urban-gro, Inc. 8-K

What Happened
urban-gro, Inc. (UGRO) filed an 8‑K on February 18, 2026 reporting it entered into an Agreement and Plan of Merger dated February 17, 2026 to acquire Flash Sports & Media, Inc. (Flash) by merging a wholly‑owned subsidiary (UGRO Merger Sub, Inc.) into Flash, with Flash surviving as a wholly‑owned subsidiary of UGRO. At the closing, Flash stockholders will receive (i) shares of UGRO common stock equal to 19.99% of UGRO’s outstanding shares (as calculated with reference to prior share activity) and (ii) non‑voting convertible preferred shares that convert into additional UGRO common stock so that the total common shares issuable to Flash stockholders on a fully converted basis equals the agreed Flash valuation divided by $3.23 (UGRO’s closing price on February 17, 2026). UGRO also filed a Certificate of Designation for the Series B Convertible Preferred Stock and furnished a press release dated February 17, 2026.

Key Details

• Merger Agreement dated February 17, 2026; Flash will become a wholly‑owned subsidiary of UGRO at closing.
• Flash stockholders to receive common stock equal to 19.99% of outstanding UGRO (calculation references a January 23, 2026 share issuance adjusted for a reverse split) plus convertible preferred that convert so total shares = (agreed Flash equity valuation) / $3.23 (Reference Price).
• Certificate of Designation for the Series B Convertible Preferred Stock filed February 17, 2026; press release furnished as Exhibit 99.1.
• UGRO stated it believes it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement (> $2.5M), the annual meeting requirement, and the timely filing requirement and will notify Nasdaq; the company previously received Nasdaq determination letters and hearing extensions with deadlines in late 2025 and February 2026.

Why It Matters
The merger is material because it issues a significant amount of UGRO equity to Flash’s owners (an initial 19.99% stake plus additional shares on conversion), which may affect existing shareholders through dilution depending on the agreed valuation and conversion mechanics. The transaction also appears to have strengthened UGRO’s reported balance sheet: UGRO says the merger and related actions have restored required stockholders’ equity and other Nasdaq listing conditions, which is essential to avoid delisting. Investors should watch for the parties’ disclosure of the agreed Flash valuation, final share counts on closing, any required shareholder votes, and Nasdaq’s formal determination.