{"url_path":"/sec/ugro/8-k/2026-06-24/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**","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":292,"has_tables":true,"body_markdown":"**Item\n2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**\n\n \n\nThe information\nset forth under Item 1.01 is incorporated herein by reference. The Note issued pursuant to the Securities Purchase Agreement has an original\nprincipal amount of $880,000 and was issued for a purchase price of $800,000. The Note is convertible into shares of the Company’s\ncommon stock, subject to the terms and limitations set forth therein, including the exchange cap described above unless and until stockholder\napproval is obtained.\n\n \n\nThe Note\nbears interest at 10% per annum, with the first twelve months of interest, equal to $88,000, guaranteed and earned in full as of the issue\ndate. The Note matures twelve months from the issue date and is unsecured. The Note is convertible at the holder’s option at an\ninitial conversion price of $5.00 per share, subject to adjustment as provided therein, including upon an event of default or failure\nto make an amortization payment when due, and subject to a 4.99% beneficial ownership limitation and the exchange cap described above\nunless and until stockholder approval is obtained.\n\n \n\nBeginning\n180 days after the closing date, the Company is required to make monthly amortization payments under the Note, with the remaining balance\ndue at maturity. Prior to an event of default, the Company may prepay the Note on five trading days’ prior notice, subject to the\nholder’s right to convert during the notice period and to the applicable prepayment premium. Upon an event of default, the Note\nbecomes immediately due and payable at a default amount equal to 150% of the then-outstanding principal amount plus accrued interest and\ndefault interest, and the holder may exercise its other rights and remedies under the Note."}