NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated events through November XX, 2026, the filing date of this Form 10-Q, and determined that there have been no subsequent events that occurred that would require adjustments to our disclosures in these unaudited condensed interim financial statements, except as discussed below:

As discussed in greater detail in Note 6, on July 28, 2026, the Company entered into the Investments AKA Convertible Note. On October 16, 2026, the Company entered into a First Amendment to Convertible Promissory Note (the “First Amendment”) dated October 15, 2026, with Investments AKA, which amended the AKA Convertible Note to provide for the conversion, effective immediately upon the parties entry into the First Amendment, of the $1,000,000 principal balance of the Convertible Note into 200,000 shares of the Company’s common stock (the “Note Shares”), and warrants to purchase 200,000 shares of common stock of the Company (the “Note Warrants”), based on a unit (one share of common stock and one warrant) price of $5.00 per share, the same unit price paid by recent investors in the Company’s private placement (as discussed in greater detail below). Because Investments AKA is a related party, the Company expects to account for the conversion as a capital transaction, with any difference between the fair value of the Note Shares and Note Warrants and the $1,000,000 carrying amount of the note recorded in additional paid-in capital and no gain or loss is recognized.

The First Amendment included customary representations of the parties, confirmed that the Convertible Note was satisfied in full upon conversion thereof, and clarified that it was the intention of the parties that interest would accrue under the Convertible Note semi-annually, that no interest had accrued as of the conversion date of the AKA Convertible Note, and that to the extent that any interest had accrued, that such interest was forgiven by Investments AKA.

The Note Warrants have a term of three years (through October 15, 2029), cash only exercise rights, an exercise price of $7.00 per share, and customary adjustment provisions for stock splits, recapitalizations and similar transactions affecting the Company.

On October 16, 2026, the Company entered into a Subscription Agreement with Investments AKA, pursuant to which Investments AKA subscribed, in a private transaction, to purchase 300,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock of the Company, for $5.00 per unit, or $1,500,000 in aggregate. The Subscription Agreement warrants have identical terms as the Note Warrants, discussed above.

The Subscription Agreement included customary representations and warranties of Investments AKA and the Company. The Subscription Agreement also provided Investments AKA piggy-back registration rights for the Note Shares, Subscription Agreement shares and the shares of Company common stock issuable upon exercise of the Note Warrants and Subscription Agreement warrants, for a period of two years from the date of the Subscription Agreement, which applies to any secondary offering registration statement filed by the Company, subject to customary exceptions and carveouts, and subject to customary pre-requisites of Investments AKA.

On October 12, 2026, the Company issued an investor relations firm 50,000 shares of restricted common stock in consideration for strategic advisory and investor relations consulting services to be rendered to the Company over a term of six months.

On October 30, 2026, Agassi Sports Licensing LLC, a newly formed wholly-owned subsidiary of the Company, entered into a Merchandise License Agreement (the “Grateful Dead License Agreement”), with Rhino Entertainment LLC (“Rhino”). Rhino is the master licensee of Grateful Dead Productions, which in turn is the owner of Grateful Dead’s records and performances and numerous Grateful Dead trademarks.

Pursuant to the Grateful Dead License Agreement, Rhino granted Agassi Sports Licensing LLC a worldwide, non-exclusive, non-transferable, non-assignable right to use certain Grateful Dead Brand trademarks, indicia and artwork as described in the Grateful Dead License Agreement (collectively, the “Licensed Property”), solely in connection with the manufacture, distribution and sale of certain (a) pickleball and padel equipment and accessories, (b) pickleball and padel apparel, and (c) water bottles and tumblers (collectively, the “Licensed Products”).

Approved channels of distribution under the agreement include direct to consumer sales (including through the Company’s ecommerce website and at pickleball/racquet sporting events and wholesale sales through department stores, online retails, sporting good stores, and others.

In consideration for providing us rights under the Grateful Dead License Agreement, we agreed to pay Rhino a royalty on the net sales of Licensed Products (“Royalties”).

