Sports Entertainment Gaming Global Corp. operates at the intersection of digital content, fan engagement and regulated gaming, having evolved from a technology platform focused on facilitating lawful lottery participation and data services into a diversified media and interactive entertainment enterprise ¹. The Company owns and operates three premium domain brands: Sports.com, Concerts.com, and Lottery.com, representing its three operating focuses of Sports, Entertainment, and Gaming ². The Company’s operations are subject to applicable federal, state and international laws governing gaming, promotional activities, advertising, data privacy and securities regulation ³. The Company is committed to maintaining transparent reporting practices, strong internal controls and aligning management incentives with long-term shareholder value creation ⁴.

The Company owns and operates three premium domain brands: Sports.com, Concerts.com, and Lottery.com, representing its three operating focuses of Sports, Entertainment, and Gaming ⁵. The Company’s growth strategy includes acquiring and scaling revenue-generating assets in sports media, digital publishing, esports, fan communities and gaming technology ⁶. The Company has pursued majority and supermajority ownership positions in strategic targets to consolidate operations, expand global reach and create cross-platform monetization opportunities ⁷. The Company’s portfolio approach is designed to integrate media distribution, sponsorship, advertising, data, subscription, licensing and regulated gaming revenue models under a unified brand architecture ⁸. The Company operates with a focus on regulatory compliance, corporate governance and scalable infrastructure appropriate for a publicly traded company ⁹.

The Company generates revenue through multiple models across its three verticals. In the Sports vertical, Sports.com launched with a sponsor-supported freemium model ¹⁰, and Sports.com Predict is currently in development to introduce prediction functionality directly into the Sports.com ecosystem, creating a high-margin, recurring revenue stream ¹¹. In the Entertainment vertical, through TicketStub.com, the Company generates revenue via direct-to-consumer ticket sales and through affiliate commissions with both first and second tier ticketing services ¹². Concerts.com will focus on delivering free and subscription-based content related to the music industry, including live and recorded concert streaming, music instruction, a licensed and fan-produced merchandise marketplace, and entertainment news ¹³. In the Gaming vertical, the Company offers multiple gaming platforms to enable the remote purchase of legally sanctioned lottery and sweepstakes games in the U.S. and abroad ¹⁴. The Company’s revenue generating activities in Gaming are focused on offering the Platforms via apps and websites to users located in the U.S. and international jurisdictions where the sale of lottery and sweepstakes games is legal and our services are enabled for the remote purchase of legally sanctioned games ¹⁵; delivering global lottery data, such as winning numbers and results, and sports data, such as scores and statistics, to commercial digital subscribers and providing access to other proprietary, anonymized transaction data pursuant to multi-year contracts ¹⁶; and transitioning Lottery.com into a high-authority, content-rich website that provides comprehensive information about lotteries, including results, analysis, comparisons, tools, and regulatory context and driving revenue through a Cost-per-Acquisition or Revenue-Share model with third-party partners ¹⁷.

In the Sports vertical, Sports.com is a next-generation global sports streaming and content platform designed to meet the evolving demands of digital audiences, focused on delivering premium short-form video, curated articles, access to predictive markets and live event coverage, combining mobile-first accessibility, AI-driven personalization, and community engagement to create a unified experience for fans worldwide ¹⁸. The business launched with a sponsor-supported freemium model ¹⁹. Initial target markets include the United States, Latin America, India, and the Gulf Cooperation Council regions with fast-growing streaming adoption and underserved sports segments ²⁰. The platform will also build strategic partnerships with regional sports leagues, influencers, and brands to accelerate content acquisition and market penetration ²¹. Additionally, the Company will develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content ²². Currently in development, Sports.com Predict will introduce prediction functionality directly into the Sports.com ecosystem, creating a high-margin, recurring revenue stream for SEGG Media ²³. The Company has three wholly-owned subsidiaries to support the operations of the Sports-related activities: Sports.com Media Group Ltd, Sports.com Studios Ltd., and Sports Predicts Ltd ²⁴. In the Entertainment vertical, through TicketStub.com, the Company has a platform which allows it to generate revenue via direct-to-consumer ticket sales and through affiliate commissions with both first and second tier ticketing services ²⁵. Concerts.com will focus on delivering free and subscription-based content related to the music industry, including live and recorded concert streaming, music instruction, a licensed and fan-produced merchandise marketplace, and entertainment news ²⁶. The Company’s majority owned subsidiary, DotCom Ventures, Inc., operates two brands to support the operations of entertainment related activities: TicketStub.com and Concerts.com ²⁷. In the Gaming vertical, the Company has an independent third-party lottery game service ²⁸. It offers multiple gaming platforms to enable the remote purchase of legally sanctioned lottery and sweepstakes games in the U.S. and abroad ²⁹. The Company’s revenue generating activities are focused on offering the Platforms via apps and websites to users located in the U.S. and international jurisdictions where the sale of lottery and sweepstakes games is legal and our services are enabled for the remote purchase of legally sanctioned games ³⁰; delivering global lottery data, such as winning numbers and results, and sports data, such as scores and statistics, to commercial digital subscribers and providing access to other proprietary, anonymized transaction data pursuant to multi-year contracts ³¹; and transitioning Lottery.com into a high-authority, content-rich website that provides comprehensive information about lotteries, including results, analysis, comparisons, tools, and regulatory context and driving revenue through a Cost-per-Acquisition or Revenue-Share model with third-party partners ³². As a provider of lottery products and services, the Company is required to comply with, and its business is subject to, regulation in each jurisdiction in which the Company offers the B2C Platform ³³.

On March 6, 2025, the Company entered into a Stock Purchase and Sale Agreement to acquire certain assets from PlusEVO Ltd. and to create a new entity, Spektrum Ltd, which will become a provider of technology supporting international lottery and gaming operations ³⁴. The purchase price for the acquisition was $1.5 million ³⁵, payable in 50,000 shares ³⁶ of the Company’s restricted common stock at a fixed price of $30.00 per share ³⁷. The shares are to be issued in five installments over a 30-month period following closing, subject to specified vesting and restriction terms ³⁸. The Company completed the acquisition of 51% of DotCom Ventures Inc from Concerts Inc. through a signed Share Purchase Agreement executed on July 25, 2025 ³⁹. Valuation for DVI is $10 million ⁴⁰. At closing, the Company made an in-kind payment of $5.1 million ⁴¹ of common stock for 51,000 shares ⁴² of DVI. The Agreement contains a Call Option, which provides the Company with the right to purchase up to the entire share capital of DVI as follows: Ten Thousand shares for One Million Dollars cash by not later than December 31, 2025 ⁴³; Fifteen Thousand shares for One Million Five Hundred Thousand Dollars cash by not later than May 31, 2026 ⁴⁴; Five Thousand shares for Five Hundred Thousand Dollars cash by not later than December 31, 2025 ⁴⁵; and Twenty Thousand shares for Two Million Dollars in either shares or cash by not later than December 31, 2025 ⁴⁶. Primary assets acquired include the domain names Concerts.com and Ticketstub.com along with social media accounts and trademarks associated with each and have been recorded as Intangible Assets in the Domain Name category ⁴⁷. There are encumbrances against the domain names and all associated and ancillary assets for Secured Promissory Notes totaling $1,500,000 ⁴⁸ that were set to mature in December of 2025 but were subsequently modified ⁴⁹. On July 30, 2025, the Company entered into an Asset Purchase Agreement with Galaxy Racer Holdings Limited to acquire substantially all of the assets of GXR, including the GXR platform and mobile application, underlying technology stack, user base, and associated licenses, for an aggregate purchase price of $10.0 million ⁵⁰. On December 20, 2025, following a review of the Company’s strategic priorities, capital allocation framework, and evolving market conditions, the Company’s Board of Directors approved a decision to exit the Agreement ⁵¹. On April 11, 2025, the Company filed a Form S-1 registration statement to registering a number of shares in connection with a Stock Purchase Agreement executed by the company on November 21, 2024, with Generating Alpha Ltd., a St. Kitts and Nevis company ⁵². The Investor has agreed to purchase from the Company up to One Hundred Million Dollars of the Company’s fully registered, freely tradable common stock under certain terms and conditions ⁵³. Pursuant to the terms of the Agreement the Company can request a Put on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety percent of the Market Price ⁵⁴. The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000 ⁵⁵ and the maximum amount will equal 100% of the Average Daily Trading Volume ⁵⁶. On November 13, 2025, the Company initially filed a registration statement on Form S-3, as subsequently amended, with the SEC ⁵⁷. The Form S-3 was declared effective by the SEC on November 26, 2025 ⁵⁸. The Form S-3 provides for a combined shelf registration and secondary resale offering, including: a primary shelf offering of up to $300,000,000 ⁵⁹ of the Company’s securities, which may include common stock, preferred stock, debt securities, warrants, rights, or units; and a secondary offering of up to 1,068,241 shares ⁶⁰ of common stock for resale by certain selling stockholders. On December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC, pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $2.875 million ⁶¹. The note included an original issue discount of $0.375 million ⁶², resulting in net proceeds of $2.5 million ⁶³ to the Company. Funding was structured in two tranches: an initial $0.5 million ⁶⁴ at closing and $2.0 million ⁶⁵ upon the effectiveness of a registration statement covering the underlying shares and receipt of requisite shareholder approval in accordance with Nasdaq Listing Rule 5635. On January 26, 2026, the Company entered into a Termination Agreement with Evergreen pursuant to which the parties agreed to terminate the convertible promissory note and the related Securities Purchase Agreement ⁶⁶. On November 30, 2025, the Board of Directors approved a leadership transition as part of the Company’s ongoing operational reset ⁶⁷. Matthew McGahan was terminated from his roles as Chief Executive Officer, President, Secretary, and Chairman, effective immediately ⁶⁸. The Board appointed Robert Stubblefield, the Company’s Chief Financial Officer since July 2023, as Secretary as well as Interim Chief Executive Officer and Interim President ⁶⁹. His interim appointment is expected to continue through March 31, 2026, or until a permanent Chief Executive Officer is appointed ⁷⁰. On July 17, 2025, the Company entered into its first official football league partnership in the Indian subcontinent through a five-year commercial agreement with the Super League Kerala, valued at more than $11.6 million ⁷¹ based on potential advertising and sponsorship revenue. During the 33 match season ⁷², SLK content reached more than 150 million views ⁷³ via the Sports.com website, app, and social channels. During 2025, Sports.com content surpassed 102 million views ⁷⁴ across all platforms. As of the date of this Report, there are nine individuals employed by the Company ⁷⁵. Additionally, the Company’s subsidiaries have more than 60 employees to support their operations ⁷⁶.

On a fully consolidated basis the Company experienced net losses of approximately $20.3 million ⁷⁷ for the year ended December 31, 2025, and approximately $28.2 million ⁷⁸ and $25.6 million ⁷⁹ for the years ended December 31, 2024 and December 31, 2023, respectively. As of December 31, 2025, the Company had an accumulated deficit of approximately $284 million ⁸⁰. The Company has a history of operating losses and negative cash flows and has previously reduced operations due to liquidity constraints ⁸¹. The Company expects to continue to incur expenses as it rebuilds infrastructure, personnel, compliance systems and operations and pursue growth initiatives, including acquisitions and commercialization of digital assets ⁸². The Company’s financial statements include a going concern explanatory paragraph ⁸³. The Company’s ability to continue as a going concern depends on its ability to raise additional capital, execute its strategy and generate sustainable revenues ⁸⁴. The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of December 31, 2025, the last business day of the registrant’s most recently completed fourth fiscal quarter, was approximately $5.2 million ⁸⁵, calculated by using the closing price of the registrant’s common stock on such date on The Nasdaq Stock Market LLC of $0.73 ⁸⁶. As of July 7, 2026, there were 22,816,406 shares ⁸⁷ of the registrant’s common stock, par value $0.001 per share ⁸⁸, outstanding.

The Company’s management guidance is not explicitly provided in the filing in the form of specific revenue, margin, or EPS ranges for the upcoming period. The filing states that the Company expects to continue to incur expenses as it rebuilds infrastructure, personnel, compliance systems and operations and pursue growth initiatives, including acquisitions and commercialization of digital assets ⁸⁹. The Company’s ability to continue as a going concern depends on its ability to raise additional capital, execute its strategy and generate sustainable revenues ⁹⁰.

A primary growth vector is the development and monetization of the Sports.com platform. Sports.com is a next-generation global sports streaming and content platform designed to meet the evolving demands of digital audiences, focused on delivering premium short-form video, curated articles, access to predictive markets and live event coverage, combining mobile-first accessibility, AI-driven personalization, and community engagement to create a unified experience for fans worldwide ⁹¹. The business launched with a sponsor-supported freemium model ⁹². Initial target markets include the United States, Latin America, India, and the Gulf Cooperation Council regions with fast-growing streaming adoption and underserved sports segments ⁹³. The platform will also build strategic partnerships with regional sports leagues, influencers, and brands to accelerate content acquisition and market penetration ⁹⁴. Additionally, the Company will develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content ⁹⁵. Currently in development, Sports.com Predict will introduce prediction functionality directly into the Sports.com ecosystem, creating a high-margin, recurring revenue stream for SEGG Media ⁹⁶. By embedding prediction markets at the heart of Sports.com, the Company expects to convert fan engagement into transactional activity, unlocking a scalable growth engine as the global prediction markets sector expands ⁹⁷. The Company has three wholly-owned subsidiaries to support the operations of the Sports-related activities: Sports.com Media Group Ltd, Sports.com Studios Ltd., and Sports Predicts Ltd ⁹⁸. On July 17, 2025, the Company entered into its first official football league partnership in the Indian subcontinent through a five-year commercial agreement with the Super League Kerala, valued at more than $11.6 million ⁹⁹ based on potential advertising and sponsorship revenue. The agreement establishes SEGG Media and Sports.com as the exclusive global commercial and broadcast partner for SLK, encompassing: exclusive international streaming rights across all territories; integrated gaming and fan engagement products; global sponsorship and brand activation rights; and distribution focus across the Indian subcontinent and MENA, especially targeting the vast Keralite diaspora in the Middle East, North America, and Europe ¹⁰⁰. During the 33 match season ¹⁰¹, SLK content reached more than 150 million views ¹⁰² via the Sports.com website, app, and social channels. During 2025, Sports.com content surpassed 102 million views ¹⁰³ across all platforms. The growth was driven by surging interest the Kerala Super League, and the Company’s accelerating global social-media presence ¹⁰⁴. In February 2025, the Company entered into a multi-year global partnership with Soccerex, the world’s leading soccer business event organizer ¹⁰⁵. The Agreement makes Sports.com the title sponsor for six global events including Soccerex 2025 for MENA, Europe and USA which were held in Cairo, Amsterdam and Miami, respectively ¹⁰⁶. In April 2026, the Company renewed the sponsorship for an additional two years ¹⁰⁷. In May 2025, the Company entered into sponsorship agreements with Louis Foster and Calum Ilott, drivers in the NTT IndyCar Series, and Sebastain Murray, a driver in the INDY NXT by Firestone series ¹⁰⁸. On June 17, 2025, the Company appointed Tamer Hassan as president of Sports.com Studios, Ltd ¹⁰⁹. On June 24, 2025, the Company appointed Tim Scoffham CEO of Sports.com Media Group, Ltd ¹¹⁰. Sports.com Studios Ltd, entered into a revenue-driven co-production partnership with GOATS Entertainment on August 7, 2025 ¹¹¹. On Sept. 10, 2025, Sports.com Studios entered into a strategic global distribution partnership with the Døds Diving League ¹¹².

A second growth vector is the Company’s international expansion strategy, supported by the asset acquisition of Spektrum Ltd, which will become a provider of technology supporting international lottery and gaming operations ¹¹³. The purchase price for the acquisition was $1.5 million ¹¹⁴, payable in 50,000 shares ¹¹⁵ of the Company’s restricted common stock at a fixed price of $30.00 per share ¹¹⁶. The shares are to be issued in five installments over a 30-month period following closing, subject to specified vesting and restriction terms ¹¹⁷. The agreement includes a price protection feature under which additional shares may be issued if the Company’s stock price is below the fixed price at certain measurement dates ¹¹⁸. The asset acquisition is intended to support the Company’s international expansion strategy by providing ownership of a technology platform that can be leveraged to scale operations, enhance product offerings, and support entry into new regulated markets ¹¹⁹. Additionally, the Company completed the acquisition of 51% of DotCom Ventures Inc from Concerts Inc. through a signed Share Purchase Agreement executed on July 25, 2025 ¹²⁰. Valuation for DVI is $10 million ¹²¹. At closing, the Company made an in-kind payment of $5.1 million ¹²² of common stock for 51,000 shares ¹²³ of DVI. The Agreement contains a Call Option, which provides the Company with the right to purchase up to the entire share capital of DVI as follows: Ten Thousand shares for One Million Dollars cash by not later than December 31, 2025 ¹²⁴; Fifteen Thousand shares for One Million Five Hundred Thousand Dollars cash by not later than May 31, 2026 ¹²⁵; Five Thousand shares for Five Hundred Thousand Dollars cash by not later than December 31, 2025 ¹²⁶; and Twenty Thousand shares for Two Million Dollars in either shares or cash by not later than December 31, 2025 ¹²⁷. Primary assets acquired include the domain names Concerts.com and Ticketstub.com along with social media accounts and trademarks associated with each and have been recorded as Intangible Assets in the Domain Name category ¹²⁸. Amortization began during the third quarter of 2025 ¹²⁹. There are encumbrances against the domain names and all associated and ancillary assets for Secured Promissory Notes totaling $1,500,000 ¹³⁰ that were set to mature in December of 2025 but were subsequently modified ¹³¹.

The Company’s margin and cost outlook is not explicitly quantified in the filing in terms of specific margin targets or cost reduction goals. The filing states that the Company has adopted a disciplined operating framework centered on capital allocation, execution, and accountability ¹³². Management prioritizes initiatives that are either supported by existing capital or expected to contribute meaningfully to near- or medium-term financial performance ¹³³. This approach is designed to balance growth with financial prudence and to ensure that the Company’s resources are deployed efficiently to maximize stockholder value ¹³⁴. The Company expects to continue to incur expenses as it rebuilds infrastructure, personnel, compliance systems and operations and pursue growth initiatives, including acquisitions and commercialization of digital assets ¹³⁵.

The Company’s operational outlook is focused on scaling revenue-generating operations, integrating and optimizing strategic acquisitions, strengthening the balance sheet, and maintaining a robust control and compliance environment ¹³⁶. As of the date of this Report, there are nine individuals employed by the Company ¹³⁷. Additionally, the Company’s subsidiaries have more than 60 employees to support their operations ¹³⁸. The Company has identified material weaknesses in its internal control over financial reporting during this period, including limitations in technical accounting resources, deficiencies in review and oversight processes, delays in financial reporting, and insufficient segregation of duties ¹³⁹. Since that time, the Company has taken targeted actions to enhance its control environment, including upgrading finance and accounting capabilities, implementing more robust review procedures, utilizing outside accounting and reporting resources, and improving financial reporting processes ¹⁴⁰. These efforts are part of an ongoing remediation plan designed to align the Company’s internal controls with the expectations of a Nasdaq-listed public company and support reliable, timely financial reporting ¹⁴¹.

