Lottery Com SEC Filings

Sports Entertainment Gaming Global Corporation (SEGG Media), formerly Lottery.com Inc., will hold its 2025 virtual annual stockholder meeting on February 9, 2026. Stockholders of record as of January 15, 2026, when 8,680,518 common shares were outstanding, can vote online.

Items up for vote include electing one Class III director, ratifying Boladale Lawal & Co. as auditor for 2025, and approving a Nasdaq Exchange Cap Proposal tied to large equity issuances under a $300,000,000 stock purchase facility with Generating Alpha Ltd. and a potential similar credit facility with other lenders. The company also seeks broad authority for forward stock splits (2‑for‑1 to 30‑for‑1), reverse stock splits (1‑for‑2 to 1‑for‑30), and to increase the 2021 Incentive Plan reserve to 3,750,000 post‑reverse‑split shares. An advisory proposal would allow adjournment to solicit more proxies. A prior proposal to change the corporate name has been withdrawn because the legal name change to Sports Entertainment Gaming Global Corporation became effective on January 27, 2026 without a shareholder vote.

Lottery.com Inc. reports that the U.S. Securities and Exchange Commission has filed a civil complaint in federal court naming certain former senior executives, the company, and a former SPAC CEO as defendants. The complaint concerns alleged securities law violations tied mainly to conduct between 2020 and mid‑2022, including around Lottery.com’s merger with Trident Acquisitions Corp.

The individuals formerly serving as executive officers are no longer employed or associated with the company. Lottery.com states it has significantly changed management, governance, and internal controls since mid‑2022 and that current leadership was not involved in the conduct described. The company has fully cooperated with the SEC and is engaged in non‑binding settlement discussions it believes are close to resolving the matter without material liability for the company, while maintaining that the complaint lacks merit as to the company and reserving the right to defend the case.

Lottery.com Inc. reported that it entered into a Placement Agency Agreement with Dawson James Securities for a registered public offering of 2,449,857 shares of common stock at $0.70 per share. The transaction closed on January 20, 2026 and generated approximately $1.7 million in gross proceeds for the company.

Dawson James acted on a reasonable “best efforts” basis and will receive a 7.0% cash fee on gross proceeds, plus up to $50,000 in reimbursed expenses, subject to approval by the company’s CFO. Lottery.com plans to use the net proceeds for working capital, potential acquisitions, and general corporate purposes. The company also executed a securities purchase agreement with the participating investors and later issued a press release announcing the closing of the offering.

Lottery.com Inc. reported that on January 20, 2026 it terminated its financing arrangement with United Capital Investments London Limited (UCIL). This agreement, originally signed in July 2023 and amended several times through February 2024, had been a material definitive agreement for the company.

The company also issued a press release on January 20, 2026 to announce the termination of the UCIL Loan Agreement, which is included as an exhibit to this report. The filing does not describe new replacement financing or additional terms beyond the fact of termination and the agreement’s amendment history.

Lottery.com Inc. is offering 2,449,857 shares of common stock at $0.70 per share, raising about $1.71 million in gross proceeds. After paying a 7.0% placement fee to Dawson James Securities, net proceeds are expected to be about $1.59 million, which the company plans to use for working capital, potential acquisitions, and general corporate purposes.

The deal is a takedown from an existing $300 million shelf registration and is being sold directly to institutional and accredited investors via a best-efforts placement. Shares outstanding are expected to increase to 11,660,777 from 9,210,920 as of January 16, 2026. The company, now doing business as SEGG Media, is repositioning around three verticals—sports (Sports.com), entertainment (Concerts.com and TicketStub.com), and gaming (Lottery.com)—while disclosing significant risks including a history of losses, prior operational disruptions, heavy regulation, litigation exposure, and potential ongoing going-concern and dilution pressures.

Lottery.com, Inc. effected a 1-for-10 reverse stock split of its common stock, effective 5:30 p.m. Eastern Time on August 28, 2025. Under the Reverse Stock Split, every ten shares of common stock issued and outstanding or held in treasury were automatically reclassified into one new share, while the total number of authorized shares remained unchanged. The split was approved by shareholders at the company’s 2024 annual meeting on February 20, 2025, and by the board on August 13, 2025. The company stated the common stock will open for trading on Nasdaq on August 29, 2025, on a reverse split-adjusted basis under the existing trading symbol SEGG.

Lottery.com, Inc. (SEGG) reported continued operating losses and liquidity strain in its Form 10-Q for the quarter ended June 30, 2025. The company shows working capital of approximately negative $15.3 million and reported a quarterly loss of $3.99 million and a six‑month loss of $7.28 million. For year ended December 31, 2024 the company recorded a net loss of $28.2 million. Management discloses a substantial doubt about the company’s ability to continue as a going concern given recurring operating losses and expected additional losses over the next twelve months. The balance sheet includes significant intangible assets and goodwill (goodwill noted at $9.06 million) and prepaid expenses of about $14.46 million. The filing states no marketable securities as of June 30, 2025 and identifies prior impairment charges including $6.71 million of goodwill impairments in 2023. The company discloses multiple strategic and M&A initiatives, including acquisitions in Latin America and transaction agreements related to Veloce, Sports.com and other partnerships and earnout arrangements.

Lottery.com Inc. has filed a notification that it will be late filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company cites difficulty in completing and obtaining required financial and other reporting information without unreasonable effort and expense. Lottery.com plans to file the Form 10-Q on or before the fifth calendar day following the original due date, as permitted under SEC Rule 12b-25. The company also indicates it does not anticipate a significant change in results of operations compared with the same period last year.

Lottery.com Inc., doing business as SEGG Media, filed an 8-K announcing a definitive Asset Purchase Agreement signed 30 Jul 2025 with Galaxy Racer Holdings (GXR). SEGG will acquire 100% of the GXR platform, app, tech stack, user base and related licenses for a total consideration of US$10 million.

Payment is structured as (1) US$5.1 million in Payment-in-Kind, issued as restricted stock units (RSUs) at a fixed $3.00/share—implying potential issuance of c. 1.7 million shares—and (2) transfer of 49 % equity in a newly formed subsidiary (“NewCo”) that will house the acquired assets, valued at US$4.9 million. The RSUs carry full piggy-back registration rights and must be delivered within three business days of closing. Closing date and additional performance conditions remain to be set by the parties. An accompanying press release (Ex. 99.1) is referenced but not included.

No financial statements or pro-forma metrics were provided, and there is no immediate change to SEGG’s Nasdaq listings (common: SEGG; warrants: LTRYW). The transaction is considered material and is intended to expand SEGG’s media and gaming capabilities while limiting upfront cash outflow, but it introduces share dilution and cedes nearly half of the new entity.