Regulation FD Disclosure (Form 8-K)

Item 7.01. Regulation FD Disclosure

On June 17, 2026, Flash Sports and Media Holdings, Inc., formerly urban-gro, Inc. (the "Company"), confirmed its updated number of issued and outstanding shares of common stock, par value $0.001 per share ("Common Stock"), following the previously disclosed approval by the Company's stockholders of the issuance of shares of Common Stock upon conversion of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock").

As previously disclosed, at the Company's special meeting of stockholders held on June 12, 2026, the Company's stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock upon conversion of the Series B Preferred Stock in excess of 19.99% of the Company's issued and outstanding Common Stock.

Following such stockholder approval and the conversion of shares of Series B Preferred Stock at a conversion price of $3.23 in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock, as of June 17, 2026, the Company had 53,539,119 shares of Common Stock issued and outstanding.

The Company is filing this Current Report on Form 8-K to publicly report its updated number of issued and outstanding shares of Common Stock following the conversion of the Series B Preferred Stock.