Techlott Inc. holders of a majority of voting power approved by written consent an increase in authorized common shares from 900,000,000 to 10,000,000,000; the change cannot take effect until at least 20 calendar days after the information statement was first mailed. Upon effectiveness, Series B Preferred Stock issued to Techlott Enterprises Ltd. automatically converts into 1,909,081,759 common shares as consideration for the acquired blockchain-based lottery technology.
Holders also approved a reverse split of issued and outstanding common shares at a ratio of not less than 1-for-50 and not more than 1-for-1,000, with the Board selecting the final ratio; authorized common shares would fall to 250,000,000 upon implementation. The Board may abandon the split before it becomes effective, and its authority expires if the split is not effective within 12 months after the August 16, 2026 consent. Fractional shares will be rounded up, with each holder’s percentage ownership otherwise unchanged.
Audited 2025 results showed a $15.097 million net loss, $408,000 in cash and a $25.455 million accumulated deficit at December 31, 2025. Management and the independent auditor cited substantial doubt about the company’s ability to continue as a going concern.
Techlott Inc. (LOTT) reports that on July 28, 2026 it received a notice from OTC Markets Group that its common stock no longer meets the OTCQB Venture Market continued eligibility criteria because the closing bid price has been below $0.01 per share for more than 30 consecutive calendar days.
Under a 90-calendar-day cure period, the closing bid price must reach at least $0.01 per share for 10 consecutive trading days by October 26, 2026 to maintain OTCQB quotation. If the closing bid price is below $0.001 per share for five consecutive trading days, the common stock would be removed from the OTCQB Venture Market immediately, without any cure period.
Techlott Inc. (LOTT) reports that holders of about 65.3% of its voting power have approved by written consent (1) a Charter amendment to increase authorized common stock from 900,000,000 to 10,000,000,000 shares and (2) a reverse stock split of outstanding common stock at a Board‑selected ratio between 1‑for‑50 and 1‑for‑1,000, coupled with a post‑split reduction of authorized common stock to 250,000,000 shares.
The increase in authorized shares is needed to deliver 1,909,081,759 common shares to Techlott Enterprises Ltd. and an aggregate 1,909,081,759 common shares to CEO Yakir Abadi and Chairman Eldar Grady upon automatic conversion of Series B Preferred Stock, each supported by anti‑dilution protections that target ownership of 35% (Techlott Enterprises) and 17.5% each (Abadi and Grady) of fully diluted equity up to specified value caps. Existing common holders will not see an immediate percentage change from the share increase alone, but will be diluted as these and other issuances occur.
The reverse split is intended to raise the per‑share price and adjust the capital structure for a possible national exchange listing, though no listing or price effect is assured. Financially, 2025 revenue was minimal while the company recorded a $15.1 million net loss, driven largely by remeasurement of anti‑dilution and contingent features, and auditors highlight substantial doubt about Techlott Inc.’s ability to continue as a going concern.
Techlott Inc. has pivoted from digital health to a blockchain-based lottery and gaming platform but remains pre-revenue. For the six months ended June 30, 2026, it generated $0 revenue and reported a net loss of $3.44 million versus a $0.17 million loss a year earlier.
Total assets were $20.69 million, dominated by $20.09 million of intangible assets, while total liabilities rose to $10.66 million, including a Level 3 anti-dilution derivative liability of $8.32 million and $0.95 million of convertible loans. Cash was only $0.50 million, with a working capital deficit of $9.12 million.
The company raised $0.75 million in January 2026 and believes current cash plus this financing funds operations only through December 2026, and its auditor and management highlight substantial doubt about going concern due to accumulated deficit of $28.89 million and negative cash flows. Techlott signed its first commercial platform license in The Gambia and plans initial revenue in the third quarter of 2026, but future growth depends on securing customers and financing. Disclosure controls were deemed ineffective because of an unresolved material weakness in internal control related to segregation of duties.