We also agreed to pay Rhino certain “Guaranteed Payments” relating to the Royalties each contract year and to advance a portion of the Guaranteed Payments, including certain amounts required to be paid upon entry into the agreement. Advance payments are recoupable from Royalties due and are nonrefundable. In the event the actual Royalties are less than the Guaranteed Payments, we are required to pay Rhino the difference between such Guaranteed Payments and such actual Royalties at the end of the applicable contract year.

The Grateful Dead License Agreement has an initial term through June 30, 2030, subject to the right to extend the agreement under certain circumstances.

We also agreed to make certain advertising expenditures during each contract year of the Term and the Grateful Dead License Agreement includes certain minimum net sales requirements for each year of the term.

The initial marketing date for Licensed Products to be marketed under the agreement is no later than May 1, 2027 and the initial shipment date for Licensed Products to be sold by the Company is no later than July 1, 2027.

On October 30, 2026, we entered into a Manufacturer Agreement for Use of Licensed Property dated October 26, 2026 (the “Manufacturer Agreement”), with a manufacturer (the “Manufacturer”). Pursuant to the Manufacturer Agreement, the Manufacturer agreed to manufacture and distribute the Licensed Products for us. The Manufacturer Agreement has a term from October 26, 2026, through June 30, 2030, unless earlier terminated as provided therein, and also terminates automatically upon the termination of the Grateful Dead License Agreement.

The Manufacturer Agreement includes customary representations and warranties of the parties, including as to the Manufacturer’s manufacturing and employment practices; requirements for us to indemnify the Manufacturer for losses relating to any alleged misuse or infringement of intellectual property rights; mutual indemnification obligations of the parties; inspection rights for the Company; and mutual confidentiality obligations.

We have the right to terminate the Manufacturer Agreement if (i) the Manufacturer breaches the agreement and the Manufacturer fails to cure the purported breach within 30 days after notice thereof; and (ii) promptly upon giving or receiving notice of termination of the Grateful Dead License Agreement.

We agreed to reimburse the Manufacturer for all costs and expenses incurred by the Manufacturer upon termination of the Manufacturer Agreement, including payment for finished goods, work in process, non-cancelable commitments, equipment used to manufacture products under the agreement, packaging, raw materials, and costs of destruction of inventory if requested, provided, no reimbursement shall be required if the Manufacturer or its subcontractor engaged in the unauthorized use of the Licensed Property.

On November 5, 2026, the Company entered into separate Media Value Letter Agreements (the “Media Value Agreements”) with each of Sinclair Television Group, Inc. (“Sinclair”) and The Tennis Channel, LLC (the “Tennis Channel”, and together with Sinclair, the “Media Value Providers”). Pursuant to the Media Value Agreements, during the two year term of the Media Value Agreements, each of the Media Value Providers and the Company, agreed to work together and determine the appropriate procurement of inventory based on advertising availabilities (each an “Ad Buy”) on Sinclair/Tennis Channel owned and/or operated properties which may include without limitation, its linear television, digital, or social media properties with a net media value of $1.5 million ($300,000 as to Sinclair and $1.2 million as to Tennis Channel), based on the Media Value Provider’s then-current rate card (“Media Value”).

In consideration for Sinclair and Tennis Channel providing an aggregate of $1.5 million of Media Value to the Company, we agreed to issue the Media Value Providers an aggregate of 300,000 shares of restricted common stock (60,000 shares to Sinclair and 240,000 shares to the Tennis Channel) (the “Media Value Shares”), with an agreed upon value of $5.00 per share, pursuant to separate Media Value Share Issuance Agreements entered into between each of the Media Value Providers and the Company on November 5, 2026 (the “Equity Agreement”).

The Equity Agreements confirmed the $5.00 per share value of the Media Value Shares; provide that the Media Value Shares shall not be subject to forfeiture, cancellation, repurchase, redemption, set-off or clawback by the Company for any reason; include customary representations and warranties of the Company and the Media Value Providers; and provide for mutual indemnification rights for breaches of the Equity Agreements by either party.

