Form 8-K

8-K — Flash Sports & Media Holdings, Inc.

Accession: 0001213900-26-078757

Filed: 2026-07-16

Period: 2026-07-12

CIK: 0001706524

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298318-8k_flashsports.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JULY 16, 2026 (ea029831801ex99-1.htm)

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0001706524

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 12, 2026

FLASH SPORTS & MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39933

46-5158469

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1140 Avenue of the Americas, Suite 1140

New York, New York 10036

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (720) 390-3880

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

FLZH

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Director

Resignations

Effective

as of July 12, 2026, Bradley Nattrass, advised the Flash Sports & Media Holdings, Inc. (the “Company”) that he was

resigning from his position as a member of the board of directors (the “Board”) effective immediately. At the time of

his resignation, Mr. Nattrass served as the Chairman. Mr. Nattrass did not advise the Company of any dispute or disagreement with

the Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies, or

practices and Mr. Nattrass will continue to serve as the Company’s Chief Executive Officer.

Effective

as of July 12, 2026, David Hsu advised the Company that he was resigning from his position as a member of the Board effective immediately.

At the time of his resignation, Mr. Hsu served as the Chair of the Audit Committee and as a member of the Compensation Committee. Ms.

Hsu did not advise the Company of any dispute or disagreement with the Company, the Company’s management or the Board on any matter

relating to the Company’s operations, policies, or practices.

Effective

as of July 12, 2026, James Lowe advised the Company that he was resigning from his position as a member of the Board effective immediately.

At the time of his resignation, Mr. Lowe served as the Chair of the Nominating and Corporate Governance Committee. Mr. Lowe did not advise

the Company of any dispute or disagreement with the Company, the Company’s management or the Board on any matter relating to the

Company’s operations, policies, or practices.

Appointment of

Directors

Effective

July 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)

of the DGCL to elect Gary Herman, Rahul Johri and Surendra Ajjarapu to the Board.

Gary

Herman

The

Board has appointed Mr. Herman to serve as Chair of the Audit Committee. The Board also determined that Mr. Herman satisfies the applicable

independence, financial literacy and other requirements for service on the Audit Committee under Nasdaq listing standards and Rule 10A-3

under the Securities Exchange Act of 1934, as amended.

Mr.

Herman is a seasoned investor with extensive investment and business experience. Since October 2024, he has served as Chief Executive

Officer and Interim Chief Financial Officer of Advent Technologies Holdings, Inc. Since 2021 he has been the Chief Operating Officer of

Galloway Capital Partners. From 2005 to 2020, Mr. Herman was affiliated with Arcadia Securities, LLC, a New York-based broker-dealer,

and co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliated entities. From January 2011 to August 2013, he co-managed

Abacoa Capital Master Fund, Ltd., a global macro-focused investment fund. Earlier in his career, Mr. Herman served as an investment banker

with Burnham Securities, Inc. from 1997 to 2002. From 1993 to 1997, he was a Managing Partner of Kingshill Group, Inc., a merchant banking

and financial firm with offices in New York and Tokyo. Mr. Herman holds a B.S. in Political Science from the University at Albany, Rockefeller

College of Public Affairs & Policy, with minors in Business and Music. Mr. Herman has significant experience serving on the boards

of both public and private companies. He also serves on the boards of Advent Technologies Holdings, Inc. (OTCQB: ADNH), SusGlobal Energy

Corp. (OTCQB: SNRG) and Wellgistics Health, Inc. (WGRX).

The

Board has not yet determined the compensation to be paid to Mr. Herman for his service as a director, and the Company has not entered

into any offer letter, director compensation agreement or other compensatory arrangement with Mr. Herman in connection with his appointment.

The Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and

when determined.

There

are no transactions, relationships or arrangements between Mr. Herman and the Company that would require disclosure under Item 404(a)

of Regulation S-K. Further, there are no family relationships among any of the Company’s directors, executive officers and Mr. Herman.

Rahul

Johri

July 14, 2026, the Board appointed Rahul Johri to serve as a member of the Board, effective immediately. Mr. Johri will serve until the

Company’s next annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier

death, resignation or removal.

Mr.

