Flash Sports & Media (NASDAQ: FLZH) updates share count after Series B preferred conversion
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.
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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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.
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.