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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 20,
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)
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
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 9, 2025, Lottery.com Inc. (“Lottery.com” or “the
Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of its
common stock failing to maintain a minimum bid price of $1.00 over the previous thirty consecutive business days,
the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Listing Rule”).
On
June 20, 2025, Lottery.com received a letter from Nasdaq determining that as a result of the Company’s common stock closing at
a bid price at or above $1.00 for twenty consecutive business days from May 21 through June 18, 205, the Company has regained
compliance with the Bid Price 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.
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:
June 23, 2025
