Form 8-K - Groowe Newsroom

8-K — urban-gro, Inc.

Accession: 0001213900-26-040165

Filed: 2026-04-06

Period: 2026-04-06

CIK: 0001706524

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0285162-8k_urbangro.htm (Primary)

EX-99.1 — INVESTOR PRESENTATION DATED APRIL 6, 2026 (ea028516201ex99-1.htm)

EX-99.2 — PRESS RELEASE DATED APRIL 6, 2026 (ea028516201ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001706524

2026-04-06

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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):

April 6, 2026

URBAN-GRO, 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

Not Applicable

(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

7.01 Regulation FD Disclosure.

On April

6, 2026, urban-gro, Inc. (the “Company”) made available an investor presentation (the “Investor Presentation”)

that the Company may use from time to time in meetings with investors, prospective investors, and other interested parties, including

in connection with potential capital-raising activities. A copy of the Investor Presentation is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

Also on

April 6, 2026, the Company issued a press release announcing the availability of the Investor Presentation and providing related business

updates. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information

contained in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. References to the Company’s

website or to any third-party websites are provided for convenience only and are not incorporated by reference into, and do not constitute

a part of, this Current Report on Form 8-K.

No Offer

or Solicitation

This Current

Report on Form 8-K and the exhibits hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities of

the Company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking

Statements

This Current

Report on Form 8-K (including the exhibits hereto) contains “forward-looking statements” within the meaning of Section 27A

of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, among other things, statements regarding

the Company’s strategy, plans, objectives, prospects, and potential capital-raising activities. Words such as “may,”

“will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“project,” “intend,” “target,” “goal,” and similar expressions are intended to identify

forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and

uncertainties include those described in the Company’s filings with the Securities and Exchange Commission, including its most recent

Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation

to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.

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

99.1

Investor Presentation dated April 6, 2026

99.2

Press Release dated April 6, 2026

104*

Cover Page Interactive Data File (formatted as Inline XBRL)

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: April 6, 2026

URBAN-GRO, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chairman and Chief Executive Officer

EX-99.1 — INVESTOR PRESENTATION DATED APRIL 6, 2026

EX-99.1

Filename: ea028516201ex99-1.htm · Sequence: 2

Exhibit 99.1

NASDAQ: UGRO urban - gro, Inc operating as Flash Sports G Medi a, Inc. Strategic Focus: LPL Broadcast Rights & Expansion into Malaysia, Singapore, and Zimbabwe urban - gro, Inc.

1.1 LEGAL DISCLOSURES Forward - Looking Statements G Risk Factors Important Legal Information: This presentation contains forward - looking statements under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks that may cause actual results to differ materially from projections. Investors are cautioned not to place undue reliance on forward - looking statements or projections presented herein, which are based on current expectations and subject to significant risks and uncertainties. 1 Market Risks Cricket broadcast rights valuations may fluctuate; competition from Disney Star, Viacom18, Sony; changes in consumer viewing habits. 2 Operational Risks Ability to successfully integrate IPG operations; execution of expansion plans in Malaysia, Singapore, and Zimbabwe; securing franchise agreements. 3 Financial Risks Revenue recognition timing; dependence on media rights renewals; ticket sales volatility; merchandise demand uncertainty. 4 Regulatory Risks Compliance with Nasdaq listing standards (regained March 2026); SEC reporting requirements; international broadcasting regulations. 5 Competitive Risks Willow TV and Sling TV market position ; emerging OTT platforms ; alternative cricket leagues (IPL, PSL, BBL) . Recent Corporate Events See SEC filings (Forms 8 - K, 10 - K, 10 - Q) for complete risk factors and financial information.

2.1 MARKET ANALYSIS The Opportunity: A $10 - 12 Billion Global T20 Cricket Market (1) $10 - 12B Global Cricket Market Valuation Table 1: Global T20 League Comparison Franchise Value Annual Revenue Media Rights League $1.6B+ $1.95B $6.2B (2023 - 27) IPL $25 - 35M Undisclosed ~$100M SA20 Growing $120 - 135M PKR 2,600 Cr PSL Acquisition Target Sub - $15M Undervalued Entry LPL Source: Media Partners Asia, ESPNcricinfo, Intel Market Research The Problem We're Solving Willow TV ~$4.9M annual revenue, 30 employees. Struggling to scale without IP ownership. Sling TV ~$2.1M cricket - specific revenue. Generalist OTT losing ground to specialized platforms. 1 2 3 Our Solution Acquire LPL commercial rights for exclusive content ownership Expand to Malaysia, Singapore, Zimbabwe for geographic diversification Build owned broadcast channel to capture 100% of media value chain Market Gap No vertically integrated cricket media company owns both content IP and distribution (1) Market data is based on third - party sources and industry estimates and is provided solely for general industry context. Such information is not indicative of the Company’s current or future performance.

