What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-15 compared with 2026-01-16 · 591 added, 444 removed, 57 unchanged (95% of the section changed)

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 on the date of conversion.

“our,” the “Company,” or “urban-gro”) was originally formed on March 20, 2014, as a Colorado limited liability

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 on the date of conversion.

On October 29, 2020, we reincorporated as a Delaware corporation.

On December 31, 2020, we

effected a 1-for-6 reverse stock split with respect to our common stock.

All information in this Report gives effect to this reverse stock

split, including restating prior period reported amounts.

On February 12, 2021, we completed an uplisting to the Nasdaq Capital Market

(“Nasdaq”) under the ticker symbol “UGRO”.

Since commencing business

in March 2014, we expanded our operations across North America and Europe while diversifying our services offerings organically and through

acquisitions into full design-build solutions by adding design, engineering, construction, and construction-management services, introducing

new equipment solutions, products and services, and successfully diversifying into several additional commercial sectors beyond the initial

cannabis-focused Controlled Environment Agriculture (“CEA”) sector, including produce-focused CEA;

or vertical farming, healthcare,

industrial, commercial packaged goods (“CPG”), and retail.

After making the decision to exit our core business sectors in the

third quarter of 2025 due to changing market conditions and our inability to raise significant funds due to our filing status and compliance

with the Nasdaq, we began the process of selling assets, reducing our work force, and preparing the company for a subsequent merger.

we continue to wind down operations, today, only a single division of our legacy business remains and urban-gro is a value-added reseller

of equipment systems to the Controlled Environment Agriculture (“CEA”) sector.

We work with a select group of manufacturers

and vendor partners to source equipment solutions that our clients utilize when building out their cultivation facilities.

Relationships with Premier Manufacturers

We work closely with leading

technology and manufacturing providers to deliver an integrated solution designed to achieve the stated objectives of our clients.

pride ourselves as being equipment agnostic – meaning we do not have allegiances to any single manufacturer – we offer the

solution that will best meet the design and budget constraints of our client’s and design, engineer, and integrate whatever equipment

fits the client’s needs.

Value-Added Reselling of Cultivation Equipment

We act as an experienced

vendor providing VAR to our clients when selling vetted best-in-class commercial horticulture lighting solutions, rolling and automated

container benching systems, specialty fans, fertigation/irrigation systems, environmental control systems, and microbial mitigation and

odor reduction systems.

The acquired knowledge of how each of these systems work in combination with and in tangent to the overall ecosystem

is a significant benefit that we offer to our clients.

On December 31, 2020,

we effected a 1-for-6 reverse stock split with respect to our common stock.

On February 12, 2021, we completed an uplisting to the Nasdaq

Capital Market (“Nasdaq”) under the ticker symbol “UGRO.” On February 9, 2026, we effected a 1-for-25 reverse stock

split with respect to our common stock.

All information in this Report gives effect to these reverse stock splits, including restating

prior period reported amounts.

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 corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Flash.

As a result of the Merger,

Merger Sub merged with and into Flash, with Flash surviving as a wholly owned subsidiary of the Company.

Following the closing of the

Merger, the Company began operating as a diversified sports, media, and experiential marketing platform under the Flash Sports & Media

The Company intends to change its name to Flash Sports & Media Holdings, Inc.

or a similar name, subject to receipt of stockholder

approval, which the Company intends to seek as soon as reasonably practicable.

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 verticals, leveraging proprietary

intellectual property, strategic partnerships, and high-impact experiential activations to engage global audiences and deliver measurable

value for brands, sponsors, and media partners.

The Company’s platform integrates content creation, event execution, and media distribution

to build scalable businesses within the global sports and entertainment ecosystem.

Flash Sports & Media maintains corporate offices

in the United Arab Emirates (headquarters), India, the United States, South Africa, and Singapore.

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 Company’s

core operating subsidiary, Innovative Production Group FZ LLC (“IPG”), founded in 2015 and headquartered in Fujairah, United

Arab Emirates, is a global sports marketing, league management, ground sponsorship, and production company with more than 30 years of

collective cricket industry experience and deep expertise in international cricket properties and sports media.

IPG is headquartered in

the UAE with branch offices in Sri Lanka, Singapore, India, Malaysia, and Zimbabwe, and has executed projects across 14 countries, including

the United States, Ireland, Scotland, South Africa, Saudi Arabia, Pakistan, Hong Kong, and Afghanistan.

IPG has produced more than 5,000

hours of live sporting event broadcasts over the past seven years and has established working relationships with numerous national cricket

boards, including Cricket South Africa, the Pakistan Cricket Board, Cricket Ireland, Sri Lanka Cricket, the Afghanistan Cricket Board,

Zimbabwe Cricket, Cricket Scotland, the Emirates Cricket Board, Abu Dhabi Cricket, Malaysia Cricket, Kuwait Cricket, and the Asian Cricket

IPG is the exclusive Event Rights Partner for the Lanka Premier League (“LPL”) under a Master Event Rights Agreement

with Sri Lanka Cricket (“SLC”) dated October 14, 2020.

Flash Business and Revenue Streams

The Company derives revenue from multiple streams,

primarily related to the production, commercialization, and management of professional cricket leagues and international cricket events.

The Company’s significant revenue streams are described below:

Production Fee Income.

Production income represents revenue earned from providing end-to-end live broadcast production services for cricket events, including

international bilateral series and T20 tournaments.

Services include pre-event planning, live camera operations (utilizing a minimum of

26 cameras per match, including Hawk-Eye DRS, super slow-motion, spider cam, drone, and 6 DOF robotic “Buggy Cam” technology),

broadcasting infrastructure, technical staffing, satellite uplink and SNG distribution, and post-production.

For the year ended December

31, 2024, production fee income represented approximately 42% of IPG’s total revenue, or approximately $5.1 million.

Franchise Fees.

Company enters into agreements with third-party franchisees that operate individual teams in the LPL.

The LPL currently features five

franchise teams, each of which pays franchise fees in exchange for team ownership and naming rights, jersey sponsorship rights, merchandising

and local sponsorship rights, stadium activation rights, and additional commercial and promotional rights including dugout branding, mascot

rights, post-match ceremony participation, big screen branding, and perimeter board branding.

Each team features a squad of up to 16 players,

including a maximum of six international players from ICC Full/Associate Member Countries.

For the year ended December 31, 2024, franchise

fees represented approximately 29% of IPG’s total revenue, or approximately $3.5 million.

Sponsorship Fees.

Company generates sponsorship income through agreements with corporate sponsors who receive brand visibility across LPL events, including

on-field signage, jersey placements, digital promotions, and title/associate sponsorship designations.

Sponsorship categories include

Title, Powered By, Present By, League Partner, Associate, and Umpire Partner tiers, as well as official brand partners and on-ground stall

IPG has secured sponsorships from a range of major global and regional brands, including Dream11, My11Circle, Daraz, Coca-Cola,

Dettol, Red Bull, Pepsi, LG, Nippon Paint, Valvoline, Dialog, AIA, and others.

For the year ended December 31, 2024, sponsorship fees

represented approximately 20% of IPG’s total revenue, or approximately $2.4 million.

Broadcast and Streaming

The Company earns licensing fees by granting third-party broadcasters and digital platforms the right to air or stream live

cricket content.

The Company’s international media rights cover television, radio, digital, pay television, betting, gaming, in-flight,

mobile, and internet rights on an exclusive basis throughout the world excluding Sri Lanka, where terrestrial media rights are granted

on an exclusive basis.

For the year ended December 31, 2024, broadcast rights represented approximately 5% of IPG’s total revenue,

or approximately $608,000.

Betting Data Rights.

The Company licenses exclusive rights to collect and distribute real-time match data for betting purposes, including delivery of live,

ball-by-ball statistical feeds for LPL tournaments, subject to compliance with applicable laws including ICC guidelines and regulations

and the laws of the countries in which the broadcast takes place.

Other Revenue.

Company also earns revenue from team jersey sponsorship sales, ticketing income from the sale of match tickets to spectators attending

live events, franchisee box catering, ground branding and on-ground sales at match venues, and reimbursement income.

For the year ended

December 31, 2024, other revenue collectively represented approximately 4% of IPG’s total revenue.

The Lanka Premier League

The Lanka Premier League is

a professional franchise T20 cricket league established in 2020 in Sri Lanka, bringing together top Sri Lankan cricketers and leading

international stars.

