Form 8-K

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

Accession: 0001213900-26-104324

Filed: 2026-09-29

Period: 2026-09-28

CIK: 0001706524

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0306949-8k_flash.htm (Primary)

EX-99.1 — PRESS RELEASE OF MINDWAVE INNOVATIONS INC., DATED SEPTEMBER 29, 2026 (ea030694901ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0306949-8k_flash.htm · Sequence: 1

false

0001706524

2026-09-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 28, 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 920

New York, New York

10036

(Address of principal

executive offices, including zip code)

Registrant’s telephone

number, including area code: (720) 390-3880

Not Applicable

(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

N/A

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 ☐

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 1.01. Entry into

a Material Definitive Agreement

September 28, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) entered into a Software Development and Technology

Services Agreement (the “Agreement”) with MindWave Innovations Inc. (“MindWave”), a wholly owned subsidiary of

Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS). Under the Agreement, MindWave will design, develop, deploy and operate FlashChain,

an independently branded blockchain network on a dedicated Layer-2 subnet on MindWave’s MindChain infrastructure, supporting digital

broadcasting-rights administration, video-asset and match-ticket inventory tracking, anti-counterfeiting and fan-data services.

consideration for the Services, the Company will issue MindWave shares of the Company’s common stock with an aggregate value of

US$506,000 in one installment upon completion of the 12-month term, valued at the closing trading price on the last trading day of the

applicable calendar quarter. The Company will also provide MindWave 20% of the total FLASH TOKEN issued and outstanding, calculated at

the end of each calendar quarter based on the MindChain issuance ledger. The Company will bear insurance premiums, administration charges

and Network Fees at actual cost. If the Agreement is renewed after the initial term, the annual maintenance contract fee will equal 50%

of the Total Contract Value per year and will be invoiced quarterly in advance.

The

Agreement has an initial term of 12 months. It may be renewed annually only by mutual written agreement delivered at least 60 days before

the applicable renewal date, and neither party is obligated to renew. Either party may terminate for an uncured material breach following

a 30-day cure period or upon the other party’s insolvency; neither party may terminate for convenience. Upon termination, the Company

remains liable for accrued compensation, MindWave will provide up to 60 days of transition assistance, and MindWave will make FlashChain

data and ledger records available to the Company.

The

Agreement includes customary representations and warranties, confidentiality obligations, an indemnification obligation by the Company

in favor of MindWave, and a limitation of liability generally capped at the fees paid or payable in the preceding 12 months, subject to

customary exceptions.

Item 3.02. Unregistered

Sales of Equity Securities

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by

reference into this Item 3.02. The number of shares of the Company’s common stock issuable to MindWave is not currently determinable

because it will depend on the closing trading price on the last trading day of the applicable calendar quarter. The shares are expected

to be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule

506(b) of Regulation D, as a transaction not involving a public offering.

Item 7.01. Regulation

FD Disclosure

On September 28, 2026,

MindWave issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

The information furnished

pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall

be 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 of MindWave Innovations Inc., dated September 29, 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: September 29, 2026

FLASH SPORTS & MEDIA HOLDINGS, INC.

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE OF MINDWAVE INNOVATIONS INC., DATED SEPTEMBER 29, 2026

EX-99.1

Filename: ea030694901ex99-1.htm · Sequence: 2

Exhibit 99.1

MindWave

Innovations Expands U.S. Commercial Footprint with Second Agreement to Build and Operate FlashChain for New York-Based Flash Sports &

Media

The

12-month agreement covers a dedicated MindChain subnet for authenticating digital match tickets, sports memorabilia and media assets

MATAWAN,

New Jersey, Sept. 29, 2026 – MindWave Innovations Inc. (“MindWave”), a wholly owned subsidiary of Apimeds Pharmaceuticals

US, Inc. (NYSE American: APUS), has signed a 12-month software development and technology services agreement with New York-based Flash

Sports & Media Holdings, Inc. (Ticker: FLZH) (“FLZH”) to build and operate FlashChain, a blockchain for tracking digital

broadcasting rights, video assets and match ticket inventory.

Under

the agreement, MindWave will deploy a dedicated subnet for FlashChain on MindChain’s Layer-2 infrastructure, operate the validator

nodes that run it, and issue FLZH the cryptographic keys and secure connections it needs to access the network. FLZH will own the FlashChain

network, its brand and its Digital Asset and Ticketing Ledger, which will record authenticated digital match tickets, digital sports

memorabilia and related media-asset transactions.

