LTRY Lottery.com Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement

On
May 26, 2026 (the “Closing Date”), Sports Entertainment Gaming Global Corporation (the “Company”) entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with Amorua Global, Inc. (“Amorua” or the “Investor”),
pursuant to which the Company issued to the Investor an unsecured convertible promissory note (the “Note”) in an original
principal amount of $3,500,000.

The
Note bears interest at a rate of 12% per annum and matures 24 months from the Closing Date, unless earlier converted, repaid or otherwise
terminated in accordance with its terms. The Note was issued with an original issue discount of 15%.

Subject
to the terms and conditions of the Note, amounts outstanding under the Note, including accrued interest, may be converted into shares
of the Company’s common stock at a conversion price equal to the lower of (i) the closing price of the Company’s common stock
on the issuance date and (ii) 95% of the lowest daily VWAP of the Company’s common stock during the five business days immediately
preceding the applicable conversion notice, in each case subject to adjustment pursuant to the terms of the Note. The Investor’s
conversion rights are subject to a 9.99% beneficial ownership limitation.

Pursuant
to the Purchase Agreement, the Company agreed to file, within 45 days following execution of the definitive transaction documents, a
registration statement on Form S-1 registering for resale the shares of common stock issuable upon conversion of the Note.

The
Company intends to use the net proceeds from the financing for general corporate purposes, including approximately $500,000 to repay
indebtedness owed under the Alumni Capital note.

The
foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements, which the Company intends to file with its next Quarterly Report on Form 10-Q.

Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item
3.02 Unregistered Sales of Equity Securities

The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On
May 26, 2026, the Company issued the Note to Amorua Global, Inc. pursuant to the Purchase Agreement described above. The issuance of
the Note, and the shares of common stock issuable upon conversion thereof, were made in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Investor
represented that it was acquiring the securities for investment purposes and not with a view to or for distribution thereof. The securities
have not been registered under the Securities Act or applicable state securities laws. Pursuant to the Purchase Agreement, the Company
agreed to file a registration statement on Form S-1 covering the resale of the shares of common stock issuable upon conversion of the
Note.