Form 8-K

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

Accession: 0001213900-26-091000

Filed: 2026-08-18

Period: 2026-08-18

CIK: 0001706524

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0302361-8k_flash.htm (Primary)

EX-99.1 — PRESS RELEASE OF FLASH SPORTS & MEDIA HOLDINGS, INC. DATED AUGUST 18, 2026 (ea030236101ex99-1.htm)

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8-K — CURRENT REPORT

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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): August 18, 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)

(720)

390-3880

(Registrant’s

telephone number, including area code)

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, $0.001 par value 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 ☐

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

2.02. Results of Operations and Financial Condition.

August 18, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) issued a press release announcing its financial

results for the second quarter ended June 30, 2026. 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 contained in this Item 2.02, including Exhibit 99.1 furnished herewith, 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 a filing.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, including statements regarding

the expected timing and amount of revenue recognition for Lanka Premier League Season 6, the recoverability of deferred contract costs,

and the Company’s liquidity and financing plans. These statements are subject to risks and uncertainties, including substantial

doubt about the Company’s ability to continue as a going concern as disclosed in Note 3 to the unaudited condensed consolidated

financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company’s

recurring losses and need for additional capital, its working capital deficiency, its reliance on dilutive equity and convertible debt

financing, and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025

and its subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and

the Company undertakes no obligation to update them except as required by law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

Filed / Furnished

99.1

Press Release of Flash Sports & Media Holdings, Inc. dated August 18, 2026

Furnished herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL)

Filed herewith

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.

FLASH SPORTS & MEDIA HOLDINGS, INC.

Date: August 18, 2026

By:

/s/ Bradley Nattrass

Name:

Bradley Nattrass

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE OF FLASH SPORTS & MEDIA HOLDINGS, INC. DATED AUGUST 18, 2026

EX-99.1

Filename: ea030236101ex99-1.htm · Sequence: 2

Exhibit 99.1

Flash (NASDAQ: FLZH) Reports $266 million in

Total Assets and $2.4 million in Cash at Second Quarter-End; $3.4 million of LPL Season 6 Fees Billed in Advance

Second Quarter and First Half 2026 Highlights

● Total stockholders’ equity of $191.9 million at June 30, 2026, compared with a stockholders’ deficit of $45.2 million

at December 31, 2025.

● Cash of $2.4 million at June 30, 2026, compared with $0.1 million at December 31, 2025. Financing activities generated $5.5 million

of net cash during the first half of 2026.

● $3.4 million of Lanka Premier League Season 6 franchise, sponsorship and production fees were billed in advance and recorded as contract

liabilities at June 30, 2026. These amounts are in addition to revenue generated during the season and are expected to be recognized as

revenue in the third quarter of 2026 as the season is delivered.

● Legacy pre-merger business operations were classified entirely as discontinued operations. Loss from discontinued operations narrowed

90.1%, to $1 million for the first half of 2026 from $9.6 million for the first half of 2025.

NEW YORK, August 18th , 2026 – Flash Sports

& Media Holdings, Inc. (“Flash”) (Nasdaq: FLZH), an owner and producer of professional T20 cricket properties, reported

financial results for the second quarter ended June 30, 2026 and filed its Quarterly Report on Form 10-Q with the Securities and Exchange

Commission.

The second quarter was the first full quarter of operations following

the February 17, 2026 merger, and the resulting consolidation of Innovative Production Group FZ, LLC (“IPG”), the exclusive

Event Rights Partner for the Sri Lanka-based Lanka Premier League. It was a quarter of construction rather than harvest while the Company

spent the period funding, staffing and contracting the sixth season of the Lanka Premier League, which began play in July 2026.

That timing is the single most important fact in these results. Under

ASC 606, the Company recognizes franchise, sponsorship and media rights revenue as the season is delivered, not when it is sold or collected.

While being delivered in the third quarter, season 6 was sold and partially collected in the second. The pre-booked revenue therefore

sits on the June 30 balance sheet as a $3.4 million contract liability rather than on the income statement, and the partial cost of delivering

it sits alongside as $3.7 million of deferred contract costs. Reported second quarter revenue of $0.1 million reflects production and

technical services performed under the Sri Lanka Cricket Future Tours Program and does not include any Season 6 economics.

Revenue and Contracted Backlog

Revenue from continuing operations was $0.1 million for the second

quarter of 2026, all of which was earned outside the United States. As the merger closed on February 17, 2026 and the legacy business

is presented as discontinued operations, prior year continuing operations figures are not comparable. On a pro forma basis, as if the

merger had occurred on January 1, 2025, revenue would have been $0.1 million for the second quarter of 2026 and $0.5 million for the first

half, compared with $0.7 million and $2.3 million for the corresponding 2025 periods. The decline reflects the shift in the Lanka Premier

League calendar, with Season 6 falling in the second half of 2026.

At June 30, 2026 the Company had $3.4 million of contract liabilities,

primarily representing franchise, sponsorship and production fees billed or received in advance of Season 6 performance. The Company expects

to recognize substantially all of these amounts as revenue during the third quarter of 2026 as the related Season 6 performance obligations

are satisfied.

Costs and Net Loss

Total operating expenses were $6.5 million for the second quarter,

consisting of $2.8 million of general and administrative expense and $3.7 million of non-cash amortization of intangible assets acquired

in the merger. Loss from operations was $6.5 million.

Net loss was $8 million, or $(0.91) per basic and diluted share, compared

with a net loss of $6.2 million, or $(10.64) per share, in the second quarter of 2025. The per share improvement reflects the substantially

larger share count following the Series B conversion. Non-operating expense of $1.5 million included $2.5 million of interest expense,

a $1.5 million non-cash loss on issuance of derivatives and a $2.4 million non-cash gain from the change in fair value of derivative liabilities.

