Urban-gro Inc. (NASDAQ:UGRO) soared 29% in premarket trading Tuesday after the company revealed it had signed a binding letter of intent to merge with Flash Sports & Media Inc..
Under the agreement, dated October 14, 2025, Flash shareholders will receive unregistered shares representing 19.99% of Urban-gro’s outstanding common stock immediately prior to the merger. They will also be issued a new class of non-voting preferred stock, which will convert to common shares following shareholder approval.
Once the deal closes and assuming full conversion of the preferred stock, Flash shareholders will hold approximately 90% of the combined company, which is expected to operate under the name Flash Sports & Media Holdings Inc. or a similar name.
The agreement stipulates that Flash must provide Urban-gro with a $200,000 cash deposit within 15 days of signing. It also includes a 90-day exclusivity clause preventing Urban-gro from pursuing other similar transactions during that period.
The initial board of directors will include four representatives designated by Urban-gro’s current board and one member appointed by Flash shareholders. After shareholders approve the preferred stock conversion, the composition will shift to four Flash representatives and one Urban-gro representative.
Both companies still need to finalize and execute a definitive merger agreement, which will be subject to the conditions outlined in the letter of intent. Urban-gro will also seek shareholder approval to complete the preferred stock conversion once the transaction is officially closed.
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