Grundlæggende statistik
| LEI | 5493007X22HUUM7DN509 |
| CIK | 1673481 |
SEC Filings
SEC Filings (Chronological Order)
| June 3, 2026 |
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): May 26, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of In |
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| May 22, 2026 |
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): May 21, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Comm |
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| May 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M306 (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: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| May 5, 2026 |
Exhibit 10.73 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) JAMES MACLAURIN of The Branches, Clandon Road, Send, Woking, GU23 7LA (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading as SEGG M |
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| May 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2026 Sports Entertainment Gaming Global Corporation (Exact name of Registrant as specified in its charter) Delaware 001-38508 No. 81-1996183 (State or |
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| May 5, 2026 |
Exhibit 10.76 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) CRIMSON SWORDBLADE LIMITED a private company incorporated and registered in England and Wales with company number 05235325 whose registered office address is a |
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| May 5, 2026 |
Exhibit 10.72 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) ANDREW WEBB of The Cottage, Linersh Wood, Bramley, Guildford, Surrey, GU5 0EE (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading a |
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| May 5, 2026 |
Exhibit 10.74 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) JACK CLARKE of Villa 1, Al Reem 1, Arabian Ranches, Dubai, UAE (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading as SEGG MEDIA an |
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| May 5, 2026 |
Exhibit 99.1 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On February 17, 2026, Sports Entertainment Gaming Global Corporation (the “Company” or “SEGG”) completed its acquisition of a controlling interest in Veloce Esports Limited (“Veloce”), a private company incorporated in England and Wales (“Veloce”). Upon completion of the acquisit |
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| May 5, 2026 |
Exhibit 10.71 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) DARRYL EALES of Grey Mill, Grey Mill Lane, Wootton Wawen, Warwickshire, B95 6HL (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading |
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| May 5, 2026 |
Exhibit 10.70 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) DANIEL BAILEY of Mulberry Barn, Church Lane, Rotherfield Peppard, Henley on Thames, Oxfordshire, RG9 5JL (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GL |
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| May 5, 2026 |
Exhibit 10.75 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) MPA CREATIVE LIMITED a private company incorporated and registered in England and Wales with company number 06726508 and whose registered office address is c/o |
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| April 28, 2026 |
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): April 27, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of |
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| April 28, 2026 |
SEGG Media Exclusively Partners with Polymarket to Power Sports.com Predict Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SEGG Media Exclusively Partners with Polymarket to Power Sports.com Predict ● Integrates Polymarket’s leading prediction technology directly into Sports.com Predict. ● Enables a real-time, rapidly scalable sports prediction platform for SEGG Media ahead of the 2026 FIFA World Cup. ● Provides a robust technology |
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| April 23, 2026 |
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): April 17, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M306 (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: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| March 26, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Sports Entertainment Gaming Global Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0. |
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| March 26, 2026 |
As filed with the Securities and Exchange Commission on March 26, 2026 As filed with the Securities and Exchange Commission on March 26, 2026 Registration No. |
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| March 26, 2026 |
LOTTERY.COM 2021 INCENTIVE PLAN Exhibit 4.6 LOTTERY.COM 2021 INCENTIVE PLAN 1. Establishment of the Plan; Effective Date; Duration. (a) Establishment of the Plan; Effective Date. Lottery.com Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Lottery.com 2021 Incentive Plan,” as amended from time to time (the “Plan”). The Plan permits the grant of Incentive Stock |
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| March 18, 2026 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 16, 2026, between Sports Entertainment Gaming Global Corporation, a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made p |
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| March 18, 2026 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2026, between SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WH |
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| March 18, 2026 |
SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.2 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA |
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| March 18, 2026 |
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): March 16, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of |
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| March 18, 2026 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Sports Entertainment Gaming Global Corporation 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 March 16, 2026 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Sports Entertainment Gaming Global Corporation, a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) p |
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| March 2, 2026 |
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): February 25, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction |
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| February 23, 2026 |
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): February 17, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction |
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| February 19, 2026 |
Sports Entertainment Gaming Global Corporation Up to $5,572,584 Filed Pursuant to Rule 424(b)(5) Registration No. 333-291505 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2025) Sports Entertainment Gaming Global Corporation Up to $5,572,584 On February 18, 2026, we entered into a certain Equity Distribution Agreement (“ATM Agreement”) with Dawson James Securities, Inc. as sales agent (“Dawson”) relating to the “at-the-market” sale of shares of our co |
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| February 19, 2026 |
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): February 18, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction |
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| February 19, 2026 |
Sports Entertainment Gaming Global Corporation COMMON STOCK EQUITY DISTRIBUTION AGREEMENT Exhibit 1.1 Sports Entertainment Gaming Global Corporation $5,572,584 COMMON STOCK EQUITY DISTRIBUTION AGREEMENT February 18, 2026 Dawson James Securities, Inc. 101 North Federal Highway Boca Raton, Florida 33432 Ladies and Gentlemen: Sports Entertainment Gaming Global Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Dawson James Securities, Inc., |
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| February 10, 2026 |
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): February 9, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction o |
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| February 10, 2026 |
Exhibit 99.1 |
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| February 9, 2026 |
Sports Entertainment Gaming Global Corporation Up to $5,572,584 Filed Pursuant to Rule 424(b)(5) Registration No. 333-291505 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2025) Sports Entertainment Gaming Global Corporation Up to $5,572,584 On February 9, 2026, we entered into a certain [at the market] Equity Distribution Agreement (“ATM Agreement”) with Dawson James Securities, Inc. as sales agent (“Dawson”) relating to the sale of shares of our com |
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| February 2, 2026 |
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 26, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction o |
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| January 30, 2026 |
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 27, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction o |
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| January 30, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOTTERY.COM INC. January 23, 2026 Lottery.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corporation |
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| January 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 23, 2026 |
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 22, 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 F |
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| January 20, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of January 16, 2026, between Lottery.com Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the |
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| January 20, 2026 |
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 20, 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 F |
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| January 20, 2026 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway Boca Raton, Florida 33432 January 16, 2026 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Lottery.com Inc., a Delaware corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placem |
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| January 20, 2026 |
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 F |
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| January 20, 2026 |
Lottery.com Inc. Announces Closing of Registered Direct Public Offering Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 Lottery.com Inc. Announces Closing of Registered Direct Public Offering FORTH WORTH, TX Lottery.com Inc. dba: SEGG Media Corporation (Nasdaq: SEGG, LTRYW) (“SEGG Media” or “the Company”), today announced that it completed a registered direct offering of 2,449,857 shares of its common stock, for gross proceeds o |
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| January 20, 2026 |
Lottery.com Inc. 2,449,857 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-291505 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2025) Lottery.com Inc. 2,449,857 Shares of Common Stock We are offering 2,449,857 shares of our common stock, par value $0.001 per share (the “Shares”) at a price of $0.70 per share, to investors pursuant to this prospectus supplement and the accompanying prospectus, and a securitie |
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| January 20, 2026 |
Lottery.com Inc. Announces Closing of Registered Direct Public Offering Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 Lottery.com Inc. Announces Closing of Registered Direct Public Offering FORTH WORTH, TX Lottery.com Inc. dba: SEGG Media Corporation (Nasdaq: SEGG, LTRYW) (“SEGG Media” or “the Company”), today announced that it completed a registered direct offering of 2,449,857 shares of its common stock, for gross proceeds o |
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| January 6, 2026 |
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 5, 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 Fi |
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| December 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 5, 2025 |
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 1 |
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| December 4, 2025 |
Exhibit 10.61 |
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| December 4, 2025 |
Exhibit 10.60 |
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| December 4, 2025 |
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): December 2, 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 F |
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| December 1, 2025 |
SEGG Media Announces Leadership Changes to Drive Growth Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SEGG Media Announces Leadership Changes to Drive Growth Fort Worth, Texas Lottery.com Inc. DBA: SEGG Media Corporation (Nasdaq: SEGG, LTRYW) (“SEGG Media” or “the Company”) today has taken the next step in its growth strategy by announcing changes to its leadership structure. The Company’s Board of Directors (t |
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| December 1, 2025 |
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): November 30, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission File (I.R.S. Emplo |
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| November 26, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3/A (Form Type) 333-291505 Lottery. |
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| November 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 81-1996183 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification |
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| November 25, 2025 |
November 25, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| November 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 81-1996183 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification |
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| November 25, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3/A (Form Type) 333-291505 Lottery. |
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| November 20, 2025 |
Exhibit 10.41 |
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| November 20, 2025 |
Exhibit 10.40 |
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| November 20, 2025 |
Exhibit 10.27 |
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| November 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lot |
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| November 20, 2025 |
Exhibit 10.43 |
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| November 20, 2025 |
