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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.