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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): June 29, 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.
As
previously reported by Agassi Sports Entertainment Corp. (the “Company”,
“we” and “us”) in the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission (the “SEC”) on June
5, 2026, on June 1, 2026, in connection with certain subscription agreements
entered into with investors in the Company’s private offering pursuant to Rule
506(b) of the Securities Act of 1933, as amended, the Company entered into a
Registration Rights Agreement (the “Registration Rights Agreement”) with
the investors. Pursuant to the Registration Rights Agreement, the Company
agreed to file a registration statement to register the resale of the shares of
common stock sold to the investors in the private offering, on or before the
first business day following 45 days after the first sale of shares in the
offering (i.e., May 22, 2026, which required filing date was July 6, 2026)(the
“Required Filing Date”), and to use commercially reasonable efforts to
cause such registration statement to be declared effective as promptly as
possible thereafter.
On and effective on June 29, 2026, the Company entered into a First Amendment to Registration Rights Agreement (the “First Amendment”) with investors holding a majority in interest of the shares sold in the offering, pursuant to which the parties amended the Registration Rights Agreement to extend the Required Filing Date to July 31, 2026.
The foregoing summary of the Registration Rights Agreement and First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement and First Amendment, included herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Exhibit
Description |
10.1 |
|
Form of Agassi Sports Entertainment Corp.
Registration Rights Agreement (May/June 2026 Offering)(Filed as Exhibit 10.1
to the Current Report on Form 8-K filed by the Company with the Securities
and Exchange Commission on June 5, 2026, and incorporated by reference
herein) |
10.2* |
|
First
Amendment to Registration Rights Agreement dated June 29, 2026, by and
between Agassi Sports Entertainment Corp. and the Purchasers Party thereto |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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: July
2, 2026 |
Name: |
Ronald
S. Boreta |
|
Title: |
Chief
Executive Officer |
