Lottery.com Inc.
For the period ended Jan 29, 2026. Filed Jan 29, 2026.
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Jan 29, 2026 · Filed Jan 29, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION [SEGG MEDIA]fka** LOTTERY.COM INC.**
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION [SEGG MEDIA]fka** LOTTERY.COM INC.**
5049 Edwards ranch rd., 4 th floor
fort worth, TX 76109
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 9, 2026 AT 9 A.M. CENTRAL TIME
Dear Stockholders of Sports Entertainment Gaming Global Corporation:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Sports Entertainment Gaming Global Corporation., a Delaware corporation (“SEGG Media”) (the “Company”). The meeting will be held on February 9, 2026 at 9 a.m. Central Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visitinghttps://www.cstproxy.com/lottery/2026. To participate in the Annual Meeting, you will need to register to attend the meeting by 4:30 p.m., Central Time, on February 4, 2026 using the control number located on the Notice of Internet Availability of Proxy Materials for the Annual Meeting, or if you received paper copies, your proxy card or voting instruction form. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | PROPOSAL WITHDRAWN – NO VOTE REQUIRED. The proposal to amend the Company’s Articles of Incorporation (as previously amended and restated) for the purpose of restating the Certificate of Incorporation to change the Company’s name from “Lottery.com Inc.” to “Sports Entertainment Gaming Global Corporation” has been withdrawn. Pursuant to Sections 242 (a)(1) and (d)(1) of Delaware General Corporation Law, no meeting or vote of shareholders is required to adopt a change of the corporation’s name. Accordingly, on January 27, 2026, the Company filed its application with the Delaware Division of Corporations to officially change its name to Sports Entertainment Gaming Global Corporation. The Delaware Division of Corporations accepted the application for name change and the Company’s legal name was changed as described herein, effective as of January 27, 2026. |
| 2. | To elect one nominee for Class III director named in the accompanying proxy statement to serve until the 2028 annual meeting of stockholders and until their successor is duly elected and qualified; |
| 3. | To ratify the appointment by the audit committee of our board of directors of Boladale Lawal & Co. as our independent registered public accounting firm for the year ending December 31, 2025 and quarterly Reviews of our financial statements for 2026; |
| 4. | To approve the potential issuance of shares of our common stock, par value $0.001 per share (the “common stock”) and warrants to purchase shares of our common stock (the “warrants”) that may result in a change of control of the Company and in an amount that, in certain circumstances, may be equal to or exceed 20% of our common stock outstanding for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d) (the “Nasdaq Exchange Cap Proposal”); |
| 5. | To approve, if required, one or more amendments to the Company’s Articles of Incorporation (as amended and restated from time to time) and to authorize the Company’s Board of Directors to effect one or more forward stock splits of our common stock (“Forward Stock Splits”, each a “Forward Stock Split”), par value $0.001 per share (the “Common Stock”) at a ratio in the range of two-for-one to thirty-for-one of our Common Stock, with the number of Forward Stock Splits and the exact ratio of each Forward Stock Split to be determined at the discretion of the Company’s Board of Directors and with each such Forward Stock Split to be effected at such time and date, if at all, as determined by the Company’s Board of Directors at its sole discretion (the “Forward Stock Split(s) Proposal”); |
| 6. | To approve, if required, one or more amendments to the Company’s Articles of Incorporation (as amended and restated from time to time) and to authorize the Company’s Board of Directors to effect one or more reverse stock splits of our common stock (“Reverse Stock Splits”, each a “Reverse Stock Split”), par value $0.001 per share (the “Common Stock”) at a ratio in the range of one-for-two to one-for-thirty of our Common Stock, with the number of Reverse Stock Splits and the exact ratio of each Reverse Stock Split to be determined at the discretion of the Company’s Board of Directors and with each such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Company’s Board of Directors at its sole discretion (the “Reverse Stock Split(s) Proposal”); |
| 7. | To approve an amendment to the Company’s 2021 Incentive Plan to increase the number of shares reserved for issuance thereunder to 3,750,000 shares (the “Incentive Plan Amendment Proposal”). |
| Post–Reverse Split Share Count. The proposed 3,750,000-share reserve reflects the number of shares available under the Incentive Plan after giving effect to all reverse stock splits previously implemented by the Company. This figure constitutes the post-split share limit for the Plan and will not be increased or adjusted upward to account for any pre-split share equivalencies. | |
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| 8. | To approve, on an advisory basis, a proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal; and |
| 9. | To transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof. |
These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The record date for the Annual Meeting is January 15, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on February 9, 2026 at 9 a.m. Central Time online athttps://www.cstproxy.com/lottery/2026.
The proxy statement and 2024 annual report to stockholders
are available atwww.proxyvote.com
By Order of the Board of Directors,
/s/ Marc Bircham
Marc Bircham Chairman of the Board January 29, 2026
All stockholders are cordially invited to attend the Annual Meeting, which will be held virtually via the Internet. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares at the meeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| PROPOSAL NO. 1: PROPOSAL WITHDRAWN – NO VOTE REQUIRED | 6 |
| PROPOSAL NO. 2: ELECTION OF DIRECTORS | 6 |
| NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025 | 6 |
| THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS | 8 |
| PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 12 |
| Report of the Audit Committee of the Board of Directors | 14 |
| PROPOSAL NO. 4: THE NASDAQ EXCHANGE CAP PROPOSAL | 15 |
| PROPOSAL NO. 5: FORWARD STOCK SPLIT | 19 |
| PROPOSAL NO. 6: REVERSE STOCK SPLIT | 25 |
| PROPOSAL NO. 7: INCENTIVE PLAN AMENDMENT | 33 |
| PROPOSAL NO.8: APPROVAL, ON AN ADVISORY BASIS, TO ADJOURN ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES FOR PROPOSAL NO. 1, 4-7 | 34 |
| EXECUTIVE OFFICERS | 34 |
| EXECUTIVE COMPENSATION | 35 |
| DIRECTOR COMPENSATION | 36 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 38 |
| OTHER MATTERS | 39 |
| OTHER INFORMATION | 39 |
SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 9 A.M. CENTRAL TIME ON FEBRUARY 9, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.