Sports Entertainment Gaming Global Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures for Legacy Matter As previously disclosed, in connection with the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Original 2021 Annual Report”) on April 1, 2022, our management, with the participation of our then Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021. Based on their evaluation, our then Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process. In connection with the filing of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 (the “Amended 2021 Annual Report”), our management, with the participation of our Chief Executive Officer, reevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021 and determined they were not effective due to the material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures. Management’s Report on Internal Control Over Financial Reporting Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. In connection with this Report, our management, with the participation of our Chief Executive Officer, reevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022. Based on such reevaluation, our Chief Executive Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were still not effective due to the material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process, as described further below. As a result of this conclusion, we retained third-party accounting consultants who performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented. The issues which were identified during the initial and subsequent review continued until the new management team for the company began addressing them in the fall of 2022. Efforts to strengthen and improve internal controls over accounting and financial reporting are ongoing. 69 Material Weaknesses in Internal Control Over Financial Reporting In connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Securities Exchange Act of 1934, as amended, management, with the participation of the Company’s Audit Committee and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting for the period ended December 31, 2025. As previously disclosed, the Company identified material weaknesses in its internal control over financial reporting, including (i) a lack of a sufficient number of personnel with appropriate technical expertise to account for complex or non-routine transactions, (ii) deficiencies in the design and operating effectiveness of policies and procedures related to the review, supervision and monitoring of the Company’s accounting and financial reporting functions, (iii) challenges in the timely completion of the financial close process, and (iv) incomplete segregation of duties across certain transaction cycles and processes. These material weaknesses arose during a prior period and reflect a legacy control environment that did not keep pace with the Company’s operational complexity and public company reporting requirements. Since that time, the Company has taken decisive actions to stabilize and rebuild its financial reporting infrastructure. During the period ended December 31, 2025, the Company continued to execute against a structured remediation plan focused on accountability, discipline, and scalability. Key actions include strengthening the finance and accounting organization through targeted hiring and the engagement of external technical experts, implementing formalized policies and procedures and enhancing review and supervisory controls, and introducing a more rigorous and structured financial close process. The Company has also made progress in improving segregation of duties and implementing compensating controls, while investing in systems, processes, and governance frameworks designed to support long-term growth. These efforts are part of a broader transformation initiative to align the Company’s control environment with the expectations of a Nasdaq-listed company and to support a disciplined, execution-focused operating model. Management believes that the remediation actions undertaken to date are materially improving both the design and operating effectiveness of internal controls and are establishing a durable foundation for consistent, timely, and transparent financial reporting. We have identified a potential material weakness in our internal control over financial reporting related to the concentration of authority resulting from our Chief Financial Officer also serving as Interim Chief Executive Officer. This dual role may impair the effective segregation of duties and oversight functions that are fundamental to a robust control environment, particularly with respect to the review and approval of significant transactions, financial reporting, and management judgments. While we have implemented certain compensating controls, including enhanced involvement of the Chairman and other members of our Board of Directors and Audit Committee in key decisions and financial reporting oversight, these measures may not fully mitigate the risk associated with this concentration of responsibilities. Accordingly, we have concluded that this represents a potential material weakness in our internal control over financial reporting. We are in the process of evaluating and implementing remediation measures, including the appointment of additional qualified personnel and the enhancement of governance and review procedures, to address this issue. 70 Except as otherwise described herein, there were no changes in the Company’s internal control over financial reporting during the period ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, the material weaknesses described above have not yet been fully remediated. Management expects continued progress as these enhancements are fully implemented and demonstrate sustained effectiveness over successive reporting periods. We cannot assure you that the measures we take will be sufficient to remediate the material weaknesses we identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that this control deficiency or others could result in another material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. While internal controls can provide only reasonable assurance, management is committed to completing the remediation process and maintaining a best-in-class control environment that supports long-term shareholder value, operational discipline, and financial transparency. For more information, see “ Item 1A. Risk Factors - Public Company Operating Risks - If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the trading price of our common stock and warrants may be materially and adversely affected .” Changes in Internal Control Over Financial Reporting Except as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 71 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following sets forth certain information, as of the date of this report, concerning the directors and officers of the Company. Name Age Position Executive Officers Robert Stubblefield (2) 62 Chief Financial Officer, Interim President, Interim Chief Executive Officer, and