{"url_path":"/sec/aasp/8-k/2026-06-25/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":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/930245/0001472375-26-000179-index.html","accession_number":"0001472375-26-000179","cik":"0000930245","ticker":"AASP","issuer_name":"Agassi Sports Entertainment Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/930245/0001472375-26-000179-index.html","primary_entity_key":"0000930245","primary_entity_name":"Agassi Sports Entertainment Corp."},"word_count":1553,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material\nDefinitive Agreement.**\n\n** **\n\n*Name and Likeness Agreement with Andre\nAgassi*\n\n** **\n\nOn June 18, 2026, the Company entered\ninto a Name and Likeness\nLicense Agreement (the “License Agreement”), effective the same date,\nwith AKA Licenses, LLC, (“AKA Licenses”), which\nis the holder of the right of publicity to the name, and related uses of the\nname, of ‘Andre K. Agassi’ (the “Name”). Andre K. Agassi (“Agassi”)\nis a former professional tennis player and 8-time tennis Grand Slam winner,\nco-founder of the Company’s current business operations, and a significant\nstockholder of the Company.\n\n \n\nPursuant to the License Agreement, AKA Licenses granted the\nCompany a non-exclusive (except as set forth in the License Agreement),\nworldwide right and license to use the Name, together with renderings of\nAgassi’s voice, image, and likeness, and all attributes of Agassi’s personality\nand appearance (collectively, the “Likeness”), including any right of\npublicity, in connection with creation, development, manufacturing, operation,\npromotion, distribution, and sales of services and products under the Company’s\nBusiness (defined below); provided that the Company shall not use the Name or\nLikeness as a domain name, social media account name, or corporate name,\nwithout the prior written consent of AKA Licenses, except in connection with\nthe Company’s current corporate name “Agassi Sports Entertainment Corp.”\n(the “Corporate Name”), which right of use for the Corporate Name is\nexclusive to the Company. The Company currently plans to create and manage\nunique content, building sports communities around entertainment, media,\nwellness, education, commerce, and charitable efforts, with the goal of\nbecoming a leading media and entertainment company in the world of racket\nsports (the “Business”).\n\n \n\nNothing in the License Agreement prohibits Agassi and AKA Licenses\nfrom using the Name and Likeness for any purposes whatsoever, except that no\nuse thereof shall knowingly conflict with the Company’s use of the Corporate\nName during the term of the agreement.\n\n \n\nDuring the term of the agreement, if, and to the extent, AKA\nLicenses or Agassi provides the Company with any content created exclusively by\nAKA Licenses or Agassi (“AKA\nLicenses Content”), then, upon the terms and subject to the\nconditions of the License Agreement, AKA Licenses granted to the Company a\nnon-exclusive right and license to use, copy, reproduce, compile, distribute,\ntransmit, broadcast, display, exhibit, project, and otherwise exploit the AKA\nLicenses Content, or in composite and/or conjunction with other materials,\nincluding without limitation, audio, video, animation, text, and graphics, by\nany means, methods, and technologies now known or hereafter to become known, solely\nin connection with the creation, development, manufacturing, operation,\npromotion, distribution, and sales of products under the Business.\n\n \n\nThe Company must obtain prior written approval from AKA Licenses\nto create and exploit derivative works based solely on AKA Licenses Content,\nunless such AKA Licenses Content is provided to the Company specifically for\nuse 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 AKA\nLicenses Content (collectively, the “Licensed IP”) to AKA Licenses\nfor written approval before the Company begins making use of such materials;\nprovided that: (A) the Company is not required to submit for approval the\nuse of the Name and Likeness already in use as of the effective date as\nreflected on the Company’s current products or services or the Company’s\nwebsite; (B) the Company is not required to submit revised versions of\nsuch materials to AKA Licenses for approval, provided that such materials are\nsubstantially similar to materials that have already been approved by AKA\nLicenses; and (C) AKA Licenses will not unreasonably withhold or delay its\napproval.