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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to _________________
Commission
File Number: 001-38508
Lottery.com
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
81-1996183 |
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
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, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, $0.001 par value |
|
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
|
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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒ No
As
of August 21, 2023, 2,546,264 shares of common stock, par value $0.001 per share were issued and outstanding.
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q (this “Report”) contains 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”), including statements about the financial condition, results of operations, earnings outlook and prospects
of Lottery.com Inc. (“Lottery.com”, the “Company”, “we” or “us”). Forward-looking statements
appear in a number of places in this Report, including, without limitation, under the heading in Part I, “Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,”
“anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,”
“continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict,” “should,” “would” and other similar words and expressions, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking
statements are based on the current expectations of the management of Lottery.com and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments
will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors discussed and identified in the section entitled “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) and in this Report,
as such factors may be updated in our periodic reports filed with the Securities and Exchange Commission (the “SEC”), as
well as the following:
|
● |
The
findings of the previously disclosed Internal Investigation (as defined herein) and other matters have exposed us to a number of
legal proceedings, investigations and inquiries, resulted in significant legal and other expenses, required significant time and
attention from our senior management, among other adverse impacts. |
|
|
|
|
● |
We
and certain of our former officers are, and in the future, we or our officers and directors may become, the subject of legal proceedings,
investigations and inquiries by governmental agencies with respect to the findings of the Internal Investigation and other matters,
which could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations,
and could result in additional claims and material liabilities. |
|
|
|
|
● |
We
have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits that
could have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation. |
|
|
|
|
● |
Matters
relating to or arising from the restatement and the Internal Investigation, including adverse publicity and potential concerns from
our users, customers or others with whom we do business, have had and could continue to have an adverse effect on our business and
financial condition. |
|
|
|
|
● |
In
July 2022, we furloughed the majority of our employees and suspended our lottery game sales operations after determining that we
did not have sufficient financial resources to fund our operations or pay certain existing obligations, including our payroll and
related obligations. As a result, we may not be able to continue as a going concern. |
|
|
|
|
● |
We
need additional capital to, among other things, support and restart our operations, re-hire employees and pay our expenses. Such
capital may not be available on commercially acceptable terms, if at all. If we do not receive the additional capital, we may be
forced to curtail or abandon our plans to recommence our operations and we may need to permanently cease our operations. |
|
● |
If
we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of
operations, meet our reporting obligations or prevent fraud, and investor confidence and the trading price of our common stock and
warrants may be materially and adversely affected. |
|
|
|
|
● |
The
circumstances that led to the failure to file our annual report and quarterly reports on time, and our efforts to investigate, assess
and remediate those matters have caused and may continue to cause substantial delays in our SEC filings. |
|
|
|
|
● |
Our
inability to compete with other forms of entertainment for consumers’ discretionary time and income. |
|
|
|
|
● |
Economic
downturns, inflation, geopolitical and political and market conditions beyond our control. |
|
|
|
|
● |
Negative
events or media coverage relating to our business, our management and directors, the lottery, lottery games or online gaming or betting. |
|
|
|
|
● |
Our
inability to attract and retain users, including as a result of failing to appear in Internet search engine results. |
|
|
|
|
● |
Our
continued ability to use domain names to promote and increase the value of our brand. |
|
|
|
|
● |
Scrutiny
by stakeholders with respect to responsible gaming and ethical conduct. |
|
|
|
|
● |
Our
ability to achieve profitability and growth in the newly-developed market for online lottery games. |
|
|
|
|
● |
Our
inability to profitably expand into new markets or capitalize on new gaming and lottery industry trends and changes, such as by developing
successful new product offerings. |
|
|
|
|
● |
The
effectiveness of our marketing efforts in developing and maintaining our brand and reputation. |
|
|
|
|
● |
Failure
to offer high-quality user support. |
|
|
|
|
● |
Adverse
impacts to user relationships resulting from disruptions to our information technology. |
|
|
|
|
● |
The
vulnerability of our information systems to cyberattacks and disruptions caused with respect thereto, including an inability to securely
maintain personal and other proprietary user information. |
|
|
|
|
● |
Our
inability to adapt to changes or updates in the Internet, mobile or personal devices, or new technology platforms or network infrastructures. |
|
|
|
|
● |
The
exposure of our online infrastructure to risks relating to new and untested distributed ledger technology. |
|
|
|
|
● |
Our
inability to comply with complex, ever-changing and multi-jurisdictional regulatory regimes and other legal requirements applicable
to the gaming and lottery industries. |
|
|
|
|
● |
Geopolitical
shifts and changes in applicable laws or regulations or the manner in which they are interpreted. |
|
|
|
|
● |
Our
inability to successfully expand geographically and acquire and integrate new operations. |
|
|
|
|
● |
Our
dependence on third-party service providers to timely perform services or software component products for our gaming platforms, product
offerings and the processing of user payments and withdrawals. |
|
|
|
|
● |
Our
inability to maintain successful relationships and/or agreements with lottery organizations and other third-party marketing or service
provider affiliates. |
|
● |
Failure
of third-party service providers to protect, enforce, or defend intellectual property rights required to fulfill contractual obligations
required for the operation of our business. |
|
|
|
|
● |
The
effectiveness of our transition and compliance with the regulatory and other requirements of being a newly public company. |
|
|
|
|
● |
We
are currently not in compliance with the continued listing standards of Nasdaq and may not be able to regain compliance with Nasdaq’s
continued listing standards in the future. |
|
|
|
|
● |
Limited
liquidity and trading of our securities. |
|
|
|
|
● |
Woodford
and/or UCIL may not loan us the amounts they agreed to under their Loan Agreement. |
|
|
|
|
● |
Our
obligations under the Woodford Loan Agreement (as defined herein) are secured by a first priority security interest in substantially
all of our assets and if we were to default, they could force us to curtail or abandon our business plans and
operations. |
|
|
|
|
● |
The
issuance and sale of common stock upon conversion of the amounts owed or upon exercise of the warrants issued to Woodford and UCIL
(as defined herein) under the Loan Agreements may depress the market price of our common stock and cause substantial dilution |
|
|
|
|
● |
We
currently owe a significant amount of money under our Loan Agreements, which we may not be able to repay. |
The
risks described herein or in the “Risk Factors” sections of our other public filings referenced above are not exhaustive.
Other sections of this Report describe additional factors that could adversely affect our business, financial condition or results of
operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the
impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results
to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance.
You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake
no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
LOTTERY.COM
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
June
30, | | |
December
31, | |
| |
2023 | | |
2022 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current
assets: | |
| | | |
| | |
Cash | |
$ | 54,359 | | |
$ | 102,766 | |
Restricted
cash | |
| - | | |
| - | |
Accounts
receivable | |
| 169,482 | | |
| 208,647 | |
Prepaid
expenses | |
| 19,392,165 | | |
| 19,409,323 | |
Other
current assets | |
| 760,180 | | |
| 718,550 | |
Total
current assets | |
| 20,376,186 | | |
| 20,439,286 | |
| |
| | | |
| | |
Notes
receivable | |
| 2,000,000 | | |
| 2,000,000 | |
Investments | |
| 250,000 | | |
| 250,000 | |
Goodwill | |
| 19,590,758 | | |
| 19,590,758 | |
Intangible
assets, net | |
| 21,220,422 | | |
| 23,982,445 | |
Property
and equipment, net | |
| 73,583 | | |
| 108,078 | |
Other
long term assets | |
| 12,884,686 | | |
| 13,009,686 | |
Total
assets | |
$ | 76,395,635 | | |
$ | 79,380,253 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current
liabilities: | |
| | | |
| | |
Trade
payables | |
$ | 7,794,292 | | |
$ | 7,607,633 | |
Deferred
revenue | |
| 410,714 | | |
| 464,286 | |
Notes
payable - current | |
| 4,431,582 | | |
| 3,755,676 | |
Accrued
interest | |
| 483,644 | | |
| 484,172 | |
Accrued
and other expenses | |
| 7,266,377 | | |
| 4,626,973 | |
Other
liabilities | |
| 1,242,584 | | |
| 625,028 | |
Total
current liabilities | |
| 21,629,193 | | |
| 17,563,768 | |
| |
| | | |
| | |
Long-term
liabilities: | |
| | | |
| | |
Convertible
debt, net - non current | |
| - | | |
| - | |
Other
long term liabilities | |
| - | | |
| - | |
Total
long-term liabilities | |
| - | | |
| - | |
Commitments
and contingencies (Note 13) | |
| - | | |
| - | |
Total
liabilities | |
| 21,629,193 | | |
| 17,563,768 | |
| |
| | | |
| | |
Equity | |
| | | |
| | |
Controlling
Interest | |
| | | |
| | |
Preferred
Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding | |
| - | | |
| - | |
Common
stock, par value $0.001, 500,000,000 shares authorized, 2,527,045 issued and outstanding as of June 30, 2023 and December 31, 2022,
respectively | |
| 2,527 | | |
| 2,527 | |
Additional
paid-in capital | |
| 268,314,069 | | |
| 267,597,370 | |
Accumulated
other comprehensive loss | |
| (144,729 | ) | |
| 3,622 | |
Accumulated
deficit | |
| (215,665,735 | ) | |
| (208,187,210 | ) |
Total
Lottery.com Inc. stockholders’ equity | |
| 52,506,132 | | |
| 59,416,309 | |
Noncontrolling
interest | |
| 2,260,310 | | |
| 2,400,176 | |
Total
Equity | |
| 54,766,442 | | |
| 61,816,485 | |
| |
| | | |
| | |
Total
liabilities and stockholders’ equity | |
$ | 76,395,635 | | |
$ | 79,380,253 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
LOTTERY.COM
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
| |
2023 | | |
2022 | | |
2023
| | |
2022 | |
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023
| | |
2022 | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | 655,344 | | |
$ | 1,885,171 | | |
$ | 1,275,573 | | |
$ | 5,515,863 | |
Cost of revenue | |
| 95,683 | | |
| 1,577,239 | | |
| 130,830 | | |
| 3,961,981 | |
Gross profit | |
| 559,661 | | |
| 307,932 | | |
| 1,144,743 | | |
| 1,553,882 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Personnel costs | |
| 1,306,007 | | |
| 9,512,356 | | |
| 2,563,441 | | |
| 33,915,222 | |
Professional fees | |
| 1,112,310 | | |
| 1,219,509 | | |
| 1,852,238 | | |
| 4,357,459 | |
General and administrative | |
| 964,502 | | |
| 3,904,421 | | |
| 1,301,830 | | |
| 6,939,962 | |
Depreciation and amortization | |
| 1,392,158 | | |
| 1,297,394 | | |
| 2,797,638 | | |
| 2,671,319 | |
Total operating expenses | |
| 4,774,977 | | |
| 15,933,680 | | |
| 8,515,147 | | |
| 47,883,962 | |
Income (loss) from operations | |
| (4,215,316 | ) | |
$ | (15,625,748 | ) | |
| (7,370,404 | ) | |
$ | (46,330,080 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other expenses | |
| | | |
| | | |
| | | |
| | |
Interest (income) expense | |
| 41,142 | | |
| 71,045 | | |
| 41,165 | | |
| 75,026 | |
Other (income) expense | |
| (399 | ) | |
| (247,851 | ) | |
| 58,472 | | |
| 3,941,293 | |
Total other expenses (income), net | |
| 40,743 | | |
| (176,806 | ) | |
| 99,637 | | |
| 4,016,319 | |
| |
| | | |
| | | |
| | | |
| | |
Income tax expense (benefit) | |
| - | | |
| - | | |
| - | | |
| - | |
Net loss | |
| (4,256,059 | ) | |
| (15,448,942 | ) | |
| (7,470,041 | ) | |
| (50,346,399 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other
comprehensive loss | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment, net | |
| (34,256 | ) | |
| (10,001 | ) | |
| (148,351 | ) | |
| (11,065 | ) |
Comprehensive loss | |
| (4,290,315 | ) | |
| (15,458,943 | ) | |
| (7,618,392 | ) | |
| (50,357,464 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income attributable to noncontrolling interest | |
| 72,227 | | |
| 102,520 | | |
| 139,867 | | |
| 250,777 | |
Net loss attributable to Lottery.com Inc. | |
| (4,218,088 | ) | |
| (15,356,423 | ) | |
| (7,478,525 | ) | |
| (50,107,387 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
$ | (1.67 | ) | |
$ | (6.09 | ) | |
$ | (2.97 | ) | |
$ | (19.90 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 2,518,822 | | |
| 2,520,649 | | |
| 2,518,822 | | |
| 2,517,332 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
LOTTERY.COM
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
For
the Six Months Ended June 30, 2023 and 2022
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Income | | |
Equity | | |
Interest | | |
Equity | |
| |
Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
Accumulated Other Comprehensive | | |
Total AutoLotto Inc. Stockholders’ | | |
Noncontrolling | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Income | | |
Equity | | |
Interest | | |
Equity | |
Balance as of December 31, 2021 | |
| 50,256,317 | | |
$ | 50,256 | | |
$ | 239,358,644 | | |
$ | -148,188,138 | | |
$ | -655 | | |
$ | 91,220,107 | | |
$ | 2,780,092 | | |
$ | 94,000,199 | |
Issuance of common stock upon stock option exercise | |
| 60,116 | | |
| 60 | | |
| -60 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Issuance of common stock for legal settlement | |
| 60,000 | | |
| 60 | | |
| 241,680 | | |
| - | | |
| - | | |
| 241,740 | | |
| - | | |
| 241,740 | |
Stock based compensation | |
| - | | |
| - | | |
| 20,880,655 | | |
| - | | |
| - | | |
| 20,880,655 | | |
| - | | |
| 20,880,655 | |
Other comprehensive loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| -1,064 | | |
| -1,064 | | |
| - | | |
| -1,064 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| -34,750,964 | | |
| - | | |
| -34,750,964 | | |
| -147,557 | | |
| -34,898,521 | |
Balance as of March 31, 2022 | |
| 50,376,433 | | |
$ | 50,376 | | |
$ | 260,480,919 | | |
$ | -182,939,102 | | |
$ | -1,719 | | |
$ | 77,590,474 | | |
$ | 2,632,535 | | |
$ | 80,223,008 | |
Stock based compensation | |
| 164,473 | | |
| 164 | | |
| 6,710,089 | | |
| - | | |
| - | | |
| 6,710,253 | | |
| - | | |
| 6,710,253 | |
Other comprehensive loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| -10,001 | | |
| -10,001 | | |
| - | | |
| -10,001 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| -15,356,423 | | |
| - | | |
| -15,356,423 | | |
| -102,520 | | |
| -15,458,943 | |
Balance as of June 30, 2022 | |
| 50,540,906 | | |
$ | 50,540 | | |
$ | 267,191,008 | | |
$ | -198,295,525 | | |
$ | -11,720 | | |
$ | 68,934,303 | | |
$ | 2,530,015 | | |
$ | 71,464,317 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of December 31, 2022 | |
| 50,540,906 | | |
| 50,540 | | |
| 267,549,357 | | |
| -208,187,210 | | |
| 3,622 | | |
| 59,416,309 | | |
| 2,400,176 | | |
| 61,816,485 | |
Stock based compensation | |
| - | | |
| - | | |
| 358,349 | | |
| - | | |
| - | | |
| 358,349 | | |
| - | | |
| 358,349 | |
Other comprehensive loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| -114,095 | | |
| -114,095 | | |
| - | | |
| -114,095 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| -3,260,437 | | |
| - | | |
| -3,260,437 | | |
| -67,640 | | |
| -3,328,077 | |
Balance as of March 31, 2023 | |
| 50,540,906 | | |
$ | 50,540 | | |
$ | 267,907,706 | | |
$ | -211,447,647 | | |
$ | -110,473 | | |
$ | 56,400,126 | | |
$ | 2,332,536 | | |
$ | 58,732,662 | |
Stock based compensation | |
| - | | |
| - | | |
| 358,350 | | |
| - | | |
| - | | |
| 358,350 | | |
| - | | |
| 358,350 | |
Other comprehensive loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| -34,256 | | |
| -34,256 | | |
| - | | |
| -34,256 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| -4,218,088 | | |
| - | | |
| -4,218,088 | | |
| -72,226 | | |
| -4,290,314 | |
Balance as of June 30, 2023 | |
| 50,540,906 | | |
$ | 50,540 | | |
$ | 268,266,056 | | |
$ | -215,665,735 | | |
$ | -144,729 | | |
$ | 52,506,132 | | |
$ | 2,260,310 | | |
$ | 54,766,442 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
LOTTERY.COM
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For
the Six Months Ended June 30, 2022 and 2021
|
|
2023 |
|
|
2022 |
|
|
|
Six
Months Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net
Loss |
|
$ |
(7,478,525 |
) |
|
$ |
(50,107,387 |
) |
Adjustments
to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Loss
Attributable to noncontrolling interest |
|
|
(139,866 |
) |
|
|
(250,077 |
)
|
Depreciation
and amortization |
|
|
2,796,518 |
|
|
|
2,707,239 |
|
Issuance
of common stock for legal settlement |
|
|
- |
|
|
|
241,740 |
|
Stock
based compensation |
|
|
716,699 |
|
|
|
27,590,908 |
|
Changes
in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts
receivable |
|
|
39,165 |
|
|
|
(122,883 |
)
|
Prepaid
expenses |
|
|
17,158 |
|
|
|
2,269,527 |
|
Other
current assets |
|
|
(41,630 |
) |
|
|
(33,247 |
) |
Other
long-term assets |
|
|
125,000 |
|
|
|
(13,009,686 |
) |
Note
receivable |
|
|
- |
|
|
|
(2,000,000 |
)
|
Trade
payables |
|
|
186,659 |
|
|
|
3,722,305 |
|
Accounts
payable and accrued expenses |
|
|
2,639,404 |
|
|
|
(1,152,940 |
)
|
Deferred
revenue |
|
|
(53,572 |
) |
|
|
(644,478 |
) |
Other liabilities |
|
|
616,556 |
|
|
|
- |
|
Accrued
interest |
|
|
(528 |
) |
|
|
189,116 |
|
Other
long term liabilities |
|
|
- |
|
|
|
353 |
|
Commitments
and contingencies |
|
|
- |
|
|
|
30,000,000 |
|
Net
cash (used in) provided by operating activities |
|
|
(575,962 |
) |
|
|
(599,509 |
) |
CASH
FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase
of fixed assets |
|
|
- |
|
|
|
(18,305 |
) |
Purchase
of intangibles |
|
|
- |
|
|
|
(1,161,673 |
) |
Net
cash used in investing activities |
|
|
- |
|
|
|
(1,179,978 |
) |
CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds
from issuance of convertible debt |
|
|
675,906 |
|
|
|
- |
|
Payments
on notes payable - related parties |
|
|
- |
|
|
|
(479,096 |
)
|
Principal
payments on debt |
|
|
- |
|
|
|
- |
|
Net
cash (used in) provided by financing activities |
|
|
675,906 |
|
|
|
(479,096 |
)
|
Net
effect of exchange rate changes on Cash |
|
|
(148,351 |
)
|
|
|
(11,065 |
) |
NET
CHANGE IN NET CASH AND RESTRICTED CASH |
|
|
(48,407 |
) |
|
|
(2,269,648 |
)
|
CASH
AND RESTRICTED CASH - BEGINNING OF YEAR |
|
|
102,766 |
|
|
|
32,638,970 |
|
CASH
AND RESTRICTED CASH - END OF PERIOD |
|
$ |
54,359 |
|
|
$ |
30,369,321 |
|
Supplemental
Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
Interest
paid in cash |
|
$ |
- |
|
|
$ |
- |
|
Taxes
paid in cash |
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes are an integral part of these condensed consolidated financial statements.
LOTTERY.COM
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE
AND SIX MONTHS ENDED JUNE 30, 2023
1.
Nature of Operations
Description
of Business
Lottery.com
Inc. (formerly Trident Acquisitions Corp) (“TDAC”, “Lottery.com” or “the Company”), was formed as
a Delaware corporation on March 17, 2016. On October 29, 2021, we consummated a business combination (the “Business Combination”)
with AutoLotto, Inc. (“AutoLotto”) pursuant to the terms of a Business Combination Agreement, dated February 21, 2021 (“Business
Combination Agreement”). Following the closing of the Business Combination (the “Closing”) we changed our name from
“Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. In connection
with the Business Combination, we moved our headquarters from New York, New York to AutoLotto’s offices in Spicewood, Texas.
We
are a provider of domestic and international lottery products and services. As an independent third-party lottery game service, we offer
a platform developed and operated by us to enable the remote purchase of legally sanctioned lottery games in the U.S. and abroad (the
“Platform”). Our revenue generating activities are focused on (i) offering the Platform via the Lottery.com app and our websites
to users located in the U.S. and international jurisdictions where the sale of lottery games is legal and our services are enabled for
the remote purchase of legally sanctioned lottery games (our “B2C Platform”); (ii) offering an internally developed,
created and operated business-to-business application programming interface (“API”) of the Platform to enable commercial
partners in permitted U.S. and international jurisdictions to purchase certain legally operated lottery games from us and resell them
to users located within their respective jurisdictions (“B2B API”); and (iii) delivering global lottery data, such as winning
numbers and results, to commercial digital subscribers and providing access to other proprietary, anonymized transaction data pursuant
to multi-year contracts (“Data Service”).
We
have been a provider of lottery products and services and our business has been and continues to be subject to regulation in each jurisdiction
in which we offer the B2C Platform, or a commercial partner offers users access to lottery games through the B2B API. In addition, we
must also comply with the requirements of federal and other domestic and foreign regulatory bodies and governmental authorities in jurisdictions
in which we operate or with authority over our business. Our business is also subject to multiple other domestic and international laws,
including those relating to the transmission of information, privacy, security, data retention, and other consumer focused laws, and,
as such, may be impacted by changes in the interpretation of such laws.
On
June 30, 2021, we acquired an interest in Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto,
S.A. de C.V. (“JuegaLotto”). Aganar is authorized to operate in the licensed iLottery market in Mexico since 2007 as an online
retailer of Mexican National Lottery draw games, instant digital scratch-off games and other games of chance. JuegaLotto is authorized
by the Mexican federal regulatory authorities to sell international lottery games in Mexico.
On
July 28, 2022, the Board of Directors determined that the Company did not currently have sufficient financial resources to fund its operations
or pay certain existing obligations, including its payroll and related obligations and effectively ceased its operations furloughing
certain employees effective July 29, 2022 (the “Operational Cessation”). Subsequently, the Company has had minimal day-to-day
operations and has primarily focused its operations on restarting certain aspects of its core business (the “Plans for Recommencement
of Company Operations”).
On
November 15, 2022, the Company formed a new wholly-owned subsidiary, Sports.Com, Inc., as a Texas corporation (the “New Subsidiary”).
The New Subsidiary will share the same principal address as the Company. In connection therewith, on November 19, 2022, the Company filed
in the State of Texas a “doing business as” assumed name registration under the name, “Sports.Com”, and intends
to file additional assumed name registrations under this name in other U.S. and foreign jurisdictions.
On
April 25, 2023, as part of the Plans for Recommencement of Company Operations, the Company resumed its ticket sales operations to support
an affiliate partner through its Texas retail network.
2.
Liquidity and Going Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity
of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying
consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.
Pursuant
to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are
conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going
concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential
mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the
date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating
effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating
effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented
within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will
mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued.
The
Company has experienced recurring net losses and negative cash flows from operations and has an accumulated deficit of approximately
$216
million and a working capital of approximately negative $1.3
million at June 30, 2023. For the three months ended June 30, 2023, the Company sustained a net loss of $4.2
million. The Company had loss from operations of $4.2
million for the three months ended June 30, 2023.
The
Company has historically funded its activities almost exclusively from debt and equity financing. Management’s plans in order to
meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock
offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by
sale of its securities to provide the additional cash needed to meet the Company’s obligations through borrowings under the Woodford Loan Agreement and/or the UCIL Loan
Agreement (see Note 8.
Notes Payable ), the Plans for Recommencement of Company Operations require substantial funds to implement and there is no
assurance that the Company will be able to continue raising the required capital.
The
Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends
on its ability to execute its business plan, increase revenues, and reduce expenditures. Such conditions raise substantial doubt about
the Company’s ability to continue as a going concern.
We
will require additional financing to continue to execute on our business plan. However, there can be no assurances that we will be successful
in raising the additional capital necessary to continue operations and execute on our business plan.
3.
Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q
and Article 8 of Regulation S-X. Certain footnotes and other financial information normally required by accounting principles generally
accepted in the United States of America, or GAAP, have been condensed or omitted in accordance with such rules and regulations. In management’s
opinion, these condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial
statements and notes thereto and include all adjustments, consisting of normal recurring items, considered necessary for fair presentation.
The operating results for the three months ended June 30, 2023 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2023.
The
condensed consolidated balance sheet as of June 30, 2023 has been derived from our unaudited financial statements at that date but does
not include all disclosures and financial information required by GAAP for complete financial statements. The information included in
this quarterly report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto for the
year ended December 31, 2022, which were included in our Annual Report on Form 10-K that was filed with the Securities and Exchange Commission
on June 15, 2023 (the “Annual Report”).
Impact
of Trident Acquisition Corp. Business Combination
We
accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting
acquirer and TDAC as the accounting acquiree. This determination was primarily based on:
|
● |
former
AutoLotto stockholders having the largest voting interest in Lottery.com; |
|
|
|
|
● |
the
Board of Directors of Lottery.com having not less than 5 members, and TDAC only having the ability under the Business Combination
Agreement to nominate one member to the Board of Directors for an initial two year term; |
|
|
|
|
● |
AutoLotto
management continuing to hold executive management roles for the post-Business Combination entity and being responsible for the day-to-day
operations; |
|
|
|
|
● |
the
post-Business Combination entity assuming the Lottery.com name, which was the assumed name under which AutoLotto conducted business; |
|
|
|
|
● |
Lottery.com
maintaining the pre-existing AutoLotto headquarters; and |
|
|
|
|
● |
the
intended strategy of Lottery.com being a continuation of AutoLotto’s strategy. |
Accordingly,
the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization.
The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.
While
TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined to be the accounting acquirer, the historical
financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business
Combination. As a result, the financial statements included in the accompanying condensed consolidated financial statements reflect (i)
the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto
following the Closing; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) our equity structure for all
periods presented.
In
connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination
to reflect the number of shares of our common stock issued to AutoLotto’s stockholders in connection with the recapitalization
transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible
preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established
in the Business Combination.
Non-controlling
Interests
Non-controlling
interests represent the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments
as well as their proportionate interest in subsidiary losses and other changes in members’ equity, including translation adjustments.
Segment
Reporting
Operating
segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly
by our management in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280-10, “Segment
Reporting” (“ASC 280”), we are not organized around specific services or geographic regions. We operate in one service
line, providing lottery products and services.
Our
management uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios
to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors.
Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized
and operated as one operating and reportable segment on a condensed consolidated basis for each of the periods presented.
Concentration
of Credit Risks
Financial
instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash is placed with major financial institutions
deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits
at the financial institutions. Management believes that we are not exposed to any significant credit risk related to cash deposits.
Significant
customers are those which represent more than 10% of our revenues for each period presented, or our accounts receivable balance as of
each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as
a percentage of total net accounts receivable are as follows:
Schedule
of Total Net Accounts Receivable
| |
Revenue for the | |
| |
Six Months Ended June 30, | |
Customer | |
2023 | | |
2022 | |
Customer A | |
| 100 | % | |
| 24 | % |
Customer B | |
| - | % | |
| 8 | % |
Customer C | |
| - | % | |
| - | % |
Customer D | |
| - | % | |
| - | % |
The
customers above had no outstanding receivables as of June 30, 2023 and 2022.
Use
of Estimates
The
preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets,
liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these
estimates. We evaluate our estimates on an ongoing basis and prepare our estimates on the basis of historical experience using assumptions
we believe to be reasonable under the circumstances.
Foreign
currency translation
The
financial statements of the Company’s significant non-U.S. subsidiaries are translated into United States dollars in accordance
with ASC 830, “Foreign Currency Matters”, using period-end rates of exchange for assets and liabilities, and average rates
of exchange for the period for revenues, costs and expenses and historical rates for equity. Resulting foreign currency translation adjustments
are recorded directly in accumulated other comprehensive loss as a separate component of shareholders’ deficit. Transaction gains
and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are
included in general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss when
realized.
Cash
As
of June 30, 2023 and December 31, 2022, cash and cash equivalents were comprised of cash deposits. Certain deposits with some banks exceeded
federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions
holding its cash are of high credit quality and does not believe we are subject to unusual credit risk beyond the normal credit risk
associated with commercial banking relationships.
The
Company had no marketable securities as of June 30, 2023 and December 31, 2022.
Accounts
Receivable
Through
the various merchant providers used by us, we pre-authorize forms of payment prior to the sale of digital representation of lottery games
to minimize exposure to losses related to uncollected payments and we do not extend credit to the user of the B2C Platform or the commercial
partner of the B2B API, or its customers, in the normal course of business. We estimate our bad debt exposure each period and record
a bad debt provision for accounts receivable we believe may not be collected in full. The Company had an allowance for uncollectible
receivables of $84,520 as of June 30, 2023 and December 31, 2022.
Prepaid
Expenses
Prepaid
expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into
an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services.
The Company expenses the service as it is performed. The value of the services provided was used to value these contracts. The current
portion of prepaid expenses is included in current assets on the condensed consolidated balance sheets.
Investments
On
August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third-party business development partner representing
4% of the total outstanding shares of such company. As this investment resulted in less than 20% ownership, it was accounted for using
the cost basis method.
Property
and equipment, net
Property
and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated
useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated
useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and
improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to
other expense in the condensed consolidated statement of operations.
Depreciation
of property and equipment is computed using the straight-line method over the following estimated useful lives:
Schedule
of Depreciation of Property and Equipment
Computers and equipment | |
| 3 years | |
Furniture and fixtures | |
| 5 years | |
Software | |
| 3 years | |
Notes
Receivable
Notes
receivable consist of contracts where the Company has loaned funds to outside parties. The Company accrues interest receivable over the
term of the outstanding notes and reviews for doubtful collectability periodically but in no instance less than annually.
Leases
Right-of-use
assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities
represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation
of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period
incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily
determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will
exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Under
the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes
of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying
assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms
of 12 months or less).
Internal
Use Software Development
Software
development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are
capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will
be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing
software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities,
maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight line
basis over the estimated useful life of the software.
Software
License
Software
license represents the Company’s license agreements for third party software, which are amortized over their estimated economic
lives.
Customer
relationships
Customer
relationships are finite-lived intangible assets, which are amortized over their estimated economic lives. Customer relationships are
generally recognized as the result of business combinations.
Gaming
Licenses
The
Company incurs fees in connection with applying for and maintaining good standing in jurisdictions via business licenses. Fees incurred
in connection with the application and subsequent renewals are capitalized and amortized using the straight-line method over an estimated
useful life. These fees are capitalized and amortized over the shorter of their expected benefit under the partnership agreement or estimated
useful life.
Trademarks
and Tradenames
The
Company incurs fees in connection with applying for and maintaining trademarks and tradenames as well as trademarks and tradenames resulting
from acquisitions. Fees incurred in connection with the application and subsequent renewals are capitalized and amortized using the straight-line
method over an estimated useful life.
Domain
Name
Domain
name represents the cost incurred to purchase website domain names which are being amortized on a straight-line method over estimated
useful lives.
Impairment
of Long-Lived Assets
Long-lived
assets, except for goodwill, consist of property and equipment and finite-lived acquired intangible assets, such as internal-use software,
software licenses, customer relationships, gaming licenses, trademarks, tradenames and customer relationships. Long-lived assets, except
for goodwill and indefinite-lived assets, are tested for recoverability whenever events or changes in business circumstances indicate
that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected
undiscounted future cash flows are less than the asset’s carrying amount.
Goodwill
The
Company’s business is classified into one reporting unit. In testing goodwill for impairment, the Company has the option to begin
with a qualitative assessment, commonly referred to as “Step 0,” to determine whether it is more likely than not that the
fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not
limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial
performance and other events, such as changes in the Company’s management, strategy and primary user base. If the Company determines
that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative
goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. If the carrying amount exceeds
the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of
operations. The Company performs its impairment testing annually and when circumstances change that would more likely than not reduce
the fair value of a reporting unit below its carrying value.
