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

Rhea-AI Filing Summary

Lottery.com has regained compliance with Nasdaq's minimum bid price requirement after its stock maintained a closing bid price above $1.00 for twenty consecutive business days from May 21 through June 18, 2025. This development follows a previous notice of non-compliance received on May 9, 2025.

Key details:

• The company has successfully addressed its violation of Nasdaq Listing Rule 5450(a)(1)
• Nasdaq has officially closed the compliance matter
• Trading symbols: LTRY (Common Stock) and LTRYW (Warrants)
• Warrants are exercisable at $230.00 per share

The company maintains its status as an emerging growth company and continues to face various risks, including concerns about internal accounting controls, capital resources, and ability to continue as a going concern. The filing was signed by CEO Matthew McGahan on June 23, 2025.

Positive

• Company regained compliance with Nasdaq's minimum bid price requirement ($1.00) after maintaining closing bid prices above $1.00 for twenty consecutive business days

Negative

• None.

Insights

Securities Listing Specialist

Lottery.com regains Nasdaq compliance after maintaining $1+ share price for 20 days, removing immediate delisting threat.

This 8-K filing reveals a significant positive development for Lottery.com as the company has successfully regained compliance with Nasdaq's Listing Rule 5450(a)(1), which requires maintaining a minimum bid price of $1.00. After falling below this threshold and receiving a deficiency notice on May 9, 2025, the company's shares closed at or above $1.00 for twenty consecutive business days (May 21-June 18, 2025), satisfying Nasdaq's requirements.

The resolution of this compliance issue eliminates a substantial risk that had been hanging over the company. When companies fail to maintain compliance with exchange listing requirements, they face potential delisting, which typically results in migration to less liquid over-the-counter markets. Such moves generally lead to reduced institutional ownership, analyst coverage, and often more challenging access to capital markets.

While this regulatory hurdle has been cleared, investors should note the filing's forward-looking statements section, which references ongoing challenges including "the Company's ability to continue as a going concern" and "ability to secure additional capital resources." These disclosures suggest that while the immediate listing concern has been resolved, the company may still face underlying operational and financial challenges.

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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.

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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: June 23, 2025

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FAQ

Why did LTRYW receive a Nasdaq compliance letter in June 2025?

LTRYW received a compliance determination letter from Nasdaq on June 20, 2025, because the company regained compliance with the Bid Price Listing Rule by maintaining a closing bid price at or above $1.00 for twenty consecutive business days from May 21 through June 18, 2025.

When did LTRYW first receive the Nasdaq non-compliance notice?

LTRYW initially received a non-compliance notice from Nasdaq on May 9, 2025, because its common stock failed to maintain a minimum bid price of $1.00 over the previous thirty consecutive business days, violating Nasdaq Listing Rule 5450(a)(1).

What is the exercise price for LTRYW warrants?

According to the filing, LTRYW warrants have an exercise price of $230.00 per share, with each warrant being exercisable to purchase one share of common stock.

Is Lottery.com (LTRYW) considered an emerging growth company?

Yes, according to the 8-K filing, Lottery.com is marked as an emerging growth company, as indicated by the checked box in the filing.

Who is the current CEO of Lottery.com (LTRYW)?

Matthew McGahan is the current Chief Executive Officer (Principal Executive Officer) of Lottery.com, as evidenced by his signature on the 8-K filing dated June 23, 2025.