Lottery.com Inc. Regains Full Compliance with Nasdaq’s Continued Listing Rules

Rhea-AI Summary

Lottery.com (NASDAQ: LTRY) has successfully regained full compliance with Nasdaq's continued listing requirements, as announced on March 07, 2025. The company achieved this milestone by maintaining a closing bid price above $1.00 and a market value of publicly held shares above $5,000,000 for twenty consecutive business days, without requiring a reverse stock split.

Chairman and CEO Matthew McGahan highlighted this achievement as a significant breakthrough, marking the completion of the company's regulatory and compliance phase of the turnaround. The company now plans to focus on:

• Deploying fresh capital to resume operations
• Completing previously announced acquisitions
• Implementing their buy-and-build vision developed over the past two years

Positive

• Regained Nasdaq compliance without reverse stock split
• Maintained bid price above $1.00 for 20 consecutive days
• Market value of public shares exceeded $5M requirement
• Completed regulatory and compliance phase of turnaround

Negative

• Previous non-compliance with Nasdaq listing requirements
• Ongoing need for fresh capital deployment
• Operations currently not fully active

Insights

Financial Analyst

Lottery.com's regaining of Nasdaq compliance represents a critical regulatory milestone that removes a significant risk factor that had been hanging over the company. The achievement of maintaining the $1.00 minimum bid price for twenty consecutive trading days without resorting to a reverse stock split is particularly noteworthy, as it preserves the existing share structure and avoids the dilution and negative market perception typically associated with reverse splits.

From a market structure perspective, maintaining Nasdaq listing ensures continued access to institutional investors who often have mandates preventing investments in OTC-traded securities. This compliance status preserves liquidity and trading volume that would likely be compromised in a delisting scenario.

The CEO's statement about completing the "regulatory and compliance phase of the turnaround" signals a strategic inflection point for the company. The forward-looking comments about deploying fresh capital, resuming operations, and completing previously announced acquisitions suggest a shift from defensive regulatory compliance to offensive business execution.

However, investors should note the substantial forward-looking statements disclaimer, which references ongoing reviews of internal accounting controls and the need to become current with SEC reports. These references indicate the company has faced significant governance challenges that extend beyond mere stock price compliance.

The current market capitalization of $13.5 million and share price of $1.02 place the company just above the compliance threshold, suggesting margin for error going forward. The successful navigation of the compliance issue removes an existential threat to shareholder value, but the company must now demonstrate operational execution to sustain this positive development.

FORT WORTH, Texas, March 07, 2025 (GLOBE NEWSWIRE) -- Yesterday, Lottery.com Inc. (NASDAQ: LTRY; LTRYW) (“Lottery.com” or “the Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) determining that as a result of the closing bid price of the Company’s common share being $1.00 or above for the last twenty business days, the Company has regained compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). Notably, the Company regained compliance with the Minimum Bid Price Requirement without effectuating a reverse stock split.

Additionally, as a result of the Company’s market value of publicly held shares being $5,000,000 or above during the same period, the Company has regained compliance with Nasdaq Listing Rule 5450(b)(1)(C).

With the Company now meeting the continued listing criteria, Nasdaq has closed these matters.

Matthew McGahan, Chairman and CEO of Lottery.com, commented:
"Regaining full compliance with Nasdaq’s continued listing requirements is a significant breakthrough for the Company. As such, we are delighted to officially announce that the regulatory and compliance phase of the turnaround is complete. We now look forward to deploying fresh capital into the Company to resume operations in all respects, completing the previously announced acquisitions and implementing the buy-and-build vision that this team has worked so hard for over the last two years. We look forward to making more exciting announcements in the very short term."

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 June 14, 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

How did Lottery.com (LTRY) regain Nasdaq compliance in March 2025?

LTRY maintained a closing bid price above $1.00 and market value of publicly held shares above $5,000,000 for 20 consecutive business days, without requiring a reverse stock split.

What are the specific Nasdaq listing rules LTRY complied with in 2025?

LTRY complied with Rule 5450(a)(1) for minimum bid price requirement and Rule 5450(b)(1)(C) for market value of publicly held shares.

What are Lottery.com's (LTRY) immediate plans after regaining Nasdaq compliance?

LTRY plans to deploy fresh capital, resume operations, complete previously announced acquisitions, and implement their buy-and-build vision.

When did Lottery.com (LTRY) receive the Nasdaq compliance notice?

LTRY received the compliance notice on March 06, 2025, as announced in their March 07, 2025 press release.