Revenue
Recognition
Under
the new standard, ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), the Company
recognizes revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists; (ii) identifiable
performance obligations under the contract exist; (iii) the transaction price is determinable for each performance obligation; (iv) the
transaction price is allocated to each performance obligation; and (v) when the performance obligations are satisfied. Revenues are recognized
when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration expected
to be entitled to in exchange for those goods or services.
Lottery
game revenue
Items
that fall under this revenue classification include:
Lottery
game sales
The
Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of
the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, revenue is recognized
at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, either the user
or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery game
delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone selling
price, there is no allocation of consideration necessary.
In
accordance with ASC 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is
a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over
the specified good or service before it is transferred to the customer. The Company also assesses if it is primarily responsible for
fulfilling the promise to provide the specified good or service, has inventory risk, and has discretion in establishing the price. For
all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible
for providing the performance obligation directly to the customers and assumes fulfillment risk of all lottery game sales as it retains
physical possession of lottery game sales tickets from time of sale until the point of redemption. The Company also retains inventory
risk on all lottery game sales tickets as they are responsible for any potential winnings related to lost or unredeemable tickets at
the time of redemption. Finally, while each jurisdiction establishes the face value of the lottery ticket, representing the game sales
prices, the Company charges a separate and additional fee for the services it provides.
Affiliate
marketing credit revenue
The
Company’s performance obligation in agreements with certain customers is to transfer previously acquired affiliate marketing credits
(“credits”). Customers’ payment for these credits is priced on a per-contract basis. The performance obligation in
these agreements is to provide title rights of the previously acquired credits to the customer. This transfer is point-in-time when the
revenue is recognized, and there are no variable considerations related to this performance obligation.
Arrangements
with multiple performance obligations
The
Company’s contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue
to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices
based on the prices charged to customers.
Deferred
Revenue
The
Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.
Payment
terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment
is due is not significant. For certain products or services and customer types, management requires payment before the products or services
are delivered to the customer.
Contract
Assets
Given
the nature of the Company’s services and contracts, it has no contract assets.
Taxes
Taxes
assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected
by us from a customer, are excluded from revenue.
Cost
of Revenue
Cost
of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional
expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing
fees on user fees, including, chargebacks imposed on the Company. Non-variable costs included in cost of revenue include affiliate marketing
credits acquired on a per-contract basis.
Stock-based
Compensation
Effective
October 1, 2019, the Company adopted ASU 2018-07, Compensation – “Stock Compensation (Topic 718): Improvements to Nonemployee
Share-based Payment Accounting” (“ASC 718”), which addresses aspects of the accounting for nonemployee share-based
payment transactions and accounts for share-based awards to employees in accordance with ASC 718. Under this guidance, stock compensation
expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service
period (generally the vesting period) on the straight-line attribute method.
Net
Loss per Share
Basic
net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding
during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding
during each reporting period. As of June 30, 2023, the Company excluded 10,456
stock options, 23,417
restricted awards, 24,415
warrants, 100,000
earn out shares and 87,500
unit purchase options respectively in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses
incurred .
Recent
Accounting Pronouncements
From
time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on our accounting
and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective
date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial
position, results of operations and cash flows when implemented.
4.
Business Combination
TDAC
Combination
On
October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Business Combination Agreement. At the Closing,
each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of
the Business Combination (other than excluded shares as contemplated by the Business Combination Agreement) was canceled and converted
into the right to receive approximately 3.0058 shares (the “Exchange Ratio”) of Lottery.com. common stock.
The
Business Combination closing was a triggering event for the Series B convertible notes, of which $63.8
million was converted into 162,426
shares of AutoLotto that were then converted into 488,226
shares of Lottery.com common stock using the Exchange Ratio.
At
the Closing, each option to purchase AutoLotto’s common stock, whether vested or unvested, was assumed and converted into an option
to purchase a number of shares of Lottery.com common stock in the manner set forth in the Business Combination Agreement.
The
Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer
and TDAC as the accounting acquiree. Refer to Note 3, Significant Accounting Policies, for further details. Accordingly, the Business
Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The
net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.
The
accompanying condensed consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger
and do not include the historical results of TDAC prior to the consummation of the Business Combination.
Upon
the Closing, AutoLotto received total net proceeds of approximately $42,794,000 from TDAC’s trust and operating accounts. Total
transaction costs were approximately $9,460,000, which principally consisted of advisory, legal and other professional fees and were
recorded in additional paid in capital. Cumulative debt repayments of approximately $11,068,000, inclusive of accrued but unpaid interest,
were paid in conjunction with the close, which included approximately $5,475,000 repayment of notes payable to related parties, and approximately
$5,593,000 payment of accrued underwriter fees.
Pursuant
to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto prior to the Closing
(the “Sellers”) were entitled to receive up to 300,000
additional shares of common stock (the “Seller Earnout Shares”) and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg
(collectively the “TDAC Founders”) were also entitled to receive up to 200,000
additional shares of common stock (the “TDAC Founder Earnout Shares” and, together with the Seller Earnout Shares, the
“Earnout Shares”). None of the earnout criteria had not been met by the December 31, 2021 and 2022 deadlines set forth
in the Business Combination Agreement, thus no Seller Earnout Shares or TDAC Founder Earnout Shares were granted. As of June 30,
2023, none of the Seller Earnout Shares and TDAC Founder Earnout Shares were still eligible to be earned.
5.
Property and Equipment, net
Property
and equipment, net as of June 30, 2023 and December 31, 2022, consisted of the following:
Schedule
of Property and Equipment
|
|
June
30, |
|
|
December
31, |
|
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
Computers
and equipment |
|
$ |
125,555 |
|
|
$ |
124,199 |
|
Furniture
and fixtures |
|
|
16,898 |
|
|
|
16,898 |
|
Software |
|
|
2,026,200 |
|
|
|
2,026,200 |
|
Property
and equipment |
|
|
2,168,653 |
|
|
|
2,167,297 |
|
Accumulated
depreciation |
|
|
(2,095,070 |
) |
|
|
(2,059,219 |
) |
Property
and equipment, net |
|
$ |
73,583 |
|
|
$ |
108,078 |
|
Depreciation
expense was $11,825 for the
three months ended June 30, 2023, and was $36,277
for the three months ended June 30, 2022.
6.
Intangible assets, net
Gross
carrying values and accumulated amortization of intangible assets:
Schedule
of Finite Lived Intangible Assets Amortization Expenses
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Useful Life | | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | |
Amortizing intangible assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Customer relationships | |
| 6 years | | |
$ | 1,350,000 | | |
$ | (893,836 | ) | |
$ | 456,164 | | |
$ | 1,350,000 | | |
$ | (781,385 | ) | |
$ | 568,615 | |
Trade name | |
| 6 years | | |
| 2,550,000 | | |
| (854,723 | ) | |
| 1,695,277 | | |
| 2,550,000 | | |
| (642,222 | ) | |
| 1,907,778 | |
Technology | |
| 6 years | | |
| 3,050,000 | | |
| (1,691,944 | ) | |
| 1,358,056 | | |
| 3,050,000 | | |
| (1,437,778 | ) | |
| 1,612,222 | |
Software agreements | |
| 6 years | | |
| 14,450,000 | | |
| (7,380,278 | ) | |
| 7,069,722 | | |
| 14,450,000 | | |
| (5,968,611 | ) | |
| 8,481,389 | |
Gaming license | |
| 6 years | | |
| 4,020,000 | | |
| (1,340,000 | ) | |
| 2,680,000 | | |
| 4,020,000 | | |
| (1,005,000 | ) | |
| 3,015,000 | |
Internally developed software | |
| 2 - 10 years | | |
| 2,904,423 | | |
| (555,304 | ) | |
| 2,349,119 | | |
| 2,904,423 | | |
| (350,232 | ) | |
| 2,554,191 | |
Domain name | |
| 15 years | | |
| 6,935,000 | | |
| (1,322,916 | ) | |
| 5,612,084 | | |
| 6,935,000 | | |
| (1,091,750 | ) | |
| 5,843,250 | |
| |
| | | |
$ | 35,259,423 | | |
$ | (14,039,001 | ) | |
$ | 21,220,422 | | |
$ | 35,259,423 | | |
$ | (11,276,978 | ) | |
$ | 23,982,445 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Amortization
expense with respect to intangible assets for the three months ended June 30, 2023 and 2022 totaled $1,381,536
and $1,209,465,
respectively, and for the six months ended June 30, 2023 and 2022 totaled $2,762,571
and $2,664,928,
respectively, which is included in depreciation and amortization in the Statements of Operations.
Estimated
amortization expense for years of useful life remaining is as follows:
Schedule
of Estimated Amortization Expense
Years ending December 31 , | |
Amount | |
Remainder of 2023 | |
$ | 2,647,946 | |
2024 | |
| 4,876,562 | |
2025 | |
| 4,556,562 | |
2026 | |
| 2,570,332 | |
2027 | |
| 1,178,167 | |
Thereafter | |
| 5,390,853 | |
Total | |
$ | 21,220,422 | |
The
Company had software development costs of $476,850 related to projects not placed in service as of June 30, 2023 and December 31, 2022,
respectively, which is included in intangible assets in the Company’s consolidated balance sheets. Amortization will be calculated
using the straight-line method over the appropriate estimated useful life when the assets are put into service.
7.
Notes Receivable
On
March 22, 2022, the Company entered into a three year secured promissory note agreement with a principal amount of $2,000,000.
The note bears simple interest at the rate of approximately 3.1%
annually, due upon maturity of the note. The note is secured by all assets, accounts, and tangible and intangible property of the borrower
and can be prepaid any time prior to its maturity date. As of June 30, 2023, the entire $2,000,000
in principal was outstanding.
This
note was received in consideration for a portion of the development work that the Company performed for the borrower who had intended
to use the Company’s technology to launch its own online game in a jurisdiction outside the U.S., where the Company is unlikely
to operate.
8.
Notes Payable and Convertible Debt
Series
A Notes
From
August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate
amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties verbally
agreed to extend the maturity of the notes to December 31, 2022. The Company cannot prepay the loans without consent from the noteholders.
As of June 30, 2023, there have been no Qualified Financing events that trigger conversion. As of June 30, 2023, the remaining outstanding
balance of $771,500 is no longer convertible and has been reclassified to Notes Payable as per the agreement. Accrued interest on the
notes payable was $138,822 at June 30, 2023. These Notes Payable are in default .
Series
B Notes
From
November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors
for an aggregate amount of $8,802,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging
from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in
February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loans without consent from the
noteholders.
During
the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors
for an aggregate amount of $38,893,733. The notes bear interest at 8% per year, are unsecured, and are due and payable on dates ranging
from December 2021 to December 2022. The Company cannot prepay the loans without consent from the noteholders. As of December 31, 2021,
the Series B Convertible Notes had a balance of $0.
During
the year ended December 31, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the
principal value of the notes. The additional principal associated with the amendments totaled $3,552,114. The amendments were accounted
for as a debt extinguishment, whereby the old debt was derecognized and the new debt was recorded at fair value. The Company recorded
loss on extinguishment of $71,812 as a result of the amendment which is included in “Other expenses” on the condensed consolidated
statements of operations and comprehensive loss .
As
of October 29, 2021, all except $185,095
of the series B convertible notes were converted into 488,226
shares of Lottery.com common stock. As of June 30, 2023, the remaining outstanding balance of $185,095
is no longer convertible and has been reclassified to notes payable (See Note 3). Accrued interest on this note as of June 30, 2023
was $57,334.
Woodford
Funding
The
Company received funding that became available through Woodford Eurasia Assets, Ltd. (“Woodford”), which entered into a loan
agreement with the Company on December 7, 2022 (the “Woodford Loan Agreement”). Pursuant to the Woodford Loan Agreement,
Woodford agreed to fund up to $2.5 million, subject to certain conditions and requirements, of which approximately $976,000 has been
received to date. The parties may also mutually agree to increase the amount of the funding to $52.5 million (i.e., an additional $50
million). Amounts borrowed accrue interest at the rate of 12% per annum (22% per annum upon the occurrence of an event of default) and
are due within 12 months of the date of each loan. Amounts borrowed can be repaid at any time without penalty.
Amounts
borrowed pursuant to the Woodford Loan Agreement are convertible into the Company’s common stock, beginning 60 days after the first
loan date, at the option of the lender, at the rate of 80% of the lowest publicly available price per share of Company common stock within
10 business days of the date of the agreement (which was equal to $0.28 per share), subject to a 4.99% beneficial ownership limitation
and a separate limitation preventing the holder from holding more than 19.99% of the issued and outstanding common stock of the Company,
without the Company obtaining shareholder approval for such issuance.
Conditions
to the loan included the resignation of four of the then members of the Board of Directors (Lisa Borders, Steven M. Cohen, Lawrence Anthony
DiMatteo and William Thompson, all of which persons subsequently resigned from the Board of Directors), and the appointment of two new
directors (who have been appointed). Subsequent loans under the Woodford Loan Agreement also require our compliance with all listing
requirements, unless waived by Woodford. The Woodford Loan Agreement also allows Woodford to nominate another director to the Board of
Directors, in the event any independent member of the Board of Directors resigns.
Proceeds
of the loans can only be used by us for restarting our operations, and for general corporate purposes agreed to by Woodford.
The
Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are
customary for a transaction of this size and nature. Included in the Woodford Loan Agreement are covenants prohibiting us from (a) making
any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which may not
be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations
under the Woodford Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed
$1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares which negatively
affects Woodford; and (h) repurchasing any shares.
We
also agreed to grant warrants to Woodford to purchase 15% of the 2,546,264 issued and outstanding shares of the company’s
common stock, with an exercise price equal to the average of the Nasdaq Official Closing Price for each of the ten days prior to the
first amount being debited from the bank account of Woodford, which equates to an exercise price of $5.60 per share. In the event we
fail to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants
may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount
(i.e., will equal $4.20 per share).
As
discussed in more detail in Note 14. Subsequent Events, on July 26, 2023, the Company entered into a credit facility (the
“UCIL Credit Facility”), which is represented by a loan agreement, which was initially entered into on July 26, 2023 and
was amended and restated on August 8, 2023 (as amended and restated, the “UCIL Loan Agreement”), with United Capital
Investments London Limited (“UCIL”), an entity in which each of Matthew McGahan, the Company’s interim Chief
Executive Officer and Chair of the Company’s Board, and Barney Battles, a member of the Board, have a direct or indirect
interest. The decision by the Company to enter into the UCIL Loan Agreement follows an acknowledgment by the Company that it had not
received the requisite funding on a timely basis that it expected from Woodford, despite the Company making several requests to
Woodford for said funding under the Woodford Loan Agreement. Moreover, the Board of Directors determined that it was in the best
interest of the Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an alternative lender to Woodford,
upon receiving an event of default notice on July 21, 2023 (the “Default Notice”) and an event of default and
crystallization notice on July 25, 2023 (the “Crystallization Notice”) from Woodford under the Woodford Loan Agreement.
On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred given the
Company’s earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company. On July 27, 2023,
the Company replied to the Crystallization Notice denying that an event of default occurred or continued, and further asserted that
Woodford’s attempt for crystallization was inappropriate and unlawful under the Woodford Loan Agreement. Given the uncertainty
of the continued financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the
Company’s alternative funding by entering into the UCIL Loan Agreement.
Short
term loans
On
June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000.
The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments were deferred
for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties.
The Promissory Note contains events of default and other provisions customary for a loan of this type. As of June 30, 2023 and December
31, 2022, the balance of the loan was $150,000. As of June 30, 2023, the accrued interest on this note was $4,497.
In
August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199.
The notes bear interest at variable rates, are unsecured, and the parties verbally agreed the notes will be due upon a qualifying financing
event. As of June 30, 2023 and December 31, 2022 the balance of the loans totaled $13,000.
Notes
payable
On
August 28, 2018, in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable
totaling $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes had an initial interest rate of
0%, and original maturity date of January 25, 2022. The notes payable were modified during 2021 to extend the maturity to June 30, 2022
and the interest rate was modified to include simple interest of 4.1% per annum effective October 1, 2021. Each of the amendments were
evaluated and determined to be loan modifications and accounted for accordingly. As of June 30, 2023 and December 31, 2022, the balance
of the notes was $2,336,081, respectively. These notes payable are in default .
9.
Stockholders’ Equity
Reverse Split
On August 9, 2023, the Company amended
its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock
Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued
and outstanding share of common stock, without any change in the par value per share. Stockholders who would have otherwise been entitled
to fractional shares of common stock as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares.
In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of common stock underlying
the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants
and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise,
grant and acquisition prices of such equity awards and warrants, as applicable. The Reverse Stock Split was approved by the Company’s
stockholders at the Company’s 2023 Annual Meeting of Stockholders on August 7, 2023 and was subsequently approved by the Board of
Directors on August 7, 2023.
The effects of the Reverse
Stock Split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.
Preferred
Stock
Pursuant
to the Company’s charter, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share. Our
Board of Directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more
classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights,
conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the
common stock. As of June 30, 2023, there were no shares of preferred stock issued and outstanding.
Common
Stock
Our
Certificate of Incorporation, as amended, authorizes the issuance of an aggregate of 500,000,000
shares of common stock, par value $0.001
per share. The shares of common stock are duly authorized, issued, fully paid and non-assessable. Our purpose is to engage in any
lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Unless our Board determines
otherwise, we will issue all shares of our common stock in uncertificated form. Holders
of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of
stockholders. The holders of common stock do not have cumulative voting rights in the election of directors. Upon our
liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders
of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our
remaining assets available for distribution.
As
of June 30, 2023 and December 31, 2022, 2,527,045
shares of common stock, respectively, were outstanding. During the three months ended June 30, 2023, the Company did not issue
any additional shares of common stock.
Public
Warrants
The
Public Warrants became exercisable 30 days after the Closing as the Company has an effective registration statement under the Securities
Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available
(or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration
under the Securities Act). The S-1 registration became effective November 24, 2021. The Public Warrants will expire five years after
October 29, 2021, which was the completion of the TDAC Combination or earlier upon redemption or liquidation.
The
Company may redeem the Public Warrants:
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.20
per warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption; |
|
● |
if,
and only if, the last sale price of the Company’s common stock equals or exceeds $320.00 per share for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to
the warrant holders; and |
|
● |
if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants
at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the
date of redemption. |
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. These warrants cannot be net cash
settled by the Company in any event.
After
giving effect to the Business Combination, there were 1,006,250
warrants to purchase shares of Common stock outstanding, 1,006,250
of which are Public Warrants and two of which were previously granted warrants of AutoLotto, which are now warrants of Lottery.com
and are exercisable to purchase an aggregate of 19,784
shares of common stock.
Schedule of Public Warrants
| |
| | |
| | |
Weighted | |
| |
| | |
Weighted | | |
Average | |
| |
| | |
Average | | |
Remaining | |
| |
Number of | | |
Exercise | | |
Contractual | |
| |
Shares | | |
Price | | |
Life (years) | |
| |
| | |
| | |
| |
Outstanding at December 31, 2022 | |
| 24,415 | | |
$ | 30.40 | | |
| 3.6 | |
Granted | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | |
Forfeited/cancelled | |
| - | | |
| - | | |
| - | |
Outstanding at June 30, 2023 | |
| 24,415 | | |
| 30.40 | | |
| 3.3 | |
| |
| | | |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 24,415 | | |
$ | 30.40 | | |
| 3.3 | |
Private
Warrants
Private
warrants of TDAC issued before the business combination were forfeited and did not transfer to the surviving entity.
Unit
Purchase Option
On
June 1, 2018, the Company sold to the underwriter (and its designees), for $100,
an option to purchase up to a total of 87,500
Units exercisable at $240.00
per Unit (or an aggregate exercise price of $21,000,000)
commencing on the consummation of the Business Combination. The 87,500
Units represents the right to purchase 87,500
shares of common stock and 87,500
warrants to purchase 87,500
shares of common stock. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and
expired on May 29, 2023. The Units issuable upon exercise of this option are identical to those offered by Lottery.com. The Company
accounted for the unit purchase option, inclusive of the receipt of $100
cash payment, as an expense of the Business Combination resulting in a charge directly to stockholders’ equity. As of June 30,
2023, the 87,500
Units are no longer exercisable or outstanding.
Common
Stock Warrants
On
February 15, 2022, the Company issued warrants to purchase an aggregate 4,631
shares of the Company’s common stock at an exercise price of $151.20
per share. The warrants were valued at $194,695 using
a Black-Scholes pricing model.
The
Company has classified the warrants as having Level 2 inputs, and used the Black-Scholes option-pricing model to value the warrants.
The fair value at the issuance dates for the above warrants was based upon the following management assumptions:
Schedule of Fair Value of Assumptions
| |
Issuance dates | |
Risk-free interest rate | |
| 1.80 | % |
Expected dividend yield | |
| 0 | % |
Expected volatility | |
| 113.17 | % |
Term | |
| 3 years | |
Fair value of common stock | |
$ | 3.75 | |
The
Company did not issue any other warrants during the six months ended June 30, 2023 or the year ended December 31, 2022. All outstanding
warrants are fully vested and have a weighted average remaining contractual life of 3.6 years. The Company incurred expenses related
to outstanding warrants of $0 and $194,695 for the six months ended June 30, 2023 and 2022, respectively.
Beneficial
Conversion Feature – Convertible Debt
As
detailed in Note 8 – Notes Payable and Convertible Debt, the Company has issued two series of convertible debt. Both issuances
resulted in the recognition of the beneficial conversion features contained within both of the instruments. The Company recognized the
proceeds allocable to the beneficial conversion feature of $8,480,697 as additional paid in capital and a corresponding debt discount
of $2,795,000. This additional paid in capital is reflected in the condensed consolidated Statements of Equity for the three months ended
June 30, 2023 and the year ended December 31, 2022.
Earnout
Shares
As
detailed in Note 3 – as part of the TDAC Combination which occurred in October of 2021 a total of 5,000,000 Earnout Shares were
eligible for issuance, subject to the occurrence of certain conditions, until December 31, 2022. Conditions required for earning those shares were not met. As a result no Earnout Shares
were eligible for issuance as of June 30, 2023.
10.
Stock-based Compensation Expense
2015
Stock Option Plan
Prior
to the Closing, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place.
Under the 2015 Plan, incentive stock options could be granted at a price not less than fair market value of the AutoLotto common
stock (the “AutoLotto Common Stock”). If the AutoLotto common stock was at the time of grant listed on any stock
exchange, then such fair market value would be the closing selling price per share of AutoLotto common stock on the date in question
on such stock exchange, as such price is officially quoted in the composite tape of transactions on such stock exchange and
published in The Wall Street Journal. If there was no closing selling price for the common stock on the date in question, then the
fair market value would be the closing selling price on the last preceding date for which such quotation exists. If the common stock
is at the time not listed on any Stock Exchange, then the fair market value would be determined by the Board of Directors or the
Committee acting in its capacity as administrator of the Plan after taking into account such factors as the Plan Administrator shall
deem appropriate. The
maximum number of shares of common stock that could have been issued over the term of the Plan could not exceed Twenty Two Thousand
Five Hundred (22,500). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted
to holders of 10% or more of voting stock) from the date of grant. Shares of AutoLotto common stock issued under the 2015
Plan could, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or vest in one or more
installments over the Participant’s period of service or upon attainment of specified performance objectives. The Plan
Administrator could not impose a vesting schedule upon any option grant or the shares of common stock subject to that option which
is more restrictive than twenty percent (20%)
per year vesting, with the initial vesting to occur not later than one (1)
year after the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are
officers of the Corporation, non-employee Board members or independent consultants.
2021
Equity Incentive Plan
In
connection with the Business Combination, our Board of Directors adopted, and our stockholders approved, the Lottery.com 2021
Incentive Plan (the “2021 Plan”) under which 656,518
shares of Class A common stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive and
non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash based
awards. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases
annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1,
2031 by a number of shares of Company common stock equal to five
percent of the total outstanding shares of Company common stock on the last day of the prior calendar year. The maximum number of
incentive stock options which can be granted under the 2021 Plan is 656,518.
Notwithstanding the foregoing, the Board of Directors may act prior to January 1st of a given year to provide that there will be no
such increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of
shares of Company common stock than would otherwise occur pursuant to the preceding sentence.
Stock
Options
As
of June 30, 2023, there were 10,456
stock options outstanding. The Company did not issue any new stock options during the three months ended June 30, 2023.
There
was no stock-based compensation expense related to the employee options for the three months ended June 30, 2023 and 2022.
Restricted
awards
The
Company awarded restricted stock to employees on October 28, 2021, which was granted with various vesting terms including, service-based
vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted stock as equity.
For
employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the
restricted shares, over the service period for the restricted shares that vest over a period of multiple months or years and for
performance-based vesting awards, the Company recognizes the expense when management believes it is probable the performance
condition will be achieved. As of December 31, 2021, the Company had granted 191,622
shares with vesting to begin April 2022.
On
April 29, 2022, restricted stock awards for certain employees vested and resulted in withholding tax for those employees. Given the
limited trading liquidity of the Company’s common shares, the Company withheld 6,527
shares, valued at $47.60
per share (the closing price on April 29, 2022) from the employees, and paid the withholding tax on the employees’
behalf.
For
the three months ended June 30, 2023, the Company recognized $358,349 of stock compensation expense related to the employee restricted
stock grants. As of June 30, 2023, unrecognized stock-based compensation associated with the restricted stock awards is $4,061,294 which
will be expensed over the next 2.83 years.
The
Company had restricted stock activity summarized as follows:
Schedule
of Restricted Stock Awards Activity
| |
| | |
Weighted | |
| |
| | |
Average | |
| |
Number of | | |
Grant | |
| |
Shares | | |
Fair Value | |
To Outstanding at December 31, 2022 | |
| 191,622 | | |
$ | 295.00 | |
Granted | |
| - | | |
| - | |
Vested | |
| - | | |
| - | |
Forfeited/canceled | |
| - | | |
| - | |
Restricted shares unvested at June 30, 2023 | |
| 191,622 | | |
$ | 295.00 | |
11.
Income Taxes
We
are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret
the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation
with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax
returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we
file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain
tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue
an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of
the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method.
Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary
to reduce deferred tax assets to amounts expected to be realized.
12.
Commitments and Contingencies
Indemnification
Agreements
The
Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically
with members of its Board of Directors, Officers, business partners, customers, landlords, lenders and lessors. Under these provisions,
the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as
a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement.
The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited.
The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result,
the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for
these agreements as of June 30, 2023 and December 31, 2022.
Digital
Securities
In
2018, the Company commenced an offering (the “LDC Offering”) of 285 million revenue participation interests (the “Digital
Securities”) of net sweepstakes revenue of a wholly-owned entity of the Company, LDC Crypto Universal Public Company Limited (“LDC”);
in February 2022, LTRY WinTogether, Inc. (“LTRY WinTogether”), a wholly-owned subsidiary of the Company assumed the obligations
and liabilities of LDC, including, without limitation, with respect to the Digital Securities. The Digital Securities do not have any
voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of any other subsidiary
of the Company or of the Company nor do they otherwise hold any rights that a holder of equity securities of LTRY WinTogether or the
Company may have or that a holder of traditional equity securities or capital stock may have. Rather, each of the holders of the Digital
Securities has a pro rata right to receive 7% of the net sweepstakes revenue. If the net sweepstakes revenue is zero for a given period,
holders of the Digital Securities are not eligible to receive any cash distributions from any sweepstakes of LTRY WinTogether for such
period. For the year ended December 31, 2021, the Company incurred an obligation to pay an aggregate amount of approximately $5,632 to
holders of the outstanding Digital Securities. No additional obligations related to the holders of outstanding Digital Securities were
incurred during the year ended December 31, 2022. The Company has not satisfied the outstanding obligation for 2021 as of June 30, 2023.
The
Company leases office space in Spicewood, Texas (the “Spicewood Lease”), under an agreement which expires January 21, 2024.
For the three months ended June 30, 2023 and 2022, the Company’s total rent expense for the Spicewood Lease was approximately $6,000
each quarter.
The
Company leases space to facilitate its business in Waco, Texas (the “Waco Lease”). On or about April 6, 2022, the Company
remitted payment in the amount of $40,221, which included any offsets and rent payment obligations through March 31, 2022, and rent payment
obligations without offsets under the Waco Lease through June 30, 2022. The Waco lease expires on December 31, 2024. The Company additionally
leased space in Dallas, Texas (the “Dallas Lease”). On or about April 6, 2022, the Company remitted payment in the amount
of $204,725 for rent payment obligations from November 11, 2016, through March 31, 2022. Upon remitting said payment the Dallas Lease
terminated by agreement as of March 31, 2022.
Litigation
and Other Loss Contingencies
On
March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the “TinBu Plaintiffs”) filed its original complaint
against Lottery.com, Inc. f/k/a AutoLotto, Inc. and its wholly-owned subsidiary TinBu, LLC (“TinBu”) in the Circuit
Court of the 13th Judicial District in and for Hillsborough County, Florida (the “TinBu Complaint”). The
Complaint alleges breach of contract(s) and misrepresentation with alleged damages in excess of $4.6
million. The parties agreed to extend the Company and its subsidiary’s deadline to respond until May 1, 2023. On May 2, 2023,
the Company and its subsidiary retained local counsel who filed a Notice of Appearance on behalf of the Company and TinBu and filed
a Motion for Enlargement requesting the Court to extend its deadline to file its initial response to the Complaint by an additional
30 days (the “Motion for Enlargement”). The Motion has not been set for a hearing. On May 5, 2023, Plaintiffs filed
their Motion for Court Default (“Plaintiffs’ Motion for Default”), despite Company’s Motion for Enlargement.
Plaintiffs’ Motion for Default has not been set for a hearing. The Company intends to oppose Plaintiffs’ Motion for
Default. On May 9, 2023, Plaintiffs served Plaintiffs’ First Request for Admissions (the “RFA) to the Company. The
parties have agreed to an extension of time to respond to the RFA. The Company intends to respond in a timely manner or make
necessary objections to the RFA. On June 5, 2023, each of the Company and TinBu filed its original Answer and Affirmative Defenses to the Complaint. On July 27, 2023,
the Court granted Company’s and Tibu’s counsel of record’s request to withdraw. The Company and Tibu have until August
26, 2023 to retain new counsel and cause an appearance in the matter.
Restricted
Cash and Letter of Credit
In
the first quarter of 2022, the Company entered an agreement with a lending institution whereby the company pledged $30,000,000 as security
for a line of credit. Under that agreement, $30,000,000 of company cash became restricted and remained restricted until the fourth quarter
of 2022 when the bank took the $30,000,000 from the Company and extinguished the debt related to the line of credit. This was presented
on the company’s Balance Sheet as a Contingent Liability from March 31, 2022 until the obligation was satisfied in October of 2022.
J.
Streicher Financial
On
July 29, 2022, the Company filed an original Verified Complaint for Breach of Contract and Specific Performance (the “Complaint”)
against J. Streicher Financial, LLC (“Streicher”) in the Court of Chancery of the State of Delaware (the “Chancery
Court”). In its Complaint, the Company alleged that Streicher breached a contract entered into by the parties on March 9, 2022,
and demanded that Streicher return $16,500,000 it owes to the Company. On September 26, 2022, the Chancery Court entered an order in
favor of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000
(the “Judgment”). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s
fees (the “Fee Order”). On November 15, 2022, the Company initiated efforts against Streicher to seek collections
on the Judgment and Fee Order. The Company subsequently engaged a collection firm to pursue Streicher as a judgment debtor on behalf
of Company. Since being engaged, the collection firm has sought collections on Streicher by noticing Judgment-Debtor for Deposition by
Oral Examination in Aid of Judgment and seeking post-judgment discovery, including interrogatories and requests for production.
In
an effort to avoid post-judgment discovery, Streicher has indicated a willingness to pay the judgment over time with interest and is
attempting to negotiate a settlement and forbearance agreement with the Company. Streicher’s original deadline to produce documents
and respond to the post-judgment discovery was January 16, 2023, and the Deposition was scheduled to take place on January 19, 2023.