The Media Value Shares are subject to lock-up restrictions prohibiting each Media Value Provider from transferring any Media Value Shares during the six months following the date of the Equity Agreements. Thereafter, half of the Media Value Shares issued to each Media Value Provider, subject to equitable adjustment for stock dividends, stock splits and similar transactions, remain subject to the lock-up until the first anniversary of the date of the agreements, while the remaining Media Value Shares are released from the lock-up. These restrictions also apply to certain securities issued in respect of the Media Value Shares and prohibit pledges, short sales, hedging and other transactions that transfer the economic consequences of ownership.

The lock-up permits customary transfers without consideration to affiliates and direct equity holders, subject to prior notice, the transferee’s written agreement to the applicable restrictions and compliance with applicable securities laws. Exceptions also apply to transfers in board-approved tender offers, exchange offers, mergers or change of control transactions, registered offerings in which the Media Value Provider includes its securities pursuant to the applicable Equity Agreement, and transfers required by law or court order. The lock-up terminates automatically if the Company materially breaches the applicable agreement and fails to cure the breach within 30 days after receiving written notice from the Media Value Provider.

The Equity Agreements grant the Media Value Providers piggyback registration rights to include the resale of the Media Value Shares in certain registration statements filed by the Company for its own account or for other securityholders, subject to timely election, customary information requirements, specified exceptions and limitations, and customary underwriter, placement agent and Securities and Exchange Commission cutbacks. These piggyback rights expire on the earlier of five years after the date of the Equity Agreements and the date all Media Value Shares may be sold without restriction or limitation, and without a restrictive legend, under Rule 144. In addition, if, at any time after six months following the date of the Equity Agreements, the Media Value Shares cannot be sold without restriction or limitation under Rule 144, the Media Value Provider may request that the Company register their resale. Upon such request, the Company must file a resale registration statement within 45 days, or 30 days if the Company is eligible to use Form S-3 or another short-form registration statement, use commercially reasonable efforts to obtain effectiveness thereof within 90 days after the request, and maintain effectiveness thereof until all covered securities have been sold or may be sold without restriction or limitation under Rule 144. The Company will bear the registration expenses of such filing, subject to specified exclusions, and the parties have agreed to customary mutual indemnification provisions.

If the Company fails to include Media Value Shares required to be included in a registration statement or fails to meet the applicable filing or effectiveness deadlines, subject to the Equity Agreement’s exceptions and limitations, a Media Value Provider may, upon written notice, suspend its obligations under the Media Value Agreement, including providing Media Value and procuring, placing or fulfilling Ad Buys, without breaching either agreement. The suspension may continue until the affected shares are covered by an effective resale registration statement or the Company, at its expense, obtains an appropriate Rule 144 resale opinion. The Media Value Provider must immediately resume performance upon satisfaction of either condition, and any suspension will not extend the term of the Media Value Agreement.

We also agreed that, without the approval of the Media Value Providers, we would not grant any registration rights that conflict with, or rank senior to, the registration rights of the Media Value Providers, until such time as the Media Value Shares have been registered under the Securities Act, unless we provide the same rights to the Media Value Providers.

Effective on November 6, 2026, the Board of Directors appointed director James Askew as the Non-Executive Vice Chairman of the Board of Directors, to serve until his successor is appointed or his earlier resignation, removal by the Board of Directors or cessation of service as a director. In this non-executive Board role, he shall assist the Board of Directors, its Chairman, if any, and management with strategic planning; evaluating, structuring and negotiating transactions; reviewing and advising on agreement terms; attending counterparty meetings and negotiations; coordinating with the Company’s advisers; facilitating Board of Directors and management communications and follow-up; and reporting material developments and recommendations to the Board. He shall also perform other related duties assigned by the Board. The appointment does not make him an officer, employee or independent director, confer authority to bind the Company or direct employees, or authorize responsibilities reserved to independent directors.