Secretary Gregory Potts 55 Chief Operating Officer Daniel Bailey (3) 35 Chief Commercial Officer Jack Clarke 38 Chief Strategy Officer Non-Employee Directors Marc Bircham (2) 47 Director and Chairperson of the Board Christopher Gooding (1) 68 Director Warren Macal (1) 50 Director Paul S. Jordan (2) 66 Director Tamer T. Hassan (3) 58 Director (1) Class I director, with a term expiring at the annual meeting of Shareholders to be held in 2026. (2) Class II director, with a term expiring at the annual meeting of Shareholders to be held in 2027. (3) Class III director, with a term expiring at the annual meeting of Shareholders to be held in 2028. Robert J. Stubblefield served as the chief financial officer of DeMeta, Inc. from January 2022 until July of 2023 and of Regnum Corp. from March 2020 to July of 2023. Mr. Stubblefield was the chief financial officer of Wookey Project Corp. and Wookey Search Technologies Corporation from March 2020 to December 2021. Further, Mr. Stubblefield served as a contract chief financial officer of Sherpa Digital Media, Inc. from February 2019 to December 2021. Prior to this role, from October 2017 to December 2019, Mr. Stubblefield served as a consulting chief financial officer for various start-ups and growth companies in the San Francisco Bay Area and has approximately 17 years of experience in senior finance, accounting, and operations roles in public companies. He has held a CPA License from the state of California since the late 1980’s. Gregory Potts has more than 25 years of strategic growth and marketing experience, including the successful implementation of growth strategies for consumer brands and their channel affiliates. Prior to being appointed as COO, he most recently served as Global Vice President of Affiliate Success at Lottery.com. He has served in leadership roles for several organizations ranging from SMEs to multi-billion corporations. His successful career covers a diverse set of industries including consumer and B2B technology; syndicated data; and not-for-profit development. He currently is a trustee of WinTogether.org and sits on the board of Medios Electrónicos Y De Comunicación, S.A.P.I. de CV and serves as Chairman of the American Advertising Federation Lexington chapter. Daniel Bailey has over ten years of experience in the motorsport and sports commercial sectors. Prior to joining the Company, he held senior roles at Veloce Esports Ltd., where he contributed to the company’s growth through the development of commercial partnerships, the structuring of strategic transactions, including the acquisition of Quadrant, and participation in multiple capital raising activities. Over the course of his career, Mr. Bailey has been involved in generating more than $53 million in commercial partnerships and has worked with a range of global brands and rights holders, including Formula 1, VISA, Ferrari, McLaren, Mercedes, E.ON, Tencent, Sotheby’s, and Deutsche Bank. Earlier in his career, Mr. Bailey worked within the commercial division of IMG Motorsports and co-founded MPA, a marketing agency, where he continues to serve as a director. Jack Clarke began his career as a professional racing driver, achieving wins and podium finishes in international racing series, including FIA Formula 2. In 2015, he transitioned into business roles within the sports and media industry, including experience with a sports technology investment fund and IMG. Mr. Clarke is a co-founder of Veloce, where he contributed to the development of its esports and digital media operations and supported the growth of its media network to over 600 million monthly views. Throughout his tenure at Veloce, Mr. Clarke has been involved in commercial strategy, content development, and partnership initiatives. 72 Marc Bircham is a seasoned executive, entrepreneur, and former international footballer with a dynamic career that spans professional sports, business development, and strategic leadership. Widely known as a Queens Park Rangers icon, Marc earned 21 caps for Canada and played over 300 games at the professional level. Beyond the pitch, he has built a respected reputation as a forward-thinking leader with deep commercial insight. As Director of Sports.com, Marc has spearheaded international growth, led complex acquisition projects, and forged high-value partnerships across the sports and entertainment industries. Bircham brings not only his global network and football expertise, but also a proven track record in entrepreneurial execution and board-level strategy. Christopher Gooding has been a member of the Board of Directors since August of 2023. Mr. Gooding brings decades as a partner at respected English, US and Canadian law firms, predominantly within the heart of London’s financial district. He has also held from 1999 to 2009 an advisory Board position of US Issuer of 144A funds - the Sovereign Trade Corporation, New York and supervised the triple rating of its 144a funds. His professional journey began at Clifford Turner in London and Dubai, advancing to a 15-year tenure at Clyde & Co. A consummate legal strategist in the area of political and commercial risk, he also served as a partner at LeBoeuf Lamb Greene & MacRae and Howard Kennedy, Fasken Martineau and CMS. Since 2022, he has held the position of Consultant at Crowell and Moring LLP London. Paul S. Jordan is a motorsport commercial specialist with extensive international sponsorship, acquisitions and communication skills and experience. With an active career in motorsport that spans more than four decades, Mr. Jordan has held senior positions with the world’s top Formula One Teams and some of most recognizable motorsport brands such as Renault Formula One, Jordan Grand Prix, British American Racing Honda and Minardi Formula One. He Was the “Founding Partner” for the “One Make” Racing car series “Grand Prix Masters” with Ex Formula One World Champions, Nigel Mansell, Emerson Fittipladi, Derick Warwick, and Alain Prost. He currently holds consultancy roles with both the Romanian and Cypriot Governments working with their respective Tourism Departments to promote tourism through both Motorsport sponsorship and activation programs. He also continues to consult for M-Sport Ford World Rally Team – Saudi Motorsport as its Head of Motorsport Strategy (KSA Government Organization). Tamer T. Hassan is a former boxer and worked in football management before becoming a British actor with a slate of over 60 films. He is best known for his role as the leader of the Millwall firm, opposite Danny Dyer , in “ The Football Factory ” (2004), “ Layer Cake (2004) opposite Daniel Craig, “ Batman Begins ” (2005), “ The Business ” (2005), and “Game of Thrones” (2016). Mr. Hasan has recently completed filming for “ The Witcher ” (Season 2) on Netflix with Henry Cavil. He also remains involved with creative content and participates in voice-over roles. Mr. Hassan’s entrepreneurial skills have led him to participate in large-scale projects in entertainment, sports & leisure, and hospitality. He has a passion for supporting emerging acting talent in Cyprus and is the founder of The Tamer Hassan Academy for Acting. Warren Macal is the Managing Director at Prosperity Investment Management (“PIM”) and the head of its PIM Motorsport Investment Division. He brings more than 15 years of extensive experience in wealth management and strategic financial planning to the Company. Specializing in the financial needs of high-net-worth individuals and professional athletes, particularly in the motorsports arena, his expertise will be invaluable as SEGG Media continues to expand its global reach and product offerings and develops its Sports.com brand. 