Sports Entertainment Gaming raises $3.5M via convertible note with dilutive down-round terms

Filed June 3, 2026 · Period ending May 26, 2026 · ~1 min read

Key Changes

• high

  Company issued $3.5M unsecured convertible note to Amorua Global with 12% interest, 24-month maturity, and 15% original issue discount, meaning it received only ~$3M upfront but owes the full $3.5M principal.

  Item 1.01 verify on EDGAR →
• high

  Note converts at the lower of issuance price or 95% of the lowest VWAP over five trading days before conversion—a down-round feature that could trigger severe dilution if the stock price declines.

  Item 1.01 verify on EDGAR →
• medium

  Company must file S-1 registration within 45 days to allow investor to freely resell conversion shares, potentially adding significant selling pressure to the stock.

  Item 1.01 verify on EDGAR →