Agassi Sports Entertainment Corp. is registering 13,981,982 shares of common stock for resale by existing shareholders, consisting of 10,694,606 outstanding shares and 3,287,376 warrant shares. The company itself is not selling stock and will not receive proceeds from these resales, other than any cash from warrant exercises.
The Nevada-based sports and media company is building an AI-powered racket-sports platform with IBM and launching a World Series of Pickleball property, alongside a new e-commerce site launched in July 2026. The digital platform is estimated to cost $2,700,000 to implement and remains in beta, with an app and broader launch targeted around the beginning of the fourth quarter of 2026.
As of March 31, 2026, working capital showed a deficit of $873,810 with current liabilities of $1,191,997, and auditors have raised substantial doubt about the company’s ability to continue as a going concern. Agassi Sports faces obligations to IBM totaling approximately $2,134,716 under service agreements plus minimum cloud-usage commitments of $500,000 and $3,300,000 in later periods, and plans to rely on additional equity financing while it has not yet generated revenues.
Agassi Sports Entertainment Corp. entered into a $1,000,000 Convertible Promissory Note on July 28, 2026 with Investments AKA, LLC, an entity owned and controlled by Andre Agassi and identified as the company’s largest beneficial stockholder. The note bears 3.96% annual interest, compounded semi-annually, rising to 10% after an event of default, and matures on July 27, 2027.
The note will automatically convert into the same equity or equity-linked securities issued to new, arm’s-length investors in the next equity financing that raises at least $3,000,000, at the same price paid by those investors. If no such financing occurs before maturity, principal and accrued interest are payable in cash. The securities were issued in a private placement relying on Section 4(a)(2) and/or Rule 506(b) of Regulation D, with no sales commissions, and the company received $1,000,000 in gross proceeds for general working capital.
Agassi Sports Entertainment Corp. furnished an updated investor presentation under a current report on Regulation FD Disclosure. The presentation, attached as Exhibit 99.1 and dated July 2026, is provided for informational purposes and is not treated as filed for liability or incorporation-by-reference purposes under federal securities laws.
The company highlights that the presentation contains forward-looking statements about expected financial performance, business trends and future events. These statements are subject to risks and uncertainties described in sections such as Forward-Looking Statements, Risk Factors and Management’s Discussion and Analysis in Agassi Sports Entertainment’s periodic reports, including its Form 10-Q for the quarter ended March 31, 2026 and Form 10-K for the year ended December 31, 2025. The company states that forward-looking statements speak only as of their date and disclaims any obligation to update them except as required by law.
Agassi Sports Entertainment Corp. entered into a First Amendment to its Registration Rights Agreement with investors effective June 29, 2026. This amendment extends the deadline for filing a registration statement to register the resale of privately placed common shares from July 6, 2026 to July 31, 2026.
The registration statement will cover shares sold in the Company’s May/June 2026 private offering conducted under Rule 506(b). Agassi previously agreed to use commercially reasonable efforts to have the registration statement declared effective as promptly as possible after filing, and that commitment remains in place under the amended agreement.
Agassi Sports Entertainment Corp. major shareholder Ronald S. Boreta and affiliated entities filed Amendment No. 2 to their Schedule 13D to update their ownership in the company’s common stock. Boreta is reported to beneficially own 2,509,403 shares, or 19.2% of the outstanding common stock, based on 13,047,037 shares outstanding as of June 26, 2026.
The Boreta Lifetime Trust now holds 1,546,390 shares, including 1,000 shares bought in an open market purchase at $5.00 per share and 50,000 shares bought from the company at $5.00 per share in a private offering with piggy-back registration rights for three years. On June 30, 2026, All-American Golf Center, Inc. transferred 1,495,390 shares to the Boreta Trust for no consideration for estate planning purposes.
The reporting persons state they acquired the securities for investment and may buy or sell shares in the future depending on market and company conditions, but they currently report no specific plans for mergers, major asset sales, changes to the board, or other significant corporate actions.
Agassi Sports Entertainment Corp. director and CEO Ronald S. Boreta reported an internal share transfer done for estate planning purposes. On June 30, 2026, All-American Golf Center, Inc. gifted 1,495,390 shares of common stock to the Boreta Lifetime Trust, with no change in beneficial ownership of the shares.
Boreta is trustee of the Boreta Lifetime Trust and a director and majority owner of All-American Golf Center, Inc., and in these roles holds voting and disposal rights over those entities’ shares. After the filing date, he also reports 602,229 shares held directly and 360,784 shares held through Boreta Enterprises, Ltd.
Agassi Sports Entertainment Corp. entered a long-term Name and Likeness License Agreement with AKA Licenses, giving it a worldwide, largely non-exclusive right to use Andre Agassi’s name, image, voice, and related content in its racket-sports media and entertainment business. Instead of ongoing royalties, the company will pay a one-time $250,000 fee, due on the earlier of raising more than $3,000,000 in new funding or six months after signing. The agreement runs for 15 years with automatic five-year renewals and includes detailed termination and approval rights for both sides.
The company also signed lock-up agreements with twenty-three investors from its November 2024 offering, restricting transfers of those shares, related warrants, and warrant shares until December 15, 2026, in exchange for new warrants to buy an aggregate 657,876 shares at $5.00 per share for two years. Separately, it raised $70,000 by selling 14,000 unregistered common shares at $5.00 per share to two accredited investors under a private placement exemption.
Agassi Sports Entertainment Corp. entered into a long-term name and likeness license agreement with renowned tennis coach Darren Cahill. The deal gives the company worldwide rights to use his name, image, and other personality attributes in its racket-sports media and technology business, including an exclusive right to use the “Darren AI” platform name.
Instead of royalties, Cahill received warrants to purchase 250,000 shares of common stock with a five-year term, cashless exercise rights, and a $5.00 per-share exercise price, issued in a private transaction under Securities Act exemptions. The license runs for 15 years with automatic five-year renewals, includes mutual termination rights for cause, and requires the company to stop using Cahill-related intellectual property after expiration, subject to a limited sell-off period for existing inventory. A related press release highlights Cahill’s role in supporting the Agassi Intelligence AI coaching platform and broader content and growth initiatives.
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.
Agassi Sports Entertainment Corp. has submitted an application to list its common stock on the Nasdaq Capital Market. The company currently trades over the counter under the symbol AASP and has applied to list its shares on Nasdaq under the symbol AASE, subject to Nasdaq approval and meeting all quantitative and qualitative listing requirements.
The company states that a potential Nasdaq listing is part of a broader capital markets strategy aimed at increasing visibility, improving trading liquidity, expanding access to institutional capital, and supporting long-term shareholder value. There is no assurance the application will be approved, and the shares will continue to trade on the OTC while the listing is pending.