SEGG raises $3.5M via convertible note

Q: What financing did SEGG disclose in its latest 8-K filing?

Sports Entertainment Gaming Global issued a $3,500,000 unsecured convertible promissory note to Amorua Global, Inc. at 12% annual interest. The note matures in 24 months and includes a 15% original issue discount, providing new funding but on relatively costly terms.

Q: What are the key terms of SEGG’s $3.5 million convertible note?

The note has a $3,500,000 original principal amount, bears 12% interest, and matures 24 months after May 26, 2026. It was issued with a 15% original issue discount and can be converted into common stock under a price formula tied to recent trading levels.

Q: How is the conversion price for SEGG’s note determined?

Conversion is based on the lower of the closing price on the issuance date or 95% of the lowest daily VWAP during the five business days before a conversion notice. A 9.99% beneficial ownership limit restricts how many shares the investor may hold through conversions.

Q: How will SEGG use the proceeds from the Amorua Global financing?

SEGG plans to use the net proceeds for general corporate purposes and to repay about $500,000 of indebtedness under the Alumni Capital note. This refinancing shifts part of its obligations into a convertible structure with equity-linked features.

Q: Will SEGG register the shares issuable from the convertible note?

Yes. SEGG agreed to file a Form S-1 registration statement within 45 days of signing the deal. This filing will register for resale the shares of common stock issuable upon conversion of the note, enabling the investor to sell those shares publicly.

Sports Entertainment Gaming Global Corporation entered into a financing deal with Amorua Global, Inc. by issuing an unsecured convertible promissory note with an original principal amount of $3,500,000.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sports Entertainment Gaming Global Corporation entered into a financing deal with Amorua Global, Inc. by issuing an unsecured convertible promissory note with an original principal amount of $3,500,000. The note carries 12% annual interest, has a 24‑month maturity from May 26, 2026, and includes a 15% original issue discount.

Amounts outstanding, including interest, may be converted into common stock at the lower of the closing price on the issuance date or 95% of the lowest daily VWAP over the five trading days before conversion, subject to a 9.99% beneficial ownership cap. The company plans to use the net proceeds for general corporate purposes, including about $500,000 to repay indebtedness under the Alumni Capital note, and has agreed to file a Form S‑1 to register the resale of conversion shares.

Insights

SEGG adds high-cost convertible debt with equity-linked features.

The company issued a $3,500,000 unsecured convertible note at 12% interest with a 15% original issue discount, maturing 24 months after May 26, 2026. This provides near-term liquidity but at a relatively expensive cost of capital.

Conversion is set at the lower of the issuance-date closing price or 95% of the lowest five-day VWAP before conversion, subject to a 9.99% beneficial ownership cap. This structure can lead to equity issuance over time, depending on share price performance and investor elections.

The company plans to use part of the proceeds—about $500,000—to repay the Alumni Capital note, with the remainder for general corporate purposes. Future filings, including the planned Form S‑1 registration, may provide additional detail on actual conversions and resulting share issuances.

8-K Event Classification

3 items: 1.01, 2.03, 3.02

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Convertible note principal: $3,500,000 Interest rate: 12% per annum Maturity: 24 months +5 more

8 metrics

Convertible note principal $3,500,000 Original principal amount of unsecured convertible promissory note

Interest rate 12% per annum Annual interest on the convertible note

Maturity 24 months Term from May 26, 2026 closing date

Original issue discount 15% Discount applied to issuance of the note

Beneficial ownership limit 9.99% Cap on investor ownership via conversion rights

Debt repayment allocation Approximately $500,000 Proceeds to repay Alumni Capital note

S-1 filing deadline 45 days Period after definitive documents to file resale registration

Conversion price discount 95% of lowest 5-day VWAP Alternative conversion pricing metric

Key Terms

Securities Purchase Agreement, convertible promissory note, original issue discount, VWAP, +2 more

6 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Amorua Global, Inc."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

convertible promissory note financial

"issued to the Investor an unsecured convertible promissory note (the “Note”)"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"The Note was issued with an original issue discount of 15%."