73 Our Executive Officers Mr. Stubblefield, our Chief Financial Officer (“CFO”), Interim Chief Executive Officer and Interim President, serves at the discretion of our Board and holds office until his successor is duly appointed or until his earlier resignation or removal. Mr. Potts, our Chief Operating Officer (“COO”) serves at the discretion of our Board and holds office until his successor is duly appointed or until his earlier resignation or removal. Mr. Bailey, our Chief Commercial Officer (“CCO”) serves at the discretion of our Board and holds office until his successor is duly appointed or until his earlier resignation or removal. Mr. Clarke, our Chief Strategy Officer (“CSO”) serves at the discretion of our Board and holds office until his successor is duly appointed or until his earlier resignation or removal. Board Composition Our Board consists of seven directors. Each of our current directors will continue to serve as a director until the election and qualification of his successor or until his earlier death, resignation, or removal. The authorized number of directors may be changed by resolution of our Board. Vacancies on our Board may be filled by resolution of our Board. Our Board consists of Marc Bircham Christopher Gooding, Paul S. Jordan, Tamer T. Hassan, Robert J. Stubblefield, Daniel Bailey and Warren Macal, with Mr. Bircham acting as chairman of the Board. Our Board has affirmatively determined that each of Messrs. Gooding, Jordan, Hassan and Macal is an “independent director” under the Nasdaq listing rules applicable to board members. For more details, see the section entitled “Independence of our Board.” Our Board is divided into three classes with only one class of directors being elected in each year, and with each class serving a three-year term: ● our Class I directors are Mr. Gooding and Mr. Macal, and their terms will expire at the 2026 annual meeting of stockholders; ● our sole Class II directors are Mr. Bircham, Mr. Jordan and Mr. Stubblefield, whose terms will expire at the 2027 annual meeting of stockholders; and ● our Class III directors are Mr. Bailey and Mr. Hassan, and their terms will expire at the 2028 annual meeting of stockholders. As a result of the staggered Board, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms. At any meeting of stockholders at which directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in office in any class of directors. The members of each class will hold office until the annual meeting stated above when their term expires and until their successors are elected and qualified. At each succeeding annual meeting of the stockholders, the successors to the class of directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified. Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under circumstances specified in a preferred stock designation, directors may be elected by the stockholders only at an annual meeting of stockholders. Independence of our Board and Executive Officer Based on information provided by each director concerning his background, employment, and affiliations, our Board has determined that the Board meets independence standards under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. There are no family relationships among any of our directors and executive officers. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described under the heading “ Item 13. Certain Relationships and Related Party Transactions, and Director Independence. ” Board Committees Our Board has three standing committees: an Audit Committee a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the committees reports to the Board as it deems appropriate and as the Board may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities. 74 Audit Committee There are three members of our Board who serve as members of our Audit Committee, Messrs. Gooding, Hassan and Macal. Mr. Gooding is the chairman of our Audit Committee. All members of the Audit Committee are “independent” in accordance with the Nasdaq Rules (as defined below) and rules of the U.S. Securities and Exchange Commission (the “SEC”) applicable to boards of directors in general and Audit Committee members in particular. The Board has determined that each member of the Audit Committee is “financially literate” within the meaning of the Nasdaq Rules because each member is able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, the Board has determined that Mr. Gooding qualifies as an “audit committee financial expert” as defined by Item 407(d) of Regulation S-K, and therefore, also satisfies the “financial sophistication” requirement in accordance with Nasdaq Rule 5605(c)(2)(A). The Board reached its conclusion as to Mr. Gooding qualifications based on, among other things, his business background. The duties and responsibilities of the Audit Committee include: ● those duties and responsibilities delegated to it by the Board, including overseeing our financial reporting policies, our internal controls, and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes; ● being directly responsible for the appointment, retention, replacement and oversight of our independent registered public accounting firm and reviewing and evaluating its qualifications, performance and independence; ● pre-approving the audit and non-audit services and the payment of compensation to the independent registered public accounting firm; ● reviewing reports from, and material written communications between, management and the independent registered public accounting firm, including with respect to issues as to the adequacy of the Company’s internal controls; ● reviewing and approving any related person transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC and prior to our entering into such transaction; ● reviewing and discussing with management and the independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management; and ● reviewing the Audit Committee Charter and the Audit Committee’s performance at least annually. With respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent registered public accounting firm and management our annual audited financial statements and our quarterly financial statements prior to their inclusion in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other publicly disseminated materials in accordance with the applicable SEC rules and regulations. Compensation Committee The members of our Compensation Committee are Messrs. Hassan, Gooding and Macal. Mr. Hassan is the chairman of our Compensation Committee. All members of the Compensation Committee are “independent” in accordance with the Nasdaq Rules and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, at least two members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. 