Urban-Gro (UGRO) Registration filing summary

Company overview and business model

• Recently transitioned from controlled environment agriculture to a diversified sports, media, and experiential marketing platform following a merger with Flash Sports & Media, Inc., now operating under the Flash Sports & Media brand.

• Core operations include creation, production, and monetization of live events, original content, and branded fan experiences, with a focus on professional cricket leagues and international events.

• Holds exclusive commercial and media rights to the Lanka Premier League (LPL) and other cricket properties, with significant operations in the UAE, India, Sri Lanka, South Africa, and Singapore.

• Revenue streams include production fees, franchise fees, sponsorships, broadcast and streaming rights, betting data rights, and other event-related income.

• IPG, the main operating subsidiary, has produced over 5,000 hours of live sporting events and maintains relationships with multiple national cricket boards.

Financial performance and metrics

• For the year ended December 31, 2024, IPG reported $12.0M in revenue, with production fees accounting for 42%, franchise fees 29%, sponsorships 20%, and broadcast rights 5%.

• Pro forma combined revenues for 2024 were $43.2M, with a gross profit of $0.7M and a net loss of $44.6M; for 2025, revenues were $22.3M with a net loss of $36.6M.

• As of December 31, 2025, the company had cash of $10,000 and negative working capital of $42.7M.

• Both IPG and Flash have going concern qualifications, with accumulated deficits of $4.6M and $0.6M, respectively, as of year-end 2024.

Use of proceeds and capital allocation

• May receive up to $54M in gross proceeds under the ELOC Purchase Agreement, to be used for general corporate purposes, including operating expenses, R&D, and potential acquisitions.

• Management retains broad discretion over the allocation of proceeds, with no definitive acquisition agreements in place as of the filing date.