On January 20, 2023, faced with post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in
the amount of $75,000. On February 13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000 and agreed
to make another payment in the amount of $75,000 on February 28, 2023. Streicher failed to remit the payment on February 28, 2023, and
as a result, the Company is proceeding with the post-judgment discovery and depositions, which was scheduled for March 16, 2023, provided
that Streicher did not appear at such hearing. The Company intends to fully collect on the Judgment and intends to pursue all legal and
equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied.
13.
Related Party Transactions
The
Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s
results of operations may have been different if these transactions were conducted with nonrelated parties.
During
the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash
flow for the Company. The Company paid $4,700 during the year ended December 31, 2020 and has an outstanding balance for these loans
at March 31, 2023 of $13,000.
Services
Agreement with Master Goblin Games, LLC
In
March 2020, the Company entered into a service agreement (as amended, the “Service Agreement”), with Master Goblin Games,
LLC (“Master Goblin”), an entity that is wholly-owned by our former CFO and President, Ryan Dickinson. Master Goblin leases
retail locations in certain U.S. jurisdictions from which it operates tabletop game retail stores and, ancillary to such retail operations,
acts as sales agent or retailer licensed by the state lottery commission of such jurisdiction to sell lottery game tickets from such
retail stores. The Company acquires lottery games as requested by users from Master Goblin on a non-exclusive basis in such jurisdictions.
Pursuant
to the Service Agreement, Master Goblin was authorized and approved by the Company to incur up to $100,000 in initial expenses per location
for the commencement of operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures
and equipment, security and lease deposits, and licensing and filing fees. Similarly, pursuant to the Service Agreement, during each
month of operation, Master Goblin was authorized to submit to the Company for reimbursement on-going expenses of up to $5,000 per location
for actually incurred lease expenses. The initial expenses were to be submitted by Master Goblin to the Company upon Master Goblin securing
a lease, and leases were only secured by Master Goblin in any location upon request of the Company. On-going expenses were submitted
by Master Goblin to the Company for reimbursement on a monthly basis, subject to offset, and were recorded by the Company as an expense.
To the extent Master Goblin has a positive net income in any month, exclusive of the sale of lottery games, such net income reduces or
eliminates such reimbursable expenses for that month. In addition, from time to time Master Goblin might incur certain additional reimbursable
expenses for the benefit of the Company. The Company paid Master Goblin an aggregate of approximately $440,000 and $800,000, including
expense reimbursements under the Service Agreement and additional reimbursable expenses, during the years ended December 31, 2022 and
2021, respectively. In January of 2023, the company paid $53,000 to Master Goblin Games for
settlement of outstanding obligations of $316,919 and the parties mutually agreed to terminate the business relationship.
Credit Facility with United Capital
Investments London Limited
On July 26, 2023, the Company
entered into a credit facility (the “UCIL Credit Facility”) with United Capital Investments London Limited
(“UCIL”). Each of Matthew McGahan, the Company’s interim Chief Executive Officer and Chair of the Board, and
Barney Battles, a member of the Board, have a direct or indirect interest in UCIL. See
Note 14. Subsequent Events for additional information regarding the UCIL Credit Facility.
14.
Subsequent Events
On
April 22, 2023, the Company signed an exclusive affiliate agreement with International Gaming Alliance (IGA), to supply official Texas
lottery tickets in the Dominican Republic. The Company began supplying these tickets in the Dominican Republic in July 2023.
UCIL
Loan Agreement
On
July 26, 2023, the Company entered into a credit facility (the “UCIL Credit Facility”) with United Capital Investments
London Limited (“UCIL”). Each of Matthew McGahan, the Company’s interim Chief Executive Officer and Chair of the
Board, and Barney Battles, a member of the Board, have a direct or indirect interest in UCIL. The
UCIL Credit Facility consists of (a) funding in the principal amount of up to $1,000,000 to be paid in tranches over time and as
requested by the Company (the “Initial Loan”), wherein in return for the Initial Loan the Company shall issue to UCIL a
number of warrants to purchase shares of the Company’s common stock in an amount representing at least 4.5% but not exceeding
15% of the Company’s issued and outstanding common stock on the date of such issuance; and (b) an additional credit facility,
at the Company’s written request and at UCIL’s sole discretion for an amount up to a total of $49,000,000 in additional
financing (the “Accordion”) in subsequent funding tranches. The interest rate on the Initial Loan and the
Accordion is 10% per annum. The UCIL Credit Facility provides that UCIL may elect, in its sole discretion, to convert an amount of
the Initial Loan and the Accordion, together with accrued interest, into shares of common stock at a conversion price calculated in
accordance with the terms of the UCIL Loan Agreement (as defined below). In addition, the UCIL Credit Facility includes certain
customary representations, warranties and events of default subject to customary notice and cure rights. The UCIL Credit Facility is
represented by a loan agreement, which was initially entered into on July 26, 2023. On August 8, 2023. the loan agreement was
amended and restated (such agreement as so amended and restated, the “UCIL Loan Agreement”) to remove an option to
purchase up to 100% of the shares of Sports.com, a wholly-owned subsidiary of the Company, initially granted by the Company to UCIL.
As of the date of this Report, UCIL has provided $340,000 of funding to the Company as
part of the $1.2 million Initial Loan. The $49 million accordion under the UCIL Loan Agreement will become available to the Company starting in September 2023..
The decision by the Company to enter into the UCIL Loan Agreement follows an acknowledgment by the Company that it had not received the
requisite funding on a timely basis that it expected from Woodford, despite the Company making several requests to Woodford for said funding
under the Woodford Loan Agreement. Moreover, the Board determined that it was in the best interest of the Company and its stockholders
to enter into the UCIL Loan Agreement, as an alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023
(the “Default Notice”) and an event of default and crystallization notice on July 25, 2023 (the “Crystallization Notice”)
from Woodford under the Woodford Loan Agreement. On July 24, 2023, the Company responded to the Default Notice disputing that an event
of default had occurred given the Company’s earlier announcement that UCIL had agreed to enter into a funding arrangement with the
Company. On July 27, 2023, the Company replied to the Crystallization Notice denying that an event of default occurred or continued, and
further asserted that Woodford’s attempt for crystallization was inappropriate and unlawful under the Woodford Loan Agreement. Given
the uncertainty of the continued financing under the Woodford Loan Agreement, the Board sought to secure and formalize the Company’s
alternative funding by entering into the UCIL Loan Agreement on July 26, 2023.
Reverse
Stock Split
On
August 9, 2023, the Company amended its Charter to
implement, effective at 5:30 p.m., Eastern time, a 1-for-20
Reverse Stock Split. At the effective time of the
Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically
combined into one issued and outstanding share of common stock, without any change in the par value per share. Stockholders who
would have otherwise been entitled to fractional shares of common stock as a result of the Reverse Stock Split received a cash
payment in lieu of receiving fractional shares. In addition, as a result of the Reverse Stock Split, proportionate adjustments will
be made to the number of shares of common stock underlying the Company’s outstanding equity awards, the number of shares
issuable upon the exercise of the Company’s outstanding warrants and the number of shares issuable under the Company’s
equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards
and warrants, as applicable. The Reverse Stock Split was approved by the Company’s stockholders at the Company’s 2023
Annual Meeting of Stockholders on August 7, 2023 and was subsequently approved by the Board of Directors on August 7,
2023.
The
effects of the Reverse Stock Split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial
statements and the related notes appearing elsewhere in this Report contains forward-looking statements that involve risks and uncertainties.
Our actual results and the timing of events may differ materially from those expressed or implied in such forward- looking statements
as a result of various factors, including those set forth in the section entitled “Cautionary Note Regarding Forward-Looking Statements”
included herein and the sections entitled “Risk Factors” included in this Report and in our Annual Report on Form 10-K for
the year ended December 31, 2022 (our “Annual Report”).
Recent
Developments
UCIL Agreement
On
July 26, 2023, the Company entered into a credit facility (the “UCIL Credit Facility”) with United Capital Investments
London Limited (“UCIL”). Each of Matthew McGahan, the Company’s interim Chief Executive Officer and Chair of the
Board, and Barney Battles, a member of the Board, have a direct or indirect interest in UCIL. The UCIL Credit Facility consists of
(a) funding in the principal amount of up to $1,000,000 to be paid in tranches over time and as requested by the Company (the
“Initial Loan”), wherein in return for the Initial Loan the Company shall issue to UCIL a number of warrants to purchase
shares of the Company’s common stock in an amount representing at least 4.5% but not exceeding 15% of the Company’s
issued and outstanding common stock on the date of such issuance; and (b) an additional credit facility, at the Company’s
written request and at UCIL’s sole discretion for an amount up to a total of $49,000,000 in additional financing (the
“Accordion”) in subsequent funding tranches. The interest rate on the Initial Loan and the Accordion is 10% per annum.
The UCIL Credit Facility provides that UCIL may elect, in its sole discretion, to convert an amount of the Initial Loan and the
Accordion, together with accrued interest, into shares of common stock at a conversion price calculated in accordance with the terms
of the UCIL Loan Agreement (as defined below). In addition, the UCIL Credit Facility includes certain customary representations,
warranties and events of default subject to customary notice and cure rights. The UCIL Credit Facility is represented by a loan
agreement, which was initially entered into on July 26, 2023. On August 8, 2023. the loan agreement was amended and restated (such
agreement as so amended and restated, the “UCIL Loan Agreement”) to remove an option to purchase up to 100% of the
shares of Sports.com, a wholly-owned subsidiary of the Company, initially granted by the Company to UCIL. As of the date of this
Report, UCIL has provided $340,000 of funding to the Company as part of the $1.2
million Initial Loan. The $49 million accordion under the UCIL Loan Agreement will become available to the Company starting in September 2023.
The decision by the Company to
enter into the UCIL Loan Agreement follows an acknowledgment by the Company that it had not received the requisite funding on a timely
basis that it expected from Woodford, despite the Company making several requests to Woodford for said funding under the Woodford Loan
Agreement. Moreover, the Board determined that it was in the best interest of the Company and its stockholders to enter into the UCIL
Loan Agreement, as an alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023 (the “Default Notice”)
and an event of default and crystallization notice on July 25, 2023 (the “Crystallization Notice”) from Woodford under the
Woodford Loan Agreement. On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred
given the Company’s earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company. On July 27,
2023, the Company replied to the Crystallization Notice denying that an event of default occurred or continued, and further asserted that
Woodford’s attempt for crystallization was inappropriate and unlawful under the Woodford Loan Agreement. Given the uncertainty of
the continued financing under the Woodford Loan Agreement, the Board sought to secure and formalize the Company’s alternative funding
by entering into the UCIL Loan Agreement.
Reverse Stock Split
On
August 9, 2023, the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At
the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock
were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. Stockholders
who would have otherwise been entitled to fractional shares of common stock as a result of the Reverse Stock Split received a cash payment
in lieu of receiving fractional shares. In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to
the number of shares of common stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the
exercise of the Company’s outstanding warrants and the number of shares issuable under the Company’s equity incentive plans
and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable.
The Reverse Stock Split was approved by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders on
August 7, 2023 and was subsequently approved by the Board of Directors on August 7, 2023.
The
effects of the Reverse Stock Split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.
Overview
Internal
Investigation and Operational Cessation
On
July 6, 2022, the Company announced that the Audit Committee (the “Audit Committee”) of the board of directors of the Company
(the “Board”) had retained outside counsel to conduct an independent investigation that revealed instances of non-compliance
with state and federal laws concerning the states in which lottery tickets were procured as well as order fulfillment. The investigation
also identified issues pertaining to the Company’s internal accounting controls (the “Internal Investigation”). Following
a report on the filings of the Internal Investigation, on June 30, 2022, the Board terminated the employment of Ryan Dickinson as the
Company’s President, Treasurer and Chief Financial Officer, effective July 1, 2022. Subsequently, the Company initiated a review
of its cash balances and related disclosures as well as its revenue recognition processes and other internal accounting controls.
On
July 20, 2022, Armanino LLP (“Armanino”), the Company’s registered independent public accountant for the fiscal years
ended December 31, 2021 and 2022, advised the Company that its audited financial statements of for the year ended December 31, 2021 (the
“2021 Audit”) and the unaudited financial statements for the quarter ended March 31, 2022 (the “March 2022 Financials”),
should no longer be relied upon. Armanino advised that it had determined, subsequent to the 2021 Audit and review of the March 2022 Financials,
that the Company had entered into a line of credit in January 2022 that was not disclosed in the footnotes to the 2021 Audit and was
not properly recorded in the March 2022 Financials (see Note 4 to our consolidated financial statements for more details).
On
July 28, 2022, the Board determined that the Company did not have sufficient financial resources to fund its operations or pay certain
existing obligations, including its payroll and related obligations, due to a significant misstatement of our cash balances.
The
following day, on July 29, 2022, the Company effectively ceased operations (the “Operational Cessation”), when it furloughed
the majority of its employees and generally suspended its lottery game sales. The Company’s remaining employees were limited to
the heads of the product, information technology and human resources teams as well as the entire legal and compliance team. Within one
week, several additional employees were recalled from furlough. All non-furloughed employees were retained, at the discretion of the
Company’s then Chief Operating Officer and Chief Legal Officer, to provide the minimal business functions needed to address the
Company’s legal and compliance issues and to secure necessary funding to resume the Company’s operations. Less than half
of these non-furloughed employees remain active in the efforts to restore Company operations and as of June 30, 2023, approximately $1.86
million in outstanding payroll obligations remain unpaid.
On
September 27, 2022, Armanino resigned as the independent registered public accounting firm of the Company, effective immediately.
On
October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC, (“Yusufali”) as the Company’s
new independent registered public accounting firm.
Since
the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations on restarting certain
of its core businesses (as described in more detail under “—Plans for Recommencement of Company Operations”
below), completing the restatement of the Company’s audited financial statements for the year ended December 31, 2021 (which was
included in Amendment No. 1 to the Annual Report on Form 10-K/A, filed by the Company with the SEC on May 10, 2023 (the “Amended
Annual Report”)) and the unaudited financial statements for the quarter ended March 31, 2022 (which was included in Amendment No.
1 to the Quarterly Report on Form 10-Q/A, filed by the Company with the SEC on May 15, 2023), and preparing and filing its other delinquent
periodic reports, including this Report.
AutoLotto
$30,000,000 Business Loan
On
January 4, 2022, AutoLotto entered into a Business Loan Agreement (the “Business Loan”) with The Provident Bank (“Provident”),
pursuant to which the Company borrowed $30,000,000 from Provident, which was evidenced by a $30,000,000 Promissory Note. The Promissory
Note accrued interest at the rate of 2.750% per annum (7.750% upon the occurrence of an event of default) and had a maturity date of
January 4, 2024. Monthly interest payments were due under the Promissory Note beginning February 4, 2022. The Promissory Note could be
repaid at any time without penalty. The Promissory Note included customary events of default for a debt obligation of the size of the
Promissory Note. The Business Loan included representations and warranties of AutoLotto and covenants (both positive and negative) which
were customary of a customary for a transaction of this nature and size, including rights to set off. Upon the occurrence of an event
of default, Provident could declare the entire amount owed immediately due and payable. We were required to pay a 1% commitment fee at
the time of our entry into the Business Loan, and another 1% annual loan fee on the first year anniversary thereof.
In
accordance with the terms of the Business Loan, upon entering into the agreement, $30,000,000 in a separate account with Provident was
pledged as security for the amount outstanding under the loan (“Collateral Security”). The $30,000,000 Collateral Security
became restricted and remained restricted until October 12, 2022, when AutoLotto defaulted on its obligations under the Business Loan
and Provident foreclosed on the $30,000,000 of Collateral Security. The Collateral Security, which was in the form of restricted cash,
was presented as a contingent liability on the Company’s balance sheet from March 31, 2022 until the obligation was satisfied in
October of 2022. See Note 4 to our consolidated financial statements for additional information. Interest expense paid to Provident Bank
in connection with the line of credit for January through the end of July of 2022 was $412,500. Interest totaling $167,000 for August
1 until the foreclosure occurred in mid October is owed to the bank and has been accrued in the company’s financial statements.
Loan
Agreement with Woodford
On
December 7, 2022, the Company entered into a loan agreement (the “Woodford Loan Agreement”) with Woodford Eurasia Assets,
Ltd. (“Woodford”), pursuant to which Woodford agreed to provide the Company with up to $2.5 million, subject to certain conditions
and requirements, of which approximately $1.6 million has been received to date and $900 thousand is currently available pursuant to
the terms of the Woodford Loan Agreement. The parties may also mutually agree to increase the amount of the loan to $52.5 million (i.e.,
an additional $50 million). Amounts borrowed accrue interest at the rate of 12% per annum (or 22% per annum upon the occurrence of an
event of default) and are due within 12 months of the date of each loan. Amounts borrowed can be repaid at any time without penalty.
Amounts
borrowed pursuant to the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common
stock, beginning 60 days after the first loan date at the rate of 80% of the lowest publicly available price per share of common stock
within 10 business days of the date of the Woodford Loan Agreement (which was equal to $0.28 per share), subject to a 4.99% beneficial
ownership limitation and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common
stock of the Company, without the Company obtaining shareholder approval for such issuance.
Conditions
to the Woodford Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M. Cohen, Lawrence Anthony
DiMatteo and William Thompson, all of whom resigned from the Board in September 2022), and the appointment of two new independent directors.
Subsequent loans under the Woodford Loan Agreement also require the Company to comply with all listing requirements, unless waived by
Woodford. The Woodford Loan Agreement also allows Woodford to nominate another director to the Board, in the event any independent member
of the Board resigns.
Proceeds
of the loans can only be used by to restart the Company’s operations and for general corporate purposes agreed to by Woodford.
The
Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are
customary for a transaction of this size and nature. Included in the Woodford Loan Agreement are covenants prohibiting us from (a) making
any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which consent
may not be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our
obligations under the Woodford Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount
to exceed $1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares
which negatively affects Woodford; and (h) repurchasing any shares.
The
Company also agreed to grant warrants to purchase shares of common stock to Woodford (the “Woodford Warrants”) in an
amount equal to 15% of the Company’s 2,539,735 issued and outstanding shares of common stock. Each Woodford Warrant has an
exercise price equal to the average of the closing price of the Company’s common stock for each of the ten days prior to the
first amount being debited from the bank account of Woodford, which equates to an exercise price of $5.60 per share. In the event
the Company fails to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise
price of the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be
subject to a further 25% discount (i.e., will equal $4.20 per share). As of the date of this Report, the Company has not granted any shares of common stock or warrants to Woodford under the Woodford Loan
Agreement.
In
connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization,
with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest over all
present and future assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan Agreement. The floating
charge may be converted into a fixed charge upon the occurrence of certain events including: an event of default; if Woodford reasonably
believes that any secured property may be in jeopardy or danger of being seized or sold; or if Woodford reasonably considers that it
is desirable to protect its security interest. The floating charge may be automatically converted into a fixed charge upon the occurrence
of certain other events. The Security Agreement prohibits the Company from providing any other security interest over our assets, even
if secondary to Woodford, while the amounts borrowed under the Woodford Loan Agreement remain unpaid.
Operations
Prior to Operational Cessation
Prior
to the Operational Cessation, the Company was a provider of domestic and international lottery products and services. As an independent
third-party lottery game service, we offered a platform that we developed and operated to enable the remote purchase of legally sanctioned
lottery games in the U.S. and abroad (the “Platform”). Our revenue generating activities included (i) offering the Platform
via our Lottery.com app and our websites to users located in the U.S. and international jurisdictions where the sale of lottery games
was legal and our services were enabled for the remote purchase of legally sanctioned lottery games (our “B2C Platform”);
(ii) offering an internally developed, created and operated business-to-business application programming interface (“API”)
of the Platform, which enabled our commercial partners, in permitted U.S. and international jurisdictions, to purchase certain legally
operated lottery games from us and to resell them to users located within their respective jurisdictions (“B2B API”); and
(iii) delivering global lottery data, such as winning numbers and results, and subscriptions to data sets of our proprietary, anonymized
transaction data pursuant to multi-year contracts to commercial digital subscribers (“Data Service”).
Mobile
Lottery Game Platform Services
Both
our B2C Platform and our B2B API provided users with the ability to purchase legally sanctioned draw lottery games via a mobile device
or computer, securely maintain their acquired lottery game, automatically redeem a winning lottery game, as applicable, and receive support,
if required, for the claims and redemption process. Our registration and user interfaces were designed to be easy to use, provide for
the creation of an account and purchase of a lottery game with minimum friction and without the creation of a mobile wallet or requirement
to pre-load minimum funds and — importantly — to provide instant confirmation of the user’s lottery game numbers, whether
selected at random or picked by the user. Users of our B2C Platform services paid a service fee and, in certain non-U.S. jurisdictions,
a mark-up on the purchase price. Prior to the Operational Cessation, we generated revenue from this service fee and mark-up. Our B2B
API Platform resumed limited operations in April 2023. As of the date of this Report, our B2C Platform is not currently operational.
We anticipate that our B2C Platform will become operational in the fourth quarter of 2023.
The
WinTogether Platform
Prior
to the Operational Cessation, we operated and administered of all sweepstakes offered by WinTogether, a registered 501(c)(3) charitable
organization (“WinTogether”), which was formed in April 2020 to support charitable, educational, and scientific causes. In
consideration of our operation of the WinTogether platform and administration of the sweepstakes, we received a percentage of the gross
donations to a campaign, from which we paid certain dividends and all administration costs.
The
WinTogether platform continued operating after the Operational Cessation, until all sweepstakes campaigns were completed and all prizes
awarded. On March 29, 2023, the board of directors of WinTogether voted to suspend its relationship with the Company.
Current
Operations
Despite
the Operational Cessation, certain of the Company’s wholly-owned subsidiaries have continued to operate under the direction of
the leadership teams that were in place prior to the Company’s acquisition of such companies. While the operational activities
of these subsidiaries vary, from the Operational Cessation through the date of this Report, each of TinBu, Aganar and JuegaLotto has
decreased its expenses and has had its revenue remain consistent or decrease moderately from pre Cessation of Operations levels.
Data
Services
In
2018, we acquired TinBu, LLC (“TinBu”), a digital publisher and provider of lottery data results, jackpots, results, and
other data, as a wholly-owned subsidiary. Through TinBu, our Data Service delivers daily results of over 800 domestic and international
lottery games from more than 40 countries, including the U.S., Canada, and the United Kingdom, to over 400 digital publishers and media
organizations.
Our
technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities.
Our data is constantly monitored to ensure accuracy and timely delivery. We are not required to obtain licenses or approvals from the
lottery authorities to pull this primary source data or to acquire the data from such dedicated feeds. Commercial acquirers of our Data
Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee.
We
additionally enter into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year
agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within
a bundle of provided services.
Aganar
and JuegaLotto
On
June 30, 2021, we acquired 100% of the equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”),
which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto,
S.A. de C.V. (“JuegaLotto”). JuegaLotto is federally licensed by the Mexican regulatory authorities with jurisdiction over
the ability to commercialize lottery games in Mexico through an authorized federal gaming portal and to commercialize games of chance
in other countries throughout Latin America. Aganar has been operating in the licensed Online Lottery market in Mexico since 2007 and
has certain rights to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to
a federally approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico
under the brand name Capalli.
Sports.com
In
December 2021, we finalized the acquisition of the domain name https://sports.com and on November 15, 2022, we formed a wholly-owned
subsidiary called Sports.com, Inc., a Texas corporation (“Sports.com”). Subsequently, Sports.com announced a partnership
with the Saudi Motorsports Company, which enabled the Company to roll out the Sports.com brand at the FIFA World Cup decider at the end
of November 2022. In December 2022, Sports.com signed an agreement with Data Sports Group, GmbH (“DSG”), which provides Sports.com
the exclusive North American distribution rights for sports data products offered and maintained by DSG (the “DSG Data”).
The DSG Data is being sold through the same sales resources and sales channels as the lottery data offered by TinBu. On July 23, 2023, DSG exercised its right to terminate the exclusive distribution rights due to Sports.com not meeting
its contractual obligations.
Plans
for Recommencement of Company Operations
As
noted above, since the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations
on restarting certain components of its core business. The Company has developed a three phase plan to recommence its operations, which
plan is outlined below.
Phase
1 – Relaunch B2B API Platform. During the Operational Cessation, the Company maintained positive relationships with
its ticket-printing and courier partners, as well as several distribution partners that have been found to be in compliance with local,
state, and federal rules related to ticket procurement and distribution. These partners have implemented the Lottery.com API and have
advised the Company that they expect to be ready to offer lottery games to their customers through their sales channels when the Company
resumes operations. As such, the Company believes that it has sufficient demand to resume operation of its B2B API platform, assuming
it is able to maintain the core employee team to manage the lottery ticket fulfillment process and access sufficient capital to relaunch
Project Nexus, which was designed to, among other things, handle high levels of user traffic and transaction volume, while maintaining
expediency, security, and reliability in the administrative and back-office functionality required by the B2B API. Our B2B API Platform
resumed limited operations in April 2023.
Phase
2 – Resume B2C Platform Operations. The Company believes that it will be in a position to relaunch its B2C Platform in the
fourth quarter of 2023. As of the date of this Report, the Company expects that it will initially relaunch its B2C Platform to customers
in Texas for a period of time before rolling it out to other jurisdictions. If the Texas Bill is enacted into law as drafted, the Company
may elect to accelerate the relaunch of its Platform to customers in another state. The Company plans to limit the rollout in order to
give it additional time to properly vet and confirm compliance with local, state and federal rules related to ticket procurement and
distribution. The Company has also maintained various pre-paid media credits that it expects to use to launch and maintain promotional
campaigns geared towards encouraging prior customers to return to the Platform and to acquire new customers.
Phase
3 – Restore Other Business Lines and Projects. Assuming the success of Phase 1 and Phase 2, the Company expects to restore
other products it previously offered, such as supplying lottery tickets to consumers in approved domestic jurisdictions, partnering with
licensed providers in international jurisdictions to supply legitimate domestic lottery games, and reviving other products and services
that were under development when the Operational Cessation occurred.
As
of the date of this Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the
ticker symbols “LTRY” and “LTRYW,” respectively. As of the date of this Report, we are not in compliance with
Nasdaq’s continued listing requirements (the “Listing Rules”) and we continue to work toward regaining compliance in
accordance with the plan that was conditionally accepted by the Nasdaq hearing panel. Additionally, under its new management, the Company
continues to work to improve its disclosure and reporting controls, and plans to overhaul its systems of internal control over financial
reporting and invest in additional legal, accounting, and financial resources.
Even
if the Company’s three phase plan to recommence its operations is successful, there can be no assurance that the Company will be
able to regain compliance with the applicable Listing Rules, or that the hearings panel will stay the delisting of the Company’s
securities from Nasdaq. If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s
common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer
a material decline. Delisting could also impair the Company’s ability to raise additional capital needed to funds its operations
and/or trigger defaults and penalties under outstanding agreements or securities of the Company.
There
can be no assurance that we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional
funds will be available on favorable terms, if at all. We may not be able to restart our operations and/or generate sufficient funding
to support such operations in the future. The Company’s ability to continue its current operations, prepare and refile deficient
and restated reports, and restart its prior operations, is dependent upon obtaining new financing. Future financing options available
to the Company include equity financings, debt financings or other capital sources, including collaborations with other companies or
other strategic transactions. Equity financings may include sales of common stock. Such financing may not be available on terms favorable
to the Company or at all. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders
and may cause significant dilution to existing stockholders. There can be no assurance that the Company will be successful in obtaining
sufficient funding on terms acceptable to the Company, if at all, which would have a material adverse effect on its business, financial
condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters, when
considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable
period of time, which is defined as within one year after the date that the financial statements are issued. The accompanying financial
statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification
of liabilities that might result from the outcome of this uncertainty.
Performance
Measures
In
managing our business and assessing financial performance, we supplement the information provided by our financial statements with other
operating metrics. We use these metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate
projections and make strategic decisions. The primary operating metrics we use are:
● |
transactions
per user; |
● |
tickets
per transaction; |
● |
gross
revenue per transaction; |
● |
gross
profit per transaction; and |
● |
gross
margin per transaction. |
These
metrics help enable us to evaluate pricing, cost and customer profitability. We believe it is useful to provide investors with the same
metrics that we use internally to make comparisons of our historical operating results, identify trends in our operating results and
evaluate our business. These metrics track our B2C business and exclude users who were referred by an affiliate or who made purchases
through an API partner.
| |
Three months ended June 30, 2023 | | |
Three months ended June 30, 2022 | | |
Percent Change | | |
Six months ended June 30, 2023 | | |
Six months ended June 30, 2022 | | |
Percent Change | |
Transactions per user | |
| - | | |
| 13.06 | | |
| - | % | |
| - | | |
| 17.18 | | |
| - | % |
Tickets per transaction | |
| - | | |
| 3.16 | | |
| - | % | |
| - | | |
| 3.37 | | |
| - | % |
Gross revenue per transaction | |
$ | - | | |
$ | 8.57 | | |
| - | % | |
$ | - | | |
$ | 8.57 | | |
| - | % |
Gross profit per transaction | |
$ | - | | |
$ | 1.78 | | |
| | % | |
$ | - | | |
$ | 1.64 | | |
| - | % |
Gross margin per transaction | |
| - | % | |
| 20.75 | % | |
| | % | |
| - | % | |
| 19.08 | % | |
| - | % |
Transactions
Per User
Transactions
per user is the average number of individual transactions per user in a given period. An individual transaction is defined as the placement
of an order by a user on our Platform. We use this measure to determine the overall performance of our products on a per user basis.
When considered with the other operating metrics, transactions per user provides insight into user stickiness and buying patterns and
is a useful tool to identify our most active users, which enables us to deploy more targeted marketing and other strategic initiatives.
This metric also gives us the ability to categorize users based on their performance and determine where to expend marketing and/or operational
resources. Transactions per user may be subject to variables that are outside of our control, for instance the size and popularity of
a particular lottery game.
Tickets
Per Transaction
Tickets
per transaction is the average number of lottery game tickets purchased by a user per transaction. We use this measure to analyze the
impact of product performance with our customers on the number of tickets sold in one transaction. We believe this metric is useful for
our investors because it gives insight into the buying habits of our users. Similar to transactions per user, tickets per transaction
may be subject to variables that are outside of our control, for instance the size and popularity of a particular lottery game.
Gross
Revenue Per Transaction
Gross
revenue per transaction is the average gross amount of revenue per transaction. We use this measure to determine how our top line revenue
is performing on a per transaction basis, which helps us to identify and evaluate pricing trends. We believe this metric is useful for
our investors because it provides insight into our revenue growth potential on a per transaction basis.
Gross
Profit Per Transaction
Gross
profit per transaction is our average gross profit per transaction, calculated as gross revenue less the cost of the lottery game ticket
and any processing fees, including labor, printing and payment processing, per transaction. We believe this metric to be useful to evaluate
and analyze our costs and fee structure across product offerings and user cohorts, and additionally, helps our investors because it provides
insight into our profit growth potential on a per transaction basis.
Gross
Margin Per Transaction
Gross
margin per transaction is calculated by dividing gross profit per transaction by gross revenue per transaction. We consider this metric
to be a measure of overall performance that provides useful information about the profitability of our B2C Platform.
Components
of Our Results of Operations (Prior to the Operational Cessation)
Our
Revenue
Revenue
from B2C Platform. Our revenue is the retail value of the acquired lottery game and the service fee charged to the user, which
we impose on each lottery game purchased from our B2C Platform. The amount of the service fee is based upon several factors, including
the retail value of the lottery game purchased by a user, the number of lottery games purchased by a user, and whether such user is located
within the U.S. or internationally. Currently, in the U.S, the minimum service fee is $0.50 for the purchase of a $1 lottery game and
$1 for the purchase of a $2 lottery game; the service fee for additional lottery games purchased in the same transaction is 6% of the
face value of all lottery games purchased. For example, the service fee for the purchase of five $2 tickets is $1.60, which includes
the $1 base service fee, plus 6% of the aggregate value of the face value of all lottery games purchased.
