Urban-Gro (UGRO) Registration filing summary

Company overview and business model

• Recently transitioned from a design-build and equipment integration firm in controlled environment agriculture to a diversified sports, media, and experiential marketing platform following a merger with Flash Sports & Media, Inc. on February 17, 2026.

• Now operates globally, focusing on the creation, production, and monetization of live sports events, original content, and branded fan experiences, with a core emphasis on professional cricket leagues and media rights.

• Key subsidiary IPG holds exclusive commercial and media rights to the Lanka Premier League (LPL) and other cricket properties in Sri Lanka, Singapore, Malaysia, Zimbabwe, and Kuwait.

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

Financial performance and metrics

• For the year ended December 31, 2024, IPG generated approximately $12 million in event rights, production, and sponsorship revenue, with 82% from Sri Lanka and 18% from Zimbabwe.

• Pro forma combined revenues for 2024 were $43.2 million, with a net loss attributable to stockholders of $44.6 million.

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

• Accumulated deficit as of December 31, 2025 was approximately $120.6 million, with a stockholders' deficit of $40.9 million.

Use of proceeds and capital allocation

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

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