Agassi Sports Entertainment Corp. 8-K

What Happened

• On February 3, 2026, Agassi Sports Entertainment Corp. announced it entered a consulting agreement and granted a third‑party consultant warrants to buy up to 200,000 shares of common stock (three‑year term, $5.00 exercise price, cashless exercise rights; 100,000 exercisable immediately, 100,000 exercisable on the one‑year anniversary).
• On February 4, 2026, director James Askew exercised warrants to purchase 2,269,583 shares at $0.397 per share on a cashless basis. The company issued a net 2,097,740 shares to Mr. Askew after forfeiture of 171,843 warrant shares to satisfy the exercise consideration.

Key Details

• Consultant warrants: 200,000 total; three‑year term; $5.00 per share exercise price; 100,000 immediately exercisable, 100,000 after one year; cashless exercise permitted.
• Director exercise: 2,269,583 warrants exercised; $0.397 exercise price; net issuance of 2,097,740 shares after forfeiture of 171,843 shares.
• Regulatory basis: Consultant grant claimed under Section 4(a)(2) and/or Rule 506 (Reg D) exemptions (private offer to an accredited investor); Askew issuance relied on Section 3(a)(9) (exchange of outstanding securities), with no cash paid to the company.

Why It Matters

• Dilution and share count: The consultant warrants create potential future dilution of up to 200,000 shares if exercised for cash; the director exercise already increased outstanding common stock by 2,097,740 shares (issued net) without bringing cash proceeds to the company.
• Funding and ownership: The Askew transaction was a cashless exchange (company did not receive cash) and was effected by forfeiture of warrant shares to cover the exercise price; the consultant award was a private grant to an accredited investor under Reg D, not a registered public offering.
• For investors: Monitor the company’s outstanding share count and any future exercises of warrants (timing and cash vs. cashless) as these affect dilution, insider ownership, and capital available to the company.