UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
424(b)(5)
Filing
under Rule 424(b)(5) of the Securities Act of 1933
Filed by: Lottery.com Inc.
Subject Company: Lottery.com Inc.
Commission File Number: 333-291505
NOTICE
OF FILING UNDER RULE 424(b)(5)
Lottery.com
Inc. (the “Company”) hereby files this communication pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended, in connection with the sale of securities under the Company’s Registration Statement on Form S-3/A (File No. 333-291505).
TRANSACTION
DETAILS
| ● | Transaction
Date: December 2, 2025 |
| ● | Purchaser:
Evergreen Capital Management, LLC |
| ● | Securities
Sold: $2,875,000 of securities registered under the Form S-3/A. |
| ● | Registration
Statement: The securities sold were registered under the Registration Statement on Form
S-3/A filed with the Securities and Exchange Commission on November 24, 2025. |
ADDITIONAL
INFORMATION
The securities sold to Evergreen Capital Management, LLC were issued pursuant to the terms and conditions outlined in the Registration
Statement and the accompanying prospectus supplement. The proceeds from this transaction will be used for general corporate purposes,
as disclosed in the “Use of Proceeds” section of the prospectus supplement.
FORWARD-LOOKING
STATEMENTS
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on the current expectations of the Company’s management and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in such statements. For a detailed discussion of these risks
and uncertainties, please refer to the “Risk Factors” section of the Company’s filings with the Securities and Exchange
Commission.
CONTACT
INFORMATION
For further information, please contact:
Lottery.com Inc.
5049 Edwards Ranch, 4th Floor
Fort Worth, Texas 76109
Tel: (737) 787-3798
Legal Counsel:
Randall
Lanham, Esq.
Law Offices of Randall Lanham
1816 Kimberly Lake Dr.
Swansea, Illinois 62226
Tel: (949) 933-1964
Dated:
December 5, 2025
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated November 25, 2025)
LOTTERY.COM
INC.
$2,875,000
of Common Stock
Issued
Pursuant to our Shelf Registration Statement on Form S-3 (File No. 333-291505)
This
prospectus supplement (the “Prospectus Supplement”) relates to the issuance and sale by Lottery.com Inc. (d/b/a SEGG Media
Corporation) (the “Company,” “Lottery.com,” “we,” “us,” or “our”) of $2,875,000
of our common stock, par value $0.001 per share (“Common Stock”), to Evergreen Capital Management, LLC (the “Investor”)
pursuant to a securities purchase agreement dated December 2, 2025 (the “Purchase Agreement”).
This
offering was made pursuant to our Registration Statement on Form S-3 (File No. 333-291505), as amended, which was declared effective
by the Securities and Exchange Commission (“SEC”) on November 26, 2025 (the “Registration Statement”). This Prospectus
Supplement should be read in conjunction with the base prospectus included in the Registration Statement (the “Prospectus”)
and is qualified in its entirety by reference thereto. To the extent that any statement in this Prospectus Supplement is inconsistent
with the statements in the Prospectus, the statements in this Prospectus Supplement supersede those in the Prospectus.
THE
OFFERING
Issuer:
Lottery.com
Inc., a Delaware corporation.
Securities
Offered:
Shares
of Common Stock issued for aggregate gross proceeds of $2,875,000.
Investor:
Evergreen
Capital Management, LLC
Offering
Price and Terms:
The
Purchaser will purchase from the Company, upon the terms and conditions set forth in the Agreement, a Senior Secured Convertible Promissory
Note of the Company (the “Note”), in the aggregate principal amount of Two Million Eight Hundred Seventy-Five Thousand
U.S. Dollars ($2,875,000) (the “Principal Amount.”) The Note carries an original issue discount of Three Hundred Seventy-Five
Thousand U.S. Dollars ($375,000) (the “OID”), to cover the Purchaser’s accounting fees, due diligence fees,
monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the
principal balance of the Note. Thus, the purchase price of the Note shall be Two Million Five-Hundred Thousand U.S. Dollars ($2,500,000),
computed by subtracting the OID from the Principal Amount.
Subject
to the terms of the Agreement, for consideration of Two Million Five-Hundred Thousand U.S. Dollars ($2,500,000) in cash (the “Consideration”),
the Purchaser agrees to subscribe for and purchase from the Company on December 2, 2025 (the “Closing Date”), and
the Company agrees to issue and sell to the Purchaser, the Note. The Purchaser is irrevocably obligated to advance the Consideration,
and the Company is irrevocably obligated to accept the Consideration as follows: (a) Five Hundred Thousand U.S. Dollars ($500,000) on
or immediately following the Closing Date, and (b) Two Million U.S. Dollars ($2,000,000) immediately upon (i) the Common Shares issuable
upon conversion of the Note becoming registered under an effective registration statement, and (ii) the Company obtaining the requisite
shareholder approval authorizing the issuance of such Common Shares (“Shareholder Approval”) per Nasdaq Listing Rule
5635 requiring shareholder approval for the potential issuance of shares or securities convertible to common stock of Twenty Percent
(20%) or more of the Company’s outstanding common stock. The Consideration shall be advanced by wire transfer of immediately available
funds no later than two (2) Business Days after such effectiveness.
The
Company and the Purchaser executed this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated by the
United States Securities and Exchange Commission (the “SEC”) under the Securities Act.
Use
of Proceeds:
We
estimate that the net proceeds from this offering will be approximately $2,500,000, after deducting estimated placement fees and
offering expenses. We intend to use the net proceeds for working capital, product development, acquisitions, and other general corporate
purposes.
Plan
of Distribution:
This
offering was made directly to Evergreen Capital Management, LLC pursuant to the Purchase Agreement.
Nasdaq
Listing:
Our
Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “SEGG.”
DESCRIPTION
OF THE SECURITIES
We
issued shares of our Common Stock directly to the Investor under the Registration Statement. The rights of holders of our Common Stock
are governed by our Certificate of Incorporation, Bylaws, and Delaware law.
INCORPORATION
BY REFERENCE
This
Prospectus Supplement incorporates by reference the documents identified in the “Incorporation by Reference” section of the
Prospectus.
LEGAL
MATTERS
The
validity of the securities offered hereby is being passed upon for us by The Law Offices of Randall Lanham.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly, and current reports with the SEC at www.sec.gov.
LOTTERY.COM
INC.
Prospectus
Supplement dated December 5, 2025
