Business Context and Reporting Period
Company: Sports Entertainment Gaming Global Corp (also referred to as Lottery.com Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: January 26, 2026
Reporting Period: Event date January 26, 2026; signed February 2, 2026.
Business Context: The company is an emerging growth company incorporated in Delaware, with principal executive offices in Fort Worth, Texas. It trades on The Nasdaq Stock Market LLC under the symbols SEGG (Common Stock) and LTRYW (Warrants).
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding a specific corporate event and does not contain comprehensive financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, or overall liquidity.
Debt and Obligations:
- Terminated Debt: A Senior Secured Convertible Promissory Note originally issued on December 2, 2025, and a related Securities Purchase Agreement.
- Counterparty: Evergreen Capital Management, LLC.
- Current Status: The note and agreement are null and void; no further amounts are due or payable by either party.
Material Changes Versus Prior Period
The primary material change reported is the termination of a material definitive agreement. On January 26, 2026, the Company entered into a Termination Agreement with Evergreen Capital Management, LLC. This action effectively cancelled the Senior Secured Convertible Promissory Note and the associated Securities Purchase Agreement dated December 2, 2025. The termination became effective upon the delivery of shares of common stock issued pursuant to Conversion Notice #7, dated January 13, 2026.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms that the termination agreement renders the promissory note and securities purchase agreement of no further force or effect. The full text of the agreement is referenced as an exhibit to the Company's Form 10-K for the period ended December 31, 2025.
Guidance and Outlook: The filing text does not provide specific forward-looking guidance, financial outlook, or updated risk factors beyond the resolution of the specific debt instrument.
Unusual Items: The filing notes the company is an emerging growth company. The termination of the debt instrument following a conversion notice is the central event of this report.
Important Facts for Investor Verification
- Debt Elimination: Verify that the Senior Secured Convertible Promissory Note with Evergreen Capital Management, LLC is fully extinguished and no further payments are required.
- Equity Issuance: Confirm the details of the common stock shares issued pursuant to Conversion Notice #7 (dated January 13, 2026) that triggered the termination.
- Full Agreement Text: Review the full text of the Termination Agreement, which is filed as an exhibit to the Form 10-K for the period ended December 31, 2025, for any hidden covenants or conditions.
- Leadership Status: Note that Robert J. Stubblefield is serving as Interim Chief Executive Officer, Interim President, and Chief Financial Officer.