urban-gro, Inc. 8-K Filings

Flash Sports & Media Holdings, Inc. announced plans for the Zimbabwe T20 League (ZT20), a proposed professional franchise T20 cricket league tentatively targeted for October–November 2026. The league is expected to be developed through its subsidiary Innovative Production Group FZ, LLC in collaboration with Zimbabwe Cricket.

The initiative is described as a long-term sports, media, and sports-tourism property, with a grand opening ceremony currently planned for Victoria Falls and matches expected across Harare Sports Club and Bulawayo. Actual revenues, if any, will depend on the company’s specific contractual arrangements and overall tournament outcomes.

The company emphasizes that ZT20 is an early-stage project that has not commenced operations and remains subject to definitive documentation, required regulatory and governing-body approvals, venue and player availability, financing, and other execution conditions, so there is no assurance the league will launch on the anticipated timeline or generate material revenue.

Flash Sports & Media Holdings, Inc. entered into a financing deal with FirstFire Global Opportunities Fund, LLC through a convertible promissory note. The company will receive a purchase price of $800,000 in exchange for a note with an original principal amount of $880,000 and 10,000 commitment shares of common stock.

The unsecured note bears 10% annual interest, with the first twelve months of interest of $88,000 fully earned on the issue date, and matures twelve months after issuance. It is initially convertible at $5.00 per share, subject to adjustments, a 4.99% beneficial ownership limitation, and an exchange cap that limits issuance to 10,686,477 shares until stockholders approve additional issuances under Nasdaq Rule 5635(d).

Beginning 180 days after closing, the company must make monthly amortization payments, with any remaining balance due at maturity. On default, the note becomes immediately due at 150% of the then-outstanding principal plus accrued interest. The company plans to use the funds for business development and general working capital, subject to agreed restrictions.

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.

Flash Sports & Media Holdings, Inc. has launched the Malaysia T20 League (MT20), a new professional franchise T20 cricket league scheduled to debut in September and October 2026. The league will be developed and operated through subsidiary Innovative Production Group FZ, LLC in partnership with the Malaysian Cricket Association.

MT20 is designed as a long-term sports and media property featuring franchise-based teams, international player participation, global broadcast distribution, and sponsorship opportunities. A select number of founding franchises are expected to be introduced, giving investors and partners exposure to potential revenues from media rights, sponsorships, ticketing, merchandise, and licensing.

The initiative extends Flash’s cricket-league footprint in Southeast Asia alongside its Lanka Premier League involvement. Management emphasizes that MT20 remains an early-stage project and that franchise sales, player participation, sponsorships, media arrangements, and any revenues are uncertain and subject to contracts, financing, regulatory approvals, and market acceptance.

Flash Sports & Media Holdings, Inc., formerly urban-gro, Inc., reports that shareholders approved changing the corporate name to Flash Sports & Media Holdings, Inc. at a special meeting on June 12, 2026. Of 1,404,499 common shares eligible to vote as of May 6, 2026, 799,592 shares, or about 56.93%, were represented, satisfying quorum requirements.

Shareholders approved the name change, the issuance of common shares upon conversion of Series B Convertible Non-Voting Preferred Stock above 19.99% of outstanding common stock, and additional issuances above 19.99% related to transactions with Hudson Global Ventures, LLC and Agile Hudson Partners LLC. The company also announced that its stock is expected to begin trading on Nasdaq under the new ticker symbol FLZH, reflecting its strategic transition into a global sports and media platform following its business combination with Flash Sports & Media and the integration of Innovative Production Group FZ, LLC.

urban-gro, Inc. held a Special Meeting of Stockholders on June 3, 2026 but was unable to conduct any business because a quorum was not reached. Under its bylaws, the company adjourned the Special Meeting to June 12, 2026 at 10:00 AM EST.

