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

Rhea-AI Filing Summary

Royce & Associates LP filed Amendment No. 11 to Schedule 13G disclosing its position in OneWater Marine Inc. (NYSE: ONEW) as of 30 Jun 2025.

• Beneficial ownership: 1,480,000 Class A shares
• Ownership percentage: 9.07 % of the outstanding class
• Sole voting power: 1,480,000 shares; shared voting power: 0
• Sole dispositive power: 1,480,000 shares; shared dispositive power: 0
• Filer classification: Investment Adviser (IA); organized in New York
• Securities held in the ordinary course; filing states no intention to influence control of the issuer

The disclosure keeps Royce below the 10 % threshold that would trigger a Schedule 13D but well above the 5 % threshold that mandates reporting. While the filing does not reveal whether the stake has increased or decreased, it confirms continued, significant institutional ownership that may provide liquidity support and market confidence for ONEW without signaling activist engagement.

Positive

• Royce & Associates holds 9.07 % of OneWater Marine, underscoring continued institutional confidence and potential voting support.

Negative

• None.

Insights

Securities Analyst

TL;DR: 9.07 % stake shows solid institutional backing; no control intent—neutral, but supportive signal.

Royce & Associates controls nearly one-tenth of ONEW’s float with full voting and dispositive authority, yet expressly disclaims activist motives. The size is large enough to matter—crossing 5 % can influence trading liquidity and shareholder votes—yet remains below the 10 % level that often attracts heightened regulatory and market scrutiny. Because the position is reported under 13G rather than 13D, it implies a passive, long-only orientation. For investors, the filing suggests steady institutional sponsorship rather than an imminent strategic shift at OneWater. Absent information on purchase timing or cost basis, the impact on valuation is muted. Overall, market effect is neutral-to-slightly positive, chiefly by demonstrating continued professional interest in the name.

Corporate Governance Specialist

TL;DR: Passive 9 % holding raises governance visibility but lacks activist pressure—impact limited.

Royce’s sole voting power over 1.48 M shares gives it meaningful voice in proxy matters, yet the certification disclaims any intent to influence control. This reduces the probability of governance confrontations or board nominations tied to this stake. The detailed exhibit clarifies informational barriers within the Franklin Resources group, limiting coordination with other affiliates—important under SEC aggregation rules. From a governance standpoint, the filing neither introduces new risk nor catalytic change; it simply updates share counts. Investors should monitor future amendments for upward drift toward, or past, the 10 % mark, which would mandate a 13D and signal potential strategic engagement.

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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 22, 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		SEGG		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 1.01 Entry into a Material Definitive Agreement.

Share Purchase and Sale Agreement with DotCom Ventures Inc.

On July 22, 2025, Lottery.com Inc., currently conducting business under the name “SEGG Media Corporation” (collectively the “Company” or “SEGG Media”) entered into a Share Purchase and Sale Agreement (the “Agreement”) with DotCom Ventures Inc. (“DVI”) which outlines the intent of the Company to purchase the entire issued share capital and assets including the domain names concerts.com and ticketstub.com from DVI. The Closing of the initial controlling interest in DVI is expected to occur on or before July 25, 2025.

The Agreement calls for SEGG Media to pay DVI Five Million Dollars ($5,000,000) as consideration for Majority Interest (51%). The parties a mutually agree that at Closing, the Company shall have the option at its sole discretion to pay DVI the Purchase Price as follows: (i) in cash; (ii) as Payment-In-Kind (as defined below) equivalent to the Purchase Price; or (iii) a combination of cash and Payment-In-Kind (as defined below) equivalent to the Purchase Price. The term “Payment-In-Kind shall be defined as restricted stock units of common shares of SEGG Media to be applied towards the Purchase Price at a fixed price of Three Dollar USD ($3.00) per share (the “Fixed Price”) irrespective of the trading price of SEGG Media stock at the execution of this Agreement or the Closing Date. At Closing, in the event that the Company elects to make a Payment-In-Kind for any portion of the Purchase Price, the Company shall cause to be issued to Seller the equivalent in restricted stock units of common shares in Lottery.com to be applied towards the Purchase Price. Seller shall receive the Payment-In-Kind within three business days following the Closing Date. Any Payment-In-Kind made as part of the consideration to satisfy any portion of the Purchase Price shall carry full piggyback registrations rights for the benefit of Seller.

In the event the closing price of the restricted stock units of common shares in SEGG Media to be issued to Seller as Payment-In-Kind at Closing is lower than the Fixed Price at the close of trading on April 30, 2026 (the “Reprice Date”), then the Fixed Price will be adjusted downward to the VWAP of the common stock for the five (5) consecutive trading days immediately preceding the Reprice Date (the “Market Price”). Accordingly, Buyer will be obligated to tender Seller additional restricted stock units of common shares in SEGG to true up the difference between the Fixed Price and the Market Price (the “True-Up”).

At Closing, Seller will grant to Buyer the right to purchase the balance of the issued and outstanding shares of common stock of DVI held by Seller in excess of the Subject Shares as follows (the “Option”): (i) Ten Thousand (10,000) shares for One Million Dollars ($1,000,000.00) cash by not later than December 31, 2025; (ii) Fifteen Thousand (15,000) shares for One Million Five Hundred Thousand Dollars ($1,500,000.00) cash by not later than May 31, 2026; (iii) Five Thousand (5,000) shares for Five Hundred Thousand Dollars ($500,000.00) cash by not later than December 31, 2025; and (iv) Nineteen Thousand (19,000) shares for Two Million Dollars ($2,000,000.00) in either shares or cash by not later than December 31, 2025 (the “Final Payment”). The Final Payment will be made by Buyer in cash or stock or a combination of both at the election of Buyer; provided that the issuance price of any such shares of LTRY common stock will be at the VWAP of the common stock for the five (5) consecutive trading days immediately preceding the exercise date. At Closing, the Option will be deemed to be coupled with an interest and irrevocable, except that a portion of the Option will be revoked automatically upon the expiration of the funding deadlines set forth above without full payment of the corresponding funding obligation to Seller.

The Agreement will be qualified in its entirety by the forms that will be filed and attached as exhibits to the Company’s forthcoming 10-Q.

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 22, 2025

FAQ

How many OneWater Marine (ONEW) shares does Royce & Associates own?

The firm reports 1,480,000 Class A shares under sole beneficial ownership.

What percentage of ONEW’s outstanding shares does this stake represent?

Royce & Associates’ position equals 9.07 % of the outstanding Class A shares.

Does Royce & Associates have activist intentions toward OneWater Marine?

No. The Schedule 13G filing and certification state the shares are held in the ordinary course without intent to influence control.

What filing type did Royce & Associates use for this disclosure?

The firm filed an Amendment No. 11 to Schedule 13G, indicating a passive investment.

Why is a 13G filing significant for investors?

Crossing the 5 % ownership threshold triggers SEC disclosure, providing transparency about major, potentially influential shareholders.