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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 30, 2026
AGASSI
SPORTS ENTERTAINMENT CORP.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
000-24970 |
|
88-0203976 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1120
N. Town Center Dr #160
Las
Vegas, NV |
|
89144 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (702) 400-4005
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
License
Agreement
On
October 30, 2026, Agassi Sports Licensing LLC, a newly formed wholly-owned subsidiary of Agassi Sports Entertainment Corp. (the “Company”,
“we” and “us”), entered into a Merchandise License Agreement (the “License Agreement”),
with Rhino Entertainment LLC (“Rhino”). Rhino is the master licensee of Grateful Dead Productions, which in turn is
the owner of Grateful Dead’s records and performances and numerous Grateful Dead trademarks.
Pursuant
to the License Agreement, Rhino granted us a worldwide, non-exclusive, non-transferable, non-assignable right to use certain Grateful
Dead Brand trademarks, indicia and artwork as described in the License Agreement (collectively, the “Licensed Property”),
solely in connection with the manufacture, distribution and sale of certain (a) pickleball and padel equipment and accessories specifically
paddles (basic and premium), pickleball and padel sets (basic and premium), custom paddle covers, tie-dye balls, pickleball and padel
bags, grips and grip tape, roll-out pickleball and padel courts, and pickleball and padel nets, (b) pickleball and padel apparel
including bucket hats, caps, visors, beanies, wrist bands, socks, and t-shirts, and (c) hydration, specifically water bottles and
tumblers (collectively, the “Licensed Products”).
Approved
channels of distribution under the License Agreement include direct to consumer sales (including through our ecommerce website and at
pickleball/racquet sporting events) and wholesale sales through department stores, online retailers, sporting good stores, and others.
In
consideration for providing us rights under the License Agreement, we agreed to pay Rhino a royalty on the net sales of Licensed Products
(“Royalties”). We also agreed to pay Rhino certain “Guaranteed Payments” relating to the Royalties
each contract year and to advance a portion of the Guaranteed Payments, including certain amounts required to be paid upon entry into
the agreement. Advance payments are recoupable from Royalties due and are nonrefundable. In the event the actual Royalties are less than
the Guaranteed Payments, we are required to pay Rhino the difference between such Guaranteed Payments and such actual Royalties at the
end of the applicable contract year.
The
License Agreement has an initial term through June 30, 2030, subject to the right to extend the agreement under certain circumstances.
We
also agreed to make certain advertising expenditures during each contract year of the Term and the License Agreement includes certain
minimum net sales requirements for each year of the term.
The
initial marketing date for Licensed Products to be marketed under the agreement is no later than May 1, 2027 and the initial shipment
date for Licensed Products to be sold by the Company is no later July 1, 2027.
The
License Agreement includes the requirement for us to deliver customary statements of sales and royalties; provides for customary audit
rights to Rhino, quality assurance and control requirements, Rhino’s approval rights for packaging, advertising and promotional
activities; intellectual property confirmations; and customary protective provisions, insurance requirements, representations and warranties
of the parties, indemnification obligations of the parties, confidentiality obligations of the parties, termination and force majeure
provisions.
The
foregoing summary of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the License Agreement, a copy of which is filed herewith as Exhibit 10.1, and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
November 5, 2026, we released a press release announcing the entry into the License Agreement and Manufacturer Agreement.
A
copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The
information contained in Item 7.01 of this Current Report (and including Exhibit 99.1 hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in 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 a filing.
The
press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning
of the federal securities laws. These statements are based on the Company’s current expectations and involve known and unknown
risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not
to place undue reliance on any forward-looking statements, which speak only as of the date made. Factors that could cause actual results
to differ materially are described in the press release and in the Company’s filings with the Securities and Exchange Commission,
including under the headings “Forward-Looking Statements,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s periodic and current reports,
including its most recent Form 10-K and 10-Q, filed with the SEC and available at http://www.sec.gov. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, except as required by law.
Item
8.01. Other Events.
Manufacturer
Agreement
On October 30, 2026, we entered
into a Manufacturer Agreement for Use of Licensed Property dated October 26, 2026 (the “Manufacturer Agreement”),
with a manufacturer (the “Manufacturer”). Pursuant to the Manufacturer Agreement, the Manufacturer agreed
to manufacture and distribute the Licensed Products for us. The Manufacturer Agreement has a term from October 26, 2026, through June
30, 2030, unless earlier terminated as provided therein, and also terminates automatically upon the termination of the License Agreement.
The Manufacturer Agreement includes
customary representations and warranties of the parties, including as to the Manufacturer’s manufacturing and employment
practices; requirements for us to indemnify the Manufacturer for losses relating to any alleged misuse or infringement of intellectual
property rights; mutual indemnification obligations of the parties; inspection rights for the Company; and mutual confidentiality obligations.
We have the right to terminate
the Manufacturer Agreement if (i) the Manufacturer breaches the agreement and the Manufacturer fails to cure the purported
breach within 30 days after notice thereof; and (ii) promptly upon giving or receiving notice of termination of the License Agreement.
We agreed to reimburse the
Manufacturer for all costs and expenses incurred by the Manufacturer upon termination of the Manufacturer Agreement, including
payment for finished goods, work in process, non-cancelable commitments, equipment used to manufacture products under the agreement,
packaging, raw materials, and costs of destruction of inventory if requested, provided, no reimbursement shall be required if the
Manufacturer or its subcontractor engaged in the unauthorized use of the Licensed Property.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1♦
* |
|
Merchandise License Agreement dated October 26, 2026, and entered into October 30, 2026, by and between Agassi Sports Licensing LLC, as licensee and Rhino Entertainment LLC, as licensor |
| 99.1** |
|
Press Release dated November 5, 2026 |
| 104 |
|
Inline
XBRL for the cover page of this Current Report on Form 8-K |
*
Filed herewith.
**
Furnished herewith.
♦
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally
a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request
confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
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.
| |
Agassi
Sports Entertainment Corp. |
| |
|
|
| |
By: |
/s/
Ronald S. Boreta |
| Date:
November 5, 2026 |
Name: |
Ronald
S. Boreta |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Agassi
Sports Entertainment Announces Merchandise Licensing Agreement with Rhino Entertainment LLC to Launch Grateful Dead Branded Pickleball
and Padel Merchandise
Agreement
pairs the iconic Grateful Dead brand with Agassi Sports Entertainment’s growing footprint in pickleball and padel, expanding ASE’s
lifestyle merchandise offering
LAS
VEGAS, NV (November 5, 2026) Agassi Sports Licensing LLC, a wholly owned subsidiary of Agassi Sports Entertainment Corp. (OTCID:AASP)
(“ASE” or the “Company”), a sports, media, and technology platform focused on the global racket sports ecosystem
and built around the iconic brands of Andre Agassi and Stefanie Graf, today announced that it has entered into a merchandise licensing
agreement with Rhino Entertainment LLC, a Warner Music Group company, to develop and distribute a line of Grateful Dead branded pickleball
and padel merchandise.
After
a 30 year touring career and over 2,300 live performances worldwide, the Grateful Dead remains one of the most enduring and commercially
successful brands in music and entertainment. Its imagery, including the iconic dancing bears and “Stealie” logo, is recognized
across generations and has been successfully extended into apparel, footwear, and lifestyle categories through partnerships with leading
consumer brands. This agreement extends that legacy into pickleball and padel, categories experiencing rapid growth across a broad and
diverse demographic, and reflects the continued strength and versatility of the Grateful Dead brand across new markets.
Under
the agreement, the Company will design and market a collection of branded products, which may be co-branded with the Agassi logo and
may include equipment, accessories, apparel, and hydration products, drawing on the Grateful Dead’s iconic imagery and enduring
cultural legacy.
The Company has also entered into a manufacturing agreement to manufacture and distribute the licensed products.
The parties intend for the collection to be sold through direct-to-consumer and select wholesale channels worldwide.
“Pickleball
has become a true cultural crossover sport, and the Grateful Dead’s imagery and community spirit align naturally with the energy
we see on and off the court,” said Ron Boreta, CEO and co-founder of Agassi Sports Entertainment. “This agreement gives us
the opportunity to bring a beloved, multi-generational brand into the pickleball space in an authentic way, and to offer our community
something distinctive as we continue building out our merchandise and lifestyle offering.”
“I’ve
always believed the best brands aren’t manufactured, they’re earned,” added Andre Agassi, co-founder of Agassi Sports
Entertainment. “The Dead earned theirs over decades. I believe the popularity of pickleball and padel is exploding because people
want more than a sport, they want a scene, a community. Nobody understands building a community around something people love more than
the Grateful Dead. We’re proud to bring that legacy onto the court.”