The record date for stockholders entitled to vote remains May 6, 2026, and previously submitted valid proxies will continue to apply unless changed or revoked before votes are taken. The company will keep delivering proxy materials and soliciting votes ahead of the reconvened meeting.

urban-gro, Inc. has completed its combination with Flash Sports & Media, Inc. and integration of Innovative Production Group FZ, LLC, pivoting from controlled environment agriculture to a vertically integrated global cricket media and events platform anchored by the Lanka Premier League.

The company reported minimal revenue in Q1 2026 due to this transition and the timing of Lanka Premier League Season 6, which is scheduled for July–August 2026. Management presents illustrative internal targets showing potential 2026 revenue of $17 million and 2027 revenue of $37 million across LPL, a planned Malaysia edition, expansion markets, and broadcast, while emphasizing these are not formal guidance.

The IPG merger closed in Q1 2026 as an all-stock deal at a reference price of $3.23 per share, and the company regained full compliance with Nasdaq listing standards on March 9, 2026. Management plans a future corporate name and ticker change to align with its new sports and media strategy and expects to resume quarterly earnings calls starting with Q2 2026 results.

urban-gro, Inc. announced that, effective April 28, 2026, Richard Akright resigned from his role as Co-Chief Financial Officer. The company stated that his resignation was not due to any disagreement regarding operations, policies, practices, or accounting principles and disclosures.

After his departure, Eric Sherb, who had been serving alongside him as Co-Chief Financial Officer, will continue as the sole Chief Financial Officer of urban-gro, Inc., providing continuity in the company’s finance leadership structure.

urban-gro, Inc. has entered into a forbearance and debt exchange arrangement tied to its outstanding loan obligations. As of April 10, 2026, obligations under existing loan documents were approximately $1.94 million, and the company was in default.

Under a new Forbearance Agreement, successor lender Hudson Global Ventures, LLC agreed to temporarily forbear from enforcing remedies until the earlier of April 30, 2026 or specified termination events, while the loan principal was increased to $2,800,000, including a capitalized forbearance fee and additional fees and expenses.

Concurrently, through an Exchange Agreement, Hudson agreed to reduce a portion of the loan in exchange for common stock (the “Exchange Shares”), issued in a private, unregistered transaction relying on Section 3(a)(9) of the Securities Act, with the company bearing issuance costs and supporting Rule 144 resale treatment.

Urban-gro, Inc. entered into a financing deal with Agile Hudson Partners LLC involving a 12% secured, convertible promissory note with aggregate principal of up to $2,775,000 and related stock warrants. The buyer initially funded a first tranche of $2,225,495.05 in principal for a $2,025,000 purchase price, less $25,000 of legal fees.

The note is convertible into common stock at the lesser of a fixed $36.00 per share (subject to adjustment) or 80% of the average of the three lowest traded prices over a specified 10‑day period, subject to a 4.99% beneficial ownership cap and an exchange cap. Urban-gro also issued warrants to buy 154,166 shares at $18.00 per share and pre-funded warrants for 26,000 shares at $0.01, and granted the investor a junior security interest in substantially all assets, behind $2,000,000 of existing senior secured debt.

urban-gro, Inc. furnished an investor presentation and press release outlining its transformation into a sports and media platform focused on the global T20 cricket market through Flash Sports & Media and IPG. The strategy centers on owning Lanka Premier League commercial and media rights, expanding related leagues in Malaysia, Singapore, and Zimbabwe, and building an integrated media model that controls content, production, and distribution.

The materials present illustrative projections for LPL-only revenue rising from $8–12 million in Year 1 to $50–75 million in Year 5, and a broader five‑year group revenue path from $17 million in 2026 to $143 million in 2030, alongside EBITDA margin targets increasing from 10–15% to 35–40%. Management highlights recent Nasdaq compliance, the all‑stock IPG merger, and a targeted May 15, 2026 LPL Season 6 player draft as near‑term execution milestones, while emphasizing that all projections are subject to significant risks and uncertainties.

urban-gro, Inc. reports that it has regained full compliance with key Nasdaq listing standards, removing a prior risk to its stock market listing. Nasdaq confirmed the company now meets rules for timely SEC filings, minimum stockholders’ equity, a minimum $1.00 bid price after a reverse split, and holding an annual shareholder meeting within the required period.

