SEGG: restatements after $9,000,000 legacy transactions

What happened

• The company filed an 8-K on Oct 8, 2026 reporting Item 4.02 (non-reliance) and Item 8.01 (other events). The filing says the company obtained "New Information" showing a December 2020 $9,000,000 transaction with Datassure was recorded as revenue and cash despite the funds being restricted in escrow.
• The filing states the Company has determined its previously filed annual financial statements for the years ended Dec 31, 2021 and Dec 31, 2022, and the quarterly financial statements for the quarters ended Mar 31, 2022, Jun 30, 2022 and Sep 30, 2022 (the "Affected Reports"), should no longer be relied upon and must be restated. The Company also will correct its annual and quarterly reports for 2023 through 2025 (the "Correction Periods").

Key details

• The filing attributes the Legacy Transactions to actions by Vadim Komissarov with assistance from former Lottery executives Lawrence Anthony DiMatteo, Matthew Clemenson and Ryan Dickinson; Komissarov was sentenced to three years in prison on Jun 24, 2026; Clemenson and Dickinson pleaded guilty on May 22, 2025 and await sentencing.
• The filing shows specific adjustments: Dec 31, 2020 cash decreased by $2,000,000 (restricted cash decreased by $6,950,000), deferred revenue decreased by $7,000,000; 2020 revenue decreased by $2,000,000; 2021 revenue decreased by $7,000,000 and net loss increased by $8,138,555.
• The filing says goodwill and intangible assets are reduced (for example, goodwill reduced by $6,593,710 at Dec 31, 2021) and total assets decreased in multiple years (e.g., total assets down $12,377,286 at Dec 31, 2021).
• The filing says corrections for 2023 through 2025 will reduce amortization expense and eliminate previously recorded impairment charges related to Global Gaming, decreasing operating losses in those Correction Periods.

Why it may matter

• The filing reports Item 4.02 (non-reliance on previously issued financial statements) and Item 8.01 (other events). It describes the company’s intent to amend and restate the Affected Reports and to present future filings (beginning with the 10-Q for the quarter ended Mar 31, 2026) as if the amended and restated financial statements had already been filed.
• The filing describes the nature, timing and quantitative effects of the corrections the Company expects to make for the Affected Reports and the Correction Periods, and identifies related persons and transactions (Datassure, Global Gaming, Pan European Associates, Boston Law Group P.C., and testimony from Jeffery Sparrow).
• The filing does not show why the insider traded or why the company acted.