Amendment to the Stock Purchase Agreement Exhibit 10.35 Amendment to the Stock Purchase Agreement June 12, 2025 This Amendment amends the Stock Purchase Agreement by and between Lottery.com Inc. (“Lottery”) and Generating Alpha Ltd. dated as of November 13, 2024 (the “Stock Purchase Agreement” or “SPA”). All capitalised terms used in this Amendment and not otherwise defined shall have the meanings attributed to them in the Stock Purchase |
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| November 20, 2025 |
Exhibit 10.42 |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M306 (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: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| November 13, 2025 |
Exhibit 10.27 |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 81-1996183 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 5049 E |
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| November 13, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Lottery.com Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Register |
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| October 16, 2025 |
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): October 16, 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 F |
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| October 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery |
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| October 15, 2025 |
Exhibit 10.51 |
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| October 15, 2025 |
Exhibit 10.50 |
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| October 15, 2025 |
Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin |
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| October 15, 2025 |
LOTTERY.COM INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Exhibit 10.40 LOTTERY.COM INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Employ |
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| September 30, 2025 |
Amendment to the Stock Purchase Agreement Exhibit 10.60 Amendment to the Stock Purchase Agreement June 12, 2025 This Amendment amends the Stock Purchase Agreement by and between Lottery.com Inc. (“Lottery”) and Generating Alpha Ltd. dated as of November 13, 2024 (the “Stock Purchase Agreement” or “SPA”). All capitalised terms used in this Amendment and not otherwise defined shall have the meanings attributed to them in the Stock Purchase |
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| September 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporati |
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| September 5, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOTTERY.COM INC. August 25, 2025 Lottery.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corpora |
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| September 5, 2025 |
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 Fi |
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| August 19, 2025 |
Asset Purchase Agreement between Lottery.com and Galaxy Racer Holdings Ltd dated as of July 30, 2025 Exhibit 10.6 |
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| August 19, 2025 |
Exhibit 10.74 |
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| August 19, 2025 |
Subscription Agreement between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025 Exhibit 10.7 |
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| August 19, 2025 |
Exhibit 10.73 |
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| August 19, 2025 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery. |
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| August 19, 2025 |
Exhibit 10.72 |
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| August 19, 2025 |
Deed of Adherence between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025 Exhibit 10.71 |
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| August 19, 2025 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| August 19, 2025 |
Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin |
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| August 19, 2025 |
Share Purchase and Sale Agreement between Lottery.com and DotCom Ventures Inc. dated July 22, 2025 Exhibit 10.40 SHARE PURCHASE AND SALE AGREEMENT This SHARE PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of July 22, 2025 (the “Effective Date”), by, between, and among LOTTERY.COM INC., a corporation organized and existing under the laws of the State of Delaware, and having its principal office at 5049 Edwards Road, 4th Floor, Fort Worth, Texas 76109 (“Buyer” or “LTRY” |
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| August 15, 2025 |
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 ☐ Trans |
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| August 7, 2025 |
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): July 30, 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 |
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| August 7, 2025 |
Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SEGG Media Completes $10 Million Acquisition of GXR World Sports Platform Transaction Rounds Out $20 Million Month for Company Fort Worth, Texas SEGG Media Corporation (NASDAQ: SEGG, LTRYW) (“SEGG Media” or the “Company”), a leading technology company owning Sports.com, Concerts.com, and Lottery.com, today anno |
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| July 22, 2025 |
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): June 22, 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 |
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| July 16, 2025 |
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): June 11, 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 |
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| July 7, 2025 |
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): July 7, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission File (I.R.S. Employer o |
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| July 3, 2025 |
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): July 2, 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 |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 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 Fil |
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| June 23, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In |
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| June 23, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 20, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I |
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| June 10, 2025 |
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): June 10, 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 |
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| June 6, 2025 |
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): June 5, 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 |
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| June 6, 2025 |
Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 LOTTERY.COM AND SPORTS.COM BOOST BRAND VISIBILITY THROUGH STRATEGIC EXPANSION IN INDYCAR Extended Partnership with Louis Foster Secures Branding and Marketing Through the End of the 2025 NTT INDYCAR Series Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading tec |
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| May 23, 2025 |
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): May 20, 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 |
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| May 23, 2025 |
Exhibit 10.1 |
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| May 23, 2025 |
Exhibit 10.2 |
