Form 8-K

8-K — Flash Sports & Media Holdings, Inc.

Accession: 0001213900-26-068776

Filed: 2026-06-15

Period: 2026-06-12

CIK: 0001706524

SIC: 5080 (WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0294769-8k_flash.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DATED JUNE 12, 2026 (ea029476901ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED JUNE 12, 2026 (ea029476901ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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

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

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

EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DATED JUNE 12, 2026

EX-3.1

Filename: ea029476901ex3-1.htm · Sequence: 2

Exhibit 3.1

Delaware The First State Page 1 4005602 8100 Authentication: 204213861 SR# 20263379525 Date: 06-12-26 You may verify this certificate online at corp.delaware.gov/authver.shtml I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "URBAN-GRO, INC.", CHANGING ITS NAME FROM "URBAN-GRO, INC." TO "FLASH SPORTS & MEDIA HOLDINGS, INC.", FILED IN THIS OFFICE ON THE TWELFTH DAY OF JUNE, A.D. 2026, AT 8:14 O`CLOCK A.M.

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware urban-gro, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation''), hereby certifies as follows: FIRST: The name of the Corporation is urban-gro, Inc. SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is October 29, 2020, and was amended on December 31, 2020, and was amended and restated on June 21, 2023, and was amended and restated by the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware amended and restated on February 9, 2026 (as amended and restated, the "Certificate"). THIRD: The Corporation hereby amends the Certificate to reflect a change in the name of the Corporation by replacing ARTICLE I thereof with the following: "The name of the corporation is Flash Sports & Media Holdings, Inc. (the "Corporation")." FOURTH: This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FIFTH: The Certificate of Amendment shall be effective on June 12, 2026. IN WITNESS WHEREOF, urban-gro, Inc. has caused this Certificate of Amendment to be signed by its president and chief executive officer this 12" day of June, 2026, URBAN-GRO, INC. By: /s/ Bradley Nattrass Name: Bradley Nattrass Title: Chairperson of the Board of Directors and Chief Executive Officer State of Delaware Secretary of State Division of Corporations Delivered 08:14 AM 06/12/2026 FILED 08:14 AM 06/12/2026 SR 20263379525 - FileNumber 4005602

EX-99.1 — PRESS RELEASE DATED JUNE 12, 2026

EX-99.1

Filename: ea029476901ex99-1.htm · Sequence: 3

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.

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