The LPL is intellectual property owned by Sri Lanka Cricket;

IPG holds the exclusive global commercial and media

rights (excluding certain Sri Lankan domestic rights reserved by SLC) under the Master Event Rights Agreement dated October 14, 2020 (the

“Event Rights Agreement”).

Matches are played in the Twenty20 format by five franchise teams named after Sri Lankan cities:

the Colombo Strikers, Dambulla Sixers, Jaffna Kings, Galle Marvels, and Kandy Falcons.

Each team features a squad of up to 100 local and

50 international players selected through an annual player auction process.

As of the completion of the 2024 season, there have been five

editions of the tournament.

Since its inaugural season

in 2020, the LPL has demonstrated consistent growth in audience reach and sponsorship media valuation.

Season 1 (2020) achieved a TV audience

of approximately 155 million, a digital audience of approximately 218 million, and a sponsorship media valuation of approximately $54.5

Season 2 (2021) grew to a TV audience of approximately 168 million, a digital audience of approximately 228 million, and a sponsorship

media valuation of approximately $82.5 million.

Season 3 (2022) reached a TV audience of approximately 212 million, a digital audience

of approximately 261 million, and a sponsorship media valuation of approximately $114.7 million.

Season 4 (2023) expanded to a TV audience

of approximately 315 million, a digital audience of approximately 282 million, and a sponsorship media valuation of approximately $149.5

The most recent completed season, Season 5 (2024), achieved a TV audience of approximately 380 million, a digital audience of

approximately 293 million, and a total sponsorship media valuation of approximately $176.5 million, representing year-over-year growth

of approximately 18%.

The cumulative sponsorship media valuation across all five LPL seasons from 2020 through 2024 was approximately

$510.2 million.

For Season 5 (2024), the sponsorship media valuation was comprised of approximately $100.9 million attributable to TV,

$37.8 million to OTT/digital platforms, $26.2 million to social media, and $11.6 million to press coverage.

LPL content has been distributed

through major global broadcasters including Star Sports, Sony LIV, Sony Pictures Networks, A Sports HD, Kayo, Willow Live, Fox Sports,

T Sports, Ten Cricket, beIN Sports, Free Sports, SportsMax, and Sony Six, among others.

The sixth edition of the LPL

was staged from December 1 to December 23, 2025, across three premier venues in Sri Lanka — Colombo, Dambulla, and Kandy —

featuring 24 matches over 24 days with five competing franchises.

All match venues are International Cricket stadia owned by SLC.

Under the Event Rights Agreement,

IPG holds four categories of exclusive rights:

(A) Team Franchise / Team Ownership Rights — the right to select, engage, and manage

franchise team owners for the LPL;

(B) International Media Rights and Terrestrial Media Rights — exclusive rights to license television,

radio, digital, pay television, betting, gaming, in-flight, mobile, and internet broadcasting of LPL matches globally;

Rights — rights to manage and sell in-venue branding, including LED boards, boundary signage, stump branding, presentation ceremonies,

and related activations;

and (D) AV Production Rights — the right and obligation to produce all live and highlights content for

LPL matches to internationally recognized ICC standards.

The Event Rights Agreement

has an initial term of five annual tournaments commencing in 2020, with automatic one-year renewals subject to the timely payment of the

Event Rights Fee or provision of a bank guarantee to SLC.

The Company’s rights must be secured annually through the payment of an

Event Rights Fee or the furnishing of an Irrevocable Unconditional Bank Guarantee by March 15 of each year.

Failure to make timely payment

or furnish the required guarantee could result in termination of the Company’s rights for that year.

IPG also holds a first right

of refusal to extend the agreement for an additional five-year term (through 2029), subject to mutually agreed terms.

In consideration for the Event

Rights, IPG pays SLC a minimum guaranteed annual Event Rights Fee.

The minimum guaranteed fee for the launch year was USD 1,500,000 for

a 13-match format and USD 1,925,000 for a 23-match format.

The Event Rights Fee escalates at approximately 10.5% to 11% per year for years

two through five.

For the addition of teams beyond the initial five teams, an additional fee of USD 300,000 per team is payable.

Additionally,

SLC is entitled to a revenue share of 10% of ground sponsorship and international media rights revenue during the first two years of the

agreement, increasing to 20% for years three through five.

SLC also receives USD 20,000 per year in consideration for terrestrial media

The Event Rights Fee is payable net of all taxes, withholdings, and bank charges.

SLC is responsible for all

costs related to the Match Control Team including per diems, catering for match officials and staff, cricket balls, venue costs, security,

janitorial and marketing communications costs, certain administrative expenses, and a component of the prize money.

SLC releases to the

Event Rights Partner the entirety of the ticket sales revenue generated from all LPL matches during the term of the agreement.

Rights Partner bears all costs and responsibility for printing, marketing, and the sale of tickets, subject to SLC’s prior approval

of ticket design.

SLC reserves the President’s and Minister’s Boxes, a VIP Box, 100 grand stand tickets, and 50 complimentary

tickets on each tier, at no cost to SLC.

Geographic Expansion

In addition to the LPL in

Sri Lanka, IPG holds or has secured exclusive league management and commercial rights for several additional cricket properties in various

stages of development.

IPG holds exclusive 10-year rights to the Singapore T10 League, awarded by the Singapore Cricket Association, which

encompasses TV and digital broadcasting rights, production rights, franchise sales rights, and league management rights for what is expected

to be the first T10 cricket league featuring both men’s and women’s competitions, with six teams in the initial year expanding

to eight from the third year.

IPG holds exclusive 10-year rights to the Malaysian T20 League under a long-term agreement with the Malaysian

Cricket Association on an exclusive basis, covering linear TV, digital, operations, marketing, and commercial rights.

IPG holds exclusive

20-year rights to the Zimbabwe T20 Cricket League under an agreement with Zimbabwe Cricket, encompassing full league management, broadcasting,

sponsorship, and franchise rights.

IPG also holds exclusive 20-year rights to Kuwait’s T20 League, T10 League, and Legends League

under an agreement with Kuwait Cricket.

These expansion initiatives are in various stages of development and are expected to extend the

Company’s footprint across high-growth emerging cricket markets.

There can be no assurance that any of these expansion initiatives

will be completed on the terms anticipated, or at all, or that they will generate the revenue or returns expected.

For the year ended

December 31, 2024, approximately 82% of IPG’s total revenue was generated from customers based in Sri Lanka, with the remaining

18% derived from Zimbabwe.

Technology and Live Production Capabilities

The Company operates at the

intersection of cutting-edge broadcast engineering and experiential digital entertainment.

Our infrastructure enables seamless content

delivery across television, live streaming, and in-person activations from international cricket stadia and other venues.

of ensuring that the production quality conforms to internationally recognized standards in keeping with ICC regulations as well as ensuring

the brand image of SLC and of the LPL is duly maintained and built, the Company and its sub-licensees are required to meet minimum audio-visual

production standards as set out in the Event Rights Agreement.

Key production capabilities

live broadcast engineering utilizing 26 cameras per match (including 6 DOF robotic dolly Buggy Cam, Hawk-Eye DRS with minimum

specifications, super slow-motion cameras (Sony HDC-4300 4K / LDX86 or similar), ultra-slow-motion cameras (NAC or similar), stump cameras

with Zing LED technology, spider cam, drone, and standard Sony HDC 2500/3500 / HDK97 cameras);

Grass Valley Kayak HD 3.5 M/E vision mixing;

EVS XT3 8/12-channel replay systems;

Canon/Fujinon Super Wide lens arrays;

satellite uplink and SNG distribution capabilities;

technology for Decision Review System at the discretion of SLC.

The Company is required to commit to broadcast/stream the feed live in

full, covering every ball of each game, and to deliver a Clean Feed in High Definition in 16:9 aspect ratio, fully edited, completed,

titled and synchronized as to dialogue, music and effects.

The Company also maintains

studio and event production capabilities for the production of multiplatform content, branded formats, and digital programming, including

comprehensive studio shows aired before, during, and after each day’s play.

IPG’s broadcast technology platform includes Hawkeye

DRS, spider cameras, drone cameras, buggy cameras, 3D HD cameras, and AR/VR graphics capabilities.

IPG partners with leading cricket graphics

solution providers, including aegraphics.tv and wTVision, which maintain long-standing working relationships with many of the world’s

leading broadcasters, production houses, and sports governing bodies.

IPG’s production crew includes experienced and world-renowned

directors, skilled producers, cameramen, EVS operators, and broadcast engineers.

