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2026-06-18
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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 18, 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 |
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89144 |
(Address of Principal Executive Offices) |
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(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.
Name and Likeness Agreement with Andre
Agassi
On June 18, 2026, the Company entered
into a Name and Likeness
License Agreement (the “License Agreement”), effective the same date,
with AKA Licenses, LLC, (“AKA Licenses”), which
is the holder of the right of publicity to the name, and related uses of the
name, of ‘Andre K. Agassi’ (the “Name”). Andre K. Agassi (“Agassi”)
is a former professional tennis player and 8-time tennis Grand Slam winner,
co-founder of the Company’s current business operations, and a significant
stockholder of the Company.
Pursuant to the License Agreement, AKA Licenses granted the
Company a non-exclusive (except as set forth in the License Agreement),
worldwide right and license to use the Name, together with renderings of
Agassi’s voice, image, and likeness, and all attributes of Agassi’s personality
and appearance (collectively, the “Likeness”), including any right of
publicity, in connection with creation, development, manufacturing, operation,
promotion, distribution, and sales of services and products under the Company’s
Business (defined below); provided that the Company shall not use the Name or
Likeness as a domain name, social media account name, or corporate name,
without the prior written consent of AKA Licenses, except in connection with
the Company’s current corporate name “Agassi Sports Entertainment Corp.”
(the “Corporate Name”), which right of use for the Corporate Name is
exclusive to the Company. The Company currently plans to create and manage
unique content, building sports communities around entertainment, media,
wellness, education, commerce, and charitable efforts, with the goal of
becoming a leading media and entertainment company in the world of racket
sports (the “Business”).
Nothing in the License Agreement prohibits Agassi and AKA Licenses
from using the Name and Likeness for any purposes whatsoever, except that no
use thereof shall knowingly conflict with the Company’s use of the Corporate
Name during the term of the agreement.
During the term of the agreement, if, and to the extent, AKA
Licenses or Agassi provides the Company with any content created exclusively by
AKA Licenses or Agassi (“AKA
Licenses Content”), then, upon the terms and subject to the
conditions of the License Agreement, AKA Licenses granted to the Company a
non-exclusive right and license to use, copy, reproduce, compile, distribute,
transmit, broadcast, display, exhibit, project, and otherwise exploit the AKA
Licenses Content, or in composite and/or conjunction with other materials,
including without limitation, audio, video, animation, text, and graphics, by
any means, methods, and technologies now known or hereafter to become known, solely
in connection with the creation, development, manufacturing, operation,
promotion, distribution, and sales of products under the Business.
The Company must obtain prior written approval from AKA Licenses
to create and exploit derivative works based solely on AKA Licenses Content,
unless such AKA Licenses Content is provided to the Company specifically for
use in the Business.
Pursuant to the License Agreement, the Company agreed to provide
all materials featuring use of any of the Name and Likeness and/or the AKA
Licenses Content (collectively, the “Licensed IP”) to AKA Licenses
for written approval before the Company begins making use of such materials;
provided that: (A) the Company is not required to submit for approval the
use of the Name and Likeness already in use as of the effective date as
reflected on the Company’s current products or services or the Company’s
website; (B) the Company is not required to submit revised versions of
such materials to AKA Licenses for approval, provided that such materials are
substantially similar to materials that have already been approved by AKA
Licenses; and (C) AKA Licenses will not unreasonably withhold or delay its
approval.
The Parties also agreed to cooperate with each other in good faith
to develop and promote the Business for the term of the License Agreement.
Pursuant to the License Agreement, there are no royalty fees due
for the Name and Likeness for the Term of the agreement and instead, in lieu of
any royalty fees, in consideration for entering into the License Agreement and
agreeing to the terms thereof, the Company agreed to pay AKA Licenses a
one-time fee of $250,000, which will be payable upon the earlier of (a) the
Company raising more than an aggregate of $3,000,000 from any source after
entry into the License Agreement, and (b) six months from the parties’ entry
into the License Agreement.
The License Agreement also included indemnification obligations of
the parties, limitation of liability language and confidentiality obligations.
Unless otherwise terminated in accordance with the provisions of
the License Agreement, the License Agreement continues for a period of fifteen
(15) years, provided that the License Agreement automatically extends for
additional five (5) year periods after the initial term, unless either party
provides the other with written notice of their intent not to automatically
extend the term at least sixty (60) days prior to the end of the initial term
or any automatic renewal term.
AKA Licenses has the right to terminate the License Agreement for
cause in the event of any of the following: (i) the Company conducts itself in
a manner that brings the Company, AKA Licenses, or Agassi into material
disrepute and degradation in the eyes of the public and/or the media, as
determined by AKA Licenses in its reasonable good faith determination; (ii) the
Company becomes subject to court-filed charges by any governmental or
administrative entity for fraud, mismanagement, criminal activity, or other
similar bad acts; (iii) the Company enters into, or publicly announces its
intention to enter into or support, any agreement, binding letter of intent,
memorandum of understanding or other contract related to: (a) the sale of
all or substantially all of the Company’s assets to a third-party(ies);
(b) any merger, consolidation, plan of arrangement, share exchange, tender
offer or other acquisition of the Company whereby the voting shareholders of
the Company would have less than 50% of the voting power of the resulting
entity; or (c) any change in the ownership of more than 50% of the voting
capital stock of the Company in one or more related transactions, in each case
without the written approval of AKA Licenses; or (iv) upon a material breach of
the Company’s obligations under the License Agreement, which beach is not cured
within thirty (30) days’ written notice thereof by AKA Licenses to the Company,
to the extent such breach can be cured.