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| May 21, 2025 |
Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin |
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| May 21, 2025 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Employ |
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| May 21, 2025 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.c |
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| May 21, 2025 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| May 16, 2025 |
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: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| May 14, 2025 |
As filed with the Securities and Exchange Commission on May 14, 2025 As filed with the Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 14, 2025 |
May 14, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| May 14, 2025 |
CutLER LAW GROUP M. Richard Cutler, Esq Admitted in California & Texas Corporate Securities Law May 14, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed May 14, 2025 File No. 333-286503 Gentlemen and Ladies: As you are aware we represent Lottery.com, Inc. |
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| May 13, 2025 |
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): May 13, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385 |
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| May 13, 2025 |
Executive Clawback Policy effective December 1, 2023 Exhibit 97.1 |
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| May 9, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 9, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco |
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| May 8, 2025 |
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): May 7, 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 N |
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| May 8, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco |
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| May 7, 2025 |
As filed with the Securities and Exchange Commission on May 7, 2025 As filed with the Securities and Exchange Commission on May 7, 2025 Registration No. |
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| May 7, 2025 |
CutLER LAW GROUP May 7, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 25, 2025 File No. 333-286503 Gentlemen and Ladies: Please be advised that we represent Lottery.com, Inc. (the “Company”) with respect to the above-referenced filing. We are in r |
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| May 5, 2025 |
May 5, 2025 Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Road, 4th Floor Fort Worth, Texas 76109 Re: Lottery.com Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 25, 2025 File No. 333-286503 Dear Matthew McGahan: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by am |
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| May 2, 2025 |
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): May 2, 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 N |
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| April 25, 2025 |
As filed with the Securities and Exchange Commission on April 24, 2025 As filed with the Securities and Exchange Commission on April 24, 2025 Registration No. |
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| April 24, 2025 |
CutLER LAW GROUP PAGE 1 OF 1 April 24, 2025 Securities and Exchange Commission 100 F. |
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| April 22, 2025 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM I |
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| April 22, 2025 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| April 22, 2025 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| April 22, 2025 |
Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow |
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| April 22, 2025 |
Exhibit 10.30 |
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| April 22, 2025 |
Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame |
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| April 21, 2025 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM INC |
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| April 21, 2025 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| April 21, 2025 |
Exhibit 10.30 |
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| April 21, 2025 |
Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow |
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| April 21, 2025 |
Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame |
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| April 21, 2025 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| April 16, 2025 |
April 16, 2025 Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Road, 4th Floor Fort Worth, Texas 76109 Re: Lottery.com Inc. Registration Statement on Form S-1 Filed April 11, 2025 Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2025 File No. 333-286503 Dear Matthew McGahan: Our initial review of your registration statement indicates that it fails i |
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| April 15, 2025 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Primary Offering: Common Stock, par value $0. |
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| April 15, 2025 |
As filed with the Securities and Exchange Commission on April 14, 2025 As filed with the Securities and Exchange Commission on April 14, 2025 Registration No. |
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| April 11, 2025 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0. |
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| April 11, 2025 |
As filed with the Securities and Exchange Commission on April 11, 2025 As filed with the Securities and Exchange Commission on April 11, 2025 Registration No. |
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| April 11, 2025 |
Exhibit 10.31 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 13th day of November 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Lottery.com Inc., a Delaware company with principal executive offices at 5049 Edwards Ranch Road, 4th Floor, Fort Worth, Texas 76109 (the “Company”). WHEREAS, the parties desire that, |
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| April 9, 2025 |
Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat |
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| April 9, 2025 |
Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame |
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| April 9, 2025 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| April 9, 2025 |
Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware |
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| April 9, 2025 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| April 9, 2025 |
Exhibit 10.30 |
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| April 9, 2025 |
Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| April 9, 2025 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| April 1, 2025 |
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: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| March 11, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In |
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| March 11, 2025 |
Press Release Dated March 6, 2025 Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 LOTTERY.COM INC ENTERS INTO STOCK PURCHASE AGREEMENT WITH PLUSEVO LTD. NEW TECHNOLOGY PLATFORM TO SUPPORT GLOBAL LOTTERY EXPANSION Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports entertainment, announces that |
