Note 10. Notes Payable and Convertible Debt

Secured Convertible Note

In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $935,000 that matured in March 2021. The Company used the fair value of the Secured Convertible Note to value the debt instrument issued. In March 2021, the Secured Convertible Note was fully converted into 9,987 shares of the Company’s common stock [after accounting for subsequent reverse stock splits].

Short term loans

On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000. The loan has a 30-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments were deferred for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. As of March 31, 2026 and December 31, 2025, the balance of the loan was $150,000. As of March 31, 2026 and December 31, 2025, the accrued interest on this note was $8,625 and $8,255 respectively.

In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199. The notes bear interest at a variable rate, are unsecured, and the parties had verbally agreed the notes would be due upon a qualifying financing event. However, these notes were not converted in connection with the Business Combination. As of March 31, 2026 and December 31, 2025, the balance of the loans totaled $13,000, respectively.

Series B Notes

From November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $8,802,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loans without consent from the noteholders.

During the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $38,893,733. The notes bear interest at 8% per year, are unsecured, and are due and payable on dates ranging from December 2021 to December 2022. The Company cannot prepay these loans without consent from the noteholders. As of December 31, 2021, the Series B Convertible Notes had a balance of $0.

During the year ended December 31, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the principal value of the notes. The additional principal associated with the amendments totaled $3,552,114. The amendments were accounted for as a debt extinguishment, whereby the old debt was derecognized and the new debt was recorded at fair value. The Company recorded a loss on extinguishment of $71,812 as a result of the amendment which was mapped in “Other expenses” on the consolidated statements of operations and comprehensive loss.

As of October 29, 2021, all except $185,095 of the Series B convertible notes were converted into 6,975 shares of common stock after accounting for the reverse stock splits that have occurred since that time. As of December 31, 2025, the remaining notes comprising the outstanding balance of $185,095 are no longer convertible and have been reclassified to notes payable. See Note 10 Accrued interest on this note payable as of March 31, 2026 and December 31, 2025 was $98,106 and $94,455, respectively.

Tinbu

On August 28, 2018, in connection with the purchase of the entire membership interest of TinBu LLC, the Company entered into several notes payable for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes had an interest rate of 0%, and an original maturity date of January 25, 2022. The notes payable were modified during 2021 to extend the maturity to June 30, 2022 and change the interest rate to include simple interest of 4.1% per annum effective October 1, 2021. Each of the amendments was evaluated and determined to be loan modifications and accounted for accordingly.

As of both March 31, 2026 and December 31, 2025, the balance of the notes was $2,336,081. Accrued interest on these notes was $434,285 on March 31, 2026 and $410,669 on December 31, 2025, respectively.

Series A Notes

From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties verbally agreed to extend the maturity of the notes to December 31, 2021. The Company cannot prepay the loan without consent from the noteholders. As of December 31, 2021, there were no Qualified Financing events that trigger conversion, this included the TDAC combination. As of December 31, 2022, the remaining outstanding balance of $771,500 which relates to notes that are no longer convertible was reclassified to Notes Payable as per the agreement. As of both March 31, 2026 and December 31, 2025, the balance due on these notes was $771,500. Accrued interest on the Series A notes payable was $318,909 on March 31, 2026 and on December 31, 2025.

Securities Purchase Agreement with Alumni Capital LP

On March 16, 2026, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, pursuant to which the Company issued unsecured convertible promissory notes with an aggregate face amount of up to $11,764,706, reflecting a 15% original issue discount, funded in tranches with: an initial tranche of $3,529,412 at closing, a second tranche of $588,235 upon the filing of a registration statement covering the underlying shares, a third tranche of $1,764,706 upon effectiveness of the registration statement, and additional tranches of up to $5,882,353 through December 31, 2026, subject to customary conditions. The notes bear interest at 12% per annum, mature 24 months from issuance, and are convertible into common stock at a price equal to the lower of the closing price on the applicable conversion date or 95% of the five-day volume-weighted average price, subject to a 20% floor and a beneficial ownership limitation of 4.99% (increasable to 9.99% upon 61 days’ notice). Dawson James Securities, Inc. acted as a placement agent for a fee of 7.0% of gross proceeds. As of March 31, 2026, the outstanding principal balance of these notes was $3,529,412 and accrued interest was $21,490. See Part II, Item 1, “Legal Proceedings.” Subsequent to March 31, 2026, the Company applied approximately $500,000 of proceeds from the Amorua Global, Inc. note described in Note 16 to repay a portion of the amount outstanding under these notes.

