false
0001673481
0001673481
2026-08-20
2026-08-20
0001673481
SEGG:CommonStock0.001ParValuePerShareMember
2026-08-20
2026-08-20
0001673481
SEGG:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf16100.00Member
2026-08-20
2026-08-20
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): August 20, 2026
SPORTS
ENTERTAINMENT GAMING GLOBAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38508 |
|
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, including zip code)
(737)
787-3798
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
| ☐ |
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)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
SEGG |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase one share of common stock, each at an exercise price of $16,100.00 |
|
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.
Continued Engagement with Nasdaq Staff on Compliance Plan
On
August 20, 2026, Sports Entertainment Gaming Global Corporation (the “Company”) received a letter (the “Nasdaq Letter”)
from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026,
and remains delinquent in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, the Company is not in
compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all periodic financial reports required
to be filed with the Securities and Exchange Commission.
The
Nasdaq Letter is an additional notice of Staff deficiency letters, with prior letters dated April 17, 2026 and May 21, 2026,
relating to the Company’s periodic reporting delinquencies. The first of these delinquencies, the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2025, has since been cured; the Company filed that report on July 10, 2026. The delinquencies
giving rise to the Nasdaq Letter are the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026
and June 30, 2026, both of which remain outstanding.
The
Nasdaq Letter states that any exception granted by the Staff to allow the Company to regain compliance with the Rule will be limited
to October 12, 2026, representing 180 calendar days from April 15, 2026, the due date of the Form 10-K (after giving effect to the Company’s
Rule 12b-25 extension) — the first delinquent periodic report in this series.
The
Nasdaq Letter requests that the Company submit an updated plan to regain compliance no later than September 4, 2026. Following its review
of the plan, the Staff will notify the Company in writing of its decision. If the Staff does not accept the Company’s plan, the
Company will have the right to appeal that determination to a Nasdaq Hearings Panel pursuant to Listing Rule 5815.
The
Nasdaq Letter has no immediate effect on the listing of the Company’s common stock, which will continue to trade on The Nasdaq
Capital Market under the symbol “SEGG,” subject to the Company’s compliance with the matters described above.
The
Company intends to submit its plan to regain compliance to the Staff by the September 4, 2026 deadline and to work diligently to complete
and file its delinquent Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026 as promptly as practicable.
SIGNATURE
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: |
Chief
Financial Officer |
|
| Date: |
August
27, 2026 |
|