Sports Entertainment Gaming Global Corp

For the period ended Dec 31, 2024. Filed Apr 21, 2025.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Apr 21, 2025

SEGG$1.20+5.3%Stored close · as of Nov 9, 2026

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Contents

Item 6. [Reserved]

	Item 8.	Financial Statements and Supplementary Data.	F-1
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	75
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	74
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	75
	Item 9A.	Controls and Procedures.	75
	Item 9B.	Other Information.	77
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	78
PART III	78
	Item 10.	Directors, Executive Officers and Corporate Governance.	78
	Item 11.	Executive Compensation.	83
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	86
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	87
	Item 14.	Principal Accounting Fees and Services.	87
PART IV	89
	Item 15.	Exhibits, Financial Statement Schedules.	89

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial condition, results of operations, earnings outlook and prospects of Lottery.com Inc. (“Lottery.com”, the “Company”, “we” or “us”).

Forward-looking statements appear in a number of places in this Annual Report, including, without limitation, under the headings in Part I, “Item 1. Business,” “Item 1A. Risk Factors,” and in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are based on the current expectations of the management of Lottery.com and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors discussed and identified in public filings made with the Securities and Exchange Commission (the “SEC”) by Lottery.com, as well as the following:

●	We have been named as a defendant in a number of civil lawsuits filed by purchasers of our securities, that could have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation.
●	In July 2022, the Company furloughed the majority of its employees and suspended its lottery game sales operations after determining that it did not have sufficient financial resources to fund operations or pay certain existing obligations, including payroll and related obligations.
●	We need additional capital to, among other things, support and restart our operations, re-hire employees and pay our expenses. Such capital may not be available or may not be available on commercially acceptable terms, if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations and we may need to permanently cease our operations.
●	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 against the Company, and investor confidence and the trading price of our common stock and warrants may be materially and adversely affected.
●	Our inability to compete for consumer discretionary time and income.
●	Economic events, geopolitical and political and market conditions, and other factors beyond our control.

●	Negative events or media coverage relating to our business, our management and directors, the lottery, lottery games or online gaming or betting.
●	Our inability to attract and retain users, including as a result of failing to appear in Internet search engine results.
●	Our continued ability to use existing, and add new, domain names to promote and increase the value of our brand.
●	Scrutiny by stakeholders with respect to responsible gaming and ethical conduct.
●	Our ability to achieve profitability and growth.
●	Our inability to profitably expand into new markets or capitalize on new gaming and lottery industry trends and changes, such as by developing successful new product offerings.
●	The effectiveness of our marketing efforts in developing and maintaining our brand and reputation.
●	Failure to offer high-quality user support.
●	Adverse impacts to user relationships resulting from disruptions to our information technology.
●	The vulnerability of our information systems to cyberattacks, including an inability to securely maintain personal and other proprietary user information.
●	Our inability to adapt to changes or updates in the Internet, mobile or personal devices, or new technology platforms or network infrastructures.
●	The exposure of our online infrastructure to risks relating to distributed ledger technology.
●	Our inability to comply with complex, ever-changing and multi-jurisdictional regulatory regimes and other legal requirements applicable to the gaming and lottery industries in the markets that we serve.
●	Geopolitical shifts and changes in applicable laws or regulations or the manner in which they are interpreted.
●	Our inability to successfully expand geographically and acquire and integrate new operations.
●	Our dependence on third-party service providers to timely perform services or provide software component products for our gaming platforms, product offerings and the processing of user payments and withdrawals on a timely basis.
●	Our inability to maintain successful relationships or agreements with lottery organizations and other third-party marketing or service provider affiliates.
●	Failure of third-party service providers to protect, enforce, or defend intellectual property rights required to fulfill contractual obligations required for the operation of our business.
●	The effectiveness of our transition and compliance with the regulatory and other requirements of being a public company.
●	Although we are currently in compliance with the continued listing standards of Nasdaq, we have had periods of non-compliance in the past and we may not be able to maintain compliance with Nasdaq’s continued listing standards in the future.
●	Limited liquidity and trading of our securities in the public markets.
●	Our lenders (as defined herein) may not loan us the amounts they agreed to under loan agreements (as defined herein).
●	Our obligations under certain loan agreements are secured by a first priority security interest in substantially all of our assets and if we were to default, they could force us to curtail or abandon our business plans and operations.
●	The issuance and sale of common stock upon conversion of the amounts owed or upon exercise of the warrants issued to Woodford, UCIL, or investors placed by Univest (each as defined herein) under each’s respective loan agreements may depress the market price of our common stock and cause substantial dilution.
●	We currently owe a significant amount of money under our loan agreements, which we may not be able to repay on each agreement’s terms and conditions.
●	Other factors described in this Report under the heading “Item 1A. Risk Factors.”

The risks described under the heading “Item 1A. Risk Factors” are not exhaustive. Other sections of this Report describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Lottery.com or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. Lottery.com Inc. undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law and regulation.

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