Nasdaq will keep the company under a one-year Discretionary Panel Monitor to track ongoing compliance. urban-gro, now operating its business under the Flash Sports & Media brand, describes itself as a diversified sports, media, and experiential marketing platform focused on live events, original content, and branded fan experiences.

urban-gro, Inc. changed its independent auditor and resolved multiple Nasdaq listing issues. The company dismissed Sadler, Gibb & Associates as its independent registered public accounting firm, with the audit committee approving the decision. Sadler’s audit reports for the 2022, 2023 and 2024 fiscal years had clean opinions without adverse or qualified language.

The company appointed Suri and Co., Chartered Accountants of Chennai, India, to audit its financial statements for the year ended December 31, 2025. The company states it did not consult Suri on accounting principles or audit opinions before the appointment. Nasdaq notified the company on March 4, 2026 that it has regained compliance with the Stockholders’ Equity Requirement of $2.5 million, the Annual Meeting Requirement, and the Timely Filing Requirement, after prior non-compliance related to delayed SEC filings, stockholders’ equity and a bid price below $1.00 per share.

urban-gro, Inc. entered into a Forbearance Agreement and an Exchange Agreement with Agile Capital Funding, LLC and Agile Lending, LLC related to an existing business loan. The parties’ prior Note under a $1,050,000 loan had an outstanding principal and interest balance of $972,200 as of February 12, 2026.

Under the new Forbearance Agreement dated February 19, 2026, Agile agreed to temporarily forbear from exercising default remedies in exchange for increasing the outstanding balance on the Note to $1,380,524.00. At the same time, the Exchange Agreement provides that urban-gro will issue 37,505 common shares, valued in total at $90,762.10 (at $2.42 per share), to reduce the Note balance by that same amount. The exchange is being completed as an unregistered transaction relying on the Section 3(a)(9) exemption under the Securities Act.

urban-gro, Inc. announced several leadership changes following its merger with Flash Sports and Media, Inc. Director Anita Britt resigned from the board, where she had chaired the Audit Committee and served on the Compensation and Governance Committees, without any reported disagreements with the company.

The board elected experienced public company director Donald Fell as an independent director and appointed him to the Audit and Nominating Committees, with cash retainers and annual restricted stock units valued at $80,000. David Hsu was named Chair of the Audit Committee.

The combined company adopted a Co-Chief Financial Officer structure, retaining former urban-gro CFO Dick Akright and appointing former Flash Sports and Media CFO Eric Sherb as Co-CFO with a $150,000 annual salary. The co-CFOs will jointly oversee financial strategy, reporting, and post-merger integration.

urban-gro, Inc. filed an amended report to clarify the share count for a recent private stock sale to accredited investors. The company confirms it issued 1,000,000 shares of common stock at $0.10 per share for aggregate gross proceeds of $200,000. After the company’s reverse stock split, these issued shares equal 40,000 shares on a post-split basis, and no additional shares or other equity securities will be issued under these Subscription Agreements. The investors received customary registration rights tied to any future registration statement the company may file, and the offering was conducted as an unregistered private placement relying on Section 4(a)(2) and Regulation D.

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.

urban-gro, Inc. filed an amended current report to clarify limits on issuing common stock under its Equity Line of Credit Agreement. The company states that, under Nasdaq Listing Rule 5635(d), it will not issue shares above 19.99% of its outstanding common stock immediately prior to the issuance of 1,000,000 shares on January 23, 2026, which was later adjusted to 40,000 shares after a reverse stock split, unless stockholders first approve larger issuances. Until such approval is obtained, sales under the equity line, together with other issuances required to be aggregated under the Nasdaq rule, must remain at or below this cap. The company plans to seek stockholder approval at a future meeting to permit issuances above this limit.

urban-gro, Inc. entered a new equity purchase agreement giving it the right to sell up to $25,000,000 of common stock to Hudson Global Ventures over about 24 months, at a 10% discount to specified market-based prices and within volume-based limits.

