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Lottery.com Inc. filed a Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 will be filed late. The company explains that it has had difficulty completing and obtaining required financial and other reporting information without unreasonable effort and expense. Lottery.com states that it plans to file the September 30, 2025 Form 10-Q on or before the fifth calendar day following the prescribed due date, using the standard extension period available for a late quarterly report.
Lottery.com Inc. (Nasdaq: SEGG) filed a mixed shelf on Form S-3 registering up to $300,000,000 of securities and the issuance of up to 110,000,000 shares of common stock, together with a resale of 1,068,241 shares by selling shareholders.
The company may offer common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts, or units from time to time. Lottery.com will receive proceeds from its own primary offerings; it will not receive proceeds from selling shareholder resales, except for any cash received upon warrant exercises. The plan of distribution permits sales on a best‑efforts basis at prevailing market or negotiated prices and, if engaged, placement agents may receive fees as described.
The prospectus incorporates by reference recent reports and highlights risks including operating losses, financing needs, regulatory exposure, and potential dilution from future issuances.
Lottery.com Inc. reported it has regained compliance with Nasdaq Listing Rule 5635(c). On October 16, 2025, Nasdaq informed the company that, following its retroactive decision to abandon the 2023 Employees’, Directors’ and Consultants Stock Issuance and Option Plan and to reflect that ad hoc grants were made under the 2021 Incentive Award Plan, compliance was restored.
Nasdaq has closed the matter. The filing also includes customary forward-looking statements language noting risks, including efforts related to the Bid Price Requirement and becoming current with SEC reports.
Lottery.com Inc. filed Amendment No. 1 to its Q1 2025 quarterly report to correct the corporate phone number and revise the Condensed Consolidated Statements of Cash Flows. No other sections were changed, and updated CEO/CFO certifications were included.
For the three months ended March 31, 2025, revenue was $223,849 and net loss attributable to the company was $3,306,468. Operating expenses were $3,541,363, and basic/diluted loss per share was $0.14. Net cash provided by operating activities was $924,900; investing used $1,250,000 and financing provided $697,022, ending with cash of $468,677.
On the March 31, 2025 balance sheet, total assets were $53,439,131, total liabilities were $31,532,777, and total equity was $21,906,354. Current assets were $16,459,312 versus current liabilities of $31,532,777. The company completed the acquisition of Spektrum Ltd. on March 13, 2025, valued at $1.5 million in common stock at $3 per share, supporting international operations. Management disclosed that recurring losses and liquidity constraints raise substantial doubt about continuing as a going concern.
As of August 22, 2025, 39,402,750 common shares were outstanding.
Lottery.com Inc. filed an amended current report to provide the complete Amended Stock Purchase Agreement with Generating Alpha Ltd., dated June 16, 2025. The company notes that this agreement, previously summarized in an earlier report, was inadvertently omitted as an exhibit from its Form 10-Q for the period ended June 30, 2025. This amendment primarily serves to attach the full agreement as Exhibit 10.60 for investors and regulators to review, without introducing new financial results or changing previously described terms.
Lottery.com Inc. (Nasdaq: LTRY) filed an 8-K announcing a rebranding initiative. Effective July 8, 2025, the company will do business as Sports Entertainment Gaming Global Media Corporation ("SEGG Media"). The legal corporate name remains Lottery.com Inc. until shareholders vote on a formal name change, which management expects to conclude before the end of September 2025.
The common shares will switch their trading symbol from LTRY to SEGG on the Nasdaq on July 8. The CUSIP number remains unchanged and no shareholder action is required. Existing public warrants will continue to trade under LTRYW.
Aside from the corporate identity update, the filing contains no financial metrics, transactions, or operational guidance. Therefore, the announcement is primarily administrative and branding-related, with limited immediate impact on valuation fundamentals.
Lottery.com has entered into an Amended Stock Purchase Agreement with Generating Alpha Ltd. on June 16, 2025, securing potential funding of up to $300 million through stock purchases. Key terms include:
- Investor will purchase shares at 94% of Market Price (defined as 5-day VWAP)
- Minimum Put amount of $20,000 with maximum limited to 100% of Average Daily Trading Volume
- Investor ownership capped at 4.99% of Common Stock
- Company issued 682,410 shares as Commitment Fee via prefunded warrant
- Additional 1.5% in shares (as warrants) for each $50 million tranche after first $100 million
The company, listed as an emerging growth company, trades on Nasdaq under LTRY (common stock) and LTRYW (warrants). This agreement provides significant potential funding for operations, subject to market conditions and regulatory compliance.