Lottery.com files Form 12b-25 for late Q3 2025 10-Q report

Rhea-AI Filing Summary

Lottery.com Inc. filed a Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 will be filed late. The company explains that it has had difficulty completing and obtaining required financial and other reporting information without unreasonable effort and expense. Lottery.com states that it plans to file the September 30, 2025 Form 10-Q on or before the fifth calendar day following the prescribed due date, using the standard extension period available for a late quarterly report.

Insights

Equity & Disclosure Analyst

Lottery.com (LTRYW) reports a short delay in its Q3 2025 10-Q filing.

Lottery.com Inc. has filed a Form 12b-25 indicating its Form 10-Q for the quarter ended September 30, 2025 will not be filed on time. The reason given is difficulty completing and obtaining required financial and other reporting information without unreasonable effort and expense, which can indicate operational or reporting-process strain.

The company states that it plans to file this Form 10-Q on or before the fifth calendar day after the original due date, which is the standard grace period allowed for quarterly reports. The filing also includes forward-looking statement language about its ability to file during the extension period, underscoring that actual timing depends on completing the necessary information.

For investors, this type of notification typically signals a modest governance or reporting risk rather than a confirmed financial issue. The actual impact will depend on the contents of the delayed Form 10-Q for the quarter ended September 30, 2025 once it is filed.

FAQ

Why did Lottery.com Inc. (LTRYW) file a Form 12b-25?

Lottery.com Inc. filed a Form 12b-25 because it could not complete its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 within the prescribed time, citing difficulty in completing and obtaining required financial and other reporting information without unreasonable effort and expense.

Which filing by Lottery.com Inc. (LTRYW) is being delayed?

The delayed filing is Lottery.com Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

When does Lottery.com Inc. plan to file the delayed Q3 2025 Form 10-Q?

Lottery.com Inc. states that it plans to file its Form 10-Q for the quarter ended September 30, 2025 on or before the fifth calendar day following the prescribed due date, using the standard extension period for quarterly reports.

What reason did Lottery.com give for the late Q3 2025 10-Q filing?

The company reports delays due to its difficulty in completing and obtaining required financial and other reporting information within the prescribed time period without unreasonable effort and expense.

Does the Form 12b-25 say anything about changes in Lottery.coms results of operations?

The form includes the standard question about whether a significant change in results of operations is anticipated in the earnings statements to be included in the delayed report, but the excerpt does not provide any narrative explanation of such a change.

What forward-looking statements does Lottery.com include in this Form 12b-25?

The company includes forward-looking statements regarding its ability to file a Quarterly Report on Form 10-Q during the extension period, noting that actual results could differ materially due to various risk factors identified in its most recent Form 10-K, Form 10-Q, and other SEC filings.

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Accepted by SEC EDGAR 11/17/2025 - 06:14 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-38508

CUSIP NUMBER: 54570M306

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: September 30, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

For the Transition Period Ended: ________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Lottery.com Inc.

Full Name of Registrant

N/A

Former Name if Applicable

5049 Edwards Ranch Rd, 4^th Floor

Address of Principal Executive Office (Street and Number)

Fort Worth, Texas 76109

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

	(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	☒	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III— NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.

The registrant has experienced delays in completing its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, within the prescribed time period due to its difficulty in completing and obtaining required financial and other reporting information without unreasonable effort and expense.

The registrant does plan to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, on or before the fifth day following the prescribed due date.

PART IV — OTHER INFORMATION

Name and telephone number of person to contact in regard to this notification:

Rob Stubblefield		(737)		787-3798
(Name)		(Area code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No.

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Forward-looking Statements

This Form 12b-25 includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the Company’s ability to file the June 30, 2025 Quarterly Report on Form 10-Q during the extension period. Such forward-looking statements are based on assumptions about many important factors, which could cause actual results to differ materially from those in the forward-looking statements, including those risks identified in the Company’s most recent Form 10-K and Form 10-Q and other SEC filings. Unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

Lottery.com Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 14, 2025	By	/s/ Robert J. Stubblefield
	Name:	Robert J. Stubblefield
	Title:	Chief Financial Officer