The company issued Hudson a warrant for 55,556 shares at $12.50 per share exercisable for five years, and reserved 200,000 shares with its transfer agent as a baseline for potential issuances. The company must obtain stockholder approval to issue more than 136,845 shares under this arrangement.

urban-gro also entered a short-term $105,000 term loan with Agile entities, maturing 28 weeks after the effective date, including a $5,000 administrative fee and a prepayment premium equal to interest that would have accrued to maturity, along with default-related protections for the lenders.

urban-gro, Inc. approved and implemented a 1-for-25 reverse stock split of its common stock. Every twenty-five shares outstanding as of 12:01 a.m. Eastern Time on February 9, 2026 will be combined into one share, with no change to authorized share count or par value.

The reverse split is primarily intended to help the company meet the Nasdaq Capital Market minimum bid price requirement. Fractional shares will not be issued; instead, affected stockholders will receive cash based on the February 6, 2026 closing price, adjusted for the split. Split-adjusted shares are expected to begin trading on Nasdaq on February 9, 2026 under the same ticker “UGRO” but with a new CUSIP number, and related equity awards, warrants, and plan reserves will be proportionally adjusted.

urban-gro, Inc. reported the results of its 2025 Annual Meeting of Stockholders, where all seven proposals on the ballot were approved. Shareholders re-elected five directors for one-year terms and ratified Sadler, Gibb & Associates, LLC as independent auditor for the year ended December 31, 2025.

Stockholders approved an amendment to the 2021 Omnibus Stock Incentive Plan to add 5,000,000 shares authorized for issuance and increase the individual award limit. They also authorized a reverse stock split at a ratio between 1-for-2 and 1-for-25, with the exact terms to be set by the Board.

In addition, shareholders approved increasing authorized common stock to 200,000,000 shares and gave the Board authority to adjourn the meeting if needed, though adjournment was ultimately unnecessary. A quorum of 8,273,664 shares, or about 55.9% of the 14,802,789 eligible shares, was represented.

urban-gro, Inc. entered into Purchase and Subscription Agreements with accredited investors to sell 2,000,000 unregistered common shares at $0.10 per share, for gross proceeds of $200,000. The shares are being issued in a private offering exempt from registration under Section 4(a)(2) and Regulation D.

Investors receive registration rights if the company later files any registration statement covering common stock. Closings are expected within two business days after each agreement, subject to customary conditions, and the share certificates will bear legends restricting resale absent registration or an applicable exemption.

urban-gro, Inc. reports that a Nasdaq Hearings Panel has granted a further extension for the company to regain compliance with multiple Nasdaq listing standards. The company now has until February 17, 2026 to satisfy the stockholders’ equity, annual meeting, and timely SEC filing requirements, and until February 24, 2026 to restore its share price to at least $1.00 under the bid price rule.

The filing warns there is no assurance urban-gro will meet these deadlines or other Nasdaq rules. It explains that a Nasdaq delisting could make trading the stock more difficult, pressure the share price, hinder capital raising, and potentially trigger defaults, penalties, or termination rights in existing agreements, including a binding letter of intent with Flash Sports & Media, Inc. The company states such outcomes could have a material adverse effect and might ultimately lead to a cessation of operations.

