Agassi Sports Entertainment Corp. (AASP) ratifies prior stock issuances and warrant

Rhea-AI Filing Summary

Agassi Sports Entertainment Corp. informed stockholders that its board has ratified certain past stock issuances, director appointments, and a warrant grant under NRS 78.0296, after determining it could not locate formal written consents or minutes documenting those actions.

The company described historical issuances of common stock between 2002 and 2017 to entities, insiders, a former director, and employees, plus a 2025 warrant for up to 50,000 shares at an exercise price of $6.30 per share granted to a service provider. By adopting ratifying resolutions and providing this notice, these “Defective Corporate Acts” are validated and deemed effective as of their original dates, the related shares are deemed validly issued, fully paid, and non-assessable, and claims that they are void or voidable due to a failure of authorization are extinguished.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares issued to ASI Group LLC: 637,044 shares of common stock Shares issued to Investments AKA LLC: 952,123 shares of common stock Shares issued to Ronald S. Boreta in 2016: 500,000 shares of common stock +4 more

7 metrics

Shares issued to ASI Group LLC 637,044 shares of common stock Issued on May 10, 2002 as part of the Subject Issuances

Shares issued to Investments AKA LLC 952,123 shares of common stock Issued on September 29, 2010 as part of the Subject Issuances

Shares issued to Ronald S. Boreta in 2016 500,000 shares of common stock Issued on October 18, 2016 as part of the Subject Issuances

Employee share issuances 68,000 shares of common stock Aggregate issued to certain employees in 2008 and 2017

Director share issuance 34,000 shares of common stock Issued to former director Steven Miller on May 24, 2013

Warrant share amount 50,000 shares of common stock Maximum shares purchasable under 2025 warrant granted to Moneta Advisory Partners, LLC

Warrant exercise price $6.30 per share Exercise price under the warrant granted July 31, 2025

Key Terms

NRS 78.0296, Defective Corporate Acts, fully paid, and non-assessable, warrant

4 terms

NRS 78.0296 regulatory

"This notice is being given pursuant to NRS 78.0296, which (i) allows a Nevada..."

Defective Corporate Acts regulatory

"collectively, the “Defective Corporate Acts”). Consequently, on August 7, 2026..."

fully paid, and non-assessable financial

"shares issued pursuant to the Subject Issuances are deemed validly issued, fully paid, and non-assessable."

warrant financial

"granted a warrant to purchase up to 50,000 shares of common stock at an exercise price..."

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

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FAQ

What corporate actions did AASP’s board ratify under NRS 78.0296?

Agassi Sports Entertainment Corp. ratified past stock issuances, director appointments, and a warrant grant after difficulty locating formal written consents, using Nevada statute NRS 78.0296 to validate these actions as effective on their original dates.

Which historical stock issuances by AASP are covered by this ratification?

The ratification covers multiple issuances of common stock from 2002 through 2017, including blocks issued to ASI Group LLC, Boreta-related entities and individuals, a former director, and an aggregate of 68,000 shares to certain employees.

What are the key terms of the warrant mentioned in AASP’s 8-K?

Under a 2025 services agreement, Agassi Sports granted a warrant to purchase up to 50,000 common shares at an exercise price of $6.30 per share, in consideration of services rendered and to be rendered to the company.

How does NRS 78.0296 affect AASP stockholders in this disclosure?

Under NRS 78.0296, once the board ratified the actions and provided notice, the covered acts are validated as of their original dates, related shares are deemed validly issued, fully paid, and non-assessable, and failure-of-authorization claims are extinguished.

What did AASP say about the validity of shares issued in the Subject Issuances?

Agassi Sports stated that each share issued in the Subject Issuances is deemed validly issued, fully paid, and non-assessable. Shares reserved for the warrant will have the same status upon due exercise and receipt of the applicable exercise price.

How can AASP stockholders obtain more information on the ratified acts?

Stockholders may request additional information on the ratified corporate acts by contacting the company’s Chief Executive Officer at 1120 N. Town Center Dr #160, Las Vegas, Nevada 89144, as indicated in the notice to stockholders.

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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): August 7, 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 8.01 Other Events.

On August 7, 2026, Agassi Sports Entertainment Corp. (the “Company”) finalized a letter to its record shareholders, which will be mailed throughout next week (the “Shareholder Letter”).

The Shareholder Letter is being sent to shareholders pursuant to Nevada Revised Statutes (NRS) Section 78.0296, which (i) allows a Nevada corporation to ratify and validate any corporate act not in compliance, or purportedly not in compliance, with Title 7 of the NRS or the corporation’s articles of incorporation or bylaws, and (ii) requires notice of any such ratification or validation to be given no later than 10 days after the approval of such ratification or validation to each stockholder of record at the time of such ratification or validation, whether or not action by the stockholders is required for such ratification or validation.

As described in greater detail in the Shareholder Letter attached hereto as Exhibit 99.1, the Company issued certain shares of common stock in 2002, 2006, 2008, 2010, 2013, 2016 and 2017 (collectively, the “Subject Issuances”), and entered into a warrant agreement with a service provider in 2025 (the “Warrant”); and appointed certain prior members to the Board of Directors (all of whom have since resigned or passed away) in 2009, 2012, and 2013, each to fill a vacancy or vacancies on the Board pursuant to NRS 78.335 (the “Director Actions”), which were, at the time taken, within the Board’s own authority under the NRS and did not require the approval of the Company’s stockholders.

