{"url_path":"/sec/ugro/8-k/2026-07-16/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-078757-index.html","accession_number":"0001213900-26-078757","cik":"0001706524","ticker":"UGRO","issuer_name":"Flash Sports & Media Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1706524/0001213900-26-078757-index.html","primary_entity_key":"0001706524","primary_entity_name":"Flash Sports & Media Holdings, Inc."},"word_count":1821,"has_tables":true,"body_markdown":"**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n** **\n\n**Director\nResignations**\n\n \n\nEffective\nas of July 12, 2026, Bradley Nattrass, advised the Flash Sports & Media Holdings, Inc. (the “Company”) that he was\nresigning from his position as a member of the board of directors (the “Board”) effective immediately. At the time of\nhis resignation, Mr. Nattrass served as the Chairman. Mr. Nattrass did not advise the Company of any dispute or disagreement with\nthe Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies, or\npractices and Mr. Nattrass will continue to serve as the Company’s Chief Executive Officer.\n\n \n\nEffective\nas of July 12, 2026, David Hsu advised the Company that he was resigning from his position as a member of the Board effective immediately.\nAt the time of his resignation, Mr. Hsu served as the Chair of the Audit Committee and as a member of the Compensation Committee. Ms.\nHsu did not advise the Company of any dispute or disagreement with the Company, the Company’s management or the Board on any matter\nrelating to the Company’s operations, policies, or practices.\n\n \n\nEffective\nas of July 12, 2026, James Lowe advised the Company that he was resigning from his position as a member of the Board effective immediately.\nAt the time of his resignation, Mr. Lowe served as the Chair of the Nominating and Corporate Governance Committee. Mr. Lowe did not advise\nthe Company of any dispute or disagreement with the Company, the Company’s management or the Board on any matter relating to the\nCompany’s operations, policies, or practices.\n\n \n\n**Appointment of\nDirectors**\n\n* *\n\nEffective\nJuly 14, 2026, the remaining members of the Board acted by unanimous written consent in lieu of a meeting of the Board under Section 141(f)\nof the DGCL to elect Gary Herman, Rahul Johri and Surendra Ajjarapu to the Board.\n\n \n\n*Gary\nHerman*\n\n \n\nThe\nBoard has appointed Mr. Herman to serve as Chair of the Audit Committee. The Board also determined that Mr. Herman satisfies the applicable\nindependence, financial literacy and other requirements for service on the Audit Committee under Nasdaq listing standards and Rule 10A-3\nunder the Securities Exchange Act of 1934, as amended.\n\n \n\nMr.\nHerman is a seasoned investor with extensive investment and business experience. Since October 2024, he has served as Chief Executive\nOfficer and Interim Chief Financial Officer of Advent Technologies Holdings, Inc. Since 2021 he has been the Chief Operating Officer of\nGalloway Capital Partners. From 2005 to 2020, Mr. Herman was affiliated with Arcadia Securities, LLC, a New York-based broker-dealer,\nand co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliated entities. From January 2011 to August 2013, he co-managed\nAbacoa Capital Master Fund, Ltd., a global macro-focused investment fund. Earlier in his career, Mr. Herman served as an investment banker\nwith Burnham Securities, Inc. from 1997 to 2002. From 1993 to 1997, he was a Managing Partner of Kingshill Group, Inc., a merchant banking\nand financial firm with offices in New York and Tokyo. Mr. Herman holds a B.S. in Political Science from the University at Albany, Rockefeller\nCollege of Public Affairs & Policy, with minors in Business and Music. Mr. Herman has significant experience serving on the boards\nof both public and private companies. He also serves on the boards of Advent Technologies Holdings, Inc. (OTCQB: ADNH), SusGlobal Energy\nCorp. (OTCQB: SNRG) and Wellgistics Health, Inc. (WGRX).\n\n \n\n1\n\n \n\nThe\nBoard has not yet determined the compensation to be paid to Mr. Herman for his service as a director, and the Company has not entered\ninto any offer letter, director compensation agreement or other compensatory arrangement with Mr. Herman in connection with his appointment.\nThe Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and\nwhen determined.\n\n \n\nThere\nare no transactions, relationships or arrangements between Mr. Herman and the Company that would require disclosure under Item 404(a)\nof Regulation S-K. Further, there are no family relationships among any of the Company’s directors, executive officers and Mr. Herman.\n\n \n\n*Rahul\nJohri*\n\n \n\nOn\nJuly 14, 2026, the Board appointed Rahul Johri to serve as a member of the Board, effective immediately. Mr. Johri will serve until the\nCompany’s next annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier\ndeath, resignation or removal.\n\n \n\nMr.\nJohri has approximately 35 years of experience in the media, entertainment and sports industries. Mr. Johri currently serves as the founder\nand principal of Citadel Advisory, an advisory firm focused primarily on media and sports business matters with operations in India and\nthe United Arab Emirates. He also serves as a Senior Advisor to Boston Consulting Group, a Global Advisory Board Member of BraveCF Bahrain,\nand an advisor to Dubai Sports City. Mr. Johri previously served as President—Business of Zee Entertainment Enterprises Ltd. until\nMarch 2024, where he focused on revenue maximization across Zee’s television channels and digital platform, Zee5, and was involved\nin Zee’s re-entry into the United Arab Emirates through the launch of the ILT20 cricket league. From 2016 to 2020, Mr. Johri served\nas the first Chief Executive Officer of the Board of Control for Cricket in India, where he oversaw international and domestic cricket\noperations, the Indian Premier League and the National Cricket Academy. During his tenure, Mr. Johri was involved in the sale of BCCI\nmedia rights and the introduction of e-auction processes for cricket media rights. He also served as a member of the International Cricket\nCouncil’s Chief Executives’ Committee and participated in a working group relating to the future strategy of world cricket.