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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 5, 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
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
8.01 Other Events.
Memorandum
of Understanding
On
February 5, 2024, the Lottery.com, Inc. (the “Company” or “Lottery.com”) entered into a Memorandum of Understanding
(the “MOU”) with WA Technology Group Limited (“WATG”), whereby Lottery.com has agreed to pay WATG a total of
$500,000 US dollars in restricted common stock at a price of $3.00 per share. A second payment by Lottery.com to WATG shall be due in
five years and 2 months from the date of the definitive agreement to be signed by the parties at a later date. The total consideration
for the second payment is the equivalent of $500,000 US dollars in restricted common stock at market value on the date the second payment
is due. In addition, Lottery.com will nominate an individual (at a later date) from WATG to act as a dedicated consultant to the Company
for the purpose of expanding the Lottery.com brand, ticket sales and operations globally. In exchange, Lottery.com shall own a non-exclusive
perpetual single use license for WATG’s Lottery Player & Account Management Software (“PAM”) and WATG shall provide
its full spectrum of iGaming solutions to the Company to manage the global growth strategy of the Lottery.com brand. The parties shall
co-operate and collaborate with one another’s businesses and shall enter a more definitive agreement at a later date.
The
above described MOU will be qualified in its entirety by the forms that will be filed and attached as exhibits to the Company’s
forthcoming 10-K.
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: |
Chief Executive Officer |
|
|
|
Date: February 9, 2024 |
|
|
Exhibit
99.1
Lottery.com
Inc. Enters Into Purchase Agreement With WA.Technology to Expand Global Reach
LONDON,
Feb. 07, 2024 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”),
a leading online lottery services provider announces a software purchase agreement (the “Agreement”) with WA.Technology,
a prominent B2B iGaming solutions provider. The announcement was made at ICE London 2024.
The
Agreement, combined with an operational partnership, will expand Lottery.com’s operations across Africa, the Pacific Region, Brazil,
and other parts of Latin America, marking a new era in its global growth strategy.
Under
this alliance, WA.Technology will leverage its comprehensive iGaming platform solutions and operational expertise to support Lottery.com’s
expansion. This collaboration includes a suite of services ranging from affiliate and lead generation strategies to comprehensive legal,
compliance, regulatory, and financial management. The aim is to grow the Lottery.com brand and its earning potential in global markets
over the coming years.
The
global lottery industry is experiencing significant growth, fueled by the rise of mobile and online lottery sales. WA.Technology, with
its advanced WA.Lottery solutions, is well-positioned to assist Lottery.com in capturing new opportunities and enhancing its presence
in targeted markets.
Tim
Scoffham, CEO of WA.Technology, expressed his excitement about the partnership:
“This
is a fantastic step in the journey of WA.Technology, and we are excited to be on board with this esteemed lottery brand. We love their
vision for creating a global destination for lotteries and are thrilled that Lottery.com has chosen us to be their operational partner.
With over 200 team members worldwide, we are perfectly positioned to support and help them achieve their goals and see their vision come
to life.”
Matthew
McGahan, CEO and Chairman of Lottery.com, added:
“Our
new relationship with WA.Technology marks a pivotal moment in Lottery.com’s growth strategy, especially in the burgeoning South
American market. By leveraging WA’s operational efficiencies and proven expertise in this region, we are poised to significantly
enhance our global footprint. This collaboration allows us to concentrate more effectively on US ticket operations, the relaunch of the
WinTogether sweepstakes business, and the roll-out of Sports.com.
“We
are confident that our purchase of WA.Technology’s robust platform and its comprehensive iGaming solutions will complement our
vision for global expansion, helping to make Lottery.com a household name in the lottery domain worldwide.”
The
Agreement reflects Lottery.com’s commitment to global expansion and its ability to deliver tailored solutions in diverse global
markets. WA.Technology’s lottery vertical, WA.Lottery, offers a unique toolkit for new lottery ventures, featuring a diverse range
of over 70 global lotteries, personalized gaming options, and e-commerce platforms. These are complemented by an intelligent management
system designed to enhance user engagement and scale to meet the needs of any lottery business.
Lottery.com
Contact: ir@lottery.com
Lottery.com
is a leading technology company that is transforming how, where and when lottery is played. Its engaging mobile and online platforms
enable players and commercial partners located in the United States and internationally to remotely purchase legally sanctioned lottery
games. Fans and subscribers look to Lottery.com for compelling, real-time results on more than 800 lottery games from more than 40 countries.
Additionally, through WinTogether.org, Lottery.com is fundamentally changing how non-profit donors are incentivized to action by gamifying
charitable giving. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new
demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. For more
information, visit http://www.lottery.com.
About
WA.Technology
WA.Technology
is a B2B iGaming solutions provider offering a state-of-the-art iGaming WA.Platform, bespoke turnkey solutions, standalone products,
and expert iGaming services across various verticals including WA.Sports, WA.Casino, WA.Fantasy, WA.Lottery, and WA.Poker. WA.Platform
is a fully scalable and customizable solution encompassing over 70 game providers, 6800+ games, and more than 80 payment methods. For
more information, visit watechnology.com or contact hello@watechnology.com.
Important
Notice Regarding Forward-Looking Statements
This
press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). All statements, other than statements of present or historical fact included in this press release, regarding the company’s
future financial performance, as well as the company’s strategy, future operations, revenue guidance, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on
management’s current expectations and assumptions about future events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required by applicable law, Lottery.com disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date
of this press release. Lottery.com cautions you that these forward-looking statements are subject to numerous risks and uncertainties,
most of which are difficult to predict and many of which are beyond the control of Lottery.com. In addition, Lottery.com cautions you
that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal
proceedings that may be instituted against Lottery.com; (ii) Lottery.com’s ability to maintain effective internal controls over
financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating
to segregation of duties with respect to, and access controls to, its financial record keeping system, and Lottery.com’s accounting
staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to Lottery.com’s dependence
on its intellectual property and the risk that Lottery.com’s technology could have undetected defects or errors; (v) changes in
applicable laws or regulations; (vi) risks related to the COVID-19 pandemic and its effect directly on Lottery.com and the economy generally;
(vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that
Lottery.com may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve
its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com
with the SEC under the heading “Risk Factors” and the other documents filed, or to be filed, by Lottery.com with the SEC.
Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect,
actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning
these and other factors that may impact the operations and projections discussed herein can be found in the reports that Lottery.com
has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov.
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|
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|
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|
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