MindWave

will also build two software components. The first is an integration module that links FLZH’s direct-to-consumer streaming application,

FLASHSM, its online stadium ticketing platforms and its gate-scanning hardware directly to FlashChain. The second is a set of smart contracts

that authenticate digital match tickets, manage digital sports memorabilia and help prevent ticket counterfeiting and unauthorized duplication

of media. The statement of work will establish performance targets for match-day throughput and gate-scan speed, and FLZH will hold a

perpetual license to use both software components on FlashChain.

Live

sport puts a network under its heaviest load in short bursts. MindWave will provide system monitoring, live-event troubleshooting and

staff training for scheduled T20 cricket tournament broadcasts and high-traffic match days. MindWave will also secure the core network,

protect fan transaction data and maintain secure backups of digital-asset and media transaction history.

FLZH

will lead the FlashChain brand, broadcasting-rights negotiation, media licensing strategy, partner relationships and community management.

MindWave will provide the underlying infrastructure, development work and ongoing technical services. As consideration under the agreement,

MindWave will receive FLZH common shares and an allocation equal to 20% of the total supply of FLASH TOKEN, FlashChain’s platform

token. The agreement also provides for an annual maintenance fee equal to 50% of the applicable contract consideration, as specified

in the agreement.

The

parties have not publicly disclosed the aggregate dollar value of the consideration under the agreement.

Fans’

personal data will not be written to FlashChain; only hashed or pseudonymized references will go on-chain. If the relationship ends,

MindWave will make FlashChain’s data and ledger records available so the network can migrate.

For

MindWave, the agreement extends its infrastructure business into sports ticketing and media distribution, alongside its work in regulated

industries.

“A

match ticket or a highlight clip only has value if people can trust it’s genuine. FlashChain is designed to give FLZH a way to

authenticate those assets at the stadium gate and across the streaming experience, while our job is to keep the network steady when a

full ground is scanning in at once,” said Dr. Vin Menon, Chief Executive Officer of MindWave Innovations.

“Our

fans buy tickets, watch matches and collect moments, often on the same day. FlashChain gives us one ledger that we own to authenticate

all of it, while MindWave runs the infrastructure underneath,” said Mr. Surendra Ajjarapu, Chairman of Flash Sports & Media

Holdings.

The

agreement runs for 12 months. Technical specifications, acceptance criteria and delivery timelines will be set out in a statement of

work, with each deliverable subject to FLZH’s acceptance testing. After the initial term, the parties may renew support annually.

About

MindWave Innovations Inc.

MindWave

Innovations Inc., a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS), develops technology infrastructure

and digital solutions for blockchain-enabled applications, data-driven platforms, and emerging commercial ecosystems.

Through

projects such as FlashChain, MindWave is expanding the application of its technology into sports, media and live-event ticketing.

For

more information, visit www.mindwavedao.com.

About

MindChain

is a blockchain infrastructure developed within the MindWave ecosystem to support transparent, traceable, and verifiable digital transactions.

It is designed to provide the underlying ledger capabilities required for applications involving digital assets, registries, tokenized

ecosystems, and decentralized services.

FlashChain

will run as a dedicated, independently branded subnet on MindChain’s Layer-2 infrastructure and may participate in MindChain’s

insurance program, subject to its coverage terms.

About

Flash Sports & Media Holdings, Inc.

Flash

Sports & Media Holdings, Inc. is a New York-based company operating streaming, ticketing and media businesses, including the FLASHSM

direct-to-consumer streaming application. Its common stock is quoted on the OTC market under the symbol FLZH.

For

more information, visit www.flashsm.com.

Forward-Looking

Statements

This

announcement contains forward-looking statements regarding the development, implementation, anticipated capabilities, and potential performance

of FlashChain, the integration and operation of MindChain, the delivery of the related development work, the issuance and potential use

of FLZH common shares and FLASH TOKEN, and the potential renewal and expansion of technical services. These statements are based on current

expectations and are subject to risks and uncertainties, including development timelines, achievement of project milestones, acceptance

testing, technical performance, network scalability, integration with third-party systems and hardware, insurance availability and coverage,

regulatory requirements applicable to digital assets and tokenized ecosystems, market acceptance, and the ability of the parties to achieve

the anticipated benefits of the agreement. Actual results may differ materially from those expressed or implied. The company undertakes

no obligation to update these statements except as required by applicable law.

Media

and Investor Relations

MindWave

Innovations Inc.

[CONTACT NAME] | [EMAIL] | [PHONE]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Sep. 28, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 28, 2026

Entity File Number

001-39933

Entity Registrant Name

FLASH SPORTS &

MEDIA HOLDINGS, INC.

Entity Central Index Key

0001706524

Entity Tax Identification Number

46-5158469

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1140 Avenue of the

Americas

Entity Address, Address Line Two

Suite 920

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10036

City Area Code

720

Local Phone Number

390-3880

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

FLZH

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

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

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration