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Investing.com -- Urban-gro Inc. (NASDAQ:UGRO) stock surged 29% in premarket trading Tuesday after the company announced it has entered into a binding letter of intent to merge with Flash Sports & Media Inc.
According to the agreement signed on October 14, 2025, Flash stockholders would receive unregistered shares representing 19.99% of Urban-gro’s outstanding common stock immediately before the merger, plus shares of newly-created non-voting preferred stock that would convert to common stock upon stockholder approval.
Following the merger’s completion and assuming full conversion of the preferred stock, former Flash stockholders would own approximately 90% of the combined entity, which would operate under the name Flash Sports & Media Holdings Inc. or a similar name.
The transaction requires Flash to pay Urban-gro a $200,000 cash deposit within 15 days of the letter of intent execution. The agreement includes a 90-day exclusivity period during which Urban-gro cannot pursue similar transactions with other parties.
Initially, the board of directors would consist of four members designated by Urban-gro’s current board and one member designated by former Flash stockholders. This composition would change to one Urban-gro representative and four Flash representatives upon stockholder approval of the preferred stock conversion.
The companies must still negotiate and execute a definitive merger agreement subject to conditions outlined in the letter of intent. Urban-gro will be required to seek stockholder approval for the preferred stock conversion after the merger is completed.
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