SEGG on Nasdaq
Sports Entertainment Gaming Global Corp
Sports Entertainment Gaming Global Corp is an American prepackaged software services company, incorporated in Delaware.1 It is headquartered in Ft. Worth, Texas.1 Its shares trade on Nasdaq under the symbol SEGG.1
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Last updated Oct 21, 2026.
Overview
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- TickerSEGG on Nasdaq1
- IndustryServices-Prepackaged Software1
- HeadquartersFt. Worth, Texas1
- Incorporated inDE2
- Business address5049 Edwards Rand Rd., 4Th Floor, Ft. Worth, Tx 761092
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
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2022, the Company experienced a significant disruption to its legacy operations, including the cessation of certain core business activities.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue98¢$774.8K
- Income tax2¢$16.8K
Out of $559.6K in revenue.5 The company lost money this year.
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Revenue | $7.5M6 | $16.4M7 | $6.8M8 | $7.0M9 | $958.6K5 | $559.6K5 | |
| Cost of revenue | $3.0M6 | $8.2M7 | $4.3M8 | $5.7M9 | $320.9K5 | $774.8K5 | |
| Gross profit | $4.5M6 | $8.3M7 | $2.5M8 | $1.4M9 | $637.8K5 | -$215.2K5 | |
| Operating expenses | $38.1M7 | $58.3M8 | $19.0M9 | $18.9M5 | $17.7M5 | ||
| Operating income | -$1.1M10 | -$3.7M6 | -$53.0M8 | -$60.0M11 | -$25.6M11 | -$18.3M5 | -$17.9M5 |
| Interest | $1.2M14 | $19.8M6 | |||||
| Income before tax | -$54.6M7 | -$60.4M8 | -$25.7M9 | -$28.7M5 | -$20.8M5 | ||
| Income tax | $690.8K10 | $8006 | $1.7M8 | $23.4K8 | $60.0K9 | $26.3K5 | $16.8K5 |
| Net income | $2.5M10 | -$5.8M6 | -$53.0M7 | -$60.0M8 | -$25.6M9 | -$28.2M5 | -$20.3M5 |
| Earnings per share | -$0.266 | -$2.047 | -$23.798 | -$9.819 | -$19.635 | -$5.785 | |
| Earnings per share (diluted) | -$0.247 | -$23.798 | -$9.819 | -$19.635 | -$5.785 | ||
| Shares (weighted, basic) | 22.9M shares7 | 2.5M shares8 | 2.6M shares9 | 1.4M shares5 | 3.5M shares5 | ||
| Shares (weighted, diluted) | 26.0M shares7 | 2.5M shares8 | 2.6M shares9 | 1.4M shares5 | 3.5M shares5 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash | $55.5K10 | $3.8M6 | $32.6M7 | $102.8K8 | $359.8K9 | $68.0K5 | $171.5K5 |
| Receivables | $79.2K7 | $208.6K8 | $55.6K9 | $494.1K5 | $231.3K5 | ||
| Current assets | $158.4K10 | $33.6M6 | $55.8M7 | $20.4M8 | $20.3M9 | $15.9M5 | $12.9M5 |
| Property, plant and equipment | $141.3K7 | $108.1K8 | $21.3K9 | $12.1K5 | $1.1K5 | ||
| Goodwill | $1.7M8 | $19.6M8 | $11.2M9 | $9.1M5 | $9.1M5 | ||
| Intangible assets | $28.7M7 | $24.0M8 | $17.7M9 | $12.6M5 | $14.6M5 | ||
| Total assets | $74.5M10 | $50.7M6 | $104.5M7 | $79.4M8 | $64.4M9 | $52.9M5 | $55.7M5 |
| Accounts payable | $1.0M6 | ||||||
| Current liabilities | $1.0M10 | $34.1M6 | $10.5M7 | $17.6M8 | $27.8M9 | $30.4M5 | $31.9M5 |
| Long-term liabilities | $1.2K6 | ||||||
| Total liabilities | $6.1M10 | $34.1M6 | $10.5M7 | $17.6M8 | $27.8M9 | $30.4M5 | $31.9M5 |
| Retained earnings | -$148.2M7 | -$208.2M8 | -$235.1M9 | -$263.5M5 | -$284.0M5 | ||
| Shareholders’ equity | $5.0M10 | $16.6M6 | $91.2M7 | $59.4M8 | $34.5M9 | $20.5M5 | $23.3M5 |
| Shares outstanding | 7.1M shares10 | 22.7M shares6 | 50.3M shares7 | 2.5M shares8 | 2.9M shares9 | 1.8M shares5 | 6.9M shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash from operations | -$1.5M10 | $4.7M6 | -$23.2M7 | -$31.3M8 | -$2.1M9 | -$1.9M5 | -$3.4M5 |
| Depreciation and amortization | $4.3M7 | $5.6M8 | $4.9M9 | $5.0M5 | $4.5M5 | ||
| Stock-based compensation | $14.5M7 | $27.9M8 | $2.1M9 | $1.6M5 | |||
| Capital spending | $21.9K6 | $27.5K7 | $127.3K8 | ||||
| Free cash flow | $4.7M | -$23.2M | -$31.4M | ||||
| Cash from investing | -$13.9M7 | -$1.3M8 | -$1.5M5 | -$2.6M5 | |||
| Cash from financing | $59.0M7 | -$15.7K8 | $2.3M9 | $3.2M5 | $6.3M5 |
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Corporate structure
Sports Entertainment Gaming Global Corp sits at the top of its group. 14 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Sports Entertainment Gaming Global Corp
- JANE STREET GROUP, LLC Filed SCHEDULE 13G/A on Sports Entertainment Gaming Global Corp, latest Aug 10, 2026 (2 filings since May 26, 2026)
- BALYASNY ASSET MANAGEMENT L.P. Filed SCHEDULE 13G/A on Sports Entertainment Gaming Global Corp, latest Nov 14, 2025 (4 filings since Feb 14, 2024)
- Citadel Securities GP LLC Filed SC 13G/A on Sports Entertainment Gaming Global Corp, latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- Sports Entertainment Gaming Global Corp Ft. Worth, Texas
- AutoLotto Inc. Subsidiary · Delaware, United States
- Concerts.com Subsidiary · Nevada, United States
- DotCom Ventures Inc. Subsidiary · Nevada, United States
- ELECTRÓNICOS Y DE COMUNICACIÓN, S.A.P.I. DE C.V. Subsidiary · Mexico
- Global Gaming Enterprises Inc. Subsidiary · Delaware, United States
- Juega Lotto Subsidiary · Mexico
- LDC IP Holdings Inc. Subsidiary · Delaware, United States
- LDC WinTogether Inc. Subsidiary · Texas, United States
- Lottery.com International LTD Subsidiary · United Kingdom
- Sports.com Media Group Ltd Subsidiary · United Kingdom
- Sports.com Studios Ltd Subsidiary · United Kingdom
- Tinbu LLC Subsidiary · Florida, United States
- Veloce ESports Ltd Subsidiary · United Kingdom
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Sports Entertainment Gaming Global Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $2.2M5 Dec 31, 2025 | $2.2M5 Dec 31, 2024 | −0.3% |
| Accumulated depreciation | $2.2M5 Dec 31, 2025 | $2.2M5 Dec 31, 2024 | +0.2% |
| Property and equipment, net | $1.1K5 Dec 31, 2025 | $12.1K5 Dec 31, 2024 | −91.0% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $171.5K5 Dec 31, 2025 | $68.0K5 Dec 31, 2024 | +152.1% |
| Marketable securities, current | $05 Dec 31, 2025 | $05 Dec 31, 2024 |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $9.1M5 Dec 31, 2025 | $9.1M5 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $14.6M5 Dec 31, 2025 | $12.6M5 Dec 31, 2024 | +16.5% |
| Finite-lived intangibles, gross | $42.5M5 Dec 31, 2025 | $35.9M5 Dec 31, 2024 | +18.4% |
| Accumulated amortization | -$27.9M5 Dec 31, 2025 | -$23.7M5 Dec 31, 2024 | −17.4% |
| Finite-lived intangibles, net | $14.6M5 Dec 31, 2025 | $12.6M5 Dec 31, 2024 | +16.5% |
Properties, in its own words
Our principal business location is in Fort Worth, Texas. Our employees, including our executive management team, currently perform their job responsibilities remotely.
Item 2 of the 10-K filed Jul 10, 2026.4
Leadership
Who has led Sports Entertainment Gaming Global Corp, and when. Pick a name to see everywhere that person has worked.
Chair
Chief financial officer
Chief operating officer
- Chief executive officerMatthew Howard McGahan Aug 30, 2024 to Aug 30, 202415
- Chief executive officerLawrence Anthony Dimatteo Iii. Nov 2, 2021 to Dec 6, 202116
- Chief executive officerIlya Ponomarev May 29, 2018 to Oct 28, 202017
- ChairEdward S. Verona May 29, 2018 to May 29, 201818
- PresidentMatthew Howard McGahan Aug 30, 2024 to Aug 30, 202415
- PresidentVadim Komissarov May 29, 2018 to Jul 27, 201819
- Chief financial officerRobert J. Stubblefield Jul 27, 2023 to Mar 3, 202520
- Chief financial officerRyan Dickinson Nov 2, 2021 to Nov 2, 202121
- Chief financial officerVadim Komissarov May 29, 2018 to Jul 27, 201819
- Chief operating officerGregory A. Potts Aug 30, 2024 to Feb 26, 202522
- Chief operating officerKathryn S. Lever May 3, 2022 to May 3, 202223
- Chief operating officerRyan Dickinson Nov 2, 2021 to Nov 2, 202121
Board members and other officers (16)
- Chief Commercial OfficerMatthew Clemenson Nov 2, 2021 to Dec 6, 202124
- Board memberChristopher Anderson Gooding Aug 30, 2024 to Mar 26, 202525
- Board memberMatthew Howard McGahan Aug 30, 2024 to Feb 6, 202515
- Board memberTamer Hassan Aug 30, 2024 to Aug 30, 202426
- Board memberWarren Macal Aug 30, 2024 to Aug 30, 202427
- Board memberWilliam C. Thompson Jr. Mar 21, 2022 to Jun 14, 202228
- Board memberJoseph Kaminkow Nov 2, 2021 to Apr 7, 202229
- Board memberLawrence Anthony Dimatteo Iii. Nov 2, 2021 to Dec 6, 202116
- Board memberLisa M. Borders Nov 2, 2021 to Jun 14, 202230
- Board memberMatthew Clemenson Nov 2, 2021 to Dec 6, 202124
- Board memberRichard Kivel Nov 2, 2021 to Jun 14, 202231
- Board memberRyan Dickinson Nov 2, 2021 to Nov 2, 202121
- Board memberGennadii Butkevych May 29, 2018 to Mar 12, 202032
- Board memberIlya Ponomarev May 29, 2018 to May 11, 202117
- Board memberVadim Komissarov May 29, 2018 to Jul 27, 201819
- General counselKathryn S. Lever Nov 2, 2021 to May 3, 202233
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- AutoLotto Inc. Delaware3
- Concerts.com Nevada3
- DotCom Ventures Inc. Nevada3
- ELECTRÓNICOS Y DE COMUNICACIÓN, S.A.P.I. DE C.V. Mexico3
- Global Gaming Enterprises Inc. Delaware3
- Juega Lotto Mexico3
- LDC IP Holdings Inc. Delaware3
- LDC WinTogether Inc. Texas3
- Lottery.com International LTD United Kingdom3
- Sports.com Media Group Ltd United Kingdom3
- Sports.com Studios Ltd United Kingdom3
- Tinbu LLC Florida3
- Veloce ESports Ltd United Kingdom3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
Timeline
- Oct 8, 20268-K Earlier financial statements no longer reliable; Other events34
- Aug 27, 20268-K Listing notice or transfer35
- Jul 30, 20268-K Bylaws or fiscal year changed36
- Jun 3, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares37
- May 22, 20268-K Listing notice or transfer38
- May 5, 20268-K Financial statements and exhibits39
- Apr 28, 20268-K Entered a material agreement40
- Apr 23, 20268-K Listing notice or transfer41
- Mar 18, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares42
- Mar 2, 20268-K Executive or director change43
- Feb 23, 20268-K Entered a material agreement; Completed an acquisition or sale44
- Feb 19, 20268-K Entered a material agreement45
- Aug 30, 2024New chief executive Matthew Howard McGahan becomes CEO15
- Nov 2, 2021New chief executive Lawrence Anthony Dimatteo Iii. becomes CEO16
- May 29, 2018New chief executive Ilya Ponomarev becomes CEO17
Calendar
Coming up
- Nov 19, 2026Reports results for the quarter ending Sep/202646
When it reported results
- May 16, 2022Reported quarterly or annual results47
- Mar 31, 2022Reported quarterly or annual results48
- Nov 15, 2021Reported quarterly or annual results49
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
298 filings to the SEC since October 2021: 12 annual reports, 19 quarterly reports, 113 major events, 49 insider forms, 8 large holders, 97 other. The latest 20:
- Oct 8, 202610-Q EDGAR
- Oct 8, 20268-K EDGAR
- Aug 27, 20268-K EDGAR
- Aug 18, 2026NT 10-Q EDGAR
- Aug 10, 2026SCHEDULE 13G/A EDGAR
- Jul 31, 202610-K/A EDGAR
- Jul 30, 20268-K EDGAR
- Jul 10, 202610-K EDGAR
- Jun 3, 20268-K EDGAR
- May 26, 2026SCHEDULE 13G EDGAR
- May 22, 20268-K EDGAR
- May 18, 2026NT 10-Q EDGAR
- May 5, 20268-K/A EDGAR
- Apr 28, 20268-K EDGAR
- Apr 23, 20268-K EDGAR
- Apr 1, 2026NT 10-K EDGAR
- Mar 26, 2026S-8 EDGAR
- Mar 18, 20268-K EDGAR
- Mar 2, 20268-K EDGAR
- Feb 23, 20268-K EDGAR
The 298 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
12 open-market trades by officers, directors and large owners since October 2021: 0 buys and 12 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Feb 26, 2025 | Stubblefield Robert JChief Financial Officer | Sale | 15,000 | $1.60 | $24.0K | Form 4 |
| Feb 26, 2025 | POTTS GREGORY ACHIEF OPERATING OFFICER | Sale | 15,000 | $1.55 | $23.2K | Form 4 |
| Feb 25, 2025 | GOODING CHRISTOPHER ANDERSONDirector | Sale | 40,000 | $1.39 | $55.6K | Form 4 |
| Feb 25, 2025 | POTTS GREGORY ACHIEF OPERATING OFFICER | Sale | 10,000 | $1.38 | $13.8K | Form 4 |
| Feb 6, 2025 | Stubblefield Robert JChief Financial Officer | Sale | 20,000 | $1.23 | $24.6K | Form 4 |
| Jan 22, 2025 | MCGAHAN MATTHEW HOWARDDirector | Sale | 115,000 | $0.35 | $40.2K | Form 4 |
| Dec 23, 2024 | MCGAHAN MATTHEW HOWARDDirector | Sale | 80,000 | $0.42 | $33.6K | Form 4 |
| Sep 17, 2024 | POTTS GREGORY ACHIEF OPERATING OFFICER | Sale | 2,000 | $0.72 | $1.4K | Form 4 |
| May 23, 2023 | ALD Holdings Group, LLC10% owner | Sale | 2,500,000 | $0.34 | $850.0K | Form 4 |
| May 22, 2023 | Woodford Eurasia Assets Ltd.10% owner | Sale | 2,500,000 | $0.34 | $850.0K | Form 4 |
| May 9, 2023 | Woodford Eurasia Assets Ltd.10% owner | Sale | 2,300,000 | $0.45 | $1.0M | Form 4 |
| May 9, 2023 | ALD Holdings Group, LLC10% owner | Sale | 2,300,000 | $0.45 | $1.0M | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- JANE STREET GROUP, LLCSCHEDULE 13G/A, 2 filings May 26, 2026 to Aug 10, 202650
- BALYASNY ASSET MANAGEMENT L.P.SCHEDULE 13G/A, 4 filings Feb 14, 2024 to Nov 14, 202551
- Citadel Securities GP LLCSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202452
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Matthew McGahanCEO | $550.0K | $1.4M53 | |
| 2024 | Robert StubblefieldCFO | 62 | $302.5K | $657.4K53 |
| 2024 | Gregory PottsCOO | 55 | $250.0K | $388.8K53 |
| 2023 | Matthew McGahanCEO | $262.3K | $394.2K53 | |
| 2023 | Gregory PottsCOO | 55 | $204.7K | $281.6K53 |
| 2023 | Robert StubblefieldCFO | 62 | $127.7K | $232.4K53 |
| 2023 | Mark GustavsonFormer CEO | $140.8K53 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Hollencrest Capital Management | 53 | $49 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Sports Entertainment Gaming Global Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARSports Entertainment Gaming Global Corp1
- CIK0001673481
- Employer ID (EIN)81-19961834
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)7372 Services-Prepackaged Software1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address5049 Edwards Rand Rd., 4Th Floor, Ft. Worth, TX 761091
- Phone(833) 356-88371
- Shares outstanding3,413,024 as of Sep 30, 202613
- Public float$5.2M as of Dec 31, 20254
- AuditorBoladale Lawal, Lagos, Nigeria PCAOB ID 6993; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMay 3, 20161
- Filings471 in all: 8-K (132), 4 (40), 425 (38), 3 (30), 10-Q (24), CORRESP (19), SC 13G/A (15), NT 10-Q (14)1
All 46 form types
SC 13G (12), DEFA14A (11), UPLOAD (11), 8-K/A (10), DEF 14A (10), PRE 14A (9), S-1/A (9), 10-K (8), 10-K/A (8), 144 (7), EFFECT (6), 10-Q/A (5), 424B3 (5), NT 10-K (5), 424B5 (4), S-1 (4), S-4/A (3), S-8 (3), 4/A (2), AW (2), DRS/A (2), POS AM (2), RW (2), S-3 (2), S-3/A (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 25-NSE (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEFR14A (1), DRS (1), DRSLTR (1), POS EX (1), S-4 (1), S-8 POS (1)
- Latest filingsAnnual report (10-K) Jul 10, 2026
Quarterly report (10-Q) Oct 8, 2026
Proxy statement (DEF 14A) Jan 29, 2026
Latest 8-K (8-K) Oct 8, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common stock, par value $0.001 per share | SEGG | Nasdaq |
| Warrants to purchase one share of common stock, each at an | LTRYW | Nasdaq |
From the cover page of the 10-K filed Jul 10, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Sports Entertainment Gaming Global Corp names in Item 1A of its 10-K filed Jul 10, 2026: 64 risks under these headings, as written.4
- Risks Relating to Prior Management, Our Internal Controls and Related Matters
- The findings of the previously disclosed Internal Investigation and other matters have exposed us to a number of legal proceedings, investigations and inquiries, resulted in significant legal and other expenses, required significant time and attention from our senior management, among other adverse impacts.
- We and certain of our former officers are, and in the future, we or our officers and directors may become, the subject of legal proceedings, investigations and inquiries by governmental agencies with respect to the findings of the Internal Investigation and other matters, which could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations, and could result in additional claims and material liabilities.
- We have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits that could have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation.
- Matters relating to or arising from the restatements of financial filings, the investigations and regulatory inquiries, including adverse publicity connected to these matters as well as other concerns, coupled with potential concerns from our users, customers or others with whom we do business, have had and could continue to have an adverse effect on our business and financial condition.
- We have incurred significant losses and require additional capital; substantial doubt exists regarding our ability to continue as a going concern.
- If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and, as a result, investor confidence and the trading price of our common stock and warrants may be materially and adversely affected.
- The circumstances that led to the failure to file our annual report and quarterly reports on time, and our efforts to investigate, assess and remediate those matters have caused and may continue to cause substantial delays in our SEC filings.
- Business, Market & Economic Risks
- Our strategic repositioning from a lottery-focused business to a diversified sports, entertainment and gaming media platform involves substantial execution risk.
- Our acquisition strategy exposes us to integration, valuation and impairment risk.
- Our business depends significantly on premium domain assets and digital traffic, and our ability to monetize such assets is uncertain.
The other 54 risks
- Our forecasts, projections and internal plans are subject to significant uncertainty and may differ materially from actual results.
- Competition within the global entertainment and gaming industries is intense and if we fail to compete effectively, our users may be attracted to our competitors or to competing forms of entertainment including those on mobile devices and web applications, such as streaming, online gaming, esports, and online sports betting. If our offerings are not popular, we could experience price reductions, reduced margins, loss of market share, and our business, financial condition, and results of operations could be harmed.
- Economic downturns, inflation, and political and market conditions beyond our control could adversely affect our business, financial condition, and results of operations.
- Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, and results of operations.
- Negative events or negative media coverage relating to, or a declining popularity of, the lottery or lottery games in general, or other negative coverage relating to lottery, forms of online gaming or betting, or the gaming industry, may adversely impact our ability to retain or attract users, which could have an adverse impact on our business, financial condition, and results of operations.
- Our future growth will depend largely on our ability to attract players and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, and results of operations.
- We may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain names that infringe on, or are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.
- We are subject to risks related to corporate social responsibility, responsible gaming, reputation, and ethical conduct.
- General Operational Risks
- We have incurred net losses in the past with negative cash flows and suspended operations and may not be able to generate and sustain profitability.
- Our business may be materially adversely affected if our products, technology, services, and solutions do not achieve and maintain broad market acceptance, if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing regulatory requirements, or if we do not invest in product and systems development and provide services that are attractive to our users and customers.
- Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance.
- We may not be able to capitalize on trends and changes in the gaming and lottery industries, including due to the operational costs involved, the laws and regulations governing these industries in various jurisdictions, and other factors.
- Branding and Reputational Risks
- Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand and reputation, including as a result of negative publicity, our business and operating results may be harmed.
- Our marketing efforts to help grow our business may not be effective.
- If we fail to detect fraud or misappropriation of proprietary information, including by our users, customers, and employees and contractors, our reputation and brand may suffer, which could negatively impact our business, financial condition, and results of operations and can subject us to investigations and litigation.
- Our growth prospects may suffer if we are unable to develop successful offerings or if we fail to pursue additional offerings. In addition, if we fail to make the right investment decisions in our offerings and technology, we may not attract and retain key users and customers and our revenue, business, financial condition, and results of operations may decline.
- Information Technology Risks
- We rely on information technology and other systems and services, and any failures, errors, defects, or disruptions in our systems or the availability of our services could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure, and adversely affect our operating results and growth prospects. Our software applications and systems, and the third-party platforms upon which they are made available, could contain undetected errors.
- Because we maintain certain information about our users, we are subject to various privacy laws both in the U.S. and internationally. Our failure to comply with such laws could expose us to penalties, fines, and litigation, and it could adversely impact our reputation and brand, any of which could adversely affect our business.
- Regulatory and Compliance Risks
- We operate in highly regulated industries, and changes in law or regulation could restrict our operations and increase compliance costs.
- Adverse interpretations of federal statutes and related enforcement priorities could materially impair our business.
- We plan to continually develop internal compliance programs and requirements in an effort to ensure that we comply with legal requirements imposed in connection with our activities and generally applicable to all publicly traded companies, however, we cannot ensure that they will prevent the violation of one or more laws in any jurisdiction in which we conduct business, which may have an adverse impact on our business, financial condition, and results of operations.
- We take our corporate responsibility to our users, customers, and the requirements of the regulatory authorities in the jurisdictions in which we operate very seriously and are focused on maintaining a safe and responsible gaming environment. Our failure to remain in compliance with underage and responsible gaming requirements or any amendments or additions to such requirements could have a material adverse effect on us, our reputation and brand, or on our business, results of operations, or financial condition.
- We are subject to governmental laws and requirements of the U.S. and various foreign jurisdictions in which we operate regarding anti-bribery, anti-corruption, economic and trade sanctions, anti-money laundering, and counter-terror financing. Alleged or actual violation of any of these laws or requirements could negatively impact our brand and reputation, our ability to obtain or maintain any governmental licenses, findings of suitability, registrations, permits, and approvals, any of which could negatively impact our business, financial condition, and results of operations.
- We are subject to domestic and foreign laws relating to processing certain financial transactions, including payment card transactions, and failure to comply with those laws, even if inadvertent, could have a material adverse effect on our business, financial condition, and results of operations.
- Tax and other regulatory authorities may successfully assert that we have not properly collected or remitted withholding taxes, and as a result may successfully impose additional obligations, fines, penalties or other financial liability on us, any of which could adversely affect our business, financial condition, and results of operations.
- Human Capital Risks
- Our success will depend on our ability to hire employees in the future. Recruitment and retention of these individuals is vital to growing our business and our executing our business plans. The loss of any of our key executives or other key employees could harm our business.
- Risks Relating to our Dependence on Third Parties
- Our technology contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to provide our offerings.
- If we cannot license rights to use third-party technologies on reasonable terms, we may not be able to commercialize new products or services in the future.
- We rely on relationships with lottery organizations from which we acquire lottery data information for the provision of our Data Services. Loss of existing relationships or failure to expand existing relationships may cause loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.
- Risks Relating to Future Growth
- Our strategy anticipates substantial growth, and if we fail to adequately scale product offerings and manage our entry into new territories, our business and reputation may be harmed.
- We may face difficulties as we expand our operations into new markets in which we have limited or no prior operating experience.
- International Operations Risks
- The international scope of our operations may expose us to increased legal and regulatory risks, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences.
- Fluctuating foreign currency and exchange rates may negatively impact our business, results of operations, and financial position.
- Intellectual Property Risks
- If we are unable to protect our intellectual property and proprietary rights or prevent its unauthorized use by third parties, our ability to compete in the market or our business, financial condition, and results of operations may be harmed.
- The intellectual property rights of others, including claims of third parties that we are infringing on their intellectual property and proprietary rights, may prevent us from developing new products, services and systems, entering new markets or may expose us to significant license fees, liability, or costly litigation.
- Legal Proceedings Risks
- We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations.
- Failure to perform under agreements regarding our Platform or our Data Services, affiliate agreements, or other contracts that we are party to may result in litigation, substantial monetary liquidated damages and contract termination, which would materially and adversely affect our business, financial condition and results of operations.
- We may not recover amounts owed to us from J. Streicher Financial, LLC.
- Public Company Operating Risks
- We have identified material weaknesses in internal control over financial reporting; our remediation efforts may not be successful.
- The requirements of being a public company strain our limited resources, and our compliance costs may be higher than expected.
- Risks Relating to Our Charter Documents and Delaware Law
- Our Charter includes certain redemption rights which may negatively affect the value our common stock and other securities or result in the redemption of shares of common stock or other securities held by certain holders.
- A court may find that part or all of the provisions included in our Charter pertaining to the redemption right with respect to capital stock held by any stockholders who are deemed to be “disqualified” or “unsuitable” holders is not enforceable, either in general or as to a particular fact situation.
- Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
- The exclusive forum provision in our Charter may have the effect of discouraging lawsuits against our directors and officers.
- Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
- Risks Related to Our Common Stock and Warrants
- We are not currently in full compliance with the continued listing standards of Nasdaq and we may not be able to regain full compliance with Nasdaq’s continued listing standards in the future.
- An active trading market for our common stock and warrants may never develop or be sustained, which may make it difficult to sell the shares of common stock and warrants.
- The market price of our common stock and warrants could be highly volatile, and you may lose some or all of your investment.
- If securities or industry analysts do not publish research or reports about the Company, or publish negative reports, the Company’s stock price and trading volume could decline.
- Because the Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.
- Risks Related to Our Loan Agreements and Loan Agreement Warrants
- Our ability to fund operations depends in part on third-party financing sources that may not be available when needed.
- Our debt agreements contain covenants that may restrict operations and financing flexibility.
- Our obligations may be secured by substantially all of our assets; enforcement could materially harm the Company.
- Conversions and warrant exercises could cause substantial dilution and depress our stock price.
Legal proceedings
The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. In addition, the Company is a party to several material legal proceedings, which are described below. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
J. Streicher
The opening of Item 3, Legal Proceedings.4
Sources
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- 18SEC EDGAREdward S. Verona, Chair
- 19SEC EDGARVadim Komissarov, President
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- 26SEC EDGARTamer Hassan, Board member
- 27SEC EDGARWarren Macal, Board member
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- 29SEC EDGARJoseph Kaminkow, Board member
- 30SEC EDGARLisa M. Borders, Board member
- 31SEC EDGARRichard Kivel, Board member
- 32SEC EDGARGennadii Butkevych, Board member
- 33SEC EDGARKathryn S. Lever, General counsel
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- 35SEC EDGARListing notice or transfer
- 36SEC EDGARBylaws or fiscal year changed
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- 38SEC EDGARListing notice or transfer
- 39SEC EDGARFinancial statements and exhibits
- 40SEC EDGAREntered a material agreement
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- 45SEC EDGAREntered a material agreement
- 46NasdaqNasdaq calendar
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