UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
OR
☐TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________________ to ___________________
Commission
File Number 001-38508
SPORTS
ENTERTAINMENT GAMING GLOBAL CORPORATION
(Exact
name of registrant as specified in its Charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5049 Edwards Ranch Road, 4th Floor, Fort Worth, TX 76109
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (737)587-3391
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.001 per share SEGG The Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). YES ☒ NO ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The
aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of December 31, 2025, the last
business day of the registrant’s most recently completed fourth fiscal quarter, was approximately $5.2 million, calculated by using
the closing price of the registrant’s common stock on such date on The Nasdaq Stock Market LLC of $0.73.
As
of July 7 2026, there were 22,816,406
shares of the registrant’s common stock, par value $0.001
per share, outstanding.
Table
of Contents
Page
PART I 1
Item 1. Business. 1
Item 1A. Risk Factors. 13
Item 1B. Unresolved Staff Comments. 48
Item 1C Cybersecurity 48
Item 2. Properties. 48
Item 3. Legal Proceedings. 48
Item 4. Mine Safety Disclosures. 51
Item 6. [Reserved]. 57
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 68
Item 8. Financial Statements and Supplementary Data. F-1
Item 9A. Controls and Procedures. 69
Item 9B. Other Information. 71
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 71
PART III 72
Item 10. Directors, Executive Officers and Corporate Governance. 72
Item 11. Executive Compensation. 77
Item 14. Principal Accounting Fees and Services. 81
Item 15. Exhibits, Financial Statement Schedules. 83
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including statements about the financial condition, results of operations, earnings outlook and prospects of Sports Entertainment Gaming Global Corporation (“SEGG Media”,
“SEGG”, the “Company”, “we” or “us”).
Forward-looking
statements appear in a number of places in this Annual Report, including, without limitation, under the headings in Part I,
“Item 1. Business,” “Item 1A. Risk Factors,” and in Part II, “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as
“plan,” “believe,” “expect,” “anticipate,” “intend,”
“outlook,” “estimate,” “forecast,” “project,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict,”
“should,” “would” and other similar words and expressions, but the absence of these words does not mean that
a statement is not forward-looking.
Forward-looking
statements are based on the current expectations of the management of SEGG Media and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments
will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors discussed and identified in public filings made with the
Securities and Exchange Commission (the “SEC”) by SEGG Media, as well as the following:
● Our inability to compete for consumer discretionary time and income.
ii
● Our ability to achieve profitability and growth.
● Failure to offer high-quality user support.
● Limited liquidity and trading of our securities in the public markets.
The
risks described under the heading “Item 1A. Risk Factors” are not exhaustive. Other sections of this Report describe
additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors
emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors
on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those
contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance
on these statements, which speak only as of the date hereof. All forward-looking statements attributable to SEGG Media or persons acting
on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. SEGG Media. undertakes no obligations
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law and regulation.
iii
PART
I
Item
1. Business.
Legacy
Matters and Corporate Reset
We
were originally formed as Trident Acquisition Corp., a Delaware corporation on March 17, 2016, for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or
more businesses. On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto,
Inc. (“AutoLotto”). Following the closing of the Business Combination (the “Closing”) we changed our name from
“Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. On January
27, 2026, the Company changed its name to Sports Entertainment Gaming Global Corporation (“SEGG Media.”). Unless the context
requires otherwise, references to the “Company,” “we,” “us,” “our,” “Lottery.com”,
“Lottery.com Inc.,” “SEGG,” and “SEGG Media” refer to Sports Entertainment Gaming Global Corporation
and its consolidated subsidiaries.
The
Company has undertaken a comprehensive transformation to address historical operational, financial, and governance challenges (collectively,
“Legacy Matters”) that primarily arose prior to mid-2022. These Legacy Matters materially impacted the Company’s business
operations, financial condition, and capital structure. Since that time, management and the Board have executed a disciplined corporate
reset designed to stabilize the business, strengthen governance, and reposition the Company for sustainable, revenue-driven growth.
