Agassi Sports Entertainment Corp. (AASP): director Clive G. Brookes elected to the board

Events in this filing

Item 5.02 as filed

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d)
Director Appointment
Effective
on October 22, 2026, the Board of Directors of Agassi Sports Entertainment Corp. (the “ Company ”, “ we ”
and “ us ”), increased the number of members of its Board of Directors to three, and appointed Mr. Clive G. Brookes
as a member of the Board of Directors of the Company and as Chairman of the newly formed Audit Committee, Nominating and Corporate Governance
Committee and Compensation Committee of the Board of Directors (see Item 8.01 , below).
The
Board of Directors determined that Mr. Brookes was “ independent ” pursuant to the rules of the Nasdaq Capital Market
and pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.
Mr.
Brookes is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements
or understandings between Mr. Brookes and any other person pursuant to which Mr. Brookes was selected to serve as a director of the Company,
nor is Mr. Brookes a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
There
are no family relationships between any director or executive officer of the Company, including Mr. Brookes.
Mr.
Brookes will be entitled to receive compensation from time to time as approved by the Board of Directors of the Company; provided that
the Company does not currently have any fixed compensation for directors. Mr. Brookes is also entitled to participate in the Company’s
equity incentive plans in effect and as amended from time to time.
Biographical
information for Mr. Brookes is provided below:
Clive
G. Brookes, age 72
Clive
G. Brookes has more than 25 years of experience in Canadian capital markets, public company management and the mineral exploration sector.
Since 1990, he has served as President of Sunrise Communications Ltd., a private company providing management services to public companies.
Since August 2018, he has served as President, Chief Executive Officer and a director of Atoro Capital Corp., a capital pool company
listed on the NEX board of the TSX Venture Exchange (NEX:TTO.H), where he also serves on the audit committee. Since June 2023, he has
served as President and a director of Goldcana Resources Inc., a mineral exploration company listed on the Canadian Securities Exchange
(CSE:GC), where he also serves as Chief Executive Officer, Secretary and an audit committee member. Mr. Brookes has served as a director
of HIRE Technologies Inc., a staffing, recruitment and human resources technology company, since November 2023, and as an independent
director of Quarterback Resources Inc., a mineral exploration company listed on the Canadian Securities Exchange (CSE:QB), since February
2025. He also chairs Quarterback’s audit committee. Since 2008, Mr. Brookes has served as a director of Goldzone Exploration, Inc.,
a private company. His prior positions include Chairman, President and Chief Executive Officer of Juggernaut Exploration Ltd.; Chief
Financial Officer, Secretary and a director of EnerGulf Resources Inc.; and Chief Financial Officer and a director of Candelaria Mining
Corp. Mr. Brookes holds a Bachelor of Commerce degree from the University of British Columbia.
The
Board believes that Mr. Brookes’ experience in public company management, financial reporting, regulatory compliance and corporate
governance qualifies him to serve as a director of the Company.
(e)
Compensatory Arrangements
On
or around October 23, 2026, the Company entered into indemnification agreements, in substantially the form attached as Exhibit
10.1 to this Current Report on Form 8-K (the “ Indemnification
Agreements ”), with each director serving on the Company’s Board of Directors and each officer of the Company
(each, an “ Indemnitee ”).
Each
Indemnification Agreement provides that the Company will indemnify the applicable Indemnitee, to the fullest extent permitted by applicable
law and subject to the agreement’s conditions and exclusions, against expenses, including reasonable attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with covered proceedings arising by reason of the
Indemnitee’s service to the Company or service at the Company’s request to another enterprise. Covered proceedings include
threatened, pending or completed civil, criminal, administrative, legislative or investigative proceedings, including proceedings brought
by or in the right of the Company, subject to the limitations applicable to such proceedings. The agreements also provide for indemnification
of reasonable expenses incurred as a witness or other nonparty participant in a covered proceeding and for contribution in certain circumstances.
The
Company must advance reasonable expenses incurred in connection with covered proceedings, generally within 30 days after receipt of a
written request reasonably evidencing those expenses, subject to the agreements’ conditions and exclusions. Each Indemnitee undertakes
to repay amounts advanced to the extent ultimately determined by a court of competent jurisdiction, after exhaustion of any appeals taken,
not to be indemnifiable. The agreements establish procedures for determining entitlement to indemnification, address the defense and
settlement of covered proceedings, and provide for judicial enforcement of indemnification and advancement rights. Reasonable enforcement
expenses are subject to advancement, with ultimate indemnification generally available to the extent the Indemnitee is successful.
The
agreements exclude, subject to their terms and applicable law, duplicate payments, disgorgement of short-swing profits under Section
16(b) of the Securities Exchange Act of 1934, certain compensation reimbursements and clawbacks, certain proceedings initiated by the
Indemnitee without prior board authorization, and payments prohibited by applicable law. An exclusion from ultimate indemnification does
not, by itself, preclude lawful advancement of defense expenses, subject to the agreements’ repayment requirements.
The
rights provided by the agreements are in addition to other indemnification and advancement rights available to the Indemnitees. The Company’s
obligations extend to service beginning when each Indemnitee first held a covered position and continue after that service ends for so
long as the Indemnitee may be subject to a covered proceeding or related enforcement action. The agreements bind the Company’s
successors and require a successor to all or substantially all of its business or assets expressly to assume its obligations. The Company
also agrees to use commercially reasonable efforts to obtain and maintain directors’ and officers’ liability insurance. The
agreements are governed by Nevada law and provide for enforcement in specified Nevada courts.
The
foregoing description is qualified in its entirety by reference to the full text of the form of Indemnification Agreement filed as Exhibit
10.1 to this report, which is incorporated herein by reference.
On
October 22, 2026, the Board of Directors approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation
(the “ Clawback Policy ”), with an effective date of October 22, 2026, in order to comply with the final clawback rules
adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“ Rule 10D-1 ”),
and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “ Final Clawback Rules ”).
The
Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive
officers as defined in Rule 10D-1 (“ Covered Officers ”) of the Company in the event that the Company is required to
prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless
of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.
Under the Clawback Policy, the Board of Directors will recoup from the Covered Officers erroneously awarded incentive compensation received
within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting
restatement.
The
foregoing summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text
of the Clawback Policy, a copy of which is attached hereto as Exhibit 99.4 , to this Current Report on Form 8-K and
incorporated herein by reference.