What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2026-01-16 · 28 added, 31 removed, 27 unchanged (69% of the section changed)

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

MARKET FOR 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.

completed a public offering of 6,210,000 shares of our common stock (248,400 shares on a post–1-for-25 reverse stock split

basis), inclusive of the underwriters’ full overallotment, at $10.00 per share ($250.00 per share on a post-split basis), 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.

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 April 15, 2026, we had

approximately 65 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

11 unchanged sentences

2025, 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.

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

Company issued the following shares of the Company’s common stock to satisfy contingent

consideration purchase price liabilities for acquisitions as follows (pre-split):

amendment fee:

150,000 shares (6,000 shares on a post–1-for-25 reverse stock split basis)

3(a)(10) first tranche:

700,000 shares (28,000 shares on a post–1-for-25 reverse stock split basis)

Brothers settlement:

150,000 shares (6,000 shares on a post–1-for-25 reverse stock split basis)

1,000,000 shares in January 2026 (40,000 shares on a post–1-for-25 reverse stock split basis) in January

The foregoing issuances of

9 unchanged sentences

31, 2025, 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.

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.

As of December 31, 2025, we have $1.4 million remaining under the repurchase

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