FLZH 8-K
Flash Sports & Media Holdings, Inc. (FLZH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
On September 28, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) entered into a Software Development and Technology Services Agreement (the “Agreement”) with MindWave Innovations Inc. (“MindWave”), a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS). Under the Agreement, MindWave will design, develop, deploy and operate FlashChain, an independently branded blockchain network on a dedicated Layer-2 subnet on MindWave’s MindChain infrastructure, supporting digital broadcasting-rights administration, video-asset and match-ticket inventory tracking, anti-counterfeiting and fan-data services.
As consideration for the Services, the Company will issue MindWave shares of the Company’s common stock with an aggregate value of US$506,000 in one installment upon completion of the 12-month term, valued at the closing trading price on the last trading day of the applicable calendar quarter. The Company will also provide MindWave 20% of the total FLASH TOKEN issued and outstanding, calculated at the end of each calendar quarter based on the MindChain issuance ledger. The Company will bear insurance premiums, administration charges and Network Fees at actual cost. If the Agreement is renewed after the initial term, the annual maintenance contract fee will equal 50% of the Total Contract Value per year and will be invoiced quarterly in advance.
The Agreement has an initial term of 12 months. It may be renewed annually only by mutual written agreement delivered at least 60 days before the applicable renewal date, and neither party is obligated to renew. Either party may terminate for an uncured material breach following a 30-day cure period or upon the other party’s insolvency; neither party may terminate for convenience. Upon termination, the Company remains liable for accrued compensation, MindWave will provide up to 60 days of transition assistance, and MindWave will make FlashChain data and ledger records available to the Company.
The Agreement includes customary representations and warranties, confidentiality obligations, an indemnification obligation by the Company in favor of MindWave, and a limitation of liability generally capped at the fees paid or payable in the preceding 12 months, subject to customary exceptions.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The number of shares of the Company’s common stock issuable to MindWave is not currently determinable because it will depend on the closing trading price on the last trading day of the applicable calendar quarter. The shares are expected to be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D, as a transaction not involving a public offering.
Item 7.01. Regulation FD Disclosure
On September 28, 2026, MindWave issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release of MindWave Innovations Inc., dated September 29, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 29, 2026 | FLASH SPORTS & MEDIA HOLDINGS, INC. | ||
| By: | /s/ Bradley Nattrass | ||
| Name: | Bradley Nattrass | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
MindWave Innovations Expands U.S. Commercial Footprint with Second Agreement to Build and Operate FlashChain for New York-Based Flash Sports & Media
The 12-month agreement covers a dedicated MindChain subnet for authenticating digital match tickets, sports memorabilia and media assets
MATAWAN, New Jersey, Sept. 29, 2026 – MindWave Innovations Inc. (“MindWave”), a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS), has signed a 12-month software development and technology services agreement with New York-based Flash Sports & Media Holdings, Inc. (Ticker: FLZH) (“FLZH”) to build and operate FlashChain, a blockchain for tracking digital broadcasting rights, video assets and match ticket inventory.
Under the agreement, MindWave will deploy a dedicated subnet for FlashChain on MindChain’s Layer-2 infrastructure, operate the validator nodes that run it, and issue FLZH the cryptographic keys and secure connections it needs to access the network. FLZH will own the FlashChain network, its brand and its Digital Asset and Ticketing Ledger, which will record authenticated digital match tickets, digital sports memorabilia and related media-asset transactions.
MindWave will also build two software components. The first is an integration module that links FLZH’s direct-to-consumer streaming application, FLASHSM, its online stadium ticketing platforms and its gate-scanning hardware directly to FlashChain. The second is a set of smart contracts that authenticate digital match tickets, manage digital sports memorabilia and help prevent ticket counterfeiting and unauthorized duplication of media. The statement of work will establish performance targets for match-day throughput and gate-scan speed, and FLZH will hold a perpetual license to use both software components on FlashChain.
Live sport puts a network under its heaviest load in short bursts. MindWave will provide system monitoring, live-event troubleshooting and staff training for scheduled T20 cricket tournament broadcasts and high-traffic match days. MindWave will also secure the core network, protect fan transaction data and maintain secure backups of digital-asset and media transaction history.
FLZH will lead the FlashChain brand, broadcasting-rights negotiation, media licensing strategy, partner relationships and community management. MindWave will provide the underlying infrastructure, development work and ongoing technical services. As consideration under the agreement, MindWave will receive FLZH common shares and an allocation equal to 20% of the total supply of FLASH TOKEN, FlashChain’s platform token. The agreement also provides for an annual maintenance fee equal to 50% of the applicable contract consideration, as specified in the agreement.
The parties have not publicly disclosed the aggregate dollar value of the consideration under the agreement.
Fans’ personal data will not be written to FlashChain; only hashed or pseudonymized references will go on-chain. If the relationship ends, MindWave will make FlashChain’s data and ledger records available so the network can migrate.
For MindWave, the agreement extends its infrastructure business into sports ticketing and media distribution, alongside its work in regulated industries.
“A match ticket or a highlight clip only has value if people can trust it’s genuine. FlashChain is designed to give FLZH a way to authenticate those assets at the stadium gate and across the streaming experience, while our job is to keep the network steady when a full ground is scanning in at once,” said Dr. Vin Menon, Chief Executive Officer of MindWave Innovations.
“Our fans buy tickets, watch matches and collect moments, often on the same day. FlashChain gives us one ledger that we own to authenticate all of it, while MindWave runs the infrastructure underneath,” said Mr. Surendra Ajjarapu, Chairman of Flash Sports & Media Holdings.
The agreement runs for 12 months. Technical specifications, acceptance criteria and delivery timelines will be set out in a statement of work, with each deliverable subject to FLZH’s acceptance testing. After the initial term, the parties may renew support annually.
About MindWave Innovations Inc.
MindWave Innovations Inc., a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS), develops technology infrastructure and digital solutions for blockchain-enabled applications, data-driven platforms, and emerging commercial ecosystems.
Through projects such as FlashChain, MindWave is expanding the application of its technology into sports, media and live-event ticketing.
For more information, visit www.mindwavedao.com.
About MindChain
MindChain is a blockchain infrastructure developed within the MindWave ecosystem to support transparent, traceable, and verifiable digital transactions. It is designed to provide the underlying ledger capabilities required for applications involving digital assets, registries, tokenized ecosystems, and decentralized services.
FlashChain will run as a dedicated, independently branded subnet on MindChain’s Layer-2 infrastructure and may participate in MindChain’s insurance program, subject to its coverage terms.
About Flash Sports & Media Holdings, Inc.
Flash Sports & Media Holdings, Inc. is a New York-based company operating streaming, ticketing and media businesses, including the FLASHSM direct-to-consumer streaming application. Its common stock is quoted on the OTC market under the symbol FLZH.
For more information, visit www.flashsm.com.
Forward-Looking Statements
This announcement contains forward-looking statements regarding the development, implementation, anticipated capabilities, and potential performance of FlashChain, the integration and operation of MindChain, the delivery of the related development work, the issuance and potential use of FLZH common shares and FLASH TOKEN, and the potential renewal and expansion of technical services. These statements are based on current expectations and are subject to risks and uncertainties, including development timelines, achievement of project milestones, acceptance testing, technical performance, network scalability, integration with third-party systems and hardware, insurance availability and coverage, regulatory requirements applicable to digital assets and tokenized ecosystems, market acceptance, and the ability of the parties to achieve the anticipated benefits of the agreement. Actual results may differ materially from those expressed or implied. The company undertakes no obligation to update these statements except as required by applicable law.
Media and Investor Relations
MindWave
Innovations Inc.
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