Johri has approximately 35 years of experience in the media, entertainment and sports industries. Mr. Johri currently serves as the founder

and principal of Citadel Advisory, an advisory firm focused primarily on media and sports business matters with operations in India and

the United Arab Emirates. He also serves as a Senior Advisor to Boston Consulting Group, a Global Advisory Board Member of BraveCF Bahrain,

and an advisor to Dubai Sports City. Mr. Johri previously served as President—Business of Zee Entertainment Enterprises Ltd. until

March 2024, where he focused on revenue maximization across Zee’s television channels and digital platform, Zee5, and was involved

in Zee’s re-entry into the United Arab Emirates through the launch of the ILT20 cricket league. From 2016 to 2020, Mr. Johri served

as the first Chief Executive Officer of the Board of Control for Cricket in India, where he oversaw international and domestic cricket

operations, the Indian Premier League and the National Cricket Academy. During his tenure, Mr. Johri was involved in the sale of BCCI

media rights and the introduction of e-auction processes for cricket media rights. He also served as a member of the International Cricket

Council’s Chief Executives’ Committee and participated in a working group relating to the future strategy of world cricket.

Prior to joining BCCI, Mr. Johri served from 2001 to 2016 with Discovery Networks South and Southeast Asia, where he held senior leadership

roles and was involved in the launch of multiple channels and the localization of international programming into Indian regional languages.

Mr. Johri holds an MBA and a B.Sc. degree.

The

Board believes Mr. Johri’s extensive experience in media, sports, broadcasting, content commercialization, business development

and international operations will provide the Board with valuable perspective as the Company executes its sports and media strategy.

Mr.

Johri’s appointment was made in connection with the Company’s ongoing evaluation of Project Topaz and the non-binding term

sheet entered into by the Company, Mr. Johri and Super Entertainment Network Private Limited, of which Mr. Johri serves as Managing Director

and Chief Executive Officer. The term sheet contemplates, subject to the negotiation and execution of definitive agreements and receipt

of applicable approvals, a potential investment by the Company in Super Entertainment Network Private Limited in connection with its proposed

channel business transaction. Except for confidentiality and exclusivity obligations, the term sheet is non-binding, and there can be

no assurance that the parties will enter into definitive agreements, that any transaction contemplated by the term sheet will be consummated,

or that any securities of the Company will be issued in connection therewith.

Pursuant

to the term sheet, upon the closing of the Company’s proposed investment in Super Entertainment Network Private Limited, the Company

would subscribe for equity in Super Entertainment Network Private Limited, and Mr. Johri and/or his nominee entities would hold an equity

interest in Super Entertainment Network Private Limited, subject to the terms and conditions of the definitive agreements. The term sheet

also contemplates a potential future exchange right with respect to such subsidiary equity interest, which would be subject to, among

other things, achievement of applicable performance milestones, approval by the Company, approval by the Board, applicable valuation and

exchange mechanics, compliance with U.S. federal securities laws, SEC rules and regulations, Nasdaq rules and listing standards, the corporate

law of the Company’s jurisdiction of incorporation, and receipt of any required stockholder, regulatory or other approvals. The

term sheet does not obligate the Company to issue, register or list any securities of the Company or to consummate any exchange.

The

Board 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

any offer letter, director compensation agreement or other compensatory arrangement with Mr. Johri in connection with his appointment.

The Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and

when determined.

Mr.

Johri has not been appointed to any committee of the Board at this time.

There

are no family relationships between Mr. Johri and any director or executive officer of the Company. Except as described herein, there

are no arrangements or understandings between Mr. Johri and any other person pursuant to which Mr. Johri was appointed as a director of

the Company. Other than the matters described herein, there are no transactions involving Mr. Johri that would be required to be disclosed

pursuant to Item 404(a) of Regulation S-K.

Surendra

Ajjarapu

Mr.

Ajjarapu is the founder, Chief Executive Officer, and Chairman of Carbonium Core, Inc., a domestic nuclear-grade graphite manufacturer,

and the founder and Executive Chairman of Wellgistics Health, Inc. (Nasdaq: WGRX), a healthcare technology and pharmaceutical distribution

company. As an entrepreneur and corporate strategist with more than 25 years of leadership experience across the healthcare, biotechnology,

renewable energy, and information technology sectors, Mr. Ajjarapu has a track record of capital formation, M&A execution, and building

public companies. He holds an M.B.A. in International Finance from the University of South Florida, an M.S. in Environmental Science from

South Dakota State University, and a B.Tech. in Civil Engineering from Jawaharlal Nehru Technological University, and completed the Private

Equity and Venture Capital Program at Harvard Business School Executive Education. The Board believes Mr. Ajjarapu is qualified to serve

as a director based on his experience founding and leading public companies, his capital-markets and M&A expertise, and his operational

leadership across multiple industries.

