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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):
June 12, 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.) |
1751 Panorama Point, Unit G
Lafayette, Colorado 80026
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (720) 390-3880
urban-gro, Inc.
(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 |
|
UGRO |
|
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June
12, 2026, at the Special Meeting (defined below) the stockholders of Flash Sports & Media Holdings, Inc. (the “Company”), approved a Certificate
of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as
amended (the “Certificate of Incorporation”), to change the Company’s corporate name from “urban-gro, Inc.”
to “Flash Sports & Media Holdings, Inc.” (the “Corporate Name Change”). The Certificate of Amendment, as filed
with the Delaware Secretary of State on June 12, 2026, is attached hereto as Exhibit 3.1 to the Current Report on Form 8-K and is incorporated
herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
On June
12, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described int
the Company’s proxy statement (the “Proxy Statement”) dated May 14, 2026. Of the Company’s 1,404,499 shares
of common stock issued and outstanding and eligible to vote as of the record date of May 6, 2026, a quorum of 799,592 shares, or approximately
56.93% of the eligible shares, were represented at the Special Meeting either in person or by proxy.
A description of each matter voted upon at the
Special Meeting is described in detail in the Proxy Statement. The matters voted upon at the Special Meeting and the final results of
such voting are set forth below:
Proposal 1 – Approval of Name Change to “Flash Sports
& Media Holdings, Inc.”
The Corporate Name Change as described in Item
5.03 above was approved. The results of the vote were as follows:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 787,843 | |
| 2,783 | |
8,966 | |
0 |
Proposal 2 – Approval of the Issuance of Shares Upon Conversion
of Series B Stock
A proposal to approve, for purposes of complying
with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon conversion of the Company’s
Series B Convertible Non-Voting Preferred Stock, par value $0.001 per share, in excess of 19.99% of the Company’s issued
and outstanding common stock. The results of the vote were as follows:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 439,372 | |
| 55,381 | |
1,842 | |
302,997 |
Proposal 3 – Approval of the Issuance of Shares of Common
Stock
A proposal to approve, for purposes of complying
with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock (including shares issuable upon conversion or exercise
of certain notes, warrants and other securities) in excess of 19.99% of our issued and outstanding common stock in connection with certain
transactions with Hudson Global Ventures, LLC and Agile Hudson Partners LLC. The results of the vote were as follows:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 427,276 | |
| 67,789 | |
1,530 | |
302,997 |
Proposal 4 – Approval
of Adjournment of Special Meeting
The proposal to adjourn the Special Meeting, if
necessary, in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals
at the time of the Special Meeting was approved. The results of the vote were as follows:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 677,977 | |
| 120,828 | |
787 | |
0 |
Because Proposals 1 through
3 were approved, no such adjournment was deemed necessary.
Item
7.01. Regulation FD Disclosure
On June 12, 2026, the Company issued a press release
announcing the Corporate Name Change. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-k.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation dated June 12, 2026 |
| 99.1 |
|
Press Release dated June 12, 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: June 15, 2026 |
URBAN-GRO, INC. |
| |
|
|
| |
By: |
/s/ Bradley Nattrass |
| |
|
Name: |
Bradley Nattrass |
| |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
urban-gro,
Inc. Announces Shareholder Approval of Name Change to Flash Sports and Media, Inc. and New Ticker Symbol “FLZH”
New corporate identity reflects the Company’s
strategic transition into the global sports and media industry following its business combination with Flash Sports & Media
LAFAYETTE, COLORADO, June 12, 2026 / GlobeNewswire / urban-gro,
Inc. (Nasdaq: UGRO) (the “Company”) today announced that, at a special meeting of shareholders held earlier today, shareholders
approved the Company’s name change to Flash Sports & Media, Inc. The Company also announced that its common stock is
expected to begin trading under the new ticker symbol “FLZH” on The Nasdaq Stock Market, subject to Nasdaq’s
processing and effectiveness.
The new corporate name reflects the next chapter for the Company as
a global sports and media platform focused on the creation, production, commercialization, and monetization of live sports properties,
media rights, sponsorships, branded content, and fan engagement opportunities.
Following the Company’s previously announced business combination
with Flash Sports & Media and the integration of Innovative Production Group FZ, LLC (“IPG”), the Company no longer operates
in its legacy markets and is now focused exclusively on building its sports, media, and experiential platform.
“The approval of our name change to Flash Sports and Media, Inc.
marks an important milestone in the Company’s transformation,” said Bradley Nattrass, Chief Executive Officer. “Our
new name and ticker symbol better reflect who we are today and where we are headed. We believe live sports, global media rights, sponsorship,
and fan engagement represent compelling long-term opportunities, and Flash Sports and Media is being built to participate in that growing
global ecosystem.”
The Company expects to provide additional updates regarding its sports
and media initiatives, strategic partnerships, commercial opportunities, and corporate development plans as appropriate.
About Flash Sports and Media, Inc.
Flash Sports and Media, Inc. is a global sports, media, and experiential
platform focused on the creation, production, commercialization, and monetization of live events, sports properties, original content,
media rights, sponsorships, and branded fan experiences. Following its business combination with Flash Sports & Media and the integration
of Innovative Production Group FZ, LLC, the Company is focused on opportunities across the global sports and media industry.
Investor Relations Contact
Investors@flashsm.com
Company Websites
https://flashsportsandmedia.com
https://www.theipggroup.com
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to,
statements regarding the Company’s name change and ticker symbol change; the Company’s strategic transition into the sports
and media industry; the anticipated benefits of its business combination with Flash Sports & Media; the development and commercialization
of sports and media platforms; potential media rights, sponsorship, live event, content, and fan engagement opportunities; 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, risks relating
to the Company’s strategic transition, integration of Flash Sports & Media and IPG, the Company’s ability to develop and
monetize sports and media opportunities, market acceptance, third-party relationships, financing needs, regulatory matters, Nasdaq compliance,
and general economic, market, and industry conditions.
Additional factors that could cause actual results to differ materially
from those described in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission, available at www.sec.gov. 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 and Media, Inc.
