Lottery.com Inc. Announces Closing of Registered Direct Public Offering

Rhea-AI Summary

Lottery.com (Nasdaq: SEGG, LTRYW) closed a registered direct offering on January 20, 2026 of 2,449,857 common shares for gross proceeds of approximately $1.7 million, priced using the five‑day average closing price prior to January 16, 2026.

The company intends to use net proceeds for general working capital and to fund previously announced acquisitions of revenue‑generating, profitable, cash‑flow positive businesses. Dawson James Securities acted as sole placement agent.

The company withdrew two prior financings, agreed in principle to terminate the Evergreen note (received $500,000 in December) and terminated a $150 million loan agreement with United Capital Investments London, and does not expect material dilution from the UCIL termination.

Positive

• Raised approximately $1.7M in gross proceeds from the registered direct offering
• Proceeds earmarked for acquisitions of revenue‑generating, profitable businesses
• Termination of UCIL $150M loan reduces expected large equity dilution risk
• Received $500,000 under Evergreen arrangement in December

Negative

• Withdrew two previously disclosed financings, indicating shifts in financing strategy
• Company does not intend to draw remaining $2.0M available under Evergreen
• Gross proceeds of $1.7M may be limited relative to planned acquisitions or growth needs

Key Figures

Common shares offered: 2,449,857 shares Gross proceeds: $1,700,000 Evergreen funding received: $500,000 +5 more

8 metrics

Common shares offered 2,449,857 shares Registered direct offering completed Jan 20, 2026

Gross proceeds $1,700,000 Before placement agent fees and offering expenses

Evergreen funding received $500,000 Amount received in December under Evergreen note and securities agreement

Evergreen remaining capacity $2,000,000 Undrawn amount SEGG does not intend to draw

UCIL loan size $150 million Loan agreement with UCIL now terminated

Price change 28.08% Move on the session prior to/around this announcement

Relative volume 8.24x Today’s volume vs 20-day average

52-week range position -86.72% vs high; 295.65% vs low Placement within 52-week trading range

Market Reality Check

Price: $0.0100 Vol: Volume 161,468,518 is 8.2...

high vol

$0.0100 Last Close

Volume Volume 161,468,518 is 8.24x the 20-day average of 19,603,204, indicating heavy trading interest. high

Technical Shares at $1.82 are trading below the 200-day MA of $4.88 and remain 86.72% under the 52-week high.

Peers on Argus

SEGG rose 28.08% while key peers showed mixed moves: LTRY up 7.87%, GAMB up 1.87...

SEGG rose 28.08% while key peers showed mixed moves: LTRY up 7.87%, GAMB up 1.87%, ROLR down 11.94%, BRAG down 0.88%, JKPTF flat. This points to a largely stock-specific reaction.

Historical Context

5 past events · Latest: Dec 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 23	Streaming partnership	Positive	-6.7%	Reported strong SLK streaming metrics and plans to scale sports streaming.
Dec 11	Funding agreement	Positive	-5.2%	Closed $2.5M securities purchase to fund $5M strategic initiative plan.
Dec 01	Leadership changes	Neutral	-6.1%	Board replaced CEO and leadership roles to drive growth and discipline.
Nov 25	Audience milestone	Positive	-4.9%	Announced surpassing 102M views and reiterated expansion and app rollout.
Nov 20	Acquisition deal	Positive	-8.2%	Agreed to acquire 51% of Ant Media & Productions with new content rights.

Pattern Detected

Recent news — often operational wins or financing — has repeatedly coincided with negative next‑day returns, suggesting a pattern of selling into positive or neutral headlines.

Recent Company History

Over the past two months, SEGG issued several growth- and funding-related updates, including majority acquisitions, audience milestones above 100 million views, and a $2.5 million securities purchase to back a $5 million initiative. Despite generally constructive narratives, each of the last five news events from Nov 20, 2025 through Dec 23, 2025 saw negative 24‑hour price reactions. Today’s registered direct offering and financing cancellations occur against this backdrop of historically weak post‑news trading.

Market Pulse Summary

This announcement details a registered direct offering of 2,449,857 shares for gross proceeds of $1,...

Analysis

This announcement details a registered direct offering of 2,449,857 shares for gross proceeds of $1,700,000, alongside the termination of an undrawn $150 million loan and an Evergreen funding line with $2,000,000 still available. It signals a shift toward smaller, less dilutive financing while focusing on cash-generative acquisitions and existing assets like Sports.com and Concerts.com. Investors may track future SEC filings and acquisition closings to gauge execution and capital needs.

Key Terms

registered direct offering, shelf registration statement, form s-3, prospectus supplement, +3 more

7 terms

registered direct offering financial

"announced that it completed a registered direct offering of 2,449,857 shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3, including a base prospectus"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3, including a base prospectus"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus describing the terms of the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

form 8-k regulatory

"A Current Report on Form 8-K and other documents related to this transaction"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

note and securities purchase agreement financial

"to terminate its note and securities purchase agreement that was entered into"

A note and securities purchase agreement is a legal contract where an investor agrees to buy a company’s debt instrument (an IOU or “note”) and often other types of ownership claims (securities) at set terms. It spells out how and when the company must repay or convert the IOU, what interest or returns the investor gets, and how ownership might change, making it key for assessing repayment risk, potential dilution, and investment upside.

loan agreement financial

"The Company has also terminated the $150-million loan agreement with United Capital"

A loan agreement is a formal contract between a borrower and a lender that outlines the terms of a loan, including how much money is borrowed, how and when it will be repaid, and any interest or fees involved. It is like a detailed agreement that ensures both parties understand their responsibilities, helping to prevent misunderstandings. For investors, it provides clarity about the borrower's obligations and the risk involved in lending money.