3.1 CORPORATE STRUCTURE Company Overview: Flash Sports G Media, Inc. Organizational Hierarchy urban - gro, Inc. NASDAQ: UGRO Flash Sports & Media, Inc. IPG FZ, LLC Strategic Partner • LPL Rights & Production Transaction Highlights Reference Price $3.23/share Merger Date February 17, 2026 Equity Position >$2.5M (Compliant) Flash Ownership ~90% fully - diluted Leadership Team Bradley Nattrass Chief Executive Officer Strategic vision and operational leadership for cricket media expansion Eric Sherb Chief Financial Officer Public company financial management and capital markets expertise Anil Mohan Founder & Chairman, IPG Cricket industry veteran with proven league development track record Anna G. President, Flash Sports Day - to - day operations and strategic partnership execution Strategic Position Public - market structure with institutional governance standards, enhanced capital access, and long - term expansion planning capabilities. Source: SEC Form 8 - K filings, February - March 2026

4.1 STRATEGIC ASSET The LPL Acquisition: Lanka Premier League Asset Overview Property: LPL — Sri Lanka's premier T20 franchise tournament Rights Held: Commercial and media rights (via agreements with IPG, subject to terms, conditions and limitations). IP Owner: Sri Lanka Cricket (SLC) — long - term agreement Current Broadcast: Sony Sports Network (2024 - 2027) Strategic Value Entry Price Global Ranking Sub - $15M Annual #9 (Growth Room) Expansion 6th Team (2025) Source: ESPNcricinfo, Sri Lanka Cricket announcements League Fundamentals 5→6 Teams (2025) 23 Matches 15 Days Nov - Dec Window Star Power G Appeal Lasith Malinga Sri Lankan Legend Angelo Mathews Former Captain Plus international players from India, Pakistan, Australia, and West Indies Investment Thesis: LPL represents an opportunity for participation into the rapidly growing T20 franchise ecosystem, with possible upside potential through team expansion and improved broadcast arrangements.

5.1 REVENUE ARCHITECTURE Revenue Model: Multi - Stream Architecture Table 2: Revenue Streams G Margin Profile Margin Description Revenue Stream 60 - 70% Broadcast licensing (linear TV & OTT) Media Rights 40 - 50% Stadium gate (80% team / 20% league) Ticket Sales 30 - 40% Team jerseys, fan gear, collectibles Merchandise 50 - 60% Title sponsors, jersey deals, branding Sponsorships 70 - 80% Digital advertising, broadcast commercials Ad Revenue Recurring Team acquisition & annual payments Franchise Fees Vertical Integration Advantage Traditional Model: Distributors capture 15 - 20% fees while content owners retain limited value. Our Model: Owning both IP AND broadcast channel captures 100% of media value . 100% Capture Financial Projections (LPL Standalone) Year 1 $8 - 12M Year 3 $25 - 35M Year 5 $50 - 75M Key Growth Drivers • Team expansion (5 → 6 franchises) • Extended tournament format • Direct - to - consumer streaming • Premium sponsorship packages • International market expansion Source: IPL business model analysis, cricket industry reports

6.1 DISTRIBUTION STRATEGY The Broadcast Strategy: From Licensing to Ownership Current State: Third - Party Dependency Sony Sports Network Current LPL rights holder (India, Sri Lanka, Bangladesh) through 2027 Sky Sports UK rights (non - exclusive arrangement) LiveNow 111 countries through 2024 Problem: Revenue leakage to intermediaries; limited control over fan experience and pricing power. Three - Phase Evolution 1 Phase 1: Rights Consolidation (2026 - 27) • Negotiate direct - to - consumer streaming rights • Launch "Flash Cricket" OTT app (NA/EU diaspora) • Illustrative Example: 500K subscribers @ $9.99/mo = $60M ARR (1) 2 Phase 2: Linear Channel (2027 - 28) • Launch 24/7 cricket channel (SEA & Africa) • Bundle LPL + Malaysia + Singapore + Zimbabwe • Cable/satellite carriage deals 3 Phase 3: Global Platform (2028+) • Challenge Willow TV (North America) • Compete with Hotstar/JioCinema (diaspora) • Full vertical integration: Content → Distribution → Ads Value Chain Capture Content → Distribution → Advertising Source: Industry analysis, SEC filings (1) For illustrative purposes only. Subject to market adoption, pricing and execution assumptions.