Recent live broadcast productions (2023–2025) include

the Bangladesh Tour of Sri Lanka, the West Indies Tour of Sri Lanka, the India Tour of Sri Lanka, LPL Seasons 4 and 5, the Legends Cricket

Trophy, the Afghanistan Tour of Sri Lanka, the Zimbabwe Tour of Sri Lanka, ACC Men’s Under 19 Asia Cup, and the Ireland Tour of

Zimbabwe, among others.

These capabilities have also been applied to production for international cricket bilateral series across multiple

continents since 2015.

Growth Strategy — Planned Verticals and

Strategic Initiatives

Beyond the core IPG cricket

operations, the Company is evaluating and pursuing a number of strategic initiatives to expand the Flash Sports & Media platform into

adjacent verticals.

These initiatives are in early stages and are subject to the negotiation and execution of definitive agreements, regulatory

approvals, and the availability of sufficient capital.

There can be no assurance that any of these initiatives will be consummated on

the terms described below, or at all.

Our Competition

For equipment sales, we currently

view our competition to be focused on predominantly commodity “off-the-shelf” items like lighting and other cultivation staple

products, both pre-startup and post-startup.

This competition comes from traditional wholesale horticulture dealers, online retailers,

and some manufacturers who sell direct.

We primarily market and sell our solutions to clients in the CEA sector.

In the CEA sector, our clients include operators and facilitators in both the cannabis and produce markets in the United States and Canada.

urban-gro at December 31, 2024

As of December 31, 2024, and building on the acquisition of engineering,

architecture, and construction management firms, we were an integrated professional services and Design-Build firm offering value-added

architectural, engineering, and construction management solutions to the CEA, industrial, healthcare, and other sectors.

We derived income

from our ability to generate revenue from our clients through the billing of our employees’ time spent on client projects.

value-added architectural, engineering, systems procurement and integration, and construction design-build solutions to customers operating

in the CEA and industrial and other commercial (“Commercial”) sectors.

Clients, regardless of sector they are in, had engaged

us to deliver their vision because of our experience and expertise, and because our integrated, design-build solutions offer a value-add

approach to design, engineering, procurement, construction-management, construction, and equipment integration, providing a single point

of accountability across all aspects of a project.

For our CEA clients in particular, we created high-performance indoor cultivation facilities

to grow specialty crops, including cannabis as well as produce such as leafy greens, vegetables, herbs and berries.

While we successfully diversified our target markets across several

commercial sectors, the majority of our clients were commercial CEA cultivators as we believed that a key differentiation point that clients

values is the depth of our employees’ and Company’s experience.

As of December 31, 2024, we employed approximately 130 full

time employees, approximately two-thirds of which were considered experts in their areas of focus.

Our team included Designers (Architects,

Interior Designers, Cultivation Space Planners), Engineers (Mechanical, Electrical, Plumbing, Controls, and Fire Protection), Construction

Managers (Project Managers and Supervisors), and horticulturists.

As a company, we have worked on over 1000 CEA projects, and believe

that the experience of our team and Company provides clients with the confidence that will proactively keep them from making common costly

mistakes during the design and build process that would impact operational stages.

Our expertise translates into clients saving time,

money, and resources through expertise that they can leverage without having to add headcount to their own operations.

We provide this

experience in addition to offering a platform of the highest quality equipment systems that can be integrated holistically into our clients’

Our Solutions in 2024

Over the past decade we expanded our ongoing operations across North

America and Europe while diversifying our services offerings organically and through acquisitions into full design-build solutions by

adding design, engineering, construction, and construction-management services, introducing new equipment solutions, products and services,

and successfully diversifying into several additional commercial sectors beyond cannabis-focused CEA, including produce-focused CEA;

vertical farming, healthcare, industrial, commercial packaged goods (“CPG”), and retail.

We became a trusted partner and adviser

to our clients and provided value to our clients regardless of the sector.

As is detailed in the Project Delivery Comparison chart below,

in the CEA sector, the advantages of the urban-gro design-build model vs the traditional owner-contracted model were clear.

a single responsible party for our clients’ needs from conception through operational start.

This resulted in greater efficiencies

throughout the design-build process and a faster speed to launch.

Additionally, our experience and expertise within our sectors helped

to prevent costly mistakes for our clients.

Outlined below is an example

of a complete end-to-end design-build project that demonstrates how we provided value to our clients over time.

Our Service Solutions in 2024

Architectural Design,

Engineering, and Construction Services

In 2024, we generated revenue

by providing our clients with design-build service offerings that included architectural, interior, and engineering design, construction

and construction management, as well as services for the operational stages of the facility.

Our in-house architectural, interior design,

engineering, construction and cultivation design services integrated design with pre-construction services and thereby reduced project

schedule and capital investments.

Pre-Construction Services

included providing a forecast summary of what it will take to get a high-performance facility built, giving initial indication and detailed

analysis of budget, timeline/schedule, and potential large decision impacts including value analysis and value engineering options.

integration of Pre-Construction Services can expedite project completion, lower initial project costs, and help reduce costly change

CSP is an early-stage engagement

with stakeholders that provides an optimized basis of design including the interaction of people, plants, and processes.

The output of

CSP provided an optimized analysis of spatial needs based on stipulated criteria and could accelerate construction and regulatory approval

paths, save stakeholders money and time, and enable a process-driven decision-making approach.

Architectural Design is the

implementation of a defined process from development of vision to built environment.

Architecture includes the integration and coordination

of all project required disciplines such as civil, landscape, structural, mechanical, plumbing and electrical engineering, fire protection,

security, interior design, and other specialty disciplines.

Interior Design involves branding and development of the interior aesthetic

Interior design is holistic and thereby includes all aspects of the building interiors from full branding to the selection and

design of all finishes and interior systems.

Common discussions beyond aesthetics include the cost, durability, and maintainability of

systems presented.

Mechanical, Electrical, and Plumbing (“MEP”)

engineering design focuses on the entire building, not just the cultivation space, which in turn eliminates the “gap” between

cultivation systems and the building systems.

We provided engineered construction contract documents for mechanical, HVAC, plumbing and

electrical systems required for the building permits necessary to obtain a Certificate of Occupancy.

ICD creates cultivation space-focused

design layouts that integrate climate control, fertigation, benching, air flow, and lighting.

Our ICD team’s deep understanding

of cultivation systems provided the foundation for ensuring optimal space utilization as they utilized an integrated and collaborative

design process focused on understanding, vetting, and implementing the client’s vision.

Construction and Construction Management

provided all the additional necessary parts to deliver our clients’ projects, from the initial estimate and bid process, to subcontractor

selection, and management of all construction details.

Our Additional Service Offerings in 2024

Our Facility and Equipment

Commissioning Services provided a cultivation-level view of the complex system made up by each piece of equipment and ensures systems

are running properly.

Many of the current service options available to CEA cultivation clients are isolated to vendors providing post-sale

service for a single piece of equipment.

Our team confirmed contractors and specialty trades are installing systems to the design intent

allowing for rapid installation, continuous process improvement, and increased revenue for our clients.

gro-care ® is

a highly differentiated service offering that provides a combination of CEA cultivation facility commissioning and an asset protection

program through training, equipment maintenance, on-demand support, standard operating procedures (“SOP”), and a client-specific

OSS that acts as an online hub for clients’ ongoing services.

Combined, this solution focused on the troubleshooting, tuning, and

support of a myriad of cultivation systems and equipment while further providing guidance for client interactions with tradespeople working

on HVAC, electrical, and plumbing in the facility on an ongoing basis.

Our Integrated Equipment Solutions in 2024

While our engineers played

an integral part in the design of most of the complex equipment systems that are then integrated into a CEA facility, we also provided

consultative reselling of more common solutions that we integrated into the overall design.

For CEA, the environmental goal is to maintain

a stable and consistent vapor pressure deficit (“VPD”) according to the client’s priorities through environmental control

of relative humidity and temperature during all stages of growth.

There are four main variables in CEA that affect plant growth (and

can impact VPD):

(i) water and nutrients;

(ii) environmental control;

and (iv) lighting.

The complex equipment

systems that we had designed and procured for our clients played an important role in helping control and maintain the cultivation facility’s

environment for plants.

Design, Source, and Integration

of Complex Environmental Equipment Systems

Complex Environment Systems

for CEA include environmental controls, fertigation and irrigation distribution, a complete line of water treatment and wastewater reclamation

systems, and HVAC equipment systems.

