Flash Sports & Media Holdings, Inc. 8-K

What Happened

• On June 17, 2026, Flash Sports & Media Holdings, Inc. announced it entered a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC to issue a convertible promissory note with a principal amount of $880,000 in exchange for a purchase price of $800,000.
• The company also agreed to issue FirstFire 10,000 common shares as commitment shares and to withhold $7,500 of the purchase price for FirstFire’s legal fees. The agreement includes customary representations, warranties, covenants, a most‑favored‑nation clause (with exceptions), and covenants on public information, transfer agent matters and resale opinions.

Key Details

• Date of agreement: June 17, 2026.
• Note principal: $880,000; purchase price paid: $800,000.
• Commitment shares: 10,000 shares of common stock issued to FirstFire.
• $7,500 of the purchase price is withheld for FirstFire’s legal fees.
• Prior to obtaining stockholder approval under Nasdaq Rule 5635(d), FirstFire may not be issued more than 10,686,477 shares under the transaction documents.
• Securities sold in a private placement exempt from registration (Section 4(a)(2) and/or Rule 506(b)); FirstFire represented it is an accredited investor.

Why It Matters

• The transaction provides Flash Sports & Media with near‑term financing to support business development and working capital.
• The convertible note and commitment shares add potential dilution to existing shareholders; the company must seek Nasdaq shareholder approval if issuances would exceed exchange caps, and issuance limits apply until such approval is obtained.
• Investors should note this is a private financing (not a registered offering) and contains terms (conversion features and an MFN clause) that could affect future equity structure if/when conversion or additional financings occur.