Form 8-K - Current report
25 August 2023 - 6:05AM
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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): August 18, 2023
LOTTERY.COM
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38508 |
|
81-1996183 |
(State of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS Employer
ID No.) |
20808
State Hwy 71W, Unit B
Spicewood,
Texas 78669
(Address
of Principal Executive Offices)
(512)
592-2451
(Registrant’s
Telephone Number including Area Code)
Not
Applicable
(Former
name or 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:
☐ |
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 |
|
LTRYW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
August 18, 2023, Lottery.com Inc. (the “Company”) entered into an amendment (the “Amendment”) to its amended
and restated loan agreement, dated as of August 8, 2023 (as amended, the “UCIL Loan Agreement”), with United Capital Investments
London Limited (“UCIL”), to make certain technical amendments to the conversion mechanics therein to comply with Nasdaq’s
listing rules relating to stockholder voting rights.
The
foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment, which is filed
herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
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. |
|
|
|
Date:
August 24, 2023 |
|
|
|
By: |
/s/ Matthew McGahan |
|
Name: |
Matthew McGahan |
|
Title: |
Interim
Chief Executive Officer and Chair of the Board |
Exhibit
10.1
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. |
Amendments
to the Loan Agreement |
1 |
4. |
Confirmations |
3 |
5. |
Representations
and Warranties |
3 |
6. |
Costs
and Expenses |
3 |
7. |
Incorporation
of Terms |
3 |
8. |
Counterparts |
3 |
9. |
Governing
Law |
3 |
10. |
Enforcement |
3 |
This
Agreement is dated August 18, 2023 and made between:
(1) | United
Capital Investments London Limited,
a company
existing under the laws of England and Wales, company registration number 10490012, having
its registered office at: 18 (2nd Floor) Savile Row, London, England, W1S 3PW,
the United Kingdom (the “Lender”); and |
| |
(2) | Lottery.com,
INC, a company existing under the laws of the State of Delaware, having its registered
office at: 20808 State Hwy. 71W, Unit B, Spicewood, Texas 78669, the United States (the “Borrower”). |
Whereas:
(A) | Reference
is made to the loan agreement dated 26 July 2023 (as amended and restated on 8 August 2023)
and made between the Lender and the Borrower (as may be further amended, restated, supplemented,
varied or extended from time to time, the “Loan Agreement”). |
| |
(B) | The
Parties wish to amend the Loan Agreement on the terms and subject to the conditions set out
in this Agreement. |
| |
(C) | It
is intended that this Agreement takes effect as a deed notwithstanding the fact that a party
may only execute this Agreement under hand. |
It
is agreed as follows:
1. | Definitions
and Interpretation |
| (a) | Save
as defined in this Agreement, words and expressions defined in the Loan Agreement shall have
the same meanings in this Agreement. |
| | |
| (b) | Clauses
1.2 through 1.7 and 19 (Third Party rights) of the Loan Agreement shall be deemed
to be incorporated into this Agreement, save that references in the Loan Agreement to “this
Agreement” shall be construed as references to this Agreement. |
In
this Agreement the following expressions shall have the following meanings:
“Effective
Date” means the date of this Agreement.
2. | Definitions
and Interpretation |
| (a) | Save
as defined in this Agreement, words and expressions defined in the Loan Agreement shall have
the same meanings in this Agreement. |
| | |
| (b) | Clauses
1.2 (Construction) and 1.3 (Third Party rights) of the Loan Agreement shall
be deemed to be incorporated into this Agreement save that references in the Loan |
3. | Amendments
to the Loan Agreement |
3.1 | Pursuant
to the terms of the Loan Agreement, each Party consents to the amendments to the Loan Agreement
contemplated by this Agreement. |
3.2 | With
effect from the Effective Date paragraphs (c) and (d) of clause 9.1 (Conversion) of
the Loan Agreement shall be deleted in their entirety and the following paragraphs (e) through
(f) (inclusive) shall be inserted to clause 9.1 (Conversion) of the Loan Agreement
instead: |
| “(c) | Unless
paragraph (f) applies, at any time while common stock shares of the Borrower are registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Lender may not hold more than 4.99% of the issued and outstanding common stock shares
of the Borrower (the “Disclosure Threshold”), without acknowledging and
agreeing that holding beneficial ownership above the Disclosure Threshold shall require disclosure
requirements pursuant to Nasdaq and SEC rules by Borrower. |
| | |
| (d) | The
Borrower shall not issue or sell any Shares (including shares of common stock underlying
the Warrant) pursuant to this Agreement and the Lender shall not purchase or acquire any
Shares pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate
number of Shares that could be issued pursuant to this Agreement and the transactions contemplated
hereby would exceed such number of shares equal to 19.99% of the Shares issued and outstanding
immediately prior to the execution of this Agreement, which number of shares shall be reduced,
on a share-for-share basis, by the number of shares issued or issuable pursuant to any transaction
or series of transactions (including any warrants or other securities convertible into Shares)
that may be aggregated with the transactions contemplated by this Agreement under applicable
rules of Nasdaq (such maximum number of shares, the “Exchange Cap”), unless
the Borrower’s stockholders have approved the issuance of Shares pursuant to this Agreement
in excess of the Exchange Cap in accordance with the applicable rules of Nasdaq. The Exchange
Cap shall apply during the life of the Agreement notwithstanding whether the Shares remain
listed on Nasdaq. |
| | |
| (e) | The
Parties further acknowledge that: |
| (i) | the
Borrower may not issue or sell any Shares if such sale would result in violation of any Nasdaq
rules applicable to the Borrower or its Shares; and |
| | |
| (ii) | any