As related to systems and equipment, the most significant and influential

variable within a CEA facility is the ability to control and maintain the cultivation environment.

This is accomplished through the integration

of mechanical systems (HVAC), lighting, air movement systems, irrigation systems, and environmental controls.

Maintaining a consistent

desired temperature and humidity level within the cultivation spaces ensures less stress on plants.

urban-gro designed these systems to

fit within our clients’ budgets and provided our clients’ facilities a more stable environment to

maximize plant health and yields, minimize crop loss, minimize utility costs, save on capital equipment, and maximize sustainability.

Our Clients in 2024

We primarily marketed and

sold our solutions to clients in the CEA and Commercial sectors.

In the CEA sector, our clients included operators and facilitators in

both the cannabis and produce markets in the United States, Canada, and Europe.

In the Commercial sector, we worked with leading food

and beverage consumer packaged goods companies in the United States, and clients in healthcare, higher education, and hospitality.

As it relates to our business

conducted in the legalized cannabis-focused CEA segment, the regulations for each region are detailed as follows.

While we do not generate any revenue from the direct sale of cannabis

products, we have historically, and may continue to, offer our solutions to indoor cultivators that are engaged in various aspects of

the cannabis industry.

Tetrahydrocannabinol (“THC”), one of the main active chemicals in cannabis, is a Schedule I controlled

substance and is illegal under federal law.

Even in those states in which the use of cannabis has been legalized, its use remains a violation

of federal laws.

A Schedule I controlled substance

is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision

and a high potential for abuse.

The Department of Justice defines Schedule I controlled substances as “the most dangerous drugs of

all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce

the Controlled Substances Act with respect to cannabis, persons that are charged with distributing, possessing with intent to distribute,

or growing cannabis could be subject to fines and terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us.

we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the federal or state

Since the use of THC is illegal

under federal law, most federally chartered banks will not accept deposit funds from businesses involved with cannabis.

Consequently,

businesses involved in the cannabis industry generally bank with state-chartered banks and credit unions who provide banking to the industry.

Although cultivation and distribution

of cannabis for medical use is permitted in many states, subject to compliance with applicable state and local laws, rules, and regulations,

THC is illegal under federal law.

Strict enforcement of federal law regarding cannabis could result in material adverse effects on our

business and revenues.

Though the cultivation and distribution of cannabis containing THC remains illegal under federal law, H.R.

enacted by Congress on December 16, 2014, provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated

and Further Continuing Appropriations Act may be used to prevent states from implementing their own laws that authorize the use, distribution,

possession, or cultivation of medical cannabis.

While this appropriations measure has remained in effect from 2016 through 2022, continued

re-authorization cannot be guaranteed.

If this appropriations rider is no longer in effect, the risk of federal enforcement and override

of state cannabis laws would increase.

However, state laws do not supersede the prohibitions set forth in the federal drug laws.

In order to participate in

either the medical or adult use sides of the cannabis industry, all businesses must obtain licenses from the state and local jurisdictions.

In addition, in most jurisdictions, all owners and employees must obtain an occupational license to be permitted to own or work in a facility.

Applicants for licenses undergo a background investigation, including a criminal record check for all owners and employees.

Laws and regulations affecting

the medical cannabis industry are constantly changing, which could detrimentally affect our existing and proposed operations.

and federal medical cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to

incur substantial costs associated with compliance or alter our business plan.

In addition, violations of these laws, or allegations of

such violations, could disrupt our business and result in a material adverse effect on our operations.

Regulations may be enacted in the

future that may be directly applicable to our business.

We cannot predict the nature of any future laws, regulations, interpretations

or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when

and if promulgated, could have on our business.

Binding Letter of Intent with Flash Sports & Media, Inc.

On October 14, 2025, we entered into a binding

letter of intent (the “LOI”) with Flash Sports & Media, Inc.

(“Flash”) regarding a proposed transaction

pursuant to which the parties intend to merge Flash with and into a newly formed wholly-owned subsidiary of us, which would then merge

with and into a second wholly-owned subsidiary of us (collectively, the “Merger”).

Pursuant to the LOI, the parties have

agreed, subject to satisfaction of certain conditions, to negotiate and execute a definitive merger agreement in accordance with the

terms set forth in the LOI.

Flash paid us a cash deposit of $200,000 within fifteen days following the date of the LOI.

In connection with the Merger, the stockholders

of Flash would receive (i) unregistered shares of our common stock equal to 19.99% of the outstanding shares of common stock as of immediately

prior to the Merger, and (ii) unregistered shares of a newly-created series of non-voting preferred stock that would be economically

equivalent to common stock (the “Preferred Stock”) and would automatically convert into common stock upon receipt of approval

by our stockholders.

The LOI contemplates that the former stockholders of Flash would own approximately 90% of the resulting company

following the Merger, assuming full conversion of the Preferred Stock.

Upon closing of the Merger, we would change our name to Flash

Sports & Media Holdings, Inc.

or a similar name.

We would be required to obtain approval of its stockholders for conversion of the

Preferred Stock as soon as reasonably practicable following the Merger.

The LOI provides that following the Merger, our

board of directors (the “Board”) would be reconstituted such that four members of the Board would be designated by the Board

prior to the Merger and one member of the Board would be designated by the former stockholders of Flash.

Upon approval of our stockholders

for the conversion of the Preferred Stock, the Board would be further reconstituted such that one member of the Board would be designated

by the Board prior to the Merger and four members of the Board would be designated by the former stockholders of Flash.

The LOI provides for an exclusivity period of

90 days following the execution of the LOI.

During that period, we agreed that neither us nor our affiliates will, among other things,

solicit, provide any information or enter into any agreement with any other party concerning a transaction similar to the Merger.

For an overview of additional

developments in the business since December 31, 2024, note ‘section 18, subsequent events.’

The Company operates in a

competitive landscape that includes other sports media, event management, and rights-holding companies.

In the T20 cricket league space,

the Company competes for viewership, sponsorship, and franchise investment with established leagues including the Indian Premier League

(IPL), Big Bash League (BBL), Caribbean Premier League (CPL), Pakistan Super League (PSL), and SA20, among others.

In the broader sports

media and experiential marketing space, we compete with global sports marketing agencies, broadcast production houses, and digital entertainment

Many of our competitors have significantly greater financial, technical, marketing, and other resources than we do.

our competitive advantages include our exclusive long-term contractual rights to the LPL and multiple other emerging cricket leagues,

our vertically integrated model spanning rights ownership, production, franchise management, sponsorship sales, and media distribution,

our track record of more than 5,000 hours of live broadcast production and established relationships with numerous national cricket boards,

our demonstrated ability to grow the LPL’s sponsorship media valuation from approximately $54.5 million in Season 1 to approximately

$176.5 million in Season 5, our global footprint with offices in six countries and operational experience across 14 countries, and our

multi-market expansion strategy targeting high-growth emerging cricket markets.

The Company’s clients

and commercial counterparties include franchise team owners, corporate sponsors, broadcasters and digital streaming platforms, sports

governing bodies, and media distribution agencies.

IPG maintains working relationships with leading sports media agencies, including Sunset+Vine,

ITW, and IMG Reliance, which facilitate the distribution and monetization of IPG’s broadcast and media content globally.

sales to four customers individually exceeded 10% of the Company’s total revenue.

Collectively, these customers represented approximately

53% of total revenue.

The Company’s reliance on these major customers presents a concentration risk.

The loss of any of these customers

or a significant reduction in their orders could have a material adverse effect on the Company’s financial performance.

continues to focus on efforts to diversify its customer base and geographic reach to mitigate such risks.

Intellectual Property

The success of our business

depends, in part, on our ability to maintain and protect our proprietary technologies, information, processes and know-how.

We rely primarily

on patent, trademark, copyright and trade secret laws in the U.S.

and similar laws in other countries, confidentiality agreements and

procedures and other contractual arrangements to protect our technology and confidential information.

Our patents are limited to certain

sensors that we obtain from third party manufacturers that do not contribute materially to our sales or profitability.

Our trademarks

are solely for branding purposes, although we no longer sell any goods or services under the Soleil brand.

We rely on trade secret protection

and confidentiality agreements to safeguard our interests with respect to proprietary know-how that is not patentable and processes for

which patents are difficult to enforce.

We believe that many elements of our design and engineering processes involve proprietary know-how,

technology or data that are not covered by patents or patent applications, including technical processes, test equipment designs, algorithms

and procedures.

