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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): March 16, 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
March 16, 2026, Sports Entertainment Gaming Global Corporation, a Delaware corporation (the “Company”), entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”),
pursuant to which the Company agreed to issue and sell to the Purchasers unsecured convertible promissory notes (the “Notes”)
in an aggregate initial principal (face) amount of up to $11,764,705.88. The Notes are being offered and sold in a private placement
transaction pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule
506 of Regulation D promulgated thereunder.
The
Notes will be issued in multiple tranches as follows: (i) an initial tranche (the “Initial Tranche”) in an aggregate
face amount of $3,529,411.76, to be funded upon execution of the transaction documents; (ii) a second tranche in an aggregate face amount
of $588,235.29, to be funded upon filing of the Registration Statement; (iii) a third tranche in an aggregate face amount of $1,764,705.88,
to be funded upon effectiveness of the Registration Statement; and (iv) subsequent tranches of up to $5,882,352.94 face value in the
aggregate, which may be funded until December 31, 2026 upon mutual agreement between the Purchasers and the Company. Each Note is being
sold at a fifteen percent (15%) original issue discount (“OID”) to the applicable face value.
Each
Note bears interest at a rate of twelve percent (12%) per annum. Each Note matures twenty-four (24) months from its respective issuance
date. The Notes are convertible, at any time after the applicable issuance date, at the option of the holder, into shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), at a conversion price equal to the lower of (i) the
closing sale price of the Common Stock on the applicable issuance date and (ii) 95% of the lowest daily volume-weighted average price
(“VWAP”) of the Common Stock during the five (5) consecutive trading day period ending and including the trading day
immediately preceding the applicable conversion date, subject to a floor price equal to 20% below the closing sale price of the Common
Stock on the applicable issuance date (the “Floor Price”). In the event the conversion price on any conversion date
is less than the Floor Price, the Company will issue shares at the Floor Price and pay the holder the difference in cash. The Notes are
subject to a beneficial ownership limitation of 4.99%, which may be increased by the holder to up to 9.99% upon written notice to the
Company.
The
Purchase Agreement contains customary representations, warranties, and covenants of the Company and the Purchasers. The Notes contain
customary covenants, including maintenance of properties, intellectual property, and insurance and restrictions on redemptions. The Notes
also include customary events of default.
In
connection with the offering, the Company entered into a Placement Agency Agreement, dated March 16, 2026, by and between the Company
and Dawson James Securities, Inc., as placement agent (the “Placement Agent”), pursuant to which the Placement Agent
agreed to act as the exclusive placement agent for the Company in connection with the offering and sale of the Notes. In consideration
for the foregoing, the Company has agreed to pay customary placement fees to the Placement Agent and has also agreed to reimburse certain
expenses of the Placement Agent incurred in connection with the Private Placement.
Concurrently
with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Purchasers, pursuant to which the Company agreed to file a registration statement (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock issuable
upon conversion of the Notes (the “Conversion Shares”) within ten (10) business days following the date of the Registration
Rights Agreement (the “Filing Date”). The Company is required to use commercially reasonable efforts to cause the
Registration Statement to be declared effective within forty-five (45) calendar days following the date of the Registration Rights Agreement
(or seventy-five (75) calendar days in the event of a “full review” by the Commission).
The
foregoing descriptions of the Purchase Agreement, the Notes, the Registration Rights Agreement, and the Placement Agency Agreement do
not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, the form of Note,
the Registration Rights Agreement, and the Placement Agency Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 1.1,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes is incorporated
herein by reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K, to the extent applicable, is incorporated herein by reference.
As
described in Item 1.01 above, on March 16, 2026, the Company entered into the Purchase Agreement with the Purchasers and issued the Initial
Tranche Note in an aggregate original principal amount of $3,529,411.76. The Notes are convertible into shares of Common Stock. The issuance
and sale of the Notes and the Conversion Shares issuable upon conversion thereof were not registered under the Securities Act, in reliance
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
Each Purchaser represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under
the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Company
did not engage in any form of general solicitation or general advertising in connection with the offering.
Neither
the Notes nor the Conversion Shares have been registered under the Securities Act or applicable state securities laws, and may not be
offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities
Act and applicable state securities laws.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No. |
|
Description. |
| |
1.1 |
|
Placement Agency Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson James Securities, Inc. |
| |
10.1 |
|
Securities Purchase Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers. |
| |
10.2 |
|
Form of Convertible Promissory Note |
| |
10.3 |
|
Registration Rights Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers. |
| |
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 |
March
17, 2026
