FLZH — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-20

• The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and with the audited consolidated financial statements and related notes thereto …

• urban-gro, Inc. (“we,” “us,” “our,” the “Company,” or “urban-gro”) was originally formed on March 20, 2014, as a Colorado limited liability company. On March 10, 2017, we converted to a Colorado corporation and exchanged shares of our common stock for every member’s interest issued and outstanding o…

• On February 17, 2026, the Company completed its merger (the “Merger”) with Flash Sports and Media, Inc. (“Flash”), a Delaware corporation, pursuant to an Agreement and Plan of Merger dated February 17, 2026 (the “Merger Agreement”), by and among the Company, UGRO Merger Sub, Inc., a Delaware corpora…

• Following the completion of the Merger, the Company is a diversified sports, media, and experiential marketing platform focused on the creation, production, and monetization of live events, original content, and branded fan experiences. The Company operates across multiple sports and entertainment v…

• Through its subsidiaries, the Company holds exclusive commercial and media rights to professional cricket leagues, produces international-standard broadcast content, manages franchise operations, and monetizes sponsorship, ticketing, and digital media opportunities across multiple geographies. The C…

Text removed vs the prior filing · source: 10-Q · 2026-02-17

• The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included herein. See also “CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS” on page ii of this Report. When applicable, all share and per share amounts presented …

• In 2025, urban-gro, Inc. was an integrated professional services and design-build firm. We offered value-added architectural, engineering, and construction management solutions to the Controlled Environment Agriculture (“CEA”), industrial, healthcare, and other commercial sectors. Innovation, collab…

• Comparison of Results of Operations for the three months ended September 30, 2025 and 2024

• During the three months ended September 30, 2025, we generated revenues of $2.3 million compared to revenues of $7.98 million during the three months ended September 30, 2024, a decrease of $5.6 million, or approximately 70%. This decrease in revenues is the result of the following changes in indivi…

• ● Construction design-build revenue decreased $2.7 million due to decreases in our construction design-build revenue contracts, and partially offset by:

Text added vs the prior filing · source: 10-Q · 2026-05-20

• Based on that evaluation, our Chief Executive Officer and Chief Financial Officers concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described in our Annual Report on Form 10…

• As disclosed in our Annual Report on Form 10-K, we have identified material weaknesses in our internal control over financial reporting related to (i) insufficient segregation of duties, (ii) limited technical accounting resources, and (iii) inadequate documentation and review of complex accounting …

• We are taking steps to remediate the identified material weaknesses, including: (i) engaging a qualified external accounting firm to assist with complex accounting matters; (ii) implementing additional review procedures for material non-routine transactions; (iii) enhancing our documentation standar…

• Other than the changes resulting from the Merger as described above, there were no changes in our internal control over financial reporting during the three months ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial report…

Text removed vs the prior filing · source: 10-Q · 2026-02-17

• These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated …

• Based on such evaluation, our CEO and CFO concluded, that our disclosure controls and procedures were not effective as of September 30, 2025 because of the material weaknesses resulting from lack of a formalized internal control framework in accordance with COSO, as described in Item 9A of our Annua…

• In light of these material weaknesses, management performed additional analyses, reconciliations, and other post-closing procedures to determine that the Company’s unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. Based on this review, management conclu…

• There were no changes in our internal control over financial reporting during the three months ended September 30, 2025, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or ar…

• As it relates to the material weaknesses that existed as of September 30, 2025, we are in the process of designing and implementing remediation plans and taking steps to address the root cause of the material weaknesses as described in Annual Report on Form 10-K as of December 31, 2024. There have b…

Text added vs the prior filing · source: 10-Q · 2026-05-20

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 includes a discussion of certain risk factors. There have been no material changes to those risk factors, except as set forth below in connection with the Merger:

• ●Integration risk: The integration of Flash and IPG into our operations is complex and subject to significant risks. Failure to successfully integrate could materially harm our business, financial condition, and results of operations.

• ●Dependence on the Lanka Premier League: A substantial portion of our identifiable intangible assets and projected revenue is attributable to IPG’s exclusive Event Rights for the Lanka Premier League under the Master Event Rights Agreement with Sri Lanka Cricket. Loss of these rights, non-renewal of…

• ●Counterparty risk — Sri Lanka Cricket: Our most significant commercial relationship is with Sri Lanka Cricket, the governing body of cricket in Sri Lanka. Any change in Sri Lanka Cricket’s leadership, regulatory status, financial condition, or willingness to perform under our agreement could materi…

• ●Seasonality and revenue concentration: The LPL season is held over approximately three to four weeks per calendar year, resulting in significant seasonality in IPG’s revenues. A substantial portion of our annual revenue is recognized during a single quarter, and operational disruptions during the s…

Text removed vs the prior filing · source: 10-Q · 2026-02-17

• As of the date of this Quarterly Report on Form 10-Q, there have been no additional material changes to the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2024. We may disclose changes to such risk factors or disclose additional risk factors from time…