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 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2024, the board of directors (the “Board of Directors”) of Lottery.com, Inc. (the “Company”) approved Mr. Warren Macal to the Board of Directors. Macal’s nomination follows the December 2023 $18 million investment commitment from Prosperity Investment Management (“PIM”), subject to due diligence. The investment commitment by PIM is aimed at accelerating Lottery.com’s strategic acquisitions and market development initiatives.
Mr. Macal, currently the Managing Director at PIM and the head of its PIM Motorsport Investment Division, brings more than 15 years of extensive experience in wealth management and strategic financial planning. Specializing in the financial needs of high-net-worth individuals and professional athletes, particularly in the motorsports arena, Macal’s expertise will be invaluable as Lottery.com continues to expand its global reach and product offerings and develops its Sports.com brand, which aims to become the premier destination for sports entertainment, offering an unparalleled array of interactive and engaging sports content.
Mr. Macal will be eligible to participate in the Company’s equity compensation plans commensurate with all other directors.
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: May 1, 2024
