false
0001673481
0001673481
2023-11-17
2023-11-17
0001673481
LTRY:CommonStockParValue0.001PerShareMember
2023-11-17
2023-11-17
0001673481
LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member
2023-11-17
2023-11-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 17, 2023
Lottery.com
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware |
|
001-38508 |
|
No.
81-1996183 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
20808
State Hwy 71 W, Unit B
Spicewood,
Texas |
|
78669 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(737)
309-4500
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
LTRY |
|
The
Nasdaq Stock Market LLC |
Warrants
to purchase one share of common stock, each at an exercise price of $230.00 |
|
LTRYW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
November 17, 2023, Lottery.com Inc. (the “Company”) held a Special Meeting of its Stockholders (the “Special Meeting”).
The final voting results for each item voted on at the Special Meeting are set forth below.
Proposal
No. 1 – Nasdaq Listing Rules 5635(b) and 5635(d)
The
Company’s stockholders approved the potential issuance of shares of our common stock, par value $0.001 per share (the “common
stock”) and warrants to purchase shares of our common stock (the “warrants”) that will result
in a change of control of the Company and in an amount that, in certain circumstances, may be equal to or exceed 20% of our common
stock outstanding for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d) (the “Nasdaq Proposal”):
FOR |
|
|
AGAINST |
|
|
ABSTAIN |
|
|
BROKER
NON-VOTES |
|
1,149,063 |
|
|
|
42,631 |
|
|
|
4,605 |
|
|
|
— |
|
Proposal
No. 2 – Adjournment of Meeting
The
Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal
(the “Adjournment Proposal”).
FOR |
|
|
AGAINST |
|
|
ABSTAIN |
|
|
BROKER
NON-VOTES |
|
1,154,252 |
|
|
|
35,403 |
|
|
|
6,644 |
|
|
|
— |
|
Item
9.01. Financial Statements and Exhibits
Exhibits
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/
Matthew McGahan |
|
Name: |
Matthew
McGahan |
|
Title: |
Interim
Chief Executive Officer |
Date:
November 17, 2023
Exhibit
99.1
|
|
|
20808
State HWY 71W STE B |
|
Spicewood,
TX 78669 |
Lottery.com,
Inc. Shareholders Vote to Approve Issuances of Capital Stock and Warrants
AUSTIN,
Texas, November 17, 2023 — Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or the “Company”) conducted
a Special Meeting of Shareholders (the “Meeting”) in a virtual-only format on November 17, 2023 wherein shareholders of record
as of November 2, 2023, were able to vote for two proposals submitted to them by the Company’s Board of Directors.
Proposal
No. 1 – Nasdaq Listing Rules 5635(b) and 5635(d)
The
Company stockholders by majority vote approved the potential issuance of shares of the Company’s common stock and of its common
stock purchase warrants (“warrants”) that will result in a change of control of the Company and in an amount that, in certain
circumstances, may be equal to or exceed 20% of our issued and outstanding common stock for purposes of complying with Nasdaq Listing
Rules 5635(b) and 5635(d) (the “Nasdaq Proposal”);
Proposal
No. 2 – Adjournment of Meeting
In
connection to Proposal No. 1, the Company’s stockholders also approved by majority vote a proposal to adjourn the Meeting to a
later date, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection
with, the approval of the Nasdaq Proposal (the “Adjournment Proposal”). However, as a result of the majority stockholder
approval of the Nasdaq Proposal, activation of the Adjournment Proposal was unnecessary.
The
result of vote for the Nasdaq Proposal enables the Board to issue additional shares and warrants to secure up to $200 million in financing.
The Company will use the proceeds of the potential sale of the additional shares and warrants to finance the Company’s domestic
and international growth plans along with the development of the Sports.com platform.
Lottery.com
Board Chairman and Interim CEO Matthew McGahan stated, “I am pleased that shareholders supported the Nasdaq Proposal. Now that
the shareholders have given the Board the authority to issue capital stock and warrants that may result in a change of control of the
Company, we are free to fully-engage our existing investment partnerships and explore additional opportunities.” He added, “The
Company remains unwavering in its dedication to providing innovative solutions that will transform the lottery industry, and in capitalizing
on our Sports.com domain. The Company is grateful for each Shareholder’s participation in the Meeting, and we remain committed
to increasing shareholder value as we move this Company forward.”
About
Lottery.com, Inc.
Lottery.com,
Inc. is a leading technology company that is transforming how, where and when lotteries are played. Its engaging mobile and online platforms
enable players and commercial partners located throughout the United States and other countries to remotely purchase safe and legally
sanctioned lottery games. Lottery participants look to the Company’s website, Lottery.com, for compelling, real-time results on
over 800 lottery games from over 40 countries. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion
to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic
initiatives.
|
|
|
20808
State HWY 71W STE B |
|
Spicewood,
TX 78669 |
Important
Notice Regarding Forward-Looking Statements
This
press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). All statements, other than statements of present or historical fact included in this press release, regarding the company’s
future financial performance, as well as the company’s strategy, future operations, revenue guidance, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on
management’s current expectations and assumptions about future events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required by applicable law, Lottery.com disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date
of this press release. Lottery.com cautions you that these forward-looking statements are subject to numerous risks and uncertainties,
most of which are difficult to predict and many of which are beyond the control of Lottery.com. In addition, Lottery.com cautions you
that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal
proceedings that may be instituted against Lottery.com; (ii) the Company’s ability to maintain effective internal controls over
financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating
to segregation of duties with respect to, and access controls to, its financial record keeping system, and its accounting staffing levels;
(iii) the effects of competition on Lottery.com’s future business; (iv) risks related to its dependence on its intellectual property
and the risk that technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related
to the COVID-19 pandemic or other pandemic and their effect directly on Lottery.com and the economy generally; (vii) risks relating to
privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that the Company may be adversely
affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth
objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com, Inc. with the
U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and the other documents filed,
or to be filed, by the Company with the SEC. Should one or more of the risks or uncertainties described in this press release materialize
or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking
statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein
can be found in the reports that Lottery.com has filed and will file from time to time with the SEC. These SEC filings are available
publicly on the SEC’s website at www.sec.gov.
End-
For
more information please contact: ir@lottery.com , or visit: http://www.lottery.com
v3.23.3
Cover
|
Nov. 17, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 17, 2023
|
Entity File Number |
001-38508
|
Entity Registrant Name |
Lottery.com
Inc.
|
Entity Central Index Key |
0001673481
|
Entity Tax Identification Number |
81-1996183
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
20808
State Hwy 71 W
|
Entity Address, Address Line Two |
Unit B
|
Entity Address, City or Town |
Spicewood
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
78669
|
City Area Code |
(737)
|
Local Phone Number |
309-4500
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock, par value $0.001 per share |
|
Title of 12(b) Security |
Common
Stock, par value $0.001 per share
|
Trading Symbol |
LTRY
|
Security Exchange Name |
NASDAQ
|
Warrants to purchase one share of common stock, each at an exercise price of $230.00 |
|
Title of 12(b) Security |
Warrants
to purchase one share of common stock, each at an exercise price of $230.00
|
Trading Symbol |
LTRYW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=LTRY_CommonStockParValue0.001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=LTRY_WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Lottery com (NASDAQ:LTRY)
Historical Stock Chart
From May 2024 to Jun 2024
Lottery com (NASDAQ:LTRY)
Historical Stock Chart
From Jun 2023 to Jun 2024