urban-gro, Inc. reports that Nasdaq has identified a new listing deficiency because the company did not hold an annual stockholder meeting within twelve months of its prior fiscal year end, as required by Nasdaq Listing Rule 5620(a). This adds to earlier non-compliance with the minimum $1.00 bid price rule, timely filing requirements for its 10-K and 10-Q reports, and the minimum $2.5 million stockholders’ equity requirement. The company plans to submit its views to the Nasdaq Hearings Panel and has requested more time to regain compliance, but there is no assurance an extension will be granted. The company warns that a potential Nasdaq delisting could make trading its shares more difficult, pressure its stock price, hinder capital raising, trigger defaults or termination rights under agreements including a binding letter of intent with Flash Sports & Media, Inc., and could ultimately lead to the company ceasing operations.

urban-gro, Inc. (UGRO) reports an additional Nasdaq compliance issue tied to late SEC filings, increasing its risk of delisting from the Nasdaq Capital Market. The company was already under a Nasdaq Hearings Panel plan to fix three problems: its stock’s failure to meet the $1.00 bid price minimum, delays in filing its 2024 Form 10-K and Form 10-Qs for March 31 and June 30, 2025, and not meeting the $2.5 million stockholders’ equity requirement.

On November 18, 2025, Nasdaq notified urban-gro that its failure to timely file the Form 10-Q for the quarter ended September 30, 2025 is an additional basis for delisting under the timely filing rule. The Panel asked the company to respond in writing by November 25, 2025, and the company plans to submit its views. Urban-gro cautions that there is no assurance it will regain compliance with Nasdaq listing rules.

urban-gro, Inc. (UGRO) reported it sold certain customer lists to 2WR of Georgia, Inc. for $143,000 in cash. As part of the agreement, the parties waived and terminated a prior non-solicitation provision that applied to the Buyer under an earlier stock and asset purchase agreement. The new agreement includes non-competition and non-solicitation restrictions on the Seller Parties, customary representations and warranties, and indemnification by the Seller Parties for specified pre-closing, tax, work-in-progress, and employment-related matters.

urban-gro, Inc. (UGRO) received a Nasdaq panel extension to maintain its listing, conditioned on fixing three compliance issues. The company must regain compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement by December 31, 2025, and with the Bid Price Rule by January 28, 2026.

The deficiencies arose from a sub‑$1.00 bid price for 30 consecutive business days, delayed SEC filings (Form 10‑K for 2024 and Forms 10‑Q for the quarters ended March 31, 2025 and June 30, 2025), and Nasdaq’s minimum stockholders’ equity rule, which requires $2.5 million. During the exception period, urban-gro must promptly notify the panel of significant events and provide documentation for review.

The company noted there can be no assurance it will regain compliance with these rules, underscoring the risk of losing its Nasdaq Capital Market listing if conditions are not met.

urban-gro, Inc. (UGRO) announced a binding letter of intent to merge with Flash Sports & Media, Inc. via a two-step subsidiary merger. Flash will provide a $200,000 cash deposit within 15 days. The parties plan to negotiate and execute a definitive agreement consistent with the LOI.

At closing, Flash stockholders would receive unregistered UGRO common shares equal to 19.99% of outstanding common immediately prior to the merger, plus unregistered non‑voting preferred shares that are economically equivalent to common and would automatically convert into common upon stockholder approval. The LOI states that, assuming full conversion, former Flash stockholders would own approximately 90% of the combined company.

The company would change its name to Flash Sports & Media Holdings, Inc. or similar after closing. Board composition would shift in two stages: initially four directors designated by the current board and one by Flash holders; after conversion approval, one by the current board and four by Flash holders. The LOI includes a 90‑day exclusivity period. Securities issuances would rely on Section 4(a)(2) and Rule 506 of Regulation D.

urban-gro, Inc. reports an update on its Nasdaq listing status. The company previously received notices from Nasdaq for failing to meet three continued listing standards: the minimum $1.00 bid price requirement, the timely filing requirement for its Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31 and June 30, 2025, and the minimum stockholders’ equity requirement of $2.5 million.

