Form 8-K

8-K — Sports Entertainment Gaming Global Corp

Accession: 0001493152-26-047798

Filed: 2026-10-20

Period: 2026-09-25

CIK: 0001673481

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

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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): September 25, 2026

Sports

Entertainment Gaming Global Corporation

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-38508

81-1996183

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

5049

Edwards Ranch Rd., 4th Floor, Fort Worth, Texas

76109

(Address

of Principal Executive Offices)

(Zip

Code)

(737)

787-3798

(Registrant’s

Telephone Number, Including Area Code)

Not

Applicable

(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 $16,100

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 ☒

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

3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

October 14, 2026, Sports Entertainment Gaming Global Corporation (the “Company”) received a letter (the “Staff Determination”)

from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying

the Company that, because it has not filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Q2 Form

10-Q”), it has not regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all

required periodic reports with the Securities and Exchange Commission (the “SEC”).

previously reported, Staff notified the Company on April 17, May 21, and August 20, 2026 that it was not in compliance with Listing Rule

5250(c)(1) because it had not filed its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on

Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. Staff gave the Company the maximum time available under Nasdaq’s

rules to regain compliance, which ran through October 12, 2026. The Company filed the Form 10-K on July 10, 2026 and the Form 10-Q for

the quarter ended March 31, 2026 on October 8, 2026. The Q2 Form 10-Q is the only delinquent report identified in the Staff Determination.

The

Staff Determination states that, unless the Company requests a hearing before a Nasdaq Hearings Panel (the “Panel”) by 4:00

p.m. Eastern Time on October 21, 2026, trading in the Company’s common stock and warrants will be suspended from The Nasdaq Global

Market at the opening of business on October 23, 2026, and Nasdaq will file a Form 25-NSE with the SEC to remove the Company’s

securities from listing and registration on Nasdaq.

The Company has requested a hearing before the Panel. Under

Nasdaq’s rules, a hearing request relating to a delinquent filing stays the suspension of the Company’s securities for

15 days from the date of the request. The Company will also ask the Panel to extend the stay through the hearing and the

Panel’s written decision. The Panel will notify the Company of its decision on the extended stay no later than 15 calendar

days after the deadline to request a hearing. Hearings are typically scheduled approximately 30 to 45 days after a hearing request.

At the hearing, the Company intends to present its plan to regain compliance and to ask the Panel for an exception, which the Panel

may grant for up to 180 days from the date of the Staff Determination.

The

Company currently expects to file the Q2 Form 10-Q as soon as practically possible, subject to completion of its independent registered

public accounting firm’s review. There can be no assurance that the Company will file the Q2 Form 10-Q by that date, that the Panel

will grant the Company’s request for an extended stay or for an exception, or that the Company will regain or maintain compliance

with Nasdaq’s continued listing requirements.

October 20, 2026, the Company issued a press release announcing its receipt of the Staff Determination, as required by Nasdaq Listing

Rule 5810(b). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by

reference.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section

21E of the Securities Exchange Act of 1934, including statements about the Company’s intention to request a hearing and an extended

stay, the expected timing of the Q2 Form 10-Q, and the Company’s ability to regain compliance with Nasdaq’s listing requirements.

These statements are based on current expectations and are subject to risks and uncertainties, including delays in completing the Company’s

financial statements or its auditor’s review, the Panel’s decisions, and the other risks described in the Company’s

filings with the SEC. Actual results may differ materially. The Company undertakes no obligation to update these statements except as

required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release dated October 20, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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 Stubblefield

Name:

Robert

Stubblefield

Title:

Chief

Financial Officer, Interim Chief Executive Officer, Interim President

Date:

October 20, 2026

Cautionary

Statement Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations as

to the timing, scope, nature, and effect of the restatement, the fiscal 2023–2025 corrections, and related filings described above,

the periods and financial statement line items expected to be affected, the materiality determination described in Item 8.01, and the

Company’s evaluation of its disclosure controls and procedures and internal control over financial reporting. These statements

are not guarantees of future outcomes, reflect only the Company’s current expectations, estimates, and assumptions, and are based

solely on information available to the Company as of the date of this report; they speak only as of such date and are inherently subject

to change. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from

those expressed or implied, including, without limitation, the possibility that the Company’s ongoing internal investigation, and

the review by its independent registered public accounting firm, may identify additional or different facts, errors, misstatements, or

effects, or a different magnitude, characterization, cause, or number of affected periods, than currently understood by the Company,

including with respect to the materiality determination described in Item 8.01; that the amounts, direction, and financial statement

effects of the corrections may change; that the timing, scope, form, and sequencing of the restatement and the related amended and other

filings may change; that the Company may identify one or more additional control deficiencies or material weaknesses; that the completion

of the restatement, the associated audit and interim review procedures, and the finalization of related conclusions may be delayed; that

the matters described above may give rise to, or be affected by, inquiries, investigations, subpoenas, enforcement actions, or other

proceedings by the U.S. Securities and Exchange Commission, the U.S. Department of Justice, Nasdaq, or other governmental, regulatory,

or self-regulatory authorities, as well as private litigation; and that the Company may be subject to related consequences affecting

its financial condition, reputation, and the listing or trading of its securities. Readers are cautioned not to place undue reliance

on any forward-looking statement. Except as required by applicable law, the Company undertakes no obligation, and expressly disclaims

any obligation, to update, revise, or supplement any forward-looking statement, whether as a result of new information, future events,

or otherwise.

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR

OFFICIAL RELEASE

5049

Edwards Ranch Rd, 4th Floor

Fort

Worth, TX 76109

SEGG

Media Requests Nasdaq Hearing and Stay Following Staff Determination

FORT

WORTH, Texas, October 20, 2026 – Sports Entertainment Gaming Global Corporation (“SEGG Media” or the “Company”)

(Nasdaq: SEGG, LTRYW) today announced that on October 14, 2026, it received a Staff Determination letter (the “Letter”) from

the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”). The Letter states

that the Company has not regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic

financial reports with the Securities and Exchange Commission (the “SEC”). The Company has timely requested a hearing before

the Nasdaq Hearings Panel (the “Hearings Panel”) and paid the applicable $20,000 hearing fee to review the Staff’s

determination.

Staff

previously notified the Company on April 17, May 21 and August 20, 2026 that it was not in compliance with the rule. Those notices covered

three reports:

● its

Annual Report on Form 10-K for the year ended December 31, 2025

● its

Quarterly Report on Form 10-Q for the period ended March 31, 2026

● its

Quarterly Report on Form 10-Q for the period ended June 30, 2026

Staff

granted the Company 180 calendar days from the due date of the Form 10-K. The Company has since filed the Form 10-K and the Form 10-Q

for the period ended March 31, 2026. Accordingly, Nasdaq has provided written confirmation that the Company is no longer non-compliant

with regard to these two filings. The current determination is based on the Company not having filed its Form 10-Q for the period ended

June 30, 2026 within the 180-day exception period.

The

Letter stated that, absent an appeal, trading of the Company’s common stock and warrants would be suspended on October 23, 2026,

and Nasdaq would file a Form 25-NSE with the SEC to remove the Company’s securities from listing. The Company’s hearing request

stays any suspension for 15 days from the date of the request, unless the Company specifically requests, and the Hearings Panel grants,

a further stay. As such, the Company has also requested an extended stay pending the hearing. Hearings are typically scheduled 30 to

45 days after a request.

The

Company is currently awaiting confirmation of the hearing date and intends to file its Form 10-Q for the period ended June 30, 2026 as

soon as practicable to cure the one remaining deficiency. There can be no assurance that the Hearings Panel will grant an extended stay

pending the hearing or grant an exception to the continued listing standard for up to 360 days from the initial delinquency.

The

Company has been through this hearing process with Nasdaq before. In 2023, while operating as Lottery.com, Inc., the Company appeared

before a Hearings Panel. The Hearings Panel granted additional time to file the delinquent periodic reports and to meet Nasdaq’s

minimum bid price requirement. On September 8, 2023, Nasdaq notified the Company that it had regained compliance with both requirements,

and the Company’s listing was maintained on Nasdaq.

FOR

OFFICIAL RELEASE

5049

Edwards Ranch Rd, 4th Floor

Fort

Worth, TX 76109

About

SEGG Media Corporation

SEGG

Media (Nasdaq: SEGG, LTRYW) is a global sports, entertainment, and gaming group operating a portfolio of digital assets including Sports.com,

Concerts.com, TicketStub.com, Lottery.com, and Veloce Media Group. Focused on immersive fan engagement, ethical gaming, and technology-driven

fan experiences, SEGG Media is redefining how global audiences interact with the content they love.

For

additional information

SEGG

Media press@seggmedia.com

737-587-3391

SEGG

Investors ir@seggmedia.com

737-787-3891

Important

Notice Regarding Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended. These include statements about the Company’s hearing request and request

for an extended stay, the timing of the filing of its Form 10-Q for the period ended June 30, 2026, and the continued listing of its

securities. These statements are based on management’s current expectations and assumptions. They are subject to risks and uncertainties

that could cause actual results to differ materially, including, among others:

● the

Company’s ability to complete and file its outstanding Form 10-Q within the timeframe

it anticipates or at all;

● whether

the Hearings Panel grants an extended stay of suspension or the Company’s request for

continued listing;

● the

risk that the Company’s securities are suspended from trading or delisted from Nasdaq;

● the

effect of any suspension or delisting on the liquidity and market price of the Company’s

securities;

● the

other risks described under “Risk Factors” in the Company’s Annual Report

on Form 10-K filed with the SEC on July 10, 2026, and in its other SEC filings.

The

outcome of prior Nasdaq proceedings is not indicative of the outcome of the current proceeding. These forward-looking statements speak

only as of the date of this press release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking

statement, whether as a result of new information, future events or otherwise.

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