Our policy is for our employees

to enter into confidentiality and proprietary information agreements with us to address intellectual property protection issues and require

our employees to assign to us all of the inventions, designs and technologies they develop during the course of employment with us.

we might not have entered into such agreements with all applicable personnel, and such agreements might not be self-executing.

such individuals could breach the terms of such agreements.

We attempt to protect our

intellectual property via the deployment of non-disclosure agreements with both prospective clients and business partners as well as

however, these non-disclosure agreements may not prevent a third party from infringing upon our rights.

The Company’s intellectual

property consists primarily of its contractual rights under the Event Rights Agreement with SLC, which grants exclusive commercial exploitation

rights for the LPL.

All intellectual property related to the LPL brand, including without limitation the LPL name, logo, trade names,

trademarks, and marks (collectively, “SLC’s IP”), remains at all times vested in, and the sole and exclusive property

of, SLC absolutely.

At SLC’s request, the Event Rights Partner shall forthwith discontinue use of and return or destroy any material

containing any of SLC’s IP.

Nothing contained in the Event Rights Agreement shall have the effect of assigning or otherwise transferring

any SLC intellectual property rights or marks to the Event Rights Partner or third party.

All proprietary rights and intellectual property

rights in respect of the Clean Feed and Highlights produced by the Event Rights Partner and/or its licensees for purposes of AV Production

Rights vest absolutely with SLC.

The Company also holds proprietary

intellectual property related to its production processes, technical know-how, and operational methodologies for live broadcast production

of cricket and other sporting events.

The Company may hold trademarks related to the Flash Sports & Media brand and associated sub-brands,

which are in the process of being formalized.

Human Capital

As of December 31, 2024, we employed approximately 130 employees.

As of December 31, 2025, the

Company has approximately 5 employees, representing the core values and objectives of the Company.

Our employees are our most important assets, and they set the foundation

for our ability to achieve our strategic objectives.

Our employees play a central role in the success of our long-term strategy.

direct the management of our company and are built on the foundation that our people and the way we treat one another promote inclusion,

creativity, innovation, and productivity, which drives the Company’s success.

We believe we offer fair, competitive compensation

and benefits that support our employees’ overall well-being and foster their growth and development.

The Company’s operations

are subject to a variety of laws and regulations across the jurisdictions in which it operates, including the United States, the United

Arab Emirates, Sri Lanka, and other countries where it holds or exploits media and commercial rights.

International Cricket Council

(ICC) Regulations.

The Company’s operations in connection with the LPL are subject to ICC requirements, guidelines, and codes

of conduct, including anti-corruption codes, anti-doping regulations, and broadcast production standards.

The Event Rights Partner and/or

any of its sub-licensees and/or any Team Franchise Holder/Team Owner shall be governed by the relevant ICC requirements, guidelines and

codes of conduct and any documents with regard to such requirements, guidelines and codes of conduct are developed by SLC for the SLC,

LPL keeping in line with the relevant ICC documents on same.

Team Franchise Holders/Team Owners shall not be engaged in any betting, wagering,

or similar activity and/or be involved in products such as alcohol and tobacco products as would constitute any actual or perceived conflict

with the anti-corruption codes and best practices applicable to the game of cricket in Sri Lanka.

Sri Lankan Law.

Event Rights Agreement is governed by and construed in all aspects in accordance with the laws of Sri Lanka.

Any disputes arising in relation

to the agreement shall be resolved by arbitration in accordance with the Rules of the International Chamber of Commerce in Colombo, Sri

Lanka, with proceedings conducted in English.

United Arab Emirates Law.

IPG is incorporated in the Fujairah Media Free Zone under UAE law.

Effective January 1, 2024, the United Arab Emirates introduced a federal

Corporate Tax regime under Federal Decree-Law No.

47 of 2022 on the Taxation of Corporations and Businesses.

Under this law, taxable income

exceeding the exemption threshold is subject to corporate tax at a standard rate of 9%.

In accordance with Article 37 of the UAE Corporate

Tax Law, tax losses incurred in a financial year may be carried forward and utilized to offset up to 75% of the taxable income in subsequent

financial years.

Securities Regulation.

As a public company listed on the Nasdaq Capital Market, the Company is subject to the Securities Exchange Act of 1934, the Sarbanes-Oxley

Act of 2002, and the rules and regulations of the SEC and Nasdaq.

Anti-Corruption and Anti-Bribery.

The Company’s operations in multiple international jurisdictions subject it to anti-corruption and anti-bribery laws, including

Foreign Corrupt Practices Act.

The Event Rights Agreement includes specific representations and covenants by the Event Rights

Partner that it, its sub-licensees, affiliates, officers, directors, employees and agents, and the Team Franchise Holders/Team Owners

shall at all times comply with all anti-corruption and/or anti-bribery laws of Sri Lanka, the laws applicable in the whole of or any part

of the Territory, and as are or may be applicable in the performance of the agreement.

Betting and Gaming Regulations.

The Company licenses betting data rights in connection with LPL matches.

Advertising in respect of tobacco, liquor, and gambling would

not be permitted in Sri Lanka, including any other prohibitions as stipulated by local laws and regulations and ICC from time to time.

In respect of the rest of the world, the Event Rights Partner shall ensure that the laws and regulations applicable to the countries in

which the broadcast takes place are adhered to and that ICC rules and regulations should always be complied with in respect of advertising

of tobacco, liquor, and gambling.

Legacy Operations — Controlled Environment

Prior to the Merger, the Company historically operated as an integrated

professional services and design-build firm offering value-added architectural, engineering, and construction management solutions to

the Controlled Environment Agriculture (“CEA”), industrial, healthcare, and other commercial sectors.

After making the decision

to exit its core business sectors in the third quarter of 2025 due to changing market conditions and the Company’s inability to

raise significant funds due to its filing status and compliance with the Nasdaq, the Company began the process of selling assets, reducing

its workforce, and preparing for the Merger.

The wind-down of legacy operations proceeded as follows:

In mid-July 2025, the Board of Directors

commenced discussions regarding the disposition of the Services business, and on July 30, 2025 the Board voted to proceed with the sale.

On August 14, 2025, the Company entered into a non-binding letter of intent to sell substantially all of the assets of 2WR of Georgia,

On August 27, 2025, the transaction was consummated as a sale of the stock of 2WR of Georgia, Inc.

On August 21, 2025, Gemini Finance

foreclosed on the assets of UG Construction, Inc.

(“UG Construction”) in connection with a default under the terms of

its loan to UG Construction.

On September 4, 2025, Gemini acquired the assets of UG Construction in connection with an Article 9 sale,

effectively shutting down the Construction business;

all Construction assets were written off as of September 30, 2025.

On November 5,

2025, the Company sold certain customer lists of 2WR of Colorado, Inc.

to the same counterparty that acquired 2WR of Georgia, Inc.

$143,000 in cash.

The Company ceased operations of UG Engineering during the third/fourth quarter of 2025, effectively discontinuing all

remaining Services operations.

Due to cash flow issues, the Company laid off all of its sales team, including those targeting equipment

sales, during the third quarter of 2025, resulting in virtually no equipment revenue in the fourth quarter of 2025.

During the fourth

quarter of 2025, the Company wound down its remaining services businesses and furloughed those employees.

The Services business was presented

as discontinued operations in the Company’s Form 10-Q for September 30, 2025, and prior period balances were reclassified for comparative

purposes in accordance with ASC 205-20.

As of December 31, 2025, the

legacy CEA business had been substantially wound down.

The Company’s equipment reselling division, which historically operated as

a value-added reseller of equipment systems to the CEA sector working with a select group of manufacturers and vendor partners, generated

virtually no revenue in the fourth quarter of 2025 following the layoff of the entire sales team during the third quarter.

The historical

financial results for the fiscal year ended December 31, 2025 presented elsewhere in this Report reflect the legacy urban-gro operations,

as the Merger closed subsequent to the period end on February 17, 2026.

For an overview of additional developments in the business since

December 31, 2025, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

— Subsequent Events.”

Binding Letter of Intent and Merger with Flash

Sports & Media, Inc.

On October 14, 2025, we entered

into a binding letter of intent (the “LOI”) with Flash Sports & Media, Inc.

(“Flash”), led by Chief Executive

Officer Suren Ajjarapu, regarding a proposed transaction pursuant to which the parties intended to merge Flash with and into a newly formed

wholly-owned subsidiary of us, which would then merge with and into a second wholly-owned subsidiary of us (collectively, the “Merger”).

