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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): November 5, 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.
On
November 5, 2026, Agassi Sports Entertainment Corp. (the “Company”, “we” and “us”),
entered into separate Media Value Letter Agreements (the “Media Value Agreements”) with each of Sinclair Television
Group, Inc. (“Sinclair”) and The Tennis Channel, LLC (the “Tennis Channel”, and together with Sinclair,
the “Media Value Providers”), discussed in greater detail under Item 8.01, below.
In
consideration for Sinclair and Tennis Channel providing an aggregate of $1.5 million of Media Value (as defined in Item 8.01)
to the Company, we agreed to issue the Media Value Providers an aggregate of 300,000 shares of restricted common stock (60,000 shares
to Sinclair and 240,000 shares to the Tennis Channel) (the
“Media Value
Shares”), with an agreed upon value of $5.00 per share, pursuant to separate Media Value Share Issuance Agreements entered
into between each of the Media Value Providers and the Company on November 5, 2026 (the “Equity
Agreement”).
The
Equity Agreements confirmed the $5.00 per share value of the Media Value Shares; provide
that the Media Value Shares shall not be subject to forfeiture, cancellation, repurchase, redemption, set-off or clawback by the Company
for any reason; include customary representations and warranties of the Company and the Media Value Providers; and provide for mutual
indemnification rights for breaches of the Equity Agreements by either party.
The
Media Value Shares are subject to lock-up restrictions prohibiting each Media Value Provider from transferring any Media Value Shares
during the six months following the date of the Equity Agreements. Thereafter, half of the Media Value Shares issued to each Media Value
Provider, subject to equitable adjustment for stock dividends, stock splits and similar transactions, remain subject to the lock-up until
the first anniversary of the date of the agreements, while the remaining Media Value Shares are released from the lock-up. These restrictions
also apply to certain securities issued in respect of the Media Value Shares and prohibit pledges, short sales, hedging and other transactions
that transfer the economic consequences of ownership.
The
lock-up permits customary transfers without consideration to affiliates and direct equity holders, subject to prior notice, the transferee’s
written agreement to the applicable restrictions and compliance with applicable securities laws. Exceptions also apply to transfers in
board-approved tender offers, exchange offers, mergers or change of control transactions, registered offerings in which the Media Value
Provider includes its securities pursuant to the applicable Equity Agreement, and transfers required by law or court order. The lock-up
terminates automatically if the Company materially breaches the applicable agreement
and fails to cure the breach within 30 days after receiving
written notice from the Media Value Provider.
The
Equity Agreements grant the Media Value Providers piggyback registration rights to include the resale of the Media Value Shares in certain
registration statements filed by the Company for its own account or for other securityholders, subject to timely election, customary
information requirements, specified exceptions and limitations, and customary underwriter, placement agent and Securities and Exchange
Commission cutbacks. These piggyback rights expire on the earlier of five years after the date of the Equity Agreements and the date
all Media Value Shares may be sold without restriction or limitation, and without a restrictive legend, under Rule 144. In addition,
if, at any time after six months following the date of the Equity Agreements, the Media Value Shares cannot be sold without restriction
or limitation under Rule 144, the Media Value Provider may request that the Company register their resale. Upon such request, the
Company must file a resale registration statement within 45 days, or 30 days if the Company is eligible to use Form S-3 or another short-form
registration statement, use commercially reasonable efforts to obtain effectiveness thereof within 90 days after the request, and maintain
effectiveness thereof until all covered securities have been sold or may be sold without restriction or limitation under Rule 144. The
Company will bear the registration expenses of such filing, subject to specified exclusions, and the parties have agreed to customary
mutual indemnification provisions.
If
the Company fails to include Media Value Shares required to be included in a registration statement or fails to meet the applicable filing
or effectiveness deadlines, subject to the Equity Agreement’s exceptions and limitations, a Media Value Provider may, upon written
notice, suspend its obligations under the Media Value Agreement, including providing Media Value and procuring, placing or fulfilling
Ad Buys, without breaching either agreement. The suspension may continue until the affected shares are covered by an effective resale
registration statement or the Company, at its expense, obtains an appropriate Rule 144 resale opinion. The Media Value Provider must
immediately resume performance upon satisfaction of either condition, and any suspension will not extend the term of the Media Value
Agreement.