Mr.

Ajjarapu will serve as Chairman of the Board and has not been appointed to any committee of the Board at this time.

There

are no family relationships between Mr. Ajjarapu and any director or executive officer of the Company. Except as described herein, there

are no arrangements or understandings between Mr. Ajjarapu and any other person pursuant to which Mr. Ajjarapu was appointed as a director

of the Company, and there are no transactions involving Mr. Ajjarapu that would be required to be disclosed pursuant to Item 404(a) of

Regulation S-K.

The

Board has not yet determined the compensation to be paid to Mr. Ajjarapu for his service as a director, and the Company has not entered

into any offer letter, director compensation agreement or other compensatory arrangement with Mr. Ajjarapu in connection with his appointment.

The Company will disclose any material compensation arrangement entered into with Mr. Herman in connection with his appointment, if and

when determined.

Effective

as of July 14, 2026, Sonia Lo shall serve as the Chair of the Nominating and Corporate Governance Committee, replacing Mr. Lowe.

Item 7.01. Regulation FD Disclosure

On July 16, 2026, the Company

issued a press release announcing the launch of “FLASHSM”, a direct-to-consumer mobile application for live and on-demand

cricket content and interactive fan engagement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form

8-K.

The information contained

in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities

Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such

filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated July 16, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: July 16, 2026

FLASH SPORTS & MEDIA HOLDINGS, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED JULY 16, 2026

EX-99.1

Filename: ea029831801ex99-1.htm · Sequence: 2

Exhibit 99.1

Flash Sports & Media Holdings, Inc. (NASDAQ:

FLZH) Launches “FLASHSM”, a Direct-to-Consumer Cricket Streaming and Fan Engagement App

The new mobile application brings live cricket,

highlights, scores and interactive fan features directly to audiences across North America, extending the Company’s cricket production

and broadcast operations into a direct relationship with fans

NEW YORK, NY July 16th 2026 —

Flash Sports & Media Holdings, Inc. (NASDAQ: FLZH) (“Flash” or the “Company”) today announced the launch of

“FLASHSM”, a direct-to-consumer mobile application for live and on-demand cricket content and interactive fan engagement.

The launch marks a significant step in the Company’s strategy to build a leading, cricket-focused sports and media platform and

to reach fans directly across key cricket markets. For now, FLASHSM is available

in North America on https://flashsm.com and Google Play.

FLASHSM

gives fans a single destination for live match streaming, highlights, scores and interactive features including predictions, polling,

and fan rewards. The application draws on the Company’s live production and broadcast capabilities, which have supported

cricket coverage across multiple international markets, and on its franchise and league relationships, including the Lanka Premier League

Season 6 ( https://www.lankapremierleaguet20.com )through its subsidiary Innovative Production Group FZ, LLC (“IPG”).

The Company believes that owning the direct-to-consumer

relationship will broaden its audience, deepen engagement around its cricket properties, and create new avenues for sponsorship, subscription

and content distribution, complementing its media rights, franchise development and league operations.

” Our fans have followed the

company’s cricket coverage for years and now FLASHSM brings that experience directly to their mobile devices while also providing

us a platform to grow with them season after season,” said Bradley Nattrass, Chief Executive Officer, Flash Sports & Media Holdings,

Inc.

FLASHSM

is available for download today on Google Play store , Android TV and fans can also stream the Lanka Premier league T20 Cricket on the

company’s website. Additional features, content, and market availability are expected to be announced over the coming months. For

more information, visit https://flashsm.com

About Flash Sports & Media Holdings, Inc.

