UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 30, 2025, after lengthy discussion among the members of the Board of Directors, the Board of Directors (the “Board”) of Lottery.com Inc. (the “Company” or “SEGG Media) decided to terminate Matthew McGahan from his existing positions as Chief Executive Officer, President, Secretary and Chairman of the Board of Directors of the Company. The termination is effective immediately. Mr. McGahan will remain as director of the Company until the expiration of his term at the next (2025) annual meeting of the Company’s shareholders which is expected to be held before the end of the year. Additionally, Mr. McGahan will no longer serve in any roles with the Company’s subsidiaries.
The Company and Mr. McGahan are finalizing a separation and termination agreement, which is expected to include customary terms regarding severance, equity treatment, confidentiality, non-disparagement, and other relevant provisions. The Company will file an amendment to this Current Report on Form 8-K once the termination and separation agreement is finalized.
Appointment of Interim Chief Executive Officer
Effective November 30, 2025 the Board also appointed Robert Stubblefield to serve as Interim Chief Executive Officer of the Company. The interim role will last until March 31, 2026 or until the Board identifies a permanent Chief Executive Officer. Mr. Stubblefield will also serve as interim President and Secretary of the company and will assume the roles that Matthew McGahan had in the various subsidiaries.
In addition to serving an Interim Chief Executive Officer, Mr. Stubblefield, age 62, will retain in his role as the Company’s Chief Financial Officer. He was appointed the Company’s CFO on July 14, 2023. Additional biographical information is provided below:
| ● | Prior experience: Chief Financial Officer, of Venture Capital and Private Equity backed early stage and growth stage technology companies. | |
| ● | Mr. Stubblefield has approximately 18 years of experience in public companies in senior finance, accounting, and operations roles and wrote SOX policies and procedures for revenue operations in a public software company. | |
| ● | Other Relevant expertise: Certified Public Accountant, California. |
There are no family relationships between Mr. Stubblefield and any Director or Executive Officer of the Company. Mr. Stubblefield has no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
The Board of Directors of the Company has not yet determined Mr. Stubblefield’s compensation or agreed to any terms on a written compensation agreement. The Company will file a Current Report on Form 8-K once such written compensation agreement has been approved by the Board.
Election of Chairman of the Board
Effective November 30, 2025 the Board also elected Marc Bircham to serve as Chairman of the Board of Directors of the Company. Bircham was appointed to the Board on May 13, 2025 as an executive Board member. He will remain in his role of Director of Business Development for Sports.com.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lottery.com Inc. | ||
| By: | /s/ Robert Stubblefield | |
| Name: | Robert Stubblefield | |
| Title: | Interim Chief Executive Officer | |
| December 1, 2025 | ||