Decisive
Actions to Address Historical Disruption
In
2022, the Company experienced a significant disruption to its legacy operations, including the cessation of certain core business activities.
This disruption resulted in a meaningful contraction in revenue and necessitated immediate action to preserve liquidity and stabilize
the enterprise.
Management
responded by implementing cost containment measures, rationalizing operations, and prioritizing capital allocation toward critical restructuring
and compliance initiatives. These actions, while necessary, fundamentally reshaped the Company and created a clear inflection point from
which the current strategy has emerged.
Legacy
Revenue Model Concentration
Historically,
the Company’s revenue model was substantially concentrated in lottery ticket sales and related transactional services. Our legacy
lottery platform was designed to enable users to remotely purchase legally authorized lottery games through licensed partners, while
providing data analytics, affiliate marketing solutions and promotional tools to commercial clients. This single-line revenue dependence
limited diversification and exposed the business to regulatory, operational, and market-specific risks inherent to the lottery ecosystem.
The disruption to these operations in 2022 underscored the limitations of this model and highlighted the need for a more diversified
and resilient revenue base. As part of the corporate reset, the Company expanded beyond lottery facilitation into broader sports and
entertainment verticals, combining content creation, digital publishing, domain-based audience acquisition and interactive gaming technologies.
This evolution reflects our strategy to leverage established brands, premium digital assets and media platforms to drive diversified
revenue streams.
Strengthening
Financial Reporting and Internal Controls
The
Company identified material weaknesses in its internal control over financial reporting during this period, including limitations in
technical accounting resources, deficiencies in review and oversight processes, delays in financial reporting, and insufficient segregation
of duties.
Since
that time, the Company has taken targeted actions to enhance its control environment, including upgrading finance and accounting
capabilities, implementing more robust review procedures, utilizing outside accounting and reporting resources, and improving
financial reporting processes. These efforts are part of an ongoing remediation plan designed to align the Company’s internal
controls with the expectations of a Nasdaq-listed public company and support reliable, timely financial reporting.
Governance
Reset and Leadership Alignment
A
key component of the corporate reset has been the realignment of leadership and governance. The Company has refreshed its executive team
and Board composition to enhance oversight, improve accountability, and bring in experience aligned with the Company’s evolving
strategic focus.
This
governance reset reflects a deliberate shift toward execution-oriented leadership with experience in capital markets, operational restructuring,
and strategic transactions. The current leadership team is focused on disciplined decision-making, capital efficiency, and delivering
measurable results.
Resolution
and Management of Legacy Legal and Regulatory Matters
The
Company has addressed, and continues to manage, certain legal and regulatory matters arising from historical activities. These matters
have required the allocation of financial and management resources; however, the Company has taken proactive steps to cooperate with
regulatory authorities and implement enhanced compliance and oversight practices.
Management
believes these actions have materially strengthened the Company’s risk management framework and reduced exposure to similar issues
going forward. Additional information is provided in “Item 3. Legal Proceedings” and in the notes to the consolidated financial
statements.
Rebuilding
the Capital Base and Liquidity Profile
The
Legacy Matters had a significant impact on the Company’s liquidity and capital structure, necessitating a shift toward external
financing to support operations and restructuring efforts. The Company has executed financing transactions involving both equity and
debt securities to fund its transformation.
These actions have been critical to stabilizing the business and positioning
the Company to pursue growth opportunities. Management remains focused on optimizing the capital structure and deploying capital in a
manner that is expected to generate attractive risk-adjusted returns.
Strategic
Repositioning Toward Scalable, Revenue-Generating Platforms
As
part of its corporate reset, the Company has repositioned its strategy toward building a diversified platform at the intersection of
sports, entertainment, and gaming, with a clear emphasis on revenue generation and scalability.
Key
elements of this repositioning include:
● Expanding digital media, content, and audience monetization capabilities;
● Pursuing international expansion opportunities in targeted markets.
This
strategy reflects a deliberate move away from early stage,
capital-intensive or speculative initiatives toward initiatives with clearer pathways to monetization and value creation.