Pursuant to the LOI, Flash was valued at $180 million for purposes of the transaction.

The parties agreed, subject to satisfaction of

certain conditions, to negotiate and execute a definitive merger agreement in accordance with the terms set forth in the LOI.

us a cash deposit of $200,000 within fifteen days following the date of the LOI.

In connection with the Merger,

the stockholders of Flash would receive (i) unregistered shares of our common stock equal to 19.99% of the outstanding shares of common

stock as of immediately prior to the Merger, and (ii) unregistered shares of a newly-created series of non-voting preferred stock (the

“Preferred Stock”) that would be economically equivalent to common stock and would automatically convert into common stock upon

receipt of approval by our stockholders.

The LOI contemplated that the former stockholders of Flash would own approximately 90% of the

resulting company following the Merger, assuming full conversion of the Preferred Stock.

Upon closing of the Merger, we would change our

name to Flash Sports & Media Holdings, Inc.

or a similar name, subject to stockholder approval.

The Merger was completed on February

For further details on the terms of the Merger, see “Item 7 — Management’s Discussion and Analysis of Financial

Condition and Results of Operations — Subsequent Events.”

Recent Developments

Gemini Loan Agreement Amendment and Default

On December 13, 2023, our wholly-owned subsidiary UG Construction,

On December 13, 2023, our

wholly-owned subsidiary UG Construction, Inc.

d/b/a Emerald Construction Management, Inc.

(“UG Construction”) entered into (i) an interest only asset based revolving

loan agreement (the “Loan Agreement”) with Gemini Finance Corp.

(“Gemini”) pursuant to which Gemini extended to

UG Construction a secured line of credit in an amount not to exceed $10,000,000, to be used to assist UG Construction and us with cash

management, and (ii) a Secured Promissory Note - Revolving issued by UG Construction to Gemini (the “Promissory Note”).

to the Promissory Note, each draw was due and payable on or before 180 days after such draw is funded to UG Construction, subject to a

mandatory pre-payment upon UG Construction’s receipt of payment for any invoice previously submitted and approved for financing

On March 18, 2025, UG Construction entered into

an amendment to the Loan Agreement and Promissory Note and waiver with Gemini (the “Amendment”).

(“UG Construction”) entered into

(i) an interest only asset based revolving loan agreement (the “Loan Agreement”) with Gemini Finance Corp.

pursuant to which Gemini extended to UG Construction a secured line of credit in an amount not to exceed $10,000,000, to be used to assist

UG Construction and us with cash management, and (ii) a Secured Promissory Note - Revolving issued by UG Construction to Gemini (the “Promissory

Pursuant to the Promissory Note, each draw was due and payable on or before 180 days after such draw is funded to UG Construction,

subject to a mandatory pre-payment upon UG Construction’s receipt of payment for any invoice previously submitted and approved for

financing by Gemini.

On March 18, 2025, UG Construction

entered into an amendment to the Loan Agreement and Promissory Note and waiver with Gemini (the “Amendment”).

the Amendment, Gemini waived any potential or perceived events of default arising under certain circumstances, which events did not constitute

specified events of default under the Promissory Note or the Loan Agreement.

Pursuant to the Amendment,

Gemini waived any potential or perceived events of default arising under certain circumstances, which events did not constitute specified

events of default under the Promissory Note or the Loan Agreement.

Pursuant to the Amendment, the Promissory Note was amended to provide

that (i) the term during which Gemini may consider advances under the Loan Agreement has been extended to January 1, 2026, and (ii) the

interest applied on the outstanding principal amount of the Promissory Note will accrue interest at an annual rate of 12%, and all accrued

and unpaid interest shall be paid to Gemini on the first business day of each month for the prior month.

The Amendment also amended the

Loan Agreement to require monthly reporting of certain accounts receivable and to include a covenant that such accounts receivable equal

or exceed 125% of the sum of the total amount drawn down under the Promissory Note, plus outstanding interest, as of the applicable measurement

In connection with the execution of the Amendment, we issued to Gemini, as an amendment fee, 150,000 shares of our common stock.

On July 31, 2025, Gemini issued a notice of

default to UG Construction claiming that UG Construction was in default under the line of credit due to a failure to submit receivables

calculations and failing to maintain sufficient eligible accounts and to forward accounts receivable.

The notice indicated that the remaining

outstanding amount due under the line of credit of approximately $1.76 million was immediately due and payable with default of 1%

per week accruing from the June 16, 2025 date of default claimed by Gemini, and that Gemini intended to pursue legal action if full payment

was not received by August 8, 2025.

On August 21, 2025, we received a notification

from Gemini stating that Gemini would proceed with a foreclosure and private sale of substantially all of the assets of UG Construction

in an Article 9 sale process, pursuant to Section 9601 et seq.

the Promissory Note was amended to provide that (i) the term during which Gemini may consider advances under the Loan Agreement has been

extended to January 1, 2026, and (ii) the interest applied on the outstanding principal amount of the Promissory Note will accrue interest

at an annual rate of 12%, and all accrued and unpaid interest shall be paid to Gemini on the first business day of each month for the

The Amendment also amended the Loan Agreement to require monthly reporting of certain accounts receivable and to include

a covenant that such accounts receivable equal or exceed 125% of the sum of the total amount drawn down under the Promissory Note, plus

outstanding interest, as of the applicable measurement date.

In connection with the execution of the Amendment, we issued to Gemini, as

an amendment fee, 150,000 shares of our common stock, or 6,000 shares after giving effect to a 1-for-25 reverse stock split.

On July 31, 2025, Gemini issued

a notice of default to UG Construction claiming that UG Construction was in default under the line of credit due to a failure to

submit receivables calculations and failing to maintain sufficient eligible accounts and to forward accounts receivable.

The notice indicated

that the remaining outstanding amount due under the line of credit of approximately $1.76 million was immediately due and payable with

default of 1% per week accruing from the June 16, 2025 date of default claimed by Gemini, and that Gemini intended to pursue legal

action if full payment was not received by August 8, 2025.

On August 21, 2025, we received

a notification from Gemini stating that Gemini would proceed with a foreclosure and private sale of substantially all of the assets of

UG Construction in an Article 9 sale process, pursuant to Section 9601 et seq.

of the California Commercial Code (the “Asset Sale”).

Asset Sale occurred on September 4, 2025, at which Gemini acquired the assets constituting the collateral under the line of credit for

On August 29, 2025, Gemini commenced a lawsuit

captioned Gemini Finance Corp.

The Asset Sale occurred on September 4, 2025, at which Gemini acquired the assets constituting the collateral under the line of credit

for $450,000.

This Gemini foreclosure event (UG Construction assets) is separate

from the August 27, 2025 Stock and Asset Purchase Agreement relating to 2WR of Georgia, Inc.;

both events are components of the Company’s

broader wind-down of legacy CEA operations and are each discussed in Note 4 – Discontinued Operations.

The foreclosure was a non-cash

the assets were derecognized at their carrying value, a loss on foreclosure was recognized in the consolidated statements

of operations, and the transaction is reflected as a non-cash adjustment in the consolidated statements of cash flows.

On August 29, 2025, Gemini

commenced a lawsuit captioned Gemini Finance Corp.

UG Construction, Inc.

, case number 25CV2259 W SBC, in the U.S.

District Court for

the Southern District of California, which lawsuit (the “Lawsuit”) included us and certain of our officers as defendants

and pursuant to which Gemini claimed it was owed $1,486,189 (the “Claim Amount”).

On September 26, 2025, we entered into a Settlement and Mutual General

Release (the “Gemini Settlement Agreement”) with Gemini.

Pursuant to the terms of the Gemini Settlement Agreement, among other

things, we agreed to file a joint motion requesting an expedited fairness hearing under Section 3(a)(10) of the Securities Act of 1933,

as amended (the “Securities Act”), which motion was filed on September 30, 2025.

Following such fairness hearing, and subject

to the satisfaction of all applicable conditions and requirements of Section 3(a)(10) of the Securities Act, we agreed to issue to Gemini

shares of our common stock that, upon sale by Gemini, would result in net proceeds to Gemini equal to the Claim Amount, provided that

Gemini shall at no time be issued shares if it would beneficially own more than 4.99% of our common stock, and the aggregate number of

shares issued to Gemini may not exceed 19.99% of our outstanding common stock as of immediately prior to the signing of the Gemini Settlement

Agreement to the extent required by Nasdaq Listing Rule 5635.

