Item 2.02. Results of Operations and Financial Condition.

On January 5, 2022, urban-gro, Inc. (the "Company") issued a press release announcing its financial results for the quarter and year ended December 31, 2021. 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 7.01. Regulation FD Disclosure.

The Company will hold an investor conference call on Monday January 10, 2022 at 9:30 am for the quarter and year ended December 31, 2021.

A copy of the investor presentation prepared for use by executive management during the investor conference call is furnished as Exhibit 99.2. All of the information in the presentation is presented as of December 31, 2021, and the Company does not assume any obligation to update such information in the future.

The information included in the preceding paragraph, as well as in Exhibit 99.2 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act nor shall it be deemed incorporated by reference in filings under the Securities Act.

Item 9.01. Financial Statements and Exhibits.






Number   Exhibit

99.1       Press Release issued by urban-gro, Inc. on January 5, 2022
99.2       Investor Presentation
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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