A
Disciplined, Execution-Focused Operating Model
The
Company has adopted a disciplined operating framework centered on capital allocation, execution, and accountability. Management prioritizes
initiatives that are either supported by existing capital or expected to contribute meaningfully to near- or medium-term financial performance.
This
approach is designed to balance growth with financial prudence and to ensure that the Company’s resources are deployed efficiently
to maximize stockholder value.
Current
Position and Path Forward
The
actions taken to address Legacy Matters have established a foundation for the Company’s next phase of growth. While the
effects of these matters continue to influence the Company’s financial condition, the business has transitioned from
stabilization to a strategic growth phase focused on execution.
Management
is focused on:
● Scaling revenue-generating operations;
● Integrating and optimizing strategic acquisitions;
● Strengthening the balance sheet; and
● Maintaining a robust control and compliance environment.
The
Company believes that the combination of a refreshed leadership team, improved governance, and a clear strategic focus positions it to
capitalize on opportunities within its target markets and deliver long-term value to stockholders.
Overview
and Recent Developments
SEGG Media is a global sports, entertainment and gaming company operating at the intersection of digital content,
fan engagement and regulated gaming. Originally founded in 2016 as a technology platform focused on facilitating lawful lottery participation
and data services, the Company has evolved into a diversified media and interactive entertainment enterprise. Through strategic restructuring
and expansion, SEGG Media is building an integrated ecosystem designed to connect fans to the games, events and experiences they care
about in compliant, technology-enabled environments.
SEGG Media’s growth
strategy includes acquiring and scaling revenue-generating assets in sports media, digital publishing, esports, fan communities and gaming
technology. The Company has pursued majority and supermajority ownership positions in strategic targets to consolidate operations, expand
global reach and create cross-platform monetization opportunities. Our portfolio approach is designed to integrate media distribution,
sponsorship, advertising, data, subscription, licensing and regulated gaming revenue models under a unified brand architecture.
We operate with a focus
on regulatory compliance, corporate governance and scalable infrastructure appropriate for a publicly traded company. Our operations
are subject to applicable federal, state and international laws governing gaming, promotional activities, advertising, data privacy
and securities regulation. We are committed to maintaining transparent reporting practices, strong internal controls and aligning
management incentives with long-term shareholder value creation.
SEGG Media’s mission
is to build a globally recognized sports, entertainment and gaming platform that combines immersive content, innovative technology and
responsible engagement. By leveraging strategic acquisitions, premium digital properties and experienced leadership, we seek to deliver
sustainable growth, expand international market presence and create long-term value for our shareholders.
The
Company owns and operates three premium domain brands: Sports.com, Concerts.com, and Lottery.com representing the Company’s three
operating focuses: Sports, Entertainment, and Gaming.
Sports
Sports.com
is a next-generation global sports streaming and content platform designed to meet the evolving demands of digital audiences.
Focused on delivering premium short-form video, curated articles, access to predictive markets and live event coverage,
the platform combines mobile-first accessibility, AI-driven personalization, and community engagement to create a unified experience
for fans worldwide.
The
business launched with a sponsor-supported freemium model. Initial target markets include the United States, Latin America (LATAM), India, and the Gulf Cooperation
Council (GCC) regions with fast-growing streaming adoption and underserved sports segments. The platform will also build strategic
partnerships with regional sports leagues, influencers, and brands to accelerate content acquisition and market
penetration.
Additionally,
the Company will develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content. This new arm
of the business will serve as the cornerstone of the Company’s global expansion into entertainment media and immersive storytelling.
Currently
in development, Sports.com Predict will introduce prediction functionality directly into the Sports.com ecosystem, creating a high-margin,
recurring revenue stream for SEGG Media. By embedding prediction markets at the heart of Sports.com, the Company expects to convert fan
engagement into transactional activity, unlocking a scalable growth engine as the global prediction markets sector expands.
The
Company has three wholly-owned subsidiaries to support the operations of the Sports-related activities: Sports.com Media Group Ltd, Sports.com Studios Ltd., and Sports Predicts Ltd.
