false 0001673481 0001673481 2023-11-17 2023-11-17 0001673481 LTRY:CommonStockParValue0.001PerShareMember 2023-11-17 2023-11-17 0001673481 LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member 2023-11-17 2023-11-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 17, 2023

 

Lottery.com Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   001-38508   No. 81-1996183

(State or Other Jurisdiction

of Incorporation)

 

(Commission File

Number)

 

(I.R.S. Employer

Identification No.)

 

20808 State Hwy 71 W, Unit B

Spicewood, Texas

  78669
(Address of Principal Executive Offices)   (Zip Code)

 

(737) 309-4500

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which registered

Common Stock, par value $0.001 per share   LTRY   The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $230.00   LTRYW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.

 

 

 

 
 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 17, 2023, Lottery.com Inc. (the “Company”) held a Special Meeting of its Stockholders (the “Special Meeting”). The final voting results for each item voted on at the Special Meeting are set forth below.

 

Proposal No. 1 – Nasdaq Listing Rules 5635(b) and 5635(d)

 

The Company’s stockholders approved the potential issuance of shares of our common stock, par value $0.001 per share (the “common stock”) and warrants to purchase shares of our common stock (the “warrants”) that will result in a change of control of the Company and in an amount that, in certain circumstances, may be equal to or exceed 20% of our common stock outstanding for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d) (the “Nasdaq Proposal”):

 

FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES
 
1,149,063       42,631       4,605        

 

Proposal No. 2 – Adjournment of Meeting

 

The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal (the “Adjournment Proposal”).

 

FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES
 
1,154,252       35,403       6,644        

 

Item 9.01. Financial Statements and Exhibits

 

Exhibits

 

Exhibit No.   Description
99.1   Press Release Dated November 17, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Lottery.com Inc.
     
  By: /s/ Matthew McGahan
  Name: Matthew McGahan
  Title: Interim Chief Executive Officer

 

Date: November 17, 2023