Additionally, Gemini agreed to use its best efforts to not sell common stock

exceeding 10% of our daily volume on any given trading day.

Upon the issuance of the last tranche of shares under the Gemini Settlement

Agreement, Gemini will dismiss the Lawsuit with prejudice.

The Gemini Settlement Agreement also included a customary mutual release of

claims by the parties.

District Court for the Southern District of California, which lawsuit (the “Lawsuit”) included us and certain of our officers

as defendants and pursuant to which Gemini claimed it was owed $1,486,189 (the “Claim Amount”).

On September 26, 2025, we

entered into a Settlement and Mutual General Release (the “Gemini Settlement Agreement”) with Gemini.

Pursuant to the terms

of the Gemini Settlement Agreement, among other things, we agreed to file a joint motion requesting an expedited fairness hearing under

Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), which motion was filed on September 30,

Following such fairness hearing, and subject to the satisfaction of all applicable conditions and requirements of Section 3(a)(10)

of the Securities Act, we agreed to issue to Gemini shares of our common stock that, upon sale by Gemini, would result in net proceeds

to Gemini equal to the Claim Amount, provided that Gemini shall at no time be issued shares if it would beneficially own more than 4.99%

of our common stock, and the aggregate number of shares issued to Gemini may not exceed 19.99% of our outstanding common stock as of immediately

prior to the signing of the Gemini Settlement Agreement to the extent required by Nasdaq Listing Rule 5635.

Additionally, Gemini agreed

to use its best efforts to not sell common stock exceeding 10% of our daily volume on any given trading day.

Upon the issuance of the

last tranche of shares under the Gemini Settlement Agreement, Gemini will dismiss the Lawsuit with prejudice.

The Gemini Settlement Agreement

also included a customary mutual release of claims by the parties.

The fairness hearing occurred on October 14, 2025.

Agile Term Loan

On June 26, 2025, we and certain of our subsidiaries

entered into a business loan and security agreement (the “Agile Loan Agreement”) with Agile Capital Funding, LLC and Agile

Lending LLC (together, “Agile”).

On June 26, 2025, we and certain

of our subsidiaries entered into a business loan and security agreement (the “Agile Loan Agreement”) with Agile Capital Funding,

LLC and Agile Lending LLC (together, “Agile”).

Pursuant to the Agile Loan

3 unchanged sentences

We could make a full prepayment or partial prepayment of the Term

Loan, however, upon the prepayment of any principal amount, we would be obligated to pay a premium payment of principal, which would

be equal to the aggregate and actual amount of interest that would be paid through the maturity date.

The Agile Loan Agreement contains

standard events of default and representations and warranties by us and Agile including a mandatory prepayment, and an additional five

(5%) percent interest rate following the occurrence of an event of default.

The term loan is evidenced by a secured promissory note issued

by us to Agile.

Pursuant to the Agile Loan Agreement, upon an event of default, Agile will receive a security interest in certain of

our assets, subject to certain exceptions.

Loan, however, upon the prepayment of any principal amount, we would be obligated to pay a premium payment of principal, which would be

equal to the aggregate and actual amount of interest that would be paid through the maturity date.

The Agile Loan Agreement contains standard

events of default and representations and warranties by us and Agile including a mandatory prepayment, and an additional five (5%) percent

interest rate following the occurrence of an event of default.

The term loan is evidenced by a secured promissory note issued by us to

Pursuant to the Agile Loan Agreement, upon an event of default, Agile will receive a security interest in certain of our assets,

subject to certain exceptions.

Grow Hill Default

On October 1, 2024, we entered into an asset-based

term Loan Agreement with Grow Hill, LLC (“Grow Hill”) pursuant to which Grow Hill extended to us a secured loan of $2,100,000

with an origination fee of $100,000, which was added to the amount of the loan.

The loan is evidenced by a Secured Promissory Note issued

by us to Grow Hill.

Grow Hill received a security interest in certain of our assets pursuant to a security agreement between us and Grow

Hill (the “Security Agreement”), which does not include any assets of our subsidiaries.

On October 14, 2025, we received service of process

for a lawsuit filed by Grow Hill against us in the District Court for the City and County of Denver, Colorado (Case No.

alleging breach of contract and fraud.

Pursuant the complaint, Grow Hill stated that we were in default under the Secured Promissory

Note due to a failure to timely make payments, and elected to accelerate all amounts due under the Secured Promissory Note, including

a default fee equal to 1% of the outstanding principal amount.

We are currently investigating available options to resolve the complaint

and intends to vigorously defend the allegation of fraud.

On October 1, 2024, we entered

into an asset-based term Loan Agreement with Grow Hill, LLC (“Grow Hill”) pursuant to which Grow Hill extended to us a secured

loan of $2,100,000 with an origination fee of $100,000, which was added to the amount of the loan.

The loan is evidenced by a Secured

Promissory Note issued by us to Grow Hill.

Grow Hill received a security interest in certain of our assets pursuant to a security agreement

between us and Grow Hill (the “Security Agreement”), which does not include any assets of our subsidiaries.

On October 14, 2025, we received service of process for a lawsuit filed

by Grow Hill against us in the District Court for the City and County of Denver, Colorado (Case No.

2025CV33546) alleging breach of contract

Pursuant to the complaint, Grow Hill stated that we were in default under the Secured Promissory Note due to a failure to timely

make payments, and elected to accelerate all amounts due under the Secured Promissory Note, including a default fee equal to 1% of the

outstanding principal amount.

We are currently investigating available options to resolve the complaint and intend to vigorously defend

the allegation of fraud.

As of December 31, 2025, the Company was in default under the Grow

Hill Secured Promissory Note.

Monthly payments of $87,500 plus interest ceased after the April 2025 payment.

The outstanding balance was

approximately $1,487,500 at December 31, 2025.

Subsequent to year-end, the Company is in discussions for the Grow Hill debt to be acquired

by a third party.

The Grow Hill loan agreement contained a covenant requiring the Company

to maintain a Receivable Ratio of at least 2.00:1.00, calculated monthly.

The Company failed to maintain the required ratio, which constituted

an event of default.

J Brrothers Settlement

3 unchanged sentences

to the terms of the Settlement Agreement, among other things, we issued a promissory note to J Brrothers with an original principal amount

of $395,556 and issued 150,000 unregistered shares of our common stock to J Brrothers.

of $395,556 and agreed to issue 150,000 unregistered shares of our common stock, or 6,000

shares after giving effect to a 1-for-25 reverse stock split, to J Brrothers.

The note accrues simple interest at an annual rate

6 unchanged sentences

representations and warranties, customary events of default and a 17% default interest rate.

As of December 31, 2025, the Company had made only the initial partial

payment of $25,000 on August 27, 2025.

The required $50,000 monthly payments for September through December 2025 were not made.

The outstanding

balance was approximately $374,512 at December 31, 2025, inclusive of accrued interest.

The note matured on March 18, 2026.

2WR of Georgia Sale

On August 27, 2025, certain of our subsidiaries

entered into a Stock and Asset Purchase Agreement (the “2WR Purchase Agreement”) with 2WR Holdco, LLC (the “Buyer”).

Pursuant to the 2WR Purchase Agreement, the Buyer acquired all of the outstanding shares of stock of 2WR of Georgia, Inc.

assets of our other subsidiaries relating to those entities’ business of providing commercial, industrial and municipal architectural

and construction administration services for projects not involving CEA.

The purchase price paid by the Buyer consisted of $2.0 million

in cash, offset by a previous deposit of $500,000 and by any assumed indebtedness.

On August 27, 2025, certain

of our subsidiaries entered into a Stock and Asset Purchase Agreement (the “2WR Purchase Agreement”) with 2WR Holdco, LLC

(the “Buyer”).

Pursuant to the 2WR Purchase Agreement, the Buyer acquired all of the outstanding shares of stock of 2WR of

Georgia, Inc.

and certain assets of our other subsidiaries relating to those entities’ business of providing commercial, industrial

and municipal architectural and construction administration services for projects not involving CEA.

The purchase price paid by the Buyer

consisted of $2.0 million in cash, offset by a previous deposit of $500,000 and by any assumed indebtedness.

Nasdaq Deficiencies

On August 20, 2024, we received a notice from

The Nasdaq Stock Market LLC (“Nasdaq”) stating that because we had not yet filed our Quarterly Report on Form 10-Q for the

fiscal quarter ended June 30, 2024, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Timely Filing Requirement”).

On November 21, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for

the fiscal quarter ended September 30, 2024.

