true
FY
0001673481
No
No
No
Yes
0001673481
2025-01-01
2025-12-31
0001673481
SEGG:CommonStockParValue0.001PerShareMember
2025-01-01
2025-12-31
0001673481
SEGG:WarrantsToPurchaseOneShareOfCommonStockEachAtMember
2025-01-01
2025-12-31
0001673481
2025-12-31
0001673481
2026-07-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
FORM
10-K/A
(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)
| Delaware |
|
81-1996183 |
| (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 |
| Warrants
to purchase one share of common stock, each at an exercise
price of $2,300.00 |
|
LTRYW |
|
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.
EXPLAINITORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Sports Entertainment Gaming Global
Corporation (the "Company") for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange
Commission on July 10, 2026 (the "Original Filing"). This Amendment is being filed solely to amend and restate Item 15 of Part
IV of the Original Filing to include, by incorporation by reference, a copy of the Company's Executive Clawback Policy adopted in compliance
with Section 10D of the Securities Exchange Act of 1934, as amended, and the applicable listing standards.
No
other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the filing of the Original
Filing, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing, except
as required to reflect the amendment described above. Accordingly, this Amendment should be read in conjunction with the Original Filing
and the Company's other filings with the SEC.
PART
IV
Item
15. Exhibits, Financial Statement Schedules.
(2)
Exhibits
The
exhibits listed below are filed as part of this Report or incorporated herein by reference to the location indicated.
| Exhibit |
|
|
| Number |
|
Description |
| 2.1† |
|
Business Combination Agreement, dated as of February 21, 2021, by and among Trident Acquisitions Corp., Trident Merger Sub II Corp., and AutoLotto, Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K, on February 23, 2021). |
| 3.1** |
|
Amended and Restated Certificate of Incorporation of Lottery.com Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K filed on January 30, 2026). |
| 3.2** |
|
Amended and Restated Bylaws of Lottery.com Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K filed on November 4, 2021). |
| 4.1** |
|
Warrant Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Form 8-K filed on June 4, 2018). |
| 4.2** |
|
Description of Capital Stock (incorporated by reference to Exhibit 4.2 of Form 10-K filed on April 1, 2022). |
| 10.1** |
|
Letter Agreement among Trident Acquisitions Corp., Trident Acquisitions Corp.’s officers, directors and stockholders (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form S-1/A (File No. 333-223655) filed on May 21, 2018). |
| 10.2** |
|
Stock Escrow Agreement between Trident Acquisitions Corp., Continental Stock Transfer & Trust Company and the initial stockholders of Trident Acquisitions Corp (incorporated by reference to Exhibit 10.3 on Form 8-K, filed on June 4, 2018). |
| 10.5** |
|
Investor Rights Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.12 on Form 8-K filed on November 4, 2021). |
| 10.6** |
|
Initial Stockholder Forfeiture Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.13 on Form 8-K filed on November 4, 2021). |
| 10.14# |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 on Form 8-K filed on November 4, 2021). |
| 10.15# |
|
AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.8 on Form 8-K filed on November 4, 2021). |
| 10.16# |
|
Form of Restricted Stock Award Agreement under the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.9 on Form 8-K filed on November 4, 2021). |
| 10.17# |
|
Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.7 on Form S-4 (Reg. No. 333- 257734), filed on October 5, 2021). |
| 10.18# |
|
Form of Option Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.18 on Form 10-K filed on April 1, 2022). |
| 10.19# |
|
Form of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.19 on Form 10-K filed on April 1, 2022). |
| 10.20# |
|
Form of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.20 on Form 10-K filed on April 1, 2022). |
| 10.21# |
|
Resignation and Release Agreement, dated July 22, 2022, by and between Lottery.com and Lawrence Anthony DiMatteo III (incorporated by reference to Exhibit 10.1 on Form 8-K filed on July 22, 2022). |
| 10.24** |
|
Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference to Exhibit 10.24 of Form 10-K/A filed on May 10, 2023). |
| 10.25** |
|
Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder (incorporated by reference to Exhibit 10.25 of Form 10-K/A filed on May 10. 2023) |
| 10.26**** |
|
Amended and Restatement Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.3 of Form 10-Q filed on August 22, 2023) |
| 10.27** |
|
Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 24, 2023) |
| 10.28** |
|
Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 on Form 10-Q filed on May 22, 2023). |
| 10.29** |
|
$30,000,000 Promissory Note dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.2 on Form 10-Q filed on May 22, 2023). |
| 10.30** |
|
Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd. (incorporated by reference to Exhibit 10.28 of Form 10-K filed on June 15, 2023) |
| 10.31** |
|
Share Purchase and Sale Agreement between Lottery.com and DotCom Ventures Inc. dated July 22, 2025 (incorporated by reference to Exhibit 10.40 of Form 10-Q filed on August 19, 2025) |
| 10.32^ |
|
Asset Purchase Agreement between Lottery.com and Galaxy Racer Holdings Limited dated July 30, 2025 |
| 10.33^ |
|
Share Purchase Agreement between Lottery.com and Plusevo Ltd dated March 12, 2025 |
| 10.40** |
|
Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated November 16, 2024. (incorporated by reference to Exhibit 10.27 of Form 10-Q filed on November 20, 2025) |
| 10.41** |
|
Amended -Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated as of June 16, 2025. (incorporated by reference to Exhibit 10.35 of Form 10-Q filed on November 20, 2025) |
| 10.42** |
|
Short-term Convertible Note Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025. (incorporated by reference to Exhibit 10.40 of Form 10-Q filed on November 20, 2025) |
| 10.43** |
|
Common Stock Purchase Warrant Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025. (incorporated by reference to Exhibit 10.41 of Form 10-Q filed on November 20, 2025) |
| 10.44** |
|
Registration Rights Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025. (incorporated by reference to Exhibit 10.42 of Form 10-Q filed on November 20, 2025) |
| 10.45** |
|
Securities Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025 (incorporated by reference to Exhibit 10.43 of Form 10-Q filed on November 20, 2025) |
| 10.46** |
|
Asset Purchase Agreement Between Lottery.com Inc. and Galaxy Racer Holdings Limited dated July 30, 2025 (incorporated by reference to Exhibit 10.6 of Form 10-Q filed on August 19, 2025) |
| 10.50** |
|
Nook Holdings Share Purchase Agreement (incorporated by reference to Exhibit 10.50 of Form 10-K/A filed on June 6, 2024) |
| 10.51** |
|
Amendment 1 to Nook Holdings Share Purchase Agreement (incorporated by reference to Exhibit 10.51 of Form 10-K/A filed on June 6, 2024) |
| 10.52^ |
|
Amendment
2 to Nook Holdings Share Purchase Agreement |
| 10.60** |
|
Securities
Purchase Agreement Between Lottery.com Inc. and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.60 of
Form 8-K filed on December 4, 2025) |
| 10.61** |
|
Senior
Secured Promissory Note Between Lottery.com Inc. and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.61
of Form 8-K filed on December 4, 2025) |
| 10.62
** |
|
Loan
Agreement, dated as of July 26, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated
by reference to Exhibit 10.2 of Form 8-K filed on August 1, 2023). |
| 10.63** |
|
Amendment
and Restatement Agreement in respect of Loan Agreement (Deed), dated as of June 12, 2023, between Lottery.com and Woodford Eurasia
Assets Ltd. (incorporated by reference to Exhibit 10.28 of Form 10-K filed on June 15, 2023). |
| 10.64** |
|
Amended
and Restated Loan Agreement, dated as of August 8, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited
(incorporated by reference to Exhibit 10.3 of Form 10-Q filed on August 22, 2023). |
| 10.65** |
|
Amendment
to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments
London Limited (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 24, 2023). |
| 10.66^ |
|
Termination
Letter for Loan Agreement with United Capital Investments Limited dated January 20, 2026 |
| 10.67^ |
|
Termination
Letter for Securities Purchase Agreement with Evergreen Capital Management, LLC dated January 26, 2026. |
| 10.70** |
|
Share
Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Daniel Bailey for the Purchase of Veloce Esports
Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.70 on Form 8-K/A filed on May 5, 2026) |
| 10.71** |
|
Share
Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Darryl Eales for the Purchase of Veloce Esports
Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.71 on Form 8-K/A filed on May 5, 2026) |
| 10.72** |
|
Share
Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Andrew Webb for the Purchase of Veloce Esports
Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.72 on Form 8-K/A filed on May 5, 2026) |
| 10.73** |
|
Share
Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and James Maclaurin for the Purchase of Veloce Esports
Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.73 on Form 8-K/A filed on May 5, 2026) |
| 10.74** |
|
Share
Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Jack Clarke for the Purchase of Veloce Esports
Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.74 on Form 8-K/A filed on May 5, 2026) |
| 10.75** |
|
Share
Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and MPA Creative Limited for the Purchase of Veloce
Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.75 on Form 8-K/A filed on May 5, 2026) |
| 10.76** |
|
Share
Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Crimson Swordblade Limited for the Purchase
of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.76 on Form 8-K/A filed on May 5, 2026) |
| 10.80** |
|
Placement
Agency Agreement dated January 16, 2026, between Lottery.Com Inc. and Dawson James Securities Inc. (incorporated by reference to
Exhibit 1.1 of Form 8-K filed on January 20, 2026). |
| 10.81** |
|
Securities
Purchase Agreement dated January 16, 2026, between Lottery.Com Inc. and Dawson James Securities Inc. (incorporated by reference to
Exhibit 10.1 of Form 8-K filed on January 20, 2026). |
| 10.82** |
|
Common
Stock Equity Distribution Agreement, dated February 18, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson
James Securities, Inc. (incorporated by reference to Exhibit 1.1 of Form 8-K filed on February 19, 2026). |
| 10.83** |
|
Placement
Agency Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson James Securities,
Inc. (incorporated by reference to Exhibit 1.1 of Form 8-K filed on March 18, 2026). |
| 10.84** |
|
Securities
Purchase Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers. (incorporated
by reference to Exhibit 10.1 of Form 8-K filed on March 18, 2026). |
| 10.85** |
|
Form
of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 of Form 8-K filed on March 18, 2026). |
| 10.86** |
|
Registration
Rights Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers (incorporated
by reference to Exhibit 10.3 of Form 8-K filed on March 18, 2026). |
| 21.1^ |
|
List
of Subsidiaries of Lottery.com Inc. |
| 31.1* |
|
Certification
of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* |
|
Certification
of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* |
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
| 32.2* |
|
Certification
of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1** |
|
Executive
Clawback Policy Effective December 1, 2023 |
| 101.INS* |
|
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document |
| 101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document. |
| 101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* |
|
Inline
XBRL for the cover page of this Amended Report on Form 10-K/A, included in the Exhibit 101 Inline XBRL Document Set. |
| ^ |
Furnished herewith. |
| ** |
Incorporated by reference |
| † | Certain
schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits
upon request by the U.S. Securities and Exchange Commission. any of the omitted schedules
and exhibits upon request by the U.S. Securities and Exchange Commission. |
| + |
Certain portions of this exhibit have been omitted pursuant
to Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish an unredacted copy of
the exhibit to the SEC upon its request. |
| # | Indicates
management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Sports
Entertainment Gaming Global Corporation. |
| |
|
| Date: |
July 31, 2026 |
By: |
/s/
Robert J. Stubblefield |
| |
Name: |
Robert
J. Stubblefield |
| |
Title: |
Interim
Chief Executive Officer |
| |
|
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Robert J. Stubblefield |
|
Interim
Chief Executive Officer and Director |
|
July 31, 2026 |
| Robert
J. Stubblefield |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Marc Bircham |
|
Chairman
of the Board |
|
July 31, 2026 |
| Marc
Bircham |
|
|
|
|
| |
|
|
|
|
| /s/
Dan Bailey |
|
Director |
|
July 31, 2026 |
| Dan
Bailey |
|
|
|
|
| |
|
|
|
|
| /s/
Christopher Gooding |
|
Director |
|
July 31, 2026 |
| Christopher
Gooding |
|
|
|
|
| |
|
|
|
|
| |
|
Director |
|
July 31, 2026 |
| Paul
S. Jordan |
|
|
|
|
| |
|
|
|
|
| /s/
Tamer T. Hassan |
|
Director |
|
July 31, 2026 |
| Tamer
T. Hassan |
|
|
|
|
| |
|
|
|
|
| /s/
Warren Macal |
|
Director |
|
July 31, 2026 |
| Warren
Macal |
|
|
|
|