75 The Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices and meets regularly throughout the year to review and discuss, among other items, our compensation philosophy, changes in compensation governance, and compliance rules and best practices. With respect to executive compensation, the Compensation Committee: ● annually reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers; ● evaluates, as a committee or together with the other independent directors (as directed by the Board), the performance of our CEO and other executive officers in light of such corporate goals and objectives, as well as their individual achievements; ● approves and recommends to our Board for approval of the compensation of our CEO and other executive officers based on this evaluation; and ● periodically reviews and approves of all elements of our CEO’s and other executive officers’ compensation, including cash-based and equity-based awards and opportunities, as well as any employment agreements and severance agreements, change in control agreements and special or supplemental compensation and benefits. Nominating and Corporate Governance Committee The members of our Nominating and Corporate Governance Committee (“NCG Committee”) are Messrs. Gooding, Jordan and Hassan. Mr. Gooding is the chairman of our NCG Committee. All members of the NCG Committee are “independent” in accordance with the Nasdaq Rules and SEC rules applicable to boards of directors in general and nominating committees in particular. Director nominations are approved by a vote of a majority of our directors, each of whom is independent, as required under the Nasdaq rules and regulations. We believe that the current process in place functions effectively to select director nominees who will be valuable members of our Board of Directors. We identify potential nominees to serve as directors through a variety of business contacts, including current executive officers, directors and stockholders. We may, to the extent they deem appropriate, retain a professional search firm and other advisors to identify potential nominees. We believe that our Board as a whole should encompass a range of talent, skill, and expertise enabling it to provide sound guidance with respect to our operations and interests. Our independent directors evaluate all candidates to our Board by reviewing their biographical information and qualifications and having each candidate vetted by outside legal counsel. Code of Business Conduct and Ethics and Corporate Governance Guidelines Corporate Governance Guidelines . The Board has adopted Corporate Governance Guidelines designed to support effective oversight and independent decision-making with respect to the Company’s business and affairs Gorman v. Salamone, 2015 Del. Ch. LEXIS 202 , Spradlin v. E. Coast Miner, LLC (In re Licking River Mining, LLC), 599 B.R. 552 . The Guidelines address, among other matters, Board and committee composition, director selection and performance evaluation practices, Board meeting practices, director qualifications and expectations (including continuing education), and management succession planning, including CEO succession. Code of Business Conduct and Ethics . The Company maintains a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, including the Chairperson, Chief Executive Officer, and other members of management. The Code establishes standards for ethical conduct, including conflicts of interest, compliance with applicable laws and regulations, accurate and timely disclosures, protection and proper use of Company assets, and mechanisms for reporting suspected illegal or unethical conduct. The Code is intended to satisfy the requirements applicable to a public company code of ethics disclosure framework under federal securities disclosure rules. Any amendment to, or waiver of, the Code applicable to senior executive or senior financial leadership roles will be disclosed in accordance with applicable federal securities disclosure requirements, including, where permitted, by posting the information on the Company’s website rather than filing a current report. Amendments to the Code must be approved by the Board and, except for technical, administrative, or non-substantive changes, will be promptly disclosed through the Company’s website disclosure practices. A copy of the Code is available without charge upon written request directed to the Company’s corporate headquarters, attention: Compliance Manager. 76 Delinquent Section 16(a) Reports Federal securities law requires certain insiders—executive officers, directors, and beneficial owners of more than a specified threshold of a registered class of equity securities—to file initial ownership reports and reports of changes in ownership with the securities regulator. Based on a review of available filings and written representations from executive officers and directors, the Company believes that certain executive officers and directors did not timely comply with these reporting obligations during the fiscal year ended December 31, 2024. The Company further states that, as of the date of this disclosure, all executive officers and directors are currently in compliance with the applicable filing requirements. Item 11. Executive Compensation. This section describes the material components of the executive compensation program for the Company’s named executive officers for fiscal year 2025. The discussion may include forward-looking statements reflecting current plans and expectations regarding future compensation practices, and actual future programs may differ materially from those described. As an emerging growth company, the Company has elected to provide executive compensation disclosure consistent with the scaled disclosure framework available to smaller reporting companies, which generally requires disclosure for the principal executive officer and the next two most highly compensated executive officers. Introduction The stated objectives of the executive compensation program are to attract and retain talented executives to manage and lead the Company. For fiscal year 2025, the Company identifies the following individuals as named executive officers: (i) Robert Stubblefield, Interim Chief Executive Officer (effective November 30, 2025), and Matthew McGahan, former Chief Executive Officer (through November 30, 2025); and (ii) Gregory Potts, Chief Operating Officer, and Robert Stubblefield, Chief Financial Officer. Summary Compensation Table The following table provides summary information concerning compensation of our named executive officers for services rendered to us during the years noted. Non-Equity Stock Option Incentive Plan All Other Salary (1) Bonus (3) Awards (2) Awards Compensation Compensation (4) Total Name and Principal Position Year ($) ($) ($) ($) ($) ($) ($) Matthew McGahan, CEO 2024 550,000 275,000 385,000 195,000 - - 1,405,000 2025 554,583 - - - - - 554,583 Robert Stubblefield, CFO 2024 302,500 75,625 133,000 146,250 - - 657,375 2025 346,688 108,396 75,000 - - - 530,084 Gregory Potts, COO 2024 250,000 55,000 35,000 48,750 - - 388,750 2025 302,500 48,400 75,000 - - - 425,900 (1) Amounts reflect the pro-rated portion of the NEO’s base salary earned during the fiscal year presented based on time in the role. (2) USD value of stock awards. Amount represents the aggregate grant date fair value of common stock share awards made to the named executive officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“Topic 718”). As required by SEC rules, awards are reported in the year of grant. For more information, see “ Narrative Disclosure to Summary Compensation Table — Supplemental Table ” below. (3) Refers to any annual bonus, each of which is subject to the approval of the Compensation Committee of the Board. (4) The Company is investigating any potential U.S. tax consequences as the result of Company employees or directors who resided for extended periods of time at the Company’s Boca Raton, Florida, campus while conducting business. As appropriate, individual tax assessments are being determined and will be applied according to U.S. tax law 77 Narrative Disclosure to Summary Compensation Table Equity Awards The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which was adopted in connection with the Company’s business combination and subsequently amended and restated on December 21, 2021. The 2021 Plan provides for the grant of equity-based awards, including stock options, restricted stock, restricted stock units and other stock-based awards, to employees, directors and consultants of the Company and its affiliates. Shares of the Company’s common stock issuable under the 2021 Plan have been registered pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission. The number of shares reserved for issuance under the 2021 Plan is subject to adjustment in the event of stock splits, recapitalizations and similar transactions, and may include an “evergreen” provision pursuant to which the share reserve may be increased periodically as provided in the 2021 Plan. Fiscal 2025 During 2025 there were no S-8 common stock grants to our executive officers. During 2024 additional S-8 common stock was awarded to Matthew McGahan, CEO, who received a 175,000 share common stock grant (issued subsequently on January 22, 2024), Robert Stubblefield, CFO, received 20,000 shares of common stock and Greg Potts, COO, received 5,000 shares of common stock. During 2024, restricted stock units for common stock were awarded to Matthew McGahan, CEO, who received a grant for 195,720 restricted stock units (issued subsequently on February 5, 2024), Robert Stubblefield, CFO, received a grant for 75,000 restricted stock units, and Greg Potts, COO, received a grant for 20,000 restricted stock units. During 2024 options for common stock were awarded to Matthew McGahan, CEO, who received a grant for 100,000 stock options (issued subsequently on February 5, 2024), Robert Stubblefield, CFO, received a grant for 75,000 stock options, and Greg Potts, COO, received a grant for 25,000 restricted stock units. Cash Compensation Base Salary Base salaries are generally set at levels deemed necessary to attract and retain our executives. We provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements may be variable. Base salaries are generally reviewed annually and may be increased based on any number of factors at the discretion of the Compensation Committee, including the individual performance of the named executive officer, company performance, any change in the executive’s position within our business, the scope of their responsibilities and market data. For fiscal 2025 and 2024, the amounts earned by our named executive officers are shown in the Summary Compensation Table above. Bonuses In addition to base salaries, the named executive officers may receive discretionary annual bonuses, guaranteed or retention bonuses at the discretion of the Compensation Committee. Retirement Benefits, and Termination and Change in Control Provisions on December 31, 2025 and 2024 There were no pension or retirement benefits pursuant to any existing plan provided or contributed to by the Company or any of its subsidiaries. In addition, there were no termination and change in control provisions in effect for our NEOs. Outstanding Equity Awards on December 31, 2025 There were no equity awards to executive officers in 2025. Of our executive officers, Matthew McGahan, CEO, Robert Stubblefield, CFO and Gregory Potts, COO, each received equity awards in 2024. Matthew McGahan, CEO, received a 125,000 share common stock grant, Robert Stubblefield, CFO, received 25,000 shares of common stock and Gregory Potts, COO, received 25,000 shares of common stock. 78 DIRECTOR COMPENSATION On July 14, 2023, our Board reconfirmed a Non-Employee Director Compensation program providing for a cash fee of $6,000 USD per month per director ($72,000 USD per year). Such plan is a continuation of the Non-Employee Director Compensation program that was established and approved by the previous Board of Directors. Total cash fees paid to our directors under this program during fiscal 2025 and fiscal 2024 were $42,000 and $15,000, respectively. The following table sets forth the total compensation earned by each of our directors for their service on the Board during fiscal 2025: Directors Fees Earned Stock Awards Total Name (1) ($) (8) ($) ($) (9) Matthew McGahan (2) 72,000 -0- 72,000 Marc Bircham (3) 130,918 -0- 130,918 Christopher Gooding (4) 137,000 -0- 137,000 Paul S. Jordan (5) 137,000 -0- 137,000 Tamer T. Hassan (6) 137,000 -0- 137,000 Warren Macal (7) 137,000 -0- 137,000 (1) Represents all directors who served on our Board during fiscal 2025. Amounts accrued per director may include an $85,000 USD initial fee earned after 3 months of service, which is to be paid in stock. During 2025, this fee was earned by Mr. Bircham and during 2024 this fee was only earned by Mr. Macal. (2) Mr. McGahan was appointed to our Board on October 19, 2022, and served as a non-employee director until his initial appointment as Interim CEO, on July 20, 2023. During said time, compensation for Mr. McGahan was accrued for his service on the Board during fiscal 2023 and 2024 at the rate of $6,000 per month as for any other director. No stock was awarded to him pertaining to his role as a non-employee director, stock was only granted in relation to his role as CEO of the Company. Board fees for Mr. McGahan were accrued at $6,000 per month during 2025. (3) Mr. Bircham was appointed to our Board on May 13, 2025. Compensation for Mr. Bircham was accrued for his service on the Board on a pro-rated basis for time in the role during 2025 at the rate of $6,000 per month. In 2025 Mr. Bircham was also eligible for the initial director fee in the amount of $85,000. (4) Mr. Gooding was appointed to our Board on August 10, 2023 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025. (5) Mr. Jordan was appointed to our Board on July 20, 2023 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025. (6) Mr. Hassan was appointed to our Board on July 20, 2023 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025. (7) Mr. Macal was appointed to our Board on April 29, 2024 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2024, and for each month in 2024 and 2025. In 2024 Mr. Macal was also eligible for the initial director fee in the amount of $85,000. (8) Of the aggregate total accrued for our Board during 2025 and 2024, of the “Director’s Fee Earned”, only $42,000 of the accrual was paid in cash on June 12, 2025 and only $15,000 of the accrual was paid in cash on February 16, 2024. Compensation Committee Interlocks and Insider Participation None of the individuals who served as a member of the Compensation Committee during fiscal 2025 is, or has ever been, an officer or employee of the Company or any of its subsidiaries or has or had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. In addition, during the last fiscal year, no executive officer of the Company served as a member of the board of directors or the compensation committee of any other entity that has or has had one or more executive officers serving on our Board or our Compensation Committee. 79 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table shows information with respect to the beneficial ownership of our common stock as of December 31, 2025, for: ● each person known to us to own beneficially 5% or more of our outstanding common stock; ● each of our directors or director nominees; ● each of our NEOs; and ● all of our directors and executive officers as a group. As of December 31, 2025, there were 7,065,813 shares of our common stock outstanding. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them as of December 31, 2025: The amounts and percentages of shares beneficially owned are reported based on SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. AMOUNT AND PERCENT OF NATURE OF COMMON DIRECTORS, NAMED EXECUTIVE OFFICERS AND STOCKHOLDERS (1) BENEFICIAL OWNERSHIP STOCK OUTSTANDING OFFICERS AND DIRECTORS Matthew McGahan, CEO(former), Director(former) 443,773 6.28 % Robert Stubblefield, CFO and Interim CEO 213,318 3.02 % Greg Potts, COO 174,099 2.46 % Marc Bircham, Chairman 235,952 3.34 % Christopher Gooding, Director 191,834 2.71 % Tamer T. Hassan, Director 94,286 1.33 % Paul S. Jordan, Director 109,095 1.54 % Warren Macal, Director 89,255 1.26 % DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (EIGHT PERSONS) 1,491,612 21.11 % (1) The business address of each of these stockholders is c/o SEGG Media, 5049 Edwards Ranch Road, 4 th Floor, Fort Worth, TX 76109. Equity Compensation Plan Information The following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31, 2025. Number of Number of Securities to be Weighted Securities Issued Upon Average Remaining Exercise of Exercise Price Available for Outstanding of Outstanding Future Issuance Options, Options, Under Equity Warrants and Warrants and Compensation Rights Rights Plans Equity Compensation plans approved by security holders (1)a — — 86,483 (1) Relates only to the Lottery.com 2021 Incentive Plan. In connection with the Business Combination, the Board and stockholders approved the Lottery.com 2021 Incentive Plan, which enables the Company to grant non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other share based awards and cash awards to directors, employees, consultants and advisors to improve the ability of the Company to attract and retain key personnel upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. 80 Item 13. Certain Relationships and Related Transactions, and Director Independence. Investor Rights Agreement Simultaneously with the closing of the Business Combination on October 29, 2021 (the “Business Combination Closing”), the Company entered into an investor rights agreement (the “Investor Rights Agreement”) with the initial stockholders of Trident Acquisition Corp. and certain stockholders of AutoLotto, including Lawrence Anthony DiMatteo III, our former chief executive officer, and Matthew Clemenson, our former chief revenue officer (collectively, the “Stockholder Parties”). Pursuant to the Investor Rights Agreement, such parties agreed to vote or cause to be voted all shares owned by them or take such other necessary action to ensure that (i) our Board was made up of at least five directors at Closing, (ii) one director nominated by the Initial Stockholders (the “Initial Stockholders Director”) and the remaining directors nominated by the AutoLotto stockholders (the “AutoLotto Directors”) would be elected to our initial Board, with the Initial Stockholders Director designated as a Class II director, and (iii) following the nomination of our initial Board, neither the Initial Stockholders nor the AutoLotto Stockholders shall have ongoing nomination rights, except that in the event that a vacancy is created on our Board at any time by the death, disability, resignation or removal of the Initial Stockholders Director or any AutoLotto Director during their initial term, then (x) the AutoLotto Stockholders, with respect to a vacancy created by the death, disability, resignation or removal of an AutoLotto Director, or (y) the Initial Stockholders, with respect to a vacancy created by the death, disability, resignation or removal of an Initial Stockholders Director, will be entitled to designate an individual to fill the vacancy. In addition, the Investor Rights Agreement provides that we will register for resale under the Securities Act, certain shares of Common Stock and other equity securities that are held by the parties thereto from time to time as well as other customary registration rights for the parties thereto. The Investor Rights Agreement was terminated in connection with the Woodford Loan Agreement. Director Independence and Independence Determinations The Board has established the Corporate Governance Guidelines to assist it in making independence determinations for each director of our Board. The Corporate Governance Guidelines define an “independent director” to align with the definition provided under the corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”). Under Nasdaq Rule 5605(a)(2), a director is not independent unless the Board affirmatively determines that they do not have a direct or indirect relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of the Company. Directors who serve on the Audit Committee and Compensation Committee are subject to the additional independence requirements under applicable SEC rules and Nasdaq Rules. It is the policy of the Board to make affirmative independence determinations for all directors at least annually in connection with the preparation of the Company’s proxy statement. In making independence determinations, the Board will broadly