Sports Entertainment Gaming Global says 2021-22 financials can't be relied on

What happened

Sports Entertainment Gaming Global Corporation filed a Form 8-K with the SEC on October 8, 2026, disclosing that it has determined its previously filed annual financial statements for the years ended December 31, 2021 and December 31, 2022, and the quarterly statements for the quarters ended March 31, June 30 and September 30, 2022, should no longer be relied upon and must be restated. The company calls those periods the "Affected Reports."

The company, which trades on Nasdaq under the ticker SEGG, makes prepackaged software; it was formerly known as Lottery.com Inc. and, before its 2021 business combination with the SPAC Trident Acquisition Corp., was known as AutoLotto, Inc.

The filing also restates periods the company calls the "Correction Periods" — fiscal years 2023, 2024 and 2025 and the quarters within them. For those periods, the company says the corrections reduce previously reported losses and accumulated deficits by lowering amortization expense and removing impairment charges tied to a business called Global Gaming Enterprises, Inc., which the company bought in June 2021.

For example, the December 31, 2023 balance sheet shows goodwill reduced from $11,227,491 to $7,347,048, intangible assets reduced from $17,681,874 to $14,801,217, and accumulated deficit increased from $235,132,590 to $241,893,690. In the 2023 statement of operations, the net loss attributable to SEGG shrinks from $25,563,699 to $22,652,139.

The company says its current officers and directors had no involvement in the transactions at issue and that no one who participated in them is currently employed or engaged with the company.

The transactions the company describes

The filing describes two connected transactions from 2020 and 2021, which it calls the "Legacy Transactions." It says they were planned and executed by Vadim Komissarov, former CEO of the SPAC Trident, with help from Lottery.com co-founder and former CEO Lawrence Anthony DiMatteo, co-founder and former Chief Revenue Officer Matthew Clemenson, and former President and CFO Ryan Dickinson.

According to the filing, in December 2020 Komissarov instructed the Lottery.com executives to record a $9,000,000 transaction with a company called Datassure as revenue and cash, even though AutoLotto could not possess, access or transfer the funds because the cash was held in a restricted escrow account at Boston Law Group P.C., a Massachusetts law firm. The filing says the money belonged to an acquaintance of Komissarov.

The filing says AutoLotto then used that $9 million, plus other consideration, to buy Global Gaming from Pan European Associates, S.R.O., a Czech company the filing says Komissarov created to conceal the revenue transaction — returning the money to its source. The company says the acquisition cost was also overstated to $10,572,674 in June 2021 and that documentation was created to make both transactions appear legitimate.

The filing cites a Justice Department press release stating Komissarov was sentenced on June 24, 2026 to three years in prison for, among other things, his involvement with the Legacy Transactions. It cites a Bloomberg Law report that Clemenson and Dickinson pleaded guilty on May 22, 2025 and are awaiting sentencing.

The company says it learned these facts from sworn deposition testimony given between July 15 and August 7, 2026 by Dickinson and by Jeffery Sparrow, a former CEO of Datassure, in an unrelated matter, plus a subsequent inquiry by its current CFO and COO.

What this means

A Form 8-K is the "current report" a US public company must file when certain specified events occur between its regular quarterly and annual reports. Item 4.02 exists specifically for one situation: when a company concludes that financial statements it already filed, and that investors may have relied on, contain errors and should no longer be trusted. Filing under 4.02 is the formal mechanism for telling the market that previously published numbers are being withdrawn.

The accounting mechanics here are worth separating out. When AutoLotto recorded the $9 million Datassure payment as revenue, it inflated both its sales and its cash. Because the same $9 million was then used to buy Global Gaming, the purchase price recorded on the balance sheet was inflated too — which in turn created larger goodwill and intangible assets, which are accounting entries representing the premium paid above the fair value of the assets acquired and the value assigned to non-physical assets like customer relationships.

Goodwill and intangibles are written down over time. Intangibles are amortized — a periodic expense that reduces reported profit — and both are tested for impairment, meaning the company checks whether they are still worth what the books say. Because the underlying Global Gaming purchase price was inflated, the subsequent amortization and impairment charges were too. Fixing the purchase price downward therefore reduces those future expenses, which is why the corrections for 2023 through 2025 shrink previously reported losses rather than increase them. The corrections for 2020 and 2021, conversely, increase losses.

The earnings-per-share figures carry a further complication. The restated per-share losses look dramatically larger — $608.76 for 2023 versus $9.83 as originally reported — but the filing attributes this to both the restatement and a 7-for-1 reverse stock split executed July 26, 2026. A reverse split reduces the number of shares outstanding and raises the per-share price proportionally; here it also cuts the weighted average share count used in the per-share calculation. The company says it intends to restate the Affected Reports by amendment, meaning it will file amended versions of those reports with the SEC.

One point of internal tension in the filing: the company says the impact of the errors is substantially more consequential for 2020 through 2022 and that it does not believe the previously issued statements for the 2023-2025 Correction Periods should be characterized as unreliable. It nonetheless filed under Item 4.02 and is restating those periods as well.

The filing does not say what effect, if any, the restatement will have on the company's Nasdaq listing, and it does not give a date for when the amended reports will be filed.