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2026-08-26
2026-08-26
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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): August
26, 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 920
New
York, New York 10036
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (720) 390-3880
Not Applicable
(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) |
| |
☐ |
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)) |
| |
☐ |
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 |
|
N/A |
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 7.01. Regulation FD Disclosure
On August 26, 2026, Flash
Sports & Media Holdings, Inc. (the “Company”) issued a press release which provides shareholders with a corporate update
on the Company’s Nasdaq appeal, Company balance sheet improvements and potential strategic transactions.
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 August 26, 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: August 26, 2026 |
FLASH SPORTS & MEDIA HOLDINGS, INC. |
| |
|
|
|
| |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Flash Sports & Media Holdings, Inc. Provides
Corporate Update on
Nasdaq Appeal, Balance Sheet Improvements and Strategic Transactions
Company appeals Nasdaq determination to Hearings
Panel, reduces approximately $2 million of debt and maintains engagement with acquisition targets
New York, New York (August 26, 2026 –
GlobeNewswire) - Flash Sports & Media Holdings, Inc. (OTC: FLZH) (“Flash” or the “Company”) today provided
a corporate update regarding the recent suspension of trading of its common stock from The Nasdaq Stock Market, the Company’s appeal
of Nasdaq’s determination, recent balance sheet improvements, and the status of its pending strategic transactions.
The Company’s common stock is currently
quoted on the OTC market following Nasdaq’s suspension. The suspension resulted from an administrative sequencing error relating
to the timing of Nasdaq’s required initial listing process in connection with the Company’s previously completed change-of-control
transaction and subsequent shareholder actions, which ultimately resulted in a Nasdaq Rules violation. The Company has timely appealed
Nasdaq’s determination to a Nasdaq Hearings Panel and is actively pursuing a path to restore its Nasdaq listing. The appeal does
not stay the current suspension.
Nasdaq Appeal and Remediation
Management, the Board of Directors, and newly
retained securities counsel and Nasdaq advisory group are working through the required remediation process. Today, the Company submitted
its appeal to a Nasdaq Hearings Panel, and once a hearing is granted, intends to present its plan to the Nasdaq Hearings Panel and to
take the actions necessary to address the matters identified by Nasdaq as efficiently as possible. There can be no assurance regarding
the timing or outcome of the appeal or the Company’s ability to regain its Nasdaq listing.
Approximately $2 Million of Debt Reduction
During the last two trading days, the Company’s debt holders
reduced outstanding debt by approximately $2.0 million. Management believes this reduction is a meaningful step in continuing to simplify
the Company’s capital structure and improve its balance sheet while the Nasdaq process is underway.
Strategic Transactions Remain Active
The Company has remained in active communication
with its acquisition targets and other strategic counterparties regarding the Nasdaq matter. Each of the Company’s current acquisition
targets has indicated that it is prepared to provide the Company additional time to work through the Nasdaq process. While transaction
timelines may be affected, the Company continues to engage with these parties and remains focused on advancing its previously announced
corporate development strategy.
“While
the Nasdaq suspension is frustrating, it does not change the underlying business or our determination to resolve this matter as quickly
as possible,” said Bradley Nattrass, Chief Executive Officer of Flash Sports & Media Holdings, Inc. “We believe this situation
resulted from an administrative sequencing error in the listing process, which results in a Nasdaq Rules violation, and we have appealed
Nasdaq’s determination to the Hearings Panel. At the same time, we have used the liquidity in the market to reduce approximately
$2 million of debt and strengthen our balance sheet. Our acquisition counterparties remain engaged and have agreed to give us time to
work through this process. We remain focused on protecting shareholder value, executing our business plan and pursuing a return to Nasdaq.”
Looking Ahead
The Company intends to keep shareholders informed
of material developments relating to the Nasdaq appeal, its capital structure and its strategic transactions as appropriate. Flash continues
to focus on its sports and media operations, including cricket-related media, league-management, sponsorship and commercial opportunities,
while management works to resolve the listing matter.
About Flash Sports & Media Holdings, Inc.
Flash Sports & Media Holdings, Inc. is a sports
and media company focused on the development and commercialization of cricket media, league-management, sponsorship and related sports-entertainment
opportunities, particularly in the high growth North American market. Through its relationships and operating platforms, the Company is
focused on professional cricket properties, media and broadcast opportunities, sponsorships, league operations and related commercial
initiatives.
Investor Relations Contact
Investors@flashsm.com
Company Websites
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 Company’s Nasdaq appeal and Hearings Panel process; the Company’s
remediation efforts and ability to regain a Nasdaq listing; the timing and outcome of any Nasdaq review; the Company’s capital structure
and debt-reduction efforts; the status, timing and completion of potential acquisitions and other strategic transactions; and the Company’s
ability to execute its business strategy. These forward-looking statements are based on current expectations, estimates and assumptions
and involve known and unknown risks and uncertainties that could cause actual results and outcomes to differ materially from those expressed
or implied by such statements. Such risks and uncertainties include, without limitation, Nasdaq and OTC trading matters, market conditions,
financing needs, liquidity, transaction execution risk, third-party approvals, regulatory matters, the Company’s ability to satisfy
applicable listing requirements, and the risks described in the Company’s filings with the Securities and Exchange Commission. Forward-looking
statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking
statements except as required by law.
Source: Flash Sports & Media Holdings, Inc.
