urban-gro (UGRO) closes Flash Sports & Media deal and targets Nasdaq compliance
Rhea-AI Filing Summary
urban-gro, Inc. has completed its merger with Flash Sports & Media, Inc., making Flash a wholly owned subsidiary and moving the company into the sports and media digital landscape. Flash shareholders receive unregistered UGRO common stock equal to up to 19.99% of outstanding shares at closing, plus non-voting preferred stock.
After stockholder approval, that preferred stock will convert so that Flash holders receive a total number of UGRO common shares equal to Flash’s agreed equity valuation divided by $3.23, the UGRO closing price on February 17, 2026. The company states that, as a result of the merger and other actions, it believes it now satisfies Nasdaq’s stockholders’ equity, annual meeting, and timely filing requirements and will notify Nasdaq for a compliance determination.
Positive
- Merger completion with Flash Sports & Media closes a strategic transaction that adds a diversified sports and media platform to urban-gro, potentially broadening its business mix beyond its legacy operations.
- Nasdaq stockholders’ equity compliance – the company states that, as a result of the merger and other actions, it believes stockholders’ equity now exceeds the $2.5 million requirement, reducing delisting risk subject to Nasdaq confirmation.
Negative
- None.
Insights
urban-gro completes stock-funded Flash merger and seeks to resolve Nasdaq listing deficiencies.
urban-gro closed its acquisition of Flash Sports & Media using equity rather than cash. Flash shareholders receive unregistered common shares equal to up to 19.99% of UGRO’s outstanding stock at closing, plus non-voting preferred shares convertible later.
Once stockholders approve as required by Nasdaq Listing Rule 5635(d), the preferred shares convert so that Flash’s investors hold UGRO common stock equal to Flash’s agreed equity valuation divided by
The company also reports that, due to the merger and recent actions, it believes it now meets Nasdaq’s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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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
Completion of Merger
On February 17, 2026, urban-gro, Inc., a Delaware corporation (the “Company” or “UGRO”), entered into a Agreement and Plan of Merger (the “Merger Agreement”) with Flash Sports & Media, Inc., a Delaware corporation (“Flash”) and UGRO Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company shall acquire Flash by way of a merger of the Merger Sub with and into Flash (the “Merger”), with Flash being a wholly owned subsidiary of the Company and the surviving entity in the Merger.
Under the terms of the Merger Agreement, at the closing of the merger (the “Closing”), stockholders of Flash shall receive the right to receive (i) shares of UGRO Common Stock equal to 19.99% of the outstanding shares of UGRO calculated based on the outstanding shares of UGRO immediately prior to the issuance of 1,000,000 shares of Common Stock on January 23, 2026 (adjusted to 40,000 shares following the reverse stock split) as disclosed in the Current Report on Form 8-K filed January 29, 2026, to be issued to stockholders of the Company, pro rata in proportion to their respective stock ownership in the Company, and (ii) shares of UGRO Non-Voting Convertible Preferred Stock to be issued to the stockholders of Flash, pro rata in proportion to their respective stock ownership in Flash, in an aggregate amount such that, upon effectiveness of the conversion of such shares into Common Stock of UGRO, the total number of shares of UGRO Common Stock issuable to the stockholders of the Company (including the shares of UGRO Common Stock issued pursuant to clause (i) above) shall equal a number of shares determined by dividing (A) the agreed equity valuation of Flash as mutually agreed and determined by the parties pursuant to the Merger Agreement, by (B) $3.23, representing the closing price of UGRO Common Stock on February 17, 2026 (the “Reference Price”), with such quotient representing the aggregate number of shares of UGRO Common Stock issuable to the stockholders of Flash on a fully converted basis.
The foregoing summaries of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the definitive Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K. The Merger Agreement contains customary representations and warranties that the Company and Flash made to, and solely for the benefit of, the other party thereto in the context of all of the terms and conditions of the Agreement and in the context of the specific relationship between the parties. The provisions of the Merger Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the Company and Flash or as stated therein and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On February 17, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibits 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibits 99.1.
