Sports Entertainment Gaming Global Corp

8-K · form8-k.htm

0001673481

 2026-05-26
 2026-05-26

 0001673481

 SEGG:CommonStockParValue0.001PerShareMember

 2026-05-26
 2026-05-26

 0001673481

 SEGG:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf2300.00Member

 2026-05-26
 2026-05-26

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 OR 15(d)

 of
the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): May 26, 2026

  

 Sports
Entertainment Gaming Global Corporation

 (Exact
Name of Registrant as Specified in Its Charter)

  

 Delaware
  
 001-38508
  
 No.
 81-1996183

 (State
 or Other Jurisdiction

 of Incorporation)
  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification No.)

  

 5049
 Edwards Ranch Rd., 4 th Floor

 Fort
 Worth , Texas

  
 76109

 (Address
 of Principal Executive Offices)
  
 (Zip
 Code)

  

 (737)
 787-3798

 (Registrant’s
Telephone Number, Including Area Code)

  

 n/a

 (Former
Name or Former Address, if Changed Since Last Report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Exchange Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share
  
 SEGG
  
 The
 Nasdaq Stock Market LLC

 Warrants
 to purchase one share of common stock, each at an exercise price of $2,300.00
  
 LTRYW
  
 The
 Nasdaq Stock Market LLC

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☒

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item
1.01 Entry into a Material Definitive Agreement

  

 On
May 26, 2026 (the “Closing Date”), Sports Entertainment Gaming Global Corporation (the “Company”) entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with Amorua Global, Inc. (“Amorua” or the “Investor”),
pursuant to which the Company issued to the Investor an unsecured convertible promissory note (the “Note”) in an original
principal amount of $3,500,000.

  

 The
Note bears interest at a rate of 12% per annum and matures 24 months from the Closing Date, unless earlier converted, repaid or otherwise
terminated in accordance with its terms. The Note was issued with an original issue discount of 15%.

  

 Subject
to the terms and conditions of the Note, amounts outstanding under the Note, including accrued interest, may be converted into shares
of the Company’s common stock at a conversion price equal to the lower of (i) the closing price of the Company’s common stock
on the issuance date and (ii) 95% of the lowest daily VWAP of the Company’s common stock during the five business days immediately
preceding the applicable conversion notice, in each case subject to adjustment pursuant to the terms of the Note. The Investor’s
conversion rights are subject to a 9.99% beneficial ownership limitation.

  

 Pursuant
to the Purchase Agreement, the Company agreed to file, within 45 days following execution of the definitive transaction documents, a
registration statement on Form S-1 registering for resale the shares of common stock issuable upon conversion of the Note.

  

 The
Company intends to use the net proceeds from the financing for general corporate purposes, including approximately $500,000 to repay
indebtedness owed under the Alumni Capital note.

  

 The
foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements, which the Company intends to file with its next Quarterly Report on Form 10-Q.

  

 Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

  

 The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

 Item
3.02 Unregistered Sales of Equity Securities

  

 The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

 On
May 26, 2026, the Company issued the Note to Amorua Global, Inc. pursuant to the Purchase Agreement described above. The issuance of
the Note, and the shares of common stock issuable upon conversion thereof, were made in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Investor
represented that it was acquiring the securities for investment purposes and not with a view to or for distribution thereof. The securities
have not been registered under the Securities Act or applicable state securities laws. Pursuant to the Purchase Agreement, the Company
agreed to file a registration statement on Form S-1 covering the resale of the shares of common stock issuable upon conversion of the
Note.

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

  
 Sports Entertainment Gaming Global Corporation

  
  
  

  
 By:
 /s/
 Robert J. Stubblefield

  
 Name: 
 Robert
 Stubblefield

  
 Title:
 Interim
 Chief Executive Officer

 June
3, 2026