Sports Entertainment Gaming Global Corp 8-K

What Happened
Sports Entertainment Gaming Global Corporation (SEGG) announced on May 26, 2026 that it issued an unsecured convertible promissory note to Amorua Global, Inc. with an original principal amount of $3,500,000. The Note carries a 12% annual interest rate, matures 24 months from the closing date, and was issued with a 15% original issue discount. SEGG agreed to file a Form S-1 within 45 days to register shares issuable upon conversion; detailed agreements will be filed in the company’s next Form 10‑Q.

Key Details

• Issuer / Investor: SEGG and Amorua Global, Inc.; Closing Date: May 26, 2026.
• Principal and terms: $3,500,000 unsecured convertible note, 12% interest, 24‑month maturity, 15% original issue discount.
• Conversion mechanics: Note (including accrued interest) convertible into SEGG common stock at a conversion price equal to the lower of (i) the closing price on the issuance date and (ii) 95% of the lowest daily VWAP during the five business days immediately preceding a conversion notice; conversion subject to a 9.99% beneficial ownership cap.
• Use of proceeds: Net proceeds for general corporate purposes, including about $500,000 to repay indebtedness under the Alumni Capital note.

Why It Matters
This financing provides SEGG with near‑term capital but also creates potential future dilution because the debt can convert into common stock under formula-based pricing. The 15% original issue discount reduces immediate cash received, and the company’s commitment to register the conversion shares indicates Amorua expects the ability to resell converted shares. Investors should note the size of the note relative to the company, the conversion cap (9.99%), and the planned repayment of a prior obligation (≈$500K) when assessing SEGG’s near‑term funding and dilution risk.