false
0001673481
0001673481
2026-02-18
2026-02-18
0001673481
SEGG:CommonStockParValue0.001PerShareMember
2026-02-18
2026-02-18
0001673481
SEGG:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf2300.00Member
2026-02-18
2026-02-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 18, 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., 4th
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
February 18, 2026, Sports Entertainment Gaming Global Corporation (the “Company”) entered into a Common Stock Equity Distribution
Agreement (the “Agreement”) with Dawson James Securities, Inc. (the “Sales Agent”).
Under
the Agreement, the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up
to $5,572,584 through the Sales Agent in an “at the market” offering pursuant to the Company’s effective shelf registration
statement and related prospectus.
The
Sales Agent will act as the Company’s sales agent and will receive a cash commission of 3.0% of the gross proceeds from each sale.
The Company is not obligated to sell any shares under the Agreement and may suspend or terminate the offering at any time; the Sales
Agent may also decline or suspend sales under certain conditions. Either party may terminate the Agreement as provided therein.
The
Company has agreed to reimburse certain expenses of the Sales Agent, and each party has agreed to provide customary indemnification and
contribution rights. The Agreement contains customary representations, warranties, and covenants, including those relating to SEC filings,
legal compliance, and efforts to maintain the listing of the shares on The NASDAQ Global Market.
Any
sales of Shares under the Sales Agreement will be made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-291505),
including the related prospectus, filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2025, and
declared effective on November 26, 2025, as supplemented by the prospectus supplement dated January 9, 2026, and any applicable additional
prospectus supplements related to the Offering that form a part of the Registration Statement.
The
aggregate market value of Shares eligible for sale in the Offering and under the Sales Agreement will be subject to the limitations of
General Instruction I.B.6 of Form S-3, to the extent required under such instruction. The prospectus supplement filed with the SEC on
January 9, 2026, is offering shares having an aggregate offering price of $5,572,584. The Company will be required to file another prospectus
supplement in the event it determines to offer more than $5,572,584 of shares in accordance with the terms of the Agreement, to the extent
then permitted under General Instruction I.B.6 of Form S-3.
The
Company intends to use the net proceeds from any sales for working capital, potential acquisitions, and general corporate purposes. which
is filed as Exhibit 1.1 to this report and is incorporated herein by reference. A copy of the legal opinion of The Law Offices of Randall
Lanham regarding the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 to this report and is incorporated by reference
herein.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any 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.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Common Stock Equity Distribution Agreement, dated February 18, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson James Securities, Inc. |
| 5.1 |
|
Opinion of The Law Offices of Randall Lanham |
| 23.4 |
|
Consent of The Law Offices of Randall Lanham (included in Exhibit 5.1) |
| 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
18, 2026 |
|
|
