Kamis, 21 Mei 2026 13:38:00

Letter to Shareholders from CEO Bradley Nattrass

A New Chapter: From Controlled Environment Agriculture to Global Cricket Media

LAFAYETTE, Colo., May 20, 2026 (GLOBE NEWSWIRE) -- Dear Fellow Shareholders,
Following the filing of our most recent Quarterly Report on Form 10-Q, I want to update you directly. The business you own today is not the one most of you originally invested in. You deserve a clear account of what changed and why.

urban-gro, Inc. has completed its combination with Flash Sports & Media, Inc. and integrated Innovative Production Group FZ, LLC ("IPG"), as disclosed in our Current Reports on Form 8-K. We have repositioned the Company toward a single focused strategy: building a vertically integrated media business around franchise Twenty20 (T20) cricket. We did this while remaining a NASDAQ-listed public company under the ticker UGRO, and we regained full compliance with NASDAQ listing standards on March 9, 2026.

Why We Made This Change

This was not a decision we took lightly. After a hard look at the Company's prospects, conditions of the markets that we primarily served, and capital position, the Board concluded that the most credible path to rebuilding shareholder value was a decisive pivot, not incremental change. The IPG combination brought commercial and media rights relationships tied to the Lanka Premier League (LPL), Sri Lanka's premier T20 tournament, along with an experienced league-development and production team led by IPG founder Anil Mohan.

We believe global T20 cricket represents a significant and growing global sports and media market. Industry reports and third-party estimates regarding the broader T20 ecosystem vary widely and use differing methodologies. We also believe there is an opportunity for differentiated integrated platforms that combine content-rights relationships with distribution capabilities rather than relying solely on licensed content from others. That thesis is the foundation of everything that follows.

As a result of the Company's transition away from its historical controlled-environment agriculture operations, together with the timing of LPL Season 6 commencing in Q2 2026, the Company reported minimal or no meaningful revenue in Q1 2026. We believe this quarter should be viewed as a transitional restructuring period rather than an indicator of the operating potential of the post-combination business.

Since closing the merger on February 17, 2026, management has focused on integrating operations, establishing the foundational infrastructure required to support the Company's media and league-development strategy, and preparing for the commercial launch of LPL Season 6 and related initiatives during the balance of 2026.

Management currently believes the majority of the Company's 2026 revenue opportunities, if realized, as management forecasts would occur during the remaining quarters of 2026 following the commencement of LPL Season 6 and related commercial activities.

What We Have Done
* Completed the IPG merger, an all-stock transaction, in the first quarter of 2026. Flash Sports & Media represents the Company's principal operating platform; the public-company structure provides governance and capital-markets access.
* Secured commercial and media rights relating to the LPL, our cornerstone asset. The league is owned by Sri Lanka Cricket and operated in partnership with The IPG Group as its official event rights holder.
* Regained compliance with applicable Nasdaq continued listing standards on March 9, 2026, supporting continued access to public capital markets.
* Refreshed leadership: I continue as Chief Executive Officer, Eric Sherb serves as Chief Financial Officer, Anil Mohan joins as Founder & Chairman of IPG, and our President of Flash Sports leads day-to-day operations.

The Merger and How to Think About Scale
The IPG combination closed as an all-stock transaction in the first quarter of 2026 at a reference price of $3.23 per share. I want to be candid about how small we are relative to the market we are entering.

Measured against the Indian Premier League, we are a fraction of one percent of the sport's largest property. Reports in 2026 place the IPL's overall business value at roughly $18 billion, with marquee franchises like Royal Challengers Bengaluru and Rajasthan Royals changing hands in the $1.6--$1.8 billion range. We will not pretend otherwise. Shareholders are not served by comparisons that flatter us against the biggest asset in the sport.

The honest comparison is the rest of the field. Outside the IPL, franchise T20 leagues are dramatically smaller and far more fragmented. On publicly available 2025--2026 third-party estimates, league-level metrics for the Pakistan Super League, Australia's Big Bash League, the Caribbean Premier League, and the Bangladesh Premier League sit far below the IPL -- and the LPL has historically been valued toward the lower end of that group. Against that peer set, a vertically integrated platform built on the LPL plus planned expansion leagues is a credible place to build from.

Our internal modeling assumes EBITDA margins improving from a low double-digit base toward a more mature range over five years. Now that LPL Season 6 is scheduled to commence later in Q2, the anticipated revenues in 2026, if realized, are expected to be spread over the three remaining quarters of 2026. These are planning assumptions, not promises.

In Closing

I will not characterize this as anything other than what it is: a high-conviction, high-effort attempt to rebuild value by entering a market we believe is large, growing, and underserved by integrated sports and media competitors. We have assembled assets, relationships, and a team we believe give us a credible path, and we have restored the public-company foundation needed to pursue it. The work of execution is now in front of us, and we intend to report to you on it with the same candor reflected in this letter. Further, in the weeks ahead, the Company expects to pursue a corporate name and trading symbol change, subject to applicable corporate, regulatory, and Nasdaq approvals, intended to better align the Company's public identity with its sports and media operating strategy.***
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