Internationally,
B2C sales in jurisdictions where we do not have direct or indirect authority generate an immaterial amount of revenue, and we are assessing
our operations in these jurisdictions. As discussed above, our B2C Platform is not currently operational. We anticipate that our B2C
Platform will become operational in the fourth quarter of 2023.
Revenue
from B2B API. The Company charges a technology fee for the use of the B2B API. The company does not mark-up the cost of the ticket
nor does it impose a service fee on our third-party commercial partner’s customers. As discussed above, following the Operational
Cessation, our B2B API Platform resumed limited operations in April 2023.
Data
Services. Commercial acquirers of our Data Service pay a subscription for access to the Data Service and, for acquisition of
certain large data sets, an additional per record fee. The Company additionally enters into multi-year contracts pursuant to which it
sells proprietary, anonymized transaction data pursuant to multi-year agreements and in accordance with our Terms of Service in consideration
of a fee. Our Data Services operations were not impacted by the Operational Cessation.
Our
Operating Costs and Expenses
Personnel
Costs. Personnel costs include salaries, payroll taxes, health insurance, worker’s compensation and other benefits for
management and office personnel.
Professional
Fees. Professional fees include fees paid for legal and financial advisors, accountants and other professionals related to the
Business Combination and other transactions.
General
and Administrative. General and administrative expenses include marketing and advertising, expenses, office and facilities lease
payments, travel expenses, bank fees, software dues and subscriptions, expensed research and development (“R&D”) costs
and other fees and expenses.
Depreciation
and Amortization. Depreciation and amortization expenses include depreciation and amortization expenses on real property and
other assets.
Key
Trends and Factors Affecting Our Results
The
following describes the trends associated with our business prior to the Operational Cessation that have impacted, and which we expect
will continue to impact, our business and results of operations in a material way:
International
operations. We face challenges related to expanding our footprint globally and the related process of obtaining the licenses
and regulatory approvals necessary to provide services and products within new and emerging markets. The international jurisdictions
where we operate and seek to expand have been subject to increasing foreign currency fluctuations against the U.S. dollar, soaring inflation
and political and economic instability. We expect these trends to continue during fiscal 2023 and believe they are likely to cause a
material decrease in consumer spending, which could have a material impact on our revenues. We expect that it will take a longer period
of time to achieve revenue gains or generate cash in the new regions or any new international jurisdictions in which we expand, outside
of our domestic geographies.
Introduction
of a new gaming platform. We have developed a proprietary, blockchain-enabled gaming platform, which we have named Project Nexus.
Project Nexus is designed to handle high levels of user traffic and transaction volume, while maintaining expediency, security, and reliability
in processing lottery game sales, the retail requirements of the B2C Platform, the administrative and back-office functionality required
by the B2B API, and the claims and redemption process. We expect to utilize this platform to launch new products, including any proprietary
products we may introduce. The introduction of new technology like Project Nexus is subject to risks including, for example, implementation
delays, issues successfully integrating the technology into our solutions, or the possibility that the technology does not produce the
expected benefits.
Our
growth plans and the competitive landscape. Our direct competitors operate in the global entertainment and gaming industries
and, like us, seek to expand their product and service offerings with integrated products and solutions. Our short-to-medium term focus
is on increasing our penetration in our existing U.S. jurisdiction by increasing direct to consumer marketing campaigns, introducing
our B2C Platform into new U.S. and international jurisdictions, and acquiring synergistic regulated and sports betting enterprises domestically
and abroad. Competition in the sale of online lottery games has significantly increased in recent years, is currently characterized by
intense price-based competition, and is subject to changing technology, shifting needs and frequent introductions of new games, development
platforms and services. To maintain our competitive edge alongside other established industry players (many of which have more resources,
or capital), we expect to incur greater operating expenses in the short-term, such as increased marketing expenses, increased compliance
expenses, increased personnel and advisory expenses associated with being a public company, additional operational expenses and salaries
for personnel to support expected growth, additional expenses associated with our ability to execute on our strategic initiatives including
our aim to undertake merger and acquisition activities, as well as additional capital expenditures associated with the ongoing development
and implementation of Project Nexus.
Current
Plan of Operations
As
of the date of this Report, the Company’s primary revenue drivers are the resumption of its B2B API platform and the launch of
Sports.com. It is anticipated that operational costs for the next 12 months will be greater than revenues. It is anticipated that the
liquidity gap will be satisfied by equity or debt raised, of which there is no assurance.
Beyond
the next 12 months, the Company plans to re-launch its B2C Platform and continue to expand in domestic and international jurisdictions.
The Company plans to enhance its mobile application to include pool plays, tickets subscriptions, loyalty programs and various gamification
modules.
Results
of Operations
Our
consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include
adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should
we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We
expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three
Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022
The
following table summarizes our results of operations for the three months ended June 30, 2023 and June 30, 2022, respectively.
| |
For the three months Ended
June 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
$ Change | | |
% Change | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | 655,344 | | |
$ | 1,885,171 | | |
| (1,229,827 | ) | |
| -65 | % |
Cost of revenue | |
| 95,683 | | |
| 1,577,239 | | |
| (1,481,556 | ) | |
| -94 | % |
Gross profit | |
| 559,661 | | |
| 307,932 | | |
| 251,729 | | |
| 82 | % |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Personnel costs | |
| 1,306,007 | | |
| 9,512,356 | | |
| (8,206,349 | ) | |
| -86 | % |
Professional fees | |
| 1,112,310 | | |
| 1,219,509 | | |
| 239,053 | | |
| 20 | % |
General and administrative | |
| 964,502 | | |
| 3,904,421 | | |
| (2,916,555 | ) | |
| -75 | % |
Depreciation and amortization | |
| 1,392,158 | | |
| 1,297,394 | | |
| 94,764 | | |
| 7 | % |
Total operating expenses | |
| 4,774,977 | | |
| 15,933,680 | | |
| (10,789,087 | ) | |
| -68 | % |
Loss from operations | |
| (4,215,316 | ) | |
$ | (15,625,748 | ) | |
| 11,040,816 | | |
| -71 | % |
| |
| | | |
| | | |
| | | |
| | |
Other expenses | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 41,142 | | |
| 71,045 | | |
| (9,713 | ) | |
| -14 | % |
Other (income) expense | |
| (399 | ) | |
| (247,851 | ) | |
| 248,250 | | |
| 100 | % |
Total other expenses, net | |
| 40,743 | | |
| (176,807 | ) | |
| 237,740 | | |
| -134 | % |
| |
| | | |
| | | |
| | | |
| | |
Net loss before income tax | |
$ | (4,256,059 | ) | |
$ | (15,448,942 | ) | |
| 10,803,077 | | |
| -70 | % |
Income tax expense (benefit) | |
| - | | |
| - | | |
| (23,364 | ) | |
| -100 | % |
Net loss | |
| (4,256,059 | ) | |
| (15,448,942 | ) | |
| 10,826,440 | | |
| -70 | % |
Revenue.
Revenue.
Revenue for the three months ended June 30, 2023 was $655,000, a decrease of $1.23 million, or 65%, compared to revenue of $1.9 million
for the three months ended June 30, 2022. The decrease of approximately $1.2 million in lottery related revenue was due to lower domestic
revenue in the second quarter of 2023 when operations resumed following the Cessation of Operations as compared to the second quarter 2022.
Cost
of Revenue. Cost of revenue includes product costs, commission expense to affiliates and commercial partners, and merchant processing
fees. Cost of revenue for the three months ended June 30, 2023 was $96,000, a decrease of $1.5 million, or 94%, compared to cost of revenue
of $1.58 million for the three months ended June 30, 2022. The decrease in the cost of revenue was driven by the decrease in the number
of lottery games sold domestically as compared to the second quarter of 2022 which resulted in a decrease of $100,000 in payment processing fees and a decrease of $1.4 million in commission expense.
Gross
Profit. Gross profit for the three months ended June 30, 2023 was $560,000 compared to $308,000 for the three months ended June 30, 2022,
an increase of $252,000, or 82%. This increase was primarily due to lower payment processing costs and commissions expenses in the second quarter of
2023 as compared to the same period in 2022.
Operating
Costs and Expenses.
| |
For the three months Ended
June 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
$ Change | | |
% Change | |
| |
| | |
| | |
| | |
| |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Personnel costs | |
| 1,306,007 | | |
| 9,512,356 | | |
| (8,206,349 | ) | |
| -86 | % |
Professional fees | |
| 1,112,310 | | |
| 1,219,509 | | |
| 107,199 | | |
| 9 | % |
General and administrative | |
| 964,502 | | |
| 3,904,421 | | |
| (2,939,919 | ) | |
| -75 | % |
Depreciation and amortization | |
| 1,392,158 | | |
| 1,297,394 | | |
| 94,764 | | |
| 7 | % |
Total operating expenses | |
| 4,774,977 | | |
| 15,933,680 | | |
| (11,158,703 | ) | |
| -70 | % |
Loss from operations | |
| (4,215,316 | ) | |
$ | (15,625,748 | ) | |
| 11,410,432 | | |
| -73 | % |
Operating
expenses for the three months ended June 30, 2023 were $4.8 million, a decrease of $11.1 million, or 70%, compared to $15.9 million for
the three months ended March 31, 2022. The reduction was primarily driven by a decrease of $8.2 million in personnel costs accompanied
by a decrease in general and administrative expenses of $2.9 million. Reasons for these decreases are described below.
Personnel
Costs. Personnel costs decreased by $8.2 million from $9.5 million for the three months ended June 30, 2022, to $1.3 million for
the three months ended June 30, 2023. The decrease was due primarily to a decreases in salaries, employer payroll taxes, and benefits
due to reductions in headcount and compensation in relation to the furlough.
Professional
Fees. Professional fees decreased by $107,000 or 20%, from $1.2 million for the three months ended June 30, 2022 to $1.1 million
for the three months ended June 30, 2023. The decrease was primarily due to lower expenditures for research and development in the second quarter of 2023 as compared with the prior year.
General and
Administrative. General and administrative expenses decreased $2.9 million, or 75%, from $3.9 million for the three months ended
June 30, 2022 to $964,000 for the three months ended June 30, 2023. The primary reasons for the decrease was significantly lower
expenses for marketing, $750,000 lower, and business insurance, $1.9 million lower, along with lower travel and rent expenses in
2023.
Depreciation and Amortization.
Depreciation and amortization increased $94,764, or 7%, from $1.3 million for the three months ended June 30, 2022 to $1.4 million
for the three months ended June 30, 2023. The increase was primarily driven by the amortization of intangibles placed in service during
the second and third quarters of 2022 which were not amortized during the second quarter of 2022 because they were not in service at that time.
Other
(Income) Expense, Net.
| |
For the three months Ended
June 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
$ Change | | |
% Change | |
| |
| | |
| | |
| | |
| |
Other expenses | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 41,142 | | |
| 71,045 | | |
| (29,903 | ) | |
| -14 | % |
Other (income) expense | |
| (399 | ) | |
| (247,851 | ) | |
| 248,250 | | |
| 100 | % |
Total other expenses, net | |
| 40,743 | | |
| (176,806 | ) | |
| 217,549 | | |
| -134 | % |
Interest Expense. Interest
Expense was lower
in the three months ended June 30, 2023 because interest
on the Bank Prov Line of Credit in 2022 was not recurring.
Other Income. The primary
reason for the decrease was the write down of an intercompany expense during 2022.
Six
Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
The
following table summarizes our results of operations for the six months ended June 30, 2023 and June 30, 2022, respectively.
| |
For the six months Ended
June 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
$ Change | | |
% Change | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | 1,275,573 | | |
$ | 5,515,863 | | |
| (4,240,290 | ) | |
| -77 | % |
Cost of revenue | |
| 130,830 | | |
| 3,961,981 | | |
| (3,831,151 | ) | |
| -97 | % |
Gross profit | |
| 1,144,743 | | |
| 1,553,882 | | |
| (409,139 | ) | |
| -26 | % |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Personnel costs | |
| 2,563,441 | | |
| 33,915,222 | | |
| (31,351,781 | ) | |
| -92 | % |
Professional fees | |
| 1,852,238 | | |
| 4,357,459 | | |
| (2,505,221 | ) | |
| -57 | % |
General and administrative | |
| 1,301,830 | | |
| 6,939,962 | | |
| (5,638,130 | ) | |
| -81 | % |
Depreciation and amortization | |
| 2,797,638 | | |
| 2,671,319 | | |
| 126,319 | | |
| 5 | % |
Total operating expenses | |
| 8,515,147 | | |
| 47,883,962 | | |
| (39,368,815 | ) | |
| -82 | % |
Loss from operations | |
| (7,370,404 | ) | |
$ | (46,330,080 | ) | |
| 38,959,676 | | |
| -84 | % |
| |
| | | |
| | | |
| | | |
| | |
Other expenses | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 41,165 | | |
| 75,026 | | |
| (33,861 | ) | |
| -45 | % |
Other expense | |
| 58,472 | | |
| 3,941,293 | | |
| (3,882,821 | ) | |
| -98 | % |
Total other expenses, net | |
| 99,637 | | |
| 4,016,319 | | |
| (3,916,682 | ) | |
| -97 | % |
| |
| | | |
| | | |
| | | |
| | |
Net loss before income tax | |
$ | (7,470,041 | ) | |
$ | (50,346,399 | ) | |
| 42,876,358 | | |
| -85 | % |
Income tax expense (benefit) | |
| - | | |
| - | | |
| - | | |
| - | % |
Net loss | |
| (7,470,041 | ) | |
| (50,346,399 | ) | |
| 42,876,358 | | |
| -85 | % |
Revenue.
Revenue. Revenue for the
six months ended June 30, 2023 was $1.3 million, a decrease of $4.2 million, or 77%, compared to revenue of $5.5 million for the six months
ended June 30, 2022. The decrease of approximately $4.2 million in lottery related revenue was due to the Cessation of Operations. In
addition, $1.8 million of project related revenue from business partners in the six months ended June 30, 2022 did not reoccur in 2023.
Cost of Revenue. Cost
of revenue includes product costs, commission expense to affiliates and commercial partners, and merchant processing fees. Cost of
revenue for the six months ended June 30, 2023 was $131,000, a decrease of $3.8 million, or 97%, compared to cost of revenue of $4.0
million for the six months ended March 31, 2022. The decrease in the cost of revenue was driven by the decrease in the number of
lottery games sold in the first six months of 2023 domestically which resulted in significantly lower payment processing, $100,000
lower, and commission expenses, $3.4 million lower. The company resumed operations on a limited basis in the second quarter of
2023. Accordingly revenue and costs were lower than in the first six months of 2022.
Gross Profit. Gross profit
for the six months ended June 30, 2023 was $1.1 million compared to $1.5 for the six months ended June 30, 2022, a decrease of $400,000,
or 26%. This decrease was primarily due to the decrease in revenue because project related revenue from business partners in the first
six months of 2022, which had higher margins, did not recur in 2023.
Operating
Costs and Expenses.
| |
For the six months Ended
June 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
$ Change | | |
% Change | |
| |
| | |
| | |
| | |
| |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Personnel costs | |
| 2,563,441 | | |
| 33,915,222 | | |
| (31,351,781 | ) | |
| -92 | % |
Professional fees | |
| 1,852,238 | | |
| 4,357,459 | | |
| (2,505,221 | ) | |
| -57 | % |
General and administrative | |
| 1,301,830 | | |
| 6,939,962 | | |
| (5,638,132 | ) | |
| -81 | % |
Depreciation and amortization | |
| 2,797,638 | | |
| 2,671,319 | | |
| 126,319 | | |
| 5 | % |
Total operating expenses | |
| 8,515,147 | | |
| 47,883,962 | | |
| (39,368,815 | ) | |
| -82 | % |
Loss from operations | |
| (7,370,404 | ) | |
$ | (46,330,080 | ) | |
| 38,959,676 | | |
| -84 | % |
Operating expenses for the six
months ended June 30, 2023 were $8.5 million, a decrease of $39.4 million, or 82%, compared to $47.9 million for the six months ended
June 30, 2022. The reduction was primarily driven by a decrease of $31.3 million in personnel costs accompanied by decreases in professional
fees by $2.5 million and general and administrative expenses of $5.6 million. Reasons for these decreases are described below.
Personnel Costs. Personnel
costs decreased by $31.3 million from $33.9 million for the six months ended June 30, 2022, to $2.6 million for the six months ended June
30, 2023. The decrease was due primarily to a decrease of $27.0 million in stock compensation expense related to equity grants that were
valued at the share price soon after the Business Combination combined with lower salaries, employer payroll taxes, and benefits expenses
in 2023 due to reductions to headcount and compensation in relation to the furlough.
Professional Fees. Professional
fees decreased by $2.5 million, or 57%, from $4.3 million for the six months ended June 30, 2022 to $1.8 million for the six months ended
June 30, 2023. The decrease was primarily due to lower accounting and legal fees and costs for investor relations and compliance in 2023.
General
and Administrative. General and administrative expenses decreased $5.6 million, or 81%, from $6.9 million for the six months ended
June 30, 2022 to $1.3 million for the six months ended June 30, 2023. Expenses for marketing and software development were significantly
lower in 2023.
Depreciation
and Amortization. Depreciation and amortization increased $126,000, or 5%, from $2.67 million for the three months ended June 30,
2022 to $2.8 million for the six months ended June 30, 2023. The increase was primarily driven by the amortization of intangibles placed
in service during Q2 and Q3 of 2022 which were not amortized during the first six months of 2022.
Other
(Income) Expense, Net.
| |
For the six months Ended June 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
$ Change | | |
% Change | |
| |
| | |
| | |
| | |
| |
Other expenses | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 41,165 | | |
| 75,026 | | |
| (33,861 | ) | |
| -45 | % |
Other expense | |
| 58,472 | | |
| 3,941,293 | | |
| (3,882,821 | ) | |
| -98 | % |
Total other expenses, net | |
| 99,637 | | |
| 4,016,319 | | |
| (3,916,682 | ) | |
| -97 | % |
Interest Expense.
Interest Expense was lower in the three months ended June 30, 2023 because interest on
the Bank Prov Line of Credit in 2022 was not recurring. vs June 30, 2022.
Other Expense. We had approximately $60,000
in other expense for the six months ended June 30, 2023 as compared to other expense of approximately $3.9 million for the six months
ended June 30, 2022. The primary component of the expense for the first six months of 2022 was a non-recurring expense recorded in connection
with a discount to reflect an asset that will be repaid to the company over time.
Liquidity
and Capital Resources
Prior
to the Operational Cessation, our primary need for liquidity was to fund working capital requirements of our business, growth, capital
expenditures and for general corporate purposes. Our primary source of liquidity had historically been funds generated by financing activities.
Upon the Closing on October 29, 2021, we received net proceeds of approximately $42.8 million in cash.
Following the Operational Cessation, our primary need for liquidity has been to fund the restart of our business operations, re-hire employees
and pay our expenses. Since then, our sources of liquidity were the funds provided to us under the Woodford Loan Agreement and the UCIL
Loan Agreement. As of the date of this Report, it is uncertain whether Woodford will provide additional funding under the Woodford Loan
Agreement, so our sole remaining source of liquidity is the funds provided to us under the UCIL Credit Agreement, of which $860,000 remains
available to us under the Initial Loan for near term financing. In addition, the $49 million accordion under the UCIL Loan Agreement will
become available to the Company starting in September 2023 We expect that the most likely source of such future funding presently available
to us is through additional borrowings under the UCIL Loan Agreement or through the issuance of equity or debt securities. If either Woodford
or UCIL do not advance us amounts owed under their respective Loan Agreements or we are otherwise not able to secure the necessary capital
to restart our operations, hire new employees, and obtain funding sufficient to support and restart our operations, we may be forced to
permanently cease our operations, sell off our assets and operations, and/or seek bankruptcy protection, which could cause the value of
our securities to become worthless.
These
conditions, along with our current lack of material revenue producing activities, and significant debt, raise substantial doubt about
our ability to continue as a going concern for the next 12 months. For more information, see Note 2 – Liquidity and Going Concern
to the consolidated financial statements included herein.
Prior
Convertible Debt Obligations
Prior
to the Closing, we funded our operations through the issuance of convertible promissory notes.
From
August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate
amount of $821,500. The notes bore interest at 10% per year, were unsecured, and were due and payable on June 30, 2019. The Company and
the noteholders executed amendments in February 2021 to extend the maturity date to December 21, 2021. As of both June 30, 2022 and December
31, 2022, the balance of these notes was $771,500.
From
November 2019 through October 28, 2021, we issued approximately $48.2 million in aggregate principal amount of Series B convertible
promissory notes. The notes bear interest at 8% per year, were unsecured, and were due and payable on dates ranging from December
2020 to December 2022. For those promissory notes that would have matured on or before December 31, 2020, the parties extended the
maturity date to December 21, 2021 through amendments executed in February 2021. The amendments also allowed for automatic
conversion to equity as a result of the Business Combination. Nearly all of the aforementioned promissory notes automatically
converted into shares of common stock or were terminated pursuant to their terms, as applicable, in connection with the Closing.
Those that remain outstanding do not have conversion terms that were triggered by the Closing.
Immediately
prior to the Closing, approximately $60.0 million of convertible debt was converted into equity of AutoLotto. As of June 30, 2023, we
had $1.6 million of convertible debt outstanding in connection with the loan from Woodford.
See
“Recent Developments— Loan Agreement with Woodford” above for additional information on the terms of the Loan
Agreement.
Net
cash used in operating activities was $576,000 for the six months ended June 30, 2023, compared to net cash used in operating activities
of $599,000 for the six months ended June 30, 2022.
Net
cash used in investing activities during the six months ended June 30, 2023 was $0, compared to $1.18 million for the prior year. The
decrease was primarily the result of lower purchases of intangible assets in the six months ended June 30, 2023.
Net
cash provided by financing activities was $676,000 for the six months ended June 30, 2023, compared to net cash used of $480,000
for the six months ended June 30, 2022, a difference of $1.2 million year over year. In 2023 the company received funding from the Woodford Group whereas in 2022, the company paid down balances on notes
payable from related parties.
Emerging
Growth Company Accounting Election
Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth
companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth
company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits
of this extended transition period. We expect to remain an emerging growth company through the end of the 2023 fiscal year and we expect
to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare
the financial results with the financial results of another public company that is either not an emerging growth company or is an emerging
growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because
of the potential differences in accounting standards used.
Critical
Accounting Policies and Estimates
Our
financial statements and the related notes thereto included elsewhere in this Report are prepared in accordance with U.S. Generally Accepted
Accounting Principles (GAAP). The preparation of financial statements requires management to make estimates and assumptions that affect
the reporting values of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period. The more significant estimates and assumptions are those
used in determining the recoverability of long-lived assets and inventory obsolescence. Accordingly, actual results could differ
from those estimates. To the extent that there are differences between our estimates and actual results, our future financial statement
presentation, financial condition, results of operations and cash flow will be affected.
Our
critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Critical Accounting Policies and Estimates” in the Annual Report and the notes to the audited financial
statements appearing elsewhere in the Annual Report. During the six months ended June 30, 2023, there were no material changes to our
critical accounting policies from those discussed in our 2022 Annual Report. In February 2016, the FASB issued ASU 2016-02, “Leases
(Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and
other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets
it owns versus leases. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within
annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018-11 making transition requirements less burdensome. The
standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative
period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on
our financial statements as well as the expected adoption method. The adoption of this standard will not have a material impact on our
financial statements.
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”,
as additional guidance on the measurement of credit losses on financial instruments. The new guidance requires the measurement of all
expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable
supportable forecasts. In addition, the guidance amends the accounting for credit losses on available-for-sale debt securities and purchased
financial assets with credit deterioration. The new guidance is effective for all public companies for interim and annual periods beginning
after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. In October 2019,
the FASB approved a proposal which grants smaller reporting companies additional time to implement FASB standards on current expected
credit losses (CECL) to January 2023. As a smaller reporting company, we will defer adoption of ASU No. 2016-13 until January 2023. We
are currently evaluating the impact this guidance will have on our condensed consolidated financial statements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
As
a “smaller reporting company” as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this
information.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to ensure that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and
communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosures.
Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible
controls and procedures. Based on such evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of the period covered by this Report, our disclosure controls and procedures were not effective due to the
material weaknesses in our internal control over financial reporting with respect to our financial statement closing and reporting
process, as described below. As a result of this conclusion, we retained third-party accounting consultants who performed additional
analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management
believes that the financial statements included in this Report present fairly in all material respects our financial position,
results of operations and cash flows for the periods presented.
The
issues with the company’s accounting, reporting, and disclosure controls and procedures described above were first identified
and described in Amendment No. 1 to the Company’s Annual Report on Form 10K/A for the year ended December 31, 2021 (“the
Amended 2021 Annual Report”) which was filed on May 10, 2023, and Amendment No. 1 to the Company’s Quarterly Report on
Form 10Q/A for the quarter ended March 31, 2022 (the Form 10Q/A”), filed on May 15, 2023. Such issues are continuing and
management has been working to address them since the fall of 2022. Efforts to strengthen and improve the company’s disclosure
controls and procedures and internal controls over accounting and financial reporting (as described below) are ongoing.
Material
Weakness in Internal Control Over Financial Reporting
In
connection with the audit of our condensed consolidated financial statements included in our Amended Annual Report, our management identified
material weaknesses in our internal control over financial reporting as of December 31, 2021 relating to deficiencies in the design and
operation of the procedures relating to the closing of our financial statements. These include: (i) our lack of a sufficient number of
personnel with an appropriate level of knowledge and experience in accounting for complex or non-routine transactions, (ii) the fact
that our policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were
either not designed and in place or not operating effectively; (iii) our inability to complete the timely closing of financial books
at the quarter and fiscal year end, and (iv) incomplete segregation of duties in certain types of transactions and processes.
Specifically,
management did not design and maintain sufficient procedures and controls related to revenue recognition including those related to ensuring
accuracy of revenue recognized from non-routine transactions such as the sales of LotteryLink Credits, which resulted in an overstatement
of revenue of approximately $52.1 million during the year ended December 31, 2021, which required a restatement of our previously issued
financial statements for the year ended December 31, 2021 contained in the Amended Annual Report and restatement of the previously issued
report on the financial statements for March 31, 2022 on Form 10-Q/A.
We
have begun to implement remediation steps to improve our internal control over financial reporting and to remediate the identified material
weaknesses, including (i) adding personnel with sufficient accounting knowledge; (ii) adopting a more rigorous period-end review process
for financial reporting; (iii) adopting improved period close processes and accounting processes, (iv) clearly defining and documenting
the segregation of duties for certain transactions and processes, and (v) appointing a new Chief Financial Officer. Management has expanded and will continue to enhance our system of
identifying transactions and evaluating and implementing the accounting standards that apply to our financial statements, including through
enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. We intend
to continue take steps to remediate the material weaknesses described above and further continue re-assessing the design of controls,
the testing of controls and modifying processes designed to improve our internal control over financial reporting. The Company plans
to continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate to address
any other matters it identifies or are brought to its attention. We will not be able to fully remediate these material weaknesses until
these steps have been completed and have been operating effectively for a sufficient period of time. The implementation of our remediation
will be ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained
period of financial reporting cycles. We may also conclude that additional measures may be required to remediate the material weaknesses
in our internal control over financial reporting.
We
cannot assure you that the measures we take will be sufficient to remediate the material weaknesses we identified or avoid the identification
of additional material weaknesses in the future. If the steps we take do not remediate the material weaknesses in a timely manner, there
could continue to be a reasonable possibility that this control deficiency or others could result in another material misstatement of
our annual or interim financial statements that would not be prevented or detected on a timely basis.
Changes
in Internal Control Over Financial Reporting
Except
as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the
evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2023 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
The
Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
In addition, the Company is a party to several material legal proceedings, which are described below. The outcome of litigation is inherently
uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s
expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
J.
Streicher
On
July 29, 2022, the Company filed its original Verified Complaint for Breach of Contract and Specific Performance (the “Streicher
Complaint”) against J. Streicher Financial, LLC (“Streicher”) in the Court of Chancery of the State of Delaware (the
“Chancery Court”), styled AutoLotto, Inc. dba Lottery.com v. J. Streicher Financial, LLC (Case No. 2022-0661-MTZ).
In the Streicher Complaint, the Company alleged that Streicher breached the contract entered into by the parties on March 9, 2022 and
demanded that Streicher return $16,500,000.00 it owes to the Company. On September 26, 2022, the Chancery Court entered an order in favor
of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000.00
(the “Streicher Judgment”). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s
fees (the “Fee Order”). On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the
Judgment. On December 8, 2022, the Company’s prior attorney Skadden, Arps, Slate, Meagher & Flom, LLP (“Skadden”)
filed its Combined Motion to Withdraw as Counsel and For a Charging Lien in amount of $3,024,201.17 for legal fees unpaid by Company
(“Skadden’s Motion”). On December 30, 2022, the Company filed its response to Skadden’s Motion, alleging that
the Chancery Court should deny Skadden’s Motion for a Charging Lien as a matter of law or, in the alternative, limit the
charging lien to the amount of the attorneys’ fees awarded by the Fee Order. As of the date of this Amended Report, the Chancery
Court has not set Skadden’s Motion for an oral hearing, nor has it entered an order on the motion. On January 20, 2023, faced with
post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of $75,000.00. On February
13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000.00 and had agreed to make another payment in the
amount of $75,000.00 on February 28, 2023, which it failed to make. The Company intends to fully collect on the Judgment and shall pursue
all legal and equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied.
Preston
Million Class Action
On
August 19, 2022, Preston Million filed the Class Action Complaint (the “Complaint”) against the Company and
certain former officers and directors of the Company in the United States District Court for Southern District of New York (the
“Court”), styled Preston Million, Individually and on Behalf of All Others Similarly Situated vs. Lottery.com, Inc.
f/k/a Trident Acquisitions Corp., Anthony DiMatteo, Matthew Clemenson and Ryan Dickinson (Case No. 1:22-cv-07111-JLR). The
Complaint alleged violations by all defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the
“Exchange Act”) 15 U.S.C. §§ 78j(b), 78t(a), as amended by the Private Securities Litigation Reform Act of
1995 (“PSLRA”), U.S.C. § 78u-4 et seq. (collectively “Federal Securities Laws”). On November 18,
2022, the Court ordered the appointment of RTD Bros, LLC, Todd Benn, Tom Benn and Tomasz Rzedian (collectively “Lottery
Investor Group”) as lead plaintiff and Glancy Prongay & Murray, LLP as lead counsel for plaintiffs and for the class in
the case. On December 5, 2022, the Court stipulated a Scheduling Order in the case. On January 12, 2023, the Company’s
legal counsel timely filed its Notice of Appearance. On January 31, 2022, plaintiffs filed their Amended Complaint
adding Kathryn Lever, Marat Rosenberg, Vadim Komissarov, Thomas Gallagher, Gennadii Butkevych, Ilya Ponomarev as additional
defendants in the case. The Amended Complaint alleges, among other things, that defendants made materially false and
misleading statements in violation of Section 10(b),14(a) and 20(a) of the Exchange Act and plaintiffs seek compensatory damages,
reasonable cost and expenses including counsel fees and expert fees. Pursuant to the Scheduling Order, Defendant Lottery.com,
Inc. filed its motion to dismiss the Amended Complaint on April 3, 2023, under the newly consolidated caption and its proposed order
to dismiss the matter. Plaintiffs are filed their opposition to the motion to dismiss on May 18, 2023 and Defendant Lottery.com,
Inc.’s filed its reply brief in support of their motion to dismiss June 20, 2023.
