Agassi Sports Entertainment Corp.

8-K · ixform8k.htm

0000930245

 2026-06-04
 2026-06-04

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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):  June 4, 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 June 4, 2026, the Company entered
into a Name and Likeness
License Agreement (the “ License Agreement ”), effective the same date,
with Darren Cahill, an individual (“ Cahill ”). Cahill is a former professional
tennis player and former coach of Andre K. Agassi.

  

 Pursuant to the License Agreement, Cahill granted the Company a
non-exclusive (except as set forth in the License Agreement), worldwide right
and license to use his name (the “ Name ”), together with renderings of his
voice, image, and likeness, and all attributes of his personality and
appearance (collectively, the “ Likeness ”), including any right of
publicity, in connection with creation, development, manufacturing, operation,
promotion, distribution, and sales of services and products in connection with the
Company’s Business (defined below); including, but not limited to, in
connection with the Company’s “ Darren AI ” platform (the “ Platform
Name ”), which right of use for the Platform Name is exclusive to the
Company. The Company currently plans to create and manage unique content,
building sports communities around entertainment, media, wellness, education,
commerce, and charitable efforts, with the goal of becoming a leading media and
entertainment company in the world of racket sports (the “ Business ”).

  

 Nothing in the License Agreement prohibits Cahill from using the
Name and Likeness for any purposes whatsoever, except that Cahill shall not
provide his name or likeness to any platform, application, website, or similar
service, during the term of the License Agreement in a manner that competes
with the Company’s platform, as currently in effect and as may be modified,
expanded, or changed, from time to time during the term.

  

 During the term of the agreement, if, and to the extent, Cahill
provides the Company with any content created exclusively by Cahill (“ Cahill Content ”), then, upon the
terms and subject to the conditions of the License Agreement, Cahill granted to
the Company a non-exclusive right and license to use, copy, reproduce, compile,
distribute, transmit, broadcast, display, exhibit, project, and otherwise
exploit the Cahill Content, or in composite and/or conjunction with other
materials, including without limitation, audio, video, animation, text, and
graphics, by any means, methods, and technologies now known or hereafter to
become known, solely in connection with the creation, development,
manufacturing, operation, promotion, distribution, and sales of products under
the Business.

  

 The Company must obtain prior written approval from Cahill to
create and exploit derivative works based solely on Cahill Content, unless such
Cahill Content is provided to the Company specifically for use in the Business.

  

 Pursuant to the License Agreement, the Company agreed to provide
all materials featuring use of any of the Name and Likeness and/or the Cahill
Content (collectively, the “ Licensed IP ”) to Cahill for written
approval before the Company begins making use of such materials; provided that:
(A) the Company is not required to submit for approval the use of the Name
and Likeness already in use as of the effective date as reflected on the
Company’s current products or services or the Company’s website or platform;
(B) the Company is not required to submit revised versions of such
materials to Cahill for approval, provided that such materials are
substantially similar to materials that have already been approved by Cahill;
and (C) Cahill will not unreasonably withhold or delay his approval.

  

 The Parties also agreed to cooperate with each other in good faith
to develop and promote the Business for the term of the License Agreement.

  

 Pursuant to the License Agreement, there are no royalty fees due
for the Name and Likeness for the term of the agreement and instead, in lieu of
any royalty fees, in consideration for entering into the License Agreement and
agreeing to the terms thereof, the Company granted Cahill, as a one-time fee,
warrants to purchase 250,000 shares of the Company’s common stock with a term
of five years, cashless exercise rights, and an exercise price of $5.00 per
share (the “ Warrants ”).

  

 The License Agreement also included indemnification obligations of
the parties, limitation of liability language and confidentiality obligations.

  

    

 Unless otherwise terminated in accordance with the provisions of
the License Agreement, the License Agreement continues for a period of fifteen
(15) years, provided that the License Agreement automatically extends for
additional five (5) year periods after the initial term, unless either party
provides the other with written notice of their intent not to automatically
extend the term at least sixty (60) days prior to the end of the initial term
or any automatic renewal term.

  

 Cahill has the right to terminate the License Agreement for cause
in the event of any of the following: (i) the Company conducts itself in a
manner that brings the Company, or Cahill into material disrepute and
degradation in the eyes of the public and/or the media, as determined by Cahill
in his reasonable good faith determination; (ii) the Company becomes subject to
court-filed charges by any governmental or administrative entity for fraud,
mismanagement, criminal activity, or other similar bad acts; (iii) the Company
enters into, or publicly announces its intention to enter into or support, any
agreement, binding letter of intent, memorandum of understanding or other
contract related to: (a) the sale of all or substantially all of the
Company’s assets to a third-party(ies); (b) any merger, consolidation,
plan of arrangement, share exchange, tender offer or other acquisition of the
Company whereby the voting shareholders of the Company would have less than 50%
of the voting power of the resulting entity; or (c) any change in the
ownership of more than 50% of the voting capital stock of the Company in one or
more related transactions, in each case without the written approval of Cahill;
or (iv) upon a material breach of the Company’s obligations under the License
Agreement, which beach is not cured within thirty (30) days’ written notice
thereof by Cahill to the Company, to the extent such breach can be cured.

  

 The Company has the right to terminate the License Agreement for
cause if: (i) Cahill is found guilty, whether by conviction or plea
agreement, of a Class A or B federal felony crime or similar class felony crime
under state or local laws; or (ii) upon material
breach of Cahill’s obligations under the License Agreement, which beach is
not cured within thirty (30) days’ written notice thereof by the Company to Cahill,
to the extent such breach can be cured.

  

 The Company is required, within one hundred twenty (120) days
of expiration or termination of the License Agreement, to cease all use of the
Licensed IP subject to having one hundred eighty (180) days after
termination to sell off any existing merchandise or inventory bearing the Name
or Likeness.

  

 The description of the License Agreement and Warrants above is
only a summary and is qualified in its entirety by the full text of the License
Agreement and Warrant to Purchase Common Stock evidencing the Warrants (the “ Warrant
Agreement ”), copies of which are attached hereto as Exhibits 4.1 and
 10.1 , respectively, and are incorporated by reference into this Item
1.01 in their entirety.

  

 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 grant of the Warrants, pursuant to Section 4(a)(2) and/or
Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities
Act ”), since the offer and sale of such securities did not involve a public
offering and the recipient was an “ 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.

  

 Item 7.01 Regulation FD Disclosure.

  

 On June 10, 2026, the Company released a
press release announcing the entry into the License Agreement, a copy of which
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, 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 Forms 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 9.01 Financial Statements and Exhibits.

  

 (d)

 Exhibits.

  

 Exhibit No.

  

 Exhibit
 Description

 4.1*

  

 Warrant
 to Purchase Common Stock granted by Agassi Sports Entertainment Corp. to
 Darren Cahill dated June 4, 2026

 10.1*

  

 Name
 and Likeness License Agreement dated June 4, 2026, by and between Darren
 Cahill

 99.1**

  

 Press
 Release dated June 10, 2026

 104

  

 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

  

 * 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: June
 10, 2026

 Name:

 Ronald
 S. Boreta

  

 Title:

 Chief
 Executive Officer