[Part I. Financial Information](index=7&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Consolidated Financial Statements](index=7&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The company reports a net loss of $7.3 million for H1 2025 and a significant accumulated deficit, raising going concern doubts [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets remained stable at $53.1 million, while a working capital deficit of $15.3 million indicates liquidity challenges Condensed Consolidated Balance Sheet Highlights (in USD) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Total Current Assets** | $17,187,985 | $15,892,458 | | **Total Assets** | $53,071,846 | $52,942,271 | | **Total Current Liabilities** | $32,397,111 | $30,397,442 | | **Total Liabilities** | $32,397,111 | $30,397,442 | | **Total Equity** | $20,674,733 | $22,544,829 | | **Accumulated Deficit** | $(270,879,151) | $(263,468,728) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenue declined in H1 2025, but net loss narrowed to $7.2 million due to significantly lower operating expenses Statement of Operations Summary (in USD) | Period | Revenue | Gross Profit | Operating Expenses | Net Loss Attributable to Lottery.com Inc. | Basic & Diluted EPS | | :--- | :--- | :--- | :--- | :--- | :--- | | **Q2 2025** | $191,762 | $29,029 | $3,976,541 | $(3,878,027) | $(0.13) | | **Q2 2024** | $256,998 | $211,428 | $6,101,122 | $(5,880,070) | $(1.12) | | **H1 2025** | $415,611 | $90,410 | $7,518,179 | $(7,219,313) | $(0.27) | | **H1 2024** | $516,317 | $386,960 | $11,871,483 | $(11,474,407) | $(2.18) | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased, while financing activities provided $3.1 million in cash during H1 2025 Cash Flow Summary for the Six Months Ended June 30 (in USD) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(2,242,854) | $(1,446,045) | | **Net cash used in investing activities** | $(608,314) | $0 | | **Net cash provided by financing activities** | $3,124,463 | $700,000 | | **Net change in cash** | $194,533 | $(873,115) | | **Cash at end of period** | $262,568 | $513,289 | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail a strategic rebranding, a significant going concern warning, and numerous subsequent corporate actions and acquisitions - In July 2025, the company began doing business as **SEGG Media Corporation**, reflecting a strategic shift to focus on Sports, Entertainment, and Gaming[24](index=24&type=chunk)[25](index=25&type=chunk) - Management has identified conditions that raise **substantial doubt about the company's ability to continue as a going concern**, citing recurring net losses and an accumulated deficit of approximately **$270.9 million**[36](index=36&type=chunk)[38](index=38&type=chunk) - The company implemented a **1-for-20 Reverse Stock Split** effective August 9, 2023, to regain compliance with Nasdaq listing requirements[129](index=129&type=chunk)[130](index=130&type=chunk) - Subsequent to the quarter end, the company announced several major strategic moves, including a partnership with Super League Kerala and acquisitions of DotCom Ventures Inc and the GXR World Sports Platform[168](index=168&type=chunk)[170](index=170&type=chunk)[174](index=174&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a strategic pivot, ongoing liquidity challenges, and improved net loss despite decreased revenue - The company is executing a **"Buy-and-Build" strategy** to accelerate operations in the sports, entertainment, and gaming markets[179](index=179&type=chunk) - The company **regained compliance with the Nasdaq Bid Price Listing Rule** on June 20, 2025, but warns that delisting remains a risk[183](index=183&type=chunk)[184](index=184&type=chunk) - A **three-phase plan** is in place to recommence gaming operations, starting with sweepstakes in April 2025 and targeting a B2C platform relaunch for late 2025[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - The company's low cash balance and recurring losses raise **substantial doubt about its ability to continue as a going concern**, with future operations dependent on obtaining new financing[239](index=239&type=chunk)[283](index=283&type=chunk) [Results of Operations](index=52&type=section&id=Results%20of%20Operations) Both Q2 and H1 2025 saw decreased revenue but significantly improved net losses due to major cuts in operating expenses Comparison of Results for the Three Months Ended June 30 (in thousands USD) | Metric | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $192 | $257 | $(65) | -25% | | **Gross Profit** | $29 | $211 | $(182) | -86% | | **Total Operating Expenses** | $3,977 | $6,101 | $(2,124) | -35% | | **Net Loss** | $(3,992) | $(5,972) | $1,980 | -33% | Comparison of Results for the Six Months Ended June 30 (in thousands USD) | Metric | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $416 | $516 | $(101) | -20% | | **Gross Profit** | $90 | $387 | $(297) | -77% | | **Total Operating Expenses** | $7,518 | $11,871 | $(4,353) | -37% | | **Net Loss** | $(7,287) | $(11,726) | $4,439 | -38% | [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces a critical liquidity shortage and its ability to continue as a going concern depends on securing new financing - The company's primary need for liquidity is to fund the restart of its business operations, re-hire employees, and pay expenses[282](index=282&type=chunk) - Net cash used in operating activities was **$1.4 million** for the three months ended June 30, 2025, consistent with the prior year period[289](index=289&type=chunk) - Financing activities provided **$965,000 in cash** for the three months ended June 30, 2025, which was crucial for funding operations[290](index=290&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exempt from this disclosure as a smaller reporting company - As a "smaller reporting company," the Company is **exempt from providing quantitative and qualitative disclosures** about market risk[296](index=296&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to ongoing material weaknesses in internal financial reporting - Management identified **material weaknesses in internal control** over financial reporting, including a lack of sufficient personnel with appropriate accounting knowledge[299](index=299&type=chunk) - These control deficiencies led to an **overstatement of revenue by approximately $52.1 million in 2021**, which required a financial restatement[300](index=300&type=chunk) - The company has begun remediation steps, but the **material weaknesses have not been fully remediated**[302](index=302&type=chunk) [Part II. Other Information](index=61&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several material legal proceedings, including a securities class action and contract disputes - **Preston Million Class Action:** A securities class action lawsuit is proceeding against the company and certain former officers regarding post-merger financial representations[309](index=309&type=chunk) - **TinBu/Global Gaming Data Litigation:** The company is in a legal dispute with the former owners of its TinBu subsidiary, involving claims of breach of contract and trade secret misappropriation[310](index=310&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) - **Woodford Eurasia Assets, Ltd. Litigation:** Legal actions initiated by former lender Woodford in both the UK and the US have been dismissed or voluntarily withdrawn[316](index=316&type=chunk)[317](index=317&type=chunk)[319](index=319&type=chunk) - **Dawn Nettles Class Action:** A class action lawsuit filed in Texas alleging fraud and manipulation of lottery games was voluntarily dismissed by the plaintiff[328](index=328&type=chunk) [Item 1A. Risk Factors](index=66&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational risks from the complex and varying lottery laws across U.S. jurisdictions - A significant risk is the need to adapt the business model to comply with **varying lottery laws in each U.S. jurisdiction**[331](index=331&type=chunk)[332](index=332&type=chunk) - Certain states, such as Pennsylvania, Illinois, and Texas, have enacted laws that **prohibit or criminalize certain courier services or fees**, posing challenges to the company's business model[333](index=333&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None reported for the period[335](index=335&type=chunk) [Item 3. Defaults Upon Senior Securities](index=67&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None reported for the period[336](index=336&type=chunk) [Item 5. Other Information](index=67&type=section&id=Item%205.%20Other%20Information) No other material information was required to be disclosed for the period - None reported for the period[338](index=338&type=chunk) [Item 6. Exhibits](index=67&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including loan agreements, purchase agreements, and required officer certifications - Exhibits filed include agreements related to the Woodford loan, UCIL loan, and recent acquisitions such as Galaxy Racer, Veloce Esports, and DotCom Ventures[339](index=339&type=chunk) - Certifications from the CEO and CFO pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act** are included as exhibits[339](index=339&type=chunk)

Core Insights - Lottery.com Inc. is actively involved in the NTT INDYCAR SERIES and INDY NXT, showcasing its brand through sponsorship of drivers and teams during high-profile racing events [2][8]. Performance Summary - Callum Ilott, driving for PREMA Racing, achieved his best result of the season by finishing P13 after starting from P24, demonstrating a strong recovery and effective race strategy [3][4]. - Louis Foster, a rookie with Rahal Letterman Lanigan Racing, qualified P6 and finished P14, maintaining his lead in the Rookie of the Year standings despite challenges during the race [5][6]. - Sebastian Murray, racing for Andretti Global, faced an early exit due to a collision on Lap 4, which ended his race prematurely after a promising start [7][8]. Company Statements - Matthew McGahan, CEO of Lottery.com and Sports.com, expressed pride in the drivers' performances, highlighting their achievements and the visibility of the brands during the Fourth of July weekend [8][9]. - Marc Bircham, Main Board Director, praised the drivers for their professionalism and competitive spirit, indicating confidence in their future performances as the season progresses [9]. Company Overview - Lottery.com Inc. operates a unified ecosystem that integrates gaming, entertainment, and sports, with brands including Sports.com, Tinbu, and WinTogether [10].

Core Viewpoint - Lottery.com Inc. is actively involved in the NTT INDYCAR SERIES and INDY NXT by sponsoring drivers, aiming to enhance brand visibility and engagement in the sports and entertainment sectors [2][10]. Company Involvement - Lottery.com and Sports.com are sponsoring a driver trio participating in the 2025 NTT INDYCAR SERIES at the Mid-Ohio Sports Car Course, a significant event in the racing calendar [2][10]. - The company is focused on building momentum and consistency through its sponsorship, as the racing season intensifies with multiple events in July [5][9]. Driver Performance - Louis Foster, a rookie driver sponsored by Sports.com, has shown promising results, including a pole position at Road America and is currently just two points off the lead in the Rookie of the Year standings [4][5]. - Callum Ilott, driving for PREMA Racing, aims to improve his performance at Mid-Ohio after achieving his best result of the season at Road America [6][7]. - Sebastian Murray, making his debut at Mid-Ohio with Andretti Global, is noted for his recent strong performance and is considered a driver to watch as the competition tightens [8][9]. Event Details - The Mid-Ohio Sports Car Course is a 2.258-mile track known for its technical challenges, featuring 90 laps this year, which is an increase of 10 laps from 2024 [3][6]. - The event schedule includes practice sessions, qualifying, and the race, with broadcasts available in the USA and UK [9]. Leadership Commentary - Matthew McGahan, Chairman & CEO of Lottery.com and Sports.com, expressed pride in the drivers' performances and emphasized the importance of maintaining momentum during the racing season [10]. - Marc Bircham, Director of Lottery.com and Sports.com, highlighted the impressive performances of the drivers and the significance of the Mid-Ohio event as a driver's track [10].

Core Viewpoint - Lottery.com Inc. is actively pursuing legal action against a coordinated 'short and distort' campaign aimed at damaging its share price and reputation, indicating a serious concern over market manipulation [1][2][4]. Group 1: Legal Actions and Allegations - The company has confirmed the existence of an orchestrated campaign against it, supported by trading metrics and forensic data indicating illegal naked short selling [2][3]. - Lottery.com is gathering irrefutable legal evidence against individuals and entities involved in market manipulation, including brokers in both the U.S. and offshore jurisdictions [3][4]. - The company has issued cease-and-desist letters to various parties involved in the manipulation, signaling a proactive approach to protect its interests [7]. Group 2: Company Commitment and Strategy - Lottery.com reiterates its commitment to protecting shareholder value and market integrity, emphasizing the importance of long-term growth in its global operations [4]. - The company is determined to pursue damages vigorously against those responsible for the unlawful activities, indicating a strong stance against market manipulation [3][4]. Group 3: Company Overview - Lottery.com Inc. operates a unified ecosystem that integrates gaming, entertainment, and sports through its brands, including Sports.com, Tinbu, and WinTogether [5].

Core Viewpoint - Lottery.com is advancing its global expansion with the launch of the Sports.com Super App, a unique digital platform for sports fans that integrates live streaming, social engagement, e-commerce, and gamification [1][3] Group 1: Super App Features and Strategy - The Super App will launch in select global markets in Q3 2025, initially focusing on soccer and motorsport, supported by high-profile sponsorships and strategic initiatives [2] - The app will integrate six primary features: live streaming, community chat hubs, stats-based social media, e-commerce, real-money and fantasy sports gaming, and sports news, aiming to engage fans for 4-5 hours beyond match time each week [3][4] - The acquisition of GXR's sports and technology assets is a strategic move to consolidate fragmented sports experiences and enhance media expansion [3][5] Group 2: Financial Aspects and Investments - Lottery.com has signed a Letter of Intent to acquire a 51% controlling interest in GXR's assets, valuing the transaction at $10 million pre-money, with an initial investment of $5.1 million [5][6] - A $15 million financing commitment has been pledged by Lottery.com to support the expansion of the Sports.com Super App [5] Group 3: Market Impact and Future Outlook - The collaboration between Lottery.com and GXR aims to create the world's first true sports super app, allowing fans to control their entire live event experience [7] - The agreement includes a call option for Lottery.com to acquire 100% ownership of the new entity by the end of 2027, indicating long-term growth potential [6]

Core Viewpoint - Lottery.com Inc. has appointed Tim Scoffham as the CEO of Sports.com Media Group Limited and Lottery.com International Limited, effective immediately, following a successful consultancy period that began in May 2024 [1][2]. Company Leadership - Tim Scoffham brings over 20 years of leadership experience in gaming, media, and entertainment, making him well-suited to lead the company's growth strategies in these sectors [2]. - His leadership will focus on the strategic integration and international expansion of both Sports.com Media and Lottery.com International, aiming to enhance commercial, media, and technology platforms [3][7]. Strategic Goals - The company aims to align its operations to bolster regulatory partnerships and unlock scalable revenue opportunities in high-growth jurisdictions [3]. - Under Scoffham's leadership, the company plans to continue expanding Sports.com and Lottery.com into globally recognized brands, emphasizing innovation and compliance [7]. Company Statements - The CEO and Chairman of Lottery.com expressed confidence in Scoffham's appointment, highlighting his energy, credibility, and international expertise as essential for the company's growth at this critical juncture [4]. - Scoffham himself noted the exciting opportunities ahead for both brands, emphasizing the potential for growth and the importance of a unified international strategy [4]. Business Overview - Sports.com Media Group Limited is a digital platform focused on delivering premium sports content and engaging fan experiences globally [5]. - Lottery.com International Limited provides a secure iGaming and global lottery platform, emphasizing regulated market expansion and sustainable growth [6].

Core Insights - Lottery.com Inc. and Sports.com-backed drivers showcased strong performances at Road America during a challenging weekend of the NTT INDYCAR SERIES and INDY NXT by Firestone [1][2] Group 1: Performance Highlights - Louis Foster, driving Car No. 45 for Rahal Letterman Lanigan, achieved a remarkable pole position, outperforming established competitors despite using older tires [5][6] - Callum Ilott, in Car No. 90 for PREMA Racing, secured his best finish of the 2025 season with a P15 result, demonstrating effective tire strategy and pit work [8][9] - Sebastian Murray, driving Car No. 2 for Dream Racing Dubai Dallara in INDY NXT, moved from P14 to P11, earning the title of Jostens' Biggest Mover of the day [11][12] Group 2: Company Statements and Future Plans - Matthew McGahan, CEO of Lottery.com and Sports.com, expressed pride in the partnership with the young drivers, emphasizing a strategic selection process aimed at long-term investment in future champions [12][14] - The company noted a significant increase in brand exposure and interest from other IndyCar teams and global motorsport series, indicating positive momentum [13][15] - Plans are underway to develop a comprehensive driver and team development and sponsorship program for 2026, with the current drivers positioned as key components of this initiative [14][15]

Core Viewpoint - Lottery.com has successfully amended its Stock Purchase Agreement with Generating Alpha Ltd., increasing the financing facility from $100 million to $300 million, which will save the company nearly $12 million over the life of the funding facility [1][2]. Financing Details - The financing facility has been expanded to $300 million, allowing for more accretive, cash-generating acquisitions to support share price growth [8]. - The effective discount rate has improved from 90% to 94%, reducing the effective discount to just 6% [8]. - The removal of the trading cushion provides greater flexibility in capital deployment [8]. - The structure has been simplified to align with investor protections [8]. Strategic Implications - The amendment reflects a deepening partnership with Generating Alpha, which is seen as a vote of confidence in the company's vision [2][3]. - The company aims to use the capital for core operational expenses and to fund revenue-generating acquisitions, enhancing shareholder value [3][4]. - The facility will help accelerate the closing of multiple acquisitions, including Concerts.com, which is expected to transform the company from a micro-cap to a mid-cap platform with real revenue and global visibility [3][4]. Operational Focus - The company has already drawn down $1.87 million from the facility for operational expenses and acquisitions [3]. - There is a focus on evaluating and prioritizing a pipeline of acquisition targets that are cash-flow positive and have tangible assets [4].

Core Viewpoint - Lottery.com has regained compliance with Nasdaq Listing Rule 5450(a)(1), confirming a minimum bid price of $1.00 for twenty consecutive business days, marking a significant compliance milestone and reflecting the company's recent momentum [1][2]. Group 1: Compliance and Market Activity - The company maintained a closing bid price of $1.00 or higher from May 21 to June 18, 2025, fulfilling Nasdaq's requirement [1]. - During the compliance period, Lottery.com experienced high trading volumes, with daily volumes often exceeding 30 million shares, and a peak of over 166 million shares on May 27, 2025 [2]. Group 2: Leadership and Strategic Developments - Matthew McGahan, the Chairman and CEO, emphasized that this compliance is a turning point for the company, indicating a visible turnaround and increased market engagement [3]. - The company appointed Tamer Hassan as President of Sports.com Studios, enhancing its media and entertainment division [3]. Group 3: Legal and Investigative Actions - Lottery.com is collaborating with legal advisors to investigate suspected illegal short selling and is prepared to take legal action against any parties involved in stock manipulation [3].

Core Insights - Lottery.com Inc. has appointed Tamer Hassan as President of Sports.com Studios, a new content division focused on sports-related films and programming [1][3][4] - Hassan has over 25 years of experience in international film and television, known for roles in notable productions [2] - The new division aims to develop and distribute compelling sports-focused content, marking a significant step in Sports.com's expansion into entertainment media [3][5] Company Developments - Tamer Hassan's leadership is expected to enhance the creative and strategic direction of Sports.com Studios [3][4] - The division is currently in pre-production on several projects, including a documentary series about a major British football club [4] - The initiative reflects the company's strategy to blend sports, cinema, and storytelling, aiming to inspire global audiences [5] Leadership Statements - Matthew McGahan, Chairman & CEO, praised Hassan's unique qualifications and connection to sports, emphasizing the potential for powerful content creation [4] - Hassan expressed enthusiasm for merging the worlds of sport and film to create authentic narratives for fans [5]