Entertainment
The
Company is pursuing multiple revenue models in the entertainment vertical. Through TicketStub.com, the Company has a platform which allows
it to generate revenue via direct-to-consumer ticket sales and through affiliate commissions with both first and second tier ticketing
services. Concerts.com will focus on delivering free and subscription-based content related to the music industry. Features will include
live and recorded concert streaming, music instruction, a licensed and fan-produced merchandise marketplace, and entertainment news.
The
Company’s majority owned subsidiary, DotCom Ventures, Inc., operates two brands to support the operations of entertainment related
activities: TicketStub.com and Concerts.com.
Gaming
The
Company has an independent third-party lottery game service. It offers multiple gaming platforms to enable the remote purchase of legally
sanctioned lottery and sweepstakes games in the U.S. and abroad (the “Platforms”). The Company’s revenue generating
activities are focused on (i) offering the Platforms via apps and websites to users located in the U.S. and international jurisdictions
where the sale of lottery and sweepstakes games is legal and our services are enabled for the remote purchase of legally sanctioned games
(our “B2C Platform”); (ii) delivering global lottery data, such as winning numbers and results, and sports data, such
as scores and statistics, to commercial digital subscribers and providing access to other proprietary, anonymized transaction data pursuant
to multi-year contracts (“Data Service”); and (iii) transitioning Lottery.com into a high-authority, content-rich website
that provides comprehensive information about lotteries, including results, analysis, comparisons, tools, and regulatory context and
driving revenue through a Cost-per-Acquisition (CPA) or Revenue-Share model with third-party partners.
As
a provider of lottery products and services, the Company is required to comply with, and its business is subject to, regulation in each
jurisdiction in which the Company offers the B2C Platform. In addition, it must also comply with the requirements of federal and other
domestic and foreign regulatory bodies and governmental authorities in jurisdictions in which the Company operates or with authority
over its business. The Company’s business is additionally subject to multiple other domestic and international laws, including
those relating to the transmission of information, privacy, security, data retention, and other consumer focused laws, and, as such,
may be impacted by changes in the interpretation of such laws.
Appointment
of New Member of the Board of Directors
On
May 13, 2025, the Board of Directors of the Company approved the addition of Mr. Marc Bircham as a member of the Company’s Board
of Directors (“Board”). Mr. Bircham was appointed as a Class II director with a term expiring at the Company’s 2027
annual meeting of stockholders or until his successor is duly elected and qualified. He was elected as Chairman of the Board on November
30, 2025.
On
February 25, 2026, the Board appointed Robert Stubblefield and Daniel Bailey to serve as members of the Board. Mr. Stubblefield was appointed
as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly
elected and qualified. Mr. Bailey was appointed as a Class III director with a term expiring at the Company’s 2028 annual meeting
of stockholders or until his successor is duly elected and qualified.
Asset
Acquisition- PlusEVO Ltd. and Spektrum Ltd.
On
March 6, 2025, the Company entered into a Stock Purchase and Sale Agreement to acquire certain assets from PlusEVO Ltd. and to
create a new entity, Spektrum Ltd, which will become a provider of technology supporting international lottery and gaming
operations.
The
purchase price for the acquisition was $1.5 million, payable in 50,000 shares of the Company’s restricted common stock at a fixed
price of $30.00 per share. The shares are to be issued in five installments over a 30-month period following closing, subject to specified
vesting and restriction terms. The agreement includes a price protection feature under which additional shares may be issued if the Company’s
stock price is below the fixed price at certain measurement dates.
The
asset acquisition is intended to support the Company’s international expansion strategy by providing ownership of a technology
platform that can be leveraged to scale operations, enhance product offerings, and support entry into new regulated
markets.
Asset
Acquisition-DotCom Ventures Inc.