The Company determined that the Subject Issuances, the grant of the Warrant, and the Director Actions may not have been properly authorized or documented due to the Company’s current inability to locate formal written consents or minutes reflecting such actions (collectively, the “Defective Corporate Acts”).

Consequently, solely out of an abundance of caution, and without admitting that any such actions or approvals were defective, void, or voidable, on August 7, 2026, the Board of the Company adopted resolutions ratifying the Defective Corporate Acts pursuant to NRS 78.0296 and the Shareholder Letter is to notify such record shareholders of such ratification, in accordance with NRS 78.0296.

The Shareholder Letter is furnished herewith as Exhibit 99.1, and incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
99.1*		Letter to Shareholders dated August 7, 2026, pursuant to Nevada Revised Statutes Section 78.0296
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished 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: August 7, 2026	Name:	Ronald S. Boreta
	Title:	Chief Executive Officer

Exhibit 99.1

Agassi Sports Entertainment Corp.

1120 N. Town Center Dr #160

Las Vegas, Nevada 89144

August 7, 2026

To the Stockholders of Record of Agassi Sports Entertainment Corp.

Re: Ratification Pursuant to Nevada Revised Statutes (NRS) Section 78.0296

This notice is being given pursuant to NRS 78.0296, which (i) allows a Nevada corporation to ratify and validate any corporate act not in compliance, or purportedly not in compliance, with Title 7 of the Nevada Revised Statutes or the corporation’s articles of incorporation or bylaws, and (ii) requires notice of any such ratification or validation to be given no later than 10 days after the approval of such ratification or validation to each stockholder of record at the time of such ratification or validation, whether or not action by the stockholders is required for such ratification or validation.

Agassi Sports Entertainment Corp. (the “Company”) issued (i) 637,044 shares of common stock to ASI Group LLC, 360,784 shares of common stock to Boreta Enterprises, Ltd., 391,735 shares of common stock to John Boreta, and 402,229 shares of common stock to Ronald S. Boreta on May 10, 2002; (ii) 34,000 shares of common stock to Robert Rosburg, 34,000 shares of common stock to William Kilmer, and 34,000 shares of common stock to Cara Corrigan (née Burnette) on October 12, 2006; (iii) 952,123 shares of common stock to Investments AKA LLC on September 29, 2010; (iv) 500,000 shares of common stock to Ronald S. Boreta and 500,000 shares of common stock to John Boreta on October 18, 2016; (v) 34,000 shares of common stock to Steven Miller, a former director on May 24, 2013; and (vi) an aggregate of 68,000 shares of common stock to certain employees of the Company in 2008 and 2017 (collectively, the “Subject Issuances”). In addition, on July 31, 2025, the Company entered into a services agreement with Moneta Advisory Partners, LLC (the “Services Agreement”), pursuant to which the Company granted a warrant to purchase up to 50,000 shares of common stock at an exercise price of $6.30 per share (the “Warrant”), in consideration of services rendered and to be rendered under the Services Agreement. Further, on June 5, 2012, the Board of Directors (the “Board”) appointed John Boreta as a member of the Board (who since resigned on October 31, 2024), on April 17, 2023, the Board of Directors appointed Steven Miller as a member of the Board (who has since passed away on June 15, 2025), and on October 1, 2009, the Board appointed Cara Corrigan (née Burnette) to the Board (who since resigned in February 2023), each to fill a vacancy or vacancies on the Board pursuant to NRS 78.335 (the “Director Actions”), which were, at the time taken, within the Board’s own authority under NRS 78.335 and did not require the approval of the Company’s stockholders. The Subject Issuances, the grant of the Warrant, and the Director Actions may not have been properly authorized or documented due to the Company’s current inability to locate formal written consents or minutes reflecting such actions (collectively, the “Defective Corporate Acts”).

Consequently, on August 7, 2026, solely out of an abundance of caution, and without admitting that any such actions or approvals were defective, void, or voidable, the Board of the Company adopted resolutions ratifying the Defective Corporate Acts pursuant to NRS 78.0296.

Pursuant to NRS 78.0296, upon ratification by the Board and the provision of this notice to stockholders, the Defective Corporate Acts are validated and deemed effective as of the date(s) originally taken. Each share of common stock issued pursuant to the Subject Issuances is deemed issued as of its respective original date of issuance, and the Warrant is deemed validly granted as of the date of the Services Agreement. The service of each director named above as a Director Action is deemed valid and effective as of the original date of his or her appointment, in each case as if such action had been duly and properly authorized and documented at the time originally taken. Any claim that the Subject Issuances, the Warrant grant, or the Director Actions are void or voidable due to a failure of authorization is extinguished. The shares issued pursuant to the Subject Issuances are deemed validly issued, fully paid, and non-assessable. The Company has separately reserved shares of common stock for issuance upon exercise of the Warrant, and such shares will be validly issued, fully paid, and non-assessable upon due exercise of the Warrant and receipt by the Company of the applicable exercise price.

This notice is being provided to stockholders by mail and has been filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 7, 2026. Stockholders may obtain additional information regarding the Defective Corporate Acts and their ratification by contacting the Company’s Chief Executive Officer at 1120 N. Town Center Dr #160, Las Vegas, Nevada 89144.

Sincerely,

/s/ Ronald S. Boreta

Ronald S. Boreta, Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 13.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB