Lottery.com (SEGG) terminates UCIL loan agreement after multiple amendments

Rhea-AI Filing Summary

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.

Insights

Capital structure and disclosure analyst

Lottery.com ends a key financing deal with UCIL without disclosing replacement funding in this report.

Lottery.com Inc. has terminated its material financing arrangement with United Capital Investments London Limited as of January 20, 2026. The agreement, first executed in July 2023 and amended multiple times through February 16, 2024, was important enough to require disclosure as a material definitive agreement.

The filing does not state remaining obligations, financial impact, or alternate funding sources, so the main takeaway is the clean break from this specific lender. The company simultaneously issued a press release, attached as Exhibit 99.1, which suggests management views the termination as notable for stakeholders, but the detailed commercial effects are not described here.

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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): January 20, 2026

Lottery.com Inc.

(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 1.02. Termination of a Material Definitive Agreement.

On January 20, 2026, Lottery.com Inc. (the “Company”) terminated its financing arrangement with United Capital Investments London Limited (“UCIL”) originally entered into on July 23, 2023, subsequently amended and restated on August 8, 2023, later amended on August 18, 2023, and finally amended and restated on February 16, 2024 (collectively, as amended and restated, the “UCIL Loan Agreement”).

Item 8.01 Other Events.

On January 20, 2026, the Company issued a press release announcing the termination of the UCIL Loan Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit No.		Description.
	99.1		Press Release, dated January 20, 2026
	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.

	Lottery.com Inc.
	By:	/s/ Robert J. Stubblefield
	Name:	Robert J. Stubblefield
	Title:	Interim Chief Executive Officer

January 20, 2026

FAQ

What did Lottery.com Inc. (SEGG) disclose in this 8-K filing?

Lottery.com Inc. disclosed that on January 20, 2026 it terminated its financing arrangement with United Capital Investments London Limited (UCIL), which had been a material definitive agreement.

Which agreement did Lottery.com Inc. (SEGG) terminate with UCIL?

The company terminated the UCIL Loan Agreement, a financing arrangement originally entered into on July 23, 2023 and subsequently amended on August 8, 2023, August 18, 2023, and again amended and restated on February 16, 2024.

When did the termination of the UCIL Loan Agreement become effective for Lottery.com Inc. (SEGG)?

The termination of the UCIL Loan Agreement became effective on January 20, 2026, which is the date of the reported event in the filing.

Did Lottery.com Inc. (SEGG) issue a press release about ending the UCIL financing arrangement?

Yes. On January 20, 2026, Lottery.com Inc. issued a press release announcing the termination of the UCIL Loan Agreement, which is attached as Exhibit 99.1 to the report.

What exhibits are included with Lottery.com Inc.’s (SEGG) 8-K about the UCIL Loan Agreement?

The filing includes Exhibit 99.1, a press release dated January 20, 2026, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Does this Lottery.com Inc. (SEGG) filing describe new financing to replace the UCIL arrangement?

No. This report states only that the UCIL Loan Agreement was terminated and references a related press release; it does not describe any new or replacement financing.