false
0001673481
0001673481
2025-07-02
2025-07-02
0001673481
LTRY:CommonStockParValue0.001PerShareMember
2025-07-02
2025-07-02
0001673481
LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member
2025-07-02
2025-07-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 2, 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)
309-4500
(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 |
|
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.
Item
8.01. Other Events.
Lottery.com
Inc. (the “Company” or the “Registrant”) would like to inform and confirm that there is no Lottery.com 2023 Incentive
Award Plan (“2023 Plan”). Any reference to a 2023 Plan in filings with the Securities Exchange Commission from October of
2023 to April of 2025 is misstated and should instead reference “The Lottery.com 2021 Incentive Award Plan” (the
“2021 Plan”). This is to confirm the
only Incentive Award Plan for the Company is “The Lottery.com 2021 Incentive Award Plan” which was approved by the shareholders
and registered by the Company on Form S-8 dated April 6, 2022. All Awards granted from October of
2023 were granted in accordance with the 2021 Plan.
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 |
July
3, 2025