Securities Purchase Agreement with Evergreen Capital Management, LLC

On December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC (“Evergreen”), pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $2,875,000, reflecting an original issue discount of $375,000 and resulting in net proceeds to the Company of $2,500,000. The note was funded in two tranches: an initial $500,000 at closing, with $2,000,000 to be funded upon the effectiveness of a registration statement covering the underlying shares and receipt of shareholder approval under Nasdaq Listing Rule 5635. The transaction was completed as a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On January 26, 2026, the Company and Evergreen entered into a Termination Agreement terminating the note and the related Securities Purchase Agreement, effective upon the Company’s issuance of shares pursuant to Conversion Notice #7, dated January 13, 2026, following which the note and the Securities Purchase Agreement became null and void, with no further amounts due or payable by either party. The principal amount converted pursuant to Conversion Notice #7 was $75,000. As of March 31, 2026, the balance of this note was $0.

Credit Facility with United Capital Investments London Limited (Related Party)

As previously disclosed in the Company’s Annual Report for 2025, on July 26, 2023, the Company entered in to a credit facility with United Capital Investments London Limited (“UCIL”), an entity in which Matthew McGahan, the Company’s then Chief Executive Officer and Chairman had an indirect interest, and Barney Battles, a former Company director and chair of its Audit Committee had and continues to have a direct interest in, originally entered into on July 26, 2023, amended and restated on August 8, 2023, amended on August 18, 2023, and further amended and restated on February 16, 2024 to increase the amount of the facility from $49,000,000 to $149,000,000. See Note 15. Related Party Transactions, for additional information regarding UCIL’s relationship with the Company.

On January 20, 2026, at its election, the Company terminated all financing agreements with UCIL. As of March 31, 2026, the outstanding balance of this facility was $369,324. Following the termination, UCIL believed the amount owed under the facility was larger than the amount reflected in the Company’s accounting records. Multiple requests were made and UCIL has not provided any support for a larger amount. See Part II, Item 1, “Legal Proceedings.”

Credit Facility with Woodford Eurasia Assets, Ltd.

As previously disclosed in the Company’s Annual Report for 2025, on December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd. (“Woodford”), pursuant to which Woodford agreed to provide the Company with up to $52,500,000, subject to certain conditions. The Company received $798,351 under the Woodford Loan Agreement by December 31, 2023. Woodford subsequently failed to meet its funding obligations under the agreement, and the Company takes the position that it will no longer conduct business with, or have any association with, Woodford. As of March 31, 2026, the balance reflected for this loan was $798,351.

Amounts advanced under the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of common stock at a rate of 80% of the lowest publicly available price per share within 10 business days of the loan agreement date (equivalent to $56.00 per share after the Company’s reverse stock splits), subject to a 4.99% beneficial ownership limitation (waivable on 60 days’ notice) and a separate 19.99% ownership cap absent shareholder approval. In June 2023, Woodford asserted an amendment applying a further 25% discount to the conversion price; the Company disputes the validity and application of that amendment.

Despite multiple requests from the Company, Woodford has repeatedly failed to prove the amounts it claims to have advanced to the Company beyond the $798,351 the company has recorded, failed to indicate whether it would accept accelerated repayment of verified amounts, failed to provide an anti-money-laundering-acceptable account for payment, and failed to respond to allegations of money laundering and conspiracy to defraud the Company, which the Company has referred to legal counsel. See Part II, Item 1, “Legal Proceedings,” for further information.