The
Company completed the acquisition of 51% of DotCom Ventures Inc [“DVI”] from Concerts Inc. through a signed Share
Purchase Agreement (SPA) executed on July 25, 2025. Valuation for DVI is $10 million. At closing, the Company made an in-kind
payment of $5.1 million of common stock for 51,000 shares of DVI. The Agreement contains a Call Option, which provides the Company
with the right to purchase up to the entire share capital of DVI as follows: (i) Ten Thousand (10,000) shares for One Million
Dollars ($1,000,000.00) cash by not later than December 31, 2025; (ii) Fifteen Thousand (15,000) shares for One Million Five Hundred
Thousand Dollars ($1,500,000.00) cash by not later than May 31, 2026; (iii) Five Thousand (5,000) shares for Five Hundred Thousand
Dollars ($500,000.00) cash by not later than December 31, 2025; and (iv) Twenty Thousand (20,000) shares for Two Million Dollars
($2,000,000.00) in either shares or cash by not later than December 31, 2025 (the “Final Payment”). Unless extended by
the parties in writing, portions of the Call Option will be revoked automatically upon the expiration of the funding deadlines set
forth above without full payment of the corresponding funding obligation to DVI.
Primary
assets acquired include the domain names Concerts.com and Ticketstub.com along with social media accounts and trademarks associated
with each and have been recorded as Intangible Assets in the Domain Name category. Amortization began during the third quarter of
2025. There are encumbrances against the domain names and all associated and ancillary assets for Secured Promissory Notes totaling
$1,500,000 that were set to mature in December of 2025 but were subsequently modified.
The Company must pay the Secured Notes to remove the encumbrances. Subsequent to the execution date of the SPA, the Company and
certain Secured Notes holders amended the Secured Notes, extending the maturity dates.
From the time of acquisition to the end of 2025 there was no substantive process where a set of inputs could be converted
into a set of outputs and there was no workforce consisting of employees or organized contractors in place for converting acquired inputs
into outputs. As a result, for the year ended December 31, 2025, the Company has accounted for this transaction as an acquisition of the
intangible assets described above. The Company expects this transaction to change to controlling interest in the first quarter of 2026
when a workforce and substantive process will be in place.
Asset
Purchase Agreement with Galaxy Racer Holdings Limited
On
July 30, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Galaxy Racer Holdings Limited, a British Virgin Islands entity
(“GXR”).
Pursuant
to the Agreement, the Company agreed to acquire substantially all of the assets of GXR (the “Assets”), including the GXR
platform and mobile application, underlying technology stack, user base, and associated licenses, for an aggregate purchase price of
$10.0 million (the “Purchase Price”). The Purchase Price was structured to be satisfied through a combination of equity consideration
in the form of restricted stock units and the transfer of a minority ownership interest in a newly formed subsidiary that would hold
the acquired Assets.
On
December 20, 2025, following a review of the Company’s strategic priorities, capital allocation framework, and evolving market
conditions, the Company’s Board of Directors approved a decision to exit the Agreement. As a result, the Company did not complete
the acquisition of the GXR Assets. No assets or results of operations related to GXR are included in the Company’s December 31, 2025 financial
statements
Capital
Markets Activity
During
2025, the Company accessed the capital markets through the filing of registration statements on Forms S-1 and S-3, providing flexibility
to raise capital and facilitate liquidity for existing investors.
On April 11, 2025, the
Company filed a Form S-1 registration statement to registering a number of shares in connection with a Stock Purchase Agreement
executed by the company on November 21, 2024, (the “Agreement”) with Generating Alpha Ltd., a St. Kitts and Nevis
company, (the “Investor”). The Investor has agreed to purchase from the Company up to One Hundred Million Dollars
($100,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the
“Common Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a
“Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%)
percent of the “Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty (20) trading
days immediately preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the Investor in
each Put may not be less than $20,000 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put
Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no
more than 4.99% of the Common Stock at any given time.
The prospectus also
relates to the offer and resale from time to time by the selling shareholders named therein (the “Selling Shareholders”),
or their permitted transferees of shares of common stock, consisting of (i) 2,810,897 shares of common stock (ii) 458,370 shares of
common stock issuable upon exercise of outstanding warrants (iii) shares of common stock related to conversion of 1,906,693
prefunded common stock warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 issued to the Investor
as a commitment fee (the “Commitment Fee Shares) upon the execution of a stock purchase agreement dated November 13, 2024 (the
“Stock Purchase Agreement”).
