UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| No.
| ||||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Lottery.com Inc.
(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 | ||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Corporate Name Change
On January 27, 2026, the registrant filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the corporation from Lottery.com Inc. to Sports Entertainment Gaming Global Corporation. The registrant will be Doing Business As SEGG Media Corp., SEGG Media, and SEGG.
The name change became effective upon filing on January 27, 2026
The registrant’s business, assets, capitalization, and governance structure remain unchanged as a result of the name change. The registrant’s common stock will continue to trade on The Nasdaq Stock Exchange under the ticker symbols SEGG and its warrants will continue to trade under the symbol LTRYW
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company (filed January 27, 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 | |
January 29, 2026
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF LOTTERY.COM INC.
January 23, 2026
Lottery.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
| 1. | That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) setting forth the proposed amendment to the Certificate of Incorporation and (b) declaring the Certificate of Amendment to be advisable and in the best interests of the Corporation and its stockholders in accordance with Section 242 of the DGCL. |
| 2. | That upon the effectiveness of this Certificate of Amendment, the Certificate of Incorporation is hereby amended as follows: |
Article I of the Certificate of Incorporation of the Corporation is amended and restated in its entirety to read as follows:
“The name of the Corporation is Sports Entertainment Gaming Global Corporation”
Article II of the Certificate of Incorporation of the Corporation is amended and restated in its entirety to read as follows:
“The registered office of the Corporation is to be located at e/o URS Agents, 614 N. DuPont Hwy, Suite 210, Kent County, Dover, DE 19901. The name of its Registered Agent at such address is URS Agents.”
| 3. | That except as amended hereby, the provisions of the Corporation’s Certificate of Incorporation shall remain in full force and effect. |
| 4. | This Certificate of Amendment shall be effective as of January 27, 2026, at 4:00 p.m. ET. |
[Signature Page Follows]
IN WITNESS WHEREOF, Lottery.com Inc. has caused this Certificate of Amendment to be duly executed and acknowledged in its name and on behalf by an authorized officer of the date first set forth above.
| LOTTERY.COM INC. | ||
| By : | /s/ Robert Stubblefield | |
| Name: | Robert Stubblefield | |
| Title: | Interim Chief Executive Officer | |
| 2 |