Shares issued in accordance with this Agreement or issued or issuable pursuant to any transaction
or series of transactions (including any warrants or other securities convertible into Shares)
that may be aggregated with the transactions contemplated by this Agreement under applicable
rules of Nasdaq cannot be voted on (and any such vote will be ignored) to remove the Exchange
Cap. |
| (f) | If
there is a shareholders or similar agreement executed directly or indirectly in relation
to common stock shares of the Borrower or otherwise affecting governance in relation to the
Borrower (the “Relevant SHA”) that has the effect of disapplying, varying
or otherwise affecting the Disclosure Threshold (as applicable)( such threshold calculated
taking into account the terms of a Relevant SHA, the “SHA Threshold”), then,
at any time while common stock shares of the Borrower are listed on the Nasdaq, no Lender
may hold more than the SHA Threshold without acknowledging and agreeing that holding beneficial
ownership above the SHA Threshold shall require disclosure pursuant to Nasdaq and SEC rules
by Borrower.” |
3.3 | With
effect from the Effective Date: |
| (a) | all
references in the Loan Agreement to “this Agreement” shall include the Loan Agreement
as amended by this Agreement; and |
| (b) | the
Loan Agreement and this Agreement shall be read and construed as one document and references
in the Loan Agreement and in each Transaction Document shall be read and construed as references
to the Loan Agreement as amended by this Agreement. |
3.4 | Save
as amended by this Agreement, the Loan Agreement and each Transaction Document to which it
is a party shall continue in full force and effect. |
4.1 | The
Borrower shall, at the request of the Lender, and at its own expense, do all such acts and
things necessary or desirable to give effect to the amendments effected or intended to be
effected pursuant to this Agreement. |
5. | Representations
and Warranties |
The
Borrower on the Effective Date makes the representations and warranties set out in Clause 5 (Borrower’s Representations and
Warranties) of the Loan Agreement as if references to “this Agreement” in those representations were references to this
Agreement.
The
provisions of Clause 23 (Costs) of the Loan Agreement shall apply to this Agreement as if it were expressly set out in this Agreement
with the necessary changes being made and with each reference in the Loan Agreement to “this Agreement” being construed as
references to this Agreement.
The
terms of clauses 12 (Notices), 17 (Invalidity) and 22 (Remedies) of the Loan Agreement shall be deemed to be incorporated
into this Agreement save that references in the Loan Agreement to “this Agreement” shall be construed as references to this
Agreement.
This
Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
This
Agreement and any dispute or claim arising out of or in connection with this Agreement or their subject matter, existence, negotiation,
validity, termination, enforceability or breach (including non-contractual disputes or claims) shall be governed by, and construed in
accordance with, English law.
Any
dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by the LCIA under the LCIA Rules (the “Rules”), which Rules are deemed to
be incorporated by reference into this Clause 10. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration
shall be London, the United Kingdom. The language to be used in the arbitral proceedings shall be English. The Parties agree that any
restriction in the Rules upon the nomination or appointment of an arbitrator by reason of nationality shall not apply to any arbitration
commenced pursuant to this Clause 10. Any decision under such arbitration proceedings shall be final and binding on the Parties. The
tribunal shall order an unsuccessful Party in the arbitration to pay the legal and other costs incurred in connection with the arbitration
by a successful Party. Each Party consents to be joined in the arbitration commenced under the arbitration agreement set out in this
Clause 10. For the avoidance of doubt, this Clause 10 constitutes each Party’s consent to joinder in writing for the purposes of
the Rules. Each Party agrees to be bound by any award rendered in the arbitration, to which it was joined pursuant to this Clause 10.
Each Party consents to the consolidation, in accordance with the Rules, of two (2) or more arbitrations commenced under the arbitration
agreement set out in this Clause 10. For the avoidance of doubt, this Clause 10 constitutes each Party’s agreement to consolidation
in writing for the purposes of the Rules.
This
Agreement has been entered into on the date stated at the beginning of this Agreement and executed as a deed by the Borrower and is intended
to be and is delivered by them as a deed on the date specified above.
Signatories
The
Borrower |
|
|
|
|
|
|
Executed as a deed by |
|
|
Lottery.com Inc |
|
|
|
|
/s/ Paul
Jordan |
|
By: |
Paul Jordan |
The
Lender |
|
|
|
|
|
|
Executed as a deed by |
|
|
United Capital Investments
London Limited |
|
|
|
|
/s/
Barney Battles |
|
By: |
Barney Battles |
v3.23.2
Cover
|
Aug. 18, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 18, 2023
|
Entity File Number |
001-38508
|
Entity Registrant Name |
LOTTERY.COM
INC.
|
Entity Central Index Key |
0001673481
|
Entity Tax Identification Number |
81-1996183
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
20808
State Hwy 71W
|
Entity Address, Address Line Two |
Unit B
|
Entity Address, City or Town |
Spicewood
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
78669
|
City Area Code |
(512)
|
Local Phone Number |
592-2451
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Entity Information, Former Legal or Registered Name |
Not
Applicable
|
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|
Title of 12(b) Security |
Common
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|
Trading Symbol |
LTRY
|
Security Exchange Name |
NASDAQ
|
Warrants to purchase one share of common stock |
|
Title of 12(b) Security |
Warrants
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|
Trading Symbol |
LTRYW
|
Security Exchange Name |
NASDAQ
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