The Company registered the
resale of up to 25,688,622 shares of common stock, comprised of (i) 20,000,000 Stock Purchase Agreement Shares (as defined in the Form
S-1)), (ii) 2,810,897 shares of common stock, (iii) 458,370 shares of common stock issuable upon exercise of outstanding warrants and
(iii) 1,906,693 prefunded warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 shares of common stock
issued to the Investor as a commitment fee (the “Commitment Fee Shares”) upon the execution of a stock purchase agreement
dated November 13, 2024 (the “Stock Purchase Agreement”).
On
November 13, 2025, the Company initially filed a registration statement on Form S-3, as subsequently amended (the “Form S-3”),
with the SEC. The Form S-3 was declared effective by the SEC on November 26, 2025.
The
Form S-3 provides for a combined shelf registration and secondary resale offering, including: a primary shelf offering of up to $300,000,000
of the Company’s securities, which may include common stock, preferred stock, debt securities, warrants, rights, or units; and
a secondary offering of up to 1,068,241 shares of common stock for resale by certain selling stockholders.
The
securities registered under the Form S-3 may be offered from time to time in one or more transactions at fixed prices, prevailing market
prices, or negotiated prices pursuant to Rule 415 under the Securities Act. The Company may receive proceeds from any securities it issues
under the primary offering. The Company does not receive proceeds from the resale of shares by selling stockholders, except to the extent
of any proceeds received upon the exercise of warrants which were not prefunded.
Securities
Purchase Agreement with Evergreen Capital Management, LLC
On
December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC (“Evergreen”),
pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $2.875 million.
The note included an original issue discount of $0.375 million, resulting in net proceeds of $2.5 million to the Company. Funding was
structured in two tranches: an initial $0.5 million at closing and $2.0 million upon (i) the effectiveness of a registration statement
covering the underlying shares and (ii) receipt of requisite shareholder approval in accordance with Nasdaq Listing Rule 5635. The transaction
was completed as a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
On
January 26, 2026, the Company entered into a Termination Agreement with Evergreen pursuant to which the parties agreed to terminate the
convertible promissory note and the related Securities Purchase Agreement. The termination became effective upon the issuance of shares
of common stock pursuant to Conversion Notice #7, dated January 13, 2026. As a result, the note and the Securities Purchase Agreement
are null and void and of no further force or effect, and no additional amounts are due or payable by either party thereunder.
Stock
Purchase Agreement with Generating Alpha Ltd.
As
reported on form 8-K on November 29, 2024, on November 21, 2024, a fully executed Stock Purchase Agreement (the
“Agreement”) was entered into by and between the Company and Generating Alpha Ltd., a St. Kitts and Nevis company, (the
“Investor”). The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000) (the
“Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common
Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put”
on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the
“Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty (20) trading days
immediately preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the Investor in each Put
may not be less than $20,000 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may
be increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no more than
4.99% of the Common Stock at any given time.
In
accordance with the Agreement, the Company issued to the Investor a Commitment Fee in shares of the Company’s common stock equivalent
to 1.5% of half of the Commitment Amount. After drawing down half of the Commitment Amount, the Company shall issue an additional 1.5%
of half the Commitment Amount in shares of the Company’s common stock, not to exceed 4.99% of the Company’s issued and outstanding.
Any amount that would exceed 4.99% of the Company’s issued and outstanding shall be issued in the form of a prefunded Common Stock
Purchase Warrant.
As reported on form 8-K on June
23, 2025, on June 16, 2025, a fully executed Amended Stock Purchase Agreement (the “Agreement”) by and between the Company
and Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”) was entered into. The Investor has agreed to purchase
from the Company up to Three Hundred Million Dollars ($300,000,000) (the “Commitment Amount”) of the Company’s fully
registered, freely tradable common stock (the “Common Stock”) under certain terms and conditions. Pursuant to the terms of
the Agreement the Company can request a “Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s
shares at ninety-four (94%) percent of the “Market Price.” Market Price shall be defined as the lowest VWAP of the common
stock five (5) trading days after the Put (“Maximum Put Amount”) shares are delivered to Investor. The dollar amount of Common
Stock sold to the Investor in each Put may not be less than $20,000.00 and the maximum amount will equal 100% of the Average Daily Trading
Volume. The Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited
to Investor owning no more than 4.99% of the Common Stock at any given time.
