Lottery.com (NASDAQ: LTRYW) files full amended stock purchase pact

Rhea-AI Filing Summary

Lottery.com Inc. filed an amended current report to provide the complete Amended Stock Purchase Agreement with Generating Alpha Ltd., dated June 16, 2025. The company notes that this agreement, previously summarized in an earlier report, was inadvertently omitted as an exhibit from its Form 10-Q for the period ended June 30, 2025. This amendment primarily serves to attach the full agreement as Exhibit 10.60 for investors and regulators to review, without introducing new financial results or changing previously described terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2025

Lottery.com Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-38508		No. 81-1996183
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5049 Edwards Ranch Rd., 4th Floor Fort Worth, Texas		76109
(Address of Principal Executive Offices)		(Zip Code)

(737) 787-3978

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SEGG		The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $2,300.00		LTRYW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Amended Agreement with Generating Alpha Ltd.

On June 16, 2025, the Company entered into a fully-executed Amended Stock Purchase Agreement (the “Agreement”) by and between Lottery.com Inc. (the “Company” or the “Registrant”) and Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”). A summary of the Agreement was disclosed in the Company’s Current Report on Form 8-K and 8-K/A filed on June 23, 2025.

The Company is filing this Current Report on Form 8-K/A to provide the complete Agreement as an exhibit, as required by Item 601(b)(10) of Regulation S-K, which was inadvertently omitted from the Company’s Form 10-Q for the period ended June 30, 2025, filed on August 19, 2025.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement filed herewith as Exhibit 10.6

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.60		Amended -Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated June 16, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lottery.com Inc.
	By:	/s/ Matthew McGahan
	Name:	Matthew McGahan
	Title:	Chief Executive Officer

September 30, 2025

FAQ

What did Lottery.com Inc. (LTRYW) disclose in this 8-K/A amendment?

Lottery.com Inc. filed an amended report to provide the full text of an Amended Stock Purchase Agreement with Generating Alpha Ltd. as an exhibit.

Why did Lottery.com Inc. (LTRYW) file this additional 8-K/A?

The company states that the Amended Stock Purchase Agreement was inadvertently omitted from its Form 10-Q for the period ended June 30, 2025, and is now being filed as Exhibit 10.60.

Who is the counterparty to Lottery.com Inc.’s amended stock purchase agreement?

The counterparty is Generating Alpha Ltd., a St. Kitts and Nevis company, identified as the investor in the Amended Stock Purchase Agreement.

Does this Lottery.com Inc. (LTRYW) filing change any previously disclosed financial information?

The amendment describes attaching the full Amended Stock Purchase Agreement and does not present new financial statements or earnings data.

What exhibit did Lottery.com Inc. (LTRYW) add in this amendment?

The filing adds Exhibit 10.60, described as the Amended Stock Purchase Agreement between Lottery.com Inc. and Generating Alpha Ltd., dated June 16, 2025.

Who signed this Lottery.com Inc. (LTRYW) amended report?

The report was signed on behalf of Lottery.com Inc. by Matthew McGahan, Chief Executive Officer.