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0001706524
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2026-09-28
2026-09-28
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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 7.01. Regulation FD Disclosure
On September 28, 2026, Flash Sports &
Media Holdings, Inc. (the “Company”) issued a press release providing a corporate update on its OTC trading, the Company’s
OTCQB Application process and its upcoming Nasdaq hearing.
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 8.01 Other Events.
Flash Sports & Media
Holdings, Inc. (the “Company”) hereby reports that its 2026 annual meeting of stockholders (the “Annual Meeting”),
previously scheduled for September 28, 2026, has been cancelled. The Company will provide updated information regarding the rescheduling
of the Annual Meeting in a subsequent filing.
Additionally, on
Friday, September 25th, 2026, the Company’s common stock commenced trading on the OTCID Markets under the symbol
“FLZH” and the Company has further filed its OTCQB listing application., which is currently pending.
As previously reported
on the Company’s current report on Form 8-K, filed on August 21, 2026, the NASDAQ panel has scheduled the Company’s continued
listing hearing on October 6, 2026.
The Company will provide its shareholders with an update regarding
the outcome of the hearing in a subsequent filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release dated September 28, 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 28, 2026 |
FLASH SPORTS & MEDIA HOLDINGS, INC. |
| |
|
|
|
| |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Flash Sports & Media Holdings Provides Corporate
Update on OTC Trading, OTCQB Application and Nasdaq Hearing
Common stock commenced trading on OTCID under
FLZH; OTCQB application pending; Nasdaq continued listing hearing scheduled for October 6, 2026
NEW YORK, September 28, 2026 / GlobeNewswire / Flash Sports
& Media Holdings, Inc. (the “Company”) today provided an update regarding the trading of its common stock, its application
to the OTCQB market, its upcoming Nasdaq continued listing hearing, and the status of its 2026 annual meeting of stockholders.
OTC Trading and OTCQB Application
On Friday, September 25, 2026, the Company’s common stock commenced
trading on the OTCID market under the symbol “FLZH.” The Company has also filed an application for quotation on the OTCQB market,
which is currently pending.
Nasdaq Continued Listing Hearing
As previously reported, the Nasdaq Hearings Panel has scheduled the
Company’s continued listing hearing for October 6, 2026. The Company will provide shareholders with an update regarding the outcome
of the hearing in a subsequent filing.
2026 Annual Meeting
The Company’s 2026 annual meeting of stockholders, previously
scheduled for September 28, 2026, has been cancelled. The Company will provide updated information regarding the rescheduling of the annual
meeting in a subsequent filing.
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.
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 continued listing hearing and the timing and outcome of that
process; the Company’s pending OTCQB application; the rescheduling of the Company’s 2026 annual meeting of stockholders; and
the Company’s future plans and 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,
the Company’s ability to satisfy applicable listing or quotation requirements, market conditions, financing needs, liquidity, regulatory
matters, 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.
