UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8/A
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. ☐
EXPLANATORY
NOTE
Lottery.com
Inc. (the “Company” or the “Registrant”) is filing this Amendment to Form S-8 which was filed on October 11,
2023 (the previously filed “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Securities
Act”) shares of common stock, par value of $0.001 per share (the “Common Stock”), of the Company with the Securities
and Exchange Commission (the “SEC” or the “Commission”). This Amendment is to inform and confirm that there is
no Lottery.com 2023 Incentive Award Plan. The only Incentive Award Plan is “The Lottery.com 2021 Incentive
Award Plan” (the “2021 Plan”), which was approved by the shareholders on or about October 28, 2021 and
subsequently registered by the Company on Form S-8 dated April 6, 2022.
The
Explanatory Note of the S-8 filed on October 11, 2023 should read as follows:
“Lottery.com
Inc. (the “Company” or the “Registrant”) has filed with the Securities and Exchange Commission (the “SEC”
or the “Commission”) a registration statement on Form S-8 (this “Registration Statement”) to register under the
Securities Act of 1933, as amended (the “Securities Act”) on April 6, 2022. These 500,000 shares of common stock, par value
of $0.001 per share (the “Common Stock”), of the Company are being issued pursuant to that the
Lottery.com 2021 Incentive Award Plan (“the “2021 Plan”).”
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Certain Documents by Reference.
The
following documents filed by the Registrant with the Commission are incorporated herein by reference:
| (a) | The
Registrant’s “2021 Incentive Award Plan” Registered
with the SEC on April 6, 2022 https://www.sec.gov/Archives/edgar/data/1673481/000121390022018432/0001213900-22-018432-index.htm |
All
reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing
of such reports and documents.
Item
4. Description of Securities.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Pursuant
to our bylaws we have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the Company) by reason of the fact that such person is or was one of our directors, officers, employees or agents, or
is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s conduct was unlawful.
Our
bylaws also give us the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in our right to procure a judgment in our favor by reason of the fact that such person is or was one
of our directors, officers, employees or agents, or is or was serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to our best interests and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in
the performance of such person’s duty to us unless and only to the extent that a court of competent jurisdiction or the court in
which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem
proper.
Our
bylaws also provide that to the extent that one of our directors, officers, employees or agents has been successful on the merits or
otherwise in the defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Our
bylaws further provide that our Board of Directors may by a vote of a majority of the full Board of Directors, authorize us to purchase
and maintain insurance on behalf of any person who is or was one of our directors, officers, employees or agents, or is or was serving
at our request as a director.
Item
7. Exemption from Registration Claimed.
Not
applicable.
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 |
|
|
