Sports Entertainment Gaming Global Corporation (SEGG) Earnings Call Transcript & Summary

Good morning, and welcome to the Special Meeting of Stockholders of Lottery.com. I'm Robert Stubblefield, the Chief Financial Officer of Lottery.com, and I will act as the Chair of this special meeting. Before turning to the formal items of business, I would like to welcome members of our Board of Directors who were able to be in attendance with us at today's meeting. Matthew McGahan, Chairman of the Board and Interim CEO and Interim President; Barney Battles, Director and Chair of the Audit Committee; Tamer Hassan, Director and Chair of the Compensation Committee, member of the Audit and Nominating Committees; and Christopher Gooding, Director and member of the Audit, Compensation and Nominating Committees. In addition, I'm pleased to welcome Yusuf Musaji, a representative of the Yusufali & Associates LLC, our independent registered public accounting firm. I would also like to acknowledge other members of our management team who are present at today's meeting, including Dennis Ruggeri, our Compliance Officer; and Greg Potts, our VP of Operations. Also joining us today is [ Amar Ali ], the company's outside General Counsel, who will act as a Secretary for today's meeting. And finally, I would like to welcome Jerry Comer, a representative of Morrow Sodali LLC, who is with us today and has taken the oath of Inspector of Election. That oath will be filed with the minutes of the meeting. This meeting is now called to order. We will conduct the formal part of the meeting. And once the votes have been taken and the polls are closed, the tabulated votes will be reported concluding the formal part of the meeting. Thereafter, we will answer any appropriate questions during the meeting from stockholders, that are germane to the proposals, which are being presented in today's meeting and posted in accordance with the meeting rules and conduct and procedures. The meeting rules of conduct and procedures are available on the web portal. I will now ask [ Amar Ali ] to address the matters for stockholder action and the process for voting during this meeting.

Thank you, Rob. As indicated in the notice of the annual meeting and accompanying proxy statement made available to the stockholders on November 7, 2023, we are here today to consider 2 proposals. Proposal 1. To approve the potential issuance of shares of our common stock par value at $0.001 per share, the common stock and the warrants to purchase shares of our common stock, the warrants, that will result in a change of control of the company and in the amount in certain circumstances may be equal to or exceed 20% of the common stock outstanding for the purposes of complying with NASDAQ listing rules 5635(b) and 5635(d), the NASDAQ proposal. Proposal 2, is a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies, if there are insufficient votes for or otherwise in connection with the approval of the NASDAQ proposal, the adjournment proposal. This meeting is being held pursuant to the Notice of Special Meeting that was mailed to all stockholders of record of the close of business on November 2, 2023. The Inspector of Election has an affidavit attesting to the fact that such notice was mailed and therefore, this meeting is being held pursuant to proper notice. The stockholder list shows that as of the record date, there were 2,889,242 shares of common stock outstanding and entitled to vote at this meeting. The stockholder list is available on the meeting website for examination during this meeting. We are informed by the Inspector of Election that there are represented in person or by proxy 1,196,299 shares of common stock or approximately 41.41% of all of the shares entitled to vote at this meeting. Accordingly, a quorum exists with respect to all matters presented for the stockholder action at this meeting.

Thank you, [ Amar ]. Because we have a quorum, I declare this meeting to be duly convened. [ Amar ] will now review the voting requirements and the process for the proposals to be considered at this meeting.

The approval for proposal 1, to approve the potential issuance of shares of common stock, par value $0.001 per share, the common stock, and the warrants to purchase shares of our common stock, the warrants, that will result in a change of control of the company and in an amount that in certain circumstances may be equal to or exceed 20% of our common stock outstanding for the purposes of complying with the NASDAQ listing rules 5635(b) and 5635(d), the NASDAQ proposal. The approval of Proposal 2, a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies, if there are insufficient votes for or otherwise in connection with the approval of the NASDAQ proposal, the adjournment proposal. This concludes our presentation of the 2 proposals before us at this meeting.

[ Amar ], do we have any questions relevant to matters to be voted upon at this meeting, which we need to address?

Rob, there are no questions relevant to the matters to be voted on at this meeting.

Thank you, [ Amar ]. With that, I hereby declare the polls to be closed. [ Amar ], can you please review the report of the Inspector of Election and provide the voting results?

Rob, based on the preliminary report of the Inspector of Election, each of the proposals, 1 and 2, were presented to the stockholders at this meeting have passed. We will report the final vote results in a Form 8-K to be filed with the SEC within 4 business days of this meeting and I have requested a final report from the Inspector of Election.

Thank you, [ Amar ]. That concludes the business of the meeting. I would like to thank everyone for attending today's meeting and for your continued support of Lottery.com. Since there is no further business to come before the meeting, I hereby declare the Special Meeting of stockholders is adjourned.