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Cover - USD ($)
12 Months Ended
Dec. 31, 2023
Feb. 18, 2025
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K/A    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-39933    
Entity Registrant Name URBAN-GRO, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 46-5158469    
Entity Address, Address Line One 1751 Panorama Point    
Entity Address, Address Line Two Unit G    
Entity Address, City or Town Lafayette    
Entity Address, State or Province CO    
Entity Address, Postal Zip Code 80026    
City Area Code 720    
Local Phone Number 390-3880    
Title of 12(b) Security Common Stock, $0.001 par value    
Trading Symbol UGRO    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status No    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction false    
Entity Shell Company false    
Entity Public Float     $ 10,984,218
Entity Common Stock, Shares Outstanding (in shares)   12,696,557  
Documents Incorporated by Reference
The information required by Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant’s definitive proxy statement relating to the 2024 Annual Meeting of Shareholders, filed on Schedule 14A with the Securities and Exchange Commission on April 25, 2024, as supplemented on May 7, 2024.
   
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001706524    
Amendment Flag true    
Amendment Description This Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) is being filed to amend and restate urban-gro, Inc.’s (together with its wholly owned subsidiaries, the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Original Filing”), filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2024 (“Original Filing Date”), as amended on April 25, 2024 on Form 10-K/A ("Amendment No. 1"). Amendment No. 1 was filed for the sole purpose to correct the previously filed Exhibit Index, which inadvertently did not incorporate by reference previously-filed exhibits or include a reference to the date, and the filing with which, such exhibits were previously filed and to file additional exhibits, which were inadvertently omitted from the Exhibit Index. In filing this Amendment No. 2, we are restating our previously issued audited Consolidated Financial Statements as of and for the fiscal years ended December 31, 2023 and 2022, as well as the related unaudited condensed consolidated interim financial information for each of the quarters within fiscal years ended December 31, 2023 and 2022 (collectively, the “Affected Periods”) to account for certain adjustments discovered during the Company’s re-audit of its financial statements for the Affected Periods. Those previously issued financial statements for the Affected Periods should no longer be relied upon. In addition, we intend to file an amendment to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (such report, together with this Amendment No. 2, the “Amended Reports”), originally filed with the SEC on April 30, 2024. All material restatement information will be included in the Amended Reports, and we do not intend to separately amend other filings that we have previously filed with the SEC.Accordingly, investors and other readers should rely only on the financial information and other disclosures regarding the periods described above in this Amendment No. 2 and in any other future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, press releases, corporate presentations or similar communications relating to the periods described above.    As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s principal executive officer and principal financial officer are providing new currently dated certifications required pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.Background of the Restatement    As reported on our Current Report on Form 8-K filed with the SEC on May 6, 2024, the Company dismissed its previous independent registered public accounting firm, BF Borgers CPA PC ("BF Borgers") as a result of the SEC instituting public administration and cease-and-desist proceedings against BF Borgers.As reported on our Current Report on Form 8-K filed with the SEC on May 29, 2024, the Company announced that it had appointed Sadler, Gibb & Associates, LLC ("Sadler Gibb") as its new independent public accounting firm.As described in our Current Report on Form 8-K filed with the SEC on August 14, 2024, during a re-audit of the Company’s 2023 financial statements, Sadler Gibb identified accounting errors related to deferred tax liabilities associated with historical share-purchase acquisitions made by the Company. Accounting for the initial deferred tax liabilities associated with the acquisitions was determined to be proper, but due to losses incurred by the Company following the acquisitions, the majority of the deferred tax liabilities that were recorded in connection with the share-purchase acquisition of each acquired company should have been recorded as income tax benefits to the statement of operations shortly after each acquisition. The Company was amortizing these deferred tax liabilities to the statement of operations corresponding to the amortization of the intangible assets with which they were associated. Due to this misstatement, effective August 12, 2024, the Audit Committee of the Company's Board of Directors ("Audit Committee"), in consultation with the Company's management and with Sadler Gibb, determined that the Company's previously issued audited consolidated financial statements as of and for the years ended December 31, 2022 and December 31, 2023 (the “Year-End Financial Statements”), the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine months ended September 30, 2022 (the “2022 Interim Financial Statements”), the three months ended March 31, 2023, the three and six months ended June 30, 2023, and the three and nine months ended September 30, 2023 (the “2023 Interim Financial Statements”), and the three months ended March 31, 2024 (the “Q1 2024 Interim Financial Statements” and, together with the 2022 Interim Financial Statements and the 2023 Interim Financial Statements, the “Interim Financial Statements”) should no longer be relied upon and should be restated due to the foregoing accounting errors. Similarly, any previously issued or filed reports, press releases, earnings releases, investor presentations or other communications of the Company describing the Company’s financial results or other financial information relating to the periods covered by the Year-End Financial Statements or the Interim Financial Statements should no longer be relied upon. As Sadler Gibb continued their re-audit of the Year-End Financial Statements, additional accounting errors were identified that the Company determined needed to be corrected. Those corrections are included as part of this Amendment No. 2.Restatement of Consolidated Financial StatementsThis Amendment No. 2 includes both audited restated Consolidated Financial Statements and unaudited restated condensed consolidated financial information for the Affected Periods, as applicable. See Note 1A of “Notes to the Consolidated Financial Statements” in this Amendment for additional information on the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022. See Note 20 of “Notes to the Consolidated Financial Statements” in this Amendment No. 2 for such unaudited restated condensed consolidated financial information for each of the quarters within fiscal years 2023 and 2022.Internal Control Considerations In light of the findings described above, the Audit Committee concluded that management’s report on internal control over financial reporting as of December 31, 2023 should no longer be relied upon. In connection with the restatement, management has also concluded that the Company’s disclosure controls and procedures for the Affected Periods were not effective because of material weaknesses in its internal controls over financial reporting. Refer to Item 9A. Controls and Procedures for additional details.Items Amended in this FilingThis Amendment amends and restates the following items of the Original Report:•Part I - Item 1A. Risk Factors•Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations•Part II - Item 8. Financial Statements and Supplementary Data•Part II - Item 9A. Controls and Procedures•Part IV - Item 15. Exhibits and Financial Statement SchedulesIn accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment includes new certifications specified in Rule 13a-14 under the Exchange Act, from the Company’s Chief Executive Officer and Chief Financial Officer dated as of the date of this Amendment. This Amendment No. 2 also contains a report of Sadler, Gibb & Associates, LLC on the Consolidated Financial Statements as of December 31, 2023, and 2022 and for the years ended December 31, 2023, and 2022 and a consent of Sadler, Gibb & Associates, LLC.Pursuant to Rule 12b-15 under the Exchange Act, this Amendment contains only the items and exhibits to the Original Form 10-K that are being amended and restated, and unaffected items and exhibits are not included herein. This Amendment continues to describe the conditions as of the date of the Original Form 10-K and, except as set forth herein, we have not updated or modified the disclosures contained in the Original Form 10-K to reflect any events that have occurred after the Original Form 10-K. Accordingly, forward-looking statements included in this Amendment may represent management’s views as of the Original Form 10-K and should not be assumed to be accurate as of any date thereafter.