Agassi Sports (AASP) director James Askew exercises 2.27M warrants cashless

Rhea-AI Filing Summary

Agassi Sports Entertainment Corp. reported two equity warrant transactions with no cash changing hands. The company granted a consultant warrants to buy up to 200,000 common shares at $5.00 per share, with a three-year term and cashless exercise rights; half are exercisable immediately and half after one year. These warrants were issued in a private placement to an accredited investor under Securities Act exemptions.

Separately, director James Askew exercised warrants for 2,269,583 shares at $0.397 per share on a cashless basis. He received 2,097,740 common shares, with 171,843 warrant shares forfeited to cover the exercise price, relying on an exchange exemption under Section 3(a)(9) of the Securities Act.

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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): February 3, 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 3.02 Unregistered Sales of Equity Securities.

On February 3, 2026, Agassi Sports Entertainment Corp. (the “Company”, “we” and “us”), entered into a consulting agreement with a third party consultant and granted the consultant warrants to purchase up to 200,000 shares of common stock of the Company, with a three year term and a $5.00 per share exercise price, including cashless exercise rights, exercisable as to 100,000 such warrant shares immediately and 100,000 such warrant shares on the one year anniversary of the grant. The Company claims an exemption from registration for the grant of the warrants pursuant to Section 4(a)(2)and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the offer and sale of such securities did not involve a public offering and the recipient was an “accredited investor”. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. If exercised in full for cash, a maximum of 200,000 warrant shares would be issuable to the holder of the warrants.

On February 4, 2026, James Askew, a member of the Board of Directors of the Company exercised warrants to purchase an aggregate of 2,269,583 shares of the Company’s common stock with an exercise price of $0.397 per share (the “Warrants”) on a cashless basis. In connection with such exercise, the Company issued to Mr. Askew a net of 2,097,740 shares of common stock, after the forfeiture of 171,843 warrant shares to the Company in satisfaction of the aggregate exercise price, based on the fair market value of the Company’s common stock on the exercise date, as determined in accordance with the terms of the Warrants. The issuance of the shares of common stock was made by the Company in reliance upon Section 3(a)(9) of the Securities Act, as the shares were issued in exchange for outstanding securities of the Company held by an existing security holder, and no commission or other remuneration was paid or given, directly or indirectly, for soliciting such exchange.

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: February 5, 2026	Name:	Ronald S. Boreta
	Title:	Chief Executive Officer

FAQ

What new warrants did Agassi Sports Entertainment Corp. (AASP) grant on February 3, 2026?

Agassi Sports granted a consultant warrants to purchase up to 200,000 common shares at $5.00 per share, with a three-year term. Half are exercisable immediately and half after one year, and the warrants include cashless exercise rights under private-offering exemptions.

How were the February 3, 2026 Agassi Sports (AASP) consultant warrants structured legally?

The consultant warrants were issued under Section 4(a)(2) and/or Rule 506 of Regulation D as a non-public offering to an accredited investor. The securities carry transfer restrictions and a legend stating they are unregistered and may only be resold under an exemption or registration.

What was the size and pricing of James Askew’s warrant exercise at Agassi Sports (AASP)?

Director James Askew exercised warrants for an aggregate 2,269,583 common shares at an exercise price of $0.397 per share. The transaction was completed on a cashless basis, using warrant value instead of cash to satisfy the exercise price.

How many Agassi Sports (AASP) shares did James Askew receive from his cashless exercise?

From the cashless exercise, James Askew received 2,097,740 common shares. A total of 171,843 warrant shares were forfeited back to the company to satisfy the aggregate exercise price, calculated using the fair market value on the exercise date per the warrant terms.

Which Securities Act exemption covered James Askew’s share issuance at Agassi Sports (AASP)?

The share issuance to James Askew relied on Section 3(a)(9) of the Securities Act. Shares were issued in exchange for outstanding company warrants held by an existing security holder, with no commission or other remuneration paid for soliciting the exchange.

Will Agassi Sports (AASP) receive cash if the new consultant warrants are exercised?

If the new consultant warrants are exercised entirely for cash, up to 200,000 common shares would be issued. While the filing notes the maximum shares issuable on full cash exercise, it does not describe the total dollar proceeds in this excerpt.