Urban-gro Inc

The Board proposes an amendment to the Certificate of Incorporation to change the company name to Flash Sports & Media Holdings, Inc., reflecting the February 17, 2026 merger with Flash Sports and Media, Inc. Management seeks shareholder approval to formalize the new corporate identity and align public branding, which it argues will better reflect the company's shift to a diversified sports, media, and experiential marketing platform, aid brand recognition, and facilitate future financing. The proposal is procedural and non-economic — it will not affect corporate status, outstanding stock certificates, or SEC reporting obligations — but is tied to the strategic rationale for the merger and rebranding. The Board recommends a FOR vote because the name change is consistent with post-merger operations under the Flash brand and is expected to support market positioning without causing shareholder dilution or altering governance. Approval requires a majority of outstanding shares and, if approved, the company will file the Certificate of Amendment in Delaware to effectuate the change and may seek a Nasdaq symbol change to FLZH. The proposal has no immediate financial impact but signals management's strategic direction after the Merger and could influence investor perception. There is no alternative action proposed; failure to approve would leave the legal corporate name unchanged despite the operational integration.

This management proposal asks shareholders to pre-approve, under Nasdaq Listing Rule 5635(d), issuance of common stock upon conversion of the Series B Convertible Non-Voting Preferred Stock in amounts exceeding 19.99% of outstanding common stock. Management pursues this vote because the Preferred was issued as part of the Merger consideration and its conversion mechanics could otherwise breach Nasdaq's 19.99% cap if conversion occurs at or below the Minimum Price; stockholder approval removes that restriction. The Certificate of Designation sets conversion rights and clarifies no voting rights and no dividends for the Series B; conversion is at holder option after approval. Board recommends FOR to preserve the company’s flexibility to honor merger-related conversion obligations and avoid the administrative burden and potential market disruption of seeking ad hoc approvals later. Approval would not itself trigger issuance but would permit future issuances that could dilute existing holders and shift voting power; the company highlights this risk in the proxy. Failure to approve could impede conversions, potentially forcing cash settlements, renegotiations, or alternative financings, with liquidity or contractual consequences. The proposal is transaction-related governance approval rather than an operational policy change and should be evaluated in light of the Merger valuation, conversion formulas, and potential dilution and control implications for current shareholders.

This management proposal requests shareholder approval to permit issuance of shares (or securities converting into shares) in excess of Nasdaq’s 19.99% cap under Listing Rule 5635(d) in connection with existing and potential financings with Hudson Global Ventures, LLC and Agile Hudson Partners LLC. Management frames the vote as necessary to preserve financing flexibility and to allow the Company to satisfy obligations under existing instruments — including low-exercise-price warrants and a convertible promissory note — without seeking subsequent shareholder approvals that could delay or prevent issuances. The proxy outlines examples of Financing Securities issued (e.g., a warrant to Hudson for up to 1,388,888 shares at $0.50; a convertible note to AHP up to $1,395,000 with variable conversion pricing; warrants to AHP exercisable at prices as low as $0.01) that could cause materially dilutive issuances. The Board recommends FOR to avoid defaults, renegotiations, or cash settlements that could strain liquidity; however, approval could produce significant dilution, shift voting power toward financing counterparties, and potentially impact control outcomes on future governance matters. The analytical trade-off for shareholders involves weighing near-term financing flexibility and contractual compliance against potential substantial dilution and adverse price effects. If not approved, the Company would be constrained by the Nasdaq 19.99% cap and may need to seek alternatives or negotiate different terms, with potentially worse financial consequences.

The Adjournment Proposal requests shareholder authorization to permit the holder of proxies solicited by the Board to adjourn the Special Meeting if there are insufficient votes to approve Proposals 1-3, enabling additional time to solicit affirmative votes. Management recommends FOR, arguing this preserves the Board’s ability to obtain approval without having to reconvene a separate meeting. The proposal is procedural and intended to facilitate successful completion of the other proposals; approval could delay finality but enable the Board to secure the votes needed to implement the Merger-related and financing authorizations. If not approved and sufficient votes are lacking, the Company may face the failure of one or more proposals at the Special Meeting, potentially requiring alternate financing or restructuring plans.