SEGG (NASDAQ: SEGG) receives Nasdaq non-compliance notice over delayed 2025 Form 10-K

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sports Entertainment Gaming Global Corporation, doing business as SEGG Media Corporation, reported receiving a Nasdaq notice of non-compliance for not timely filing its Form 10-K for the year ended December 31, 2025. The notice states the company is out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely periodic reports.

The notice does not immediately affect the listing of the company’s common stock on Nasdaq. SEGG has 60 calendar days from April 17, 2026 to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from the original Form 10-K due date if the plan is accepted. The company states it intends to submit such a plan and is working diligently to complete and file the Form 10-K as soon as practicable.

Positive

None.

Negative

Nasdaq non-compliance notice over late 10-K: SEGG Media Corporation received a Nasdaq notice on April 17, 2026 stating it is not in compliance with Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended December 31, 2025, creating a potential listing risk if not remedied.

Insights

SEGG faces Nasdaq non-compliance risk over late 10-K but has a defined cure window.

The company received a Nasdaq notice on April 17, 2026 for failing to file its Form 10-K for the year ended December 31, 2025. This triggers non-compliance with Nasdaq Listing Rule 5250(c)(1), which focuses on timely periodic reporting.

Nasdaq rules give SEGG 60 calendar days from the notice date to present a compliance plan, and potentially up to 180 calendar days from the original Form 10-K due date if Nasdaq accepts that plan. During this period, the common stock remains listed, so any listing outcome depends on the company’s ability to file the report and secure Nasdaq’s acceptance.

The company explicitly states it intends to submit a plan and is working diligently to complete the Form 10-K. Subsequent disclosures about the Form 10-K filing and any Nasdaq response to the compliance plan will clarify whether the listing remains in good standing or faces further actions.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Form 10-K fiscal year: Year ended December 31, 2025 Notice date: April 17, 2026 Compliance plan deadline: 60 calendar days +3 more

6 metrics

Form 10-K fiscal year Year ended December 31, 2025 Annual Report on Form 10-K that was not timely filed

Notice date April 17, 2026 Date Nasdaq Listing Qualifications sent non-compliance notice

Compliance plan deadline 60 calendar days Time from April 17, 2026 to submit compliance plan to Nasdaq

Maximum extension period 180 calendar days From original Form 10-K due date if Nasdaq accepts plan

Common stock par value $0.001 per share Par value of SEGG common stock listed on Nasdaq

Warrant exercise price $2,300.00 per share Exercise price of each warrant trading under symbol LTRYW

Key Terms

Nasdaq Listing Rule 5250(c)(1), Annual Report on Form 10-K, Listing Qualifications Department, Emerging growth company, +2 more

6 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

Annual Report on Form 10-K regulatory

"its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

Listing Qualifications Department regulatory

"received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

exercise price of $2,300.00 financial

"Warrants to purchase one share of common stock, each at an exercise price of $2,300.00"

Understanding 8-K Material Events →

04/23/2026 - 05:28 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): April 17, 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) 587-3391

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 17, 2026, SEGG Media Corporation (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) with the Securities and Exchange Commission.

The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq.

Under Nasdaq’s Listing Rules, the Company has 60 calendar days from the date of the Notice to submit to Nasdaq a plan to regain compliance with Rule 5250(c)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the original due date of the Form 10-K to regain compliance.

The Company intends to submit a plan to regain compliance within the required timeframe and is working diligently to complete and file the Form 10-K as soon as practicable.

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

DATE: April 23, 2026

Source: View Original Filing on SEC EDGAR

FAQ

Why did SEGG (Sports Entertainment Gaming Global Corporation) receive a Nasdaq non-compliance notice?

SEGG received a Nasdaq non-compliance notice because it did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025. This failure violates Nasdaq Listing Rule 5250(c)(1), which requires listed companies to file all required periodic reports on time.

Does the Nasdaq notice immediately affect SEGG’s stock listing on Nasdaq?

The notice has no immediate effect on SEGG’s Nasdaq listing. The company’s common stock continues to trade while it works to regain compliance. Further listing consequences would depend on SEGG’s ability to submit an acceptable compliance plan and file the delayed Form 10-K.

How long does SEGG have to regain compliance with Nasdaq Listing Rule 5250(c)(1)?

SEGG has 60 calendar days from April 17, 2026 to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the original Form 10-K due date for SEGG to file the report and resolve the deficiency.

What specific filing caused SEGG’s Nasdaq compliance issue?

The issue arises from SEGG’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Until this Form 10-K is filed, the company will remain out of compliance with Nasdaq’s timely filing requirement under Listing Rule 5250(c)(1).

How is SEGG responding to the Nasdaq non-compliance notice regarding its Form 10-K?

SEGG states that it intends to submit a plan to regain compliance within the required 60-day period. The company also reports that it is working diligently to complete and file the Form 10-K as soon as practicable to address Nasdaq’s concerns about its filing status.

Who signed SEGG’s report disclosing the Nasdaq non-compliance notice?

The report was signed on behalf of Sports Entertainment Gaming Global Corporation by Robert J. Stubblefield, the company’s Interim Chief Executive Officer. His signature confirms the company’s acknowledgment of the Nasdaq notice and its disclosed intention to work toward regaining compliance.

Filing Exhibits & Attachments

4 documents