Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Interim
Chief Financial Officer Resignation
On
October 9, 2022, Harry Dhaliwal, the Interim Chief Financial Officer and principal financial officer of Lottery.com Inc. (the “Company”)
provided a notice of resignation as Interim Chief Financial Officer, with immediate effect. Mr. Dhaliwal served as the Company’s
Interim Chief Financial Officer since July 2022.
Appointment
of New Interim Chief Financial Officer
On
October 14, 2022, the Board of Directors of the Company (the “Board”) appointed Edward K. Moffly as the Company’s Interim
Chief Financial Officer and principal financial officer, effective October 17, 2022.
Mr.
Moffly, age 68, has served as Founder and Managing Director of Moveo (dba drvn) Technologies Corporation, a transportation network
company that provides passenger ground transportation logistics technology and services, since October 2018. Prior to Moveo, Mr. Moffly
served as Founder and Interim Chief Financial Officer of Hygea Health Holdings, Inc., a primary care physician’s network and independent
practitioner association, focused on Medicare Advantage and preventative medicine, since January 2013. Prior to his time at Hygea Health
Holdings, he served as Founder and Chief Operating Officer of Denarii Systems, LLC, which built a mobile-focused issuing and acquiring
processor for credit card companies, since January 2007. Mr. Moffly earned a Bachelor’s Degree in Chinese Studies from Columbia
University and a Master’s Degree in Business Administration from the University of Chicago.
The
Company and Mr. Moffly verbally entered into a compensation arrangement (the “Agreement”) on October 16,
2022, pursuant to which the Company will compensate Mr. Moffly $1,000 per day worked for the Company. Any additional terms of the
Agreement remain subject to negotiation and finalization.
Mr.
Moffly does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by
the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Forward
Looking Statements
This
Current Report on Form 8-K (the “Form 8-K”) contains statements that constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of present or historical fact included in this Form 8-K, regarding the
Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When
used in this Form 8-K, the words “could,” “should,” “will,” “may,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,”
“project,” “initiatives,” “continue,” 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. The forward-looking statements speak only as
of the date of this Form 8-K or as of the date they are made. The Company 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 the
Company. In addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks
and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting
controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional
capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely
and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement,
the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its
Securities and Exchange Commission (“SEC”) reports, and those additional risks and uncertainties discussed under the
heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on April 1, 2022, and the other documents
filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the
operations and projections discussed herein can be found in the reports that the Company 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. Should one or more of the risks or
uncertainties described in this Form 8-K materialize or should underlying assumptions prove incorrect, actual results and plans
could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the
Company 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 Form 8-K.