TinBu
Complaint
On
March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the “TinBu Plaintiffs”) filed its original complaint
against Lottery.com, Inc. f/k/a AutoLotto, Inc. and its wholly-owned subsidiary TinBu, LLC (“TinBu”) in the Circuit
Court of the 13th Judicial District in and for Hillsborough County, Florida (the “TinBu Complaint”). The
Complaint alleges breach of contract(s) and misrepresentation with alleged damages in excess of $4.6 million. The parties agreed to
extend the Company and its subsidiary’s deadline to respond until May 1, 2023. On
May 2, 2023, the Company and its subsidiary retained local counsel who filed a Notice of Appearance on behalf of the Company and
TinBu and filed a Motion for Enlargement requesting the Court to extend its deadline to file its initial response to the Complaint
by an additional 30 days (the “Motion for Enlargement”). As of the date of this Report, the Motion for Enlargement has
not been set for a hearing. On May 5, 2023, Plaintiffs filed their Motion for Court Default (“Plaintiffs’ Motion for
Default”), despite Company’s Motion for Enlargement. As of the date of this Report, the Plaintiffs’ Motion for
Default has not been set for a hearing. The Company intends to oppose Plaintiffs’ Motion for Default. On May 9, 2023,
Plaintiffs served Plaintiffs’ First Request for Admissions (the “RFA) to the Company. The parties have agreed to an
extension of time to respond to the RFA. The Company intends to respond in a timely manner or make necessary objections to the
RFA. On June 5, 2023, the Company and TinBu filed its original Answer and Affirmative Defenses to the Complaint. On July 27, 2023, the Court
granted Company’s and Tibu’s counsel of record’s request to withdraw. The Company and Tibu have until August 26, 2023
to retain new counsel and cause an appearance in the matter.
Item
1A. Risk Factors.
As
of the date of this Report, there have been no material changes to the risk factors disclosed in the Company’s Annual Report, other
than as set forth below. In addition, we may disclose additional changes to such factors or disclose additional factors from time to
time in our future filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results
of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also
impair our business or results of operations.
The
ultimate effect of the Reverse Stock Split on the market price of our common stock cannot be predicted with any certainty and may decrease
the liquidity of our common stock and magnify any decrease in our overall market capitalization.
The
ultimate effect of the Reverse Stock Split on the market price of our common stock cannot be predicted with any certainty, and we cannot
assure you that the Reverse Stock Split will result in any or all of the expected benefits, including enabling the Company to regain
compliance with the Nasdaq listing standards, for any meaningful period of time, or at all. While we expect that the reduction in the
number of outstanding shares of common stock will proportionally increase the market price of our common stock, we cannot assure you
that the Reverse Stock Split will increase the market price of our common stock by a multiple of the Reverse Stock Split ratio or result
in any permanent or sustained increase in the market price of our common stock. The market price of our common stock depends on multiple
factors, many of which are unrelated to the number of shares outstanding, including our business and financial performance, general market
conditions and prospects for future success, any of which could have a counteracting effect to the Reverse Stock Split on the per share
price.
In
addition, the Reverse Stock Split also reduced the total number of outstanding shares of common stock, which may lead to reduced trading
for our common stock. As a result of a lower number of shares outstanding, the market for our common stock may also become more volatile.
The Reverse Stock Split also increased the number of stockholders who own “odd lots” of less than 100 shares of common stock.
A purchase or sale of less than 100 shares of common stock (an “odd lot” transaction) may result in incrementally higher
trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than
100 shares of common stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their common
stock.
Finally, the decline in the
per share price of our common stock and the decline in our overall market capitalization may be greater following the Reverse Stock Split
than would have occurred in the absence of a Reverse Stock Split. Any reduction in our market capitalization may be magnified as a result
of the smaller number of total shares of common stock outstanding following the Reverse Stock Split.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
On August 8, 2023. the Company amended and restated the loan agreement with UCIL (such agreement as so amended and restated, the “UCIL
Loan Agreement”) to remove an option to purchase up to 100% of the shares of Sports.com, a wholly-owned subsidiary of the Company,
initially granted by the Company to UCIL.
Item
6. Exhibits.
Exhibit
Number |
|
Description |
10.1 |
|
Amendment and Restatement Agreement in respect of Loan Agreement (Deed), dated as of June 12, 2023, between Lottery.com and Woodford Eurasia Assets Ltd. (incorporated by reference to Exhibit 10.28 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on June 15, 2023). |
10.2 |
|
Loan Agreement, dated as of July 26, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on August 1, 2023). |
10.3* |
|
Amended and Restated Loan Agreement, dated as of August 8, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited |
31.1* |
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
31.2* |
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
32.1** |
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
32.2** |
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
101.INS* |
|
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document |
101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document. |
101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
104* |
|
Inline
XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set |
* |
Filed
herewith. |
** |
Furnished
herewith. |
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 thereunto duly authorized.
|
Lottery.com
Inc. |
|
|
|
By: |
/s/
Matthew McGahan |
|
Name: |
Matthew
McGahan |
|
Title: |
Interim
Chief Executive Officer
(Principal
Executive Officer) |
|
By: |
/s/
Robert J. Stubblefield |
|
Name: |
Robert
J. Stubblefield |
|
Title: |
Chief
Financial Officer
(Principal
Accounting/Financial Officer) |
Dated:
August 21, 2023
Exhibit
10.3
Dated
8 August 2023
Amendment
and Restatement Agreement
in
respect of a
Loan
Agreement
originally dated 26 July 2023
between
United
Capital Investments London Limited
as
Lender
and
Lottery.com
Inc
as
Borrower
Table
of Contents
|
|
Page |
|
|
|
1. |
Definitions
and Interpretation |
1 |
|
|
|
2. |
Amendment
and Restatement of the Loan Agreement |
2 |
|
|
|
3. |
Confirmations |
2 |
|
|
|
4. |
Representations
and Warranties |
2 |
|
|
|
5. |
Costs
and Expenses |
2 |
|
|
|
6. |
Incorporation
of Terms |
2 |
|
|
|
7. |
Counterparts |
2 |
|
|
|
8. |
Governing
Law |
3 |
|
|
|
9. |
Enforcement |
3 |
|
|
|
Schedule
1 The Amended and Restated Loan Agreement |
5 |
This
Agreement is dated 8 august 2023 and made between:
(1) | UNITED
CAPITAL INVESTMENTS LONDON LIMITED, a company existing under the laws of England with
company number 10490012, having its registered office at: 18 (2nd Floor) Savile
Row, London, England, W1S 3PW (the “Lender”); and |
| |
(2) | Lottery.com,
INC, a company existing under the laws of the State of Delaware, having its registered
office at: 20808 State Hwy. 71W, Unit B, Spicewood, Texas 78669, the United States (the “Borrower”), |
(the
“Parties” and each a “Party”).
Whereas:
(A) | Reference
is made to the loan agreement dated 26 July 2023 and made between the Lender and the Borrower
(as amended, restated, supplemented, varied or extended from time to time, the “Loan
Agreement”). |
| |
(B) | The
Parties have agreed that certain terms of the Loan Agreement do not reflect the agreement
reached between the Borrower and the Lender at the time of their entry into the Loan Agreement;
specifically, at the time of execution of the Loan Agreement, there was no intention to grant
any option rights with respect to Sport.com (as defined below) shares or Sports.com domain
name and, consequently, provisions to that effect should not have been included in the Loan
Agreement. |
| |
(C) | Consequently,
the Parties wish to amend and restate the Loan Agreement on the terms and subject to the
conditions set out in this Agreement. |
| |
(D) | It
is intended that this Agreement takes effect as a deed notwithstanding the fact that a party
may only execute this Agreement under hand. |
It
is agreed as follows:
1. | Definitions
and Interpretation |
| (a) | Save
as defined in this Agreement, words and expressions defined in the Loan Agreement shall have
the same meanings in this Agreement. |
| | |
| (b) | Clauses
1.2 through 1.7 and 19 (Third Party rights) of the Loan Agreement shall be deemed
to be incorporated into this Agreement, save that references in the Loan Agreement to “this
Agreement” shall be construed as references to this Agreement. |
In
this Agreement the following expressions shall have the following meanings:
“Amended
Loan Agreement” means the Loan Agreement as amended and restated by this Agreement.
“Effective
Date” means the date of this Agreement.
“Sports.com”
means a company existing under the laws of the State of Texas, having its registered office at: 20808 State Hwy. 71W, Unit B, Spicewood,
Texas 78669, the United States.
2. | Amendment
and Restatement of the Loan Agreement |
2.1 | Pursuant
to the terms of the Loan Agreement, each Party consents to the amendments and restatement
to the Loan Agreement contemplated by this Agreement. |
2.2 | With
effect on and from the Effective Date: |
| (a) | the
Loan Agreement shall be amended and restated in the form set out in Schedule 1 (The Amended
and Restated Loan Agreement); and |
| | |
| (b) | all
references in the Loan Agreement to “this Agreement” shall be construed to be
to the Amended Loan Agreement. |
2.3 | With
effect on and from the Effective Date, the Loan Agreement and this Agreement shall be read
and construed as one document and references to the Loan Agreement in each Transaction Document
shall be read and construed as references to the Amended Loan Agreement. |
| |
2.4 | Save
as amended and restated by this Agreement, the Loan Agreement, and each Transaction Document
to which it is a party shall continue in full force and effect. |
3.1 | The
Borrower shall, at the request of the Lender, and at its own expense, do all such acts and
things necessary or desirable to give effect to the amendments effected or intended to be
effected pursuant to this Agreement. |
4. | Representations
and Warranties |
The
Borrower on the Effective Date makes the representations and warranties set out in Clause 5 (Borrower’s Representations and
Warranties) of the Loan Agreement as if references to “this Agreement” in those representations were references to this
Agreement.
The
provisions of Clause 23 (Costs) of the Loan Agreement shall apply to this Agreement as if it were expressly set out in this Agreement
with the necessary changes being made and with each reference in the Loan Agreement to “this Agreement” being construed as
references to this Agreement.
The
terms of clauses 12 (Notices), 17 (Invalidity) and 22 (Remedies) of the Loan Agreement shall be deemed to be incorporated
into this Agreement save that references in the Loan Agreement to “this Agreement” shall be construed as references to this
Agreement.
This
Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
This
Agreement and any dispute or claim arising out of or in connection with this Agreement or their subject matter, existence, negotiation,
validity, termination, enforceability or breach (including non-contractual disputes or claims) shall be governed by, and construed in
accordance with, English law.
Any
dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by the LCIA under the LCIA Rules (the “Rules”), which Rules are deemed to
be incorporated by reference into this Clause 9. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration
shall be London, the United Kingdom. The language to be used in the arbitral proceedings shall be English. The Parties agree that any
restriction in the Rules upon the nomination or appointment of an arbitrator by reason of nationality shall not apply to any arbitration
commenced pursuant to this Clause 9. Any decision under such arbitration proceedings shall be final and binding on the Parties. The tribunal
shall order an unsuccessful Party in the arbitration to pay the legal and other costs incurred in connection with the arbitration by
a successful Party. Each Party consents to be joined in the arbitration commenced under the arbitration agreement set out in this Clause
9. For the avoidance of doubt, this Clause 10 constitutes each Party’s consent to joinder in writing for the purposes of the Rules.
Each Party agrees to be bound by any award rendered in the arbitration, to which it was joined pursuant to this Clause 9. Each Party
consents to the consolidation, in accordance with the Rules, of two (2) or more arbitrations commenced under the arbitration agreement
set out in this Clause 9. For the avoidance of doubt, this Clause 9 constitutes each Party’s agreement to consolidation in writing
for the purposes of the Rules.
This
Agreement has been entered into on the date stated at the beginning of this Agreement and executed as a deed by the Borrower and is intended
to be and is delivered by them as a deed on the date specified above.
Signatories
The
Borrower |
|
|
|
|
|
|
|
Executed
as a deed by |
|
|
|
Lottery.com
Inc |
|
|
/s/
Paul Jordan |
|
|
By: |
Paul
Jordan |
in
the presence of: |
|
|
|
|
|
|
|
|
Date:
8/14/2023 |
|
|
Name
of Witness: |
|
|
Position: |
|
|
The
Lender |
|
|
|
|
|
|
|
Executed
as a deed by |
|
|
|
United
Capital Investments London Limited |
|
|
/s/ Barney Battles |
|
|
By: |
Barney
Battles |
in
the presence of: |
|
|
|
|
|
|
|
|
Date:
8/14/2023 |
|
|
Name
of Witness: |
|
|
Position: |
|
|
Schedule
1
The
Amended and Restated Loan Agreement
United
Capital Investments London Limited
as
Lender
and
Lottery.com
Inc
as
Borrower
amended
and Restated Loan Agreement
originally
dated 26 July and amended and restated on 8 August 2023
CONTENTS
Clause |
|
Page |
|
|
|
1. |
Definitions
and interpretation |
1 |
|
|
|
2. |
Loan |
5 |
|
|
|
3. |
Purpose |
9 |
|
|
|
4. |
Repayment |
9 |
|
|
|
5. |
Borrower’s
representations and warranties |
10 |
|
|
|
6. |
Borrower’s
undertakings |
12 |
|
|
|
7. |
Default |
15 |
|
|
|
8. |
Events
of default |
15 |
|
|
|
9. |
Conversion |
17 |
|
|
|
10. |
Warrants |
20 |
|
|
|
11. |
Deleted |
20 |
|
|
|
12. |
Notices |
20 |
|
|
|
13. |
Confidentiality |
22 |
|
|
|
14. |
Counterparts |
23 |
|
|
|
15. |
Variation,
waiver and consent |
23 |
|
|
|
16. |
Entire
agreement |
24 |
|
|
|
17. |
Invalidity |
24 |
|
|
|
18. |
Further
assurance |
24 |
|
|
|
19. |
Third
party rights |
24 |
|
|
|
20. |
Assignment |
24 |
|
|
|
21. |
Surviving
provisions |
25 |
|
|
|
22. |
Remedies |
25 |
|
|
|
23. |
Costs |
25 |
|
|
|
24. |
Governing
law and jurisdiction |
25 |
|
|
|
25. |
Governing
language |
25 |
This
loan agreement (the “Agreement”) is originally made on 26 July 2023 and subsequently amended and restated by an amendment
and restatement agreement executed on 8 August 2023 by and between:
Parties
(1) | UNITED
CAPITAL INVESTMENTS LONDON LIMITED, a company existing under the laws of 10490012,
having its registered office at: 18 (2nd Floor) Savile Row, London, England, W1S 3PW (the
“Lender”); and |
| |
(2) | LOTTERY.COM,
INC, a company existing under the laws of the State of Delaware, having its registered
office at: 20808 State Hwy. 71W, Unit B, Spicewood, Texas 78669, the United States (the “Borrower”). |
The
Lender and the Borrower are jointly referred to as the “Parties” and each individually as a “Party”.
Recitals
(A) | The
Lender has agreed to provide certain financing to the Borrower on the terms set out in this
Agreement. |
| |
(B) | Each
Party enters into this Agreement in consideration of the other Party entering into this Agreement
and accepting its terms. |
It
is agreed as follows:
1. | DEFINITIONS
AND INTERPRETATION |
In
this Agreement, the following terms shall have the following meanings:
“1st
Amendment and Restatement Agreement” means the amendment and restatement agreement to this Agreement dated 8 August 2023;
“Accordion”
means the principal amount of USD 49,000,000 (or such other amount or type of financing in lieu of loan as the Parties may agree
in writing) made or to be made available by the Lender on the terms of this Agreement, with the pricing being consistent with the Initial
Loan;
“Affiliate”
means, with respect to any person, any other person that, directly or indirectly, controls, is controlled by, or is under common control
with such person in each case from time to time;
“Applicable
Law” means any applicable law, statute, ordinance, code, rule, regulation, resolution, order, decree, judgments, awards and
decisions of any court, arbitral tribunal or competent authority permit or variance of any governmental entity, or any binding agreement
with any governmental entity, in each case having force of law;
“Board”
means the board of directors of the Borrower as constituted from time to time;
“Business
Day” means a day other than Saturday and Sunday or public holiday in London (the United Kingdom) or New York (the US) and on
which banks generally are open in London (the United Kingdom) or New York (the US) for the transaction of normal banking business, and,
where used to specify the period, within which any act is to be done or not to be done, a day other than a day, which is a Saturday,
Sunday or public holiday in any jurisdiction, in which such act is to be done or not to be done;
“Conditions”
has the meaning given in clause 2.3(a);
“Conversion”
means the conversion of an amount of the Initial Loan and Accordion together with the accrued interest, in whole or in part, as determined
by the Lender at its sole discretion, into the Conversion Shares in accordance with clause 9 (Conversion);
“Conversion
Date” has the meaning given in clause 9.3 (Completion); “Conversion Price” means the lower of:
| (a) | USD
0.075 per Share; and |
| | |
| (b) | if
the Shares are no longer listed on NASDAQ or the trading of Shares is suspended for a period
of 5 (five) consecutive Business Days or more, the fair market price per Share reasonably
determined by the Lender with a 20% discount or if the Borrower disagrees with the Share
price proposed by the Lender, the fair market price per Share determined by the Independent
Valuer with a 20% discount; |
“Conversion
Shares” means the Shares to be issued in favour of the Lender during the Conversion, the amount of which shall be calculated
by diving the Repayable Amount to be discharged by way of Conversion by the Conversion Price;
“Encumbrance”
means any mortgage, charge, pledge, lien, option, restriction, assignment, hypothecation, security interest, title retention or any other
agreement or arrangement, the effect of which is the creation of security, or the creation of a right to acquire (including any option,
right of first refusal or right of pre-emption), third party right or interest, other encumbrance or security interest or derivative
interest of any kind, or any other type of preferential arrangement (including a title transfer or retention arrangement) having similar
effect and any agreement to create any of the foregoing, and “Encumber” shall be construed accordingly;
“Event
of Default” has the meaning given in clause 8.1 (Event of Default);
“IFRS”
means the International Financial Reporting Standards, together with the pronouncements on the above from time to time, and applied on
a consistent basis;
“Indebtedness”
means, in respect of any company or other entity, any borrowing or indebtedness in the nature of borrowing (including any indebtedness
for monies borrowed or raised under any bank or third party guarantee, acceptance credit, bond, note, bill of exchange or commercial
paper, letter of credit, finance lease, hire purchase agreement, forward sale or purchase agreement or conditional sale agreement or
other transaction having the commercial effect of a borrowing and all finance, loan and other obligations of a kind required to be included
in the balance sheet of a company or other entity pursuant to the IFRS;
“Independent
Valuer” means a reputable independent valuer, having experience of not less than 10 (ten) years conducting valuation of businesses
of similar type and standing as the Borrower, not affiliated with the Lender or Borrower, chosen by the Lender with the consent of the
Borrower (such consent not to be unreasonably withheld or denied);
“Initial
Loan” means the principal amount of USD 1,000,000 made or to be made available by the Lender on the terms of this Agreement;
“Initial
Loan Maturity Date” has the meaning given in clause 4.1(a)(i);
“Loan”
means together:
| (a) | the
principal amount of the Initial Loan; and |
| | |
| (b) | if
applicable, the principal amount of the Accordion; |
“Loan
Disbursement Date” has the meaning given in clause 2.3(g);
“Material
Adverse Effect” means any circumstance or event not explicitly and in writing disclosed to the Lender and/or subsequent to
the date of this Agreement (including the commencement of any litigation, arbitration or administrative proceeding, change of law) which,
in the opinion of the Lender, has caused or evolved to a material adverse effect on the business, financial condition or assets of the
Borrower or the ability of the Borrower to comply with its obligations under the Transaction Documents, wherein any such “Material
Adverse Effect” has not been waived in writing by the Lender within five (5) business days of its occurrence;
“Paying
Agent” means any Affiliate or any related party of the Lender acting as the Lender’ paying agent;
“Permitted
Security” means such mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other arraignment
or agreement having similar effect with respect to any assets of the Borrower in existence as of the date of this Agreement and which
has been duly disclosed to the Lender prior to the date of this Agreement;
“Repayable
Amount” means an amount equal to the Loan disbursed by the Lender to the Borrower or otherwise provided on the terms of this
Agreement plus interest accrued as specified in clause 2.2 (Interest), from time to time;
“Shares”
means the highest-ranking shares of common stock in the Borrower from time to time;
“Sports.com”
means a company existing under the laws of the State of Texas, having its registered office at: 20808 State Hwy. 71W, Unit B, Spicewood,
Texas 78669, the United States;”
“Sports.com
Shares” means all of the shares in Sports.com from time to time;
“Transaction
Documents” means this Agreement, the 1st Amendment Agreement, any Warrant, and any other documents contemplated
by any of them;
“Transferee”
means any person designated by the Lender, to whom the Borrower shall transfer the relevant Shares on the terms of this Agreement;
“UCIL”
means United Capital Investments London Limited, company number 10490012, having its registered office at: 18 (2nd Floor) Savile
Row, London, England, W1S 3PW;
“UCIL
Securitization Agreement” means the agreement to be entered into by and between the Parties regarding certain assets of the
Borrower at such time as may be requested by the Lender in accordance with this Agreement; and
“Warrants”
has the meaning given in clause 10(a).
Clause
headings and the table of contents are inserted for ease of reference only and shall not affect construction.
References
to this Agreement include the Recitals, which form part of this Agreement for all purposes. References in this Agreement to the Parties,
the Recitals and clauses are references respectively to the Parties, the Recitals and clauses of this Agreement.
Save
where specifically required or indicated otherwise:
| (a) | words
importing one (1) gender shall be treated as importing any gender, words importing individuals
shall be treated as importing companies and vice versa, words importing the singular
shall be treated as importing the plural and vice versa, and words importing the whole
shall be treated as including a reference to any part of the whole; |
| | |
| (b) | a
reference to the Transaction Documents and, in particular, this Agreement or to any other
agreement or document referred to in this Agreement is a reference to this the Transaction
Documents or such other document or agreement as amended, supplemented, varied or novated
from time to time; |
| | |
| (c) | a
reference to the “Borrower” or the “Lender” shall,
where relevant, be construed so as to include their respective successors in title, permitted
transferees or assignees (whether immediate or derivative); |
| | |
| (d) | the
Event of Default being described as “continuing” means that it has neither
been remedied to the satisfaction of the Lender nor expressly waived in writing (including
by email) by the Lender; |
| | |
| (e) | references
to a “person” shall include any individual, firm, body corporate, unincorporated
association, government, state or agency of state, association, joint venture or partnership,
in each case whether or not having a separate legal personality; |
| | |
| (f) | references
to a “company” shall be construed so as to include any company, corporation
or other body corporate wherever and however incorporated or established, and so as to include
any company in succession to all, or substantially all, of the business of that company or
firm; |
| | |
| (g) | references
to the word “include”, “including” or “in
particular” (or any similar term) are not to be construed as implying any limitation,
except where made together with words like “exclusively” (or any similar
term) and general words introduced by the word “other” (or any similar
term) shall not be given a restrictive meaning by reason of the fact that they are preceded
by words indicating a particular class of acts, matters or things; |
| | |
| (h) | reference
to “writing” or “written” includes any method of reproducing
words or text in a legible and non-transitory form, and, for the avoidance of doubt, shall
not include email, unless this Agreement provides to the contrary; and |
| | |
| (i) | references
to “USD” are to the lawful currency of the United States of America from
time to time. |
Time
periods in this Agreement shall be understood in the following way:
| (a) | references
to times of the day are to that time in London, the United Kingdom (unless otherwise stipulated); |
| | |
| (b) | references
to a “day” are to a period of twenty-four (24) hours running from midnight
to midnight; |
| | |
| (c) | references
to a “year” are to a calendar year, meaning any period of twelve (12)
consecutive months; and |
| | |
| (d) | if
a period of time is specified as from a given day, or from the day of an act or event, it
shall be calculated exclusive of that day. |
| (a) | Where
there is any inconsistency between the definitions set out in this clause 1 (Definitions
and interpretation) and the definitions set out in any clause, then, for the purposes
of construing such clause, the definitions set out in such clause shall prevail. |
| | |
| (b) | Where
there is any inconsistency between any number in words in this Agreement and the same number
in digits determined in brackets, then for the purpose of construing such number, number
in words shall prevail. |
1.7 | Meaning
of undefined terms |
If
a word or term used in this Agreement is not defined in this clause 1 (Definitions and interpretation), it shall have the meaning
ascribed to it in the text of this Agreement.
1.8 | Negotiation
of Agreement |
The
Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favouring
or disfavouring any Party by virtue of the authorship of any provisions of this Agreement.
Subject
to the terms of this Agreement and in reliance on the representations and warranties contained in clause 5 (Borrower’s representations
and warranties), the Lender agrees to make available and lend to the Borrower, and the Borrower agrees to borrow, the Initial Loan,
and, subject to clause 2.4 (Accordion), the Accordion.
The
Borrower shall pay to the Lender interest on the Loan at the rate of ten (10) per cent per annum, subject to the following:
| (a) | interest
on the Initial Loan shall accrue daily, starting from the first Loan Disbursement Date in
relation to the Initial Loan, on the outstanding principal amount of the Initial Loan and
shall be calculated on the basis of actual number of days elapsed and a year of three hundred
and sixty-five (365) days; |
| | |
| (b) | the
interest accrued on the outstanding amount of the Initial Loan shall be repaid on the Initial
Loan Maturity Date, together with the relevant amount of the Initial Loan; |
| (c) | interest
on Accordion shall accrue daily, starting from the first disbursement of an Accordion (or
any part thereof), on the outstanding principal amount of the Accordion outstanding from
time to time and shall be calculated on the basis of actual number of days elapsed and a
year of three hundred and sixty-five (365) days; |
| | |
| (d) | the
interest accrued on the outstanding amount of the Accordion shall be repaid on the Accordion
Maturity Date (as this term is defined in clause 4.1(a)(ii)), together with the relevant
amount of the Accordion Loan; and |
| | |
| (e) | if
the Borrower fails to make any payment due under this Agreement on the due date for payment,
interest on the unpaid amount of the Loan shall accrue daily, from the date of non-payment
to the date of actual payment, at 8% above the rate specified in this clause 0. Interest
accrued under this clause 2.2(e) shall be immediately payable by the Borrower on demand from
the Lender. |
| (a) | The
Loan shall be disbursed by the Lender in such amounts and at such times prior to the termination
of this Agreement as the Borrower may request on the terms of the remaining provisions of
this clause 2.3. |
| | |
| (b) | Each
disbursement of the Loan, shall be made subject to the Borrower satisfying or procuring the
satisfaction of, to the fullest extent applicable, all conditions set out in clause 2.5
(Conditions) (together the “Conditions”) on the relevant Loan Disbursement Date and, in relation to Accordion
only, the Lender having agreed to provide the Accordion to the Borrower and the Parties have executed and perfected the UCIL Securitization
Agreement to the satisfaction of the Lender in accordance with the terms of this Agreement. |
| | |
| (c) | For
the avoidance of doubt, the Lender shall not be obliged to transfer (or procure the transfer
by the Paying Agent of) any amount of the Loan (other than the Initial Loan) to the Borrower
or otherwise, unless all the Conditions have been satisfied and continue to be satisfied
on the relevant Loan Disbursement Date. |
| | |
| (d) | Unless
the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall
(or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan,
provided that: |
| (A) | the
Borrower has confirmed in writing that it is prepared to issue Conversion Shares in the amount
of 20% of the capital of the Borrower (post-money) as soon as reasonably practicable and
not later than within three (3) Business Day of the relevant disbursement of the Initial
Loan; and |
| | |
| (B) | the
Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. |
| (e) | If
the Borrower wishes to draw any amount of the Loan, the Borrower shall give the Lender a
request (each such request being an “Loan Tranche Request”) in writing
specifying: |
| (i) | the
amount of the Loan to be disbursed; |
| | |
| (ii) | the
intended disbursement date, which shall be not less than five (5) Business Days following
the date of the Lender’s receipt of the relevant Loan Tranche Request, unless the Parties
agree otherwise; |
| (iii) | the
recipient (the Borrower or any third-party recipient) and the relevant bank account details
of the payment recipient; |
| | |
| (iv) | the
purpose of the relevant payment; and |
| | |
| (v) | any
additional details reasonably sufficient for the Lender to transfer the relevant amount of
any of the Loan Tranches pursuant to such Loan Tranche Request, |
in
any case, provided that:
| (A) | the
total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial
Loan, unless the Parties agree otherwise in writing; and |
| | |
| (B) | the
total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000
unless the Parties agree otherwise in writing. |
| (f) | Each
Loan Tranche Request shall be irrevocable and oblige the Borrower to borrow the respective
amount of the Loan on the terms of this Agreement. For the avoidance of doubt, there may
be several Loan Tranche Requests up until the earlier of: |
| (i) | the
Loan is disbursed by the Lender in full; or |
| | |
| (ii) | the
date falling twenty-four (24) months after the date of this Agreement. |
| (g) | The
Lender shall (or shall procure that its Paying Agent shall), within five (5) Business Days
upon the Lender receiving the relevant Loan Tranche Request or on such other later reasonable
date as the Borrower indicates in the Loan Tranche Request, disburse the amount of the Loan
specified in the relevant Loan Tranche Request or such lower amount as the Parties may agree
in writing to the bank account as notified in the relevant Loan Tranche Request, with value
date as of the date of the disbursement (each such value date being the “Loan Disbursement
Date”), in each case, subject to clause 2.5 (Conditions). |
| | |
| (h) | The
obligation of the Lender to disburse the relevant amount of the Loan shall be deemed duly
performed after the funds in the respective amount (including, for the avoidance of doubt,
to cover the relevant Borrower’s expenses and/or costs) were duly debited from the
bank account of the Lender, its Paying Agent and/or any other person acting on behalf of
the Lender, as applicable. |
| | |
| (i) | The
Parties hereby confirm and acknowledge that: |
| (i) | the
Lender’s obligation to disburse the relevant amount of the Initial Loan pursuant to
this clause 2.3 may be performed: |
| (A) | by
transferring such amount to any third-party recipient indicated in the relevant Loan Tranche
Request (including, for the avoidance of doubt, to pay the Borrower’s bills); and |
| | |
| (B) | by
the Lender’s Paying Agent, |
and
the disbursement of any amount of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall be deemed
to be due fulfilment of the Lender’s obligation to disburse the respective amount of the Loan and shall be accounted and accepted
in discharge of the Loan. Notwithstanding anything to the contrary, the Lender may, at its discretion and in lieu of the relevant disbursement
of any amount of the Loan, finance some or all of the Borrower’s costs and/or expenses (including, for the avoidance of doubt,
by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts
of the Loan to be disbursed by the Lender under this Agreement; and
| (ii) | any
amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent
and/or any other person acting on behalf of the Lender, in each case to the Borrower, another
person indicated by or on behalf of the Borrower or any other person as determined at the
Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall
be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the
Lender under this Agreement. |
Subject
to clause 2.5 (Conditions) and the Borrower’s written request, the Lender may (but is not obliged to) agree to provide additional
funding (the Accordion) to the Borrower (or as the Parties may otherwise agree) in the principal amount of up to USD 49,000,000 (forty
nine million) to be provided:
| (a) | by
the Lender to the Borrower (or as the Parties otherwise agree) in one (1) or several instalments
(for the avoidance of doubt, this clause shall not limit the number of such instalments)
as the Parties may agree in writing or, if so agreed between the Parties in writing, in which
case clause 2.3(e) shall apply mutatis mutandis; and |
| | |
| (b) | subject
to the Parties agreeing the business plan of the Borrower. |
| (a) | Disbursement
of any amounts of the Loan shall be at all times conditional on the following Conditions
having been satisfied and continuing to be satisfied, to the satisfaction of the Lender and
to fullest extent applicable: |
| (i) | all
necessary or appropriate corporate, governmental or statutory approvals having been obtained
and any other actions required having been taken to authorise execution and performance of
the Transaction Documents by the Borrower; |
| | |
| (ii) | the
making of the disbursement does not conflict and will not conflict with any other agreement
or other document to which the Borrower or its assets are subject; |
| | |
| (iii) | no
Material Adverse Effect has occurred or is continuing, which event has not been waived by
the Lender; |
| | |
| (iv) | no
Event of Default is continuing or will occur as a result of disbursement of the Loan; and |
| | |
| (v) | the
Borrower’s compliance with all the listing requirements, including any current audited
financial statements in form and content acceptable to the Lender, unless waived by the lender
for the relevant tranches at its discretion. |
| (b) | The
Borrower shall procure that the Board members shall: |
| (i) | be
acceptable to any governmental and quasi-governmental authorities having regulatory authority
over the conduct of lottery, gaming and sports betting in the United States or any jurisdictions
in which the Borrower conducts business; and |
| (ii) | not
cause the Borrower to violate any Nasdaq or U.S. Securities and Exchange Commission (SEC)
requirements with respect to corporate governance, shareholder approval (if required), disclosure,
independence or diversity. |
| (c) | With
respect to the first disbursement under the Accordion only, the Parties have executed and
perfected the UCIL Securitization Agreement to the satisfaction of the Lender at all times
ensuring that the terms of such UCIL Securitization Agreement does not conflict and will
not conflict with any other agreement or other document to which the Borrower or its assets
are subject. |
| | |
| (d) | The
Lender may in its discretion waive either in whole or in part the Conditions at any time
by a notice in writing (including by email) to the Borrower. |
Unless
the Parties agree otherwise in writing, the proceeds of the Loan shall be used as follows:
| (a) | in
relation to the proceeds of the Initial Loan: |
| (i) | to
restart the operations of the Borrower, including paying the relevant amount of salary remuneration
or other compensation and applicable taxes, and expenses to the Borrower’s staff and
consultants, as appropriately documented; and |
| | |
| (ii) | for
general corporate purposes as requested by the Borrower as approved by the Lender (such approval
not to be unreasonably withheld); and |
| (b) | in
relation to the proceeds of the Accordion: |
| (i) | for
general corporate purposes as requested by the Borrower as approved by the Lender (such approval
not to be unreasonably withheld); and |
| | |
| (ii) | for
any other purpose to be agreed between the Parties in writing, |
(together
the “Purpose”) provided that the Lender is not obliged to monitor or verify how any amount advanced under this Agreement
is used.
