Lottery.com (NASDAQ: LTRYW) refreshes board committee assignments

Rhea-AI Filing Summary

Lottery.com Inc. reported that its board of directors approved the composition of its three standing committees, effective January 5, 2026. The Audit Committee will be chaired by Christopher Gooding, with members Tamer Hassan and Warren Macal, and the board determined that all are independent under Nasdaq and SEC rules, with Macal qualifying as an “audit committee financial expert.” The Compensation Committee will be chaired by Tamer Hassan, with Gooding and Macal as members, and the board determined each is independent. The Nominating and Corporate Governance Committee will be chaired by Christopher Gooding, with members Hassan and Paul Jordan, and all were determined to be independent under Nasdaq standards. The company states these assignments are consistent with its corporate governance guidelines and committee charters.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2026

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) 787-3798

(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 $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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Board of Director’s Committee Assignments

On January 5, 2026, the board of directors (the “Board”“) of Lottery.com Inc. (the “Company”) approved the composition of its standing committees of the Board, effective as of today.

Audit Committee

The Board appointed the following directors to serve on the Audit Committee:

Christopher Gooding, Chair

Tamer Hassan

Warren Macal

The Board has determined that each member of the Audit Committee is independent within the meaning of applicable Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934. The Board has also determined that Warren Macal qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

The Board appointed the following directors to serve on the Compensation Committee:

Tamer Hassan, Chair

Christopher Gooding

Warren Macal

The Board has determined that each member of the Compensation Committee is independent within the meaning of applicable Nasdaq listing standards and applicable Securities and Exchange Commission rules.

Nominating and Corporate Governance Committee

The Board appointed the following directors to serve on the Nominating and Corporate Governance Committee:

Christopher Gooding, Chair

Tamer Hassan

Paul Jordan

The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of applicable Nasdaq listing standards.

The committee assignments described above are consistent with the Company’s corporate governance guidelines and committee charters.

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/ Robert Stubblefield
	Name:	Robert Stubblefield
	Title:	Interim Chief Executive Officer

January 6, 2026

FAQ

What board committee changes did Lottery.com (LTRYW) disclose?

Lottery.com Inc. disclosed that its board approved the composition of its Audit, Compensation, and Nominating and Corporate Governance committees, effective January 5, 2026, including chair and member assignments for each committee.

Who serves on Lottery.com (LTRYW)'s Audit Committee and who is chair?

The Audit Committee is composed of Christopher Gooding (Chair), Tamer Hassan, and Warren Macal. The board determined that all three are independent and that Macal qualifies as an “audit committee financial expert.”

Who serves on Lottery.com (LTRYW)'s Compensation Committee?

The Compensation Committee consists of Tamer Hassan as Chair, with Christopher Gooding and Warren Macal as members. The board determined that each member is independent under Nasdaq listing standards and applicable SEC rules.

Who serves on Lottery.com (LTRYW)'s Nominating and Corporate Governance Committee?

The Nominating and Corporate Governance Committee is chaired by Christopher Gooding, with Tamer Hassan and Paul Jordan as members. The board determined that each member is independent under applicable Nasdaq listing standards.

Did Lottery.com (LTRYW) confirm director independence for its committees?

Yes. The board determined that all members of the Audit, Compensation, and Nominating and Corporate Governance committees are independent under applicable Nasdaq listing standards, and for the Audit and Compensation Committees, also under relevant SEC rules.

Which Lottery.com (LTRYW) director is the audit committee financial expert?

The board determined that Warren Macal qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Are Lottery.com (LTRYW)'s committee structures aligned with its governance guidelines?

Yes. Lottery.com Inc. stated that the committee assignments for its Audit, Compensation, and Nominating and Corporate Governance committees are consistent with its corporate governance guidelines and committee charters.