Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 19, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) received a Staff Determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding its actions after it completed its reverse merger on February 17, 2025. On February 24, 2026, Nasdaq Staff determined that the transaction constituted a business combination resulting in a “Ch…

Results of Operations and Financial Condition. On August 18, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of…

Other Events. On August 3, 2026, the Company entered into a term sheet (the “Term Sheet”) with Bongo Holdings Pte Ltd, a Singapore private limited company (“Bongo”), regarding the Company’s proposed acquisition of a 51% controlling interest in Bongo. The Term Sheet contemplates that the Company would acquire newly issued shares of Bongo and shares from certain existing Bongo stockholders so that the Company would own 51% of Bongo’s fully diluted equity immediately following the closing. The p…

Director — Bradley Nattrass: Three directors resigned and were immediately replaced by new appointments via unanimous written consent, with the CEO retaining his executive role.

Regulation FD Disclosure On June 30, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) issued a press release announcing that it had entered into a confidential, non-binding letter of intent, dated June 27, 2026, contemplating the potential acquisition of a 51% controlling interest in the assets of Nooa Holdings Ltd., a Dubai-based hospitality group. As described in the press release, the proposed transaction remains subject to, among other things, completion of due diligence, negotia…

Unregistered Sales of Equity Securities. The information set forth under Items 1.01 and 2.03 is incorporated herein by reference. The securities were offered and sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D. FirstFire represented that it is an accredited investor and acquired the securities for investment purposes.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On June 17, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which the Company agreed to issue and sell to FirstFire a convertible promissory note (the “Note”) in the principal amount of $880,000 for a purchase price of $800,000. The Company also agreed to issue FirstFire 10,000 shares o…

Co-Chief Financial Officer — Richard Akright: Mr. Akright resigned from his position as Co-Chief Financial Officer.

Entry into a Material Definitive Agreement. On April 20, 2026, urban-gro, Inc. (the “Company”) and its wholly owned subsidiary, urban-gro Canada Technologies Inc. (together with the Company, the “Borrower”), entered into a Forbearance Agreement (the “Forbearance Agreement”) and an Exchange Agreement (the “Exchange Agreement”) with Hudson Global Ventures, LLC (“Hudson”). Prior to entering into such agreements, on or about April 20, 2026, Grow Hill LLC (“Grow Hill”) assigned all of its right, t…

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On April 7, 2026, Urban-gro, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Agile Hudson Partners LLC (the “Buyer”), pursuant to which the Buyer agreed to purchase, and the Company agreed to issue and sell to the Buyer, a 12% secured promissory note (the “Note”) in an aggregate principal amount of up to $2,775,000, at an aggregate purchase price of up to $2,525,000, in one or more tranches. Pursuant…

Unregistered Sales of Equity Securities. The information set forth under

Regulation FD Disclosure. On March 9, 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 gen…

Changes in Registrant’s Certifying Accountant. On February 27, 2026, urban-gro, Inc. (the “Company”) dismissed Sadler, Gibb & Associates, LLC (“Sadler”) as the Company’s independent registered public accounting firm. The decision to dismiss Sadler was approved by the audit committee of the Company’s board of directors on February 27, 2026. Sadler had been retained by the Company on May 29, 2024. Sadler’s reports on the Company’s consolidated financial statements as of and for the fiscal years…

in its entirety. The Exchange is being made in reliance on the exemption from securities registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Entry into a Material Definitive Agreement. Forbearance Agreement and Exchange Agreement As previously reported, on February 19, 2026, urban-gro, Inc (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) by and among, by and among Agile Capital Funding, LLC, a New York limited liability company (“Collateral Agent”) and Agile Lending, LLC, a Virginia limited liability company (“Agile” or “Holder”), on the one hand, and the Company on the other hand. The Company, Collate…

Director — Anita Britt: Ms. Anita Britt resigned from her position as a member of the board of directors.

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…

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 P…

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…

Entry into a Material Definitive Agreement. ELOC Purchase Agreement On February 4, 2026, the Company entered into an equity purchase agreement (the “ELOC Purchase Agreement”) with Hudson Global Ventures, LLC (the “Investor”), pursuant to which the Company has the right, but not the obligation, to direct the Investor to purchase up to $25,000,000 of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and conditions contained in the ELOC Purchase Agreement. Sales o…

Material Modification to Rights of Security Holders. The information set forth in