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): ~~May~~June 224, 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.

~~Private~~On ~~Placement~~June ~~Subscriptions~~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.

OnPursuant ~~May~~to ~~22nd,~~the ~~June~~License ~~1st~~Agreement, Cahill granted the Company a ~~2nd~~non-exclusive ~~and~~(except ~~4th,~~as ~~2026~~set forth in the License Agreement), ~~Agassi~~worldwide ~~Sports~~right and ~~Entertainment~~license ~~Corp.~~to use his name (the “~~Company~~Name”), ~~“we”~~together with renderings of his voice, image, and ~~“us”)~~likeness, ~~entered~~and ~~into~~all ~~Subscription~~attributes ~~Agreements with~~of ~~certain~~his ~~accredited~~personality ~~investors~~and appearance (collectively, the “~~Investors~~Likeness”), ~~pursuant~~including toany ~~which~~right ~~such~~of ~~Investors~~publicity, ~~purchased~~in anconnection ~~aggregate~~with ofcreation, ~~235~~development,~~000~~ ~~shares~~manufacturing, ofoperation, promotion, ~~restricted~~distribution, ~~common~~and ~~stock~~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 “~~Shares~~Platform Name”), which right of use for $5the Platform Name is exclusive to the Company.00 ~~per~~The ~~share~~Company currently plans to create and manage unique content, building orsports acommunities ~~total~~around ofentertainment, $1media,~~175~~ wellness,~~000~~ education, commerce, and charitable efforts, with the goal of becoming a leading media and entertainment company in the world of racket sports (the “Business”).

~~The~~Nothing ~~Subscription~~in ~~Agreements~~the ~~included customary~~License ~~representations~~Agreement prohibits Cahill from using the Name and ~~warranties~~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 ~~Investors~~License ~~and~~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.

~~Registration~~During ~~Rights~~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.

OnThe ~~June~~Company 1,must ~~2026,~~obtain inprior ~~connection~~written ~~with~~approval ~~the~~from ~~Subscription~~Cahill ~~Agreements,~~to ~~the~~create ~~Company~~and ~~entered~~exploit ~~into~~derivative aworks ~~Registration~~based ~~Rights~~solely ~~Agreement~~on ~~(the~~Cahill ~~“Registration~~Content, unless such ~~Rights~~Cahill ~~Agreement”)~~Content inis ~~favor~~provided ofto the ~~Investors~~Company ~~(who~~specifically ~~executed~~for ause ~~counterparty thereof~~ in ~~connection~~the ~~with their investments)~~Business.

Pursuant to the ~~Registration~~License ~~Rights~~ Agreement, the Company agreed to ~~file~~provide all amaterials ~~registration~~featuring ~~statement~~use toof ~~register~~any ~~the resale~~ of the ~~Shares~~Name onand Likeness and/or ~~before~~ the ~~first~~Cahill Content ~~business~~(collectively, ~~day following 45 days after~~ the ~~first~~“Licensed ~~sale~~IP”) to ofCahill ~~Shares~~for written ~~(i.e.,~~approval ~~May~~before ~~22,~~the ~~2026),~~Company ~~and~~begins tomaking use ~~commercially~~of ~~reasonable~~such ~~efforts~~materials; toprovided ~~cause such~~that: ~~registration~~(A) the ~~statement~~Company tois benot ~~declared~~required ~~effective~~to assubmit ~~promptly~~for asapproval ~~possible thereafter. Once effective,~~ the ~~Company~~use ~~agreed~~of ~~to keep~~ the ~~registration~~Name ~~statement~~and ~~effective~~Likeness ~~until~~already ~~the~~in ~~earlier~~use as of ~~(a)~~ the effective date ~~that~~as ~~all~~reflected ~~Shares~~on ~~covered~~the byCompany’s ~~such~~current ~~registration~~products ~~statement~~or ~~(i)~~services ~~have been sold, thereunder~~ or ~~pursuant~~the ~~to Rule~~Company’s ~~144,~~website or platform; (iiB) the ~~may~~Company beis ~~sold~~not ~~without~~required ~~volume~~to orsubmit ~~manner-~~revised versions of~~-sale~~ ~~restrictions~~such ~~pursuant~~materials to ~~Rule~~Cahill ~~144~~for ~~and~~approval, ~~without~~provided ~~the~~that ~~requirement~~such ~~for~~materials ~~the~~are substantially ~~Company~~similar to bematerials ~~in compliance~~that ~~with~~have ~~the~~already ~~current~~been ~~public~~approved ~~information~~by ~~requirement under Rule 144, and~~Cahill; and (bC) Cahill ~~three~~will ~~years~~not ~~after~~unreasonably ~~the~~withhold ~~date~~or ofdelay ~~the~~his ~~Registration Rights Agreement~~approval.