The press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in the press releases include forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements include, among others, statements regarding the Company’s projects, potential financial performance, and growth opportunities. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions are intended to identify certain of these forward-looking statements. These statements are based on the Company’s expectations and involve risks, uncertainties and other important factors that could cause the actual results performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including an extensive discussion of these risks in the Company’s Registration Statement on Form S-1, declared effective by the SEC on September 25, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
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Item 8.01. Other Events
As previously reported, on October 14, 2025, urban-gro, Inc. (the “Company”) attended a hearing before a Nasdaq Hearings Panel (the “Panel”) in connection with a determination letter that the Company received from the Nasdaq Listing Qualifications Department on August 28, 2025 due to the Company’s non-compliance with (i) Nasdaq Listing Rule 5550(a)(2) due to the Company’s common stock having had a bid price of less than $1.00 per share for 30 consecutive business days (the “Bid Price Rule”), (ii) Nasdaq Listing Rule 5250(c)(1) due to the Company’s delay in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025 (the “Timely Filing Requirement”), and (iii) Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain minimum stockholders’ equity of $2.5 million (the “Stockholders’ Equity Requirement”). Also as previously reported, on October 30, 2025, the Company received a notice from Nasdaq notifying the Company that the Panel had determined to grant the Company’s request to continue its listing on The Nasdaq Capital Market, conditioned on the Company regaining compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement on or before December 31, 2025 and regaining compliance with the Bid Price Rule on or before January 28, 2026. The Company also received a determination letter on November 18, 2025 with respect to the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended September 30, 2025, resulting in an additional basis for delisting the Company’s securities. Additionally, as previously reported, on January 6, 2026, the Company received a determination letter (the “Letter”) from Nasdaq stating that because the Company did not hold an annual meeting of stockholders within twelve months from the Company’s prior fiscal year end as required by Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”), the resulting non-compliance would be an additional basis for delisting the Company’s securities.
On January 13, 2026, the Panel notified the Company that it had granted a further extension to regain compliance with the Stockholders’ Equity Requirement, the Annual Meeting Requirement and the Timely Filing Requirement on or before February 17, 2026 and with the Bid Price Rule on or before February 24, 2026.
As a result of the Merger, as of the date of this current report on Form 8-K, the Company believes it has stockholders’ equity in excess of $2.5 million and has regained compliance with the Stockholders’ Equity Requirement. Additionally, following certain actions, the Company believes it is now in compliance with the Annual Meeting Requirement and the Timely Filing Requirement. The Company intends to notify Nasdaq of its compliance status so that Nasdaq can make a determination as to whether the Company has regained compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.
Forward Looking Statements
Certain statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the transactions contemplated by the merger. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. The Company may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including the Company’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov, specifically under the heading “Risk Factors.” The risks and uncertainties described above and in the Company’s filings with the SEC are not exclusive. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit No. | Description | |
| 2.1 | Agreement and Plan of Merger, dated February 17, 2026 by and between urban-gro, Inc., Flash Sports & Media, Inc., and UGRO Merger Sub, Inc. | |
| 3.1 | Certificate of Designation of Series B Convertible Preferred Stock, as filed with the Delaware Secretary of State on February 17, 2026 | |
| 99.1 | Press Release Dated February 17, 2026 | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: February 17, 2026 | URBAN-GRO, INC. | ||
| By: | /s/ Bradley Nattrass | ||
| Name: | Bradley Nattrass | ||
| Title: | Chairman and Chief Executive Officer | ||
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Exhibit 99.1
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urban-gro, Inc. Completes Merger with Flash Sports and Media Inc., Providing Shareholders with Access to the Rapidly Evolving Sports & Media Digital Landscape
Lafayette, Colorado, February 17, 2026 – (Nasdaq: UGRO) (“urban-gro” or the “Company”) today announced that it has completed its merger with Flash Sports and Media, Inc. (the “Merger”) to acquire 100% of the outstanding shares of Flash Sports and Media, Inc. (“Flash”), a U.S.-based sports and media company dedicated to shaping the future of sports.
Under the terms of the Merger, which was first announced on October 14, 2025, shareholders of Flash shall receive, pro rata in proportion to their respective stock ownership, (i) unregistered shares of the Company’s Common Stock issued at closing in an amount that will not exceed the maximum number of shares permitted to be issued without stockholder approval under Nasdaq Listing Rule 5635(d), taking into account the 40,000 (post-split) shares of Common Stock issued in a transaction on January 23, 2026, and (ii) unregistered shares of a newly created series of non-voting Preferred Stock (the “Preferred Stock”). Upon receipt of the approval of the Company’s stockholders as required by Nasdaq Listing Rule 5635(d), the Preferred Stock will convert into shares of Common Stock such that, together with the shares of Common Stock issued at closing, the former stockholders of Flash will receive an aggregate number of shares of the Company’s Common Stock equal to the agreed equity valuation of Flash divided by $3.23, representing the closing price of the Company’s Common Stock on February 17, 2026.Bradley Nattrass, Chief Executive Officer, commented, “I am excited to bring our current stockholders into this dynamic and high-growth arena. We anticipate a lot of transformative developments in the quarters ahead.”
