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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 |
