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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): January 16, 2026
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)
787-3798
(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 $2,300.00 |
|
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.
On
January 16, 2026, Lottery.com Inc. (the “Company”) entered into a Placement Agency Agreement (the “Placement Agency
Agreement”) with Dawson James Securities, Inc. (“Dawson”), pursuant to which the Company engaged Dawson to serve as
the placement agent, on a reasonable “best efforts” basis, in connection with a registered public offering (the “Offering”)
of an aggregate of 2,449,857 shares of the Company’s common stock, par value $0.001 (“Common Stock”). The offering
price per share of Common Stock is $0.70. The offering price was determined based on the average closing price for the five trading
days prior to January 16, 2026. The closing of the Offering occurred on January 20, 2026.
The
Placement Agent agreed to use its reasonable best efforts to arrange for the sale of Common Stock. The Company agreed to pay the
Placement Agent a placement agent fee in cash equal to 7.00% of the gross proceeds from the sale of Common Stock in this Offering.
The Company also agreed to reimburse the Placement Agent for all reasonable expenses related to this Offering, including reasonable
and necessary fees of legal counsel, not to exceed $50,000, subject to prior written approval by the Company’s CFO.
The
Offering resulted in gross proceeds to the Company of approximately $1.7 million. The Company intends to use the net proceeds from the
Offering, for working capital, potential acquisitions, and general corporate purposes.
The
Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, including liabilities under the Securities Act of 1933, as amended, other obligations of
the parties, and termination provisions.
The
Company also entered into a securities purchase agreement with certain investors in the Offering (the “Purchase Agreement”).
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, other obligations of the parties, and termination provisions.
The
Placement Agency Agreement and the Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agent Agreement and the
Purchase Agreement are qualified in their entirety by reference to such exhibits.
Item 8.01 Other Events.
On
January 20, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) |
Exhibit
No. |
|
Description. |
| |
1.1 |
|
Placement Agency Agreement, dated January 16, 2026, between Lottery.Com Inc. and Dawson James Securities Inc. |
| |
5.1 |
|
Opinion of ArentFox Schiff LLP |
| |
10.1 |
|
Form of Securities Purchase Agreement |
| |
99.1 |
|
Press Release, dated January 20, 2026 |
| |
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/
Robert J. Stubblefield |
| |
Name: |
Robert
J. Stubblefield |
| |
Title: |
Interim Chief Executive Officer |
January
20, 2026
