Sports Entertainment Gaming Global Corporation 8-K Filings

Sports Entertainment Gaming Global Corporation is implementing a 7-for-1 reverse stock split of its common stock, par value $0.001 per share. A Certificate of Amendment filed in Delaware makes the split effective as of 5:30 p.m. Eastern Time on July 31, 2026. At that time, every seven shares of issued, outstanding, or treasury common stock will be reclassified into one share, while the total number of authorized common shares and the par value remain unchanged.

The reverse split was approved by stockholders at the 2025 annual meeting on February 9, 2026, with the specific ratio authorized by the board on July 29, 2026. The common stock will begin trading on a split-adjusted basis on Nasdaq on August 3, 2026 under the symbol SEGG. Outstanding equity awards, warrants, equity plan share reserves, and related exercise or grant prices will be adjusted proportionately. No fractional shares will be issued; instead, holders will receive cash in lieu, based on the closing price on Nasdaq on July 31, 2026.

Sports Entertainment Gaming Global Corporation entered into a financing deal with Amorua Global, Inc. by issuing an unsecured convertible promissory note with an original principal amount of $3,500,000. The note carries 12% annual interest, has a 24‑month maturity from May 26, 2026, and includes a 15% original issue discount.

Amounts outstanding, including interest, may be converted into common stock at the lower of the closing price on the issuance date or 95% of the lowest daily VWAP over the five trading days before conversion, subject to a 9.99% beneficial ownership cap. The company plans to use the net proceeds for general corporate purposes, including about $500,000 to repay indebtedness under the Alumni Capital note, and has agreed to file a Form S‑1 to register the resale of conversion shares.

Sports Entertainment Gaming Global Corporation reported that it received a notice from Nasdaq’s Listing Qualifications Department stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026.

The notice does not immediately affect the listing of the company’s common stock on Nasdaq. The company has 60 calendar days from the date of the notice to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from the original Form 10-Q due date if it accepts that plan. The company states it intends to submit a plan within the required timeframe and is working to complete and file the Form 10-Q as soon as practicable.

Sports Entertainment Gaming Global Corporation filed an amended report to add financial statements and unaudited pro forma data for its acquisition of a controlling interest in Veloce Esports Limited.

The company completed the deal on February 17, 2026, initially acquiring 67.73% of Veloce and offering to buy additional shares from remaining holders. Using acquisition accounting under ASC 805, the preliminary total purchase price is about $80.63 million, including estimated identifiable intangible assets of roughly $13.75 million and goodwill of about $41.26 million. Pro forma combined total assets are shown at approximately $131.67 million, with total liabilities around $54.56 million and total equity about $77.11 million. On a pro forma basis for the year ended December 31, 2025, combined revenue is $10.34 million and net loss attributable to SEGG is about $18.03 million. Management emphasizes that these figures are preliminary, for informational purposes only, and may change as purchase accounting and valuation work are finalized.

Sports Entertainment Gaming Global Corporation entered a material definitive agreement for a strategic technology partnership between its subsidiary Sports Predicts Limited and Polymarket on April 27, 2026. Polymarket’s decentralized prediction markets technology will be integrated into the Sports.com platform as “Sports.com Predict.”

Polymarket will supply APIs, SDKs and infrastructure so users can access and transact in event-based contracts within Sports.com. The parties will share net revenue from transaction fees on trades executed via Sports.com Predict. Polymarket will be the exclusive provider of prediction market technology for Sports.com during the agreement’s initial term through June 30, 2029, while each party keeps its own intellectual property.

The agreement includes customary confidentiality, indemnification and dispute resolution provisions and requires compliance with applicable laws, including geo-restrictions where necessary. SEGG describes Sports.com Predict as a phased rollout, aimed at high-volume, real-time sports outcome markets and positioned as a potential high-margin growth engine within its broader digital sports, entertainment and gaming ecosystem.

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.

Sports Entertainment Gaming Global Corporation appointed two new members to its Board of Directors. On February 25, 2026, the Board named Robert Stubblefield, the company’s Chief Financial Officer and Interim Chief Executive Officer and President, as a Class II director with a term running until the 2027 annual stockholders’ meeting, or until a successor is elected and qualified.

The Board also appointed Daniel Bailey, CEO of Veloce Media Group, as a Class III director with a term running until the 2028 annual stockholders’ meeting, or until a successor is elected and qualified. The filing explains that the Board values Stubblefield’s financial leadership and experience with capital structure, acquisitions, and operations, and views Bailey’s experience in digital motorsport, gaming media, sponsorships, and audience growth as important to integrating Veloce and building scalable sports and entertainment assets.

The document notes that Bailey was a party to a Share Purchase Agreement related to the company’s acquisition of a controlling interest in Veloce and received consideration for his equity in that transaction. This transaction was previously disclosed as a related party transaction under Item 404(a) of Regulation S-K, and the company states it has no additional related party transactions with Bailey that require disclosure under that rule.

Sports Entertainment Gaming Global Corporation completed the acquisition of a controlling stake in Veloce Esports Limited. The company agreed to buy 20,008 existing Veloce shares for an aggregate £25,135,262 (approximately $34.2 million), paid in staged cash, 2,127,086 SEGG common shares, and a pre-funded warrant for 227,500 shares.

It also subscribed for 4,634 newly issued A1 ordinary shares of Veloce for £5,675,444.74 (approximately $7.7 million), funded with £3,187,500 in cash and 338,360 SEGG shares valued at $10.00 per share. After these transactions, SEGG owns about 67.93% of Veloce’s issued share capital, and the deal qualifies as a significant acquisition above the 20% threshold, requiring additional financial and pro forma information to be filed within 71 days.

Sports Entertainment Gaming Global Corporation entered a Common Stock Equity Distribution Agreement that permits “at the market” sales of common stock up to $5,572,584 through Dawson James Securities as sales agent.

The company can sell shares from time to time under an effective Form S-3 shelf registration and a January 9, 2026 prospectus supplement. Dawson James will receive a 3.0% cash commission on gross proceeds, and the agreement can be suspended or terminated by either party under specified conditions.

The company plans to use any net proceeds for working capital, potential acquisitions, and general corporate purposes, while agreeing to customary representations, covenants, indemnification and to maintain its Nasdaq listing.

Sports Entertainment Gaming Global Corporation, doing business as Lottery.com Inc., entered into a Termination Agreement with Evergreen Capital Management, LLC on January 26, 2026. This agreement ends the Senior Secured Convertible Promissory Note and the related Securities Purchase Agreement originally dated December 2, 2025.

The termination became effective after the Company delivered shares of common stock issued under Conversion Notice #7 dated January 13, 2026. Following this termination, those agreements are null and void, and no further amounts are due or payable by either party under them.

Sports Entertainment Gaming Global Corporation, formerly Lottery.com Inc., has formally changed its corporate name through a Certificate of Amendment filed in Delaware on January 27, 2026. The company will be doing business as SEGG Media Corp., SEGG Media, and SEGG.

The filing states that the company’s business operations, assets, capitalization, and governance structure remain unchanged by this name change. Its common stock will continue trading on The Nasdaq Stock Market under the ticker symbol SEGG, and its warrants will continue trading under the symbol LTRYW.

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. 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., 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.