Upon execution
of the Agreement, the Company issued to the Investor a Commitment Fee of 682,410 shares (68,241 shares of the Company’s common stock
after the 10:1 reverse split effectuated on August 28, 2025) of the Company’s common stock in the form of a prefunded Common Stock
Purchase Warrant. After the Company has received $100,000,000 of the Commitment Amount from Investor, for each subsequent tranche of $50,000,000,
the Company shall issue an additional 1.5% of $50,000,000 in shares of the Company’s Common Stock in the form of a prefunded Common
Stock Purchase Warrant. Calculation for the number of shares to be included in the prefunded Common Stock Purchase Warrant shall be based
off of the volume weighted average price of stock on the Clearing Date of the last Put Notice. Payment may be withheld from the last Put
Notice until the prefunded Common Stock Purchase Warrant has been issued.
2025
Annual Meeting of Shareholders
The Company held its 2025 Annual
Meeting of Stockholders on February 9, 2026. A quorum was present at the meeting. A proposal to amend the Company’s certificate
of incorporation to change its name from “Lottery.com Inc.” to “Sports Entertainment Gaming Global Corporation”
was withdrawn, as stockholder approval was not required under Delaware law. Stockholders approved the election of one Class III director
to serve until the 2028 annual meeting of stockholders, ratified the appointment of the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025, approved the issuance of shares of common stock and warrants in excess of
20% of the Company’s outstanding common stock in accordance with applicable Nasdaq listing rules, approved amendments authorizing
the Board of Directors to effect one or more forward and reverse stock splits within specified ranges, and approved, on an advisory basis,
the adjournment of the Annual Meeting, if necessary, to solicit additional proxies.
Executive
Leadership Changes
On
November 30, 2025, the Board of Directors approved a leadership transition as part of the Company’s ongoing operational reset.
Matthew McGahan was terminated from his roles as Chief Executive Officer, President, Secretary, and Chairman, effective immediately,
and no longer serves in any executive or subsidiary capacities. He remained a member of the Board through the expiration of his current
term which was the Annual Meeting of Shareholders held on February 9, 2026.
In connection with this transition,
the Board appointed Robert Stubblefield, the Company’s Chief Financial Officer since July 2023, as Secretary as well as Interim
Chief Executive Officer and Interim President. Mr. Stubblefield also assumed oversight of the Company’s subsidiaries. His interim
appointment is expected to continue through March 31, 2026, or until a permanent Chief Executive Officer is appointed.
Mr.
Stubblefield brings significant public company financial and operational experience, including approximately 18 years in senior
finance and operations roles and expertise in internal controls and Sarbanes-Oxley compliance. The Company have not finalized the terms of his separation, including customary matters relating to compensation, equity
treatment, and other standard provisions. As of the date of this Report, no separation agreement has been finalized. The Company has
not yet established compensation terms for Mr. Stubblefield’s expanded role, each of which is expected to be disclosed in a
future filing.
Nasdaq
Listing
The
Company currently trades on the Nasdaq Stock Exchange under the symbol, SEGG, and its warrants trade on the Nasdaq Stock Exchange under
the symbol, LTRYW. The Company is not currently in compliance with Nasdaq listing standards. The Company has previously experienced
periods of non-compliance, most frequently as a result of failure to satisfy Rule5250(c)(1) which requires timely filing of all required periodic financial reports with
the SEC1. There can be
no assurance that the Company will be able to meet its Nasdaq listing requirements and maintain its Nasdaq listings on a long-term basis.
2022
Loan Agreement with Woodford Eurasia Assets, Ltd.
