[8-K] Lottery.com Inc. Reports Material Event

Rhea-AI Filing Summary

Lottery.com Inc. reported it has regained compliance with Nasdaq Listing Rule 5635(c). On October 16, 2025, Nasdaq informed the company that, following its retroactive decision to abandon the 2023 Employees’, Directors’ and Consultants Stock Issuance and Option Plan and to reflect that ad hoc grants were made under the 2021 Incentive Award Plan, compliance was restored.

Nasdaq has closed the matter. The filing also includes customary forward-looking statements language noting risks, including efforts related to the Bid Price Requirement and becoming current with SEC reports.

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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): October 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) 787-3798

(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:

				Name of each exchange on which
Title of each class		Trading Symbol(s)		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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Lottery.com Inc. Receives Compliance Determination Letter from Nasdaq

As previously reported, on May 8, 2025, Lottery.com Inc. (“Lottery.com” or “the Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5635(c) (the “Listing Rule”).

On October 16, 2025, Lottery.com received a letter from Nasdaq determining that as a result of the Company’s retroactive action to abandon the 2023 Employees’, Directors’ and Consultants Stock Issuance and Option Plan and instead reflect that Ad Hoc grants were made pursuant to the 2021 Incentive Award Plan, the Company has regained compliance with the Listing Rule. Nasdaq has closed the matter.

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 Nasdaq Listing Rules, the Company’s ability to become 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, and the 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.

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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 (Principal Executive Officer)

Date: October 16, 2025

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FAQ

What did Lottery.com (LTRYW) announce in this 8-K?

The company received a Nasdaq letter stating it has regained compliance with Listing Rule 5635(c), and Nasdaq closed the matter.

How did Lottery.com (LTRYW) regain compliance with Nasdaq Rule 5635(c)?

It retroactively abandoned the 2023 Employees’, Directors’ and Consultants Stock Issuance and Option Plan and reflected ad hoc grants under the 2021 Incentive Award Plan.

When did Nasdaq determine Lottery.com (LTRYW) was back in compliance?

On October 16, 2025, according to the company’s disclosure.

Does this 8-K say anything about the Nasdaq Bid Price Requirement for Lottery.com (LTRYW)?

The filing’s forward-looking statements section references the company’s ability to regain compliance with the Bid Price Requirement as a risk area.

Which Nasdaq listing rule is referenced for Lottery.com (LTRYW)?

Nasdaq Listing Rule 5635(c), which relates to equity compensation arrangements.

Is the Nasdaq compliance matter now closed for Lottery.com (LTRYW)?

Yes. Nasdaq has closed the matter related to Rule 5635(c) per the letter.