Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed in the Lottery.com Inc. (the “Company”) Notification of Late Filing on Form 12b-25, filed with the Securities
and Exchange Commission (the “SEC”) on August 16, 2022, the Company has not yet finalized its review of its financial statements
or its assessment of the impact of the findings of the ongoing review of the Company’s internal accounting controls on its historical
financial statements or for the financial statements for the quarters ended June 30, 2022 or September 30, 2022, and is therefore unable
to file its Quarterly Reports on Form 10-Q for the periods ended June 30, 2022 or September 30, 2022.
On
November 28, 2022, the Company received a notice (the “Notice”), dated November 16, 2022, from the Nasdaq Stock Market LLC
(“Nasdaq”) indicating that, as a result of an additional delinquency in the timely filing of the Company’s Form 10-Q
for the period ended September 30, 2022, as well as not having timely filed the Form 10-Q for the period ended June 30, 2022, with the
SEC, (collectively, the “10-Q’s”) the Company is remains out of compliance with Nasdaq Listing Rule 5250(c)(1) (the
“Listing Rule”), which requires timely filing of all required periodic financial reports with the SEC.
The
Company is working toward filing the Form 10-Q’s as soon as practicable, but was unable to file them by the prescribed due date.
As
a result of the delinquencies, the Company must submit an update to its original plan to regain compliance with the Listing Rule.
Additionally,
the Notice indicated that under the Nasdaq Listing Rules, a company normally has 60 calendar days to submit a plan to regain compliance,
but that the Nasdaq staff has determined to shorten the deadline for the Company to submit its plan to December 1, 2022, pursuant to
the staff’s discretionary authority set forth in Nasdaq Listing Rule 5101.
While
the Company can provide no assurances as to timing, the Company plans to file the Form 10-Q’s as soon as practicably possible to
regain compliance with the Listing Rule.
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.