Anna G., President of Flash added, “We are very excited to elevate Flash Sports and Media onto the public stage through this merger with urban-gro. This is a defining moment for our organization and for the evolving sports and media landscape. Just as elite athletes rise to compete under the brightest lights, this transaction positions Flash to scale with greater capital strength, credibility, and strategic flexibility – accelerating our ability to deliver premium content, expand our platform, and create long-term value for fans, partners, and stockholders alike.”
Transaction Highlights
| ● | Strategic Entry into a High-Growth Sports, Media & Experiential Platform: The Merger will expand the Company’s business platform into sports media, live events, and experiential marketing. Flash is a differentiated operator with a diversified portfolio of content, events, and branded experiences across multiple sports verticals. |
| ● | Diversification with Revenue-generating Assets: The transaction is a meaningful diversification away from the Company’s legacy business lines into operating businesses with scalable revenue opportunities, brand monetization potential, and multiple downstream commercialization pathways including media rights, sponsorships, experiential activations, and digital engagement. |
| ● | Control Structure Preserves Public Company Continuity While Enabling Growth: The Merger preserves compliance with Nasdaq ownership and voting requirements. |
| ● | Balance Sheet Enhancement and Nasdaq Compliance Catalyst: As a result of the merger, the Company believes it has stockholder’s equity in excess of $2.5 million Nasdaq threshold under Nasdaq Listing Rule 5550(b)(2). The Company is awaiting formal confirmation from the Nasdaq Hearing Panel that it has regained compliance with the minimum $2.5 million equity requirement, which will improve the combined company’s access to institutional capital markets. |
| ● | Aligned with Long-Term Trends in Experiential Media and Brand Engagement: The Merger aligns the Company with secular growth trends favoring experiential entertainment, fan engagement, and content-driven brand ecosystems, where differentiated platforms and owned IP can generate recurring revenue and long-term shareholder value. |
About Flash Sports & Media Inc.
Flash is a diversified sports, media, and experiential marketing platform focused on the creation, production, and monetization of live events, original content, and branded fan experiences. The company uses across multiple sports and entertainment verticals, using proprietary intellectual property, strategic partnerships, and experiential activations to engage audiences and deliver value for brands, sponsors, and media partners. Flash integrates content creation, event execution, and media distribution to build scalable platforms within the global sports and entertainment ecosystem. For more information, visit https://flashsportsandmedia.com/
About Thunder Rock Capital LLC
Thunder Rock Capital LLC is serving as exclusive M&A advisor to the Company. Thunder Rock’s mission is to enable success for middle-market and emerging growth companies by connecting them with global opportunities in mergers and acquisitions and capital markets, and provide experienced assistance with capital raising, strategic development, and capital structure optimization. At Thunder Rock Capital, our experienced team uses a collaborative and client-first approach, ensuring every solution is aligned with your strategic vision. Our global network and presence and local ability empower clients to navigate complex financial landscapes with confidence.
Thunder Rock Capital LLC solely acted as financial advisor to the Company in connection with the Merger and not as an underwriter or placement agent in connection with the issuance of securities.
Safe Harbor Statement
This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release, terms such as “believes,” “will,” “expects,” “anticipates,” “may,” “projects” and similar expressions and variations as they relate to the Company, or its management are intended to identify forward-looking statements. The forward-looking statements in this press release include, without limitation, statements regarding the Company’s submission of requested information to Nasdaq, and its efforts to regain compliance with Nasdaq listing standards. These and other forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including, among others, the Company’s ability to negotiate and execute definitive transaction documents for the previously announced merger transaction involving Flash Sports & Media, the Company’s ability to accurately forecast revenues and costs, competition for projects in the Company’s markets, factors that could cause delays or the cancellation of projects in the Company’s backlog or its ability to secure future projects, the Company’s ability to maintain favorable relationships with suppliers, risks associated with reliance on key customers and suppliers, the Company’s ability to attract and retain key personnel, results of litigation and other claims and insurance coverage issues, the Company’s ability to implement effective internal controls, the Company’s ability to execute on its strategic plans, the Company’s ability to achieve and maintain cost savings, the Company’s ability to remain listed on the Nasdaq Capital Market, and the Company’s ability to make required filings with the Securities and Exchange Commission. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.
Investor
Contact:
investors@urban-gro.com
investors@flashsm.com
FAQ
What did urban-gro (UGRO) announce regarding Flash Sports & Media?
How are Flash Sports & Media shareholders compensated in the urban-gro merger?
How does the UGRO and Flash merger determine the total share consideration?
What Nasdaq listing issues has urban-gro (UGRO) been facing?
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What future approvals are needed related to urban-gro’s preferred stock issued in the merger?
Filing Exhibits & Attachments
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