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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 12, 2026
FLASH SPORTS & MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39933 |
|
46-5158469 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1140 Avenue of the Americas, Suite 1140
New York, New York 10036
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (720) 390-3880
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
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| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
FLZH |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Director
Resignations
Effective
as of July 12, 2026, Bradley Nattrass, advised the Flash Sports & Media Holdings, Inc. (the “Company”) that he was
resigning from his position as a member of the board of directors (the “Board”) effective immediately. At the time of
his resignation, Mr. Nattrass served as the Chairman. Mr. Nattrass did not advise the Company of any dispute or disagreement with
the Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies, or
practices and Mr. Nattrass will continue to serve as the Company’s Chief Executive Officer.
Effective
as of July 12, 2026, David Hsu advised the Company that he was resigning from his position as a member of the Board effective immediately.
At the time of his resignation, Mr. Hsu served as the Chair of the Audit Committee and as a member of the Compensation Committee. Ms.
Hsu did not advise the Company of any dispute or disagreement with the Company, the Company’s management or the Board on any matter
relating to the Company’s operations, policies, or practices.
Effective
as of July 12, 2026, James Lowe advised the Company that he was resigning from his position as a member of the Board effective immediately.
At the time of his resignation, Mr. Lowe served as the Chair of the Nominating and Corporate Governance Committee. Mr. Lowe did not advise
the Company of any dispute or disagreement with the Company, the Company’s management or the Board on any matter relating to the
Company’s operations, policies, or practices.
Appointment of
Directors
Effective
July 14, 2026, the remaining members of the Board acted by unanimous written consent in lieu of a meeting of the Board under Section 141(f)
of the DGCL to elect Gary Herman, Rahul Johri and Surendra Ajjarapu to the Board.
Gary
Herman
The
Board has appointed Mr. Herman to serve as Chair of the Audit Committee. The Board also determined that Mr. Herman satisfies the applicable
independence, financial literacy and other requirements for service on the Audit Committee under Nasdaq listing standards and Rule 10A-3
under the Securities Exchange Act of 1934, as amended.
Mr.
Herman is a seasoned investor with extensive investment and business experience. Since October 2024, he has served as Chief Executive
Officer and Interim Chief Financial Officer of Advent Technologies Holdings, Inc. Since 2021 he has been the Chief Operating Officer of
Galloway Capital Partners. From 2005 to 2020, Mr. Herman was affiliated with Arcadia Securities, LLC, a New York-based broker-dealer,
and co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliated entities. From January 2011 to August 2013, he co-managed
Abacoa Capital Master Fund, Ltd., a global macro-focused investment fund. Earlier in his career, Mr. Herman served as an investment banker
with Burnham Securities, Inc. from 1997 to 2002. From 1993 to 1997, he was a Managing Partner of Kingshill Group, Inc., a merchant banking
and financial firm with offices in New York and Tokyo. Mr. Herman holds a B.S. in Political Science from the University at Albany, Rockefeller
College of Public Affairs & Policy, with minors in Business and Music. Mr. Herman has significant experience serving on the boards
of both public and private companies. He also serves on the boards of Advent Technologies Holdings, Inc. (OTCQB: ADNH), SusGlobal Energy
Corp. (OTCQB: SNRG) and Wellgistics Health, Inc. (WGRX).
The
Board has not yet determined the compensation to be paid to Mr. Herman for his service as a director, and the Company has not entered
into any offer letter, director compensation agreement or other compensatory arrangement with Mr. Herman in connection with his appointment.
The Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and
when determined.
There
are no transactions, relationships or arrangements between Mr. Herman and the Company that would require disclosure under Item 404(a)
of Regulation S-K. Further, there are no family relationships among any of the Company’s directors, executive officers and Mr. Herman.
Rahul
Johri
On
July 14, 2026, the Board appointed Rahul Johri to serve as a member of the Board, effective immediately. Mr. Johri will serve until the
Company’s next annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier
death, resignation or removal.
Mr.