AI-generated analysis. Not financial advice.

FORT WORTH, Texas, Jan. 20, 2026 (GLOBE NEWSWIRE) -- Lottery.com Inc. dba: SEGG Media Corporation (Nasdaq: SEGG, LTRYW) (“SEGG Media” or “the Company”), today announced that it completed a registered direct offering of 2,449,857 shares of its common stock, for gross proceeds of approximately $1,700,000, before deducting placement agent fees and offering expenses. The offering price was determined based on the average closing price for the five trading days prior to January 16, 2026. The offering closed on January 20, 2026.

The Company intends to use the net proceeds from the offering primarily for general working capital, moving forward on previously announced acquisitions of revenue generating, profitable, cash-flow positive businesses and other corporate purposes.

Dawson James Securities, Inc. is acting as the sole placement agent for the offering.

In connection with the public offering, the Company was represented by ArentFox Schiff LLP (Washington, D.C.), and Dawson James Securities, Inc. was represented by Nelson Mullins Riley & Scarborough LLP (Atlanta, Ga and Raleigh, NC).

The securities were offered and sold pursuant to a shelf registration statement on Form S-3, including a base prospectus, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 13, 2025 and declared effective November 26, 2025. The offering was made only by means of a written prospectus. A prospectus supplement and accompanying prospectus describing the terms of the offering was filed with the SEC and can be found on its website at www.sec.gov. A Current Report on Form 8-K and other documents related to this transaction will be filed with the SEC today.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The Company also announced that it has withdrawn from and does not intend to proceed with two previously disclosed financing arrangements. The Company does not expect their withdrawal to have a material adverse impact on its current liquidity or ongoing operations. The Company continues to evaluate financing alternatives aligned with its capital structure objectives and long-term business strategy.

The Company has agreed in principle with Evergreen Capital Markets LLC (“Evergreen”) to terminate its note and securities purchase agreement that was entered into on December 2, 2025. The Company received $500,000 in December under the arrangement. Following the execution of formal documents effectuating the termination, the Company will disclose further details with a Form 8-K filing. The Company does not intend to draw the remaining $2,000,000 that it had available under the Evergreen arrangement.

The Company has also terminated the $150-million loan agreement with United Capital Investments London Limited (“UCIL”) which was amended and restated in August of 2023. As a result of the termination, no significant equity issuances or related large dilution are expected to occur in connection with the UCIL agreement.

As previously disclosed in its press release dated December 3, 2025, the Company remains focused on completing the acquisitions of cash-generative businesses, including Veloce Media Group (including Quadrant), Nook Holdings Ltd. (Dubai, U.A.E.), and other key acquisition targets, while remaining committed to continuing to develop revenue for existing assets such as Sports.com, Concerts.com, TicketStub.com and Lottery.com. The Company does not currently anticipate undertaking any large financing transactions that would be highly dilutive to existing shareholders or pursue any acquisitions that would involve significant ongoing cash requirements or that do not have proven business models with clear paths to revenue, profitability and positive cash flows.

About SEGG Media Corporation

SEGG Media (Nasdaq: SEGG, LTRYW) is a global sports, entertainment and gaming group integrating traditional assets with blockchain innovation. Through its portfolio of digital assets including Sports.com, Concerts.com and Lottery.com, the Company is focused on building immersive fan engagement, ethical gaming and AI-driven live experiences, SEGG Media is redefining how global audiences interact with the content they love.

For additional information, visit www.seggmediacorp.com.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to: the Company’s ability to secure additional capital resources; the Company’s ability to continue as a going concern; the Company’s ability to complete acquisitions; the Company’s ability to remain in compliance with Nasdaq Listing Rules; and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on April 22, 2025, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Contact media relations at media@seggmediacorp.com

FAQ

What did Lottery.com (SEGG) announce on January 20, 2026 about a stock offering?

Lottery.com closed a registered direct offering of 2,449,857 common shares for about $1.7M in gross proceeds on January 20, 2026.

How will Lottery.com (SEGG) use the proceeds from the January 2026 offering?

The company intends to use net proceeds primarily for general working capital and to advance acquisitions of revenue‑generating, cash‑flow positive businesses.

Did Lottery.com (SEGG) change any prior financing arrangements in January 2026?

Yes; the company withdrew two prior financing arrangements, agreed in principle to terminate the Evergreen note (received $500K earlier) and terminated a $150M loan agreement with United Capital Investments London.

Will the UCIL termination cause major dilution to Lottery.com (SEGG) shareholders?

The company states that, as a result of the UCIL termination, no significant equity issuances or related large dilution are expected in connection with that agreement.

Who acted as placement agent for Lottery.com's registered direct offering (SEGG)?

Dawson James Securities, Inc. acted as the sole placement agent for the offering.

Where can investors find filings related to Lottery.com's January 20, 2026 offering (SEGG)?

The offering was made under a Form S‑3 shelf registration and the company will file a Form 8‑K and a prospectus supplement with the SEC; those documents are available on www.sec.gov.