13 July 2026
Woodford Believes Sports Entertainment Gaming Global Corporation (Nasdaq: SEGG) 10-K Exposes Unexplained Borrowing, 1,145% Dilution and a Deep Corporate Crisis.
SEGG acknowledges the Woodford agreements, security rights and LCIA arbitration, but does not explain how later borrowing, secured financing and share issuance complied with those protections.
Woodford Eurasia Assets Ltd. today issued the following response to the delayed audited 2025 Form 10-K filed by Sports Entertainment Gaming Global Corporation (Nasdaq: SEGG) (formerly Lottery.com Inc.).
SEGG’s filing confirms that the Woodford Loan Agreement existed; that SEGG received money under it; that Woodford was granted conversion rights, warrants equal to 15% of the company’s then-outstanding shares and a first floating charge over all present and future assets; that the agreement restricted additional borrowing, security, asset disposals and adverse share issuances; that Woodford served default and crystallization notices in July 2023; and that the dispute is now proceeding as an arbitration claim before the London Court of International Arbitration (LCIA).
Having acknowledged those protections, SEGG’s filing also describes years of borrowing, secured and convertible financing, equity-funded acquisitions, reverse stock splits and extensive share issuance. However, in Woodford’s review of the 10-K report there is no evidence of any Woodford consent, waiver, release, subordination agreement or final judicial or arbitral decision authorizing those actions. These authorizations were required in the loan agreements between Woodford and Lottery.com, as Lottery.com itself reported to the SEC. These questions are part of the arbitration matter.
The SEGG 10-K filing refers to a UCIL lending facility, initially stated at $49 million and later increased to $149 million; later secured and convertible notes; equity facilities; shares issued for acquisitions, fees and compensation; and repeated use of stock in place of cash.
SEGG reports 1,832,685 shares outstanding at 31 December 2024, 6,880,287 at 31 December 2025 and 22,816,406 by 7 July 2026. That is an increase of approximately 1,145% in about eighteen months.
Woodford asserts that the earlier conversion and warrant rights remained unresolved while SEGG issued or registered millions of shares for directors, executives, advisers, lenders, acquisition counterparties and other creditors, as reported by SEGG.
SEGG’s filing confirms that the Woodford Loan Agreement existed; that SEGG received money under it; that Woodford was granted conversion rights, warrants equal to 15% of the company’s then-outstanding shares and a first floating charge over all present and future assets; that the agreement restricted additional borrowing, security, asset disposals and adverse share issuances; that Woodford served default and crystallization notices in July 2023; and that the dispute is now proceeding as an arbitration claim before the London Court of International Arbitration (LCIA).
Having acknowledged those protections, SEGG’s filing also describes years of borrowing, secured and convertible financing, equity-funded acquisitions, reverse stock splits and extensive share issuance. However, in Woodford’s review of the 10-K report there is no evidence of any Woodford consent, waiver, release, subordination agreement or final judicial or arbitral decision authorizing those actions. These authorizations were required in the loan agreements between Woodford and Lottery.com, as Lottery.com itself reported to the SEC. These questions are part of the arbitration matter.
The SEGG 10-K filing refers to a UCIL lending facility, initially stated at $49 million and later increased to $149 million; later secured and convertible notes; equity facilities; shares issued for acquisitions, fees and compensation; and repeated use of stock in place of cash.
SEGG reports 1,832,685 shares outstanding at 31 December 2024, 6,880,287 at 31 December 2025 and 22,816,406 by 7 July 2026. That is an increase of approximately 1,145% in about eighteen months.
Woodford asserts that the earlier conversion and warrant rights remained unresolved while SEGG issued or registered millions of shares for directors, executives, advisers, lenders, acquisition counterparties and other creditors, as reported by SEGG.
The 10-K filing also includes what Woodford believes to be a material funding discrepancy. SEGG records only $ 798,351 as received from Woodford, while the June 2023 amendment approved by Lottery.com's board recorded $ 2,159,838.15 as outstanding. The Form 10-K does not explain which payments were excluded or how direct payments made on SEGG's behalf were accounted for. As a matter of public record, in 2023 Woodford funded urgent obligations, supported the audit and filing clean-up, introduced governance and expenditure controls, helped restart operations and developed Sports.com as the company’s new operating and investor platform. Lottery.com's own Nasdaq submissions described Woodford as its active rescue investor and only credible source of available funding. Nasdaq subsequently reversed the delisting outcome.
SEGG’s audited 2025 figures show the severity of the company’s financial condition:
In the report, SEGG’s independent auditor, Nigeria-based Boladale Lawal & Co., writes, "These conditions raise substantial doubt about the Company’s ability to continue as a going concern."
In the report, SEGG management separately concludes that internal control over financial reporting remained ineffective as of 31 December 2025.
SEGG’s filing reports that directors and executive officers collectively held beneficial ownership of approximately 21.11% of the relevant outstanding stock.
The filing also discloses:
SEGG’s audited 2025 figures show the severity of the company’s financial condition:
- Revenue of $ 559,590;
- Operating expenses of approximately $ 17.65 million;
- Professional fees of approximately $ 6.64 million;
- Net loss of approximately $ 20.81 million;
- Cash of only $ 171,524; and
- Current liabilities of approximately $ 31.9 million.
In the report, SEGG’s independent auditor, Nigeria-based Boladale Lawal & Co., writes, "These conditions raise substantial doubt about the Company’s ability to continue as a going concern."
In the report, SEGG management separately concludes that internal control over financial reporting remained ineffective as of 31 December 2025.
SEGG’s filing reports that directors and executive officers collectively held beneficial ownership of approximately 21.11% of the relevant outstanding stock.
The filing also discloses:
- $ 554,583 of compensation for former Board Chair and CEO Matthew McGahan in 2025;
- $ 530,084 for CFO and Interim CEO Robert Stubblefield;
- $ 425,900 for COO Gregory Potts; • Director compensation of approximately $ 137,000 each for Christopher Gooding, Paul Jordan, Tamer Hassan and Warren Macal;
- $ 264,000 paid to Gooding for consulting services during 2024;
- A further $ 144,000 paid to Gooding during the first six months of 2025;
- A $ 1,445,361 convertible note issued to Amar Ali Law PLLC for unpaid legal fees;
- A $ 291,485 convertible note issued to Stubblefield for unpaid compensation; and
- A $ 258,448 convertible note issued to Potts for unpaid compensation.
Comment from Nasib Piriyev, Managing Partner of Woodford Eurasia Assets Ltd. and CEO of PNN Group:
“The SEGG directors have spent years blaming everyone except themselves. They blamed the founders, then ‘legacy issues’, then former chair Matthew McGahan and UCIL, as though removing one executive and cancelling one financing arrangement could erase what happened while the present directors and officers were in control.
That excuse is over. By June 2023, Lottery.com had been rescued. Under Woodford’s funding and leadership, operations resumed, the company regained its path to Nasdaq compliance and Sports.com became a credible recovery platform. The board then displaced Woodford, adopted UCIL, issued extraordinary quantities of stock, accumulated new debt and drove the company into a deeper period of distress. These are the issues which are at the heart of the redress Woodford is seeking.
Woodford is investigating whether the evidence supports fraud claims and direct personal proceedings against directors, officers, advisers and others who authorized, procured, concealed or benefited from conduct that damaged Woodford and other investors. That investigation will extend beyond the formal board to individuals who exercised influence behind the governance structure while avoiding public accountability.
Despite the damage, substantial value can still be saved. Woodford and PNN retain the operating capacity, company knowledge, industry relationships and a live, revenue-generating sports platform capable of supporting a genuine recovery. We rescued this company once and remain uniquely placed to restore proper governance, rebuild the business and protect shareholders from further losses.
Woodford’s LCIA arbitration remains ongoing. Woodford will continue pursuing all contractual, proprietary and other remedies available to it.”
That excuse is over. By June 2023, Lottery.com had been rescued. Under Woodford’s funding and leadership, operations resumed, the company regained its path to Nasdaq compliance and Sports.com became a credible recovery platform. The board then displaced Woodford, adopted UCIL, issued extraordinary quantities of stock, accumulated new debt and drove the company into a deeper period of distress. These are the issues which are at the heart of the redress Woodford is seeking.
Woodford is investigating whether the evidence supports fraud claims and direct personal proceedings against directors, officers, advisers and others who authorized, procured, concealed or benefited from conduct that damaged Woodford and other investors. That investigation will extend beyond the formal board to individuals who exercised influence behind the governance structure while avoiding public accountability.
Despite the damage, substantial value can still be saved. Woodford and PNN retain the operating capacity, company knowledge, industry relationships and a live, revenue-generating sports platform capable of supporting a genuine recovery. We rescued this company once and remain uniquely placed to restore proper governance, rebuild the business and protect shareholders from further losses.
Woodford’s LCIA arbitration remains ongoing. Woodford will continue pursuing all contractual, proprietary and other remedies available to it.”
About Woodford
Woodford Eurasia Assets Ltd. is a special-purpose vehicle within PNN Group, a private family office investing across energy, technology, property and lifestyle. PNN Group recently launched 360Sports, a global sports and fan-engagement platform combining content, communities, games, scores and digital rewards.
Media contact
Chris Gidez
cg@pnn.capital
+1 914-319-6582