Johri has approximately 35 years of experience in the media, entertainment and sports industries. Mr. Johri currently serves as the founder
and principal of Citadel Advisory, an advisory firm focused primarily on media and sports business matters with operations in India and
the United Arab Emirates. He also serves as a Senior Advisor to Boston Consulting Group, a Global Advisory Board Member of BraveCF Bahrain,
and an advisor to Dubai Sports City. Mr. Johri previously served as President—Business of Zee Entertainment Enterprises Ltd. until
March 2024, where he focused on revenue maximization across Zee’s television channels and digital platform, Zee5, and was involved
in Zee’s re-entry into the United Arab Emirates through the launch of the ILT20 cricket league. From 2016 to 2020, Mr. Johri served
as the first Chief Executive Officer of the Board of Control for Cricket in India, where he oversaw international and domestic cricket
operations, the Indian Premier League and the National Cricket Academy. During his tenure, Mr. Johri was involved in the sale of BCCI
media rights and the introduction of e-auction processes for cricket media rights. He also served as a member of the International Cricket
Council’s Chief Executives’ Committee and participated in a working group relating to the future strategy of world cricket.
Prior to joining BCCI, Mr. Johri served from 2001 to 2016 with Discovery Networks South and Southeast Asia, where he held senior leadership
roles and was involved in the launch of multiple channels and the localization of international programming into Indian regional languages.
Mr. Johri holds an MBA and a B.Sc. degree.
The
Board believes Mr. Johri’s extensive experience in media, sports, broadcasting, content commercialization, business development
and international operations will provide the Board with valuable perspective as the Company executes its sports and media strategy.
Mr.
Johri’s appointment was made in connection with the Company’s ongoing evaluation of Project Topaz and the non-binding term
sheet entered into by the Company, Mr. Johri and Super Entertainment Network Private Limited, of which Mr. Johri serves as Managing Director
and Chief Executive Officer. The term sheet contemplates, subject to the negotiation and execution of definitive agreements and receipt
of applicable approvals, a potential investment by the Company in Super Entertainment Network Private Limited in connection with its proposed
channel business transaction. Except for confidentiality and exclusivity obligations, the term sheet is non-binding, and there can be
no assurance that the parties will enter into definitive agreements, that any transaction contemplated by the term sheet will be consummated,
or that any securities of the Company will be issued in connection therewith.
Pursuant
to the term sheet, upon the closing of the Company’s proposed investment in Super Entertainment Network Private Limited, the Company
would subscribe for equity in Super Entertainment Network Private Limited, and Mr. Johri and/or his nominee entities would hold an equity
interest in Super Entertainment Network Private Limited, subject to the terms and conditions of the definitive agreements. The term sheet
also contemplates a potential future exchange right with respect to such subsidiary equity interest, which would be subject to, among
other things, achievement of applicable performance milestones, approval by the Company, approval by the Board, applicable valuation and
exchange mechanics, compliance with U.S. federal securities laws, SEC rules and regulations, Nasdaq rules and listing standards, the corporate
law of the Company’s jurisdiction of incorporation, and receipt of any required stockholder, regulatory or other approvals. The
term sheet does not obligate the Company to issue, register or list any securities of the Company or to consummate any exchange.
The
Board has not yet determined the compensation to be paid to Mr. Johri for his service as a director, and the Company has not entered into
any offer letter, director compensation agreement or other compensatory arrangement with Mr. Johri in connection with his appointment.
The Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and
when determined.
Mr.
Johri has not been appointed to any committee of the Board at this time.
There
are no family relationships between Mr. Johri and any director or executive officer of the Company. Except as described herein, there
are no arrangements or understandings between Mr. Johri and any other person pursuant to which Mr. Johri was appointed as a director of
the Company. Other than the matters described herein, there are no transactions involving Mr. Johri that would be required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Surendra
Ajjarapu
Mr.
Ajjarapu is the founder, Chief Executive Officer, and Chairman of Carbonium Core, Inc., a domestic nuclear-grade graphite manufacturer,
and the founder and Executive Chairman of Wellgistics Health, Inc. (Nasdaq: WGRX), a healthcare technology and pharmaceutical distribution
company. As an entrepreneur and corporate strategist with more than 25 years of leadership experience across the healthcare, biotechnology,
renewable energy, and information technology sectors, Mr. Ajjarapu has a track record of capital formation, M&A execution, and building
public companies. He holds an M.B.A. in International Finance from the University of South Florida, an M.S. in Environmental Science from
South Dakota State University, and a B.Tech. in Civil Engineering from Jawaharlal Nehru Technological University, and completed the Private
Equity and Venture Capital Program at Harvard Business School Executive Education. The Board believes Mr. Ajjarapu is qualified to serve
as a director based on his experience founding and leading public companies, his capital-markets and M&A expertise, and his operational
leadership across multiple industries.