7.1 GEOGRAPHIC EXPANSION Expansion Strategy: Malaysia, Singapore, Zimbabwe Malaysia Launch: June 7 - 27, 2026 Inaugural edition, 5 franchises Partners: MCA + IPG Group Market: 32M+ population Opportunity: Strong South Asian diaspora Recently hosted ICC U19 Women's World Cup 2025 Singapore Launch: 2027 Target Upgrade to professional franchise model Current: SCA Development League Market: Affluent fanbase Opportunity: Corporate sponsorships Strategic Southeast Asia hub with world - class infrastructure Zimbabwe Launch: 2027 Target First professional franchise tournament Current: Limited commercial structure Market: Low cost base Opportunity: Growing participation Valuable regional African broadcast rights Unified Sponsorships Player Draft System Shared Talent Pool Operational Synergies Across All Leagues Centralized Production Ecosystem Vision: Four interconnected leagues creating a year - round cricket calendar with centralized operations, shared resources, and maximized commercial value. Source: Malaysian Cricket Association, Singapore Cricket Association, Zimbabwe Cricket (1) Expansion plans are subject to regulatory approvals, partnership agreements, and operational execution, and there can be no assurance that such initiatives will be completed as currently contemplated.

8.1 COMPETITIVE ANALYSIS Competitive Advantage: Why Willow TV G Sling Are Vulnerable (1) $4.9M Revenue 30 Employees ~$2.1M Cricket Revenue (est.) Competitor Analysis Willow TV Primarily operates as a distribution - focused platform with limited proprietary content ownership, based on publicly available information. Sling TV Cricket Generalist OTT — not cricket - native, minimal sport - specific investment The Endgame $100M+ Revenue cricket media company while legacy distributors face margin compression Flash Sports & Media entiation Matrix Willow TV / Sling Table 3: Competitive Differ Factor Own LPL + expansion leagues License from others Content Ownership Greater portion of media value chain 15 - 20% distribution fee Revenue Capture Direct relationship Limited access Fan Data Premium for exclusive content Commoditized Pricing Power Organic league development Expensive rights bidding Expansion Strategic Moats IP Ownership Vertical Integration Geographic Scale Source: Growjo, Owler, industry estimates (1) Information relating to third parties is based on publicly available sources and estimates that have not been independently verified.

9.1 MARKET DYNAMICS Market Timing: Why Now? 1 IPL Rights Plateau IPL media rights expected at $5.4B (2028 - 32), down 13% per - match value. JioHotstar facing $1.8 - 2B cumulative losses, making alternative cricket content more valuable. - $13% Per - match value $1.8 - 2B JioHotstar losses 2 T20 Franchise Boom Global T20 franchise valuations exceed $1.6 billion. Rajasthan Royals valued at $1.6B; RCB at $1.8B. Early entry opportunity before emerging market valuations spike. $1.6B+ RR valuation $1.8B RCB valuation 3 Southeast Asia Growth Malaysia hosting first professional T20 league in 2026. Singapore upgrading facilities and talent programs. First - mover advantage in greenfield markets. 2026 Malaysia inaugural edition 4 NASDAQ Compliance Regained full compliance March 9, 2026. Institutional capital markets access restored. Public currency available for acquisitions and expansion. Mar 9, 2026 Full Nasdaq compliance 5 Willow TV Stagnation Minimal revenue growth with no IP strategy creates opportunity to disrupt complacent incumbent. Legacy distributors face margin compression while we build vertically integrated ecosystem. ~$5M Willow TV Revenue Source: Media Partners Asia, SEC filings, cricket industry reports

