Lottery.com Files Amended Registration Statement on Form S-1
Rhea-AI Summary
Lottery.com (NASDAQ: LTRY) has filed an amended S-1 registration statement with the SEC related to a $100 million committed stock purchase agreement with Generating Alpha signed in November 2024. The agreement gives the company the right, but not obligation, to draw down capital through common stock sales.
The funding will support the company's strategic initiatives including:
- Resumption of core domestic lottery operations and sweepstakes
- International lottery expansion into Mexico, Africa, Asia, and Europe
- Growth in digital sports and entertainment media through Sports.com platform
- Strategic acquisitions across Lottery.com and Sports.com properties
The company maintains compliance with Nasdaq listing requirements and SEC regulations as it positions for growth in the $2.4 trillion global streaming and sports content market.
Positive
- $100M committed funding facility provides financial flexibility
- Maintains Nasdaq listing compliance
- Strategic expansion into international markets
- Owns valuable digital assets (Lottery.com and Sports.com domains)
- No immediate dilution pressure due to optional draw-down structure
Negative
- Stock sale agreement may lead to future dilution
- Registration statement not yet effective
- Requires operational relaunch of core business
- Subject to various regulatory risks and uncertainties
Insights
Lottery.com secures $100M flexible funding agreement, providing critical capital access for strategic turnaround without immediate dilution pressure.
The $100 million committed stock purchase agreement with Generating Alpha represents a strategic financial mechanism for Lottery.com's turnaround efforts. Unlike traditional financing, this structure gives the company discretionary drawing rights - allowing management to access capital through common stock sales when needed without immediate dilution constraints.
This arrangement provides significant financial flexibility at a critical juncture, as the company prepares to resume domestic lottery operations, expand internationally, and grow its Sports.com platform targeting the digital sports entertainment market. The capital access could accelerate their stated "buy-and-build" acquisition strategy across both verticals.
Two important technical considerations: First, the S-1 registration statement has not yet been declared effective by the SEC, meaning this capital source remains pending regulatory approval. Second, while the funding mechanism offers flexibility, any future drawdowns will involve issuing new shares with potential dilution implications.
The company's maintained Nasdaq compliance provides regulatory stability supporting their operational relaunch. However, execution challenges remain substantial as noted in their forward-looking statements disclaimer.
FORT WORTH, Texas, April 25, 2025 (GLOBE NEWSWIRE) -- Lottery.com Inc. (Nasdaq: LTRY), a leading technology company a leading technology company in digital lottery, charitable sweepstakes and sports entertainment, today announced the filing of an amended registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”). The filing is related to the registration of shares issuable under a
Under the SPA with Generating Alpha, signed in November 2024, Lottery.com has the right—but not the obligation—to draw down up to
Strategic Highlights from the S-1 Filing:
- Operational Relaunch: Lottery.com is preparing to resume its core domestic lottery operations, has restarted sweepstakes, and initiated international lottery revenue programs to support its existing business in Mexico and expand to Africa, Asia, and Europe.
- Growth in Digital Sports and Entertainment Media: Through its Sports.com platform, the Company is targeting the rapidly growing
$2.4 trillion global streaming and sports content market, with plans for original content production and immersive fan engagement. - Flexible Capital Access: The
$100 million SPA with Generating Alpha allow the Company to control its capital deployment, enabling it to scale without immediate dilution pressures. - Premium Digital Assets: Lottery.com and Sports.com represent high-value domain IP. The strength of those brand names is key to the Company’s brand positioning and competitive advantage in the digital entertainment landscape.
- NASDAQ and SEC Compliance: The Company remains in full compliance with Nasdaq’s continued listing requirements and SEC regulations, reinforcing its stability as it repositions for growth.
Matthew McGahan, Chairman and CEO of Lottery.com, commented:
"With the flexibility of our
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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, 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, 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, 2024, 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 value of Lottery.com's (LTRY) new stock purchase agreement with Generating Alpha?
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