On
December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd. (“Woodford”), (the “Woodford
Loan Agreement”), pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions
and requirements. Pursuant to such Woodford Loan Agreement the Company received $798,351 by December 31, 2023. Woodford failed to meet
its obligations under the Woodford Loan Agreement and the Company removed itself from any further obligation under Agreement or association
with Woodford. Woodford subsequently filed a complaint in the High Court of Justice in London chancery Division. October 16, 2023, The
High Court of Justice in London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated
by Woodford against the Company. (Case: FL-2023-000023. Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford’s
application as “fundamentally misconceived” and ordered Woodford to pay the Company’s legal costs. Woodford subsequently,
on the Judges’ recommendation, withdrew the proceedings.
Woodford
filed an additional action in the United States District Court for the District of Delaware on November 16, 2023 in Case No. 23-1317-GBW
seeking a temporary restraining order, preliminary injunction and expedited discovery against Lottery.com and its directors. The Court
entered an order the next day denying the relief sought by Woodford. On February 14, 2024, Woodford filed a Notice of Voluntary Dismissal
Without Prejudice, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com
and its directors.
With
the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time. The Company is
determining its next course of action in resolving any further matters regarding Woodford.
Amounts
advanced under the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock,
par value $0.001 per share (the “common stock”), beginning 60 days after the first loan date at the rate of 80% of the lowest
publicly available price per share of common stock within 10 business days of the date of the Loan Agreement (which was equal to $56.00
per share after the 1:10 reverse split which occurred on August 29, 2025), subject to a 4.99% beneficial ownership limitation which can
be waived on 60 day’s notice and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding
common stock of the Company, without the Company obtaining shareholder approval for such issuance above this amount.
Proceeds
of the loans could only be used by the Company to restart its operations and for general corporate purposes as agreed to by Woodford.
The
Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, all of which
are customary for a transaction of this size and nature.
The
Company also agreed to grant Woodford common stock purchase warrants (the “Woodford Warrants”) in an amount equal to 15%
of the Company’s 50,925,271 then issued and outstanding shares of common stock (the quantity of stock then issued and outstanding
prior to the 1:20 reverse stock split of August 9, 2023). Each Woodford Warrant has an exercise price equal to the average of the closing
price of the Company’s common stock for each of the ten days prior to the first amount being debited from the bank account of Woodford,
which currently equates to an exercise price of $56.00 per share following the 1:10 reverse stock split on August 29, 2025. In the event the
Company fails to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of
the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further
25% discount (i.e., will equal $42.00 per share).
In
connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization,
with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest over all
present and future assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan Agreement.
On
June 12, 2023, the Company entered into an amendment of the Woodford Loan Agreement with Woodford (the “Woodford Loan Agreement
Amendment”), which provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance of
its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price of
20%. The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company.
Despite requests from the Company,
Woodford has repeatedly amongst other things: failed to prove the amounts borrowed by the Company or claimed to have been advanced by
Woodford to the Company; failed to indicate if it would accept accelerated payment of those verified amounts; failed to provide an anti-money
laundering acceptable account to which payment could be made by the Company and failed to explain failure to respond to requests for other
funding to be accepted in the context of the Woodford Loan Agreement; failed to respond to requests for funding under the accordion facility
of the Woodford Loan Agreement; and failed to respond to allegations of money laundering and conspiracy to defraud the Company and the
matter has been referred to the Company’s legal counsel.
Information regarding
ongoing legal proceedings with Woodford can be found in the “Legal Proceedings” section of this form.
Credit Facility with United Capital Investments London Limited
On
July 26, 2023, The Company entered into a credit facility (the “UCIL Credit Facility”), represented by a loan agreement,
which was amended and restated on August 8, 2023, and subsequently amended on August 18, 2023 (as so amended, the “UCIL Loan
Agreement”). The UCIL Loan Agreement is with United Capital Investments London Limited (“UCIL”), an entity in
which each of Matthew McGahan, the Company’s then Chief Executive Officer and Chairman of the Company’s Board, and
Barney Battles, a former member of the Board, have a direct or indirect interest. The decision by the Company to enter into the UCIL
Loan Agreement followed, amongst other things, an acknowledgment by the Company that it had not received the requisite funding on a
timely basis that it expected from Woodford, despite the Company making several requests to Woodford for said funding under the