{"url_path":"/sec/aasp/8-k/2026-06-10/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/930245/0001472375-26-000160-index.html","accession_number":"0001472375-26-000160","cik":"0000930245","ticker":"AASP","issuer_name":"Agassi Sports Entertainment Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/930245/0001472375-26-000160-index.html","primary_entity_key":"0000930245","primary_entity_name":"Agassi Sports Entertainment Corp."},"word_count":1168,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material\nDefinitive Agreement.**\n\n** **\n\nOn June 4, 2026, the Company entered\ninto a Name and Likeness\nLicense Agreement (the “License Agreement”), effective the same date,\nwith Darren Cahill, an individual (“Cahill”). Cahill is a former professional\ntennis player and former coach of Andre K. Agassi.\n\n \n\nPursuant to the License Agreement, Cahill granted the Company a\nnon-exclusive (except as set forth in the License Agreement), worldwide right\nand license to use his name (the “Name”), together with renderings of his\nvoice, image, and likeness, and all attributes of his personality and\nappearance (collectively, the “Likeness”), including any right of\npublicity, in connection with creation, development, manufacturing, operation,\npromotion, distribution, and sales of services and products in connection with the\nCompany’s Business (defined below); including, but not limited to, in\nconnection with the Company’s “Darren AI” platform (the “Platform\nName”), which right of use for the Platform Name is exclusive to the\nCompany. The Company currently plans to create and manage unique content,\nbuilding sports communities around entertainment, media, wellness, education,\ncommerce, and charitable efforts, with the goal of becoming a leading media and\nentertainment company in the world of racket sports (the “Business”).\n\n \n\nNothing in the License Agreement prohibits Cahill from using the\nName and Likeness for any purposes whatsoever, except that Cahill shall not\nprovide his name or likeness to any platform, application, website, or similar\nservice, during the term of the License Agreement in a manner that competes\nwith the Company’s platform, as currently in effect and as may be modified,\nexpanded, or changed, from time to time during the term.\n\n \n\nDuring the term of the agreement, if, and to the extent, Cahill\nprovides the Company with any content created exclusively by Cahill (“Cahill Content”), then, upon the\nterms and subject to the conditions of the License Agreement, Cahill granted to\nthe Company a non-exclusive right and license to use, copy, reproduce, compile,\ndistribute, transmit, broadcast, display, exhibit, project, and otherwise\nexploit the Cahill Content, or in composite and/or conjunction with other\nmaterials, including without limitation, audio, video, animation, text, and\ngraphics, by any means, methods, and technologies now known or hereafter to\nbecome known, solely in connection with the creation, development,\nmanufacturing, operation, promotion, distribution, and sales of products under\nthe Business.\n\n \n\nThe Company must obtain prior written approval from Cahill to\ncreate and exploit derivative works based solely on Cahill Content, unless such\nCahill Content is provided to the Company specifically for use in the Business.\n\n \n\nPursuant to the License Agreement, the Company agreed to provide\nall materials featuring use of any of the Name and Likeness and/or the Cahill\nContent (collectively, the “Licensed IP”) to Cahill for written\napproval before the Company begins making use of such materials; provided that:\n(A) the Company is not required to submit for approval the use of the Name\nand Likeness already in use as of the effective date as reflected on the\nCompany’s current products or services or the Company’s website or platform;\n(B) the Company is not required to submit revised versions of such\nmaterials to Cahill for approval, provided that such materials are\nsubstantially similar to materials that have already been approved by Cahill;\nand (C) Cahill will not unreasonably withhold or delay his approval.\n\n \n\nThe Parties also agreed to cooperate with each other in good faith\nto develop and promote the Business for the term of the License Agreement.\n\n \n\nPursuant to the License Agreement, there are no royalty fees due\nfor the Name and Likeness for the term of the agreement and instead, in lieu of\nany royalty fees, in consideration for entering into the License Agreement and\nagreeing to the terms thereof, the Company granted Cahill, as a one-time fee,\nwarrants to purchase 250,000 shares of the Company’s common stock with a term\nof five years, cashless exercise rights, and an exercise price of $5.00 per\nshare (the “Warrants”).\n\n \n\nThe License Agreement also included indemnification obligations of\nthe parties, limitation of liability language and confidentiality obligations.\n\n \n\n  \n\nUnless otherwise terminated in accordance with the provisions of\nthe License Agreement, the License Agreement continues for a period of fifteen\n(15) years, provided that the License Agreement automatically extends for\nadditional five (5) year periods after the initial term, unless either party\nprovides the other with written notice of their intent not to automatically\nextend the term at least sixty (60) days prior to the end of the initial term\nor any automatic renewal term.\n\n \n\nCahill has the right to terminate the License Agreement for cause\nin the event of any of the following: (i) the Company conducts itself in a\nmanner that brings the Company, or Cahill into material disrepute and\ndegradation in the eyes of the public and/or the media, as determined by Cahill\nin his reasonable good faith determination; (ii) the Company becomes subject to\ncourt-filed charges by any governmental or administrative entity for fraud,\nmismanagement, criminal activity, or other similar bad acts; (iii) the Company\nenters into, or publicly announces its intention to enter into or support, any\nagreement, binding letter of intent, memorandum of understanding or other\ncontract related to: (a) the sale of all or substantially all of the\nCompany’s assets to a third-party(ies); (b) any merger, consolidation,\nplan of arrangement, share exchange, tender offer or other acquisition of the\nCompany whereby the voting shareholders of the Company would have less than 50%\nof the voting power of the resulting entity; or (c) any change in the\nownership of more than 50% of the voting capital stock of the Company in one or\nmore related transactions, in each case without the written approval of Cahill;\nor (iv) upon a material breach of the Company’s obligations under the License\nAgreement, which beach is not cured within thirty (30) days’ written notice\nthereof by Cahill to the Company, to the extent such breach can be cured.\n\n \n\nThe Company has the right to terminate the License Agreement for\ncause if: (i) Cahill is found guilty, whether by conviction or plea\nagreement, of a Class A or B federal felony crime or similar class felony crime\nunder state or local laws; or (ii) upon material\nbreach of Cahill’s obligations under the License Agreement, which beach is\nnot cured within thirty (30) days’ written notice thereof by the Company to Cahill,\nto the extent such breach can be cured.\n\n \n\nThe Company is required, within one hundred twenty (120) days\nof expiration or termination of the License Agreement, to cease all use of the\nLicensed IP subject to having one hundred eighty (180) days after\ntermination to sell off any existing merchandise or inventory bearing the Name\nor Likeness.\n\n \n\nThe description of the License Agreement and Warrants above is\nonly a summary and is qualified in its entirety by the full text of the License\nAgreement and Warrant to Purchase Common Stock evidencing the Warrants (the “Warrant\nAgreement”), copies of which are attached hereto as Exhibits 4.1 and\n10.1, respectively, and are incorporated by reference into this Item\n1.01 in their entirety."}