We
also agreed that, without the approval of the Media Value Providers, we would not grant any registration rights that conflict with, or
rank senior to, the registration rights of the Media Value Providers, until such time as the Media Value Shares have been registered
under the Securities Act of 1933, as amended (the “Securities Act”), unless we provide the same rights to the Media
Value Providers.
The
foregoing summary of the Equity Agreements does not purport to be complete and is qualified in its entirety by reference to the full
text of the Form of Media Value Share Issuance
Agreement, a copy of which is filed herewith as Exhibit 10.1, and incorporated herein
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.
The
Company claims an exemption from registration for the issuance and sale of the 300,000 Media Value Shares (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 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
7.01. Regulation FD Disclosure.
On
November 10, 2026, we released a press release announcing the entry into the Media Value Agreements.
A
copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The
information contained in Item 7.01 of this Current Report (and including Exhibit 99.1 hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
The
press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning
of the federal securities laws. These statements are based on the Company’s current expectations and involve known and unknown
risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not
to place undue reliance on any forward-looking statements, which speak only as of the date made. Factors that could cause actual results
to differ materially are described in the press release and in the Company’s filings with the Securities and Exchange Commission,
including under the headings “Forward-Looking Statements,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s periodic and current reports,
including its most recent Form 10-K and 10-Q, filed with the SEC and available at http://www.sec.gov. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, except as required by law.
Item
8.01 Other Events.
Pursuant
to the Media Value Agreements, during the two year term of the Media Value Agreements, each of the Media Value Providers and the Company,
agreed to work together and determine the appropriate procurement of inventory based on advertising availabilities (each an “Ad
Buy”) on Sinclair/Tennis Channel owned and/or operated properties which may include without limitation, its linear television,
digital, or social media properties with a net media value of $1.5 million ($300,000 as to Sinclair and $1.2 million as to Tennis Channel),
based on the Media Value Provider’s then-current rate card (“Media Value”).
Effective
on November 6, 2026, the Board of Directors appointed director James Askew as the Non-Executive Vice Chairman of the Board of Directors,
to serve until his successor is appointed or his earlier resignation, removal by the Board of Directors or cessation of service as a
director. In this non-executive Board role, he shall assist the Board of Directors, its Chairman, if any, and management with strategic
planning; evaluating, structuring and negotiating transactions; reviewing and advising on agreement terms; attending counterparty meetings
and negotiations; coordinating with the Company’s advisers; facilitating Board of Directors and management communications and follow-up;
and reporting material developments and recommendations to the Board. He shall also perform other related duties assigned by the Board.
The appointment does not make him an officer, employee or independent director, confer authority to bind the Company or direct employees,
or authorize responsibilities reserved to independent directors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1* |
|
Form of Media Value Share Issuance Agreement dated November 5, 2026 |
| 99.1** |
|
Press
Release dated November 12, 2026 |
| 104 |
|
Inline
XBRL for the cover page of this Current Report on Form 8-K |
*
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.
| |
Agassi
Sports Entertainment Corp. |
| |
|
|
| |
By: |
/s/
Ronald S. Boreta |
| Date:
November 12, 2026 |
Name: |
Ronald
S. Boreta |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Agassi
Sports Entertainment Announces Strategic Media Alignment with Sinclair Television Group and Tennis Channel to Expand Racket Sports Reach
Agreement
to build brand visibility across television, digital, and social media platforms
LAS
VEGAS, NV / ACCESS Newswire / November 12, 2026 / Agassi Sports Entertainment Corp. (OTCID:AASP) (“ASE” or the
“Company”), a sports, media, and technology company focused on the global racket sports ecosystem and built around the iconic
brands of Andre Agassi and Stefanie Graf, today announced that it has entered into media agreements with Sinclair Television Group, Inc.
(NASDAQ:SBGI) (“Sinclair”) and The Tennis Channel, LLC (“Tennis Channel”).
Under
the agreements, Sinclair will receive equity consideration in ASE, with ASE receiving advertising inventory across Sinclair and Tennis
Channel linear television, digital, and social media platforms. The agreements support ASE’s efforts to build brand awareness and
introduce fans to its growing slate of planned initiatives, including the Agassi App, Let’s Play Pickleball and Padel, the World
Series of Pickleball, and merchandise.
“Reaching
fans is central to everything we are building at ASE, and these agreements give us a powerful way to do it,” said Ron Boreta, Chief
Executive Officer of ASE. “Sinclair and Tennis Channel are trusted names in sports media, and we are pleased to work with them
as we bring our products, platforms, and events to a wider audience.”