On August 20, 2024, we received

a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because we had not yet filed our Quarterly Report on Form

10-Q for the fiscal quarter ended June 30, 2024, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Timely

Filing Requirement”).

On November 21, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 30, 2024.

We continued to not be in compliance with the Timely Filing Requirement.

On February 18,

2025, we filed each of our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024 and an amendment

to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and on February 19, 2025 we filed an amendment to our

Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which amendments included restated financial statements for the periods

covered therein.

As a result of these filings, on February 24, 2025, the Listing Qualifications Department of Nasdaq notified us that

we had regained compliance with the Timely Filing Requirement.

On February 24, 2025, we received a deficiency

letter from Nasdaq notifying us that (i) for the last 30 consecutive business days, the bid price for our common stock had closed at

a price of below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Capital Market

under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), and (ii) because our stockholder’s equity was below $2.5

On February 18, 2025, we filed each of our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024

and an amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and on February 19, 2025 we filed an amendment

to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which amendments included restated financial statements for

the periods covered therein.

As a result of these filings, on February 24, 2025, the Listing Qualifications Department of Nasdaq notified

us that we had regained compliance with the Timely Filing Requirement.

On February 24, 2025, we received

a deficiency letter from Nasdaq notifying us that (i) for the last 30 consecutive business days, the bid price for our common stock had

closed at a price of below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Capital

Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), and (ii) because our stockholder’s equity was below

$2.5 million as reported on our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, we no longer met the minimum

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stockholders’ equity of $2.5 million (the “Stockholders’ Equity Requirement”).

On April 16, 2025, we received a notice from Nasdaq stating that because we had not yet filed our Annual Report on Form 10-K for the

fiscal year ended December 31, 2024 (the “Form 10-K”), we were no longer in compliance the Timely Filing Requirement.

May 21, 2025, we received a notice from Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for the fiscal

quarter ended March 31, 2025 or our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we continued to be out of

compliance with the Timely Filing Requirement.

On August 18, 2025, we received a determination

letter from Nasdaq stating that Nasdaq had determined that we did not file the Form 10-K and the Form 10-Q by August

15, 2025, the date required for the delinquent filings by an exception previously received from Nasdaq staff.

The letter stated that,

as a result, unless we timely requested an appeal, the trading of our common stock would be suspended at the opening of business on August

27, 2025 and a Form 25-NSE will be filed with the SEC, which would remove our common stock securities from listing and registration on Nasdaq.

On April 16, 2025, we received

a notice from Nasdaq stating that because we had not yet filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024

(the “Form 10-K”), we were no longer in compliance the Timely Filing Requirement.

On May 21, 2025, we received a notice from

Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 or our

Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we continued to be out of compliance with the Timely Filing Requirement.

On August 18, 2025, we received

a determination letter from Nasdaq stating that Nasdaq had determined that we did not file the Form 10-K and the Form

10-Q by August 15, 2025, the date required for the delinquent filings by an exception previously received from Nasdaq staff.

stated that, as a result, unless we timely requested an appeal, the trading of our common stock would be suspended at the opening of business

on August 27, 2025 and a Form 25-NSE will be filed with the SEC, which would remove our common stock securities from listing and registration

The letter also stated that we were not in compliance the Bid Price Rule and the Stockholders’ Equity Requirement.

We timely requested

an appeal to a Nasdaq Hearings Panel (the “Panel”).

On October 14, 2025, we attended a hearing before

the Panel in connection with the determination letter.

On October 30, 2025, we received a notice from Nasdaq notifying us that the Panel

had determined to grant our request to continue our listing on The Nasdaq Capital Market, conditioned on us regaining compliance with

the Timely Filing Requirement and the Stockholders’ Equity Requirement on or before December 31, 2025 and regaining compliance

with the Bid Price Rule on or before January 28, 2026.

During the exception period, we are required to provide prompt notification to

the Panel of any significant event that may affect our compliance with Nasdaq requirements.

We timely requested an appeal to a Nasdaq Hearings Panel (the “Panel”).

On October 14, 2025, we attended

a hearing before the Panel in connection with the determination letter.

On October 30, 2025, we received a notice from Nasdaq notifying

us that the Panel had determined to grant our request to continue our listing on The Nasdaq Capital Market, conditioned on us regaining

compliance with the Timely Filing Requirement and the Stockholders’ Equity Requirement on or before December 31, 2025 and regaining

compliance with the Bid Price Rule on or before January 28, 2026.

During the exception period, we are required to provide prompt notification

to the Panel of any significant event that may affect our compliance with Nasdaq requirements.

Any documentation evidencing our compliance

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regained compliance.

On November 18, 2025, we received a determination letter from Nasdaq stating

that because we did not timely file our Quarterly Report on Form 10-Q for the period ended September 30, 2025, the resulting filing

delinquency would be an additional basis for delisting our securities pursuant to the Timely Filing Requirement.

The letter notified us

that the Panel would consider the matter in their decision regarding our continued listing on the Nasdaq Capital Market, and requested

that we present our views with respect to the additional deficiency in writing by November 25, 2025.

We made a submission to the Panel

by the requested date.

On January 6, 2026, the Company received a determination letter (the “January 6, 2026

Determination”) from Nasdaq stating that because the Company did not hold an annual meeting of stockholders within twelve months

from the Company’s prior fiscal year end as required by Nasdaq Listing Rule 5620(a), the resulting non-compliance would be an additional

basis for delisting the Company’s securities.

The January 6, 2026 Determination notified the Company that the Panel would consider

the matter in their decision regarding the Company’s continued listing on the Nasdaq Capital Market, and requested that the Company

present its views with respect to the additional deficiency in writing by January 9, 2026.

The Company intends to make a submission to

the Panel by the requested date, and has requested an additional extension to comply with the Bid Price Rule, the Stockholders’

Equity Requirement and the Timely Filing Requirement.

There can be no assurance that we will be able

to regain compliance with the Bid Price Rule, the Timely Filing Requirement, or the Stockholders’ Equity Requirement, or will otherwise

be in compliance with other applicable Nasdaq Listing Rules.

On November 18, 2025, we received

a determination letter from Nasdaq stating that because we did not timely file our Quarterly Report on Form 10-Q for the

period ended September 30, 2025, the resulting filing delinquency would be an additional basis for delisting our securities pursuant to

the Timely Filing Requirement.

The letter notified us that the Panel would consider the matter in their decision regarding our continued

listing on the Nasdaq Capital Market, and requested that we present our views with respect to the additional deficiency in writing by

November 25, 2025.

We made a submission to the Panel by the requested date.

On January 6, 2026, the Company

received a determination letter (the “January 6, 2026 Determination”) from Nasdaq stating that because the Company did not

hold an annual meeting of stockholders within twelve months from the Company’s prior fiscal year end as required by Nasdaq Listing

Rule 5620(a), the resulting non-compliance would be an additional basis for delisting the Company’s securities.

The January 6, 2026

Determination notified the Company that the Panel would consider the matter in their decision regarding the Company’s continued

listing on the Nasdaq Capital Market, and requested that the Company present its views with respect to the additional deficiency in writing

by January 9, 2026.

The Company made a submission to the Panel by the requested date and requested an additional extension to comply with

the Bid Price Rule, the Stockholders’ Equity Requirement, and the Timely Filing Requirement.

On January 13, 2026, the Panel

notified us that it had granted a further extension to regain compliance with the Stockholders’ Equity Requirement, the Annual Meeting

Requirement, and the Timely Filing Requirement on or before February 17, 2026 and with the Bid Price Rule on or before February 24, 2026.

On January 30, 2026, we held our 2025 Annual Meeting.

On February 9, 2026, we effected a 1-for-25 reverse stock split.

On February 17,

2026, we completed the Merger and filed all delinquent reports.

On March 4, 2026, Nasdaq confirmed we had regained compliance and placed

us on a one-year Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A).

Although we regained compliance, there can be no assurance

that we will maintain compliance with applicable Nasdaq Listing Rules.

If we fail to meet the conditions set forth in our compliance

plan or if Nasdaq delists our securities from trading for any other reason, we could face significant material adverse consequences,

plan or if Nasdaq delists our securities from trading for any other reason, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

reduced liquidity with respect to our securities;

● a determination that our common stock is a “penny stock”

which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of

trading activity in the secondary trading market for our ordinary shares;

a determination that our common stock is a “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares;

a limited amount of news and analyst coverage for our company;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

a decreased ability to issue additional securities or obtain additional financing in the future.

Available Information

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business