Welcome to our dedicated page for Flash Sports & Media Holdings SEC filings (Ticker: UGRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Flash Sports & Media Holdings's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time SEC filing updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Flash Sports & Media Holdings's regulatory disclosures and financial reporting.
urban-gro, Inc. files its annual report describing a major strategic shift, financial stress, and listing risks. After deciding in the third quarter of 2025 to exit its core sectors, the company began selling assets, cutting headcount, and preparing for a merger, and now primarily acts as a value-added reseller of controlled environment agriculture equipment.
The report details a binding letter of intent to merge with Flash Sports & Media, Inc., under which Flash stockholders would ultimately hold about 90% of the combined company, and urban-gro would change its name after closing. The company discloses loan amendments, a Gemini credit-line default and Article 9 asset sale, a new Agile term loan, a settlement with J Brrothers involving a new note and shares, and the sale of its 2WR of Georgia design business.
urban-gro also highlights repeated Nasdaq deficiency notices related to late SEC filings, low share price, and stockholders’ equity below $2.5 million, with continued risk of delisting if it cannot regain full compliance.
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. is asking stockholders at its January 16, 2026 in-person annual meeting to approve several significant capital and governance items. The ballot includes electing five directors, amending the 2021 Equity Incentive Plan to add 5,000,000 shares (about 34% of the 14,802,789 shares outstanding as of December 12, 2025) and raising the individual award limit to 500,000 shares per year. Stockholders are also asked to ratify the auditor, approve executive pay on an advisory basis, and authorize a reverse stock split at a ratio between 1-for-2 and 1-for-25, with the final ratio and timing set by the Board.
Additional proposals would increase authorized common shares to 200,000,000 and approve potential issuances of common stock in one or more non-public financings under Nasdaq Listing Rule 5635(d). Directors and executive officers together hold 17.8% of outstanding shares. The proxy details Board committee structure, director and executive compensation, equity awards and related-party revenues, and explains voting mechanics, quorum, and broker non-vote treatment.
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) filed a Form 12b-25 to report it will not file its Form 10-Q for the quarter ended September 30, 2025 on time. The company explains the delay stems from extensive work to complete previously announced restatements of its 2022 and 2023 annual and quarterly financial statements and the quarter ended March 31, 2024, along with filing its 2024 second- and third-quarter 10-Qs by February 19, 2025. Management notes this effort, combined with limited financial resources and finance department turnover, has slowed preparation of the latest quarterly financials. The company also has yet to file its 2024 Form 10-K and 10-Qs for the quarters ended March 31 and June 30, 2025, and states it cannot currently provide a reasonable estimate of any significant change in results of operations for the September 30, 2025 quarter, but plans to file the Form 10-Q as soon as practicable.
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.