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| March 7, 2025 |
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): March 6, 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 |
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| February 24, 2025 |
Submission of Matters to a Vote of Security Holders 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): February 20, 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 |
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| February 12, 2025 |
Soccerex Sponsorship Agreement Dated February 6, 2025 Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SPORTS.COM ENTERS INTO MULTI-YEAR PARTNERSHIP AGREEMENT WITH SOCCEREX COMPANY EYES THE POTENTIAL FOR UK FOOTBALL CLUB ACQUISITION Fort Worth, Texas – Sports.com, a global leader in digital sports entertainment and a key brand of Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), announces |
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| February 12, 2025 |
Press Release Dated February 11, 2025 Exhibit 10.2 |
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| February 12, 2025 |
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): February 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of |
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| February 10, 2025 |
CUTLER LAW GROUP PAGE 1 OF 1 February 10, 2025 Securities and Exchange Commission 100 F. |
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| February 10, 2025 |
CUTLER LAW GROUP PAGE 1 OF 1 February 10, 2025 Securities and Exchange Commission 100 F. |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 17, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 10, 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 F |
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| January 16, 2025 |
As filed with the Securities and Exchange Commission on January 15, 2025 As filed with the Securities and Exchange Commission on January 15, 2025 Registration No. |
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| January 15, 2025 |
CutLER LAW GROUP January 6, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 Filed December 26, 2024 File No. 333-281925 Gentlemen and Ladies: Lottery.com Inc. hereby withdraws Post-Effective Amendment No. 1 to its Form S-1 Registration Statement, |
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| December 26, 2024 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0. |
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| December 26, 2024 |
As filed with the Securities and Exchange Commission on December 26, 2024 Post-Effective Amendment No. |
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| December 26, 2024 |
EX-10.26 2 ex10-26.htm Exhibit 10.26 Dated 8 August 2023 Amendment and Restatement Agreement in respect of a Loan Agreement originally dated 26 July 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower Table of Contents Page 1. Definitions and Interpretation 1 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Representations and |
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| December 26, 2024 |
Exhibit 10.31 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 13th day of November 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Lottery.com Inc., a Delaware company with principal executive offices at 5049 Edwards Ranch Road, 4th Floor, Fort Worth, Texas 76109 (the “Company”). WHEREAS, the parties desire that, |
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| December 20, 2024 |
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): December 20, 2024 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 |
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| December 16, 2024 |
Changes in Registrant's Certifying Accountant 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): November 15, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer o |
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| December 16, 2024 |
Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. Exhibit 10.60 |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lot |
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| December 16, 2024 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| November 29, 2024 |
Entry into a Material Definitive Agreement 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): November 13, 2024 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 |
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| November 15, 2024 |
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: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| November 14, 2024 |
DE:6V80 / LOTTERY COM INC / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment SC 13G/A 1 d851843dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lottery.com Inc (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 54570M116 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| November 14, 2024 |
EX-99.1 2 d851843dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Lottery.com I |
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| November 14, 2024 |
LTRY / Lottery.com Inc. / Citadel Securities GP LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2427250d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Lottery.com Inc. (Name of Issuer) Common stock, $0.001 par value per share (the “Shares”) (Title |
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| November 1, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): October 28, 2024 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 F |
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| October 15, 2024 |
October 15, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| October 10, 2024 |
As filed with the Securities and Exchange Commission on October 10, 2024 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. |
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| October 8, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration No. |
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| September 27, 2024 |
September 27, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| September 26, 2024 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0. |
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| September 26, 2024 |
Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow |
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| September 26, 2024 |
Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame |
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| September 26, 2024 |
September 26, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| September 26, 2024 |
Exhibit 10.30 |
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| September 26, 2024 |
As filed with the Securities and Exchange Commission on September 25, 2024 As filed with the Securities and Exchange Commission on September 25, 2024 Registration No. |
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| September 25, 2024 |
CutLER LAW GROUP M. Richard Cutler, Esq Corporate Securities Law Admitted in Texas September 25, 2024 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Registration Statement on Form S-1 Filed September 24, 2024 File No. 333-281925 Gentlemen and Ladies: Please be advised that we represent Lottery.com, Inc. (the “Company” |
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| September 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385 |
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| September 20, 2024 |