10.1 FINANCIAL OUTLOOK Financial Projections: Path to $100M Revenue Table 4: Five - Year Revenue Projections ($ Millions) Total Broadcast Zimbabwe Singapore Malaysia LPL Year $17 $2 — — $3 $12 2026 $37 $8 $1 $2 $8 $18 2027 $70 $20 $4 $6 $15 $25 2028 $107 $35 $8 $12 $22 $30 2029 $143 $50 $12 $18 $28 $35 2030 Key Assumptions • LPL: 6 teams by 2027 • Malaysia: 6 teams by 2028 • Singapore: 2027 launch • Zimbabwe: 2027 launch • Flash Cricket: 2M subs by 2030 EBITDA Margins Years 1 - 2 10 - 15% Years 3 - 4 25 - 30% Year 5+ 35 - 40% Investment → Operating Leverage → Maturity Capital Requirements Initial $15 - 20M Growth $30 - 40M Projections are illustrative only, are based on assumptions determined by management and are subject to significant risks and uncertainties. Actual results may differ materially.

11.1 ECOSYSTEM & PARTNERSHIPS Strategic Partnerships: IPG Integration G Ecosystem IPG Merger Completed: March 2026 (all - stock) Assets: LPL rights, league management, production Leadership: Anil Mohan (Founder & Chairman) Value Add: 4K production, centralized ops Operational Excellence • Centralized sponsorship revenue • 4K broadcast production standards • Cross - league player draft system • Unified merchandise platform Value Partnerships Role Table 5: Key Strategic Partner Exclusive commercial rights through 2027+ LPL IP Owner Sri Lanka Cricket First professional T20 league in region League Development MCA Established cricket infrastructure Market Entry SCA Untapped African market Expansion Rights Zimbabwe Cricket Transition partner to direct model Current Broadcaster Sony Sports Partnership Value Creation Governing Bodies Legitimacy & regulatory support Broadcasters Distribution & transition pathway IPG Production & operational expertise Source: Business Insider, IPG press releases

12.1 INVESTMENT CASE Investment Thesis: Strategic Rationale and Business Overview 1 Asset - Backed Growth • Real IP assets (LPL rights) with contractual revenue streams • Hard - to - replicate league licenses in emerging markets • Physical infrastructure (stadiums, broadcast facilities) Tangible assets with intrinsic value 2 Public Market Structure • NASDAQ listing provides a public market structure and reporting framework • Institutional governance standards • Currency for future acquisitions NASDAQ: UGRO (Compliant) 3 Experienced Management • IPG team with proven league development track record • Public company CFOs (Eric Sherb, Dick Akright) • Cricket industry relationships and expertise Leadership with execution capability 4 Multiple Expansion Paths • Organic: Grow existing leagues (more teams, matches) • Geographic: Bangladesh, UAE expansion planned • Vertical: Launch owned broadcast channel • M&A: Acquire complementary leagues or tech Four vectors for value creation 5 Current Market Position Current market cap provides potential for growth, subject to execution and market conditions. Comparable cricket media assets trade at 8 - 12x revenue. Targeted path to profitability, subject to execution and market conditions. Risk Mitigation Diversified across 4 leagues and multiple revenue streams Public company disclosure and oversight Experienced board and advisors

NASDAQ: UGRO Join the Cricket Revolution Next Steps Contact Information 1 Due diligence materials available upon request Flash Sports & Media, Inc. 2 Management presentation to qualified investors A Subsidiary of urban - gro, Inc. 3 Site visits to LPL and Malaysia operations NASDAQ: UGRO 4 Board meeting for strategic partnership discussions CEO: Bradley Nattrass CFO: Eric Sherb flashsm.com Legal Disclaimer:

EX-99.2 — PRESS RELEASE DATED APRIL 6, 2026

EX-99.2

Filename: ea028516201ex99-2.htm · Sequence: 3

Exhibit 99.2

urban-gro, Inc. Outlines

Strategy Targeting Global T20 Cricket Market and Near-Term Execution Milestones

LAFAYETTE, COLORADO / GlobeNewswire / April 6th

, 2026 / urban-gro, Inc. (Nasdaq: UGRO) (“urban-gro” or the “Company”), today furnished an investor presentation via

a Current Report on Form 8-K, outlining elements of its strategic focus on opportunities within the global T20 cricket ecosystem, a market

characterized by significant media rights activity, franchise development, and growing global audience engagement.

Following the recent strategic integration of

urban-gro with Flash Sports & Media, Inc. (Flash) and Innovative Production Group, Inc. (IPG), the Company has established a vertically

integrated platform designed to originate, control, and monetize premium sports and entertainment IP at scale.

