{"url_path":"/sec/ugro/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-071520-index.html","accession_number":"0001213900-26-071520","cik":"0001706524","ticker":"UGRO","issuer_name":"Flash Sports & Media Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-071520-index.html","primary_entity_key":"0001706524","primary_entity_name":"Flash Sports & Media Holdings, Inc."},"word_count":261,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn June\n17, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities\nPurchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which the Company agreed\nto issue and sell to FirstFire a convertible promissory note (the “Note”) in the principal amount of $880,000 for a purchase\nprice of $800,000. The Company also agreed to issue FirstFire 10,000 shares of common stock as commitment shares. The Securities Purchase\nAgreement provides that $7,500 of the purchase price will be withheld for FirstFire’s legal fees.\n\n \n\nThe Securities\nPurchase Agreement contains customary representations, warranties, covenants and closing conditions. The Company agreed to use the proceeds\nfor business development and general working capital, subject to certain restrictions, and agreed to seek stockholder approval under Nasdaq\nRule 5635(d) for the issuance of shares of common stock in excess of the applicable exchange cap. The Securities Purchase Agreement provides\nthat, prior to obtaining such stockholder approval, FirstFire may not be issued more than 10,686,477 shares of common stock under the\ntransaction documents. The Securities Purchase Agreement also includes a most-favored-nation provision, subject to specified exceptions,\nand certain covenants relating to public information, transfer agent matters and resale opinions.\n\n \n\nThe foregoing\ndescription of the Securities Purchase Agreement and the Note does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Securities Purchase Agreement and form of Note, which are filed as Exhibits 10.1 and 10.2, respectively, and incorporated\nherein by reference."}