Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 11, 2022, Matthew Clemenson, the Chief Revenue Officer (the “CRO”) of Lottery.com Inc. (the “Company”),
provided a notice of resignation, with immediate effect. The Company accepted his resignation from all positions he held, including as
a director, officer, and employee of the Company and all of its subsidiaries and affiliates. At this time, the duties of the CRO will
be assumed by the Company’s management team.
As
previously announced on July 6, 2022, the Company is working with outside counsel with respect to the matters that are the subject
of an independent investigation and named an Interim Chief Financial Officer. In connection with the appointment of the Interim
Chief Financial Officer, the Company initiated a review of its cash balances and related disclosures as well as its revenue
recognition processes and other internal accounting controls. The review has led the Company to preliminarily conclude that it has
overstated its available unrestricted cash balance by approximately $30 million and that, relatedly, in the prior fiscal year, it
improperly recognized revenue in the same amount. The Company, in consultation with its outside advisors, is currently
validating its preliminary conclusion, assessing any impact on previously issued financial reports, and has begun to institute
appropriate remedial measures.
Forward
Looking Statements
This
Current Report on Form 8-K (the “Form 8-K”) contains statements that constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of present or historical fact included in this Form 8-K, regarding
Lottery.com’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When
used in this Form 8-K, the words “could,” “should,” “will,” “may,”
“believe,” “anticipate,” “intend,” “estimate,” “preliminary,”
“expect,” “project,” “initiatives,” “continue,” 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. The forward-looking
statements speak only as of the date of this Form 8-K or as of the date they are made. 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
Form 8-K are subject to risks and uncertainties, including but not limited to, any future findings of the ongoing independent
investigation, any future findings from ongoing review of the Lottery.com’s internal accounting controls, additional
examination of the preliminary conclusions of such investigation and review, and those additional risks and uncertainties discussed
under the heading “Risk Factors” in the Form 10-K filed by Lottery.com with the Securities and Exchange Commission (the
“SEC”) on April 1, 2022, and the other documents filed, or to be filed, by Lottery.com with the SEC. 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. Should one or more of the risks or uncertainties described in this Form 8-K materialize or
should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any
forward-looking statements. 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 Form 8-K.