“Racket
sports are experiencing tremendous momentum, and we’re excited to partner with Agassi Sports Entertainment as they look to take
that growth to the next level,” said Rob Weisbord, COO and President of Local Media at Sinclair. “With the power and reach
of Sinclair and Tennis Channel, we have an incredible opportunity to introduce more fans to ASE’s planned innovative platforms,
events and experiences, while participating in the company’s expected long-term growth through our equity investment.”
More
information regarding the agreements can be found in the Current Report on Form 8-K filed today by ASE with the Securities and Exchange
Commission.
About
Agassi Sports Entertainment Corp. (AASP) Agassi Sports Entertainment is a sports, media, and technology company focused on building
the next generation of racket sports experiences, spanning events, media, technology, and facilities. ASE partners with world-class brands
and operators to grow global participation in pickleball, padel, and related sports.
About
Sinclair
Sinclair,
Inc. (Nasdaq: SBGI) is a diversified media company and a leading provider of local news and sports. The Company owns, operates and/or
provides services to 181 television stations in 79 markets affiliated with all major broadcast networks; owns Tennis Channel, the premium
destination for tennis enthusiasts; and multicast networks CHARGE, Comet, ROAR, and The Nest. Sinclair’s content portfolio includes
AMP Media, which produces a growing slate of original programming across multiple platforms. For more information, please visit www.sbgi.net.
Forward-Looking
Statements
This
press release includes “forward-looking statements”, including information about Agassi Sports Entertainment’s future
expectations, plans, and prospects. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue” and similar expressions
are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking
statements as predictions of future events. Factors that could cause actual results to differ materially include, without limitation:
(a) the timing, cost, funding availability, anticipated benefits of, and successful implementation of, the Company’s planned Grateful
Dead products, its Let’s Play initiative, including plans to seek to consolidate opportunities forming a global network of racket
sports facilities and members through acquisition, collaboration, and partnerships with best of class operators, as well as the costs,
availability of funding for, timeline for, and ultimate results of, such plans; (b) the Company’s ability to raise sufficient capital
to fund operations, satisfy obligations to third-party service providers, support growth initiatives and continue as a going concern,
the terms on which such financing may be available, and potential dilution resulting therefrom; (c) intense competition in the court
sports, digital platform and live event industries and the Company’s ability to compete effectively and achieve market acceptance
for its products and services; (d) the Company’s limited operating history, lack of significant revenues, history of losses, unproven
business model and lack of experience in the court sports industry, and the risk that it may not achieve profitability or successfully
execute its business plan; (e) the Company’s dependence on its management team and key personnel, the absence of employment agreements
with certain personnel, and its ability to manage future growth and operational complexity; (f) the Company’s reliance on the continued
involvement, reputation and brand recognition of Andre Agassi, Darren Cahill, Stefanie Graf, and related strategic relationships; (g)
the Company’s planned concentration in the pickleball and padel industries and its ability to capitalize on anticipated industry
growth trends; (h) adverse economic conditions, including inflation, reduced consumer and corporate discretionary spending and capital
markets conditions, which could negatively affect demand, operating results, financial condition, cash flows and the Company’s
ability to raise capital; (i) risks related to the Company’s planned use of artificial intelligence, cybersecurity incidents, disruptions
to information systems, evolving privacy and data protection laws, and unauthorized access to customer data; (j) the Company’s
ability to secure suitable venues, sponsorships, participants, permits and approvals and to successfully execute and scale planned events
and operations; (k) claims, liabilities, injuries, accidents or other risks arising from the construction or operation of potential facilities,
live events, or the use of future premises, equipment or services, and the adequacy of insurance coverage; and (l) the Company’s
ability to satisfy Nasdaq’s quantitative listing standards, Nasdaq’s discretionary approval of the pending listing of the
Company’s common stock on Nasdaq, based on qualitative factors, and the timing associated therewith. Additional risks are described
in the Company’s filings with the Securities and Exchange Commission, including its periodic reports, which are available at www.sec.gov.
Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to publicly update or revise any
forward-looking statement, except as required by law.
Contact:
Agassi
Sports Entertainment Corp.
Ron Boreta, Chief Executive Officer
702-400-4005
ir@agassisports.com
agassisports.com
Sinclair
Jessica Bellucci, jbellucci-c@sbgtv.com
