SEGG — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-07-10

• The Company has undertaken a comprehensive transformation to address historical operational, financial, and governance challenges (collectively, “Legacy Matters”) that primarily arose prior to mid-2022. These Legacy Matters materially impacted the Company’s business operations, financial condition, …

• In 2022, the Company experienced a significant disruption to its legacy operations, including the cessation of certain core business activities. This disruption resulted in a meaningful contraction in revenue and necessitated immediate action to preserve liquidity and stabilize the enterprise.

• Management responded by implementing cost containment measures, rationalizing operations, and prioritizing capital allocation toward critical restructuring and compliance initiatives. These actions, while necessary, fundamentally reshaped the Company and created a clear inflection point from which t…

• Historically, the Company’s revenue model was substantially concentrated in lottery ticket sales and related transactional services. Our legacy lottery platform was designed to enable users to remotely purchase legally authorized lottery games through licensed partners, while providing data analytic…

• The Company identified material weaknesses in its internal control over financial reporting during this period, including limitations in technical accounting resources, deficiencies in review and oversight processes, delays in financial reporting, and insufficient segregation of duties.

Text removed vs the prior filing · source: 10-K · 2025-04-21

• On July 28, 2022, the Board determined that the Company did not have sufficient financial resources to fund its operations in the United States or pay certain existing obligations of the U.S. public company, including its payroll and related obligations.

• The following day, on July 29, 2022, the Company effectively ceased U.S. operations (the “2022 Operational Cessation”), furloughed the majority of its U.S. employees and suspended its U.S. lottery game sales meaning the U.S. company would be devoid of future revenues until operations resumed (subsid…

• Since the 2022 Operational Cessation, the Company has had minimal day-to-day operations in the United States and has primarily focused on restarting certain of its core businesses (as described in more detail under “Plans for Recommencement of Company Operations” below), and on completing and filing…

• As reported on form 8-K filed with the SEC on August 20, 2024, on August 14, 2024, the Company finalized an agreement for the acquisition of S&MI, Ltd. with its shareholders (the ““Share Purchase and Sale Agreement”), wherein the Purchase Price is the total equivalent One Million Dollars USD ($1,000…

• In the event that the closing price of the restricted stock units of common shares of the Company to be issued to the shareholders of S&MI, Ltd. is lower than the Fixed Purchase Price on the six (6) month anniversary of any issuance date of said shares (collectively the “Anniversary Issuance Price”)…

Text added vs the prior filing · source: 10-K · 2026-07-10

• Risks Relating to Prior Management, Our Internal Controls and Related Matters

• We have incurred significant losses and require additional capital; substantial doubt exists regarding our ability to continue as a going concern.

• We have a history of operating losses and negative cash flows and have previously reduced operations due to liquidity constraints. We expect to continue to incur expenses as we rebuild infrastructure, personnel, compliance systems and operations and pursue growth initiatives, including acquisitions …

• If we are unable to obtain adequate financing or generate sufficient cash flow, we may be required to delay, scale back or discontinue operations, restructure obligations, sell assets, or seek protection under applicable bankruptcy laws.

• Our strategic repositioning from a lottery-focused business to a diversified sports, entertainment and gaming media platform involves substantial execution risk.

Text removed vs the prior filing · source: 10-K · 2025-04-21

• Risks Relating to the Restatements of our Consolidated Financial Statements, Our Ability to Continue as a Going Concern, Our Internal Controls and Related Matters

• In July 2022, the Company furloughed the majority of its U.S. employees and suspended U.S. lottery game sales operations after determining that it did not have sufficient financial resources to fund these operations or pay certain existing obligations, including U.S. payroll and related obligations.…

• In July 2022, the Company furloughed the majority of our employees and ceased its operations after determining that it did not have sufficient financial resources to fund our operations or pay certain existing obligations, including payroll and related obligations. As of December 31, 2024, the Compa…

• In order for the Company to fully restart its U. S. operations, it must raise sufficient capital to re-hire or hire additional employees. Qualified employees may not be available for hire, or may require salaries or benefits in excess of what we paid persons in similar positions previously, due to a…

• If we are not able to restart our operations, hire new employees and engage new contractors, and obtain funding sufficient to support and restart our operations, we may be forced to permanently cease our operations, sell off our assets and operations, or seek bankruptcy protection or a corporate reo…

Text added vs the prior filing · source: 10-K · 2026-07-10

• In accordance with the Court’s Order to Compel Arbitration in Texas, Plaintiff filed its Demand for Arbitration on February 23, 2026 (Case 01-26-0000-9122) and the matter currently sits for arbitration with the American Arbitration Association (AAA) in Dallas, Texas. On May 28, 2026, the AAA confirm…

• On November 14, 2023, the Company and its wholly owned subsidiary TinBu, LLC (“TinBu”) (collectively, “Plaintiffs”) filed a separate lawsuit in the United States District Court for the Middle District of Florida (“MDF”) against John J. Brier, Jr. (“Brier”), Bin Tu (“Tu”), and Global Gaming Data, LLC…

• In response, Defendants asserted counterclaims against Plaintiffs, essentially filing exactly the same claims they previously alleged in the Hillsborough County Circuit Court Action that had been compelled to arbitration, and they also joined JBBT to the lawsuit. The Company sought dismissal of the …

• On February 25, 2025, Plaintiffs’ claims were dismissed without prejudice for failure to prosecute, and Defendants immediately moved for default judgment on their counterclaims. On March 14, 2025, the Court entered an order denying without prejudice Defendants’ Motion for various deficiencies in the…

• On January 28, 2026, the Court entered an order dismissing Defendants counterclaims and adopted the “thorough and well-reasoned” report and recommendation by the Magistrate (the “Order”). Pursuant to the Order, the Report and Recommendation was adopted and made a part of the Order for all purposes, …

Text removed vs the prior filing · source: 10-K · 2025-04-21

• On November 21, 2023, the Company and its wholly owned subsidiary TinBu, LLC (“TinBu”) (Company and TinBu collectively, “Plaintiffs”) filed their First Amended Verified Complaint in Federal Court for the Middle District of Florida (“MDF”) against John J. Brier, Jr. (“Brier”), Bin Tu (“Tu”), and Glob…

• Woodford Eurasia Assets, Limited filed a complaint in the High Court of Justice in London chancery Division. October 16, 2023, The High Court of Justice in London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated by Woodford against the Company. (Case: FL-2023-…

• Woodford filed an additional action in the United States District Court for the District of Delaware on November 16, 2023 in Case No. 23-1317-GBW seeking a temporary restraining order, preliminary injunction and expedited discovery against Lottery.com and its directors. The Court entered an order th…

• On June 10, 2024, the Company and Matthew McGahan (“McGahan”) (Company and McGahan collectively, “Defendants”) filed their Notice of Removal and No Answer Motion to Dismiss a state court complaint filed by Sharon A. McTurk (“McTurk”), Rutherford Enterprises, LLC (“Rutherford”), SJB Solutions, LLC (“…

• On September 4, 2024, Honey Tree Trading, LLC (“Honey Tree” or “Plaintiff”) filed a verified original complaint (the “Complaint”) against Lottery.com (“Lottery.com” or the “Company”) and directors Matthew Howard McGahan (“McGahan”), Christopher Gooding (“Gooding”), Paul Jordan (“Jordan”), Tamer Hass…