4.1 | Borrower’s
obligation to repay Loan |
| (a) | The
Borrower shall repay the Repayable Amount: |
| (i) | in
relation to the Initial Loan together with all accrued interest thereon (each an “Initial
Loan Maturity Date”) on the date which is twenty four (24) months from the date
of the Initial Loan First Disbursement; and |
| | |
| (ii) | in
relation to the Accordion together with all accrued interest on the Accordion, on the date
which is twenty-four (24) months from the date of the first disbursement under the Accordion
(the “Accordion Maturity Date”). |
| (b) | Any
certification or determination by the Lender of the relevant Repayable Amount, including,
for the avoidance of doubt, the amounts set out in clauses 2.3(i)(i) and 2.3(i)(ii), is,
in the absence of manifest error, conclusive evidence of the matters to which it relates. |
The
Lender may provide the relevant certification or determination to the Borrower in writing (including by email).
| (c) | All
repayments of the Loan shall be applied first to the accrued interest, and thereafter to
the principal amount of the Loan. |
| | |
| (d) | The
obligation of the Borrower to repay the Repayable Amount shall be deemed duly performed after
the funds in the amount of the Repayable Amount were duly credited to the bank account of
the Lender. |
The
Borrower shall have a right to prepay the principal amount of the Loan outstanding without a prior written consent of the Lender, but
without prejudice to (a) the Lender’s right to the Conversion pursuant to clause 9 (Conversion) and (b) the Borrower’s
obligation to issue the Warrants pursuant to clause 10 (Warrants).
| (a) | Any
amount due by the Borrower to the Lender under this Agreement shall be paid in such currency,
in which the relevant Loan was disbursed to the Borrower (except as otherwise agreed by the
Parties or required by the Applicable Law), to the Lender’s account as the Lender may
designate by written notice (including by email) to the Borrower at least three (3)
Business Days before the date of payment, and in each case without any deduction, withholding, counterclaim or set-off, except to the
extent provided for under the Applicable Law. |
| | |
| (b) | If
the Borrower is compelled by the Applicable Law to withhold or deduct the taxes from any
amount payable under this Agreement, such amount due from the Borrower shall be increased
to an amount which (after making any such withholding or deduction) leaves an amount equal
to the payment, which would have been due from the Borrower if no such withholding or deduction
had been required. |
5. | BORROWER’S
REPRESENTATIONS AND WARRANTIES |
5.1 | Borrower’s
representations and warranties |
The
Borrower represents and warrants to the Lender that on the date of this Agreement each of the statements provided for in this clause
5 is true, accurate and not misleading. All such representations and warranties shall be deemed to be repeated with reference to the
facts and circumstances then subsisting on the date of this Agreement and on each next day until the Repayable Amount has been paid to
the Lender in full.
5.2 | Borrower
duly incorporated |
The
Borrower is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
5.3 | Borrower’s
power to contract |
The
Borrower has all requisite capacity, power and authority to enter into, deliver, and perform its respective obligations under the Transaction
Documents in accordance with their terms, and shall have taken all necessary corporate and other actions to authorise the execution,
delivery and performance of the Transaction Documents. For the avoidance of doubt, this includes all requisite capacity, power and authority
of the Borrower to issue the Conversion Shares and the Warrants.
The
Borrower has obtained all licences, permits, permissions, registrations, authorisations and consents required for carrying on its business
effectively in the places and in the manner, in which such business is now carried on. All such licences, permits, permissions, registrations,
authorisations and consents are in full force and effect, are not limited in duration (save for their terms) or subject to any unusual
or onerous conditions.
No
order has been made, petition presented or meeting convened for the winding up of the Borrower, or for the appointment of an administrator
or any provisional liquidator (or equivalent in the jurisdiction of its incorporation) (or other process whereby the business is terminated
and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and the Borrower
is fully solvent and able to meet its debs under the Applicable Law.
5.6 | Validity
of obligations |
The
Transaction Documents constitute the Borrower’s legal, valid and binding obligations, enforceable in accordance with the respective
terms of the Transaction Documents.
The
entry into and performance by the Borrower of the Transaction Documents do not conflict with:
| (a) | any
Applicable Law or regulation; |
| | |
| (b) | constitutional
documents of the Borrower; |
| | |
| (c) | any
agreement or instrument binding the Borrower or any assets of the Borrower; or |
| | |
| (d) | any
order, judgment, decree or other restriction applicable to the Borrower. |
5.8 | Governing
law and enforcement |
The
choice of English law as the governing law of this Agreement will be recognised and enforced in the jurisdiction of incorporation of
the Borrower.
The
payment obligations of the Borrower under this Agreement rank at least pari passu in right and priority of payment with all other
Borrower’s unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent, except for those
obligations and liabilities mandatorily preferred by the Applicable Law.
The
Borrower has disclosed to the Lender before the date of this Agreement all information relating to it and the transaction that is material
to be known by a lender (in the context of a loan for a similar amount and on terms similar to this Agreement) and the information is
accurate and complete in all material respects.
Except
as fairly and fully disclosed to the Lender, no litigation, arbitration, administrative or criminal proceedings are taking place or pending,
or, to the best of the Borrower’s knowledge and belief (after due and careful enquiry), have been threatened against it, or any
of its directors or any of its assets which, in any case, might have a material adverse effect on its business, assets, condition or
ability to comply with its obligations under the Transaction Documents.
| (a) | Sports.com
is a company duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. |
| | |
| (b) | The
Sports.com Shares are fully paid and not subject to any option to purchase or similar rights
other than in favour of the Lender. |
| | |
| (c) | No
order has been made, petition presented or meeting convened for the winding up of Sports.com,
or for the appointment of an administrator or any provisional liquidator (or equivalent in
the jurisdiction of its incorporation) (or other process whereby the business is terminated
and the assets of the company concerned are distributed amongst the creditors and/or shareholders
or other contributors), and Sports.com is fully solvent and able to meet its debs under the
Applicable Law. |
5.13 | Sports.com
domain, Lottery.com domain |
The
Borrower:
| (a) | is
the sole legal and beneficial owner of or has licensed to it all the intellectual property
to domains “sports.com” and “lottery.com”; and |
| | |
| (b) | has
taken all formal or procedural actions (including payment of fees) required to maintain all
intellectual property to domains “sports.com” and “lottery.com”. |
6. | BORROWER’S
UNDERTAKINGS |
6.1 | Borrower’s
undertakings |
During
the term of this Agreement, the Borrower shall comply with undertakings provided for in the remaining provisions of this clause 6.
The
Borrower shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect and supply to the Lender
certified copies of any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgment or registration
required to enable it to perform its obligations under the Transaction Documents, to ensure the legality, validity, enforceability or
admissibility in evidence of the Transaction Documents and to carry on its specific businesses.
The
Borrower shall comply in all respects with all laws, to which it may be subject, if failure so to comply would materially impair its
ability to perform its obligations under the Transaction Documents.
The
Borrower shall ensure that Borrower’s payment obligations under this Agreement rank at least pari passu in right and priority
of payment with all other Borrower’s unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent,
except for those obligations and liabilities mandatorily preferred by the Applicable Law.
Until
the date when the Loan has been paid to the Lender in full, the Borrower shall not:
| (a) | make
any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any
person or otherwise voluntarily assume any liability, whether actual or contingent, in respect
of any obligation of any person, without a prior written consent of the Lender, wherein any
such amount is in excess of USD1,000,000; and/or |
| | |
| (b) | attract
or obtain any loans, credits or other financing for the amount exceeding USD1,000,000 without
a prior written consent of the Lender, which consent shall not be unreasonably withheld by
Lender. |
| (a) | The
Borrower shall not, without a prior written consent of the Lender, sell, lease, transfer
or otherwise dispose of (either by a single transaction or by a series of transactions, whether
related or not) any assets with a market value, as determined by independent third-party
appraisal, of more than USD1,000,000. |
| | |
| (b) | The
Borrower shall maintain enough assets to perform its obligations under the Transaction Documents. |
The
Borrower shall promptly supply to the Lender, upon the Lender providing it with reasonable advance notice, any and all documents and
information (including any of its financial statements) as the Lender may reasonably request from to time.
The
Borrower shall not, without a prior written consent of the Lender, encumber any of its assets, except in the normal course of business
and for no more than USD1,000,000, or any of shares that it holds in its Affiliates, unless the Parties agree otherwise, other than the
Permitted Security.
The
Borrower shall comply with all tax regulations under the Applicable Law, including filing all required tax returns and paying all due
taxes.
The
Borrower shall:
| (a) | conduct
its businesses in compliance with applicable anti-corruption laws; and |
| | |
| (b) | maintain
policies and procedures designed against the breach of such laws. |
The
Borrower shall not make any substantial change to the general nature or scope of its business as carried on at the date of this Agreement
and that the Borrower carry on its business in the ordinary and usual course in accordance with the Applicable Law in the same manner
as the Borrower was operating prior to the date of this Agreement.
The
Borrower shall not enter into any amalgamation, demerger, merger, or corporate reconstruction without the prior written consent of the
Lender.
The
Borrower shall, if the Lender reasonably suspects an Event of Default is continuing or may occur, permit the Lender or accountants or
other professional advisers of the Lender free access at all reasonable times and on reasonable notice at the risk and cost of the Borrower
to the office premises, assets, books, accounts and records of the Borrower and meet and discuss matters with the directors of the Borrower.
The
Borrower shall not, without prior written consent of the Lender:
| (a) | amend
or restate memorandum and articles of association, charter or other constitutional documents
of the Borrower; |
| | |
| (b) | declare,
make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend,
charge, fee or other distribution) (whether in cash or in kind), except as required by law,
on or in respect of its share capital (or any class of its share capital) or any warrants
for the time being in issue; |
| | |
| (c) | repay
or distribute any dividend or share premium reserve or capital redemption or any undistributable
reserve; |
| | |
| (d) | perpetrate
any additional emission of shares, which may negatively affect the position of the Lender
(including through dilution of any stake that the Lender holds in the Borrower), without
the consent of the Lender; |
| | |
| (e) | pay
any management, advisory or other fee to, or to the order of, any of the shareholders or
other Affiliates of the Borrower; or |
| | |
| (f) | reduce,
redeem, repurchase, defease, retire or repay any of its share capital or any warrants for
the time being in issue or resolve to do so. |
The
Borrower shall, within 5 (five ) Business Days of demand, indemnify the Lender and each officer, employee or authorised representative
of the Lender (each such person for the purposes of this clause, an “Indemnified Person”), against any cost (including,
for the avoidance of doubt any legal costs incurred by the Indemnified Party), loss or liability incurred by the Indemnified Person in
connection with or arising out of any dispute or claim brought against the Indemnified Party by Woodford EurAsia Assets Limited, company
number 10264067 with registered office 10 Foster Lane, 3rd Floor, London, EC2V 6HR (including but not limited to those incurred in connection
with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the above), unless such loss or liability
is caused by the gross negligence, wilful misconduct or unlawful conduct of the relevant Indemnified Person. Any officer or employee
or the authorised representative of the Lender may rely on this clause 6.15 subject to clause 19 (Third Party Rights) and the
provisions of the Third Parties Act.
7.1 | Lender’s
rights in case of Event of Default |
Upon
and at any time after the occurrence of the Event of Default, and for so long as it is continuing, the Lender may (in its sole discretion)
by notice in writing (including by email) to the Borrower declare the Loan, any accrued interest and all other amounts accrued or outstanding
under this Agreement to be immediately due and payable on a written demand, on which the Loan and any accrued interest shall be immediately
due and payable on such written demand.
7.2 | Notification
of default |
The
Borrower shall notify the Lender of any Event of Default (and the steps, if any, being taken to remedy it) promptly, but in any case,
not later than five (5) Business Days upon becoming aware of its occurrence.
Occurrence
of any of the events provided for in the remaining provisions of this clause 8 shall constitute an event of default (the “Event
of Default”).
The
Borrower is or is presumed or deemed to be unable or admits inability to pay its debts (by reason of actual or anticipated financial
difficulties), suspends making payments on any of its debts.
8.3 | Insolvency
proceedings |
Any
corporate action, legal proceedings or other procedure or step is taken in relation to:
| (a) | the
suspension of payments, a moratorium of any Indebtedness of the Borrower, winding- up, dissolution,
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement
or otherwise) of the Borrower; |
| | |
| (b) | the
appointment of a liquidator, provisional liquidator, administrator, trustee in bankruptcy,
receiver, administrative receiver, compulsory manager or similar officer in respect of the
Borrower or any of its assets, |
or
any analogous procedure or step is taken in any jurisdiction.
The
Borrower uses the Loan for the purpose other than the Purpose set out in clause 3 (Purpose).
The
Borrower does not pay on the due date any amount payable pursuant to this Agreement at the place at and in the currency in which it is
expressed to be payable unless its failure to pay is caused by administrative or technical error, and the payment is made within five
(5) Business Days of its due date.
The
Borrower fails to perform in a timely manner any of its obligations under clause 6 (Borrower’s undertakings) and,
if capable of remedy, such failure to perform has continued for a period of ten (10) Business Days after the notice of such breach
has been given to the Borrower by the Lender.
Any
representation, statement or warranty made, repeated or deemed to be made by the Borrower in the Transaction Documents or in connection
with the Transaction Documents is (or proves to have been) incomplete, untrue, incorrect or misleading in any respect when made, repeated
or deemed to be made.
| (a) | Sports.com
is or is presumed or deemed to be unable or admits inability to pay its debts (by reason
of actual or anticipated financial difficulties), suspends making payments on any of its
debts. |
| | |
| (b) | Any
corporate action, legal proceedings or other procedure or step is taken in relation to: |
| (i) | the
suspension of payments, a moratorium of any Indebtedness of Sports.com, winding-up, dissolution,
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement
or otherwise) of Sports.com; |
| | |
| (ii) | the
appointment of a liquidator, provisional liquidator, administrator, trustee in bankruptcy,
receiver, administrative receiver, compulsory manager or similar officer in respect of Sports.com
or any of its assets, |
| | |
| (iii) | or
any analogous procedure or step is taken in any jurisdiction. |
| (c) | Any
action is taken by any person (including the Borrower or Sports.com) or any other circumstance
occurs that results in the intellectual property rights to the domain “sports.com”
being challenged, infringed, limited, revoked or other adversely affected. |
| | |
| (d) | Any
entity other than the Borrower or the Lender gains control over Sport.com. For these purposes
“control” means, in respect of an entity: |
| (i) | having
the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: |
| (A) | cast,
or control the casting of, the relevant percentage of the maximum number of votes that might
be cast at a general meeting of the relevant entity; |
| | |
| (B) | appoint
or remove all of the directors or other equivalent officers of the relevant entity; and |
| | |
| (C) | give
directions with respect to the operating and financial policies with which the directors
or other equivalent officers of the Issuer are obliged to comply; and |
| (ii) | holding
beneficially the relevant percentage of the issued share capital of the relevant entity (excluding
any part of that issued share capital that carries no right to participate beyond a specified
amount in a distribution of either profits or capital) that allows to exercise rights as
described in sub-paragraph (i) above. |
| (a) | In
each case in accordance with this clause 9, the Lender may proceed, in accordance with all
U.S. federal and state law and regulation, with the Conversion: |
| (i) | in
relation to any amount under the Loan, at any time immediately following their respective
disbursement and until, in each case, the relevant Repayable Amount remains outstanding;
and |
| | |
| (ii) | at
any time when an Event of Default has occurred and is continuing. |
| (b) | For
the avoidance of doubt: |
| (i) | if
the Lender exercises the Warrants for the price less than the Repayable Amount, the Lender
shall retain the right to the Conversion for the outstanding Repayable Amount; and |
| | |
| (ii) | the
Warrants are in addition to the Lender’s right to the Conversion. |
| (c) | Unless
paragraph (d) applies, at any time while common stock shares of the Borrower are listed on
the Nasdaq stock exchange: |
| (i) | the
Lender may not hold more than 4.99% of the issued and outstanding common stock shares of
the Borrower (the “Disclosure Threshold”), without acknowledging and agreeing
that holding beneficial ownership above the Disclosure Threshold shall require disclosure
requirements pursuant to Nasdaq and SEC rules by Borrower; and |
| | |
| (ii) | the
Lender may not hold more than 19.99% of the issued and outstanding common stock shares of
the Borrower (the “Shareholder Approval Threshold”), without acknowledging
and agreeing that holding beneficial ownership above the Shareholder Approval Threshold shall
require consent by Borrower’s shareholders and disclosure requirements pursuant to
Nasdaq and SEC rules by Borrower. |
| (d) | If
there is a shareholders or similar agreement executed directly or indirectly in relation
to common stock shares of the Borrower or otherwise affecting governance in relation to the
Borrower (the “Relevant SHA”) that has the effect of disapplying, varying
or otherwise affecting the Disclosure Threshold and / or Shareholder Approval Threshold (as
applicable)(any such threshold calculated taking into account the terms of a Relevant SHA,
the “SHA Threshold”), then, at any time while common stock shares of the
Borrower are listed on the Nasdaq stock exchange, no Lender may hold more than the SHA Threshold
without acknowledging and agreeing that holding beneficial ownership above the SHA Threshold
shall require disclosure requirements pursuant to Nasdaq and SEC rules by Borrower. |
9.2 | Service
of Conversion Notice |
In
accordance with all Nasdaq and SEC rules (if applicable), during the period set out in clause 9.1 (Conversion), the Lender may
serve a notice on the Borrower, requesting the Borrower to convert, in whole or in part, the Repayable Amount of the Loan into the Conversion
Shares on the Conversion Date at the Conversion Price (the “Conversion Notice”). For the avoidance of doubt:
(i)
clause 4.1(b) shall apply mutatis mutandis to the determination of the Lender of the Repayable Amount; and (ii) the Lender may
exercise the right to the Conversion more than once by giving the relevant Conversion Notice to the Borrower. The Lender may at any time
revoke the Conversion Notice, but in any case, prior to the Conversion. Unless the Lender specifically agrees in writing (including by
email), the Borrower shall not have the right to repay the Repayable Amount of the Loan after the Conversion Notice was served.
Within
ten (10) Business Days after the receipt of the Conversion Notice (the “Conversion Date”) the Borrower shall cause,
subject to certain regulatory restrictions (if applicable), in each case, to the extent applicable:
| (a) | issue
the Conversion Shares to the Lender or the Transferee free from any Encumbrances, except
those Encumbrances, which are in favour of the Lender, in consideration of the rights of
the Lender under the Loan; |
| | |
| (b) | transfer
the share certificates in respect of the Conversion Shares to the Lender or the Transferee; |
| | |
| (c) | make
a record to shareholders’ register of the Borrower, indicating the Lender or the Transferee
as the owner of the Conversion Shares; and |
| | |
| (d) | sign
all such resolutions, deeds, agreements, documents, notices, acknowledgements, consents,
waivers, letters and other ancillary documents (in each case in such form and with such amendments,
whether substantive or otherwise as the Lender may think fit) and to do all such other acts
and things, in each case as may be necessary, desirable or otherwise required (directly or
indirectly) in order to transfer full legal and beneficial title to the Conversion Shares
to the Lender or the Transferee free of any Encumbrances, except those Encumbrances, which
are in favour of the Lender, |
Conversion
shall be deemed completed when the Lender or the Transferee has acquired full legal and beneficial title to the Conversion Shares free
from any Encumbrances, except those Encumbrances, which are in favour of the Lender. Until the Conversion of all Repayable Amount shall
be deemed completed, the Loan shall remain outstanding and shall be secured by the Debenture.
9.4 | Premium
on Conversion Shares |
Each
Conversion Share shall be issued and allotted at such premium to reflect the difference between the nominal value of one (1) Share and
the amount of the Loan converted into one (1) Share on the Conversion Date. The Conversion Shares shall be credited as fully paid and
rank at least pari passu with Shares of the same class in issue on the Conversion Date and shall carry the right to receive all
dividends and other distributions declared for the same class after the Conversion Date.
Upon
any Conversion, the entitlement of the Lender to a fractional Share shall be rounded up to the next whole Share.
9.6 | Rights
attached to Conversion Shares |
The
Parties agree that upon the Conversion the Conversion Shares shall grant the Lender the following rights:
| (a) | rights
inherent to the Shares; |
| | |
| (b) | right
to receive dividends; |
| | |
| (c) | liquidation
preference based on class. |
9.7 | Set-off
and discharge of the Loan |
| (a) | Subject
to the Lender exercising its right to the Conversion and unless the Lender revokes its Conversion
Notice, in each case, on the terms of this clause 9 and herein, the Parties agree to set
off the Lender’s obligation to pay the relevant price for the Conversion Shares in
the amount of the Repayable Amount of the Loan as converted into the Conversion Shares against
the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In
this case: |
| (i) | the
relevant obligation of each Party shall be deemed fully performed and discharged; and |
| | |
| (ii) | no
Party shall have any claims whatsoever to the other Party in respect of the performance of
the relevant obligation. |
| (b) | For
the avoidance of doubt, following the Conversion, the relevant Repayable Amount of the Loan
as converted into the Conversion Shares pursuant to this clause 9 shall be deemed discharged
and repaid in full. |
9.8 | Undertakings
prior to Conversion |
From
the date:
| (a) | falling
sixty days following any first disbursement of the Initial Loan (in relation to any possible
Conversion of Repayable Amounts under the Initial Loan); and |
| | |
| (b) | falling
ninety days following any first disbursement of the Accordion (in relation to any possible
Conversion of Repayable Amounts under the Accordion), |
and
until full repayment of all amounts due under this Agreement, the Borrower shall maintain sufficient authorised but unissued share capital
in the Borrower to satisfy in full, without the need for the passing of any further resolutions of Borrower’s shareholders, all
of the outstanding rights of conversion for the time being attaching to the said Loan amount under this Agreement, without first having
to offer the same to any existing shareholders of the Borrower or any other person.
| (a) | In
consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower
shall, as soon as practicable as determined at the Lender’s sole discretion (but in
any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to
the satisfaction of the Lender, common stock purchase warrants (the “Warrants”)
to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in
writing (including by email) reasonably in advance prior to the issuance of the Warrants)
on the following key terms: |
| (i) | the
Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower;
and |
| | |
| (ii) | the
exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject
to clause 10(b); and |
| | |
| (iii) | the
Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement
commencing on the issuance date of the Warrants. |
| (b) | To
the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid
by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off
the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii)
in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant
obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the
Borrower shall set off the relevant obligations as set out in this clause 10(b), and: |
| (i) | the
relevant obligation of each Party shall be deemed fully performed and discharged; and |
| | |
| (ii) | no
Party shall have any claims whatsoever to the other Party in respect of the performance of
the relevant obligation. |
| (c) | Clause
10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying
Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares,
without exercising its right to set off. |
Intentionally
left blank.
Any
notice (including any demand or any other communication) given under this Agreement or in connection with this Agreement shall be in
writing (including, in relation to the notices given by the Lender, by email) and in English, signed by or on behalf of a Party giving
it, and sent to another Party for the attention of the person and to the contact details given in clause 12.4 (Contact details).
A
Party may send any notice by any of the below methods and, if sent by a particular method, the corresponding deemed delivery date and
time when such notice takes effect, shall, if there is no evidence of the earlier receipt, be as follows:
| (a) | if
delivered by hand, at the time of delivery at that address signed for by the recipient and
dated at such address |
| (b) | if
sent by courier delivery service, at the time of delivery at that address as evidenced by
the courier delivery service; |
| | |
| (c) | if
sent by pre-paid airmail providing proof of postage, at 9.00 am on the third Business Day
after posting; and |
| | |
| (d) | if
sent by email, at the time of transmission. |
For
the purposes of clause 12.2 (Delivery of notices):
| (a) | all
references to time are to local time in the place of deemed receipt; and |
| | |
| (b) | any
notice received or deemed received on a day that is not the Business Day or after 5.00
pm on any Business Day, shall be deemed to have been received on the next following Business Day. |
The
relevant details of the Parties are as follows:
(a) |
Lender: |
UNITED
CAPITAL INVESTMENTS LONDON LIMITED |
|
|
|
|
Attention: |
Barney
Battles, Director |
|
|
|
|
Address: |
18
Savile Row LONDON |
|
|
|
|
Tel.: |
(+44)
7789 766242 |
|
|
|
|
Email: |
Barney.Battles@ucilondon.com |
|
|
|
(b) |
Borrower: |
LOTTERY.COM
INC |
|
|
|
|
Attention: |
Robert
J. Stubblefield (or another CFO of the Borrower from time to time) |
|
|
|
|
Address: |
20808
State Highway 71 W, Suite B, Spicewood, TX 78669 |
|
|
|
|
Tel.: |
(+1)
650 823 3727 |
|
|
|
|
Email: |
rob.stubblefield@lotter.com |
Save
for the notices given by the Lender by email, a notice sent by any of the methods mentioned in clause 12.2 (Delivery of notices)
shall be simultaneously dispatched to the contact details given in 12.4 (Contact details) by email, provided that such notice
shall be deemed delivered and take effect when delivered in accordance with 12.2 (Delivery of notices). A notice given by the
Borrower under or in connection with the Transaction Documents shall not be valid, if sent by email only.
A
Party may by giving notice in accordance with this clause 11 change its relevant details given in clause 12.4 (Contact details).
The change shall take effect for a Party notified of the change at 9.00 am on the later of:
| (a) | the
date, if any, specified in the notice as the effective date for the change; or |
| | |
| (b) | the
fifth Business Day after deemed receipt of the notice took place in accordance with clauses
12.2 (Delivery of notices) and 12.3 (Time of delivery). |
13.1 | Confidential
Information |
Each
Party shall (and shall ensure that its Affiliates shall) keep confidential (and ensure that their officers, employees, agents and professional
and other advisers keep confidential) and shall not by failure to exercise due care or otherwise by any act or omission disclose to any
person any information (whether received, provided or obtained before, on or after the date of this Agreement and whether in writing,
orally, electronically or in any other form or medium):
| (a) | in
respect of the existence or contents of the Transaction Documents, the arrangements contemplated
by the Transaction Documents or the contents of the discussions and negotiations which have
led up to the Transaction Documents, including in respect of the Loan; and |
| | |
| (b) | in
respect of another Party’s (and its Affiliates) business, operations, assets or affairs,
collectively, the “Confidential Information”. |
13.2 | Use
of Confidential Information |
No
Party shall use the Confidential Information for its own business purposes or disclose it to any third party without a prior written
consent of another Party.
The
obligations of confidentiality under clauses 13.1 (Confidential Information) and 13.2 (Use of Confidential Information)
shall not apply to:
| (a) | disclosure
(subject to clause 13.4 (Disclosure to representatives) on a “need to know”
basis in confidence to an Affiliate of either Party where the disclosure is for a purpose
reasonably incidental to this Agreement; |
| | |
| (b) | disclosure
(subject to clause 13.4 (Disclosure to representatives) in confidence to the Parties’
professional advisers of information reasonably required to be disclosed for a purpose reasonably
incidental to this Agreement; |
| | |
| (c) | information,
which is independently developed by the relevant Party or acquired from a third party to
the extent that it is acquired with the right to disclose it; |
| | |
| (d) | disclosure
of information to the extent required to be disclosed by the Applicable Law, any stock exchange
regulation or any binding judgment, order or requirement of any court or other competent
authority, provided that, before any such required disclosure is made, a Party that is (or
whose Affiliate is) required to make disclosure must, to the extent permitted by law and
the relevant disclosure requirement: |
| (i) | notify
a Party that made the relevant information available to it (the “Discloser”)
as soon as reasonably practicable after it becomes aware that disclosure is required; |
| | |
| (ii) | take
all steps reasonably required by the Discloser to prevent or restrict the disclosure of that
information; and |
| (iii) | co-operate
with the Discloser regarding the timing and content of such disclosure, |
and
for the purposes of this clause 13.3(d), where the information required to be disclosed is the existence or contents of, or the negotiations
relating to, this Agreement, references to the Discloser are taken to be references to each Party;
| (e) | disclosure
in connection with the commencement, pursuit or defence by a Party of or in any legal proceedings,
to which any Confidential Information is relevant, provided that such a legal proceeding
arises out of or in connection with this Agreement and/or concerns the transaction, contemplated
by this Agreement, and/or involves both Parties; or |
| | |
| (f) | information,
which is already in the public domain (otherwise than as a result of a breach of this clause
13). |
13.4 | Disclosure
to representatives |
Each
Party shall inform (and shall ensure that any of its Affiliates shall inform) any officer, employee or agent or any professional or other
adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides the Confidential Information, that
such information is confidential and shall instruct them to keep it confidential and not to disclose it to any third party (other than
those persons to whom it has already been disclosed in accordance with the terms of this Agreement). The disclosing Party is responsible
for any breach of this clause 13 by the person to whom the Confidential Information is disclosed.
13.5 | Term
of confidentiality obligations |
The
provisions of this clause 13 shall continue to apply during two (2) years following the date when the Lender has received the Loan or
the termination of this Agreement, whichever occurs earlier.
This
Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, and each such counterpart
shall constitute an original of this Agreement, but all of which together constitute one and the same instrument. This Agreement shall
not be effective until each Party has executed at least one (1) counterpart. Delivery of this Agreement by an email attachment or a telecopy
shall be an effective mode of delivery.
15. | VARIATION,
WAIVER AND CONSENT |
Any
variation of this Agreement shall be in writing and signed by or on behalf of each Party.
Any
waiver of any right under this Agreement is only effective if it is in writing and signed by a waiving or consenting Party and it applies
only in the circumstances, for which it is given, and shall not prevent a Party who has given the waiver from subsequently relying on
the provision it has waived.
15.3 | No
effect of failure to exercise |
No
failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right
or remedy or shall prevent any future exercise in whole or in part of such right or remedy.
15.4 | No
effect of partial exercise |
No
single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right
or remedy.
15.5 | Rights
and remedies cumulative |
Unless
specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
The
Transaction Documents constitute the entire agreement between the Parties and supersede and extinguishes all previous drafts, agreements,
arrangements, and understandings between them, whether written or oral, relating to their subject matter.
Each
of the provisions of this Agreement is severable and enforceable independently of each other provision. If any provision is held to be
or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the
Parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision the effect of
which is as close to its intended effect as possible.
Each
Party shall promptly execute and deliver all such documents, and do all such things, as any other Party may from time to time reasonably
require for the purpose of giving full effect to the provisions of this Agreement.
Except
as expressly provided for in this Agreement to the contrary, the Parties do not intend that any term of this Agreement shall be enforceable
by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement. Notwithstanding that
any provision of this Agreement may be enforceable by any third party, this Agreement and its provisions may be amended, waived, modified,
rescinded or terminated by the Parties without the consent or approval of any third party.
Subject
to clause 20.2 (Assignment by Lender), no Party may assign or transfer all or any of its rights or obligations under this Agreement
or dispose of any right or interest in this Agreement without a prior written consent of another Party.
The
Lender may at any time assign and/or transfer all or a portion of the Lender’s rights and/or obligations under this Agreement to
any Lender’s related party (a “Permitted Assignee”) without consent of the Borrower.
