Current Report Filing (8-k)
November 09 2022 - 6:01AM
Edgar (US Regulatory)
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2022-11-04
2022-11-04
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2022-11-04
2022-11-04
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LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf11.50Member
2022-11-04
2022-11-04
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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):
November 4, 2022
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) |
(512) 592-2451
(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 |
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The Nasdaq Stock Market LLC |
Warrants to purchase one share of common stock, each at an exercise price of $11.50 |
|
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 November 4, 2022, Richard Kivel, a member of the Board, and a member
of the Audit Committee notified the Board of his resignation from the Board, effective immediately. Mr. Kivel indicated that his decision
to resign was related to recent Board and CEO practices and other matters outlined in his resignation letter (the “Kivel Resignation
Letter”).
The foregoing description of Mr. Kivels’ resignation is qualified
in its entirety by reference to the text of the Kivel Resignation Letter filed as Exhibit 17.1 and incorporated herein by reference.
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 the Company’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,”
“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. The Company 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 the Company.
In addition, the Company 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 from ongoing review of the Company’s internal accounting controls, additional
examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s
ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by
Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance
with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties
discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on April 1, 2022, and the other
documents filed, or to be filed, by the Company 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 the Company 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, the Company
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.
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/ Richard
Kivel |
|
Name: |
Richard Kivel |
|
Title: |
Director |
Date: November 4, 2022
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