Related Party Promissory Notes - Accrued Executive Payroll

On January 13, 2026, the Company issued promissory notes to two of its executive officers, for payroll that had been accrued between 2022 and the summer of 2024 but had not been paid when due. The Company formalized the obligations for unpaid compensation as interest-bearing convertible notes, which are identical in form and terms, differing only as to principal amount, holder, and the individual who executed the note on the Company’s behalf:

Schedule of Related Party Promissory Notes

The notes bear interest at ten percent (10%) per annum, computed on the basis of a 360 day year. Principal and accrued interest on each note are due and payable in full on January 15, 2027 (the “Maturity Date”), unless earlier converted into the Company’s common stock at the holder’s election.

No principal or interest payments have been made on either note, and no conversions into common stock have occurred, so the full principal amount of each remains outstanding, a combined total of $549,933 at March 31, 2026. Interest accrued from issuance (January 13, 2026) through March 31, 2026 totals approximately $11,762 for both notes combined (approximately $5,528 on the Potts Note and $6,235 on the Stubblefield Note).

Gregory Potts is the Company’s Chief Operating Officer and Robert J. Stubblefield is the Company’s Chief Financial Officer and Interim President and Chief Executive Officer, each an executive officer of the Company when the respective compensation accrued and currently. Each note is accordingly a related person transaction under Item 404(a) of Regulation S-K and a related party transaction under ASC 850, requiring ASC 850 related-party footnote disclosure here in Note 10 and, separately, Item 404(a)/Part III or proxy disclosure identifying each officer, describing his position, and stating his interest in the applicable note (principal, 10% annual interest, and the stock-conversion right described above).

Related Party Veloce Arrangements - MPA Commercial Ltd and MPA Creative Ltd

In connection with the Company’s acquisition of a controlling interest in Veloce Esports Limited on February 17, 2026 (the “Veloce Acquisition Date” - see Note 4, Business Combinations), the Company identified a related-party relationship arising from the involvement of Dan Bailey, the Company’s Chief Commercial Officer and also a member of the Company’s Board of Directors, with two United Kingdom entities that have pre-existing and ongoing commercial relationships with the acquired Veloce businesses: MPA Commercial Ltd, a United Kingdom public relations agency, and MPA Creative Ltd, a United Kingdom motorsport marketing company (together, the “MPA Entities”). Mr. Bailey is a shareholder and director/officer of both of the MPA Entities. Mr. Bailey and MPA Creative Ltd were also each, separately, selling shareholders of Veloce under the Share Purchase Agreements comprising the Veloce acquisition (see Note 4, Business Combinations).

Pre-Existing Loan. In October 2024, during the approximately sixteen months before the Veloce Acquisition Date, MPA Creative Ltd advanced Veloce £130,000, or approximately $171,753 (see Note 2, Foreign Currency Translation), in four transactions pursuant to an unsecured borrowing arrangement that bears no stated interest and has no fixed or stated repayment date. Because this arrangement predates both the Veloce Acquisition Date and the involvement of the Company’s current management, the Company was not a party to, and did not authorize, negotiate, or approve, the original arrangement, and the Company’s records regarding its terms remain limited to the principal amount, the absence of interest, and the absence of a fixed maturity. As of the acquisition date, Veloce had repaid £30,000, or approximately $39,635, of the debt. They subsequently repaid a further £5,000, or approximately $6,606, between the Veloce Acquisition Date and March 31, 2026. As of March 31, 2026, £95,000, or approximately $125,512, remained outstanding. See Note 10, Notes Payable and Convertible Debt, for the recorded balance and balance sheet classification. Because Mr. Bailey is an executive officer and director of the Company and a shareholder, director, and officer of MPA Creative Ltd, the Company’s continued maintenance of this arrangement following the Veloce Acquisition Date is itself a related person transaction under the Company’s Related Party Transactions Policy and under Item 404(a) of Regulation S-K.

