[8-K/A] Lottery.com, Inc. Warrants Amends Material Event Report

Rhea-AI Filing Summary

Lottery.com has amended its Stock Purchase Agreement with Generating Alpha Ltd., securing a significant $300 million equity financing commitment. The amended agreement allows the company to initiate "Put" requests for stock purchases, with Generating Alpha agreeing to buy shares at 94% of the Market Price (defined as lowest VWAP over 5 trading days).

Key terms of the agreement include:

• Minimum Put amount of $20,000
• Maximum Put limited to 100% of Average Daily Trading Volume
• Investor ownership capped at 4.99% of Common Stock
• Initial Commitment Fee of 682,410 shares via prefunded warrant
• Additional 1.5% in prefunded warrants for each $50M tranche after first $100M

As an emerging growth company, this financing arrangement provides significant capital access for Lottery.com, though the company notes ongoing challenges including Nasdaq compliance issues and internal accounting control reviews.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

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

(737) 309-4500

(Registrant’s Telephone Number, Including Area Code)

(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		LTRY		The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $230.00		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, 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”) was entered into. The Investor has agreed to purchase from the Company up to Three Hundred Million Dollars ($300,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety-four (94%) percent of the “Market Price.” Market Price shall be defined as the lowest VWAP of the common stock five (5) trading days immediately preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000.00 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no more than 4.99% of the Common Stock at any given time.

Upon execution of the Agreement, the Company issued to the Investor a Commitment Fee of 682,410 shares of the Company’s common stock in the form of a prefunded Common Stock Purchase Warrant. After the Company has received $100,000,000 of the Commitment Amount from Investor, for each subsequent tranche of $50,000,000, the Company shall issue an additional 1.5% of $50,000,000 in shares of the Company’s Common Stock in the form of a prefunded Common Stock Purchase Warrant. Calculation for the number of shares to be included in the prefunded Common Stock Purchase Warrant shall be based off of the volume weighted average price of stock on the Clearing Date of the last Put Notice. Payment may be withheld from the last Put Notice until the prefunded Common Stock Purchase Warrant has been issued.

A copy of the complete Agreement will be filed by the Registrant at a later date.

Forward Looking Statements

This Current Report on Form 8-K (the “Form 8-K”) 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 Form 8-K, 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 Form 8-K 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 Form 8-K 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 all Nasdaq Listing Rules, the Company’s ability to remain current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on April 22, 2025, as amended, and any 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 Form 8-K 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 Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
NONE
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.
	a Delaware corporation
Date: June 23, 2025	By:	/s/ Matthew McGahan
	Name:	Matthew McGahan
	Title:	Chief Executive Officer

FAQ

What is the new stock purchase agreement between Lottery.com (LTRYW) and Generating Alpha Ltd?

On June 16, 2025, Lottery.com entered into an Amended Stock Purchase Agreement with Generating Alpha Ltd., where the investor agreed to purchase up to $300 million of the company's common stock. The purchases will be made at 94% of the Market Price, with each Put amount being at least $20,000 and limited to 100% of the Average Daily Trading Volume.

How many commitment fee shares did LTRYW issue to Generating Alpha Ltd?

Upon execution of the Agreement, Lottery.com issued 682,410 shares of the company's common stock as a Commitment Fee in the form of a prefunded Common Stock Purchase Warrant. Additional warrants worth 1.5% of $50 million will be issued for each $50 million tranche after receiving $100 million of the Commitment Amount.

What are the ownership limitations for Generating Alpha in LTRYW stock?

According to the agreement, Puts are limited to ensure the investor (Generating Alpha Ltd.) owns no more than 4.99% of Lottery.com's Common Stock at any given time.

How is the purchase price determined for LTRYW stock under the Generating Alpha agreement?

The purchase price is set at 94% of the Market Price, where Market Price is defined as the lowest VWAP (Volume Weighted Average Price) of the common stock during the five trading days immediately preceding the Put notice.

What are the minimum and maximum Put amounts for LTRYW under the new agreement?

The minimum Put amount is $20,000, and the maximum amount equals 100% of the Average Daily Trading Volume. The Maximum Put Amount can be increased upon mutual written consent of Lottery.com and the investor.