consider all relevant facts and circumstances in addition to the requirements of Nasdaq Rule 5605(a)(2). The Board undertook its annual review of director independence. As a result of this review, the Board affirmatively determined that Messrs. Gooding, Jordan, Hassan and Macal are independent within the meaning of the Nasdaq Rules, including with respect to their respective committee service. The Board has determined that each member of the Audit Committee is “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of the Compensation Committee is “independent” for purposes of service on the Compensation Committee in accordance with Section 10C(a)(3) of the Exchange Act. Item 14. Principal Accounting Fees and Services. Audit Fees On October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC (“Yusufali”) as the Company’s independent registered public accounting firm, effective immediately, for the fiscal year ended December 31, 2022. Yusufali continued its engagement for the Company as its independent registered public accounting firm for 2023 and for the quarters ended March 31 and June 30 2024. Yusufali resigned as independent accountants on November 15, 2024 and Boladale Lawal & Co (“Boladale”) was appointed effective for the reporting period ended September 30, 2024 and remains the Company’s independent registered public accounting firm. The following table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2025 and December 31, 2024 by the independent accounting firms: 2025 2024 Audit Fees (1) $ 100,000 $ 170,000 Audit-Related Fees (2) 45,000 65,000 Tax Fees — — All Other Fees (3) — — Total: $ 145,000 $ 235,000 (1) Audit Fees represent the aggregate fees billed for professional services rendered for the audits of the annual financial statements, for the audits of certain of our subsidiaries and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings. In 2024, Boladale performed a reaudit of the financial statements for the year ended December 31, 2023 as a result of the resignation of Yusufali for $80,000, as well as an audit of the financial statements for the year ended December 31, 2024 for $90,000. Boladale has also audited the financial statements for the year ended December 31, 2025 for $100,000. (2) Audit-Related Fees represent the aggregate fees billed for assurance and other services related to the performance of review of our consolidated quarterly financial statements that are not reported under heading (1) above. These services may include due diligence related to mergers and acquisitions and consultation concerning financial accounting and reporting standards. In particular, Yusufali reviewed financial statements for March 31 and June 30, 2024. Boladale reviewed financial statements for September 30, 2024 and for March 31, June 30, and September 30, 2025 (3) All Other Fees represent fees billed for all other services. 81 Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The Audit Committee also is directly responsible for evaluating the independent registered public accounting firm, reviewing and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm. In addition, and pursuant to its charter and the Company’s Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee annually reviews and pre-approves the audit services to be provided by Boladale Lawal & Co, and also reviews and pre-approves the engagement of Boladale for the provision of other services during the year, including audit-related, tax and other permissible non-audit. For each proposed service, the Company’s management and the independent registered public accounting firm are required to jointly submit to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and whether the fees for the services are appropriate. 82 PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Report. (2) Exhibits The exhibits listed below are filed as part of this Report or incorporated herein by reference to the location indicated. Exhibit Number Description 2.1† Business Combination Agreement, dated as of February 21, 2021, by and among Trident Acquisitions Corp., Trident Merger Sub II Corp., and AutoLotto, Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K, on February 23, 2021). 3.1** Amended and Restated Certificate of Incorporation of Lottery.com Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K filed on January 30, 2026). 3.2** Amended and Restated Bylaws of Lottery.com Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K filed on November 4, 2021). 4.1** Warrant Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Form 8-K filed on June 4, 2018). 4.2** Description of Capital Stock (incorporated by reference to Exhibit 4.2 of Form 10-K filed on April 1, 2022). 10.1** Letter Agreement among Trident Acquisitions Corp., Trident Acquisitions Corp.’s officers, directors and stockholders (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form S-1/A (File No. 333-223655) filed on May 21, 2018). 10.2** Stock Escrow Agreement between Trident Acquisitions Corp., Continental Stock Transfer & Trust Company and the initial stockholders of Trident Acquisitions Corp (incorporated by reference to Exhibit 10.3 on Form 8-K, filed on June 4, 2018). 10.5** Investor Rights Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.12 on Form 8-K filed on November 4, 2021). 10.6** Initial Stockholder Forfeiture Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.13 on Form 8-K filed on November 4, 2021). 10.14# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 on Form 8-K filed on November 4, 2021). 10.15# AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.8 on Form 8-K filed on November 4, 2021). 10.16# Form of Restricted Stock Award Agreement under the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.9 on Form 8-K filed on November 4, 2021). 10.17# Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.7 on Form S-4 (Reg. No. 333- 257734), filed on October 5, 2021). 10.18# Form of Option Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.18 on Form 10-K filed on April 1, 2022). 10.19# Form of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.19 on Form 10-K filed on April 1, 2022). 10.20# Form of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.20 on Form 10-K filed on April 1, 2022). 10.21# Resignation and Release Agreement, dated July 22, 2022, by and between Lottery.com and Lawrence Anthony DiMatteo III (incorporated by reference to Exhibit 10.1 on Form 8-K filed on July 22, 2022). 10.24** Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference to Exhibit 10.24 of Form 10-K/A filed on May 10, 2023). 10.25** Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder (incorporated by reference to Exhibit 10.25 of Form 10-K/A filed on May 10. 2023) 10.26**** Amended and Restatement Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.3 of Form 10-Q filed on August 22, 2023) 10.27** Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 24, 2023) 10.28** Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 on Form 10-Q filed on May 22, 2023). 