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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): September 28, 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 1.01. Entry into
a Material Definitive Agreement
On
September 28, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) entered into a Software Development and Technology
Services Agreement (the “Agreement”) with MindWave Innovations Inc. (“MindWave”), a wholly owned subsidiary of
Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS). Under the Agreement, MindWave will design, develop, deploy and operate FlashChain,
an independently branded blockchain network on a dedicated Layer-2 subnet on MindWave’s MindChain infrastructure, supporting digital
broadcasting-rights administration, video-asset and match-ticket inventory tracking, anti-counterfeiting and fan-data services.
As
consideration for the Services, the Company will issue MindWave shares of the Company’s common stock with an aggregate value of
US$506,000 in one installment upon completion of the 12-month term, valued at the closing trading price on the last trading day of the
applicable calendar quarter. The Company will also provide MindWave 20% of the total FLASH TOKEN issued and outstanding, calculated at
the end of each calendar quarter based on the MindChain issuance ledger. The Company will bear insurance premiums, administration charges
and Network Fees at actual cost. If the Agreement is renewed after the initial term, the annual maintenance contract fee will equal 50%
of the Total Contract Value per year and will be invoiced quarterly in advance.
The
Agreement has an initial term of 12 months. It may be renewed annually only by mutual written agreement delivered at least 60 days before
the applicable renewal date, and neither party is obligated to renew. Either party may terminate for an uncured material breach following
a 30-day cure period or upon the other party’s insolvency; neither party may terminate for convenience. Upon termination, the Company
remains liable for accrued compensation, MindWave will provide up to 60 days of transition assistance, and MindWave will make FlashChain
data and ledger records available to the Company.
The
Agreement includes customary representations and warranties, confidentiality obligations, an indemnification obligation by the Company
in favor of MindWave, and a limitation of liability generally capped at the fees paid or payable in the preceding 12 months, subject to
customary exceptions.
Item 3.02. Unregistered
Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.02. The number of shares of the Company’s common stock issuable to MindWave is not currently determinable
because it will depend on the closing trading price on the last trading day of the applicable calendar quarter. The shares are expected
to be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule
506(b) of Regulation D, as a transaction not involving a public offering.
Item 7.01. Regulation
FD Disclosure
On September 28, 2026,
MindWave issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The information furnished
pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for 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, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be 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 of MindWave Innovations Inc., dated September 29, 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: September 29, 2026 |
FLASH SPORTS & MEDIA HOLDINGS, INC. |
| |
|
|
|
| |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
MindWave
Innovations Expands U.S. Commercial Footprint with Second Agreement to Build and Operate FlashChain for New York-Based Flash Sports &
Media
The
12-month agreement covers a dedicated MindChain subnet for authenticating digital match tickets, sports memorabilia and media assets
MATAWAN,
New Jersey, Sept. 29, 2026 – MindWave Innovations Inc. (“MindWave”), a wholly owned subsidiary of Apimeds Pharmaceuticals
US, Inc. (NYSE American: APUS), has signed a 12-month software development and technology services agreement with New York-based Flash
Sports & Media Holdings, Inc. (Ticker: FLZH) (“FLZH”) to build and operate FlashChain, a blockchain for tracking digital
broadcasting rights, video assets and match ticket inventory.
Under
the agreement, MindWave will deploy a dedicated subnet for FlashChain on MindChain’s Layer-2 infrastructure, operate the validator
nodes that run it, and issue FLZH the cryptographic keys and secure connections it needs to access the network. FLZH will own the FlashChain
network, its brand and its Digital Asset and Ticketing Ledger, which will record authenticated digital match tickets, digital sports
memorabilia and related media-asset transactions.
MindWave
will also build two software components. The first is an integration module that links FLZH’s direct-to-consumer streaming application,
FLASHSM, its online stadium ticketing platforms and its gate-scanning hardware directly to FlashChain. The second is a set of smart contracts
that authenticate digital match tickets, manage digital sports memorabilia and help prevent ticket counterfeiting and unauthorized duplication
of media. The statement of work will establish performance targets for match-day throughput and gate-scan speed, and FLZH will hold a
perpetual license to use both software components on FlashChain.
