Form 8-K

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

Accession: 0001213900-26-094039

Filed: 2026-08-26

Period: 2026-08-26

CIK: 0001706524

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0303535-8k_flash.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 26, 2026 (ea030353501ex99-1.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): August

26, 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.)

1140 Avenue of the Americas, Suite 920

New

York, New York 10036

(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

FLZH

N/A

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 August 26, 2026, Flash

Sports & Media Holdings, Inc. (the “Company”) issued a press release which provides shareholders with a corporate update

on the Company’s Nasdaq appeal, Company balance sheet improvements and potential strategic transactions.

A copy of the press release

is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained

in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities

Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such

filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated August 26, 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: August 26, 2026

FLASH SPORTS & MEDIA HOLDINGS, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 26, 2026

EX-99.1

Filename: ea030353501ex99-1.htm · Sequence: 2

Exhibit 99.1

Flash Sports & Media Holdings, Inc. Provides

Corporate Update on

Nasdaq Appeal, Balance Sheet Improvements and Strategic Transactions

Company appeals Nasdaq determination to Hearings

Panel, reduces approximately $2 million of debt and maintains engagement with acquisition targets

New York, New York (August 26, 2026 –

GlobeNewswire) - Flash Sports & Media Holdings, Inc. (OTC: FLZH) (“Flash” or the “Company”) today provided

a corporate update regarding the recent suspension of trading of its common stock from The Nasdaq Stock Market, the Company’s appeal

of Nasdaq’s determination, recent balance sheet improvements, and the status of its pending strategic transactions.

The Company’s common stock is currently

quoted on the OTC market following Nasdaq’s suspension. The suspension resulted from an administrative sequencing error relating

to the timing of Nasdaq’s required initial listing process in connection with the Company’s previously completed change-of-control

transaction and subsequent shareholder actions, which ultimately resulted in a Nasdaq Rules violation. The Company has timely appealed

Nasdaq’s determination to a Nasdaq Hearings Panel and is actively pursuing a path to restore its Nasdaq listing. The appeal does

not stay the current suspension.

Nasdaq Appeal and Remediation

Management, the Board of Directors, and newly

retained securities counsel and Nasdaq advisory group are working through the required remediation process. Today, the Company submitted

its appeal to a Nasdaq Hearings Panel, and once a hearing is granted, intends to present its plan to the Nasdaq Hearings Panel and to

take the actions necessary to address the matters identified by Nasdaq as efficiently as possible. There can be no assurance regarding

the timing or outcome of the appeal or the Company’s ability to regain its Nasdaq listing.

Approximately $2 Million of Debt Reduction

During the last two trading days, the Company’s debt holders

reduced outstanding debt by approximately $2.0 million. Management believes this reduction is a meaningful step in continuing to simplify

the Company’s capital structure and improve its balance sheet while the Nasdaq process is underway.

Strategic Transactions Remain Active

The Company has remained in active communication

with its acquisition targets and other strategic counterparties regarding the Nasdaq matter. Each of the Company’s current acquisition

targets has indicated that it is prepared to provide the Company additional time to work through the Nasdaq process. While transaction

timelines may be affected, the Company continues to engage with these parties and remains focused on advancing its previously announced

corporate development strategy.

“While

the Nasdaq suspension is frustrating, it does not change the underlying business or our determination to resolve this matter as quickly

as possible,” said Bradley Nattrass, Chief Executive Officer of Flash Sports & Media Holdings, Inc. “We believe this situation

resulted from an administrative sequencing error in the listing process, which results in a Nasdaq Rules violation, and we have appealed

Nasdaq’s determination to the Hearings Panel. At the same time, we have used the liquidity in the market to reduce approximately

$2 million of debt and strengthen our balance sheet. Our acquisition counterparties remain engaged and have agreed to give us time to

work through this process. We remain focused on protecting shareholder value, executing our business plan and pursuing a return to Nasdaq.”

Looking Ahead

The Company intends to keep shareholders informed

of material developments relating to the Nasdaq appeal, its capital structure and its strategic transactions as appropriate. Flash continues

to focus on its sports and media operations, including cricket-related media, league-management, sponsorship and commercial opportunities,

while management works to resolve the listing matter.

About Flash Sports & Media Holdings, Inc.

Flash Sports & Media Holdings, Inc. is a sports

and media company focused on the development and commercialization of cricket media, league-management, sponsorship and related sports-entertainment

opportunities, particularly in the high growth North American market. Through its relationships and operating platforms, the Company is

focused on professional cricket properties, media and broadcast opportunities, sponsorships, league operations and related commercial

initiatives.

Investor Relations Contact

Investors@flashsm.com

Company Websites

https://flashsportsandmedia.com

https://flashsm.com

Forward-Looking Statements

This press release contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking

statements include, without limitation, statements regarding the Company’s Nasdaq appeal and Hearings Panel process; the Company’s

remediation efforts and ability to regain a Nasdaq listing; the timing and outcome of any Nasdaq review; the Company’s capital structure

and debt-reduction efforts; the status, timing and completion of potential acquisitions and other strategic transactions; 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, Nasdaq and OTC trading matters, market conditions,

financing needs, liquidity, transaction execution risk, third-party approvals, regulatory matters, the Company’s ability to satisfy

applicable listing requirements, and the risks described in the Company’s filings with the Securities and Exchange Commission. 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 & Media Holdings, Inc.

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