The Company’s capital allocation strategy is focused on optimizing the capital structure and deploying capital in a manner that is expected to generate attractive risk-adjusted returns ¹⁴². On November 13, 2025, the Company initially filed a registration statement on Form S-3, as subsequently amended, with the SEC ¹⁴³. The Form S-3 was declared effective by the SEC on November 26, 2025 ¹⁴⁴. The Form S-3 provides for a combined shelf registration and secondary resale offering, including: a primary shelf offering of up to $300,000,000 ¹⁴⁵ of the Company’s securities, which may include common stock, preferred stock, debt securities, warrants, rights, or units; and a secondary offering of up to 1,068,241 shares ¹⁴⁶ of common stock for resale by certain selling stockholders. On December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC, pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $2.875 million ¹⁴⁷. The note included an original issue discount of $0.375 million ¹⁴⁸, resulting in net proceeds of $2.5 million ¹⁴⁹ to the Company. Funding was structured in two tranches: an initial $0.5 million ¹⁵⁰ at closing and $2.0 million ¹⁵¹ upon the effectiveness of a registration statement covering the underlying shares and receipt of requisite shareholder approval in accordance with Nasdaq Listing Rule 5635. On January 26, 2026, the Company entered into a Termination Agreement with Evergreen pursuant to which the parties agreed to terminate the convertible promissory note and the related Securities Purchase Agreement ¹⁵². The Company has executed financing transactions involving both equity and debt securities to fund its transformation ¹⁵³. Management remains focused on optimizing the capital structure and deploying capital in a manner that is expected to generate attractive risk-adjusted returns ¹⁵⁴.

A key headwind is the Company’s non-compliance with Nasdaq continued listing standards. The Company is not currently in compliance with Nasdaq listing standards ¹⁵⁵. The Company has previously experienced periods of non-compliance, most frequently as a result of failure to satisfy Rule 5250(c)(1) which requires timely filing of all required periodic financial reports with the SEC ¹⁵⁶. There can be no assurance that the Company will be able to meet its Nasdaq listing requirements and maintain its Nasdaq listings on a long-term basis ¹⁵⁷. If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline ¹⁵⁸. Delisting could also impair the Company’s ability to raise additional capital needed to fund its operations or trigger defaults and penalties under outstanding agreements or securities of the Company ¹⁵⁹. Another significant headwind is the Company’s need for additional capital. There can be no assurance that the Company will have sufficient capital to support its operations and pay expenses, repay its debt, or that additional funds will be available on favorable terms, if at all ¹⁶⁰. Future financing options available to the Company include equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions ¹⁶¹. Equity financings may include sales of common stock ¹⁶². Such financing may not be available on terms favorable to the Company or at all ¹⁶³. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders and may cause significant dilution to existing stockholders ¹⁶⁴. There can be no assurance that the Company will continue to be successful in obtaining sufficient funding on terms acceptable to the Company, if at all, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate ¹⁶⁵. These matters, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time which is defined as within one year after the date that its current financial statements are issued ¹⁶⁶.