The
Company anticipates that products under the collection will begin rolling out in mid-2027, with additional details on specific products,
pricing, and availability to be announced closer to launch.
About
Agassi Sports Entertainment (AASP) Agassi Sports Entertainment is a sports, media, and technology company focused on building the
next generation of racket sports experiences, spanning events, media, technology and facilities. ASE partners with world-class brand
and operators to grow global participation in pickleball, padel, and related sports.
About
Grateful Dead The Grateful Dead is a social
and musical phenomenon that grew into a genuine American treasure. In 1965, an entire generation was linked together by common ideals,
gathering by the hundreds and thousands. This movement created a seamless connection between the band and its fans. As the band toured,
Dead Heads would follow. Not because it was a part of popular culture but because it is a true counterculture that exists to this very
day-one that earnestly believes in the value of its beliefs. By 1995, the Grateful Dead had attracted the most concertgoers in the history
of the music business, and today remains one of the all-time leaders in concert ticket sales. Eventually, the caravan evolved into a
community with various artists, craftsmen and entrepreneurs supplying a growing demand for merchandise that connected them to the music
with their final tally being 2,318 total concerts. The band was inducted into the Rock & Roll Hall of Fame in 1994 and received a
Recording Academy Lifetime Achievement Award in 2007, commemorated in the 47th class of the Kennedy Center Honorees, as well as the 2025
MusiCares Persons of the Year honored at the 67th Annual GRAMMY® Awards. The Grateful Dead celebrated their 66th Top 40 album on
the Billboard chart —a feat no other artist has achieved —claiming the Guinness World Records title for the most Top 40 albums
charted on the US Billboard 200.
Forward-Looking
Statements
This
press release includes “forward-looking statements”, including information about Agassi Sports Entertainment’s future
expectations, plans, and prospects. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue” and similar expressions
are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking
statements as predictions of future events. Factors that could cause actual results to differ materially include, without limitation:
(a) the timing, cost, funding availability, anticipated benefits of, and successful implementation of, the Company’s planned Grateful
Dead products, its Let’s Play initiative, including plans to seek to consolidate opportunities forming a global network of racket
sports facilities and members through acquisition, collaboration, and partnerships with best of class operators, as well as the costs,
availability of funding for, timeline for, and ultimate results of, such plans; (b) the Company’s ability to raise sufficient capital
to fund operations, satisfy obligations to third-party service providers, support growth initiatives and continue as a going concern,
the terms on which such financing may be available, and potential dilution resulting therefrom; (c) intense competition in the court
sports, digital platform and live event industries and the Company’s ability to compete effectively and achieve market acceptance
for its products and services; (d) the Company’s limited operating history, lack of significant revenues, history of losses, unproven
business model and lack of experience in the court sports industry, and the risk that it may not achieve profitability or successfully
execute its business plan; (e) the Company’s dependence on its management team and key personnel, the absence of employment agreements
with certain personnel, and its ability to manage future growth and operational complexity; (f) the Company’s reliance on the continued
involvement, reputation and brand recognition of Andre Agassi, Darren Cahill, Stefanie Graf, and related strategic relationships; (g)
the Company’s planned concentration in the pickleball and padel industries and its ability to capitalize on anticipated industry
growth trends; (h) adverse economic conditions, including inflation, reduced consumer and corporate discretionary spending and capital
markets conditions, which could negatively affect demand, operating results, financial condition, cash flows and the Company’s
ability to raise capital; (i) risks related to the Company’s planned use of artificial intelligence, cybersecurity incidents, disruptions
to information systems, evolving privacy and data protection laws, and unauthorized access to customer data; (j) the Company’s
ability to secure suitable venues, sponsorships, participants, permits and approvals and to successfully execute and scale planned events
and operations; (k) claims, liabilities, injuries, accidents or other risks arising from the construction or operation of potential facilities,
live events, or the use of future premises, equipment or services, and the adequacy of insurance coverage; and (l) the Company’s
ability to satisfy Nasdaq’s quantitative listing standards, Nasdaq’s discretionary approval of the pending listing of the
Company’s common stock on Nasdaq, based on qualitative factors, and the timing associated therewith. Additional risks are described
in the Company’s filings with the Securities and Exchange Commission, including its periodic reports, which are available at www.sec.gov.
Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to publicly update or revise any
forward-looking statement, except as required by law.
Contact:
Agassi
Sports Entertainment Corp.
Ron
Boreta, Chief Executive Officer
702-400-4005
ir@agassisports.com
agassisports.com