Termination
of this Agreement in respect of the rights and obligations of any Party shall not affect:
| (a) | claims
arising out of any antecedent breach of the Transaction Documents (excluding the Lender’s
obligations under clause 2.3 (Disbursement of Loan); and |
| | |
| (b) | provisions
of this Agreement that are expressed to survive its termination or expiry, or which from
their nature or context are contemplated to survive termination or expiry of this Agreement,
including clauses 1 (Definitions and interpretation), 10 (Warrants), 12 (Notices),
13 (Confidentiality), 19 (Third party rights), 21 (Surviving provisions),
24 (Governing law and jurisdiction) and any provision of this Agreement necessary
for its interpretation or enforcement. |
Without
prejudice to any other rights or remedies which a Party may have, each Party acknowledges and agrees that damages alone are not an adequate
remedy for breach of the provisions of the Transaction Documents and, accordingly, agrees that each Party shall be entitled to the remedies
of injunction, specific performance or other equitable relief for any threatened or actual breach of a Party’s obligations in the
Transaction Documents, without proving special damages.
Unless
otherwise expressly provided for in this Agreement, all costs in connection with the negotiation, preparation, execution and performance
of the Transaction Documents, and any documents referred to in it, shall be borne by a Party that incurred the costs.
24. | GOVERNING
LAW AND JURISDICTION |
The
Transaction Documents and any dispute or claim arising out of or in connection with the Transaction Documents or their subject matter,
existence, negotiation, validity, termination, enforceability or breach (including non-contractual disputes or claims) shall be governed
by, and construed in accordance with, English law.
Any
dispute arising out of or in connection with the Transaction Documents, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by the LCIA under the LCIA Rules (the “Rules”), which Rules are deemed to
be incorporated by reference into this clause. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall
be London, the United Kingdom. The language to be used in the arbitral proceedings shall be English. The Parties agree that any restriction
in the Rules upon the nomination or appointment of an arbitrator by reason of nationality shall not apply to any arbitration commenced
pursuant to this clause. Any decision under such arbitration proceedings shall be final and binding on the Parties. The tribunal shall
order an unsuccessful Party in the arbitration to pay the legal and other costs incurred in connection with the arbitration by a successful
Party. Each Party consents to be joined in the arbitration commenced under the arbitration agreement set out in this clause 24.2. For
the avoidance of doubt, this clause 24.2 constitutes each Party’s consent to joinder in writing for the purposes of the Rules.
Each Party agrees to be bound by any award rendered in the arbitration, to which it was joined pursuant to this clause 24.2. Each Party
consents to the consolidation, in accordance with the Rules, of two (2) or more arbitrations commenced under the arbitration agreement
set out in this clause 24.2. For the avoidance of doubt, this clause 24.2 constitutes each Party’s agreement to consolidation in
writing for the purposes of the Rules.
The
official text of this Agreement shall be in English. In the event of any dispute concerning the construction or interpretation of this
Agreement, reference shall be made only to this Agreement as written in English and not to any translation into any other language.
Exhibit
31.1
CERTIFICATION
PURSUANT TO
RULES
13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Matthew McGahan, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q of Lottery.com Inc.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
August 21, 2023 |
By: |
/s/
Matthew McGahan |
|
|
Matthew
McGahan |
|
|
Interim
Chief Executive Officer |
|
|
(Principal
Executive Officer) |
Exhibit
31.2
CERTIFICATION
PURSUANT TO
RULES
13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Robert J. Stubblefield, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q of Lottery.com Inc.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15 (f)) for the registrant and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
August 21, 2023 |
By: |
/s/
Robert J. Stubblefield |
|
|
Robert
J. Stubblefield |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial/Accounting Officer) |
Exhibit
32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SS. 1350 AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Lottery.com Inc. (the “Company”) on Form 10-Q for the quarter ended June 30,
2023, as filed with the Securities and Exchange Commission (the “Report”), I, Matthew McGahan, Principal Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company at the dates and for the periods indicated. |
Date:
August 21, 2023 |
By: |
/s/
Matthew McGahan |
|
|
Matthew
McGahan |
|
|
Chief
Executive Officer |
|
|
(Principal
Executive Officer) |
Exhibit
32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SS. 1350 AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Lottery.com Inc. (the “Company”) on Form 10-Q for the quarter ended June 30,
2023, as filed with the Securities and Exchange Commission (the “Report”), I, Robert J. Stubblefield, Principal Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company at the dates and for the periods indicated. |
Date:
August 21, 2023 |
By: |
/s/
Robert J. Stubblefield |
|
|
Robert
J. Stubblefield |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial/Accounting Officer) |
v3.23.2
Cover - shares
|
6 Months Ended |
|
Jun. 30, 2023 |
Aug. 21, 2023 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Jun. 30, 2023
|
|
Document Fiscal Period Focus |
Q2
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-38508
|
|
Entity Registrant Name |
Lottery.com
Inc.
|
|
Entity Central Index Key |
0001673481
|
|
Entity Tax Identification Number |
81-1996183
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
20808
State Hwy 71 W
|
|
Entity Address, Address Line Two |
Unit B
|
|
Entity Address, City or Town |
Spicewood
|
|
Entity Address, State or Province |
TX
|
|
Entity Address, Postal Zip Code |
78669
|
|
City Area Code |
(737)
|
|
Local Phone Number |
309-4500
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
true
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
Entity Shell Company |
false
|
|
Entity Common Stock, Shares Outstanding |
|
2,546,264
|
Common stock, $0.001 par value |
|
|
Title of 12(b) Security |
Common
stock, $0.001 par value
|
|
Trading Symbol |
LTRY
|
|
Security Exchange Name |
NASDAQ
|
|
Warrants To Purchase One Share Of Common Stock Each At Exercise Price Of 230. 00 [Member] |
|
|
Title of 12(b) Security |
Warrants
to purchase one share of common stock, each at an exercise price of $230.00
|
|
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LTRYW
|
|
Security Exchange Name |
NASDAQ
|
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v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Current assets: |
|
|
Cash |
$ 54,359
|
$ 102,766
|
Restricted cash |
|
|
Accounts receivable |
169,482
|
208,647
|
Prepaid expenses |
19,392,165
|
19,409,323
|
Other current assets |
760,180
|
718,550
|
Total current assets |
20,376,186
|
20,439,286
|
Notes receivable |
2,000,000
|
2,000,000
|
Investments |
250,000
|
250,000
|
Goodwill |
19,590,758
|
19,590,758
|
Intangible assets, net |
21,220,422
|
23,982,445
|
Property and equipment, net |
73,583
|
108,078
|
Other long term assets |
12,884,686
|
13,009,686
|
Total assets |
76,395,635
|
79,380,253
|
Current liabilities: |
|
|
Trade payables |
7,794,292
|
7,607,633
|
Deferred revenue |
410,714
|
464,286
|
Notes payable - current |
4,431,582
|
3,755,676
|
Accrued interest |
483,644
|
484,172
|
Accrued and other expenses |
7,266,377
|
4,626,973
|
Other liabilities |
1,242,584
|
625,028
|
Total current liabilities |
21,629,193
|
17,563,768
|
Long-term liabilities: |
|
|
Convertible debt, net - non current |
|
|
Other long term liabilities |
|
|
Total long-term liabilities |
|
|
Commitments and contingencies (Note 13) |
|
|
Total liabilities |
21,629,193
|
17,563,768
|
Controlling Interest |
|
|
Preferred Stock, par value $0.001, 1,000,000 shares authorized, none issued and outstanding |
|
|
Common stock, par value $0.001, 500,000,000 shares authorized, 2,527,045 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively |
2,527
|
2,527
|
Additional paid-in capital |
268,314,069
|
267,597,370
|
Accumulated other comprehensive loss |
(144,729)
|
3,622
|
Accumulated deficit |
(215,665,735)
|
(208,187,210)
|
Total Lottery.com Inc. stockholders’ equity |
52,506,132
|
59,416,309
|
Noncontrolling interest |
2,260,310
|
2,400,176
|
Total Equity |
54,766,442
|
61,816,485
|
Total liabilities and stockholders’ equity |
$ 76,395,635
|
$ 79,380,253
|
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v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
500,000,000
|
500,000,000
|
Common stock, shares issued |
2,527,045
|
2,527,045
|
Common stock, shares outstanding |
2,527,045
|
2,527,045
|
X |
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v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
Revenue |
$ 655,344
|
$ 1,885,171
|
$ 1,275,573
|
$ 5,515,863
|
Cost of revenue |
95,683
|
1,577,239
|
130,830
|
3,961,981
|
Gross profit |
559,661
|
307,932
|
1,144,743
|
1,553,882
|
Operating expenses: |
|
|
|
|
Personnel costs |
1,306,007
|
9,512,356
|
2,563,441
|
33,915,222
|
Professional fees |
1,112,310
|
1,219,509
|
1,852,238
|
4,357,459
|
General and administrative |
964,502
|
3,904,421
|
1,301,830
|
6,939,962
|
Depreciation and amortization |
1,392,158
|
1,297,394
|
2,797,638
|
2,671,319
|
Total operating expenses |
4,774,977
|
15,933,680
|
8,515,147
|
47,883,962
|
Income (loss) from operations |
(4,215,316)
|
(15,625,748)
|
(7,370,404)
|
(46,330,080)
|
Other expenses |
|
|
|
|
Interest (income) expense |
41,142
|
71,045
|
41,165
|
75,026
|
Other (income) expense |
(399)
|
(247,851)
|
58,472
|
3,941,293
|
Total other expenses (income), net |
40,743
|
(176,806)
|
99,637
|
4,016,319
|
Net loss before income tax |
(4,256,059)
|
(15,448,942)
|
(7,470,041)
|
(50,346,399)
|
Income tax expense (benefit) |
|
|
|
|
Net loss |
(4,256,059)
|
(15,448,942)
|
(7,470,041)
|
(50,346,399)
|
Other comprehensive loss |
|
|
|
|
Foreign currency translation adjustment, net |
(34,256)
|
(10,001)
|
(148,351)
|
(11,065)
|
Comprehensive loss |
(4,290,315)
|
(15,458,943)
|
(7,618,392)
|
(50,357,464)
|
Net income attributable to noncontrolling interest |
72,227
|
102,520
|
139,867
|
250,777
|
Net loss attributable to Lottery.com Inc. |
$ (4,218,088)
|
$ (15,356,423)
|
$ (7,478,525)
|
$ (50,107,387)
|
Net loss per common share |
|
|
|
|
Net loss per common share, basic |
$ (1.67)
|
$ (6.09)
|
$ (2.97)
|
$ (19.90)
|
Net loss per common share, diluted |
$ (1.67)
|
$ (6.09)
|
$ (2.97)
|
$ (19.90)
|
Weighted average common shares outstanding |
|
|
|
|
Weighted average common shares outstanding, basic |
2,518,822
|
2,520,649
|
2,518,822
|
2,517,332
|
Weighted average common shares outstanding, diluted |
2,518,822
|
2,520,649
|
2,518,822
|
2,517,332
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.23.2
Condensed Consolidated Statements of Equity (Unaudited) - USD ($)
|
Total |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
AOCI Attributable to Parent [Member] |
Parent [Member] |
Noncontrolling Interest [Member] |
Balance as of March 31, 2023 at Dec. 31, 2021 |
$ 94,000,199
|
$ 50,256
|
$ 239,358,644
|
$ (148,188,138)
|
$ (655)
|
$ 91,220,107
|
$ 2,780,092
|
Balance shares at Dec. 31, 2021 |
|
50,256,317
|
|
|
|
|
|
Issuance of common stock upon stock option exercise |
|
$ 60
|
(60)
|
|
|
|
|
Issuance of common stock upon stock option exercise, shares |
|
60,116
|
|
|
|
|
|
Issuance of common stock for legal settlement |
241,740
|
$ 60
|
241,680
|
|
|
241,740
|
|
Issuance of common stock for legal settlement, shares |
|
60,000
|
|
|
|
|
|
Stock based compensation |
20,880,655
|
|
20,880,655
|
|
|
20,880,655
|
|
Other comprehensive loss |
(1,064)
|
|
|
|
(1,064)
|
(1,064)
|
|
Net loss |
(34,898,521)
|
|
|
(34,750,964)
|
|
(34,750,964)
|
(147,557)
|
Balance as of June 30, 2023 at Mar. 31, 2022 |
80,223,008
|
$ 50,376
|
260,480,919
|
(182,939,102)
|
(1,719)
|
77,590,474
|
2,632,535
|
Balance shares at Mar. 31, 2022 |
|
50,376,433
|
|
|
|
|
|
Stock based compensation |
6,710,253
|
$ 164
|
6,710,089
|
|
|
6,710,253
|
|
Other comprehensive loss |
(10,001)
|
|
|
|
(10,001)
|
(10,001)
|
|
Net loss |
(15,458,943)
|
|
|
(15,356,423)
|
|
(15,356,423)
|
(102,520)
|
Stock based compensation, shares |
|
164,473
|
|
|
|
|
|
Balance as of June 30, 2023 at Jun. 30, 2022 |
71,464,317
|
$ 50,540
|
267,191,008
|
(198,295,525)
|
(11,720)
|
68,934,303
|
2,530,015
|
Balance shares at Jun. 30, 2022 |
|
50,540,906
|
|
|
|
|
|
Balance as of March 31, 2023 at Dec. 31, 2022 |
61,816,485
|
$ 50,540
|
267,549,357
|
(208,187,210)
|
3,622
|
59,416,309
|
2,400,176
|
Balance shares at Dec. 31, 2022 |
|
50,540,906
|
|
|
|
|
|
Stock based compensation |
358,349
|
|
358,349
|
|
|
358,349
|
|
Other comprehensive loss |
(114,095)
|
|
|
|
(114,095)
|
(114,095)
|
|
Net loss |
(3,328,077)
|
|
|
(3,260,437)
|
|
(3,260,437)
|
(67,640)
|
Balance as of June 30, 2023 at Mar. 31, 2023 |
58,732,662
|
$ 50,540
|
267,907,706
|
(211,447,647)
|
(110,473)
|
56,400,126
|
2,332,536
|
Balance shares at Mar. 31, 2023 |
|
50,540,906
|
|
|
|
|
|
Balance as of March 31, 2023 at Dec. 31, 2022 |
61,816,485
|
$ 50,540
|
267,549,357
|
(208,187,210)
|
3,622
|
59,416,309
|
2,400,176
|
Balance shares at Dec. 31, 2022 |
|
50,540,906
|
|
|
|
|
|
Net loss |
(4,200,000)
|
|
|
|
|
|
|
Balance as of June 30, 2023 at Jun. 30, 2023 |
54,766,442
|
$ 50,540
|
268,266,056
|
(215,665,735)
|
(144,729)
|
52,506,132
|
2,260,310
|
Balance shares at Jun. 30, 2023 |
|
50,540,906
|
|
|
|
|
|
Balance as of March 31, 2023 at Mar. 31, 2023 |
58,732,662
|
$ 50,540
|
267,907,706
|
(211,447,647)
|
(110,473)
|
56,400,126
|
2,332,536
|
Balance shares at Mar. 31, 2023 |
|
50,540,906
|
|
|
|
|
|
Stock based compensation |
358,350
|
|
358,350
|
|
|
358,350
|
|
Other comprehensive loss |
(34,256)
|
|
|
|
(34,256)
|
(34,256)
|
|
Net loss |
(4,290,314)
|
|
|
(4,218,088)
|
|
(4,218,088)
|
(72,226)
|
Balance as of June 30, 2023 at Jun. 30, 2023 |
$ 54,766,442
|
$ 50,540
|
$ 268,266,056
|
$ (215,665,735)
|
$ (144,729)
|
$ 52,506,132
|
$ 2,260,310
|
Balance shares at Jun. 30, 2023 |
|
50,540,906
|
|
|
|
|
|
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v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net Loss |
$ (7,478,525)
|
$ (50,107,387)
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
Loss Attributable to noncontrolling interest |
(139,866)
|
(250,077)
|
Depreciation and amortization |
2,796,518
|
2,707,239
|
Issuance of common stock for legal settlement |
|
241,740
|
Stock based compensation |
716,699
|
27,590,908
|
Changes in assets and liabilities: |
|
|
Accounts receivable |
39,165
|
(122,883)
|
Prepaid expenses |
17,158
|
2,269,527
|
Other current assets |
(41,630)
|
(33,247)
|
Other long-term assets |
125,000
|
(13,009,686)
|
Note receivable |
|
(2,000,000)
|
Trade payables |
186,659
|
3,722,305
|
Accounts payable and accrued expenses |
2,639,404
|
(1,152,940)
|
Deferred revenue |
(53,572)
|
(644,478)
|
Other liabilities |
616,556
|
|
Accrued interest |
(528)
|
189,116
|
Other long term liabilities |
|
353
|
Commitments and contingencies |
|
30,000,000
|
Net cash (used in) provided by operating activities |
(575,962)
|
(599,509)
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
Purchase of fixed assets |
|
(18,305)
|
Purchase of intangibles |
|
(1,161,673)
|
Net cash used in investing activities |
|
(1,179,978)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Proceeds from issuance of convertible debt |
675,906
|
|
Payments on notes payable - related parties |
|
(479,096)
|
Principal payments on debt |
|
|
Net cash (used in) provided by financing activities |
675,906
|
(479,096)
|
Net effect of exchange rate changes on Cash |
(148,351)
|
(11,065)
|
NET CHANGE IN NET CASH AND RESTRICTED CASH |
(48,407)
|
(2,269,648)
|
CASH AND RESTRICTED CASH - BEGINNING OF YEAR |
102,766
|
32,638,970
|
CASH AND RESTRICTED CASH - END OF PERIOD |
54,359
|
30,369,321
|
Supplemental Disclosure of Cash Flow Information: |
|
|
Interest paid in cash |
|
|
Taxes paid in cash |
|
|
X |
- DefinitionIncrease (decrease) in commitments and contingencies.
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v3.23.2
Nature of Operations
|
6 Months Ended |
Jun. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Nature of Operations |
1.
Nature of Operations
Description
of Business
Lottery.com
Inc. (formerly Trident Acquisitions Corp) (“TDAC”, “Lottery.com” or “the Company”), was formed as
a Delaware corporation on March 17, 2016. On October 29, 2021, we consummated a business combination (the “Business Combination”)
with AutoLotto, Inc. (“AutoLotto”) pursuant to the terms of a Business Combination Agreement, dated February 21, 2021 (“Business
Combination Agreement”). Following the closing of the Business Combination (the “Closing”) we changed our name from
“Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. In connection
with the Business Combination, we moved our headquarters from New York, New York to AutoLotto’s offices in Spicewood, Texas.
We
are a provider of domestic and international lottery products and services. As an independent third-party lottery game service, we offer
a platform developed and operated by us to enable the remote purchase of legally sanctioned lottery games in the U.S. and abroad (the
“Platform”). Our revenue generating activities are focused on (i) offering the Platform via the Lottery.com app and our websites
to users located in the U.S. and international jurisdictions where the sale of lottery games is legal and our services are enabled for
the remote purchase of legally sanctioned lottery games (our “B2C Platform”); (ii) offering an internally developed,
created and operated business-to-business application programming interface (“API”) of the Platform to enable commercial
partners in permitted U.S. and international jurisdictions to purchase certain legally operated lottery games from us and resell them
to users located within their respective jurisdictions (“B2B API”); and (iii) delivering global lottery data, such as winning
numbers and results, to commercial digital subscribers and providing access to other proprietary, anonymized transaction data pursuant
to multi-year contracts (“Data Service”).
We
have been a provider of lottery products and services and our business has been and continues to be subject to regulation in each jurisdiction
in which we offer the B2C Platform, or a commercial partner offers users access to lottery games through the B2B API. In addition, we
must also comply with the requirements of federal and other domestic and foreign regulatory bodies and governmental authorities in jurisdictions
in which we operate or with authority over our business. Our business is also subject to multiple other domestic and international laws,
including those relating to the transmission of information, privacy, security, data retention, and other consumer focused laws, and,
as such, may be impacted by changes in the interpretation of such laws.
On
June 30, 2021, we acquired an interest in Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto,
S.A. de C.V. (“JuegaLotto”). Aganar is authorized to operate in the licensed iLottery market in Mexico since 2007 as an online
retailer of Mexican National Lottery draw games, instant digital scratch-off games and other games of chance. JuegaLotto is authorized
by the Mexican federal regulatory authorities to sell international lottery games in Mexico.
On
July 28, 2022, the Board of Directors determined that the Company did not currently have sufficient financial resources to fund its operations
or pay certain existing obligations, including its payroll and related obligations and effectively ceased its operations furloughing
certain employees effective July 29, 2022 (the “Operational Cessation”). Subsequently, the Company has had minimal day-to-day
operations and has primarily focused its operations on restarting certain aspects of its core business (the “Plans for Recommencement
of Company Operations”).
On
November 15, 2022, the Company formed a new wholly-owned subsidiary, Sports.Com, Inc., as a Texas corporation (the “New Subsidiary”).
The New Subsidiary will share the same principal address as the Company. In connection therewith, on November 19, 2022, the Company filed
in the State of Texas a “doing business as” assumed name registration under the name, “Sports.Com”, and intends
to file additional assumed name registrations under this name in other U.S. and foreign jurisdictions.
On
April 25, 2023, as part of the Plans for Recommencement of Company Operations, the Company resumed its ticket sales operations to support
an affiliate partner through its Texas retail network.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.23.2
Liquidity and Going Concern
|
6 Months Ended |
Jun. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Liquidity and Going Concern |
2.
Liquidity and Going Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity
of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying
consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.
Pursuant
to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are
conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going
concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential
mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the
date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating
effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating
effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented
within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will
mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued.
The
Company has experienced recurring net losses and negative cash flows from operations and has an accumulated deficit of approximately
$216
million and a working capital of approximately negative $1.3
million at June 30, 2023. For the three months ended June 30, 2023, the Company sustained a net loss of $4.2
million. The Company had loss from operations of $4.2
million for the three months ended June 30, 2023.
The
Company has historically funded its activities almost exclusively from debt and equity financing. Management’s plans in order to
meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock
offerings, and issuances of debt and convertible debt. Although Management believes that it will be able to continue to raise funds by
sale of its securities to provide the additional cash needed to meet the Company’s obligations through borrowings under the Woodford Loan Agreement and/or the UCIL Loan
Agreement (see Note 8.
Notes Payable ), the Plans for Recommencement of Company Operations require substantial funds to implement and there is no
assurance that the Company will be able to continue raising the required capital.
The
Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends
on its ability to execute its business plan, increase revenues, and reduce expenditures. Such conditions raise substantial doubt about
the Company’s ability to continue as a going concern.
We
will require additional financing to continue to execute on our business plan. However, there can be no assurances that we will be successful
in raising the additional capital necessary to continue operations and execute on our business plan.
|
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v3.23.2
Significant Accounting Policies
|
6 Months Ended |
Jun. 30, 2023 |
Accounting Policies [Abstract] |
|
Significant Accounting Policies |
3.
Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q
and Article 8 of Regulation S-X. Certain footnotes and other financial information normally required by accounting principles generally
accepted in the United States of America, or GAAP, have been condensed or omitted in accordance with such rules and regulations. In management’s
opinion, these condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial
statements and notes thereto and include all adjustments, consisting of normal recurring items, considered necessary for fair presentation.
The operating results for the three months ended June 30, 2023 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2023.
The
condensed consolidated balance sheet as of June 30, 2023 has been derived from our unaudited financial statements at that date but does
not include all disclosures and financial information required by GAAP for complete financial statements. The information included in
this quarterly report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto for the
year ended December 31, 2022, which were included in our Annual Report on Form 10-K that was filed with the Securities and Exchange Commission
on June 15, 2023 (the “Annual Report”).
Impact
of Trident Acquisition Corp. Business Combination
We
accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting
acquirer and TDAC as the accounting acquiree. This determination was primarily based on:
|
● |
former
AutoLotto stockholders having the largest voting interest in Lottery.com; |
|
|
|
|
● |
the
Board of Directors of Lottery.com having not less than 5 members, and TDAC only having the ability under the Business Combination
Agreement to nominate one member to the Board of Directors for an initial two year term; |
|
|
|
|
● |
AutoLotto
management continuing to hold executive management roles for the post-Business Combination entity and being responsible for the day-to-day
operations; |
|
|
|
|
● |
the
post-Business Combination entity assuming the Lottery.com name, which was the assumed name under which AutoLotto conducted business; |
|
|
|
|
● |
Lottery.com
maintaining the pre-existing AutoLotto headquarters; and |
|
|
|
|
● |
the
intended strategy of Lottery.com being a continuation of AutoLotto’s strategy. |
Accordingly,
the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization.
The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.
While
TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined to be the accounting acquirer, the historical
financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business
Combination. As a result, the financial statements included in the accompanying condensed consolidated financial statements reflect (i)
the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto
following the Closing; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) our equity structure for all
periods presented.
In
connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination
to reflect the number of shares of our common stock issued to AutoLotto’s stockholders in connection with the recapitalization
transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible
preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established
in the Business Combination.
Non-controlling
Interests
Non-controlling
interests represent the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments
as well as their proportionate interest in subsidiary losses and other changes in members’ equity, including translation adjustments.
Segment
Reporting
Operating
segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly
by our management in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280-10, “Segment
Reporting” (“ASC 280”), we are not organized around specific services or geographic regions. We operate in one service
line, providing lottery products and services.
Our
management uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios
to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors.
Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized
and operated as one operating and reportable segment on a condensed consolidated basis for each of the periods presented.
Concentration
of Credit Risks
Financial
instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash is placed with major financial institutions
deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits
at the financial institutions. Management believes that we are not exposed to any significant credit risk related to cash deposits.
Significant
customers are those which represent more than 10% of our revenues for each period presented, or our accounts receivable balance as of
each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as
a percentage of total net accounts receivable are as follows:
Schedule
of Total Net Accounts Receivable
| |
Revenue for the | |
| |
Six Months Ended June 30, | |
Customer | |
2023 | | |
2022 | |
Customer A | |
| 100 | % | |
| 24 | % |
Customer B | |
| - | % | |
| 8 | % |
Customer C | |
| - | % | |
| - | % |
Customer D | |
| - | % | |
| - | % |
The
customers above had no outstanding receivables as of June 30, 2023 and 2022.
Use
of Estimates
The
preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets,
liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these
estimates. We evaluate our estimates on an ongoing basis and prepare our estimates on the basis of historical experience using assumptions
we believe to be reasonable under the circumstances.
Foreign
currency translation
The
financial statements of the Company’s significant non-U.S. subsidiaries are translated into United States dollars in accordance
with ASC 830, “Foreign Currency Matters”, using period-end rates of exchange for assets and liabilities, and average rates
of exchange for the period for revenues, costs and expenses and historical rates for equity. Resulting foreign currency translation adjustments
are recorded directly in accumulated other comprehensive loss as a separate component of shareholders’ deficit. Transaction gains
and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are
included in general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss when
realized.
Cash
As
of June 30, 2023 and December 31, 2022, cash and cash equivalents were comprised of cash deposits. Certain deposits with some banks exceeded
federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions
holding its cash are of high credit quality and does not believe we are subject to unusual credit risk beyond the normal credit risk
associated with commercial banking relationships.
The
Company had no marketable securities as of June 30, 2023 and December 31, 2022.
Accounts
Receivable
Through
the various merchant providers used by us, we pre-authorize forms of payment prior to the sale of digital representation of lottery games
to minimize exposure to losses related to uncollected payments and we do not extend credit to the user of the B2C Platform or the commercial
partner of the B2B API, or its customers, in the normal course of business. We estimate our bad debt exposure each period and record
a bad debt provision for accounts receivable we believe may not be collected in full. The Company had an allowance for uncollectible
receivables of $84,520 as of June 30, 2023 and December 31, 2022.
Prepaid
Expenses
Prepaid
expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into
an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services.
The Company expenses the service as it is performed. The value of the services provided was used to value these contracts. The current
portion of prepaid expenses is included in current assets on the condensed consolidated balance sheets.
Investments
On
August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third-party business development partner representing
4% of the total outstanding shares of such company. As this investment resulted in less than 20% ownership, it was accounted for using
the cost basis method.
Property
and equipment, net
Property
and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated
useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated
useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and
improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to
other expense in the condensed consolidated statement of operations.
Depreciation
of property and equipment is computed using the straight-line method over the following estimated useful lives:
Schedule
of Depreciation of Property and Equipment
Computers and equipment | |
| 3 years | |
Furniture and fixtures | |
| 5 years | |
Software | |
| 3 years | |
Notes
Receivable
Notes
receivable consist of contracts where the Company has loaned funds to outside parties. The Company accrues interest receivable over the
term of the outstanding notes and reviews for doubtful collectability periodically but in no instance less than annually.
Leases
Right-of-use
assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities
represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation
of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period
incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily
determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will
exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Under
the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes
of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying
assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms
of 12 months or less).
Internal
Use Software Development
Software
development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are
capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will
be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing
software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities,
maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight line
basis over the estimated useful life of the software.
Software
License
Software
license represents the Company’s license agreements for third party software, which are amortized over their estimated economic
lives.
Customer
relationships
Customer
relationships are finite-lived intangible assets, which are amortized over their estimated economic lives. Customer relationships are
generally recognized as the result of business combinations.
Gaming
Licenses
The
Company incurs fees in connection with applying for and maintaining good standing in jurisdictions via business licenses. Fees incurred
in connection with the application and subsequent renewals are capitalized and amortized using the straight-line method over an estimated
useful life. These fees are capitalized and amortized over the shorter of their expected benefit under the partnership agreement or estimated
useful life.
Trademarks
and Tradenames
The
Company incurs fees in connection with applying for and maintaining trademarks and tradenames as well as trademarks and tradenames resulting
from acquisitions. Fees incurred in connection with the application and subsequent renewals are capitalized and amortized using the straight-line
method over an estimated useful life.
Domain
Name
Domain
name represents the cost incurred to purchase website domain names which are being amortized on a straight-line method over estimated
useful lives.
Impairment
of Long-Lived Assets
Long-lived
assets, except for goodwill, consist of property and equipment and finite-lived acquired intangible assets, such as internal-use software,
software licenses, customer relationships, gaming licenses, trademarks, tradenames and customer relationships. Long-lived assets, except
for goodwill and indefinite-lived assets, are tested for recoverability whenever events or changes in business circumstances indicate
that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected
undiscounted future cash flows are less than the asset’s carrying amount.
Goodwill
The
Company’s business is classified into one reporting unit. In testing goodwill for impairment, the Company has the option to begin
with a qualitative assessment, commonly referred to as “Step 0,” to determine whether it is more likely than not that the
fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not
limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial
performance and other events, such as changes in the Company’s management, strategy and primary user base. If the Company determines
that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative
goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. If the carrying amount exceeds
the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of
operations. The Company performs its impairment testing annually and when circumstances change that would more likely than not reduce
the fair value of a reporting unit below its carrying value.
Revenue
Recognition
Under
the new standard, ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), the Company
recognizes revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists; (ii) identifiable
performance obligations under the contract exist; (iii) the transaction price is determinable for each performance obligation; (iv) the
transaction price is allocated to each performance obligation; and (v) when the performance obligations are satisfied. Revenues are recognized
when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration expected
to be entitled to in exchange for those goods or services.
Lottery
game revenue
Items
that fall under this revenue classification include:
Lottery
game sales
The
Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of
the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, revenue is recognized
at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, either the user
or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery game
delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone selling
price, there is no allocation of consideration necessary.
In
accordance with ASC 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is
a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over
the specified good or service before it is transferred to the customer. The Company also assesses if it is primarily responsible for
fulfilling the promise to provide the specified good or service, has inventory risk, and has discretion in establishing the price. For
all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible
for providing the performance obligation directly to the customers and assumes fulfillment risk of all lottery game sales as it retains
physical possession of lottery game sales tickets from time of sale until the point of redemption. The Company also retains inventory
risk on all lottery game sales tickets as they are responsible for any potential winnings related to lost or unredeemable tickets at
the time of redemption. Finally, while each jurisdiction establishes the face value of the lottery ticket, representing the game sales
prices, the Company charges a separate and additional fee for the services it provides.