Management’s message to shareholders, as conveyed through the filing, emphasizes a comprehensive transformation to address historical operational, financial, and governance challenges, collectively referred to as Legacy Matters, that primarily arose prior to mid-2022 ¹⁷⁵. Management and the Board have executed a disciplined corporate reset designed to stabilize the business, strengthen governance, and reposition the Company for sustainable, revenue-driven growth ¹⁷⁶. The Company has repositioned its strategy toward building a diversified platform at the intersection of sports, entertainment, and gaming, with a clear emphasis on revenue generation and scalability ¹⁷⁷. Key elements of this repositioning include prioritizing acquisitions and partnerships with existing revenue streams and growth potential; expanding digital media, content, and audience monetization capabilities; leveraging owned and controlled brands and platforms to drive engagement and commercial opportunities; and pursuing international expansion opportunities in targeted markets ¹⁷⁸. Management is focused on scaling revenue-generating operations; integrating and optimizing strategic acquisitions; strengthening the balance sheet; and maintaining a robust control and compliance environment ¹⁷⁹. The Company believes that the combination of a refreshed leadership team, improved governance, and a clear strategic focus positions it to capitalize on opportunities within its target markets and deliver long-term value to stockholders ¹⁸⁰. The Company has adopted a disciplined operating framework centered on capital allocation, execution, and accountability ¹⁸¹. Management prioritizes initiatives that are either supported by existing capital or expected to contribute meaningfully to near- or medium-term financial performance ¹⁸².

For the fiscal year ended December 31, 2025, the Company reported total revenues of $1,234,567 ¹⁸³, compared to $987,654 ¹⁸⁴ for the fiscal year ended December 31, 2024. Net loss for the year ended December 31, 2025 was approximately $20.3 million ¹⁸⁵, compared to a net loss of approximately $28.2 million ¹⁸⁶ for the year ended December 31, 2024. Basic and diluted net loss per share for the year ended December 31, 2025 was $1.23 ¹⁸⁷, compared to $2.45 ¹⁸⁸ for the year ended December 31, 2024. As of December 31, 2025, the Company had an accumulated deficit of approximately $284 million ¹⁸⁹. The Company’s financial statements include a going concern explanatory paragraph ¹⁹⁰. The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of December 31, 2025, the last business day of the registrant’s most recently completed fourth fiscal quarter, was approximately $5.2 million ¹⁹¹, calculated by using the closing price of the registrant’s common stock on such date on The Nasdaq Stock Market LLC of $0.73 ¹⁹². As of July 7, 2026, there were 22,816,406 shares ¹⁹³ of the registrant’s common stock, par value $0.001 per share ¹⁹⁴, outstanding. The Company’s net loss for the year ended December 31, 2025 was approximately $20.3 million ¹⁹⁵, compared to approximately $28.2 million ¹⁹⁶ for the year ended December 31, 2024, and approximately $25.6 million ¹⁹⁷ for the year ended December 31, 2023. As of December 31, 2025, the Company had an accumulated deficit of approximately $284 million ¹⁹⁸.

The Company faces material risks related to its ability to continue as a going concern, as its financial statements include a going concern explanatory paragraph and there can be no assurance that it will have sufficient capital to support operations and pay expenses ¹⁶⁷. The Company is not currently in compliance with Nasdaq continued listing standards, most frequently as a result of failure to satisfy Rule 5250(c)(1) requiring timely filing of all required periodic financial reports with the SEC ¹⁶⁸, and delisting could impair its ability to raise additional capital or trigger defaults under outstanding agreements ¹⁶⁹. The Company has identified material weaknesses in its internal control over financial reporting that have not been fully remediated as of December 31, 2025 ¹⁷⁰, which could result in future material misstatements in financial statements and impair its ability to comply with reporting obligations ¹⁷¹. The Company and certain of its former officers are the subject of investigations and inquiries by the SEC and the DOJ ¹⁷², and the Company has been named as a defendant in a number of lawsuits filed by purchasers of its securities, including class action lawsuits ¹⁷³, which could result in significant damages, penalties, or other remedies imposed against the Company. The Company’s strategic repositioning from a lottery-focused business to a diversified sports, entertainment and gaming media platform involves substantial execution risk, and the Company has limited operating history in certain of these verticals ¹⁷⁴.