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

VWAP financial

"95% of the lowest daily VWAP of the Company’s common stock during the five business days"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Rule 506 of Regulation D regulatory

"and/or Rule 506 of Regulation D promulgated thereunder."

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did SEGG disclose in its latest 8-K filing?

Sports Entertainment Gaming Global issued a $3,500,000 unsecured convertible promissory note to Amorua Global, Inc. at 12% annual interest. The note matures in 24 months and includes a 15% original issue discount, providing new funding but on relatively costly terms.

What are the key terms of SEGG’s $3.5 million convertible note?

The note has a $3,500,000 original principal amount, bears 12% interest, and matures 24 months after May 26, 2026. It was issued with a 15% original issue discount and can be converted into common stock under a price formula tied to recent trading levels.

How is the conversion price for SEGG’s note determined?

Conversion is based on the lower of the closing price on the issuance date or 95% of the lowest daily VWAP during the five business days before a conversion notice. A 9.99% beneficial ownership limit restricts how many shares the investor may hold through conversions.

How will SEGG use the proceeds from the Amorua Global financing?

SEGG plans to use the net proceeds for general corporate purposes and to repay about $500,000 of indebtedness under the Alumni Capital note. This refinancing shifts part of its obligations into a convertible structure with equity-linked features.

Will SEGG register the shares issuable from the convertible note?

Yes. SEGG agreed to file a Form S-1 registration statement within 45 days of signing the deal. This filing will register for resale the shares of common stock issuable upon conversion of the note, enabling the investor to sell those shares publicly.

Under what securities law exemptions was SEGG’s note issuance conducted?

The note and its underlying conversion shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D. The investor represented an investment intent, and the securities were not registered at issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 05:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

Sports Entertainment Gaming Global Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-38508

No. 81-1996183

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

5049 Edwards Ranch Rd., 4^th Floor

Fort Worth, Texas

76109

(Address of Principal Executive Offices)

(Zip Code)

(737) 787-3798

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange 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

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).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On May 26, 2026 (the “Closing Date”), Sports Entertainment Gaming Global Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Amorua Global, Inc. (“Amorua” or the “Investor”), pursuant to which the Company issued to the Investor an unsecured convertible promissory note (the “Note”) in an original principal amount of $3,500,000.

The Note bears interest at a rate of 12% per annum and matures 24 months from the Closing Date, unless earlier converted, repaid or otherwise terminated in accordance with its terms. The Note was issued with an original issue discount of 15%.

Subject to the terms and conditions of the Note, amounts outstanding under the Note, including accrued interest, may be converted into shares of the Company’s common stock at a conversion price equal to the lower of (i) the closing price of the Company’s common stock on the issuance date and (ii) 95% of the lowest daily VWAP of the Company’s common stock during the five business days immediately preceding the applicable conversion notice, in each case subject to adjustment pursuant to the terms of the Note. The Investor’s conversion rights are subject to a 9.99% beneficial ownership limitation.

Pursuant to the Purchase Agreement, the Company agreed to file, within 45 days following execution of the definitive transaction documents, a registration statement on Form S-1 registering for resale the shares of common stock issuable upon conversion of the Note.

The Company intends to use the net proceeds from the financing for general corporate purposes, including approximately $500,000 to repay indebtedness owed under the Alumni Capital note.

The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which the Company intends to file with its next Quarterly Report on Form 10-Q.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On May 26, 2026, the Company issued the Note to Amorua Global, Inc. pursuant to the Purchase Agreement described above. The issuance of the Note, and the shares of common stock issuable upon conversion thereof, were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Investor represented that it was acquiring the securities for investment purposes and not with a view to or for distribution thereof. The securities have not been registered under the Securities Act or applicable state securities laws. Pursuant to the Purchase Agreement, the Company agreed to file a registration statement on Form S-1 covering the resale of the shares of common stock issuable upon conversion of the Note.

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 Stubblefield
	Title:	Interim Chief Executive Officer

June 3, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

SEGG raises $3.5M via convertible note

Rhea-AI Filing Summary

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