 17, 2021, we completed a public offering of 6,210,000 shares of our common stock, inclusive of the underwriters’ full overallotment, at $10.00 per share for total gross offering proceeds of $62,100,000.

In connection with the offering, we received approval to list our common stock on Nasdaq Capital Market under the symbol "UGRO." Prior to the offering, shares of our common stock were quoted on the OTC Markets Group, Inc.

OTCQX Marketplace under the symbol "UGRO." Although our shares were quoted on the OTCQX Marketplace from October 7, 2019 through February 11, 2021, because trading on the OTCQX Marketplace was infrequent and limited in volume, the prices at which such transactions occurred did not necessarily reflect the price that would have been paid for our common stock in a more liquid market.

The trading price of our common stock has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described in Part I, Item 1A, "Risk Factors."

As of March 16, 2024, we had 89 holders of record of our Common Stock.

The number of shareholders of record does not include beneficial owners of our common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Since our inception, we have not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings, if any, will be retained for use in the development and operation of our business.

In the future, our Board may decide, at its discretion, whether dividends may be declared and paid to holders of our common stock.

We are subject to certain reporting requirements and furnish annual financial reports to our shareholders, certified by our independent accountants, and furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC.

All reports and information filed by us can be found at the SEC website, www.sec.gov.

On February 17, 2021, we

completed a public offering of 6,210,000 shares of our common stock, inclusive of the underwriters’ full overallotment, at $10.00

per share for total gross offering proceeds of $62,100,000.

In connection with the offering, we received approval to list our common

stock on Nasdaq Capital Market under the symbol “UGRO.” Prior to the offering, shares of our common stock were quoted on

the OTC Markets Group, Inc.

OTCQX Marketplace under the symbol “UGRO.” Although our shares were quoted on the OTCQX Marketplace

from October 7, 2019 through February 11, 2021, because trading on the OTCQX Marketplace was infrequent and limited in volume, the prices

at which such transactions occurred did not necessarily reflect the price that would have been paid for our common stock in a more liquid

The trading price of our

common stock has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond

our control, including those described in Part I, Item 1A, “Risk Factors.”

As of January 12, 2025, we

had 79 holders of record of our Common Stock.

The number of shareholders of record does not include beneficial owners of our common stock

whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Since our inception, we have

not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings, if any, will be retained

for use in the development and operation of our business.

In the future, our Board may decide, at its discretion, whether dividends may

be declared and paid to holders of our common stock.

We are subject to certain

reporting requirements and furnish annual financial reports to our shareholders, certified by our independent accountants, and furnish

unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC.

All reports and information filed by

us can be found at the SEC website, www.sec.gov.

UNREGISTERED SALES OF EQUITY SECURITIES

During the quarter ended December 31, 2023, we issued the following securities that were not registered under the Securities Act:

• During the quarter ended, December 31, 2023, the Company issued shares of the Company's common stock to satisfy contingent consideration purchase price liabilities for the Emerald and DVO acquisitions as follows:

◦ Emerald - 85,639 shares at an average price per share of $1.31.

During the year ended December 31,

2024, we issued the following securities that were not registered under the Securities Act:

● The Company issued the following shares of the Company’s common

stock to satisfy contingent consideration purchase price liabilities for acquisitions as follows:

DVO - 44,032 shares at an average price per share of $1.82.

The foregoing issuances of restricted shares of common stock were issued under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

The Company believes the issuance of the foregoing restricted shares was exempt from registration as a privately negotiated, isolated, non-recurring transaction not involving a public solicitation.

No commissions were paid regarding the share issuances, and the share certificates were issued with a Rule 144 restrictive legend.

Purchase of Equity Securities by Issuer and Affiliated Purchasers

During the year ended December 31, 2023, the Company did not repurchase common stock.

The Company’s Board has authorized the Company to repurchase common stock through a variety of methods, including open market repurchases, purchases by

contract (including, without limitation, 10b5-1 and 10b-18 plans), and/or privately negotiated transactions.

The amount, timing, or prices of repurchases, may vary based on market conditions and other factors.

UG Construction – 27,115 shares at an average price per share of $1.82.

The foregoing issuances of

restricted shares of common stock were issued under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation

D promulgated thereunder.

The Company believes the issuance of the foregoing restricted shares was exempt from registration as a privately

negotiated, isolated, non-recurring transaction not involving a public solicitation.

No commissions were paid regarding the share issuances,

and the share certificates were issued with a Rule 144 restrictive legend.

Purchase of Equity Securities by Issuer and

Affiliated Purchasers

During the year ended December 31,

2024, the Company did not repurchase common stock.

The Company’s Board has authorized the Company to repurchase common stock

through a variety of methods, including open market repurchases, purchases by contract (including, without limitation, 10b5-1 and 10b-18

plans), and/or privately negotiated transactions.

The amount, timing, or prices of repurchases, may vary based on market conditions and

other factors.

The program does not have an expiration date and can be modified or terminated by the Board at any time.

On May 24, 2021, the Board authorized a stock repurchase program to purchase up to $5.0 million of outstanding shares of the Company’s common stock.

On January 18, 2022, the Board authorized a $2.0 million increase to the stock repurchase program, to a total of $7.0 million.

On February 2, 2022, the Board authorized an additional $1.5 million increase to the stock repurchase, to a total of $8.5 million.

On September 12, 2022, the Board authorized an additional $2.0 million increase to the stock repurchase program, to a total of $10.5 million.

In total, the Company has repurchased 1,099,833 shares of common stock at an average price per share of $8.25 for a total of $9.1 million, under this program.

Since inception

on May 24, 2021, the Board authorized a stock repurchase program to purchase up to $10.5 million of outstanding shares of the Company’s

common stock.

In total, the Company has repurchased 1,449,833 shares of common stock at an average price per share of $8.31 for a total

of $12.0 million, under this program.

As of December 31, 2024, we have $1.4 million remaining under the repurchase program.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity