Sports Entertainment Gaming Global Corp. Announces \$11.76 Million Convertible Note Financing and Private Placement

Key Highlights of the Transaction

• Major Financing Secured: On March 16, 2026, Sports Entertainment Gaming Global Corporation (the “Company”) announced it has entered into a Securities Purchase Agreement with institutional investors for the issuance and sale of unsecured convertible promissory notes (the “Notes”) in an aggregate principal amount of up to \$11,764,705.88. The Notes are being issued in a private placement under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
• Original Issue Discount: The Notes are being sold for \$10,000,000, representing a 15% original issue discount. This means the Company is raising \$10 million in cash for Notes with a face value of nearly \$11.77 million.
• Convertible Structure: The Notes are convertible into shares of the Company’s Common Stock, providing investors with potential upside exposure if the share price rises.
• Warrants: In addition to common stock, there are also warrants to purchase one share of common stock at an exercise price of \$2,300.00 per share registered and traded on The Nasdaq Stock Market LLC.
• Purpose and Use of Proceeds: Details on the specific use of proceeds are not provided in this excerpt, but the capital raise is a significant financing event for the Company.

Details of the Offering

• The initial tranche consists of a Note in the amount of \$3,529,411.76.
• The Notes and any shares issued upon conversion (the “Conversion Shares”) are unregistered and may not be offered or sold in the United States absent registration or an applicable exemption.
• The Company did not engage in any general solicitation or advertising in connection with the offering.
• The securities are being offered only to accredited investors.
• A Registration Rights Agreement was executed, obligating the Company to register the Conversion Shares for resale.
• The Company also entered into a Placement Agency Agreement with a placement agent, Dawson James Securities, Inc.
• The Company will indemnify and hold the Placement Agent harmless against any loss or expense arising from any default by the Company under the agreement.

Corporate and Financial Disclosures

• SEC Reporting Status: The Company represents that it is current on all required SEC filings and that its financial statements in SEC Reports are prepared in accordance with U.S. GAAP and present fairly, in all material respects, the financial position, results of operations, and cash flows of the Company.
• Emerging Growth Company: The Company identifies itself as an “emerging growth company” under SEC rules, which may affect the scope of disclosure and requirements applicable to the Company.
• Internal Controls: The Company asserts it maintains effective disclosure controls and procedures and internal controls over financial reporting, and is in compliance with the Sarbanes-Oxley Act.
• No Material Adverse Change: The Company states that, since the date of its latest audited financial statements, there have been no events or developments that could reasonably be expected to result in a material adverse effect on the Company.
• Warrants and Options: The Company confirms there are no preemptive rights or similar rights for any holders of its securities, and all necessary corporate action for the issuance of securities has been taken.
• No Unregistered Equity Sales: Except as disclosed, the Company has not issued any equity securities to officers, directors, consultants, or affiliates, except for contractual obligations or under approved incentive plans.
• NASDAQ Listing: The Company commits to use its commercially reasonable efforts to maintain the listing of its shares (including those underlying the Notes) on a national securities exchange for at least five years.
• No Material Defaults or Violations: The Company is not in material default under any major agreements or in violation of its charter or bylaws.
• Legal Proceedings: The Company states that, except as set forth in SEC reports, there is no pending or threatened litigation that could have a material adverse effect on the Company.
• No Related Party Transactions: The Company affirms there are no undisclosed related party transactions or business relationships with insiders exceeding \$120,000, other than standard salaries, consulting fees, reimbursed expenses, or stock option agreements.

Potential Shareholder and Price Sensitive Issues

• Potential Dilution: The issuance of convertible notes and the possibility of conversion into common shares could result in dilution for existing shareholders. The actual conversion price and impact will depend on the conversion terms, which are not fully detailed in this excerpt.
• Large Capital Injection: The size of the financing is significant relative to the Company’s likely market capitalization and may provide necessary funding for growth, debt repayment, or other corporate purposes, which could influence the Company’s value.
• Unregistered Securities: The unregistered nature of the Notes and Conversion Shares means these could be subject to restrictions on resale, impacting liquidity for investors and potentially affecting market dynamics if and when these shares become registered and freely tradable.
• NASDAQ Listing Commitment: Ongoing listing on NASDAQ is crucial for liquidity and investor confidence. The Company’s commitment to maintain this listing for at least five years is a positive signal.
• Compliance and Controls: The Company’s statements regarding internal controls and compliance with Sarbanes-Oxley and SEC reporting requirements are important for investor confidence, but any future deficiencies or material weaknesses could negatively impact valuation.

Key Executives and Contacts

• Placement Agent: Dawson James Securities, Inc. acted as placement agent for the private placement.
• Executive Signatory: The agreement was signed by Robert J. Stubblefield, CFO, Interim CEO, and President.
• Legal Counsel: Company Counsel is ArentFox Schiff LLP.

Conclusion

This financing represents a transformative capital raise for Sports Entertainment Gaming Global Corporation, providing up to \$11.76 million in new funding via convertible notes. The transaction includes a 15% original issue discount, is structured as a private placement, and introduces potentially significant new equity into the Company through conversion features. Existing shareholders should carefully consider the potential for dilution and the impact of new capital on the Company’s growth trajectory and future valuations.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions regarding Sports Entertainment Gaming Global Corporation or any other securities.

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