September 13, 2024 United States Securities and Exchange Commission Division of Corporate Finance 100 F St NE Washington, DC 20549 Re: Lottery. |
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| September 19, 2024 |
September 19, 2024 Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Rd., 4th Floor Fort Worth, Texas 76109 Re: Lottery.com Inc. Registration Statement on Form S-1 Filed September 4, 2024 File No. 333-281925 Dear Matthew McGahan: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending you |
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| September 13, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 11, 2024 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 |
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| September 4, 2024 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0. |
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| September 4, 2024 |
Exhibit 10.30 |
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| September 4, 2024 |
Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame |
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| September 4, 2024 |
Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow |
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| September 4, 2024 |
As filed with the Securities and Exchange Commission on September 3, 2024 As filed with the Securities and Exchange Commission on September 3, 2024 Registration No. |
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| September 3, 2024 |
Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Dated 11 September 2023 Share purchase agreement amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin |
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| September 3, 2024 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| September 3, 2024 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| September 3, 2024 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num |
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| August 29, 2024 |
Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Lottery.com Inc. (the “Company” or the “Registrant”) entered into a Stock Purchase Agreement (the “Agreement”) effective September 28, 2023, with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”). Nook with its |
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| August 20, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 14, 2024 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 Fi |
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| August 20, 2024 |
Press Release Dated August 20, 2024 Exhibit 10.3 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM FINALIZES AGREEMENT TERMS FOR S&MI LTD ACQUISITION LONDON, August 20, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider, is pleased announce it has finalized terms for the acquisition of S&MI Ltd. (“S&MI”), the innovative t |
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| August 20, 2024 |
Press Release Dated August 14, 2024 Exhibit 10.2 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669-6824 LOTTERY.COM FINALIZES ACQUISITION OF S&MI LTD LONDON, August 14, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider announces the finalization of the acquisition of S&MI Ltd., the technology company behind the SportLocker brand and app, |
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| August 20, 2024 |
Share Purchase and Sale Agreement Exhibit 10.1 |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery. |
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| August 15, 2024 |
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, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 17, 2024 LOTTERY. |
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| June 6, 2024 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| June 6, 2024 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| June 6, 2024 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| June 6, 2024 |
Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Dated 11 September 2023 Share purchase agreement amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin |
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| June 4, 2024 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| June 4, 2024 |
Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat |
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| June 4, 2024 |
Exhibit 10.30 |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| June 4, 2024 |
Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame |
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| June 4, 2024 |
Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow |
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| June 4, 2024 |
Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware |
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| June 4, 2024 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| June 4, 2024 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| May 20, 2024 |
Amendment 1 to Nook Holdings Share Purchase Agreement Exhibit 10.51 |
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| May 20, 2024 |
Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.c |
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| May 20, 2024 |
Nook Holdings Share Purchase Agreement Exhibit 10.50 |
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| May 15, 2024 |
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: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| May 13, 2024 |
Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM ANNOUNCES APPOINTMENT OF NEW STRATEGIC FINANCIAL ADVISER TO ACCELERATE AND EXPAND GLOBAL REACH AND ACQUISITION STRATEGY NYC, May 13, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW), a leading technology company transforming how, where, and when lottery and sports media content is delivered, today |
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| May 13, 2024 |
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): May 6, 2024 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 N |
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| May 1, 2024 |
LOTTERY.COM, INC. NOMINATES WARREN MACAL TO ITS BOARD OF DIRECTORS Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM, INC. NOMINATES WARREN MACAL TO ITS BOARD OF DIRECTORS AUSTIN, Texas – April, 22, 2024 – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in the lottery and gaming sector, is pleased to announce the nomination of Warren Macal to its Board of D |
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| May 1, 2024 |
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): April 29, 2024 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 Fil |
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| April 10, 2024 |
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): April 9, 2024 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 |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM INC |
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| April 3, 2024 |
Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat |
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| April 3, 2024 |
Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow |
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| April 3, 2024 |
Exhibit 10.30 |
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| April 3, 2024 |
Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware |
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| April 3, 2024 |
Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame |