Sports Entertainment Gaming (Nasdaq: LTRYW) gains sweeping stock issuance and split powers
Rhea-AI Filing Summary
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.
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Insights
Shareholders approved broad capital flexibility, including potential change-of-control issuances and wide stock split authority.
Stockholders of Sports Entertainment Gaming Global Corporation backed a set of governance and capital-structure tools with unanimous support among votes cast. Every proposal that went to a vote received 3,979,239 votes in favor and zero against, reflecting aligned turnout among participating holders.
The approvals cover potential issuances of common stock and warrants that may trigger a change of control and may equal or exceed
Increasing the 2021 Incentive Plan reserve to 3,750,000 shares gives the company additional equity for compensation, while the auditor ratification and Class III director election support continuity. The legal name change to Sports Entertainment Gaming Global Corporation was effected on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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or Other Jurisdiction of Incorporation) |
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 9, 2026, Sports Entertainment Gaming Global Corproation. (the “Company” or “SEGG Media”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting that was conducted virtually, holders of the common stock as of the record date of January 15, 2026 (the “Record Date”) were entitled to receive notice and vote at the meeting, which was held at https://www.cstproxy.com/lottery/2026 at 10:00 a.m. Eastern Time. The Inspector of Election certified that as of the Record Date, there were 8,850,518 shares of Common Stock entitled to vote. The total number of shares voted in person or by proxy were 3,979,239 – 44.96%, which were cast as follows:
Proposal 1: PROPOSAL WITHDRAWN – NO VOTE REQUIRED. The proposal to amend the Company’s Articles of Incorporation (as previously amended and restated) for the purpose of restating the Certificate of Incorporation to change the Company’s name from “Lottery.com Inc.” to “Sports Entertainment Gaming Global Corporation” has been withdrawn. Pursuant to Sections 242 (a)(1) and (d)(1) of Delaware General Corporation Law, no meeting or vote of shareholders is required to adopt a change of the corporation’s name. Accordingly, on January 27, 2026, the Company filed its application with the Delaware Division of Corporations to officially change its name to Sports Entertainment Gaming Global Corporation. The Delaware Division of Corporations accepted the application for name change and the Company’s legal name was changed as described herein, effective as of January 27, 2026.
Proposal No. 2 – To elect one nominee for Class III director named in the accompanying proxy statement to serve until the 2028 annual meeting of stockholders and until their successor is duly elected and qualified
| BROKER | ||||||
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,979,239 | 0 | 0 | — |
Proposal No. 3 – To ratify the appointment by the audit committee of our board of directors of Boladale Lawal & Co. as our independent registered as public accounting firm for the year ending December 31, 2025 and quarterly reviews of our financial statements for 2026
| BROKER | ||||||
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,979,239 | 0 | 0 | — |
Proposal No. 4 – To approve the potential issuance of shares of our common stock, par value $0.001 per share (the “common stock”) and warrants to purchase shares of our common stock (the “warrants”) that may result in a change of control of the Company and in an amount that, in certain circumstances, may be equal to or exceed 20% of our common stock outstanding for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d) (the “Nasdaq Exchange Cap Proposal”)
| BROKER | ||||||
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,979,239 | 0 | 0 | — |
Proposal No. 5 – To approve, if required, one or more amendments to the Company’s Articles of Incorporation (as amended and restated from time to time) and to authorize the Company’s Board of Directors to effect one or more forward stock splits of our common stock (“Forward Stock Splits”, each a “Forward Stock Split”), par value $0.001 per share (the “Common Stock”) at a ratio in the range of two-for-one to thirty-for-one of our Common Stock, with the number of Forward Stock Splits and the exact ratio of each Forward Stock Split to be determined at the discretion of the Company’s Board of Directors and with each such Forward Stock Split to be effected at such time and date, if at all, as determined by the Company’s Board of Directors at its sole discretion (the “Forward Stock Split(s) Proposal”)
| BROKER | ||||||
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,979,239 | 0 | 0 | — |
Proposal No. 6– To approve, if required, one or more amendments to the Company’s Articles of Incorporation (as amended and restated from time to time) and to authorize the Company’s Board of Directors to effect one or more reverse stock splits of our common stock (“Reverse Stock Splits”, each a “Reverse Stock Split”), par value $0.001 per share (the “Common Stock”) at a ratio in the range of one-for-two to one-for-thirty of our Common Stock, with the number of Reverse Stock Splits and the exact ratio of each Reverse Stock Split to be determined at the discretion of the Company’s Board of Directors and with each such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Company’s Board of Directors at its sole discretion (the “Reverse Stock Split(s) Proposal”)
| BROKER | ||||||
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,979,239 | 0 | 0 | — |
Proposal No. 7– To approve an amendment to the Company’s 2021 Incentive Plan to increase the number of shares reserved for issuance thereunder to 3,750,000 shares (the “Incentive Plan Amendment Proposal”).
| BROKER | ||||||
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,979,239 | 0 | 0 | — |
Proposal No. 8– To approve, on an advisory basis, a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal.
| BROKER | ||||||
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,979,239 | 0 | 0 | — |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Oath of Inspector of Elections | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sports Entertainment Gaming Global Corporation. | ||
| By: | /s/ Robert J. Stubblefield | |
| Name: | Robert J. Stubblefield | |
| Title: | Interim Chief Executive Officer | |
| DATE | ||
| February 9, 2026 | ||
Exhibit 99.1
FAQ
What did Sports Entertainment Gaming Global (LTRYW) report about its 2025 annual meeting results?
Was the name change to Sports Entertainment Gaming Global Corporation approved by shareholders?
What stock and warrant issuance authority did SEGG shareholders approve at the meeting?
What stock split flexibility did Sports Entertainment Gaming Global shareholders authorize?
How did SEGG shareholders vote on the 2021 Incentive Plan share increase?
Which auditor did Sports Entertainment Gaming Global stockholders ratify for 2025 and 2026 reviews?
What advisory adjournment authority related to the reverse stock split did shareholders approve?
Filing Exhibits & Attachments
6 documents