Nasdaq issued a determination that these deficiencies serve as bases for delisting the company’s securities from the Nasdaq Capital Market. urban-gro has requested a hearing before a Nasdaq Hearings Panel, and that hearing has been rescheduled from October 7, 2025 to October 14, 2025. The company states there can be no assurance it will regain compliance with the Nasdaq listing rules or that its appeal of the delisting determination will be successful.

urban-gro, Inc. filed a Form 8-K disclosing a Settlement Agreement and Mutual General Release dated September 26, 2025 executed among urban-gro, Inc., UG Construction, Inc., Gemini Finance Corp. and other parties. The filing indicates communications referenced under Rule 425 and soliciting/pre-commencement communications provisions of the Exchange Act were considered. The report includes an interactive cover page data file embedded in the Inline XBRL document. The disclosure is concise and centers on the existence of the settlement document among the named parties.

urban-gro, Inc. entered into a Stock and Asset Purchase Agreement under which 2WR Holdco, LLC acquired all shares of 2WR of Georgia, Inc. and certain related assets for $2.0 million in cash, offset by a prior $500,000 deposit and any assumed debt. The Company keeps its controlled environment agriculture (CEA) architectural business.

The Company also received a Nasdaq determination letter after failing to regain compliance with the $1.00 minimum bid price, timely filing requirements for its 2024 Form 10-K and 2025 Forms 10-Q, and the $2.5 million minimum stockholders’ equity rule. A hearing before a Nasdaq panel is scheduled for October 7, 2025, but there is no assurance the appeal or requested stay will succeed.

Director Lewis O. Wilks resigned from the Board and has a financial interest in the Buyer, and CEO Bradley J. Nattrass voluntarily reduced his annual base salary from $450,000 to $350,000 until at least November 30, 2025, with similar reductions by other leaders as a cost-saving measure.

urban-gro, Inc. reported that its subsidiary UG Construction is in default under a revolving line of credit with Gemini Finance Corp., with approximately $1.76 million now immediately due and subject to a default interest charge of 1% per week from June 16, 2025. The lender has notified the company that it plans to foreclose and conduct a private Article 9 sale of substantially all UG Construction assets on September 4, 2025.

The company also received a Nasdaq determination letter stating that, because it did not file its 2024 Form 10-K and its Forms 10-Q for the quarters ended March 31 and June 30, 2025 by the required date, Nasdaq will suspend trading in its common stock on August 27, 2025 and begin delisting procedures, absent a successful appeal. Nasdaq also cited non-compliance with the minimum $2.5 million stockholders’ equity requirement, and the company plans to request a hearing and a stay of suspension, though it cautions there is no assurance it will regain compliance or avoid delisting.

urban-gro, Inc. disclosed that it entered into a non-binding letter of intent to sell all of the assets of 2WR of Georgia, Inc., a subsidiary that provides architecture design services, to an affiliate of CM Capital Management. The filing states the agreement is non-binding and attaches a press release as Exhibit 99.1 and an Inline XBRL cover page as Exhibit 104. The company expressly notes the furnished information is not deemed "filed" under Section 18 and is not incorporated by reference into other filings unless specifically identified. This report does not disclose any financial terms, timing, or closing conditions for the proposed sale.

urban-gro, Inc. entered a Settlement and Release resolving a dispute over HVAC equipment with J Brrothers LLC and Herb-a-More LLC by issuing a $395,556 promissory note and 150,000 unregistered shares to J Brrothers. The Note accrues simple interest at 12% annually, carries a 17% default interest rate, is payable in monthly installments over eight months with the first seven payments of $50,000 and a final payment of $64,046.95, and has a stated maturity on March 18, 2026. The Note may be prepaid without penalty. The issuance of the Note and Shares was made without registration under Section 4(a)(2) and Regulation D and J Brrothers is identified as an accredited investor. Copies of the Promissory Note and the Settlement Agreement are filed as Exhibits 4.1 and 10.1.