IfThe ~~the~~Parties ~~Company~~also ~~fails~~agreed to ~~file~~cooperate ~~the~~with ~~registration~~each ~~statement~~other byin ~~the required~~good ~~date as disclosed above, then the Company is required to promptly~~faith ~~issue~~ to ~~each~~develop ~~Investor, as liquidated damages~~ and ~~not~~promote ~~as a penalty, additional shares of common stock equal to five percent (5%) of~~ the ~~Shares~~Business ~~then held by such Investor subject to such failure to file. If such failure to file continues~~ for ~~a period of thirty (30) days following~~ the ~~initial~~term ~~occurrence thereof, the Company is required to promptly issue to each such Investor additional shares~~ of ~~common stock equal to an additional five percent (5%) of~~ the ~~Shares then~~License held by such Investor which remain subject to such failure for each additional thirty (30)-day period during which such event continues; provided, however, that the aggregate number of additional shares of common stock required to be issued to any Investor will not exceed fifteen percent (15%) of the Shares originally subject to such failure with respect to such InvestorAgreement.

~~The~~Pursuant ~~Registration~~to ~~Rights~~the License Agreement, ~~includes~~there ~~customary~~are no royalty fees due ~~representations~~for the Name and Likeness for the term of the agreement and instead, ~~indemnification~~in ~~obligations~~lieu of any ~~each~~royalty ~~party~~fees, in consideration for entering into the License Agreement and agreeing ~~other~~to the terms thereof, the Company granted Cahill, as a one-time fee, ~~provisions~~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 ~~foregoing~~License ~~summary of the Registration Rights~~ Agreement ~~does not~~also ~~purport~~included toindemnification beobligations ~~complete and is qualified in its entirety by reference to the full text~~ of the ~~Registration Rights Agreement~~parties, alimitation ~~form~~ of ~~which~~liability islanguage ~~filed as Exhibit 10.1 to this Current Report on Form 8-K~~ and isconfidentiality ~~incorporated herein by reference~~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.

~~The~~Cahill ~~securities~~has ~~offered~~the byright to terminate the ~~Company~~License ~~have~~Agreement for cause ~~not~~in ~~been~~the ~~registered~~event ~~under~~of any of the ~~Securities~~following: ~~Act~~(i) the Company conducts itself in a manner that brings the Company, or Cahill into material disrepute and degradation ~~may~~in ~~not~~the beeyes ~~offered~~of the public and/or ~~sold~~the inmedia, as determined by Cahill in his reasonable good faith determination; (ii) the ~~United~~Company ~~States~~becomes ~~absent~~subject ~~registration~~to court-filed charges by any governmental or anadministrative ~~applicable~~entity ~~exemption~~for ~~from~~fraud, ~~registration~~mismanagement, ~~requirements.~~criminal ~~This Current~~activity, ~~Report~~or onother ~~Form~~similar ~~8-K~~bad isacts; ~~not~~(iii) anthe ~~offer~~Company enters into, or publicly announces its intention to ~~sell~~enter into or support, any agreement, binding letter of intent, memorandum of understanding or other contract related to: (a) the ~~solicitation~~sale of anall or substantially all of the ~~offer~~Company’s assets to ~~buy~~a third-party(ies); (b) any ~~securities~~merger, ~~nor~~consolidation, plan ~~shall~~of ~~there~~arrangement, beshare ~~any~~exchange, ~~sales~~tender offer or other acquisition of ~~securities~~the Company inwhereby 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 ~~jurisdiction~~ownership of more than 50% of the voting capital stock of the Company in ~~which~~one ~~such~~or more ~~offer~~related transactions, ~~solicitation~~in oreach ~~sale~~case ~~would~~without bethe ~~unlawful~~written ~~prior to~~approval ~~registration~~of Cahill; or ~~qualification~~(iv) upon a material breach of the Company’s obligations under the ~~securities~~License Agreement, ~~laws~~which ofbeach ~~any~~is ~~such~~not cured within thirty (30) days’ written notice ~~jurisdiction~~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.

OnThe ~~May~~Company ~~29,~~claims ~~2026,~~an exemption from registration for the ~~Company~~grant ~~granted~~of ~~warrants~~the Warrants, pursuant to ~~purchase~~Section ~~100,000~~4(a)(2) ~~shares~~and/or Rule 506 of ~~its~~Regulation ~~common~~D ~~stock with~~of anthe ~~exercise~~Securities ~~price~~Act of ~~$5.00~~1933, ~~per~~as ~~share~~amended (the “Securities Act”), since the offer and sale of such securities did not involve a ~~term~~public offering ofand ~~five~~the ~~years~~recipient towas ~~its~~an “accredited investor” and had access ~~outside~~to ~~legal~~similar ~~counsel~~information as would be included in ~~consideration~~a ~~for~~registration ~~services~~statement ~~rendered,~~under the ~~which~~Securities ~~warrants~~Act. The securities were offered without any general solicitation ~~include~~by ~~cashless~~us ~~exercise~~or ~~rights~~our representatives. The securities offered have not been registered under the Securities Act and ~~vested~~may ~~immediately~~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 claims an exemption from registration for the issuance of the Shares to the Investors (as discussed in~~ Item 17.01, ~~above) and the grant of the warrants, pursuant to Section 4(a)(2) and/or Rule 506 of~~ Regulation DFD of the Securities Act, since the offer and sale of such securities did not involve a public offering and the recipients were “accredited investors” and had access to similar information as would be included in a registration statement under the Securities ActDisclosure. 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.

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
10.1*		Form of Agassi Sports Entertainment Corp. Registration Rights Agreement (May/June 2026 Offering)
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 5, 2026	Name:	Ronald S. Boreta
Date: June 10, 2026	Name:	Ronald S. Boreta
	Title:	Chief Executive Officer

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