Sports Entertainment Gaming Global Corp

This item reports that the Company’s planned charter amendment to restate the Certificate of Incorporation to change the corporate name has been withdrawn because the Company lawfully effected the name change via Delaware filing on January 27, 2026. Management no longer seeks shareholder approval because Delaware General Corporation Law permits a board-adopted name change by filing and no shareholder vote is required. The withdrawal reduces the meeting business and eliminates any related shareholder action, proxy solicitation expense, and potential confusion among investors. From a governance perspective, this is a ministerial corporate housekeeping matter rather than a material governance change, and it does not affect shareholder rights, capitalization, or corporate strategy. Stockholders should note the changed legal name for recordkeeping, transfer agent, and regulatory filing references. There are no disclosed material contingencies or conditions tied to the name change that would affect shareholder value. Given the administrative nature of the item, the Board did not provide a vote recommendation and there are no regulatory or Nasdaq consequences tied to the name change. Overall, this withdrawal has no economic effect on ownership stakes or voting power and simply reflects completion of a corporate formality by the Board and management.

This proposal asks shareholders to pre-approve potential equity issuances and warrants in connection with financing arrangements (notably the Alpha facility and a proposed credit facility) that could result in the issuance of 20% or more of outstanding common stock or effect a change of control, thereby satisfying Nasdaq Listing Rules 5635(b) and 5635(d). Management negotiated a large, potentially dilutive stock purchase facility with Generating Alpha Ltd.—amended to a $300 million commitment—with put mechanics allowing the Company to request purchases at a 94% of market reference price and pre-funded warrants and shares issued as commitment consideration. Without shareholder approval, Nasdaq rules would limit the Company’s ability to convert loans or issue warrants that exceed the Nasdaq caps, which could force cash payments, limit liquidity alternatives or trigger defaults under financing agreements. The Board frames approval as critical to preserve financing optionality: vote-for enables conversion/exercise mechanics that could otherwise be blocked and allows the Company to access committed capital on negotiated terms. The principal investor protections described (4.99% beneficial ownership caps, registration rights, and pre-funding of warrant exercise) mitigate some immediate governance concerns but cannot eliminate dilution risk or change-of-control risk if large tranches are converted. The proposal therefore presents a trade-off: it preserves near-term access to capital and operational flexibility at the cost of potential substantial dilution and voting-power changes for existing stockholders. Analysts should evaluate the Company’s capital needs, the terms and pricing compared to market alternatives, the potential pace of issuance under the facility, and the governance protections (e.g., beneficial-ownership caps) when assessing the merits. Given management’s representation that stockholder approval is a condition precedent for effective funding and given Nasdaq compliance considerations, the Board recommends FOR the proposal to avoid worse outcomes (forced cash payments, default, or inability to access capital).

Management seeks a stockholder authorization to allow the Board to implement one or more forward stock splits at ratios between 2:1 and 30:1, with full discretion as to timing and ratio if approved. The stated strategic rationale is to reverse, in whole or in part, prior reverse splits and to lower the per-share trading price in order to broaden retail access, improve liquidity, and provide flexibility for future financing and equity compensation. Board-controlled discretion over ratio and timing is intended to permit tactical responses to market conditions without reconvening shareholders for each split. The action would not change aggregate market value or shareholder percentage ownership, but could influence trading behavior, investor perception, and eligibility for certain investor categories. Management notes administrative, tax, and anti-takeover considerations and discloses that liquidity improvements are possible but not guaranteed. Investors should weigh the potential liquidity and accessibility benefits against the risk of increased volatility, possible perception of lower-quality stock, and the reduction of authorized-but-unissued shares relative to outstanding shares post-split. The Board’s recommendation FOR is grounded in providing optionality; the Board also retains the right not to implement a split even if authorized. The approval enables management to act quickly if market conditions indicate a forward split would support strategic objectives without further shareholder action.

The Board requests blanket authorization to implement reverse stock splits in ratios from 1-for-2 up to 1-for-30, with the Board retaining discretion over exact ratio and timing if stockholders approve. The primary driver is Nasdaq’s $1.00 bid-price maintenance rule: a reverse split is presented as a tool to raise per-share price to seek continued listing and avoid delisting consequences, which could materially impair liquidity and capital-raising ability. Management frames the split as reversible in the sense that Board may choose not to effect it despite shareholder authorization, allowing tactical use only when necessary. The proposal raises the usual trade-offs: a reverse split can raise per-share price and preserve listing but may not proportionally increase market cap and can be perceived negatively by investors, potentially reducing liquidity or market interest. The Board notes administrative consequences (fractional shares paid in cash, adjustments to awards and warrants) and the lack of appraisal rights under Delaware law. For investors, the key considerations are the Company’s near-term compliance trajectory with Nasdaq, alternative cures, and whether authorization of a wide ratio range grants excessive discretion to management; the proxy discloses criteria the Board will consider. Given potential severe downside of delisting and management’s assessment that this is a remedial governance measure, the Board recommends a FOR vote to preserve options to maintain Nasdaq listing and financing access.

This proposal asks stockholders to approve a First Amendment to the Company’s 2021 Incentive Plan that fixes the plan’s share reserve at 3,750,000 shares on a post-reverse-split basis and preserves the plan’s annual automatic increase mechanic tied to 5% of outstanding shares on the last day of the prior calendar year. Management frames the amendment as necessary to ensure sufficient equity capacity for retention and incentive grants after prior reverse-split adjustments materially reduced the plan’s effective share pool. The amendment clarifies the reserve is a post-split fixed number that will not be increased to reflect pre-split equivalencies, limiting upward adjustments only to the plan’s existing Section 5 mechanisms. For shareholders, the key trade-offs are dilution from additional awards versus retention and alignment benefits from equity incentives for executives, directors, employees and service providers. The proxy discloses that the Board believes the increase is in the company’s and shareholders’ interests to support long-term growth and compensation programs; it does not indicate a material change to award practices or an acceleration of issuance. Analysts should consider the company’s historical burn rate, current outstanding awards, and whether the enlarged reserve enables substantial future dilution absent robust performance-based vesting. Given management’s use case (retention and compensation) and the impact of earlier reverse splits on plan capacity, the Board recommends a FOR vote to preserve equity-based compensation flexibility.

This advisory proposal asks shareholders to permit the Board to adjourn the Annual Meeting to solicit additional proxies if Proposals 2-7 lack sufficient votes at the meeting. Management frames the adjournment as a procedural tool to allow further engagement with dissenting or unresponsive holders rather than an attempt to override shareholder intent in perpetuity; the Company indicates it will only pursue adjournment if necessary. The proposal can materially affect the outcome of other measures because it enables management to continue solicitation and potentially flip votes in favor of management items, a common corporate practice though sometimes viewed skeptically by dissenting investors. The Board’s unanimous recommendation FOR reflects its interest in securing approvals on key capital and governance items (stock split authorizations, Nasdaq caps, incentive plan amendment, and auditor ratification). Investors should weigh whether granting adjournment authority meaningfully changes the balance of power (it preserves management’s ability to seek additional support) and whether adequate disclosure and engagement would obviate the need for further solicitation. The vote is non-binding and procedural, but a FOR outcome increases the odds that, if initial votes fail, management will have the time to pursue a favorable result through additional outreach. Given the interdependence of this item with Proposals 2-7 and the Board’s stated intent, the recommendation is FOR to preserve the Company’s ability to complete its agenda if initial support is insufficient.