Sports Ent SEC Filings

Sports Entertainment Gaming Global Corporation entered into a financing deal to issue up to $11,764,705.88 in unsecured convertible promissory notes in a private placement to institutional investors. The notes carry a 15% original issue discount, bear 12% annual interest, and mature 24 months after issuance.

Funding is tranched, with an initial $3,529,411.76 note funded at signing and additional tranches tied to filing and effectiveness of a resale registration statement and later mutual agreement through the end of 2026. Holders may convert into common stock at a variable price based on recent trading, with a floor set 20% below the issue-date closing price and a 4.99% beneficial ownership cap that can be raised to 9.99%. The company granted registration rights for the conversion shares and engaged Dawson James Securities, Inc. as exclusive placement agent, agreeing to customary fees and expense reimbursement.

Sports Entertainment Gaming Global Corporation appointed two new members to its Board of Directors. On February 25, 2026, the Board named Robert Stubblefield, the company’s Chief Financial Officer and Interim Chief Executive Officer and President, as a Class II director with a term running until the 2027 annual stockholders’ meeting, or until a successor is elected and qualified.

The Board also appointed Daniel Bailey, CEO of Veloce Media Group, as a Class III director with a term running until the 2028 annual stockholders’ meeting, or until a successor is elected and qualified. The filing explains that the Board values Stubblefield’s financial leadership and experience with capital structure, acquisitions, and operations, and views Bailey’s experience in digital motorsport, gaming media, sponsorships, and audience growth as important to integrating Veloce and building scalable sports and entertainment assets.

The document notes that Bailey was a party to a Share Purchase Agreement related to the company’s acquisition of a controlling interest in Veloce and received consideration for his equity in that transaction. This transaction was previously disclosed as a related party transaction under Item 404(a) of Regulation S-K, and the company states it has no additional related party transactions with Bailey that require disclosure under that rule.

Sports Entertainment Gaming Global Corporation completed the acquisition of a controlling stake in Veloce Esports Limited. The company agreed to buy 20,008 existing Veloce shares for an aggregate £25,135,262 (approximately $34.2 million), paid in staged cash, 2,127,086 SEGG common shares, and a pre-funded warrant for 227,500 shares.

It also subscribed for 4,634 newly issued A1 ordinary shares of Veloce for £5,675,444.74 (approximately $7.7 million), funded with £3,187,500 in cash and 338,360 SEGG shares valued at $10.00 per share. After these transactions, SEGG owns about 67.93% of Veloce’s issued share capital, and the deal qualifies as a significant acquisition above the 20% threshold, requiring additional financial and pro forma information to be filed within 71 days.

Sports Entertainment Gaming Global Corporation entered a Common Stock Equity Distribution Agreement that permits “at the market” sales of common stock up to $5,572,584 through Dawson James Securities as sales agent.

The company can sell shares from time to time under an effective Form S-3 shelf registration and a January 9, 2026 prospectus supplement. Dawson James will receive a 3.0% cash commission on gross proceeds, and the agreement can be suspended or terminated by either party under specified conditions.

The company plans to use any net proceeds for working capital, potential acquisitions, and general corporate purposes, while agreeing to customary representations, covenants, indemnification and to maintain its Nasdaq listing.

Sports Entertainment Gaming Global Corporation registered an at-the-market offering to sell up to $5,572,584 aggregate offering price of common stock under an Equity Distribution Agreement with Dawson James Securities, Inc.

The ATM permits sales from time to time on Nasdaq or through negotiated transactions, with Dawson paid up to 3.0% of gross proceeds plus expense reimbursement. The prospectus supplement cites 12,643,447 shares outstanding as of February 18, 2026 and states a public float of approximately $23.6 million based on 10,673,191 shares held by non-affiliates and a specified reference price.

Sports Entertainment Gaming Global Corporation reported results of its 2025 annual stockholder meeting held on February 9, 2026. Of 8,850,518 common shares entitled to vote as of January 15, 2026, 3,979,239 shares, or 44.96%, were represented. Stockholders had previously not needed to vote on changing the company’s name to Sports Entertainment Gaming Global Corporation, which became legally effective on January 27, 2026. All voting proposals received 3,979,239 votes in favor, with no votes against or abstentions. These approvals included electing one Class III director until the 2028 annual meeting, ratifying Boladale Lawal & Co. as the independent registered public accounting firm for 2025 and 2026 reviews, authorizing potential issuances of common stock and warrants that may result in a change of control and may equal or exceed 20% of shares outstanding under Nasdaq rules, permitting future forward and reverse stock splits within specified ranges at the board’s discretion, increasing the 2021 Incentive Plan share reserve to 3,750,000 shares, and an advisory proposal to adjourn the meeting if needed.

Sports Entertainment Gaming Global Corporation is launching an at-the-market equity program, registering the sale of common stock with an aggregate offering price of up to $5,572,584 through Dawson James Securities as sales agent or principal.

The shares may be sold from time to time on Nasdaq or in negotiated transactions, with Dawson earning up to 3.0% of gross proceeds. Based on a recent price of $1.21, the company illustrates a scenario of issuing 6,022,797 shares, which would raise capital while diluting existing holders.

The company plans to use net proceeds for working capital, potential acquisitions, and general corporate purposes. It highlights significant risks, including a history of operating losses, prior restatements and related investigations, lawsuits by security purchasers, substantial dilution risk, and a disclosed risk that it may not be able to continue as a going concern.

The filing also notes the recent rebranding from Lottery.com Inc. to Sports Entertainment Gaming Global Corporation, a prior January 2026 registered direct offering that raised about $1.7 million, and termination of a senior secured convertible note with Evergreen Capital Management.

Sports Entertainment Gaming Global Corporation, doing business as Lottery.com Inc., entered into a Termination Agreement with Evergreen Capital Management, LLC on January 26, 2026. This agreement ends the Senior Secured Convertible Promissory Note and the related Securities Purchase Agreement originally dated December 2, 2025.

The termination became effective after the Company delivered shares of common stock issued under Conversion Notice #7 dated January 13, 2026. Following this termination, those agreements are null and void, and no further amounts are due or payable by either party under them.

Sports Entertainment Gaming Global Corporation, formerly Lottery.com Inc., has formally changed its corporate name through a Certificate of Amendment filed in Delaware on January 27, 2026. The company will be doing business as SEGG Media Corp., SEGG Media, and SEGG.

The filing states that the company’s business operations, assets, capitalization, and governance structure remain unchanged by this name change. Its common stock will continue trading on The Nasdaq Stock Market under the ticker symbol SEGG, and its warrants will continue trading under the symbol LTRYW.