The Company has the right to terminate the License Agreement for
cause if: (i) Agassi is found guilty, whether by conviction or plea
agreement, of a Class A or B federal felony crime or similar class felony crime
under state or local laws; or (ii) upon material
breach of AKA Licenses’ obligations under the License Agreement, which
beach is not cured within thirty (30) days’ written notice thereof by the
Company to AKA Licenses, to the extent such breach can be cured.
The Company is required, within one hundred twenty (120) days
of expiration or termination of the License Agreement, to cease all use of the
Licensed IP subject to having one hundred eighty (180) days after
termination to sell off any existing merchandise or inventory bearing the Name
or Likeness.
The description of the License Agreement above is only a summary
and is qualified in its entirety by the full text of the License Agreement,
which is attached hereto as Exhibit 10.1, and is incorporated by
reference into this Item 1.01 in its entirety.
Lock-Up Agreements
On June 19 and June 24, 2026, the Company
entered into lock-up agreements dated May 27, 2026, with twenty-three investors
from the Company’s previous November 2024 offering (the “Lock-Up Agreements”),
pursuant to which such investors agreed not to transfer any of the shares of
common stock sold to such investors by the Company in November 2024 (the “November
2024 Shares”), nor any of the Warrants or Warrant Shares (defined below),
until December 15, 2026, except in connection with certain customary permitted
transfers described in the Lock-Up Agreements. In consideration for agreeing to
the terms of the Lock-Up Agreements, the Company agreed to grant each of the
counterparties entering into the Lock-Up Agreements, warrants to purchase 25%
of the total shares of common stock purchased by such investors in the November
2024 offering, exercisable only for cash, with a term of two years and an
exercise price of $5.00 per share (the “Warrants”, and the shares of
common stock issuable upon exercise thereof, the “Warrant Shares”). The
Lock-Up Agreements contain customary representations and warranties of the
parties, and registration rights, pursuant to which we have agreed to include
the registration of the resale of the November 2024 Shares held by such parties
entering into the Lock-Up Agreements and the Warrant Shares in a registration
statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), which is required to be filed on or prior to December 15, 2026.
In total we granted
Warrants to purchase 657,876 shares of common stock in connection with our
entry into the Lock-Up Agreements.
The
description of the Lock-Up Agreements and the Warrants above is not complete
and is qualified in its entirety by the full text of the form of lock-up
agreement and form of Common Stock Purchase Warrant, copies of which are filed
herewith as Exhibits 10.2 and 4.1, respectively, and incorporated
by reference into this Item 1.01 in their entirety.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To
the extent required by Item 2.03, the description of the License
Agreement set forth in Item 1.01 above, and the amounts payable
thereunder are incorporated by reference into this Item 2.03 by
reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item
1.01 above is incorporated by reference into this Item 3.02 in
its entirety.
If exercised in full, a maximum of 657,876 shares of common stock would be
issuable upon exercise of the Warrants.
On
June 19, 2026, the Company entered into Subscription Agreements with two
accredited investors (the “Investors”) pursuant to which the Company
sold the investors an aggregate of 14,000 shares of common stock for an
aggregate of $70,000 ($5.00 per share). The Subscription Agreements included
customary representations and warranties of the Investors and the Company. Each
of the Investors also entered into the June 1, 2026 Registration Rights
Agreement previously disclosed by the Company in the Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 5, 2026 (“June 5,
2026 Form 8-K”) and were granted registration rights in connection
therewith, as further described in the June 5, 2026 Form 8-K, including our
requirement to file a registration statement to register the resale of the
shares sold by 45 days after the first sale in the offering (May 22,
2026), and providing for certain liquidated damages in the event the
registration statement is not timely filed.
The foregoing summary of the Registration
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Registration Rights Agreement, a
form of which is incorporated by reference as Exhibit 10.3 to
this Current Report on Form 8-K and is incorporated herein by reference.
The Company claims an exemption from
registration for the sale of the shares of common stock to the Investors and
the grant of the Warrants to the November 2024 investors pursuant to the
Lock-Up Agreements, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D
of the Securities Act, since the offer and sale of such securities did not
involve a public offering and the recipients were “accredited investors”
and had access to similar information as would be included in a registration
statement under the Securities Act. The securities were offered without any
general solicitation by us or our representatives. The securities offered have
not been registered under the Securities Act and may not be offered or sold in
the United States without registration or an applicable exemption from the
registration requirements of the Securities Act. No sales commissions were paid
in connection with the sales of these securities.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Exhibit
Description |
4.1* |
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Form of Warrant to Purchase Common Stock granted by
Agassi Sports Entertainment Corp. to those Shareholders Entering into Lock-Up
Agreements (June 2026) |
10.1* |
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Name and Likeness License Agreement dated June 18,
2026, by and between Agassi Sports Entertainment Corp. and AKA Licenses, LLC |
10.2* |
|
Form of Lock-Up Agreement dated May 27, 2026, entered
into between Agassi Sports Entertainment Corp. and certain November 2024
Investors on June 19, 2026 |
10.3 |
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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) |
104 |
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Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** 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.
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Agassi
Sports Entertainment Corp. |
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By: |
/s/
Ronald S. Boreta |
Date: June
25, 2026 |
Name: |
Ronald
S. Boreta |
|
Title: |
Chief
Executive Officer |
