Lottery.com (SEGG) warns of delayed Q2 2025 10-Q but plans quick filing

Rhea-AI Filing Summary

Lottery.com Inc. has filed a notification that it will be late filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company cites difficulty in completing and obtaining required financial and other reporting information without unreasonable effort and expense. Lottery.com plans to file the Form 10-Q on or before the fifth calendar day following the original due date, as permitted under SEC Rule 12b-25. The company also indicates it does not anticipate a significant change in results of operations compared with the same period last year.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-38508

CUSIP NUMBER: 54570M207

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: June 30, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

For the Transition Period Ended: ________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Lottery.com Inc.

Full Name of Registrant

N/A

Former Name if Applicable

5049 Edwards Ranch Rd, 4^th Floor

Address of Principal Executive Office (Street and Number)

Fort Worth, Texas 76109

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

	(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	☒	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III— NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.

The registrant has experienced delays in completing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, within the prescribed time period due to its difficulty in completing and obtaining required financial and other reporting information without unreasonable effort and expense.

The registrant does plan to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, on or before the fifth day following the prescribed due date.

		PART IV — OTHER INFORMATION
Name and telephone number of person to contact in regard to this notification:
Rob Stubblefield		(650)		823-3727
(Name)		(Area code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No.

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Forward-looking Statements

This Form 12b-25 includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the Company’s ability to file the June 30, 2025 Quarterly Report on Form 10-Q during the extension period. Such forward-looking statements are based on assumptions about many important factors, which could cause actual results to differ materially from those in the forward-looking statements, including those risks identified in the Company’s most recent Form 10-K and Form 10-Q and other SEC filings. Unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

Lottery.com Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025	By	/s/ Robert J. Stubblefield
	Name:	Robert J. Stubblefield
	Title:	Chief Financial Officer

FAQ

Why did Lottery.com Inc. (SEGG) file a late 10-Q notice for June 30, 2025?

Lottery.com Inc. filed a late filing notice because it experienced delays in completing and obtaining required financial and other reporting information needed for its Form 10-Q for the quarter ended June 30, 2025, and determined it could not file on time without unreasonable effort and expense.

When does Lottery.com Inc. expect to file its Q2 2025 Form 10-Q?

Lottery.com Inc. states that it plans to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 on or before the fifth calendar day following the prescribed due date, consistent with the extension allowed under Rule 12b-25.

Does Lottery.com Inc. expect significant changes in results in the delayed Q2 2025 report?

In the notification, Lottery.com Inc. indicates that it does not anticipate that any significant change in results of operations from the corresponding period of the last fiscal year will be reflected in the earnings statements in the delayed Form 10-Q.

What SEC rule is Lottery.com Inc. relying on for the Q2 2025 10-Q extension?

Lottery.com Inc. is relying on Rule 12b-25, which allows a company to extend the filing deadline for a quarterly report by up to five calendar days when the report cannot be filed on time without unreasonable effort or expense.

Who signed Lottery.com Inc.’s late filing notice for the June 30, 2025 quarter?

The notification of late filing for the quarter ended June 30, 2025 was signed on behalf of Lottery.com Inc. by Robert J. Stubblefield, the company’s Chief Financial Officer.

Does the Lottery.com Inc. (SEGG) late filing notice include forward-looking statements?

Yes. The notice states that it includes forward-looking statements, including regarding the company’s ability to file the June 30, 2025 Form 10-Q during the extension period, and it refers readers to the risk factors in its most recent Form 10-K and Form 10-Q and other SEC filings.