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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): August 28, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 28, 2025, Lottery.com Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”)
with the Secretary of State of the State of Delaware to amend the Company’s Third
Amended and Restated Certificate of Incorporation to effect,
effective as of 5:30 p.m. Eastern Time on August 28, 2025, a 1-for-10 reverse stock split (the “Reverse Stock Split”) of
its common stock, par value $0.001 per share (“Common Stock”). At the effective time of the Reverse Stock Split, every ten(10)
shares of Common Stock either issued and outstanding or held as treasury stock was automatically reclassified into one new share of Common
Stock. The total number of shares of Common Stock authorized for issuance did not change as a result of the Reverse Stock Split. The
Reverse Stock Split was approved by the Company’s stockholders at the Company’s 2024 annual meeting of its stockholders held
virtually on February 20, 2025 (the “Annual Meeting”) and approved by the board of directors of the Company (the “Board”)
on August 13, 2025. The Common Stock will open for trading on The Nasdaq Stock Market LLC (“Nasdaq”) on a reverse split-adjusted
basis on August 29, 2025, under the existing trading symbol “SEGG.”
The
new CUSIP number for the Common Stock following the Reverse Stock Split is 54570M306. The par value per share of Common Stock will remain
unchanged at $0.001. The Company’s publicly traded warrants will continue to be traded on Nasdaq under the symbol “LTRYW”
and the CUSIP number for the warrants will remain unchanged.
In
addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Common Stock underlying
the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants
and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise,
grant and acquisition prices of such equity awards and warrants, as applicable.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive
fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment (without interest or deduction) in lieu thereof
at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per
share of Common Stock on Nasdaq on August 28, 2025, the date of the effective time of the Reverse Stock Split.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Lottery.com Inc.’s Third Amended and Restated Certificate of Incorporation. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
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 |
September
5, 2025
