Amended Current Report Filing (8-k/a)
October 25 2022 - 3:31PM
Edgar (US Regulatory)
0001673481
true
Form 8-K/A
0001673481
2022-10-19
2022-10-19
0001673481
LTRY:CommonStockParValue0.001PerShareMember
2022-10-19
2022-10-19
0001673481
LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf11.50Member
2022-10-19
2022-10-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 19, 2022
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) |
(512)
592-2451
(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 $11.50 |
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Board
Committee Appointments
On
October 21, 2022, Lottery.com Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) announcing
that Matthew Howard McGahan was appointed as an independent director on the Company’s Board of Directors (the “Board”),
which became effective on October 23, 2022 as a result of Mr. McGahan passing the Company’s background and credibility checks.
At the time of the Form 8-K filing, the Board had not made any determination regarding committee assignments for Mr. McGahan. This amendment
is being filed to report that on October 23, 2022, the Board appointed Mr. McGahan as a member of both the Audit Committee and Compensation
Committee of the Board.
Forward
Looking Statements
This
Current Report on Form 8-K/A (the “Form 8-K/A”) 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/A, regarding the Company’s
strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K/A,
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/A 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/A 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/A 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/A.
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/ Sohail
S. Quraeshi |
|
Name: |
Sohail S. Quraeshi |
|
Title: |
Interim Chief Executive Officer |
|
Date:
October 25, 2022
2
Trident Development Acqu... (NASDAQ:TDACU)
Historical Stock Chart
From Mar 2025 to Apr 2025
Trident Development Acqu... (NASDAQ:TDACU)
Historical Stock Chart
From Apr 2024 to Apr 2025