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  4. [8-K] Agassi Sports Entertainment Corp. Reports Material Event

Agassi Sports (AASP) sells $1,175,000 in private shares, issues warrants

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Agassi Sports Entertainment Corp. entered into Subscription Agreements with accredited investors to sell 235,000 shares of restricted common stock at $5.00 per share, raising $1,175,000 in a private placement. These securities were issued without registration under exemptions including Section 4(a)(2) and Rule 506 of Regulation D.

In connection with the offering, the company signed a Registration Rights Agreement on June 1, 2026, committing to file a resale registration statement within 45 days after the first sale of shares and to keep it effective for up to three years or until specified Rule 144 conditions are met. If the filing is late, investors receive additional common shares as liquidated damages of 5% of shares held for each 30-day delay, capped at 15%.

On May 29, 2026, Agassi Sports granted its outside legal counsel warrants to purchase 100,000 common shares at an exercise price of $5.00 per share for five years, with immediate vesting and cashless exercise rights, as compensation for services.

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Insights

Agassi raises $1.18M privately with resale rights and warrant-based fees.

Agassi Sports Entertainment completed a private sale of 235,000 restricted common shares at $5.00, bringing in $1,175,000 from accredited investors. This strengthens cash resources without using a public offering and relies on U.S. private placement exemptions.

The linked Registration Rights Agreement obligates the company to register resale of these shares within 45 days after the first sale and maintain effectiveness for up to three years or until Rule 144 resale conditions are met. Liquidated damages of up to 15% in additional shares create a share-issuance penalty for delays.

Separately, the company granted five-year warrants for 100,000 shares at $5.00 to outside counsel as service compensation, with immediate vesting and cashless exercise. Future filings detailing registration progress and any liquidated-damages share issuances will clarify longer-term dilution effects.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Private placement shares 235,000 shares Restricted common stock sold to accredited investors
Private placement price $5.00 per share Subscription Agreements for restricted common stock
Private placement proceeds $1,175,000 Aggregate consideration for 235,000 shares
Warrants granted to counsel 100,000 warrants Common stock purchase warrants granted May 29, 2026
Warrant exercise price $5.00 per share Exercise price for five-year warrants to counsel
Registration filing window 45 days Time after first sale to file resale registration statement
Liquidated damages step 5% of shares held Additional shares per 30-day delay in filing
Liquidated damages cap 15% of original shares Maximum additional shares issuable per investor
Registration Rights Agreement regulatory
"the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Investors"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
liquidated damages financial
"issue to each Investor, as liquidated damages and not as a penalty, additional shares of common stock"
A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.
Rule 144 regulatory
"may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
cashless exercise financial
"warrants include cashless exercise rights and vested immediately"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
Regulation D regulatory
"pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
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Understanding 8-K Material Events →
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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): May 22, 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.

 

Private Placement Subscriptions

 

On May 22nd, June 1st, 2nd and 4th, 2026, Agassi Sports Entertainment Corp. (the “Company”, “we” and “us”), entered into Subscription Agreements with certain accredited investors (the “Investors”), pursuant to which such Investors purchased an aggregate of 235,000 shares of restricted common stock of the Company (the “Shares”), for $5.00 per share, or a total of $1,175,000.

 

The Subscription Agreements included customary representations and warranties of the Investors and the Company.

 

Registration Rights Agreement

 

On June 1, 2026, in connection with the Subscription Agreements, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Investors (who executed a counterparty thereof in connection with their investments).

 

Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement to register the resale of the Shares on or before the first business day following 45 days after the first sale of Shares (i.e., May 22, 2026), and to use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible thereafter. Once effective, the Company agreed to keep the registration statement effective until the earlier of (a) the date that all Shares covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and (b) three years after the date of the Registration Rights Agreement.

 

If the Company fails to file the registration statement by the required date as disclosed above, then the Company is required to promptly issue to each Investor, as liquidated damages and not as a penalty, additional shares of common stock equal to five percent (5%) of the Shares then held by such Investor subject to such failure to file. If such failure to file continues for a period of thirty (30) days following the initial occurrence thereof, the Company is required to promptly issue to each such Investor additional shares of common stock equal to an additional five percent (5%) of the Shares then held by such Investor which remain subject to such failure for each additional thirty (30)-day period during which such event continues; provided, however, that the aggregate number of additional shares of common stock required to be issued to any Investor will not exceed fifteen percent (15%) of the Shares originally subject to such failure with respect to such Investor.

 

The Registration Rights Agreement includes customary representations, indemnification obligations of each party, and other provisions.

 

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 filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

* * * * *

 

The securities offered by the Company have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

  

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.

 

On May 29, 2026, the Company granted warrants to purchase 100,000 shares of its common stock with an exercise price of $5.00 per share and a term of five years to its outside legal counsel in consideration for services rendered, which warrants include cashless exercise rights and vested immediately.

 

The Company claims an exemption from registration for the issuance of the Shares to the Investors (as discussed in Item 1.01, above) and the grant of the warrants, 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.

 

(d)

Exhibits.

 

Exhibit No.

 

Exhibit Description

10.1*

 

Form of Agassi Sports Entertainment Corp. Registration Rights Agreement (May/June 2026 Offering)

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: June 5, 2026

Name:

Ronald S. Boreta

 

Title:

Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What capital did Agassi Sports Entertainment Corp. (AASP) raise in this 8-K?

Agassi Sports Entertainment Corp. raised $1,175,000 through a private placement of 235,000 restricted common shares at $5.00 per share. The shares were sold to accredited investors under exemptions from Securities Act registration requirements.

How many new shares did AASP issue in the private placement and at what price?

Agassi Sports Entertainment Corp. issued 235,000 restricted common shares at $5.00 per share in its private placement. These shares were sold to accredited investors under Subscription Agreements with customary representations and warranties from both the investors and the company.

What are the key terms of AASP’s Registration Rights Agreement for these shares?

The Registration Rights Agreement requires AASP to file a resale registration statement within 45 days after the first sale and keep it effective for up to three years or until Rule 144 conditions are met. Delays trigger additional share issuance as liquidated damages, capped at 15% per investor.

What liquidated damages must AASP pay if it delays filing the resale registration?

If AASP misses the filing deadline, it must promptly issue additional common shares equal to 5% of each investor’s affected holdings, and another 5% for each additional 30 days of delay. The total liquidated-damages shares per investor are capped at 15% of the originally affected shares.

Under which exemptions were AASP’s securities issued in this transaction?

The company relied on Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act. The offerings were made to accredited investors without general solicitation, and the securities were not registered, limiting resale absent registration or another valid exemption.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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