Flash Sports & Media Holdings, Inc. (FLZH) entered into a Software Development and Technology Services Agreement with MindWave Innovations Inc. on September 28, 2026. MindWave, a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS), will design, develop, deploy, and operate FlashChain, a blockchain network.
FlashChain will be an independently branded network operating on a dedicated Layer-2 subnet within MindWave’s MindChain infrastructure. The system is intended to support the administration of digital broadcasting rights, the tracking of video assets and match-ticket inventory, and anti-counterfeiting services for sports memorabilia.
Under the terms of the agreement, MindWave will receive two forms of consideration from FLZH. The first is an aggregate value of US$506,000 in FLZH common stock, issued in one installment upon completion of the 12-month term. The value of these shares will be determined based on the closing trading price on the last trading day of the applicable calendar quarter.
The second form of consideration is an allocation of 20% of the total FLASH TOKEN supply, calculated at the end of each calendar quarter based on the MindChain issuance ledger. MindWave will also provide system monitoring and live-event troubleshooting, including for scheduled T20 cricket tournament broadcasts.
The agreement has an initial term of 12 months and may be renewed annually by mutual written agreement. If renewed, the annual maintenance contract fee will equal 50% of the Total Contract Value per year. The agreement includes provisions for termination due to material breach or insolvency, and upon termination, MindWave is obligated to provide up to 60 days of transition assistance and make FlashChain data and ledger records available to FLZH.
The shares issued to MindWave 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.
