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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 31, 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 disclosed in the Current Report on Form 8-K filed by Agassi Sports Entertainment Corp. (the “Company”),
with the Securities and Exchange Commission (the “SEC” or the “Commission”), on July 30, 2026,
on July 28, 2026, the Company entered into a Convertible Promissory Note (the “Convertible Note”), in the original
principal amount of $1,000,000 with Investments AKA, LLC (“Investments AKA”), which entity is owned and controlled
by Andre Agassi, former professional tennis player, 8x Grand Slam Champion, and Olympic Gold Medalist, and the Company’s largest
beneficial stockholder, and whose Chief Financial Officer is Shawn Cable, our Chief Financial Officer.
The
Convertible Note accrued interest at a fixed rate per annum equal to 3.96%, which the Company determined represented not less than the
applicable federal rate published by the U.S. Internal Revenue Service under Section 1274(d) of the Internal Revenue Code of 1986, as
amended, compounded semi-annually.
Unless
earlier converted, the outstanding principal balance of the Convertible Note, together with all accrued and unpaid interest, was due
and payable in full on July 27, 2027. The Convertible Note was also subject to an automatic conversion, without any action required by
holder, into the equity or equity-linked securities or units (the “New Securities”) issued by the Company to arm’s-length,
new-money investors (“New Money Investors”) in the next sale (or related series of sales) by the Company of New Securities
that results in gross proceeds to the Company of not less than $3,000,000 (the “Next Equity Financing”). The conversion
price was to equal the price per share, unit, or other applicable denomination of New Securities actually paid in cash by the New Money
Investors in the Next Equity Financing. If no Next Equity Financing occurred prior to the Maturity Date, the Convertible Note was to
not automatically convert and the outstanding principal and accrued interest was to instead be due and payable in full on the Maturity
Date.
On
October 16, 2026, the Company entered into a First Amendment to Convertible Promissory Note (the “First Amendment”)
dated October 15, 2026, with Investments AKA, which amended the Convertible Note to provide for the conversion, effective immediately
upon the parties entry into the First Amendment, of the $1,000,000 principal balance of the Convertible Note into 200,000 shares of the
Company’s common stock (the “Note Shares”), and warrants to purchase 200,000 shares of common stock of the Company
(the “Note Warrants”), based on a unit (one share of common stock and one warrant) price of $5.00 per share, the same
unit price paid by recent investors in the Company’s private placement (as discussed in greater detail below).
The
First Amendment included customary representations of the parties, confirmed that the Convertible Note was satisfied in full upon conversion
thereof, and clarified that it was the intention of the parties that interest would accrue under the Convertible Note semi-annually,
that no interest had accrued as of the conversion date of the Convertible Note, and that to the extent that any interest had accrued,
that such interest was forgiven by Investments AKA.
The
Note Warrants have a term of three years (through October 15, 2029), cash only exercise rights, an exercise price of $7.00 per share,
and customary adjustment provisions for stock splits, recapitalizations and similar transactions affecting the Company.
The
foregoing description of the Convertible Note, First Amendment and Note Warrants does not purport to be complete and is qualified in
its entirety by reference to the full text of the Convertible Note, a copy of which is incorporated by reference herein as Exhibit
10.1 and the full text of the First Amendment and Warrant Agreement evidencing the Note Warrants, copies of which are filed herewith
as Exhibits 10.2 and 4.1, respectively, and which are incorporated herein by reference.
On
October 16, 2026, the Company entered into a Subscription Agreement with Investments AKA, pursuant to which Investments AKA subscribed,
in a private transaction, to purchase 300,000 units, each consisting of one share of common stock and one warrant to purchase one share
of common stock of the Company, for $5.00 per unit, or $1,500,000 in aggregate. The 300,000 shares of common stock sold pursuant to the
Subscription Agreement are referred to herein as the “Subscription Shares” and the warrants to purchase 300,000 shares
of common stock sold pursuant to the Subscription Agreement are referred to herein as the “Subscription Warrants”.
The
Subscription Warrants have identical terms as the Note Warrants, discussed above.
The
Subscription Agreement included customary representations and warranties of Investments AKA and the Company. The Subscription Agreement
also provided Investments AKA piggy-back registration rights for the Note Shares, Subscription Shares and the shares of Company common
stock issuable upon exercise of the Note Warrants and Subscription Warrants, for a period of two years from the date of the Subscription
Agreement, which applies to any secondary offering registration statement filed by the Company, subject to customary exceptions and carveouts,
and subject to customary pre-requisites of Investments AKA.
The
foregoing summary of the Subscription Agreement and Subscription Warrants does not purport to be complete and is qualified in its entirety
by reference to the full text of the form of Subscription Agreement and the warrant agreement evidencing the Subscription Warrants, copies
of which are filed herewith as Exhibits 10.3 and 4.2, respectively, and are incorporated herein by reference.
The
securities offered and sold pursuant to the Subscription Agreement and the subscription agreements discussed in Item 3.02, below,
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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
August 31, 2026 and September 18, 2026, the Company entered into two Subscription Agreements with two accredited investors, pursuant
to which the investors purchased an aggregate of 65,000 units, each consisting of one share of restricted common stock (the “Investor
Shares”) and one warrant to purchase one share of common stock from the Company, for a purchase price of $5.00 per unit, or
a total of $325,000. The Subscription Agreements included customary representations and warranties of the investors and the Company and
piggy-back registration rights for two years from the date of sale, subject to customary cutbacks and exceptions. The warrants to purchase
65,000 shares of common stock granted to the two accredited investors (the “Investor Warrants”), have substantially
similar terms as the Note Warrants, discussed above, except that such Investor Warrants include an ownership blocker preventing any portion
of the applicable Investor Warrant from being exercised if upon such exercise the applicable holder and its affiliates would own more
than 4.999% of the Company’s then outstanding common stock, which may be increased to 9.999% with 61 days written notice to the
Company.
The
Company claims an exemption from registration for the issuance and sale of the 65,000 Investor Shares, Note Shares and Subscription Shares
and the Investor Warrants, Note Warrants and Subscription Warrants (as discussed in Item 1.01, above), 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 investor” 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.
If
the Investor Warrants were exercised in full, a total of a maximum of 65,000 shares of common stock would be issuable upon exercise thereof.
If
the Note Warrants were exercised in full, a total of a maximum of 200,000 shares of common stock would be issuable upon exercise thereof.
If
the Offering Warrants were exercised in full, a total of a maximum of 300,000 shares of common stock would be issuable upon exercise
thereof.
Item
8.01 Other Events.
After
issuance of the Note Shares and Subscription Shares, the Company will have 13,711,824 shares of common stock issued and outstanding.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 4.1* |
|
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant dated October 15, 2026, to Purchase 200,000 Shares of Common Stock Granted to Investments AKA, LLC |
| 4.2* |
|
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant dated October 16, 2026, to Purchase 300,000 Shares of Common Stock Granted to Investments AKA, LLC |
| 10.1 |
|
Convertible Promissory Note in the amount of $1,000,000 issued by Agassi Sports Entertainment Corp. to Investments AKA, LLC, dated July 28, 2026 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Agassi Sports Entertainment Corp. with the Securities and Exchange Commission on July 30, 2026, and incorporated herein by reference) |
| 10.2* |
|
First Amendment to Convertible Promissory Note between Agassi Sports Entertainment Corp. and Investments AKA, LLC, dated October 15, 2026 |
| 10.3* |
|
Form of Unit Subscription Agreement with Investments AKA, LLC |
| 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: October 19, 2026 |
Name: |
Ronald S. Boreta |
| |
Title: |
Chief Executive Officer |
