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

Rhea-AI Filing Summary

Lottery.com, Inc. effected a 1-for-10 reverse stock split of its common stock, effective 5:30 p.m. Eastern Time on August 28, 2025. Under the Reverse Stock Split, every ten shares of common stock issued and outstanding or held in treasury were automatically reclassified into one new share, while the total number of authorized shares remained unchanged. The split was approved by shareholders at the company’s 2024 annual meeting on February 20, 2025, and by the board on August 13, 2025. The company stated the common stock will open for trading on Nasdaq on August 29, 2025, on a reverse split-adjusted basis under the existing trading symbol SEGG.

Positive

• Reverse split completed and effective as of August 28, 2025, demonstrating the company followed required corporate approvals
• Shareholder and board approval documented: approved at the 2024 annual meeting and by the board on August 13, 2025
• Trading continuity maintained: common stock to trade on Nasdaq on a split-adjusted basis under existing symbol SEGG

Negative

• None.

Insights

Financial Analyst

TL;DR: Company executed a 1-for-10 reverse split; share count consolidated but authorized shares unchanged; trading resumes on Nasdaq under SEGG.

The filing discloses a corporate action that reduces the number of outstanding and treasury shares by a 10-to-1 ratio without changing authorized share capacity. This is a capitalization adjustment reflected in the amended certificate of incorporation and implements the board- and shareholder-approved plan. The filing is procedural and does not include accompanying financial results, debt changes, or equity financing details. As presented, the split changes per-share metrics mechanically but conveys no direct cash impact disclosed in this document.

Corporate Governance Expert

TL;DR: Reverse split was approved by shareholders and board; amendment to charter completed and executed by CEO.

The company filed a Certificate of Amendment to effect the reverse split and confirmed corporate approvals: shareholder vote at the annual meeting and board approval on August 13, 2025. The document is signed by the CEO, indicating formal execution. The filing does not disclose any change in authorized shares or other charter provisions beyond the split, nor does it include rationale, shareholder communications, or anticipated corporate actions tied to the split.

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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

FAQ

What did Lottery.com (SEGG) disclose in the 8-K?

The company disclosed a 1-for-10 reverse stock split effective August 28, 2025, with trading on Nasdaq adjusted on August 29, 2025.

When was the reverse split approved for SEGG?

The reverse split was approved by shareholders at the annual meeting held virtually on February 20, 2025 and by the board on August 13, 2025.

Did the reverse split change the number of authorized shares for Lottery.com?

No. The filing states the total number of authorized shares did not change as a result of the reverse split.

Who signed the 8-K for Lottery.com?

The filing is signed by Matthew McGahan, Chief Executive Officer of Lottery.com Inc.