urban-gro completes merger with Flash Sports & Media; enters sports/media vertical

urban-gro, Inc.

Flash shareholders receive unregistered common stock (up to 19.99% of UGRO) plus non-voting convertible preferred that converts at $3.23/share reference price.
Merger diversification: urban-gro expands into sports media, live events, and experiential marketing with revenue-generating assets.
Company believes Merger brings stockholders' equity above $2.5M threshold, expecting Nasdaq compliance confirmation for continued listing.
CEO Bradley Nattrass cites 'transformative developments' in high-growth arena; Flash President highlights capital strength and strategic flexibility.

item 1.01 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

urban-gro, Inc. entered into Agreement and Plan of Merger with Flash Sports & Media, Inc. (effective 2026-02-17).

Action: entry
Agreement: merger
Counterparty: Flash Sports & Media, Inc.
Effective: 2026-02-17

Exact text from the filing

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 Flash (the “Merger”), with Flash being a wholly owned subsidiary of the Company and the surviving entity in the Merger.

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urban-gro, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-017587

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