Amortization of acquired intangibles and derivative related charges are non-cash and together account for most of the reported loss.

Net cash used in operating activities of continuing operations was

$3.5 million for the six months ended June 30, 2026, a period that includes the funding of Season 6 delivery costs.

Balance Sheet and Capital Structure

Total assets were $266 million at June 30, 2026, compared with $0.3

million at December 31, 2025, reflecting $122.8 million of goodwill and $132.6 million of net identifiable intangible assets recognized

in the merger. The purchase price allocation was completed during the second quarter and is final. No goodwill impairment indicators were

identified during the quarter.

Total stockholders’ equity was $191.9 million at June 30, 2026,

compared with a deficit of $45.2 million at December 31, 2025.

During the quarter, the Company made significant progress reducing

legacy obligations, including the full satisfaction of certain term and asset-based debt facilities. The Company also resolved related

legacy litigation, further simplifying the balance sheet and corporate structure.

Selected Financial Data

(unaudited)

Q2 2026

Q2 2025

Change

Revenue, continuing operations

$ 44,318

n/a

Pro forma revenue

$ 44,000

$ 710,000

(93.8)

Total operating expenses

$ 6,528,254

n/a

Loss from operations

$ (6,483,936 )

n/a

Net loss

$ (8,032,496 )

$ (6,204,144 )

Loss widened 29.5

Net loss per share, basic and diluted

$ (0.91 )

$ (10.64 )

Improved 91.4

Balance sheet

June 30,

2026

Dec. 31,

2025

Change

Cash

$ 2,389,423

$ 10,644

n/m

Total assets

$ 265,984,617

$ 331,947

n/m

Contract liabilities

$ 3,378,745

$ 0

n/m

Deferred contract costs

$ 3,715,500

$ 0

n/m

Total stockholders’ equity (deficit)

$ 191,903,391

$ (45,165,234 )

n/m

n/a: continuing operations comparatives are not meaningful because

the merger closed February 17, 2026 and the legacy business is presented as discontinued operations. n/m: not meaningful.

Liquidity

The Company had cash of $2.4 million, a working capital deficiency

of $63.6 million, and an accumulated deficit of $136 million at June 30, 2026. Current liabilities include $39.7 million of liabilities

of discontinued operations relating to the wind down of the legacy controlled environment agriculture business.

Management Commentary –

“We completed a successful Season 6 of the LPL earlier this month,

and substantially all of the related revenue is expected to be recognized in the third quarter. During the second quarter, a significant

portion of our franchise fees and sponsorship revenues was contracted and billed in advance, but could not yet be recognized as revenue

because Season 6 had not been delivered. We also completed the second step of the merger, satisfied the Nasdaq change-of-control condition,

retired several legacy debt obligations, and fully separated the legacy agriculture business from the operating company. As a result,

we expect the third quarter to provide investors with a much clearer view of the operating performance and revenue-generating capability

of the business,” said Bradley Nattrass, CEO of Flash.

About Flash Sports & Media Holdings, Inc.

Flash (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 applicable federal securities laws.

Forward-looking statements include, without limitation, statements regarding the Company’s expectations concerning the timing and

amount of revenue expected to be recognized in connection with Season 6 of the Lanka Premier League (“LPL”); the satisfaction

of performance obligations relating to franchise, sponsorship, production, media rights and other contracted amounts; the collection of

amounts billed or otherwise due to the Company; the Company’s expected financial and operating performance in future periods; the

revenue-generating capability and commercial performance of the Company’s business; the development, operation and commercialization

of the LPL and other cricket, sports and media properties; the Company’s relationship with Innovative Production Group FZ, LLC and

other strategic and commercial partners; the Company’s ability to generate revenues, obtain financing, maintain sufficient liquidity,

satisfy or resolve legacy obligations, execute its business plan and maintain compliance with the applicable listing standards of The

Nasdaq Stock Market LLC; and other statements regarding the Company’s expectations, plans, strategies, prospects and future financial

or operating performance.

In particular, statements regarding the expected

recognition during the third quarter of 2026 of amounts recorded as contract liabilities at June 30, 2026 are forward-looking statements.

The timing and amount of revenue ultimately recognized may differ from current expectations based on the satisfaction of applicable performance

obligations and other requirements under ASC 606.

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 timing and satisfaction of performance obligations under the Company’s contracts; the timing and

amount of revenue recognition under ASC 606; the collectability of amounts billed or otherwise due to the Company; the seasonal nature

of cricket leagues and events; the Company’s ability to develop, finance, operate, commercialize and monetize cricket, sports, media,

league-management, sponsorship, broadcast and related business lines; the Company’s dependence on third-party relationships, including

relationships with IPG, cricket governing bodies, league operators, venues, broadcasters, sponsors, franchise owners, players and other

commercial counterparties; 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, sponsorship, media rights, broadcast, advertising, ticketing, licensing or other revenues may not materialize,

may be delayed or may be less favorable than expected; the Company’s liquidity requirements and ability to raise additional capital

on acceptable terms, or at all; the potential dilutive effects of future financing transactions; risks relating to the Company’s

goodwill and other intangible assets; liabilities and other matters associated with the Company’s discontinued legacy operations;

international business and regulatory risks; general economic, 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://www.theipggroup.com

Company Handles:

Instagram: @flash_sportsmedia

TikTok: @flash_sportsandme

YouTube: @FlashSportsandMedia

Facebook: @FlashSportsandMedia

Source: Flash Sports & Media Holdings, Inc. (Nasdaq: FLZH)

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