Mr.
Ajjarapu will serve as Chairman of the Board and has not been appointed to any committee of the Board at this time.
There
are no family relationships between Mr. Ajjarapu and any director or executive officer of the Company. Except as described herein, there
are no arrangements or understandings between Mr. Ajjarapu and any other person pursuant to which Mr. Ajjarapu was appointed as a director
of the Company, and there are no transactions involving Mr. Ajjarapu that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
The
Board has not yet determined the compensation to be paid to Mr. Ajjarapu for his service as a director, and the Company has not entered
into any offer letter, director compensation agreement or other compensatory arrangement with Mr. Ajjarapu in connection with his appointment.
The Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and
when determined.
Effective
as of July 14, 2026, Sonia Lo shall serve as the Chair of the Nominating and Corporate Governance Committee, replacing Mr. Lowe.
Item 7.01. Regulation FD Disclosure
On July 16, 2026, the Company
issued a press release announcing the launch of “FLASHSM”, a direct-to-consumer mobile application for live and on-demand
cricket content and interactive fan engagement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The information contained
in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated July 16, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: July 16, 2026 |
FLASH SPORTS & MEDIA HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Flash Sports & Media Holdings, Inc. (NASDAQ:
FLZH) Launches “FLASHSM”, a Direct-to-Consumer Cricket Streaming and Fan Engagement App
The new mobile application brings live cricket,
highlights, scores and interactive fan features directly to audiences across North America, extending the Company’s cricket production
and broadcast operations into a direct relationship with fans
NEW YORK, NY July 16th 2026 —
Flash Sports & Media Holdings, Inc. (NASDAQ: FLZH) (“Flash” or the “Company”) today announced the launch of
“FLASHSM”, a direct-to-consumer mobile application for live and on-demand cricket content and interactive fan engagement.
The launch marks a significant step in the Company’s strategy to build a leading, cricket-focused sports and media platform and
to reach fans directly across key cricket markets. For now, FLASHSM is available
in North America on https://flashsm.com and Google Play.
FLASHSM
gives fans a single destination for live match streaming, highlights, scores and interactive features including predictions, polling,
and fan rewards. The application draws on the Company’s live production and broadcast capabilities, which have supported
cricket coverage across multiple international markets, and on its franchise and league relationships, including the Lanka Premier League
Season 6 ( https://www.lankapremierleaguet20.com )through its subsidiary Innovative Production Group FZ, LLC (“IPG”).
The Company believes that owning the direct-to-consumer
relationship will broaden its audience, deepen engagement around its cricket properties, and create new avenues for sponsorship, subscription
and content distribution, complementing its media rights, franchise development and league operations.
” Our fans have followed the
company’s cricket coverage for years and now FLASHSM brings that experience directly to their mobile devices while also providing
us a platform to grow with them season after season,” said Bradley Nattrass, Chief Executive Officer, Flash Sports & Media Holdings,
Inc.
FLASHSM
is available for download today on Google Play store , Android TV and fans can also stream the Lanka Premier league T20 Cricket on the
company’s website. Additional features, content, and market availability are expected to be announced over the coming months. For
more information, visit https://flashsm.com
About Flash Sports & Media Holdings, Inc.