The Company intends to continue monitoring these and any future arrangements with the MPA Entities under that policy for so long as Mr. Bailey’s affiliation with those entities continues.

DotCom Ventures Inc. - Concerts Inc. Senior and Junior Secured Promissory Notes

In July of 2025, the transaction between the Company, Concerts Inc. (“Concerts”), and DotCom Ventures Inc. (“DVI”), was initially recorded as an Asset Purchase. Effective February 1, 2026, as described in Note 4 in this Report, the transaction was converted into the acquisition of a business and Purchase Accounting has been applied. DVI had three Secured Notes Payable comprised of a Senior Secured Note to a third-party and a Senior and a Junior Secured Note payable by DVI, as borrower, to Concerts Inc., which is the Minority interest holder of DVI, as lender. In connection with conversion of the asset acquisition from DVI, to purchase accounting, the three DVI Secured Notes are included in the Company’s consolidated Balance Sheet for March 31, 2026.

A Senior Secured Promissory Note to a third-party, entered into on May 1, 2025 was for $1,000,000, did not bear interest, was secured by the Concerts.com domain name and related assets under a Senior Security Agreement of the same date, and had an original maturity date of December 31, 2025. Forbearance agreements were entered extending the maturity date initially to March 31, 2026 and then to May 31, 2026. A payment of $500,000 was made on March 31, 2026 resulting in a balance of $500,000 as of March 31, 2026. Subsequent payments of $100,000 on April 30, 2026 and $400,000 on May 29, 2026 fully paid and retired the third-party Senior Secured Note.

A Senior Secured Promissory Note payable by DVI, as borrower, to Concerts Inc., which is a minority interest holder of DVI, as lender, in the amount of $500,000 (the TicketStub Senior Note) was entered into on May 1, 2025, bearing simple interest at 0.5% per month (6.0% per annum), calculated on a thirty-day-month basis, accruing through and payable together with the outstanding principal in full at maturity on December 31, 2025. Any amount not paid at maturity bears interest instead at a default rate of 1.0% per month (12.0% per annum) until paid. The TicketStub Senior Note may be prepaid in whole or in part at any time without penalty and is secured by a security interest in the TicketStub.com domain name and related assets (the “TicketStub Assets”) under a Senior Security Agreement of the same date. A forbearance agreement was entered extending the maturity to March 31, 2026. The TicketStub Senior Note was repaid in full on March 17, 2026 along with accrued interest of $21,083.

A Junior Secured Promissory Note dated May 1, 2025 (the “Concerts Junior Note”) in the amount of $1,500,000, payable by DVI, as borrower, to Concerts Inc., as lender. The Concerts Junior Note was issued by DVI to Concerts as consideration for DVI’s purchase of the concerts.com domain name and related assets from Concerts Inc. under a separate May 1, 2025 asset purchase agreement, a transaction that predates and is unrelated to the Company’s acquisition of DVI.

The Concerts Junior Secured Note bears simple interest at 0.5% per month (6.0% per annum), calculated on a thirty-day-month basis, accruing through and payable in full at maturity on May 31, 2026, together with the outstanding principal. Any amount not paid at maturity bears interest instead at a default rate of 1.0% per month (12.0% per annum) until paid. The Concerts Junior Note may be prepaid in whole or in part at any time without penalty and is secured by a security interest in the concerts.com domain name and related assets (the “Concerts Assets”) under a Junior Security Agreement of the same date. As issued, the Concerts Junior Note was subordinated in priority to the third-party $1,000,000 Senior Secured Promissory Note which was secured by a senior security interest in the same Concerts Assets. Final payment was made on that third-party Senior Promissory Note, and it was retired on May 29, 2026. This Junior Secured Note was not repaid when it matured on May 31, 2026. The Company and Concerts Inc. are in negotiations on a forbearance agreement to extend the maturity date.

Ali Law Convertible Note

On January 15, 2026, the Company entered into a convertible promissory note with the Amar Ali Law, PLLC (“Ali Law”) in the principal amount of $1,445,361 for outstanding fees for legal services provided to the Company. The note bears interest at 10% and has a maturity date of January 15, 2027. Simple interest accrued from issuance (January 13, 2026) through March 31, 2026, totaling approximately $30,111 as of March 31, 2026. As of the date of this report, $50,000 of principal has been converted.

Veloce Loan - Andrew Webb

Prior to the Veloce Acquisition Date, Veloce Esports Limited entered into a Shareholders Loan Agreement dated July 10, 2025 with Andrew Webb and Darryl Eales (see below), each a former shareholder of Veloce and a selling shareholder under the Share Purchase Agreements comprising the Company’s acquisition of Veloce (see Note 4, Business Combinations), under which Mr. Webb agreed to lend Veloce £250,000, or approximately $330,295 (see Note 2, Foreign Currency Translation). Veloce separately entered into a Shareholders Loan Agreement dated October 9, 2025 with Mr. Webb alone, under which he agreed to advance Veloce a further £750,000, or approximately $990,884, which, together with a prior outstanding balance of £530,000, or approximately $770,265, of loans, fees, and commissions described in that agreement as previously due to Mr. Webb, brought Veloce’s total loan commitment to Mr. Webb under the October facility to £1,280,000, or approximately $1,691,108.

The July 2025 loan carried a one-time repayment premium and capped interest. No amounts were repaid on this loan during 2025. During the three months ended March 31, 2026, Veloce repaid Mr. Webb £226,250, or approximately $298,917, against this loan.

Andrew Webb - July 2025 loan (as carried on Veloce’s books)

Schedule of Loan

Schedule of Loan

The October 9, 2025 loan bears interest at 15% per annum on the full £1,280,000, or approximately $1,691,108, balance, and is secured by debentures over Veloce’s assets registered with Companies House. No principal was repaid on this loan during the three months ended March 31, 2026. Veloce’s accounting records reflect accrued interest of £90,477 on this loan as of March 31, 2026.

Andrew Webb - October 2025 loan

Veloce Loan - Darryl Eales

Mr. Eales loaned Veloce £1,000,000, or approximately $1,321,178 (see Note 2, Foreign Currency Translation), under the July 10, 2025 Shareholders Loan Agreement with Mr. Webb described above. Proceeds from the Eales loan was used for the Quadrant acquisition. Separately, there is a 2024 loan from Mr. Eales with an unpaid balance of £121,000, or approximately $159,863, carried forward.

Neither Eales’ loan bears interest. The July 2025 loan instead carried a repayment premium, as previously described. Veloce repaid £870,000, or approximately $1,149,425, to Mr. Eales in October 2025; of that amount, £750,000, or approximately $990,884, was funded by the October 2025 Webb advance described above and the remaining £120,000, or approximately $158,541, came from Veloce.

Darryl Eales - combined loan balance

Veloce Loan - Seb Williams

Mr. Williams lent Veloce £100,000, or approximately $132,118 (see Note 2, Foreign Currency Translation). under a July 11, 2025 Shareholders Loan Agreement. The proceeds of the loan were applied to the acquisition of Quadrant.  The note began accruing a fixed interest amount of £5,000, or approximately $6,606, per month on October 11, 2025. As of March 31, 2026 £135,000 comprised of principal and interest, or approximately $178,359, is outstanding.

Ming Global loaned Veloce £500,000 or approximately $660,589 (see Note 2, Foreign Currency Translation) in June of 2023. During the remainder of 2023 and throughout 2024 a total of £412,797, or approximately $545,379, was repaid. In 2025 no payments were made and in January and May fees and administrative costs were added to the open balance. There is no set maturity date for the facility. The loan bears interest at 16% per annum. Interest is paid monthly so there is no accrued interest owed on the facility. At March 31, 2026 the unpaid principal with fees and administrative costs was £136,115, or approximately $179,832. A payment of £20,000, or approximately $26,424, was made in June of 2026.