Sports Entertainment Gaming Global (SEGG) cancels secured convertible note deal with Evergreen

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

Company cancels a secured convertible note and related purchase agreement with no further obligations.

The Company and Evergreen Capital Management, LLC agreed to terminate a Senior Secured Convertible Promissory Note and its related Securities Purchase Agreement, both originally dated December 2, 2025. Termination became effective once shares were delivered under Conversion Notice #7 dated January 13, 2026.

With these financing agreements now null and void, the Company states that no further amounts are due or payable by either party under them. This simplifies the capital structure by removing this specific secured convertible debt arrangement, although the excerpt does not quantify the original size or financial impact of the instruments.

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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 26, 2026

Sports Entertainment Gaming Global Corporation

(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 1.01 Entry into a Material Definitive Agreement

On January 26, 2026, Lottery.com Inc. (the “Company”) entered into a Termination Agreement (the “Termination Agreement”) with Evergreen Capital Management, LLC (“Evergreen”), pursuant to which the Company and Evergreen agreed to terminate (i) the Senior Secured Convertible Promissory Note originally issued on December 2, 2025, as amended, and (ii) the related Securities Purchase Agreement dated December 2, 2025.

The termination became effective upon delivery of the shares of common stock issued pursuant to Conversion Notice #7, dated January 13, 2026. As a result of the termination, the promissory note and securities purchase agreement are null and void and of no further force or effect, and no further amounts are due or payable by either party thereunder.

The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of the agreement, which will be filed as an exhibit to Company’s Form 10-K for the Period Ended December 31, 2025.

Item 1.02 Termination of a Material Definitive Agreement

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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.

	Sports Entertainment Gaming Global Corporation
	By:	/s/ Robert J. Stubblefield
	Name:	Robert J. Stubblefield
	Title:	Chief Financial Officer, Interim Chief Executive Officer, and Interim President

February 2, 2026

FAQ

What did Sports Entertainment Gaming Global Corporation (SEGG) announce in this 8-K?

SEGG, operating as Lottery.com Inc., disclosed a Termination Agreement with Evergreen Capital Management, LLC. This cancels a Senior Secured Convertible Promissory Note and related Securities Purchase Agreement, with no further amounts due by either party under those specific agreements.

Which agreements between SEGG and Evergreen Capital Management were terminated?

The company and Evergreen terminated the Senior Secured Convertible Promissory Note originally issued December 2, 2025, as amended, and the related Securities Purchase Agreement dated December 2, 2025. Both arrangements are now null, void, and of no further force or effect under the disclosed terms.

When did the termination of SEGG’s financing agreements with Evergreen become effective?

The termination became effective upon delivery of shares of common stock issued pursuant to Conversion Notice #7, dated January 13, 2026. Once those shares were delivered, the promissory note and Securities Purchase Agreement ceased to have any further effect between the parties.

Does SEGG owe any further amounts to Evergreen after this termination?

According to the disclosure, no further amounts are due or payable by either SEGG or Evergreen under the terminated Senior Secured Convertible Promissory Note and related Securities Purchase Agreement. The termination agreement renders both financing documents null and void between the parties.

Will the full Termination Agreement between SEGG and Evergreen be publicly available?

The company states that the full text of the Termination Agreement will be filed as an exhibit to its Form 10-K for the period ended December 31, 2025. Investors will be able to review its complete terms when that annual report is made available.

Who signed the SEGG 8-K reporting the Evergreen Termination Agreement?

The report was signed on behalf of Sports Entertainment Gaming Global Corporation by Robert J. Stubblefield. He is identified as the company’s Chief Financial Officer, Interim Chief Executive Officer, and Interim President in the signature block of the filing.