Flash Sports & Media Holdings, Inc. (Nasdaq:

FLZH) is a cricket-focused sports and media company seeking to develop and commercialize cricket media, league-management, sponsorship,

and related sports-entertainment opportunities. Through its relationship with IPG. Flash is focused on professional cricket properties,

media and broadcast opportunities, sponsorships, league operations, and related commercial initiatives. The Company’s business plans

remain subject to execution risks, market conditions, definitive agreements, third-party approvals, and the Company’s ability to

finance, develop, and commercialize its sports and media initiatives. https://flashsportsandmedia.com

https://flashsm.com

Forward-Looking Statements

This press release contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking

statements include, without limitation, statements regarding the launch, features, availability, functionality, adoption, performance

and anticipated benefits of FLASHSM; the Company’s expectations, beliefs, plans and strategies relating to the development, commercialization

and monetization of its cricket-focused sports and media platform, including direct-to-consumer initiatives; the Company’s relationship

with Innovative Production Group FZ, LLC and other current or potential strategic partners; current and future cricket, sports, media,

streaming, league-management, sponsorship, media rights, franchise-development, broadcast and related commercial opportunities; the development,

operation or commercialization of the Lanka Premier League or any other cricket league, tournament, event, property or related rights;

potential sponsorships, media rights arrangements, franchise sales, broadcast relationships, subscription and advertising revenue, league

operations, player participation, venue arrangements, commercial partnerships and other business opportunities; the Company’s ability

to generate revenues, achieve growth, obtain financing, enter into definitive agreements, obtain required approvals, maintain relationships

with third parties and execute its business plan; and the Company’s ability to maintain compliance with the applicable listing standards

of The Nasdaq Stock Market LLC.

Forward-looking statements may be identified by

words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “plan,” “potential,” “seek,” “should,” “will,”

“would,” and similar words or expressions, although not all forward-looking statements contain these identifying words. Forward-looking

statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and assumptions

that may cause actual results, performance, events or outcomes to differ materially from those expressed or implied by such forward-looking

statements.

These risks and uncertainties include, without

limitation, risks relating to: the possibility that the anticipated benefits of the launch of FLASHSM may not be realized; the Company’s

ability to attract and retain users and to achieve audience engagement; the performance, reliability, security and continued availability

of the application and its underlying content and technology; the Company’s early-stage sports and media strategy and limited operating

history in its current business focus; the Company’s ability to develop, finance, operate, commercialize, monetize and scale cricket,

sports, media, streaming, league-management, sponsorship, broadcast and related business lines; the Company’s ability to obtain,

license and maintain the broadcast, streaming and other rights necessary to offer content through the application in each market; the

seasonal nature of cricket leagues and events and the many conditions to successful league and event operations; the Company’s dependence

on third-party relationships, including relationships with Innovative Production Group FZ, LLC, cricket governing bodies, league operators,

venues, broadcasters, sponsors, franchise owners, players, application distribution platforms, technology vendors, commercial counterparties

and other strategic partners; the possibility that definitive agreements with any such parties may not be entered into on acceptable terms,

or at all; the possibility that existing or contemplated relationships, arrangements, rights or opportunities may be terminated, delayed,

modified, disputed or fail to produce expected results; the Company’s ability to obtain and maintain required governmental, regulatory,

league, venue, governing-body, shareholder, exchange or other approvals, consents or authorizations; the possibility that anticipated

franchise sales, sponsorships, media rights arrangements, broadcast relationships, subscription revenue, advertising revenue, ticketing

revenue, licensing revenue or other commercial opportunities may not materialize, may be delayed, or may be less favorable than expected;

competitive dynamics in the sports, media, entertainment, streaming, broadcast, sponsorship and league-management industries; changes

in consumer demand, audience engagement, advertiser demand, media consumption habits and market conditions affecting cricket, sports and

media properties; the Company’s ability to raise additional capital on acceptable terms, or at all, and the potential dilutive effect

of any financing transactions; risks associated with international business activities, including geopolitical, regulatory, tax, foreign

exchange, sanctions, anti-corruption, labor, immigration, travel, venue, data-privacy, safety, security and operational risks; general

economic, market, industry and capital markets conditions; volatility in the trading price and liquidity of the Company’s securities;

the Company’s ability to maintain compliance with applicable Nasdaq listing standards; and the Company’s ability to comply

with applicable SEC reporting, disclosure and internal control requirements.

Additional factors that could cause actual results

to differ materially from those expressed or implied by forward-looking statements are described in the Company’s filings with the

Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports

on Form 10-Q, Current Reports on Form 8-K and other filings made with the SEC. Forward-looking statements speak only as of the date of

this press release. Except as required by applicable law, the Company undertakes no obligation to update, revise or supplement any forward-looking

statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Investor Relations Contact

Investors@flashsm.com

Company Websites

https://flashsportsandmedia.com

https://flashsm.com

Source: Flash Sports & Media Holdings,

Inc. (Nasdaq: FLZH)

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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