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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): July 28, 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
July 28, 2026, Agassi Sports Entertainment Corp. (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 accrues interest at a fixed rate per annum equal to 3.96%, which the Company determined represents 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. Following an event of default, the Convertible Note accrues interest at a default rate of 10% per
annum.
Unless
earlier converted, the outstanding principal balance of the Convertible Note, together with all accrued and unpaid interest, is due and
payable in full on July 27, 2027. The Convertible Note will automatically convert, 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 will 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 occurs prior to the Maturity Date, the Convertible Note will not
automatically convert and the outstanding principal and accrued interest will instead be due and payable in full on the Maturity Date.
The
Convertible Note includes standard and customary events of default, including failure to pay amounts due thereunder within ten days of
written notice from borrower and customary representations of each of the parties.
The
foregoing description of the Convertible Note 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 filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
description of the Convertible Note 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.
The
Convertible Note, and the New Securities issuable upon its automatic conversion, were offered and sold, and will be offered and issued,
without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Investments
AKA represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D, and
that Investments AKA acquired the Convertible Note for investment purposes and not with a view toward distribution. The securities were
offered without any general solicitation by us or our representatives. The securities 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.
The
Company received gross proceeds of $1,000,000 from the issuance of the Convertible Note, which the Company intends to use for general
working capital purposes.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 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 |
| 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: July
30, 2026 |
Name: |
Ronald
S. Boreta |
| |
Title: |
Chief
Executive Officer |
