Agassi Sports Entertainment Corp. 8-K

What Happened

• Agassi Sports Entertainment Corp. announced a private placement under which accredited investors purchased 235,000 restricted common shares at $5.00 per share for an aggregate of $1,175,000. Subscription Agreements were executed on May 22, June 1, June 2 and June 4, 2026.
• On June 1, 2026 the Company entered into a Registration Rights Agreement with those investors requiring the Company to file a registration statement to register resale of the shares within 45 days after the first sale (the first sale occurred May 22, 2026) and to use commercially reasonable efforts to have that registration declared effective as promptly as possible.

Key Details

• 235,000 shares issued at $5.00 per share; total proceeds = $1,175,000.
• Subscription dates: May 22, June 1, June 2 and June 4, 2026.
• Registration Rights Agreement requires filing to permit resale and keeps the registration effective until shares can be sold under Rule 144 without restrictions or for up to three years.
• If the Company fails to file on time, it must issue additional shares equal to 5% of the affected shares as liquidated damages, and an additional 5% for each successive 30-day failure period, capped at 15%.

Why It Matters

• The transaction provides the Company with immediate capital of $1.175M, which may support operations, growth or other corporate needs.
• The Registration Rights Agreement gives investors a clear path to resell their shares once the registration is effective, and creates a concrete penalty (additional shares) for failure to timely register — a potential source of dilution if the Company misses deadlines.
• The shares were issued as unregistered restricted securities and may not be resold in the U.S. except pursuant to an effective registration statement or an applicable exemption until the registration requirements are met.