Lottery.com Inc. (SEGG) Earnings Call Transcript & Summary

Good morning, and welcome to the 2025 Annual Meeting of Stockholders of Sports Entertainment Gaming Global Corporation. I am Marc Bircham, Chairman of the Board, I will serve as Chair of today's meeting. This meeting is being held virtually via live audio webcast. Before turning to the formal items of the business, I would like to welcome the other members of our Board of Directors to today's meeting. Mr. Tam Hassan; Mr. Christopher Gooding; Mr. Paul Jordan; and Mr. Warren Macal. I'd also like to acknowledge the other members of our management team who are present at today's meeting, including Rob Stubblefield, our Chief Financial Officer, Interim CEO and President; who will act as secretary of the meeting; Dennis Ruggeri, our Compliance Officer; and Greg Potts, our Chief Operator; also joining us today is Amar Ali, the company's outside General Counsel; and Boladale Lawal & Co, the managing partner of our company's independent accounting firm. Finally, I would like to welcome Vito Cirone, representative of Continental Stock Transfer and Trust Company, who is with us today and has taken an oath of the inspector of election. That oath will be filed within minutes of this meeting. This meeting is now called to order. We will conduct the formal part of the meeting and most of votes have been taken and the polls are closed. The votes will be report concluding the formal part of the meeting. Therefore, they will answer any appropriate questions during the meeting from stockholders that was submitted in advanced and posted in accordance with the meeting rules of conduct and procedures. I will now turn the meeting over to Rob Stubblefield, the company's CFO and Interim CEO and President, to review the proposal. Rob, over to you.

Thank you, Marc, and thank you, everyone, who has joined this morning. As indicated in the notice of the annual meeting and the accompanying proxy statement made available to shareholders, on January 29, 2026, we are here today to consider eight proposals. I will review the eight proposals now. Proposal #1, which relates to the amendment of the company's Certificate of Incorporation to change the company's name has been withdrawn. As disclosed in the proxy statement, under Section 242 (a)(1) and (d)(1) of the Delaware General Corporation Law, a vote by stockholders is not required for a corporate name change. The company filed its name change with the Delaware Division of Corporations, and the change became effective on January 27, 2026. As a result, no vote is required on proposal #1. Proposal #2 is the election of one Class III director to serve a 3-year term expiring at the 2028 Annual Meeting of Stockholders. The Board has nominated Tamer Hassan for election; Proposal #3 is the ratification of the appointment of Boladale Lawal & Co. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The Audit Committee has selected Boladale Lawal & Co. to perform the annual audit for 2025 and quarterly reviews for the first 3 quarters of 2026. Proposal #4 seeks approval of the NASDAQ Exchange cap proposal as described in the proxy statement; proposal #5 is approval of a forward stock split, including authorization for the Board to implement such a split within the parameters, which are described in the proxy statement. Proposal #6 is approval of a reverse stock split, including authorization for the Board to implement such a split or splits within the parameters described in the proxy statement; Proposal #7 is approval an amendment to the company's 2021 incentive plan to increase the number of shares that are reserved for issuance thereunder to 3,750,000 shares on a post stock split basis; and Proposal #8 is an advisory proposal to adjourn the annual meeting, if necessary or appropriate to solicit additional proxies for certain proposals. The Board is not aware of any other business to be brought before this meeting. If any other matters are properly presented, the proxy holders will vote in accordance with their best judgment. Preliminary voting results will be announced at the end of this meeting, and final voting results will be reported by the company in a current report on Form 8-K filed with the Securities and Exchange Commission within 4 days of the date of this meeting. Back to you, Marc.

Marc, we can't hear you if you are speaking.

Sorry. Thank you, Rob. I will now review the voting requirements and process for the proposals to be considered at this meeting. As we indicated earlier in the meeting, proposal #1 does not require a vote -- or sorry. Yes. Thanks, Rob. This meeting is being held pursuant to the notice of annual meeting that was sent to the stockholders of record order at the close of business on January 15, 2026. The inspector of the election has an affidavit attesting to the fact that such notice was mailed and therefore, this has been held pursuant to the proponents. The stockholder list shows that as of record date, 8,680 518 shares of common stock outstanding and entitled to vote at this meeting. The stockholder list is available at the meeting website for examination during this meeting. We are informed by the inspector of the election that there are represented in person or by proxy. 3,979,929 shares of common stock or approximately 44.96% of all of the shares entitled to vote at this meeting. Accordingly, the quorum exits with respect to matters represent a stockholder action at this meeting. Because we have a quorum, I declare this need to be duly convened and hand it back to Rob for the full business of the meeting.

Thanks, Marc. So for the formal business of the meeting, we're going to go through the proposals. As indicated earlier in the meeting, Proposal #1 does not require a vote, the name of the company has legally been changed with the state of Delaware; Proposal #2 is the election of one Class III director to serve a 3-year term expiring at the 2028 Annual Meeting of Stockholders. The company has appointed Tamar Hassan for election. Directors are elected by a plurality of the vote cast. The Board recommends a vote for the election of the nominee. Proposal #3 is the ratification of the appointment of Boladale Lawal & Co. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal requires a majority of votes cast. The Audit Committee has selected Boladale Lawal & Co., and the Board recommends a vote for this proposal; Proposal #4 seeks approval of the NASDAQ Exchange cap proposal as described in the proxy statement. This proposal requires a majority of votes cast. The Board recommends a vote for this proposal. Proposal #5 is the approval of a forward stock split as described in the proxy statement. This proposal requires a majority of votes passed. The Board recommends a vote for this proposal; Proposal #6 is approval of a reverse stock or stock splits, including authorization for the Board to implement such split within the parameters described in the proxy statement. This proposal requires a majority of votes cast. The Board recommends a vote for this proposal. Proposal #7 is approval of an amendment to the company's 2021 incentive plan to increase the number of shares reserved for issuance thereunder to 3,750,000 shares on a post-split basis. This proposal requires a majority of votes cast. The Board recommends a vote for this proposal. Proposal #8 was a proposal to adjourn the meeting, if necessary, to enable management and the Board to solicit additional proxies for certain proposals. That is not necessary as we've just been informed by Marc that the inspector of the election us we do have a proxy for the meeting. Marc, I'll hand it back to you.

This concludes our presentation of the eight proposals before us at this meeting. Let me now turn to Amar Ali, the company's outside General Counsel. Amar, do we have any questions that will be addressed in accordance with the meeting rules of conduct and procedures. We are -- which are available in the web portal.

Mr. Chairman, we do have three questions. At this time, we will address the questions that were submitted in accordance with the procedures outlined in the proxy. [Operator Instructions]. There are three questions that I stated earlier. The first question is please comment on the recent announcement that the company was named in a civil lawsuit by the SEC. Rob, would you take that question?

Thank you, Amar. Yes, I will. As disclosed by the company in its 8-K, which was filed on January 23, 2026, on January 22, 2026, the United States Securities and Exchange Commission, the SEC filed a civil complaint in the United States District Court for the Southern District of New York, naming certain former senior executives of the company, the company itself and the former CEO of the SPAC, Trident acquisition defendant. The complaint. The complaint asserts claims various provisions of federal securities laws and seeks injunctive relief, organ, civil monetary penalties and other equitable remedies. The complaint relates to alleged conduct occurring primarily between 2020 and mid-2022, including periods prior to and shortly following the company's merger Trident Acquisition Corp. The individuals identified in the complaint who previously served executive officers of this company are no longer employed by the company and have no ongoing association or involvement with the company in any capacity. Since mid-2022, the company has undergone substantial changes in management, governance and internal controls. The company's current management team was not involved in the conduct alleges in the complaint. The company has fully cooperated with the SEC's investigation and intend to continue to provide full cooperation with the SEC in connection with this matter. While the company maintains that the complaint lacks merit against the company and will defend against the lawsuit, if necessary, the company has entered into nonbinding discussion with the SEC regarding a potential settlement. There could be no assurance that a final agreement will be reached, but the matter appears to be very close to being resolved out any material liability to the company.

Thanks, Rob. If it's okay with you, I'm going to go ahead and move on to question #2. Can you explain the company's statements that the new management team is approaching the business differently. Would you like Greg Potts, the company's Chief Operating Officer to answer that question or would you like to take that question?

Yes, I'd like to hand it over to Greg, please.

Okay. Thank you, Amar and Rob. The company has implemented targeted management changes as part of the ongoing effort to strengthen execution, enhanced operational discipline and align leadership with the company's near-term priorities and long-term value creation objectives. The company's Board of Directors initiated these changes following a comprehensive review of the company's operating needs, strategic initiatives and capital allocation priorities. The resulting leadership structure is designed to support realistic planning, transparent communication and enable delivery against clearly defined milestones. SEGG Media's management team is now focused on advancing core sets, completing announced transactions, improving internal processes and ensuring the commitments made to shareholders are supported by executable plans and measurable outcomes. The Board believes these actions position the company to operate with greater accountability, financial stewardship and operational focus. The company remains committed to keeping shareholders informed as progress is made and milestones are achieved and to maintaining a governance framework that prioritizes execution over rhetoric. And I'll turn it back over to you, Amar, for additional questions.

Thanks, Greg. The last question is there seems to be a shorting and likely naked shorting activity on the company's common stock. What is the company doing about this? Rob, would you like to answer that question?

Yes. Thank you, Amar. As we previously announced, the company has been actively investigating a very sophisticated and orchestrated shorting campaign against its securities. In recent days, new actionable information has come to the attention of the company with respect to those involved in the unlawful trading techniques deployed by these bad actors as they manipulate the company's stock. Accordingly, the company intends to take swift and decisive action to protect our shareholders and the company from such unlawful conduct, which has resulted in an artificially deflated price of SEGG stock.

Rob, does that conclude your answer?

Yes, it does.

With that, Mr. Chairman, I believe that concludes the question-and-answer session for the shareholders' meeting.

Thank you, Amar. With that, I hereby declare the polls closed. Rob, please review the report of the Inspector of the election and provide the voting results.

Thank you, Marc. Based on preliminary reports from the inspector of the election, each of the proposals, the director election, the ratification of our independent auditor, approval of the NASDAQ Exchange causal the forward split and reverse stock splits proposals, increasing the number of shares of the incentive plan and the adjournment proposal, which were presented to the stockholders at this meeting have all passed. We will report the final vote results in a Form 8-K to be filed with the SEC within 4 days of this meeting, and I have requested that a final report be provided to us by the inspector of the election.

Thank you, Rob. This concludes the formal business of the annual meeting of stockholders. Thank you for your attendance, your continued support of Sports Entertainment Gaming Global Operation. This meeting is now adjourned.