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

Rhea-AI Filing Summary

Lottery.com has entered into an Amended Stock Purchase Agreement with Generating Alpha Ltd. on June 16, 2025, securing potential funding of up to $300 million through stock purchases. Key terms include:

• Investor will purchase shares at 94% of Market Price (defined as 5-day VWAP)
• Minimum Put amount of $20,000 with maximum limited to 100% of Average Daily Trading Volume
• Investor ownership capped at 4.99% of Common Stock
• Company issued 682,410 shares as Commitment Fee via prefunded warrant
• Additional 1.5% in shares (as warrants) for each $50 million tranche after first $100 million

The company, listed as an emerging growth company, trades on Nasdaq under LTRY (common stock) and LTRYW (warrants). This agreement provides significant potential funding for operations, subject to market conditions and regulatory compliance.

Positive

• Secured a significant $300 million equity purchase agreement with Generating Alpha Ltd., providing substantial funding flexibility
• Favorable pricing terms at 94% of Market Price (VWAP) for equity sales, indicating relatively low dilution costs
• Strategic ownership cap of 4.99% per investor helps prevent concentrated control and excessive dilution

Negative

• Significant potential dilution risk through the issuance of 682,410 shares upfront plus additional 1.5% in shares for each $50M tranche
• Minimum put amount of $20,000 and trading volume limitations may restrict capital access during low liquidity periods
• High exercise price of $230.00 for existing warrants suggests significant gap to current market price

Insights

Equity Financing Specialist

Lottery.com secured a substantial $300M equity facility with favorable pricing at 94% of market, providing critical liquidity flexibility.

Lottery.com has established a significant equity financing facility through an Amended Stock Purchase Agreement with Generating Alpha Ltd. The $300 million commitment represents a substantial capital resource for this emerging growth company. The structure follows a standard equity line format where the company can issue "Puts" to sell shares at 94% of the defined Market Price (5-day VWAP), representing a modest 6% discount—notably favorable compared to typical arrangements of this nature which often come with 15-25% discounts.

The agreement includes thoughtful protections with minimum Put amounts of $20,000 and maximum limits tied to daily trading volume, preventing market disruption. The 4.99% ownership cap further prevents concentration risk. The commitment fee of 682,410 prefunded warrants appears proportionate to the facility size, with additional 1.5% warrant issuances structured as milestone-based incentives after each $50M drawn beyond the initial $100M.

This facility provides Lottery.com with significant financial flexibility and liquidity on demand without the execution challenges of traditional secondary offerings. The agreement's structure suggests the company has maintained relatively strong negotiating leverage despite its emerging growth status. While dilution will occur with each Put, the controlled nature of the facility allows management to strategically time capital raises to align with operational needs and potentially favorable market conditions.

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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): 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 average 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 value of Lottery.com's (LTRYW) new stock purchase agreement with Generating Alpha Ltd?

Generating Alpha Ltd. has agreed to purchase up to $300 million (the Commitment Amount) of Lottery.com's fully registered, freely tradable common stock under specific terms and conditions.

What is the pricing structure for LTRYW's stock puts under the June 2025 agreement?

Under the agreement, Generating Alpha will purchase Lottery.com's shares at 94% of the Market Price, which is defined as the average VWAP of the common stock five trading days immediately preceding the Put. Each Put must be at least $20,000 and is limited to 100% of the Average Daily Trading Volume.

How many commitment shares did LTRYW issue to Generating Alpha in June 2025?

Upon execution of the agreement, Lottery.com issued a Commitment Fee of 682,410 shares of the company's common stock in the form of a prefunded Common Stock Purchase Warrant.

What are the ownership limitations for Generating Alpha in LTRYW's stock purchase agreement?

The agreement specifies that Puts are limited to the Investor (Generating Alpha) owning no more than 4.99% of the Common Stock at any given time.

What additional compensation does LTRYW provide after reaching certain investment thresholds?

After receiving $100 million of the Commitment Amount, for each subsequent $50 million tranche, Lottery.com will issue an additional 1.5% of $50 million in shares in the form of a prefunded Common Stock Purchase Warrant, calculated based on the volume weighted average price of stock on the Clearing Date of the last Put Notice.