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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.
Lottery.com, Inc. (SEGG) filed a Form 144 indicating an insider’s intention to sell 148,266 common shares through Charles Schwab at an estimated aggregate value of $171,988.56. The proposed trade date is on or after 25 Jul 2025.
The shares equal roughly 3.1 % of the 4,780,380 shares outstanding and were received on 24 Jan 2024 as director-fee compensation. No other insider sales have been reported in the past three months. Rule 144 requires this advance notice but does not guarantee that the sale will occur.
Given the modest dollar size but meaningful percentage of the float, the filing could apply slight downward supply pressure and may be viewed as a mild negative signal for insider sentiment. The transaction is personal; the company will not receive any proceeds.