Agassi Sports Entertainment Corp. filed a Current Report on Form 8-K dated October 22, 2026, detailing several corporate governance changes. The Board of Directors increased its size to three members and appointed Mr. Clive G. Brookes as a director and Chairman of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee.
According to the filing, Mr. Brookes is 72 years old and brings over 25 years of experience in Canadian capital markets and the mineral exploration sector. He currently serves as President, Chief Executive Officer, and a director of Atoro Capital Corp., a capital pool company listed on the TSX Venture Exchange, and as President and a director of Goldcana Resources Inc., listed on the Canadian Securities Exchange. The Board determined that Mr. Brookes is independent under Nasdaq Capital Market rules and has no family relationships with other officers or directors.
The Company also entered into indemnification agreements with each director and officer on or around October 23, 2026. These agreements provide for the indemnification of Indemnitees against expenses, judgments, fines, and settlements related to covered proceedings arising from their service to the Company. The agreements also require the Company to advance reasonable expenses within 30 days of a written request, subject to repayment if a court determines the expenses are not indemnifiable. The agreements are governed by Nevada law and exclude payments for short-swing profits under Section 16(b) of the Securities Exchange Act.
In addition to the indemnification agreements, the Board approved a Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation, effective October 22, 2026. This policy mandates the recovery of incentive compensation from current and former executive officers if the Company is required to prepare an accounting restatement, regardless of whether the officer engaged in misconduct. The recovery applies to incentive compensation received within the three fiscal years preceding the restatement.
The Board adopted charters for the Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee on October 22, 2026. The sole member and Chairman of each committee is Mr. Brookes. The Company also adopted a Code of Ethical Business Conduct and an insider trading policy on the same date, which are attached as exhibits to the filing.