Flash Sports & Media Holdings, Inc. (Nasdaq:
FLZH) is a cricket-focused sports and media company seeking to develop and commercialize cricket media, league-management, sponsorship,
and related sports-entertainment opportunities. Through its relationship with IPG. Flash is focused on professional cricket properties,
media and broadcast opportunities, sponsorships, league operations, and related commercial initiatives. The Company’s business plans
remain subject to execution risks, market conditions, definitive agreements, third-party approvals, and the Company’s ability to
finance, develop, and commercialize its sports and media initiatives. https://flashsportsandmedia.com
https://flashsm.com
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking
statements include, without limitation, statements regarding the launch, features, availability, functionality, adoption, performance
and anticipated benefits of FLASHSM; the Company’s expectations, beliefs, plans and strategies relating to the development, commercialization
and monetization of its cricket-focused sports and media platform, including direct-to-consumer initiatives; the Company’s relationship
with Innovative Production Group FZ, LLC and other current or potential strategic partners; current and future cricket, sports, media,
streaming, league-management, sponsorship, media rights, franchise-development, broadcast and related commercial opportunities; the development,
operation or commercialization of the Lanka Premier League or any other cricket league, tournament, event, property or related rights;
potential sponsorships, media rights arrangements, franchise sales, broadcast relationships, subscription and advertising revenue, league
operations, player participation, venue arrangements, commercial partnerships and other business opportunities; the Company’s ability
to generate revenues, achieve growth, obtain financing, enter into definitive agreements, obtain required approvals, maintain relationships
with third parties and execute its business plan; and the Company’s ability to maintain compliance with the applicable listing standards
of The Nasdaq Stock Market LLC.
Forward-looking statements may be identified by
words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “seek,” “should,” “will,”
“would,” and similar words or expressions, although not all forward-looking statements contain these identifying words. Forward-looking
statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and assumptions
that may cause actual results, performance, events or outcomes to differ materially from those expressed or implied by such forward-looking
statements.
These risks and uncertainties include, without
limitation, risks relating to: the possibility that the anticipated benefits of the launch of FLASHSM may not be realized; the Company’s
ability to attract and retain users and to achieve audience engagement; the performance, reliability, security and continued availability
of the application and its underlying content and technology; the Company’s early-stage sports and media strategy and limited operating
history in its current business focus; the Company’s ability to develop, finance, operate, commercialize, monetize and scale cricket,
sports, media, streaming, league-management, sponsorship, broadcast and related business lines; the Company’s ability to obtain,
license and maintain the broadcast, streaming and other rights necessary to offer content through the application in each market; the
seasonal nature of cricket leagues and events and the many conditions to successful league and event operations; the Company’s dependence
on third-party relationships, including relationships with Innovative Production Group FZ, LLC, cricket governing bodies, league operators,
venues, broadcasters, sponsors, franchise owners, players, application distribution platforms, technology vendors, commercial counterparties
and other strategic partners; the possibility that definitive agreements with any such parties may not be entered into on acceptable terms,
or at all; the possibility that existing or contemplated relationships, arrangements, rights or opportunities may be terminated, delayed,
modified, disputed or fail to produce expected results; the Company’s ability to obtain and maintain required governmental, regulatory,
league, venue, governing-body, shareholder, exchange or other approvals, consents or authorizations; the possibility that anticipated
franchise sales, sponsorships, media rights arrangements, broadcast relationships, subscription revenue, advertising revenue, ticketing
revenue, licensing revenue or other commercial opportunities may not materialize, may be delayed, or may be less favorable than expected;
competitive dynamics in the sports, media, entertainment, streaming, broadcast, sponsorship and league-management industries; changes
in consumer demand, audience engagement, advertiser demand, media consumption habits and market conditions affecting cricket, sports and
media properties; the Company’s ability to raise additional capital on acceptable terms, or at all, and the potential dilutive effect
of any financing transactions; risks associated with international business activities, including geopolitical, regulatory, tax, foreign
exchange, sanctions, anti-corruption, labor, immigration, travel, venue, data-privacy, safety, security and operational risks; general
economic, market, industry and capital markets conditions; volatility in the trading price and liquidity of the Company’s securities;
the Company’s ability to maintain compliance with applicable Nasdaq listing standards; and the Company’s ability to comply
with applicable SEC reporting, disclosure and internal control requirements.
Additional factors that could cause actual results
to differ materially from those expressed or implied by forward-looking statements are described in the Company’s filings with the
Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and other filings made with the SEC. Forward-looking statements speak only as of the date of
this press release. Except as required by applicable law, the Company undertakes no obligation to update, revise or supplement any forward-looking
statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Investor Relations Contact
Investors@flashsm.com
Company Websites
https://flashsportsandmedia.com
https://flashsm.com
Source: Flash Sports & Media Holdings,
Inc. (Nasdaq: FLZH)