Live
sport puts a network under its heaviest load in short bursts. MindWave will provide system monitoring, live-event troubleshooting and
staff training for scheduled T20 cricket tournament broadcasts and high-traffic match days. MindWave will also secure the core network,
protect fan transaction data and maintain secure backups of digital-asset and media transaction history.
FLZH
will lead the FlashChain brand, broadcasting-rights negotiation, media licensing strategy, partner relationships and community management.
MindWave will provide the underlying infrastructure, development work and ongoing technical services. As consideration under the agreement,
MindWave will receive FLZH common shares and an allocation equal to 20% of the total supply of FLASH TOKEN, FlashChain’s platform
token. The agreement also provides for an annual maintenance fee equal to 50% of the applicable contract consideration, as specified
in the agreement.
The
parties have not publicly disclosed the aggregate dollar value of the consideration under the agreement.
Fans’
personal data will not be written to FlashChain; only hashed or pseudonymized references will go on-chain. If the relationship ends,
MindWave will make FlashChain’s data and ledger records available so the network can migrate.
For
MindWave, the agreement extends its infrastructure business into sports ticketing and media distribution, alongside its work in regulated
industries.
“A
match ticket or a highlight clip only has value if people can trust it’s genuine. FlashChain is designed to give FLZH a way to
authenticate those assets at the stadium gate and across the streaming experience, while our job is to keep the network steady when a
full ground is scanning in at once,” said Dr. Vin Menon, Chief Executive Officer of MindWave Innovations.
“Our
fans buy tickets, watch matches and collect moments, often on the same day. FlashChain gives us one ledger that we own to authenticate
all of it, while MindWave runs the infrastructure underneath,” said Mr. Surendra Ajjarapu, Chairman of Flash Sports & Media
Holdings.
The
agreement runs for 12 months. Technical specifications, acceptance criteria and delivery timelines will be set out in a statement of
work, with each deliverable subject to FLZH’s acceptance testing. After the initial term, the parties may renew support annually.
About
MindWave Innovations Inc.
MindWave
Innovations Inc., a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS), develops technology infrastructure
and digital solutions for blockchain-enabled applications, data-driven platforms, and emerging commercial ecosystems.
Through
projects such as FlashChain, MindWave is expanding the application of its technology into sports, media and live-event ticketing.
For
more information, visit www.mindwavedao.com.
About
MindChain
MindChain
is a blockchain infrastructure developed within the MindWave ecosystem to support transparent, traceable, and verifiable digital transactions.
It is designed to provide the underlying ledger capabilities required for applications involving digital assets, registries, tokenized
ecosystems, and decentralized services.
FlashChain
will run as a dedicated, independently branded subnet on MindChain’s Layer-2 infrastructure and may participate in MindChain’s
insurance program, subject to its coverage terms.
About
Flash Sports & Media Holdings, Inc.
Flash
Sports & Media Holdings, Inc. is a New York-based company operating streaming, ticketing and media businesses, including the FLASHSM
direct-to-consumer streaming application. Its common stock is quoted on the OTC market under the symbol FLZH.
For
more information, visit www.flashsm.com.
Forward-Looking
Statements
This
announcement contains forward-looking statements regarding the development, implementation, anticipated capabilities, and potential performance
of FlashChain, the integration and operation of MindChain, the delivery of the related development work, the issuance and potential use
of FLZH common shares and FLASH TOKEN, and the potential renewal and expansion of technical services. These statements are based on current
expectations and are subject to risks and uncertainties, including development timelines, achievement of project milestones, acceptance
testing, technical performance, network scalability, integration with third-party systems and hardware, insurance availability and coverage,
regulatory requirements applicable to digital assets and tokenized ecosystems, market acceptance, and the ability of the parties to achieve
the anticipated benefits of the agreement. Actual results may differ materially from those expressed or implied. The company undertakes
no obligation to update these statements except as required by applicable law.
Media
and Investor Relations
MindWave
Innovations Inc.
[CONTACT NAME] | [EMAIL] | [PHONE]
