urban-gro to merge with Flash Sports & Media; Flash shareholders to own ~90%

urban-gro, Inc.

Flash to pay $200K deposit; Flash stockholders to receive 19.99% common stock initially, convertible preferred for ~90% ownership post-merger.
Combined company will change name to Flash Sports & Media Holdings; reverse stock split at least 1-for-15 planned.
Board reconstituted: post-merger 4 from current urban-gro board, 1 from Flash; after stockholder approval, 4 from Flash, 1 from urban-gro.
Exclusivity period of 90 days; urban-gro must sell pre-merger assets within 90 days post-closing.
Closing conditioned on Nasdaq listing approval, PCAOB audited financials for Flash, fairness opinion, and definitive agreement.

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