Defined Catalyst Stack with Near-Term Execution Timeline:

Catalyst 1 – Market Entry (Immediate): Targeted May 15, 2026

player draft and auction (LPL Season 6), establishing Flash’s entry point into one of the fastest-growing segments in global sports.

Catalyst 2 – Platform Activation (Near-Term): Monetization through

sponsorships, media rights packaging, and branded content tied to live event infrastructure.

Catalyst 3 – Revenue Scaling (Mid-Term): Expansion into league

participation, franchise economics, and multi-event programming to drive recurring revenue streams.

Catalyst 4 – Global Replication (Longer-Term): Deployment of

a repeatable, asset-light platform across additional geographies and sports verticals.

There can be no assurance that these catalysts will be realized or

that they will result in any particular business or financial outcome.

Valuation Benchmark Context:

According to publicly available reports from Reuters,

the global T20 cricket ecosystem has experienced significant media rights transactions and franchise valuation activity. For example,

Reuters has reported that the Indian Premier League’s (IPL) 2023–2027 media rights were awarded for approximately $6.2 billion,

and that the league’s brand value has been estimated at approximately $12 billion in 2024. Reuters has also reported that Royal

Challengers Bengaluru was sold at a valuation of approximately $1.78 billion.

These third-party data points are provided solely for general industry

context. Such information is not indicative of the Company’s current or future performance, and investors should not place undue

reliance on such comparisons. As the Company executes against its defined roadmap, management believes increasing visibility into revenue

generation, monetization milestones, and platform scalability may provide additional transparency regarding the Company’s strategic

initiatives over time.

“We are focused on executing against a defined roadmap with near-term

milestones that we believe will increase visibility into our platform, support revenue development, and support the Company’s long-term

strategic objectives,” said Bradley Nattrass, Chief Executive Officer of urban-gro, Inc.

The investor presentation was furnished under Items 7.01 and 8.01 of

Form 8-K in compliance with Regulation FD and is available via the Company’s investor relations channels. The information contained

in this press release is intended to be consistent with, and should be read in conjunction with, the investor presentation furnished by

the Company on Form 8-K.

About urban-gro, Inc.

Following its recent combination with Flash and

IPG, the Company has evolved into 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 platform operates across multiple sports and entertainment

verticals, leveraging proprietary intellectual property, strategic partnerships, and high-impact experiential activations to engage global

audiences and deliver measurable value for brands, sponsors, and media partners. Flash integrates content creation, event execution, and

media distribution into a unified, scalable model designed to capitalize on the growing global demand for premium sports and entertainment

experiences.

For more information, visit https://flashsportsandmedia.com

https://www.theipggroup.com

Investor Contact:

Investors@urbangro.com

Investors@flashsm.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 expectations, beliefs, or intentions regarding the potential benefits of

its recent business combination with Flash Sports & Media, Inc., the development and commercialization of sports and media platforms,

participation in the global T20 cricket ecosystem, anticipated market opportunities, expansion into new geographic markets, and potential

future revenues, partnerships, or infrastructure-related opportunities. Forward-looking statements may be identified by words such as

“anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will,”

“could,” “seek,” “estimate,” “potential,” or similar expressions. Investors are cautioned

not to place undue reliance on any forward-looking statements, including statements regarding market opportunities or potential monetization.

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:

the Company’s ability to successfully integrate Flash Sports & Media and realize anticipated synergies; the Company’s

ability to develop, monetize, and scale its sports, media, and experiential business lines; the timing and success of expansion into new

markets; the Company’s ability to establish or maintain strategic relationships, partnerships, or commercial arrangements; the extent

to which industry developments referenced in this press release translate into opportunities for the Company; the Company’s ability

to generate revenues from its current or anticipated operations; general economic, market, and industry conditions; competitive dynamics

within the sports and media sectors; regulatory and legal considerations; and the Company’s ability to maintain compliance with

applicable listing standards of The Nasdaq Stock Market LLC.

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 and subsequent Quarterly Reports on Form 10-Q, as well as other filings made with the Securities and Exchange Commission,

which are 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, whether as a result of new information,

future events, or otherwise, except as required by law. This press release does not constitute an offer to sell or the solicitation of

an offer to buy any securities.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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dei_DocumentType

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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No definition available.

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Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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