\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\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 agreed to pay AKA Licenses a\none-time fee of $250,000, which will be payable upon the earlier of (a) the\nCompany raising more than an aggregate of $3,000,000 from any source after\nentry into the License Agreement, and (b) six months from the parties’ entry\ninto the License Agreement.\n\n \n\nThe License Agreement also included indemnification obligations of\nthe parties, limitation of liability language and confidentiality obligations.\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\nAKA Licenses has the right to terminate the License Agreement for\ncause in the event of any of the following: (i) the Company conducts itself in\na manner that brings the Company, AKA Licenses, or Agassi into material\ndisrepute and degradation in the eyes of the public and/or the media, as\ndetermined by AKA Licenses in its reasonable good faith determination; (ii) the\nCompany becomes subject to court-filed charges by any governmental or\nadministrative entity for fraud, mismanagement, criminal activity, or other\nsimilar bad acts; (iii) the Company enters into, or publicly announces its\nintention to enter into or support, any agreement, binding letter of intent,\nmemorandum of understanding or other contract related to: (a) the sale of\nall or substantially all of the Company’s assets to a third-party(ies);\n(b) any merger, consolidation, plan of arrangement, share exchange, tender\noffer or other acquisition of the Company whereby the voting shareholders of\nthe Company would have less than 50% of the voting power of the resulting\nentity; or (c) any change in the ownership of more than 50% of the voting\ncapital stock of the Company in one or more related transactions, in each case\nwithout the written approval of AKA Licenses; or (iv) upon a material breach of\nthe Company’s obligations under the License Agreement, which beach is not cured\nwithin thirty (30) days’ written notice thereof by AKA Licenses to the Company,\nto the extent such breach can be cured.\n\n \n\nThe Company has the right to terminate the License Agreement for\ncause if: (i) Agassi 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 AKA Licenses’ obligations under the License Agreement, which\nbeach is not cured within thirty (30) days’ written notice thereof by the\nCompany to AKA Licenses, to 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 above is only a summary\nand is qualified in its entirety by the full text of the License Agreement,\nwhich is attached hereto as Exhibit 10.1, and is incorporated by\nreference into this Item 1.01 in its entirety.\n\n \n\n*Lock-Up Agreements*\n\n \n\n                On June 19 and June 24, 2026, the Company\nentered into lock-up agreements dated May 27, 2026, with twenty-three investors\nfrom the Company’s previous November 2024 offering (the “Lock-Up Agreements”),\npursuant to which such investors agreed not to transfer any of the shares of\ncommon stock sold to such investors by the Company in November 2024 (the “November\n2024 Shares”), nor any of the Warrants or Warrant Shares (defined below),\nuntil December 15, 2026, except in connection with certain customary permitted\ntransfers described in the Lock-Up Agreements. In consideration for agreeing to\nthe terms of the Lock-Up Agreements, the Company agreed to grant each of the\ncounterparties entering into the Lock-Up Agreements, warrants to purchase 25%\nof the total shares of common stock purchased by such investors in the November\n2024 offering, exercisable only for cash, with a term of two years and an\nexercise price of $5.00 per share (the “Warrants”, and the shares of\ncommon stock issuable upon exercise thereof, the “Warrant Shares”). The\nLock-Up Agreements contain customary representations and warranties of the\nparties, and registration rights, pursuant to which we have agreed to include\nthe registration of the resale of the November 2024 Shares held by such parties\nentering into the Lock-Up Agreements and the Warrant Shares in a registration\nstatement filed under the Securities Act of 1933, as amended (the “Securities\nAct”), which is required to be filed on or prior to December 15, 2026.\n\n \n\n  \n\n               \nIn total we granted\nWarrants to purchase 657,876 shares of common stock in connection with our\nentry into the Lock-Up Agreements.\n\n \n\n                The\ndescription of the Lock-Up Agreements and the Warrants above is not complete\nand is qualified in its entirety by the full text of the form of lock-up\nagreement and form of Common Stock Purchase Warrant, copies of which are filed\nherewith as Exhibits 10.2 and 4.1, respectively, and incorporated\nby reference into this Item 1.01 in their entirety."}