According to the 15-minute chart, RYTHM has triggered a MACD Death Cross and a Bearish Marubozu at 10/21/2025 14:30. This indicates that the stock price is poised to continue declining, with sellers dominating the market and a strong bearish momentum likely to persist.
Urban-gro, Inc., a Colorado-based design-build firm specializing in indoor farms and cannabis facilities, has announced a significant strategic shift with the signing of a binding letter of intent (LOI) to merge with Flash Sports & Media, Inc. [1]. The merger, which is set to be finalized in late 2025 or early 2026, represents a dramatic turnaround for the struggling company, which has been facing financial difficulties and delisting threats.
The merger announcement sent Urban-gro’s stock ($UGRO) soaring on October 14, 2025, with shares jumping as much as 60% intraday [2]. This surge was driven by the hope that the merger could breathe new life into the company, which has been struggling with a weak balance sheet, unprofitability, and debt settlement issues. The stock’s price reached a high of $0.78 before settling around $0.59 by midday, up from a prior close of approximately $0.37 [3].
Under the terms of the merger, Flash Sports & Media will absorb Urban-gro, with Flash’s shareholders owning about 90% of the combined company post-merger. The company will be renamed Flash Sports & Media Holdings, Inc. [4]. The merger agreement includes a 90-day exclusivity period and a $200,000 cash deposit from Flash to show commitment [5].
The merger represents a strategic pivot for Urban-gro, which has been focusing on controlled-environment agriculture (CEA) services. The new entity will include Flash’s sports/media business, signaling a shift away from its legacy identity [6]. The merger is seen as a lifeline for Urban-gro, which has been on the ropes due to financial struggles and a slump in the cannabis cultivation and indoor farming industry [7].
Despite the merger, Urban-gro’s stock remains under one dollar, highlighting the high risk profile of the micro-cap company. The merger news provides a narrative pivot for Urban-gro, but the company’s financial health remains a concern. Urban-gro has been unprofitable, with a negative return on assets of –24% [8]. The merger is expected to close in late 2025 or early 2026, pending negotiation of a definitive agreement and approvals.
The dramatic merger move follows a series of financial crises and strategic maneuvers by Urban-gro in recent months. The company has been facing shrinking project backlogs, heavy losses, and debt obligations it could not meet. In August, Urban-gro received a Nasdaq delisting determination letter due to its share price trading below $1 for over 30 consecutive business days [9]. The company is scrambling to avoid delisting and further dry up liquidity and investor interest.
Urban-gro has also been taking drastic steps to stabilize its financial situation. The company defaulted on a $10 million secured credit facility extended to its construction division, leading to foreclosure proceedings and a lawsuit from the lender, Gemini Finance [10]. By late September, Urban-gro reached a settlement agreement, issuing common stock to Gemini to cover the $1.49 million claim [11].
The merger announcement comes as the cannabis industry faces broader headwinds, with falling cannabis prices and oversupply reducing demand for new grow facilities. Even industry leader Hydrofarm saw sales plunge 28% in Q2 2025 [12]. Despite these challenges, Urban-gro has demonstrated an ability to win large projects, signing a $24 million construction contract with a leading Midwestern cannabis MSO in early 2025 [13].
Investors are betting that the merger could improve Urban-gro’s prospects, but the company’s financial health remains a concern. The merger is highly dilutive for existing shareholders, who would be left with only 10% of the combined entity after Flash’s preferred shares convert [14]. However, the hope is that the injection of Flash’s assets and business could dramatically improve the prospects of the combined company.
The outcome of the Nasdaq delisting hearing, which was coincidentally scheduled for the same day as the Flash merger LOI announcement, remains to be seen. Nasdaq could decide to grant an extension or require additional actions, such as a reverse stock split to boost the price above $1 [15].
In conclusion, Urban-gro’s merger with Flash Sports & Media represents a strategic pivot for the company, which has been struggling with financial difficulties and industry headwinds. The merger announcement sent the stock soaring, but the company’s financial health remains a concern. The merger is seen as a lifeline for Urban-gro, but the company’s future remains uncertain.
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