10.29** $30,000,000 Promissory Note dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.2 on Form 10-Q filed on May 22, 2023). 10.30** Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd. (incorporated by reference to Exhibit 10.28 of Form 10-K filed on June 15, 2023) 10.31** Share Purchase and Sale Agreement between Lottery.com and DotCom Ventures Inc. dated July 22, 2025 (incorporated by reference to Exhibit 10.40 of Form 10-Q filed on August 19, 2025) 10.32* Asset Purchase Agreement between Lottery.com and Galaxy Racer Holdings Limited dated July 30, 2025 10.33* Share Purchase Agreement between Lottery.com and Plusevo Ltd dated March 12, 2025 10.40** Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated November 16, 2024. (incorporated by reference to Exhibit 10.27 of Form 10-Q filed on November 20, 2025) 10.41** Amended -Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated as of June 16, 2025. (incorporated by reference to Exhibit 10.35 of Form 10-Q filed on November 20, 2025) 10.42** Short-term Convertible Note Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025. (incorporated by reference to Exhibit 10.40 of Form 10-Q filed on November 20, 2025) 10.43** Common Stock Purchase Warrant Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025. (incorporated by reference to Exhibit 10.41 of Form 10-Q filed on November 20, 2025) 10.44** Registration Rights Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025. (incorporated by reference to Exhibit 10.42 of Form 10-Q filed on November 20, 2025) 10.45** Securities Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated September 22, 2025 (incorporated by reference to Exhibit 10.43 of Form 10-Q filed on November 20, 2025) 10.46** Asset Purchase Agreement Between Lottery.com Inc. and Galaxy Racer Holdings Limited dated July 30, 2025 (incorporated by reference to Exhibit 10.6 of Form 10-Q filed on August 19, 2025) 10.50** Nook Holdings Share Purchase Agreement (incorporated by reference to Exhibit 10.50 of Form 10-K/A filed on June 6, 2024) 10.51** Amendment 1 to Nook Holdings Share Purchase Agreement (incorporated by reference to Exhibit 10.51 of Form 10-K/A filed on June 6, 2024) 83 10.52* Amendment 2 to Nook Holdings Share Purchase Agreement 10.60** Securities Purchase Agreement Between Lottery.com Inc. and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.60 of Form 8-K filed on December 4, 2025) 10.61** Senior Secured Promissory Note Between Lottery.com Inc. and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.61 of Form 8-K filed on December 4, 2025) 10.62 ** Loan Agreement, dated as of July 26, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated by reference to Exhibit 10.2 of Form 8-K filed on August 1, 2023). 10.63** Amendment and Restatement Agreement in respect of Loan Agreement (Deed), dated as of June 12, 2023, between Lottery.com and Woodford Eurasia Assets Ltd. (incorporated by reference to Exhibit 10.28 of Form 10-K filed on June 15, 2023). 10.64** Amended and Restated Loan Agreement, dated as of August 8, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated by reference to Exhibit 10.3 of Form 10-Q filed on August 22, 2023). 10.65** Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 24, 2023). 10.66* Termination Letter for Loan Agreement with United Capital Investments Limited dated January 20, 2026 10.67* Termination Letter for Securities Purchase Agreement with Evergreen Capital Management, LLC dated January 26, 2026. 10.70** Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Daniel Bailey for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.70 on Form 8-K/A filed on May 5, 2026) 10.71** Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Darryl Eales for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.71 on Form 8-K/A filed on May 5, 2026) 10.72** Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Andrew Webb for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.72 on Form 8-K/A filed on May 5, 2026) 10.73** Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and James Maclaurin for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.73 on Form 8-K/A filed on May 5, 2026) 10.74** Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Jack Clarke for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.74 on Form 8-K/A filed on May 5, 2026) 10.75** Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and MPA Creative Limited for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.75 on Form 8-K/A filed on May 5, 2026) 10.76** Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Crimson Swordblade Limited for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.76 on Form 8-K/A filed on May 5, 2026) 10.80** Placement Agency Agreement dated January 16, 2026, between Lottery.Com Inc. and Dawson James Securities Inc. (incorporated by reference to Exhibit 1.1 of Form 8-K filed on January 20, 2026). 10.81** Securities Purchase Agreement dated January 16, 2026, between Lottery.Com Inc. and Dawson James Securities Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on January 20, 2026). 10.82** Common Stock Equity Distribution Agreement, dated February 18, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson James Securities, Inc. (incorporated by reference to Exhibit 1.1 of Form 8-K filed on February 19, 2026). 10.83** Placement Agency Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson James Securities, Inc. (incorporated by reference to Exhibit 1.1 of Form 8-K filed on March 18, 2026). 10.84** Securities Purchase Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 18, 2026). 10.85** Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 of Form 8-K filed on March 18, 2026). 10.86** Registration Rights Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers (incorporated by reference to Exhibit 10.3 of Form 8-K filed on March 18, 2026). 21.1* List of Subsidiaries of Lottery.com Inc. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1^ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2^ Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Inline XBRL for the cover page of this Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. * Filed herewith. ^ Furnished herewith. ** Incorporated by reference † Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. + Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request. # Indicates management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. 84 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Sports Entertainment Gaming Global Corporation. Date: July 10, 2026 By: /s/ Robert J. Stubblefield Name: Robert J. Stubblefield Title: Interim Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Robert J. Stubblefield Interim Chief Executive Officer and Director July 10, 2026 Robert J. Stubblefield (Principal Executive Officer) /s/ Marc Bircham Chairman of the Board July 10, 2026 Marc Bircham /s/ Dan Bailey Director July 10, 2026 Dan Bailey /s/ Christopher Gooding Director July 10, 2026 Christopher Gooding Director July 10, 2026 Paul S. Jordan /s/ Tamer T. Hassan Director July 10, 2026 Tamer T. Hassan /s/ Warren Macal Director July 10, 2026 Warren Macal 85