Lottery.com Expands Committed Financing Facility with Generating Alpha to $300 Million

Rhea-AI Summary

Lottery.com (NASDAQ: LTRY) has expanded its committed financing facility with Generating Alpha Ltd. from $100 million to $300 million, while improving terms for the company. Key improvements include a reduced discount rate from 10% to 6%, elimination of trading cushion, and a simplified put mechanism. The company has already drawn down $1.87 million for operational expenses and acquisitions. CEO Matthew McGahan emphasized that this financing provides flexibility to issue shares based on market strength, making it less dilutive than typical equity structures. The expanded facility aims to support the company's acquisition strategy, including potential deals like Concerts.com, with a focus on cash-flow positive targets and tangible assets. The partnership with Generating Alpha demonstrates long-term commitment, as they continue to hold shares from initial issuance.

Positive

• Financing facility significantly expanded from $100M to $300M providing substantial capital for acquisitions
• Improved discount rate from 90% to 94%, saving approximately $12M over the facility life
• Removal of trading cushion provides greater flexibility in capital deployment
• Company maintains control over share issuance timing based on market strength
• Recent successful drawdown of $1.87M demonstrates facility functionality

Negative

• Potential dilution risk for existing shareholders through share issuance
• Still carries a 6% discount on share issuance
• Significant dependence on future acquisitions for growth strategy
• Large financing facility could indicate substantial capital needs

Insights

Financial Analyst

Lottery.com secures larger, more favorable financing facility, potentially accelerating acquisition strategy while reducing dilution impact.

Lottery.com's expanded financing facility with Generating Alpha represents a significant capital development that strengthens the company's acquisition capabilities. The tripling of the facility to $300 million while simultaneously improving terms is noteworthy - particularly the reduction in the effective discount rate from 10% to 6%, saving approximately $12 million over the facility's lifetime.

The modified structure offers several strategic advantages: The company retains discretionary control over share issuance timing, allowing it to optimize market conditions and minimize dilution. This represents an improvement over traditional equity financing structures that often lack such flexibility. The removal of the trading cushion further enhances capital deployment options, while the streamlined put mechanism appears to maintain necessary investor protections.

Recent activity shows the facility is already operational, with $1.87 million drawn to fund core operations and acquisition activities. Most importantly, management's stated acquisition strategy targeting cash-flow positive businesses with tangible assets suggests a disciplined approach to deployment. The specific mention of Concerts.com and potential real estate-backed acquisitions indicates a concrete pipeline rather than speculative targets.

While the financing provides significant growth capital, investors should note that using this facility will create share dilution, albeit potentially at improved terms compared to alternatives. Management's emphasis on "accretive acquisitions" suggests they're focusing on deals where the earnings contribution outpaces dilution effects, but execution will ultimately determine the value created.

FORT WORTH, Texas, June 23, 2025 (GLOBE NEWSWIRE) -- Lottery.com Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or “the Company”), a leading technology company transforming the intersection of gaming, sports and entertainment, announces that it has successfully executed an Amendment to its Stock Purchase Agreement with Generating Alpha Ltd., expanding the committed financing facility from $100 million to $300 million, while reducing the discount Generating Alpha receives saving the Company nearly $12 million over the life of the funding facility.

This strategic amendment reflects the deepening partnership between Lottery.com and Generating Alpha, and includes materially improved terms for the company:

• Facility Increased: From $100 million to $300 million, enabling more accretive, cash-generating acquisitions to support share price growth.
• Improved Discount Rate: Increased from 90% to 94%, reducing the effective discount to just 6%.
• Cushion Eliminated: Removal of the trading cushion allows greater flexibility in capital deployment.
• Simplified Put Mechanism: Streamlined structure aligned with investor protections.

Matthew McGahan, CEO and Chairman of Lottery.com, commented:

“This strategic financing puts Lottery.com in the driver’s seat. We retain full control and discretion to issue shares based on market strength, which makes this financing far less dilutive than typical equity structures. As the share price strengthens, we can secure more capital for fewer shares. Generating Alpha’s continued support enables us to fully focus on achieving our acquisition roadmap and delivering shareholder value.”

Generating Alpha remains a long-term partner, holding shares from the initial issuance and expressing strong belief in the long-term growth prospects of the Company.

“This is more than a capital facility—it’s a vote of confidence in our vision,” McGahan continued. “Generating Alpha has been a committed and strategic partner as we scale Lottery.com and Sports.com. The upsized and improved facility will help accelerate the closing of multiple acquisitions, including Concerts.com that we hope will transform our profile from a micro-cap to a mid-cap platform, with real revenue, assets and global visibility.”

The Company has successfully drawn down $1.87 million in recent weeks. This capital has been used for core business operational expenses, along with funding revenue-generating acquisitions and delivering tangible value to shareholders.

Lottery.com and Generating Alpha have worked closely in recent months to evaluate and prioritize a pipeline of acquisition targets. This revised facility ensures that the Company can move decisively on opportunities involving cash-flow positive targets and tangible assets, potentially including acquisitions that have hard tangible real estate assets.

“The expansion to $300 million was driven by real needs,” McGahan added. “We’re not sitting on ideas—we’re executing on them. This facility is not dilutive for the sake of survival. It’s being deployed to fuel accretive acquisitions and operational scale.”

About Lottery.com

The Lottery.com Inc. (NASDAQ: LTRY, LTRYW) family of brands — including Sports.com, Tinbu and WinTogether, comprise a unified ecosystem that integrates gaming, entertainment, and sports. Follow the Company on X, Instagram and Facebook.

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, 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 press release, 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 press release 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 press release are subject to risks and uncertainties, including but not limited to, expectations related to the investigation of short selling or potential naked short selling, including the Company’s analysis, its ability to take appropriate corrective action, or any potential investigations by regulators; 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 SEC reports; and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on April 22, 2025, 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 press release 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 press release. 

This press release was published by a CLEAR® Verified individual.

For more information, please visit www.lottery.com or contact our media relations team at press@lottery.com.

FAQ

What is the new size of LTRY's financing facility with Generating Alpha?

Lottery.com's financing facility with Generating Alpha has been expanded from $100 million to $300 million

How much has Lottery.com already drawn from the new financing facility?

The company has drawn down $1.87 million in recent weeks for operational expenses and acquisitions

What are the improved terms in LTRY's amended financing agreement?

The discount rate improved from 90% to 94% (reducing discount to 6%), trading cushion was eliminated, and the put mechanism was simplified

How does Lottery.com plan to use the expanded $300M facility?

The company plans to use the facility for accretive, cash-generating acquisitions, including potential deals like Concerts.com and targets with tangible real estate assets

What is the potential impact of this financing on LTRY shareholders?

While there is potential dilution, the company maintains control over share issuance timing based on market strength, making it less dilutive than typical equity structures