Agassi Sports Entertainment Corp.: converts $1,000,000 note, sells $1,500,000 units

What happened

• The filing says the company previously entered into a Convertible Promissory Note dated Jul 28, 2026 with Investments AKA, LLC, an entity owned and controlled by Andre Agassi.
• The filing says on Oct 15, 2026 the company entered into a First Amendment that converted the $1,000,000 principal balance of the Convertible Note into 200,000 shares of common stock and warrants to purchase 200,000 shares.
• The filing says on Oct 16, 2026 the company entered into a Subscription Agreement with Investments AKA, LLC under which Investments AKA subscribed to purchase 300,000 units (one share and one warrant per unit) at $5.00 per unit for $1,500,000 in the aggregate.

Key details

• The original Convertible Note had a principal of $1,000,000, interest at 3.96% per annum compounded semi-annually, and a maturity date of Jul 27, 2027; the First Amendment converted the principal into equity and confirmed that any accrued interest was forgiven.
• The First Amendment issued 200,000 shares and Note Warrants to purchase 200,000 shares; the Note Warrants have a term of 3 years through Oct 15, 2029, cash-only exercise rights, and an exercise price of $7.00 per share.
• The Subscription Agreement sold 300,000 shares and Subscription Warrants (terms identical to the Note Warrants) for $1,500,000; Investments AKA received piggy-back registration rights for 2 years from the Subscription Agreement date.
• After issuance of the Note Shares and Subscription Shares, the filing says the company will have 13,711,824 shares of common stock issued and outstanding.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) covers the First Amendment to the Convertible Promissory Note and the Subscription Agreement.
• Item 3.02 (unregistered sales of equity securities) notes that the issued securities were sold in private transactions and were not registered under the Securities Act.
• Item 8.01 (other events) reports the post-issuance outstanding share count.
• The filing does not explain why the insider traded or why the company acted.