Flash Sports & Media updates share count after conversion

Flash Sports & Media Holdings, Inc. reported an updated share count after converting its Series B Convertible Preferred Stock into common stock.

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Form Type

8-K

Rhea-AI Filing Summary

Flash Sports & Media Holdings, Inc. reported an updated share count after converting its Series B Convertible Preferred Stock into common stock. Stockholders had previously approved, under Nasdaq Listing Rule 5635(d), issuing common shares upon conversion of this preferred series in excess of 19.99% of the then outstanding common stock. Following this approval and conversion at a price of $3.23 per share in line with the preferred stock’s Certificate of Designations, the company had 53,539,119 shares of common stock issued and outstanding as of June 17, 2026. This update is being disclosed to provide the current number of issued and outstanding common shares after the preferred stock conversion.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Shares outstanding: 53,539,119 shares Conversion price: $3.23 per share Nasdaq threshold: 19.99% +2 more

5 metrics

Shares outstanding 53,539,119 shares Common stock issued and outstanding as of June 17, 2026

Conversion price $3.23 per share Conversion price for Series B Convertible Preferred Stock

Nasdaq threshold 19.99% Limit in Nasdaq Listing Rule 5635(d) for share issuances without prior approval

Special meeting date June 12, 2026 Date stockholders approved issuance upon Series B Preferred conversion

Share count reference date June 17, 2026 Date on which updated common share count was measured

Key Terms

Series B Convertible Preferred Stock, Nasdaq Listing Rule 5635(d), Regulation FD Disclosure, Certificate of Designations

4 terms

Series B Convertible Preferred Stock financial

"issuance of shares of Common Stock upon conversion of the Company’s Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Nasdaq Listing Rule 5635(d) regulatory

"approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure On June 17, 2026, Flash Sports and Media Holdings, Inc."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Certificate of Designations financial

"at a conversion price of $3.23 in accordance with the terms of the Certificate of Designations"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FLZH disclose in its June 2026 Form 8-K?

Flash Sports & Media Holdings, Inc. disclosed its updated common share count after converting Series B Convertible Preferred Stock, reporting 53,539,119 common shares issued and outstanding as of June 17, 2026.

How many FLZH common shares are outstanding after the Series B conversion?

After converting Series B Convertible Preferred Stock, Flash Sports & Media Holdings, Inc. reported 53,539,119 shares of common stock issued and outstanding as of June 17, 2026, reflecting the updated capital structure.

What was the conversion price for FLZH Series B Convertible Preferred Stock?

The Series B Convertible Preferred Stock of Flash Sports & Media Holdings, Inc. converted into common stock at a price of $3.23 per share, consistent with the terms in the Certificate of Designations governing the preferred stock.

What did FLZH shareholders approve regarding the Series B Preferred Stock?

At a special meeting on June 12, 2026, stockholders of Flash Sports & Media Holdings, Inc. approved issuing common shares upon conversion of Series B Preferred Stock in excess of 19.99% of the then issued and outstanding common stock, to comply with Nasdaq Listing Rule 5635(d).

Why is Nasdaq Listing Rule 5635(d) mentioned in FLZH’s disclosure?

Nasdaq Listing Rule 5635(d) is mentioned because Flash Sports & Media Holdings, Inc. needed shareholder approval to issue common stock upon Series B Preferred conversion in excess of 19.99% of its then outstanding common stock, and this approval was obtained at the June 12, 2026 special meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 04:34 PM EDT

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): June 17, 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.)

8913 Regents Park Drive, Suite 550

Tampa, Florida 33647

(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)

	☐	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		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 7.01. Regulation FD Disclosure

On June 17, 2026, Flash Sports and Media Holdings, Inc., formerly urban-gro, Inc. (the “Company”), confirmed its updated number of issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), following the previously disclosed approval by the Company’s stockholders of the issuance of shares of Common Stock upon conversion of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”).

As previously disclosed, at the Company’s special meeting of stockholders held on June 12, 2026, the Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock upon conversion of the Series B Preferred Stock in excess of 19.99% of the Company’s issued and outstanding Common Stock.

Following such stockholder approval and the conversion of shares of Series B Preferred Stock at a conversion price of $3.23 in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock, as of June 17, 2026, the Company had 53,539,119 shares of Common Stock issued and outstanding.

The Company is filing this Current Report on Form 8-K to publicly report its updated number of issued and outstanding shares of Common Stock following the conversion of the Series B Preferred Stock.

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: June 23, 2026	FLASH SPORTS & MEDIA HOLDINGS, INC.

	By:	/s/ Bradley Nattrass
		Name:	Bradley Nattrass
		Title:	Chairman and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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