\nPrior to joining BCCI, Mr. Johri served from 2001 to 2016 with Discovery Networks South and Southeast Asia, where he held senior leadership\nroles and was involved in the launch of multiple channels and the localization of international programming into Indian regional languages.\nMr. Johri holds an MBA and a B.Sc. degree.\n\n \n\nThe\nBoard believes Mr. Johri’s extensive experience in media, sports, broadcasting, content commercialization, business development\nand international operations will provide the Board with valuable perspective as the Company executes its sports and media strategy.\n\n \n\nMr.\nJohri’s appointment was made in connection with the Company’s ongoing evaluation of Project Topaz and the non-binding term\nsheet entered into by the Company, Mr. Johri and Super Entertainment Network Private Limited, of which Mr. Johri serves as Managing Director\nand Chief Executive Officer. The term sheet contemplates, subject to the negotiation and execution of definitive agreements and receipt\nof applicable approvals, a potential investment by the Company in Super Entertainment Network Private Limited in connection with its proposed\nchannel business transaction. Except for confidentiality and exclusivity obligations, the term sheet is non-binding, and there can be\nno assurance that the parties will enter into definitive agreements, that any transaction contemplated by the term sheet will be consummated,\nor that any securities of the Company will be issued in connection therewith.\n\n \n\n2\n\n \n\nPursuant\nto the term sheet, upon the closing of the Company’s proposed investment in Super Entertainment Network Private Limited, the Company\nwould subscribe for equity in Super Entertainment Network Private Limited, and Mr. Johri and/or his nominee entities would hold an equity\ninterest in Super Entertainment Network Private Limited, subject to the terms and conditions of the definitive agreements. The term sheet\nalso contemplates a potential future exchange right with respect to such subsidiary equity interest, which would be subject to, among\nother things, achievement of applicable performance milestones, approval by the Company, approval by the Board, applicable valuation and\nexchange mechanics, compliance with U.S. federal securities laws, SEC rules and regulations, Nasdaq rules and listing standards, the corporate\nlaw of the Company’s jurisdiction of incorporation, and receipt of any required stockholder, regulatory or other approvals. The\nterm sheet does not obligate the Company to issue, register or list any securities of the Company or to consummate any exchange.\n\n \n\nThe\nBoard has not yet determined the compensation to be paid to Mr. Johri for his service as a director, and the Company has not entered into\nany offer letter, director compensation agreement or other compensatory arrangement with Mr. Johri in connection with his appointment.\nThe Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and\nwhen determined.\n\n \n\nMr.\nJohri has not been appointed to any committee of the Board at this time.\n\n \n\nThere\nare no family relationships between Mr. Johri and any director or executive officer of the Company. Except as described herein, there\nare no arrangements or understandings between Mr. Johri and any other person pursuant to which Mr. Johri was appointed as a director of\nthe Company. Other than the matters described herein, there are no transactions involving Mr. Johri that would be required to be disclosed\npursuant to Item 404(a) of Regulation S-K.\n\n \n\n*Surendra\nAjjarapu*\n\n \n\nMr.\nAjjarapu is the founder, Chief Executive Officer, and Chairman of Carbonium Core, Inc., a domestic nuclear-grade graphite manufacturer,\nand the founder and Executive Chairman of Wellgistics Health, Inc. (Nasdaq: WGRX), a healthcare technology and pharmaceutical distribution\ncompany. As an entrepreneur and corporate strategist with more than 25 years of leadership experience across the healthcare, biotechnology,\nrenewable energy, and information technology sectors, Mr. Ajjarapu has a track record of capital formation, M&A execution, and building\npublic companies. He holds an M.B.A. in International Finance from the University of South Florida, an M.S. in Environmental Science from\nSouth Dakota State University, and a B.Tech. in Civil Engineering from Jawaharlal Nehru Technological University, and completed the Private\nEquity and Venture Capital Program at Harvard Business School Executive Education. The Board believes Mr. Ajjarapu is qualified to serve\nas a director based on his experience founding and leading public companies, his capital-markets and M&A expertise, and his operational\nleadership across multiple industries.\n\n \n\nMr.\nAjjarapu will serve as Chairman of the Board and has not been appointed to any committee of the Board at this time.\n\n \n\n3\n\n \n\nThere\nare no family relationships between Mr. Ajjarapu and any director or executive officer of the Company. Except as described herein, there\nare no arrangements or understandings between Mr. Ajjarapu and any other person pursuant to which Mr. Ajjarapu was appointed as a director\nof the Company, and there are no transactions involving Mr. Ajjarapu that would be required to be disclosed pursuant to Item 404(a) of\nRegulation S-K.\n\n \n\nThe\nBoard has not yet determined the compensation to be paid to Mr. Ajjarapu for his service as a director, and the Company has not entered\ninto any offer letter, director compensation agreement or other compensatory arrangement with Mr. Ajjarapu in connection with his appointment.\nThe Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and\nwhen determined.\n\n \n\nEffective\nas of July 14, 2026, Sonia Lo shall serve as the Chair of the Nominating and Corporate Governance Committee, replacing Mr. Lowe."}