Sports Ent SEC Filings

Lottery.com Inc. reported that its board of directors approved the composition of its three standing committees, effective January 5, 2026. The Audit Committee will be chaired by Christopher Gooding, with members Tamer Hassan and Warren Macal, and the board determined that all are independent under Nasdaq and SEC rules, with Macal qualifying as an “audit committee financial expert.” The Compensation Committee will be chaired by Tamer Hassan, with Gooding and Macal as members, and the board determined each is independent. The Nominating and Corporate Governance Committee will be chaired by Christopher Gooding, with members Hassan and Paul Jordan, and all were determined to be independent under Nasdaq standards. The company states these assignments are consistent with its corporate governance guidelines and committee charters.

Lottery.com Inc. is raising capital through a registered offering tied to a senior secured convertible promissory note. The company agreed to issue common stock with an aggregate principal amount of $2,875,000 to Evergreen Capital Management, LLC under an effective shelf registration on Form S-3. The note includes a $375,000 original issue discount for fees and costs, so the company expects net cash consideration of $2,500,000, funded in two stages.

The investor will provide $500,000 on or immediately after the closing date of December 2, 2025, and a further $2,000,000 once the common shares issuable upon conversion are registered and shareholder approval is obtained as required by Nasdaq Listing Rule 5635 for potential issuances of at least 20% of outstanding common stock. Lottery.com estimates net proceeds of about $2,500,000 and plans to use the funds for working capital, product development, acquisitions, and other general corporate purposes.

Lottery.com Inc. has filed an amended shelf registration to offer up to $300,000,000 of securities and up to 110,000,000 shares of common stock, plus 1,068,241 shares for resale by existing investors. The primary shelf lets the company issue common and preferred stock, debt, warrants, purchase contracts and units on a best‑efforts basis, with net proceeds earmarked mainly for operations, acquisitions, product development, general and administrative costs and working capital. The secondary component registers common shares issued in 2024–2025 private placements and shares underlying warrants, for which the company will receive proceeds only if the warrants are exercised for cash.

The business is shifting from a pure lottery courier model toward a broader sports, entertainment and gaming platform, built around premium domains such as Sports.com, Concerts.com and Lottery.com. Management highlights a history of operating losses, significant past disruptions including a 2022 furlough of most employees, heavy regulation in lottery and gaming markets, and the need for additional capital, all of which create substantial risk of dilution and uncertainty around the company’s ability to sustain operations.

Lottery.com Inc. (doing business as SEGG Media Corporation) has filed an amended mixed shelf registration on Form S-3 to register up to $300,000,000 of primary securities and 111,068,241 shares of common stock, including 110,000,000 shares for potential issuance by the company and 1,068,241 shares for resale by selling shareholders. The primary shelf covers common and preferred stock, depositary shares, debt securities, warrants, purchase contracts and units, which may be sold from time to time on a best-efforts basis.

The company plans to use any primary proceeds mainly for operations, acquisitions, product development, general and administrative expenses and working capital, with an illustrative scenario showing up to $276,000,000 in net proceeds if the full $300,000,000 is sold. The resale portion registers shares issued or issuable from 2024–2025 private placements, convertible notes and warrants, from which Lottery.com will not receive proceeds other than potential cash warrant exercise. The prospectus also details its shift toward sports, entertainment and gaming media, significant risk factors and ongoing legal proceedings.

Lottery.com Inc. (doing business as SEGG Media) reports continued heavy losses and going‑concern risk in its Q3 2025 10‑Q. For the quarter ended September 30, 2025, revenue was $137,679, down from $200,653 a year earlier, and the company posted a net loss attributable to Lottery.com of $4,441,760 versus $7,933,776 in the prior‑year quarter. For the nine months, revenue was $553,290 with a net loss of $11,731,597.

Cash was $320,636 at September 30, 2025, with total assets of $73,432,770, total liabilities of $29,948,313 and an accumulated deficit of $275,435,350. Management discloses recurring losses, negative operating cash flow and a working capital deficit of about $11.4 million, and concludes these conditions raise substantial doubt about the company’s ability to continue as a going concern. Recent activity includes issuing equity, convertible debt, and completing acquisitions tied to Sports.com, Concerts.com, TicketStub.com and international gaming platforms.

Lottery.com Inc. filed a Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 will be filed late. The company explains that it has had difficulty completing and obtaining required financial and other reporting information without unreasonable effort and expense. Lottery.com states that it plans to file the September 30, 2025 Form 10-Q on or before the fifth calendar day following the prescribed due date, using the standard extension period available for a late quarterly report.

Lottery.com Inc. (Nasdaq: SEGG) filed a mixed shelf on Form S-3 registering up to $300,000,000 of securities and the issuance of up to 110,000,000 shares of common stock, together with a resale of 1,068,241 shares by selling shareholders.

The company may offer common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts, or units from time to time. Lottery.com will receive proceeds from its own primary offerings; it will not receive proceeds from selling shareholder resales, except for any cash received upon warrant exercises. The plan of distribution permits sales on a best‑efforts basis at prevailing market or negotiated prices and, if engaged, placement agents may receive fees as described.

The prospectus incorporates by reference recent reports and highlights risks including operating losses, financing needs, regulatory exposure, and potential dilution from future issuances.

Lottery.com Inc. reported it has regained compliance with Nasdaq Listing Rule 5635(c). On October 16, 2025, Nasdaq informed the company that, following its retroactive decision to abandon the 2023 Employees’, Directors’ and Consultants Stock Issuance and Option Plan and to reflect that ad hoc grants were made under the 2021 Incentive Award Plan, compliance was restored.

Nasdaq has closed the matter. The filing also includes customary forward-looking statements language noting risks, including efforts related to the Bid Price Requirement and becoming current with SEC reports.

Lottery.com Inc. filed Amendment No. 1 to its Q1 2025 quarterly report to correct the corporate phone number and revise the Condensed Consolidated Statements of Cash Flows. No other sections were changed, and updated CEO/CFO certifications were included.

For the three months ended March 31, 2025, revenue was $223,849 and net loss attributable to the company was $3,306,468. Operating expenses were $3,541,363, and basic/diluted loss per share was $0.14. Net cash provided by operating activities was $924,900; investing used $1,250,000 and financing provided $697,022, ending with cash of $468,677.

On the March 31, 2025 balance sheet, total assets were $53,439,131, total liabilities were $31,532,777, and total equity was $21,906,354. Current assets were $16,459,312 versus current liabilities of $31,532,777. The company completed the acquisition of Spektrum Ltd. on March 13, 2025, valued at $1.5 million in common stock at $3 per share, supporting international operations. Management disclosed that recurring losses and liquidity constraints raise substantial doubt about continuing as a going concern.

As of August 22, 2025, 39,402,750 common shares were outstanding.