Item 5. Market for Registrant’s Common Equity
ITEM 5. 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 (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 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.”
HOLDERS
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.
DIVIDENDS
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.
REPORTS
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.
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UNREGISTERED SALES OF EQUITY SECURITIES
During the year ended December 31,
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 (pre-split):
● Gemini
amendment fee: 150,000 shares (6,000 shares on a post–1-for-25 reverse stock split basis)
● Gemini
3(a)(10) first tranche: 700,000 shares (28,000 shares on a post–1-for-25 reverse stock split basis)
● J
Brothers settlement: 150,000 shares (6,000 shares on a post–1-for-25 reverse stock split basis)
● One
Eyed Jack: 1,000,000 shares in January 2026 (40,000 shares on a post–1-for-25 reverse stock split basis) in January
2026
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, 2025, the Company did not repurchase common stock. As of December 31, 2025, we have $1.4 million remaining under the repurchase
program.
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ITEM 6. [RESERVED]