{"url_path":"/sec/aasp/8-k/2026-06-25/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":409,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\n** **\n\nThe information set forth in Item\n1.01 above is incorporated by reference into this Item 3.02 in\nits entirety.\n\n  \n\n                If exercised in full, a maximum of 657,876 shares of common stock would be\nissuable upon exercise of the Warrants.\n\n \n\n                On\nJune 19, 2026, the Company entered into Subscription Agreements with two\naccredited investors (the “Investors”) pursuant to which the Company\nsold the investors an aggregate of 14,000 shares of common stock for an\naggregate of $70,000 ($5.00 per share). The Subscription Agreements included\ncustomary representations and warranties of the Investors and the Company. Each\nof the Investors also entered into the June 1, 2026 Registration Rights\nAgreement previously disclosed by the Company in the Current Report on Form 8-K\nfiled with the Securities and Exchange Commission on June 5, 2026 (“June 5,\n2026 Form 8-K”) and were granted registration rights in connection\ntherewith, as further described in the June 5, 2026 Form 8-K, including our\nrequirement to file a registration statement to register the resale of the\nshares sold by 45 days after the first sale in the offering (May 22,\n2026), and providing for certain liquidated damages in the event the\nregistration statement is not timely filed.\n\n \n\nThe foregoing summary of the Registration\nRights Agreement does not purport to be complete and is qualified in its\nentirety by reference to the full text of the Registration Rights Agreement, a\nform of which is incorporated by reference as Exhibit 10.3 to\nthis Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe Company claims an exemption from\nregistration for the sale of the shares of common stock to the Investors and\nthe grant of the Warrants to the November 2024 investors pursuant to the\nLock-Up Agreements, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D\nof the Securities Act, since the offer and sale of such securities did not\ninvolve a public offering and the recipients were “accredited investors”\nand had access to similar information as would be included in a registration\nstatement under the Securities Act. The securities were offered without any\ngeneral solicitation by us or our representatives. The securities offered have\nnot been registered under the Securities Act and may not be offered or sold in\nthe United States without registration or an applicable exemption from the\nregistration requirements of the Securities Act. No sales commissions were paid\nin connection with the sales of these securities."}