Affiliate
marketing credit revenue
The
Company’s performance obligation in agreements with certain customers is to transfer previously acquired affiliate marketing credits
(“credits”). Customers’ payment for these credits is priced on a per-contract basis. The performance obligation in
these agreements is to provide title rights of the previously acquired credits to the customer. This transfer is point-in-time when the
revenue is recognized, and there are no variable considerations related to this performance obligation.
Arrangements
with multiple performance obligations
The
Company’s contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue
to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices
based on the prices charged to customers.
Deferred
Revenue
The
Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.
Payment
terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment
is due is not significant. For certain products or services and customer types, management requires payment before the products or services
are delivered to the customer.
Contract
Assets
Given
the nature of the Company’s services and contracts, it has no contract assets.
Taxes
Taxes
assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected
by us from a customer, are excluded from revenue.
Cost
of Revenue
Cost
of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional
expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing
fees on user fees, including, chargebacks imposed on the Company. Non-variable costs included in cost of revenue include affiliate marketing
credits acquired on a per-contract basis.
Stock-based
Compensation
Effective
October 1, 2019, the Company adopted ASU 2018-07, Compensation – “Stock Compensation (Topic 718): Improvements to Nonemployee
Share-based Payment Accounting” (“ASC 718”), which addresses aspects of the accounting for nonemployee share-based
payment transactions and accounts for share-based awards to employees in accordance with ASC 718. Under this guidance, stock compensation
expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service
period (generally the vesting period) on the straight-line attribute method.
Net
Loss per Share
Basic
net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding
during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding
during each reporting period. As of June 30, 2023, the Company excluded 10,456
stock options, 23,417
restricted awards, 24,415
warrants, 100,000
earn out shares and 87,500
unit purchase options respectively in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses
incurred .
Recent
Accounting Pronouncements
From
time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on our accounting
and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective
date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial
position, results of operations and cash flows when implemented.
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v3.23.2
Business Combination
|
6 Months Ended |
Jun. 30, 2023 |
Business Combination and Asset Acquisition [Abstract] |
|
Business Combination |
4.
Business Combination
TDAC
Combination
On
October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Business Combination Agreement. At the Closing,
each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of
the Business Combination (other than excluded shares as contemplated by the Business Combination Agreement) was canceled and converted
into the right to receive approximately 3.0058 shares (the “Exchange Ratio”) of Lottery.com. common stock.
The
Business Combination closing was a triggering event for the Series B convertible notes, of which $63.8
million was converted into 162,426
shares of AutoLotto that were then converted into 488,226
shares of Lottery.com common stock using the Exchange Ratio.
At
the Closing, each option to purchase AutoLotto’s common stock, whether vested or unvested, was assumed and converted into an option
to purchase a number of shares of Lottery.com common stock in the manner set forth in the Business Combination Agreement.
The
Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer
and TDAC as the accounting acquiree. Refer to Note 3, Significant Accounting Policies, for further details. Accordingly, the Business
Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The
net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.
The
accompanying condensed consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger
and do not include the historical results of TDAC prior to the consummation of the Business Combination.
Upon
the Closing, AutoLotto received total net proceeds of approximately $42,794,000 from TDAC’s trust and operating accounts. Total
transaction costs were approximately $9,460,000, which principally consisted of advisory, legal and other professional fees and were
recorded in additional paid in capital. Cumulative debt repayments of approximately $11,068,000, inclusive of accrued but unpaid interest,
were paid in conjunction with the close, which included approximately $5,475,000 repayment of notes payable to related parties, and approximately
$5,593,000 payment of accrued underwriter fees.
Pursuant
to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto prior to the Closing
(the “Sellers”) were entitled to receive up to 300,000
additional shares of common stock (the “Seller Earnout Shares”) and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg
(collectively the “TDAC Founders”) were also entitled to receive up to 200,000
additional shares of common stock (the “TDAC Founder Earnout Shares” and, together with the Seller Earnout Shares, the
“Earnout Shares”). None of the earnout criteria had not been met by the December 31, 2021 and 2022 deadlines set forth
in the Business Combination Agreement, thus no Seller Earnout Shares or TDAC Founder Earnout Shares were granted. As of June 30,
2023, none of the Seller Earnout Shares and TDAC Founder Earnout Shares were still eligible to be earned.
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v3.23.2
Property and Equipment, net
|
6 Months Ended |
Jun. 30, 2023 |
Property, Plant and Equipment [Abstract] |
|
Property and Equipment, net |
5.
Property and Equipment, net
Property
and equipment, net as of June 30, 2023 and December 31, 2022, consisted of the following:
Schedule
of Property and Equipment
|
|
June
30, |
|
|
December
31, |
|
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
Computers
and equipment |
|
$ |
125,555 |
|
|
$ |
124,199 |
|
Furniture
and fixtures |
|
|
16,898 |
|
|
|
16,898 |
|
Software |
|
|
2,026,200 |
|
|
|
2,026,200 |
|
Property
and equipment |
|
|
2,168,653 |
|
|
|
2,167,297 |
|
Accumulated
depreciation |
|
|
(2,095,070 |
) |
|
|
(2,059,219 |
) |
Property
and equipment, net |
|
$ |
73,583 |
|
|
$ |
108,078 |
|
Depreciation
expense was $11,825 for the
three months ended June 30, 2023, and was $36,277
for the three months ended June 30, 2022.
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v3.23.2
Intangible assets, net
|
6 Months Ended |
Jun. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Intangible assets, net |
6.
Intangible assets, net
Gross
carrying values and accumulated amortization of intangible assets:
Schedule
of Finite Lived Intangible Assets Amortization Expenses
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Useful Life | | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | |
Amortizing intangible assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Customer relationships | |
| 6 years | | |
$ | 1,350,000 | | |
$ | (893,836 | ) | |
$ | 456,164 | | |
$ | 1,350,000 | | |
$ | (781,385 | ) | |
$ | 568,615 | |
Trade name | |
| 6 years | | |
| 2,550,000 | | |
| (854,723 | ) | |
| 1,695,277 | | |
| 2,550,000 | | |
| (642,222 | ) | |
| 1,907,778 | |
Technology | |
| 6 years | | |
| 3,050,000 | | |
| (1,691,944 | ) | |
| 1,358,056 | | |
| 3,050,000 | | |
| (1,437,778 | ) | |
| 1,612,222 | |
Software agreements | |
| 6 years | | |
| 14,450,000 | | |
| (7,380,278 | ) | |
| 7,069,722 | | |
| 14,450,000 | | |
| (5,968,611 | ) | |
| 8,481,389 | |
Gaming license | |
| 6 years | | |
| 4,020,000 | | |
| (1,340,000 | ) | |
| 2,680,000 | | |
| 4,020,000 | | |
| (1,005,000 | ) | |
| 3,015,000 | |
Internally developed software | |
| 2 - 10 years | | |
| 2,904,423 | | |
| (555,304 | ) | |
| 2,349,119 | | |
| 2,904,423 | | |
| (350,232 | ) | |
| 2,554,191 | |
Domain name | |
| 15 years | | |
| 6,935,000 | | |
| (1,322,916 | ) | |
| 5,612,084 | | |
| 6,935,000 | | |
| (1,091,750 | ) | |
| 5,843,250 | |
| |
| | | |
$ | 35,259,423 | | |
$ | (14,039,001 | ) | |
$ | 21,220,422 | | |
$ | 35,259,423 | | |
$ | (11,276,978 | ) | |
$ | 23,982,445 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Amortization
expense with respect to intangible assets for the three months ended June 30, 2023 and 2022 totaled $1,381,536
and $1,209,465,
respectively, and for the six months ended June 30, 2023 and 2022 totaled $2,762,571
and $2,664,928,
respectively, which is included in depreciation and amortization in the Statements of Operations.
Estimated
amortization expense for years of useful life remaining is as follows:
Schedule
of Estimated Amortization Expense
Years ending December 31 , | |
Amount | |
Remainder of 2023 | |
$ | 2,647,946 | |
2024 | |
| 4,876,562 | |
2025 | |
| 4,556,562 | |
2026 | |
| 2,570,332 | |
2027 | |
| 1,178,167 | |
Thereafter | |
| 5,390,853 | |
Total | |
$ | 21,220,422 | |
The
Company had software development costs of $476,850 related to projects not placed in service as of June 30, 2023 and December 31, 2022,
respectively, which is included in intangible assets in the Company’s consolidated balance sheets. Amortization will be calculated
using the straight-line method over the appropriate estimated useful life when the assets are put into service.
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v3.23.2
Notes Receivable
|
6 Months Ended |
Jun. 30, 2023 |
Credit Loss [Abstract] |
|
Notes Receivable |
7.
Notes Receivable
On
March 22, 2022, the Company entered into a three year secured promissory note agreement with a principal amount of $2,000,000.
The note bears simple interest at the rate of approximately 3.1%
annually, due upon maturity of the note. The note is secured by all assets, accounts, and tangible and intangible property of the borrower
and can be prepaid any time prior to its maturity date. As of June 30, 2023, the entire $2,000,000
in principal was outstanding.
This
note was received in consideration for a portion of the development work that the Company performed for the borrower who had intended
to use the Company’s technology to launch its own online game in a jurisdiction outside the U.S., where the Company is unlikely
to operate.
|
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- DefinitionThe entire disclosure for accounts receivable, contract receivable, receivable held-for-sale, and nontrade receivable.
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v3.23.2
Notes Payable and Convertible Debt
|
6 Months Ended |
Jun. 30, 2023 |
Debt Disclosure [Abstract] |
|
Notes Payable and Convertible Debt |
8.
Notes Payable and Convertible Debt
Series
A Notes
From
August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate
amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties verbally
agreed to extend the maturity of the notes to December 31, 2022. The Company cannot prepay the loans without consent from the noteholders.
As of June 30, 2023, there have been no Qualified Financing events that trigger conversion. As of June 30, 2023, the remaining outstanding
balance of $771,500 is no longer convertible and has been reclassified to Notes Payable as per the agreement. Accrued interest on the
notes payable was $138,822 at June 30, 2023. These Notes Payable are in default .
Series
B Notes
From
November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors
for an aggregate amount of $8,802,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging
from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in
February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loans without consent from the
noteholders.
During
the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors
for an aggregate amount of $38,893,733. The notes bear interest at 8% per year, are unsecured, and are due and payable on dates ranging
from December 2021 to December 2022. The Company cannot prepay the loans without consent from the noteholders. As of December 31, 2021,
the Series B Convertible Notes had a balance of $0.
During
the year ended December 31, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the
principal value of the notes. The additional principal associated with the amendments totaled $3,552,114. The amendments were accounted
for as a debt extinguishment, whereby the old debt was derecognized and the new debt was recorded at fair value. The Company recorded
loss on extinguishment of $71,812 as a result of the amendment which is included in “Other expenses” on the condensed consolidated
statements of operations and comprehensive loss .
As
of October 29, 2021, all except $185,095
of the series B convertible notes were converted into 488,226
shares of Lottery.com common stock. As of June 30, 2023, the remaining outstanding balance of $185,095
is no longer convertible and has been reclassified to notes payable (See Note 3). Accrued interest on this note as of June 30, 2023
was $57,334.
Woodford
Funding
The
Company received funding that became available through Woodford Eurasia Assets, Ltd. (“Woodford”), which entered into a loan
agreement with the Company on December 7, 2022 (the “Woodford Loan Agreement”). Pursuant to the Woodford Loan Agreement,
Woodford agreed to fund up to $2.5 million, subject to certain conditions and requirements, of which approximately $976,000 has been
received to date. The parties may also mutually agree to increase the amount of the funding to $52.5 million (i.e., an additional $50
million). Amounts borrowed accrue interest at the rate of 12% per annum (22% per annum upon the occurrence of an event of default) and
are due within 12 months of the date of each loan. Amounts borrowed can be repaid at any time without penalty.
Amounts
borrowed pursuant to the Woodford Loan Agreement are convertible into the Company’s common stock, beginning 60 days after the first
loan date, at the option of the lender, at the rate of 80% of the lowest publicly available price per share of Company common stock within
10 business days of the date of the agreement (which was equal to $0.28 per share), subject to a 4.99% beneficial ownership limitation
and a separate limitation preventing the holder from holding more than 19.99% of the issued and outstanding common stock of the Company,
without the Company obtaining shareholder approval for such issuance.
Conditions
to the loan included the resignation of four of the then members of the Board of Directors (Lisa Borders, Steven M. Cohen, Lawrence Anthony
DiMatteo and William Thompson, all of which persons subsequently resigned from the Board of Directors), and the appointment of two new
directors (who have been appointed). Subsequent loans under the Woodford Loan Agreement also require our compliance with all listing
requirements, unless waived by Woodford. The Woodford Loan Agreement also allows Woodford to nominate another director to the Board of
Directors, in the event any independent member of the Board of Directors resigns.
Proceeds
of the loans can only be used by us for restarting our operations, and for general corporate purposes agreed to by Woodford.
The
Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are
customary for a transaction of this size and nature. Included in the Woodford Loan Agreement are covenants prohibiting us from (a) making
any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which may not
be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations
under the Woodford Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed
$1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares which negatively
affects Woodford; and (h) repurchasing any shares.
We
also agreed to grant warrants to Woodford to purchase 15% of the 2,546,264 issued and outstanding shares of the company’s
common stock, with an exercise price equal to the average of the Nasdaq Official Closing Price for each of the ten days prior to the
first amount being debited from the bank account of Woodford, which equates to an exercise price of $5.60 per share. In the event we
fail to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants
may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount
(i.e., will equal $4.20 per share).
As
discussed in more detail in Note 14. Subsequent Events, on July 26, 2023, the Company entered into a credit facility (the
“UCIL Credit Facility”), which is represented by a loan agreement, which was initially entered into on July 26, 2023 and
was amended and restated on August 8, 2023 (as amended and restated, the “UCIL Loan Agreement”), with United Capital
Investments London Limited (“UCIL”), an entity in which each of Matthew McGahan, the Company’s interim Chief
Executive Officer and Chair of the Company’s Board, and Barney Battles, a member of the Board, have a direct or indirect
interest. The decision by the Company to enter into the UCIL Loan Agreement follows an acknowledgment by the Company that it had not
received the requisite funding on a timely basis that it expected from Woodford, despite the Company making several requests to
Woodford for said funding under the Woodford Loan Agreement. Moreover, the Board of Directors determined that it was in the best
interest of the Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an alternative lender to Woodford,
upon receiving an event of default notice on July 21, 2023 (the “Default Notice”) and an event of default and
crystallization notice on July 25, 2023 (the “Crystallization Notice”) from Woodford under the Woodford Loan Agreement.
On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred given the
Company’s earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company. On July 27, 2023,
the Company replied to the Crystallization Notice denying that an event of default occurred or continued, and further asserted that
Woodford’s attempt for crystallization was inappropriate and unlawful under the Woodford Loan Agreement. Given the uncertainty
of the continued financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the
Company’s alternative funding by entering into the UCIL Loan Agreement.
Short
term loans
On
June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000.
The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments were deferred
for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties.
The Promissory Note contains events of default and other provisions customary for a loan of this type. As of June 30, 2023 and December
31, 2022, the balance of the loan was $150,000. As of June 30, 2023, the accrued interest on this note was $4,497.
In
August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199.
The notes bear interest at variable rates, are unsecured, and the parties verbally agreed the notes will be due upon a qualifying financing
event. As of June 30, 2023 and December 31, 2022 the balance of the loans totaled $13,000.
Notes
payable
On
August 28, 2018, in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable
totaling $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes had an initial interest rate of
0%, and original maturity date of January 25, 2022. The notes payable were modified during 2021 to extend the maturity to June 30, 2022
and the interest rate was modified to include simple interest of 4.1% per annum effective October 1, 2021. Each of the amendments were
evaluated and determined to be loan modifications and accounted for accordingly. As of June 30, 2023 and December 31, 2022, the balance
of the notes was $2,336,081, respectively. These notes payable are in default .
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v3.23.2
Stockholders’ Equity
|
6 Months Ended |
Jun. 30, 2023 |
Equity |
|
Stockholders’ Equity |
9.
Stockholders’ Equity
Reverse Split
On August 9, 2023, the Company amended
its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split. At the effective time of the Reverse Stock
Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically combined into one issued
and outstanding share of common stock, without any change in the par value per share. Stockholders who would have otherwise been entitled
to fractional shares of common stock as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares.
In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of common stock underlying
the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants
and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise,
grant and acquisition prices of such equity awards and warrants, as applicable. The Reverse Stock Split was approved by the Company’s
stockholders at the Company’s 2023 Annual Meeting of Stockholders on August 7, 2023 and was subsequently approved by the Board of
Directors on August 7, 2023.
The effects of the Reverse
Stock Split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.
Preferred
Stock
Pursuant
to the Company’s charter, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share. Our
Board of Directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more
classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights,
conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the
common stock. As of June 30, 2023, there were no shares of preferred stock issued and outstanding.
Common
Stock
Our
Certificate of Incorporation, as amended, authorizes the issuance of an aggregate of 500,000,000
shares of common stock, par value $0.001
per share. The shares of common stock are duly authorized, issued, fully paid and non-assessable. Our purpose is to engage in any
lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Unless our Board determines
otherwise, we will issue all shares of our common stock in uncertificated form. Holders
of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of
stockholders. The holders of common stock do not have cumulative voting rights in the election of directors. Upon our
liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders
of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our
remaining assets available for distribution.
As
of June 30, 2023 and December 31, 2022, 2,527,045
shares of common stock, respectively, were outstanding. During the three months ended June 30, 2023, the Company did not issue
any additional shares of common stock.
Public
Warrants
The
Public Warrants became exercisable 30 days after the Closing as the Company has an effective registration statement under the Securities
Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available
(or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration
under the Securities Act). The S-1 registration became effective November 24, 2021. The Public Warrants will expire five years after
October 29, 2021, which was the completion of the TDAC Combination or earlier upon redemption or liquidation.
The
Company may redeem the Public Warrants:
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.20
per warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption; |
|
● |
if,
and only if, the last sale price of the Company’s common stock equals or exceeds $320.00 per share for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to
the warrant holders; and |
|
● |
if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants
at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the
date of redemption. |
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. These warrants cannot be net cash
settled by the Company in any event.
After
giving effect to the Business Combination, there were 1,006,250
warrants to purchase shares of Common stock outstanding, 1,006,250
of which are Public Warrants and two of which were previously granted warrants of AutoLotto, which are now warrants of Lottery.com
and are exercisable to purchase an aggregate of 19,784
shares of common stock.
Schedule of Public Warrants
| |
| | |
| | |
Weighted | |
| |
| | |
Weighted | | |
Average | |
| |
| | |
Average | | |
Remaining | |
| |
Number of | | |
Exercise | | |
Contractual | |
| |
Shares | | |
Price | | |
Life (years) | |
| |
| | |
| | |
| |
Outstanding at December 31, 2022 | |
| 24,415 | | |
$ | 30.40 | | |
| 3.6 | |
Granted | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | |
Forfeited/cancelled | |
| - | | |
| - | | |
| - | |
Outstanding at June 30, 2023 | |
| 24,415 | | |
| 30.40 | | |
| 3.3 | |
| |
| | | |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 24,415 | | |
$ | 30.40 | | |
| 3.3 | |
Private
Warrants
Private
warrants of TDAC issued before the business combination were forfeited and did not transfer to the surviving entity.
Unit
Purchase Option
On
June 1, 2018, the Company sold to the underwriter (and its designees), for $100,
an option to purchase up to a total of 87,500
Units exercisable at $240.00
per Unit (or an aggregate exercise price of $21,000,000)
commencing on the consummation of the Business Combination. The 87,500
Units represents the right to purchase 87,500
shares of common stock and 87,500
warrants to purchase 87,500
shares of common stock. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and
expired on May 29, 2023. The Units issuable upon exercise of this option are identical to those offered by Lottery.com. The Company
accounted for the unit purchase option, inclusive of the receipt of $100
cash payment, as an expense of the Business Combination resulting in a charge directly to stockholders’ equity. As of June 30,
2023, the 87,500
Units are no longer exercisable or outstanding.
Common
Stock Warrants
On
February 15, 2022, the Company issued warrants to purchase an aggregate 4,631
shares of the Company’s common stock at an exercise price of $151.20
per share. The warrants were valued at $194,695 using
a Black-Scholes pricing model.
The
Company has classified the warrants as having Level 2 inputs, and used the Black-Scholes option-pricing model to value the warrants.
The fair value at the issuance dates for the above warrants was based upon the following management assumptions:
Schedule of Fair Value of Assumptions
| |
Issuance dates | |
Risk-free interest rate | |
| 1.80 | % |
Expected dividend yield | |
| 0 | % |
Expected volatility | |
| 113.17 | % |
Term | |
| 3 years | |
Fair value of common stock | |
$ | 3.75 | |
The
Company did not issue any other warrants during the six months ended June 30, 2023 or the year ended December 31, 2022. All outstanding
warrants are fully vested and have a weighted average remaining contractual life of 3.6 years. The Company incurred expenses related
to outstanding warrants of $0 and $194,695 for the six months ended June 30, 2023 and 2022, respectively.
Beneficial
Conversion Feature – Convertible Debt
As
detailed in Note 8 – Notes Payable and Convertible Debt, the Company has issued two series of convertible debt. Both issuances
resulted in the recognition of the beneficial conversion features contained within both of the instruments. The Company recognized the
proceeds allocable to the beneficial conversion feature of $8,480,697 as additional paid in capital and a corresponding debt discount
of $2,795,000. This additional paid in capital is reflected in the condensed consolidated Statements of Equity for the three months ended
June 30, 2023 and the year ended December 31, 2022.
Earnout
Shares
As
detailed in Note 3 – as part of the TDAC Combination which occurred in October of 2021 a total of 5,000,000 Earnout Shares were
eligible for issuance, subject to the occurrence of certain conditions, until December 31, 2022. Conditions required for earning those shares were not met. As a result no Earnout Shares
were eligible for issuance as of June 30, 2023.
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v3.23.2
Stock-based Compensation Expense
|
6 Months Ended |
Jun. 30, 2023 |
Share-Based Payment Arrangement [Abstract] |
|
Stock-based Compensation Expense |
10.
Stock-based Compensation Expense
2015
Stock Option Plan
Prior
to the Closing, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place.
Under the 2015 Plan, incentive stock options could be granted at a price not less than fair market value of the AutoLotto common
stock (the “AutoLotto Common Stock”). If the AutoLotto common stock was at the time of grant listed on any stock
exchange, then such fair market value would be the closing selling price per share of AutoLotto common stock on the date in question
on such stock exchange, as such price is officially quoted in the composite tape of transactions on such stock exchange and
published in The Wall Street Journal. If there was no closing selling price for the common stock on the date in question, then the
fair market value would be the closing selling price on the last preceding date for which such quotation exists. If the common stock
is at the time not listed on any Stock Exchange, then the fair market value would be determined by the Board of Directors or the
Committee acting in its capacity as administrator of the Plan after taking into account such factors as the Plan Administrator shall
deem appropriate. The
maximum number of shares of common stock that could have been issued over the term of the Plan could not exceed Twenty Two Thousand
Five Hundred (22,500). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted
to holders of 10% or more of voting stock) from the date of grant. Shares of AutoLotto common stock issued under the 2015
Plan could, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or vest in one or more
installments over the Participant’s period of service or upon attainment of specified performance objectives. The Plan
Administrator could not impose a vesting schedule upon any option grant or the shares of common stock subject to that option which
is more restrictive than twenty percent (20%)
per year vesting, with the initial vesting to occur not later than one (1)
year after the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are
officers of the Corporation, non-employee Board members or independent consultants.
2021
Equity Incentive Plan
In
connection with the Business Combination, our Board of Directors adopted, and our stockholders approved, the Lottery.com 2021
Incentive Plan (the “2021 Plan”) under which 656,518
shares of Class A common stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive and
non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash based
awards. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases
annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1,
2031 by a number of shares of Company common stock equal to five
percent of the total outstanding shares of Company common stock on the last day of the prior calendar year. The maximum number of
incentive stock options which can be granted under the 2021 Plan is 656,518.
Notwithstanding the foregoing, the Board of Directors may act prior to January 1st of a given year to provide that there will be no
such increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of
shares of Company common stock than would otherwise occur pursuant to the preceding sentence.
Stock
Options
As
of June 30, 2023, there were 10,456
stock options outstanding. The Company did not issue any new stock options during the three months ended June 30, 2023.
There
was no stock-based compensation expense related to the employee options for the three months ended June 30, 2023 and 2022.
Restricted
awards
The
Company awarded restricted stock to employees on October 28, 2021, which was granted with various vesting terms including, service-based
vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted stock as equity.
For
employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the
restricted shares, over the service period for the restricted shares that vest over a period of multiple months or years and for
performance-based vesting awards, the Company recognizes the expense when management believes it is probable the performance
condition will be achieved. As of December 31, 2021, the Company had granted 191,622
shares with vesting to begin April 2022.
On
April 29, 2022, restricted stock awards for certain employees vested and resulted in withholding tax for those employees. Given the
limited trading liquidity of the Company’s common shares, the Company withheld 6,527
shares, valued at $47.60
per share (the closing price on April 29, 2022) from the employees, and paid the withholding tax on the employees’
behalf.
For
the three months ended June 30, 2023, the Company recognized $358,349 of stock compensation expense related to the employee restricted
stock grants. As of June 30, 2023, unrecognized stock-based compensation associated with the restricted stock awards is $4,061,294 which
will be expensed over the next 2.83 years.
The
Company had restricted stock activity summarized as follows:
Schedule
of Restricted Stock Awards Activity
| |
| | |
Weighted | |
| |
| | |
Average | |
| |
Number of | | |
Grant | |
| |
Shares | | |
Fair Value | |
To Outstanding at December 31, 2022 | |
| 191,622 | | |
$ | 295.00 | |
Granted | |
| - | | |
| - | |
Vested | |
| - | | |
| - | |
Forfeited/canceled | |
| - | | |
| - | |
Restricted shares unvested at June 30, 2023 | |
| 191,622 | | |
$ | 295.00 | |
|
X |
- DefinitionTabular disclosure of share-based payment arrangement.
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v3.23.2
Income Taxes
|
6 Months Ended |
Jun. 30, 2023 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
11.
Income Taxes
We
are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret
the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation
with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax
returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we
file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain
tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue
an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of
the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method.
Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary
to reduce deferred tax assets to amounts expected to be realized.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.23.2
Commitments and Contingencies
|
6 Months Ended |
Jun. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
12.
Commitments and Contingencies
Indemnification
Agreements
The
Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically
with members of its Board of Directors, Officers, business partners, customers, landlords, lenders and lessors. Under these provisions,
the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as
a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement.
The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited.
The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result,
the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for
these agreements as of June 30, 2023 and December 31, 2022.
Digital
Securities
In
2018, the Company commenced an offering (the “LDC Offering”) of 285 million revenue participation interests (the “Digital
Securities”) of net sweepstakes revenue of a wholly-owned entity of the Company, LDC Crypto Universal Public Company Limited (“LDC”);
in February 2022, LTRY WinTogether, Inc. (“LTRY WinTogether”), a wholly-owned subsidiary of the Company assumed the obligations
and liabilities of LDC, including, without limitation, with respect to the Digital Securities. The Digital Securities do not have any
voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of any other subsidiary
of the Company or of the Company nor do they otherwise hold any rights that a holder of equity securities of LTRY WinTogether or the
Company may have or that a holder of traditional equity securities or capital stock may have. Rather, each of the holders of the Digital
Securities has a pro rata right to receive 7% of the net sweepstakes revenue. If the net sweepstakes revenue is zero for a given period,
holders of the Digital Securities are not eligible to receive any cash distributions from any sweepstakes of LTRY WinTogether for such
period. For the year ended December 31, 2021, the Company incurred an obligation to pay an aggregate amount of approximately $5,632 to
holders of the outstanding Digital Securities. No additional obligations related to the holders of outstanding Digital Securities were
incurred during the year ended December 31, 2022. The Company has not satisfied the outstanding obligation for 2021 as of June 30, 2023.
The
Company leases office space in Spicewood, Texas (the “Spicewood Lease”), under an agreement which expires January 21, 2024.
For the three months ended June 30, 2023 and 2022, the Company’s total rent expense for the Spicewood Lease was approximately $6,000
each quarter.
The
Company leases space to facilitate its business in Waco, Texas (the “Waco Lease”). On or about April 6, 2022, the Company
remitted payment in the amount of $40,221, which included any offsets and rent payment obligations through March 31, 2022, and rent payment
obligations without offsets under the Waco Lease through June 30, 2022. The Waco lease expires on December 31, 2024. The Company additionally
leased space in Dallas, Texas (the “Dallas Lease”). On or about April 6, 2022, the Company remitted payment in the amount
of $204,725 for rent payment obligations from November 11, 2016, through March 31, 2022. Upon remitting said payment the Dallas Lease
terminated by agreement as of March 31, 2022.
Litigation
and Other Loss Contingencies
On
March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the “TinBu Plaintiffs”) filed its original complaint
against Lottery.com, Inc. f/k/a AutoLotto, Inc. and its wholly-owned subsidiary TinBu, LLC (“TinBu”) in the Circuit
Court of the 13th Judicial District in and for Hillsborough County, Florida (the “TinBu Complaint”). The
Complaint alleges breach of contract(s) and misrepresentation with alleged damages in excess of $4.6
million. The parties agreed to extend the Company and its subsidiary’s deadline to respond until May 1, 2023. On May 2, 2023,
the Company and its subsidiary retained local counsel who filed a Notice of Appearance on behalf of the Company and TinBu and filed
a Motion for Enlargement requesting the Court to extend its deadline to file its initial response to the Complaint by an additional
30 days (the “Motion for Enlargement”). The Motion has not been set for a hearing. On May 5, 2023, Plaintiffs filed
their Motion for Court Default (“Plaintiffs’ Motion for Default”), despite Company’s Motion for Enlargement.
Plaintiffs’ Motion for Default has not been set for a hearing. The Company intends to oppose Plaintiffs’ Motion for
Default. On May 9, 2023, Plaintiffs served Plaintiffs’ First Request for Admissions (the “RFA) to the Company. The
parties have agreed to an extension of time to respond to the RFA. The Company intends to respond in a timely manner or make
necessary objections to the RFA. On June 5, 2023, each of the Company and TinBu filed its original Answer and Affirmative Defenses to the Complaint. On July 27, 2023,
the Court granted Company’s and Tibu’s counsel of record’s request to withdraw. The Company and Tibu have until August
26, 2023 to retain new counsel and cause an appearance in the matter.
Restricted
Cash and Letter of Credit
In
the first quarter of 2022, the Company entered an agreement with a lending institution whereby the company pledged $30,000,000 as security
for a line of credit. Under that agreement, $30,000,000 of company cash became restricted and remained restricted until the fourth quarter
of 2022 when the bank took the $30,000,000 from the Company and extinguished the debt related to the line of credit. This was presented
on the company’s Balance Sheet as a Contingent Liability from March 31, 2022 until the obligation was satisfied in October of 2022.
J.
Streicher Financial
On
July 29, 2022, the Company filed an original Verified Complaint for Breach of Contract and Specific Performance (the “Complaint”)
against J. Streicher Financial, LLC (“Streicher”) in the Court of Chancery of the State of Delaware (the “Chancery
Court”). In its Complaint, the Company alleged that Streicher breached a contract entered into by the parties on March 9, 2022,
and demanded that Streicher return $16,500,000 it owes to the Company. On September 26, 2022, the Chancery Court entered an order in
favor of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000
(the “Judgment”). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s
fees (the “Fee Order”). On November 15, 2022, the Company initiated efforts against Streicher to seek collections
on the Judgment and Fee Order. The Company subsequently engaged a collection firm to pursue Streicher as a judgment debtor on behalf
of Company. Since being engaged, the collection firm has sought collections on Streicher by noticing Judgment-Debtor for Deposition by
Oral Examination in Aid of Judgment and seeking post-judgment discovery, including interrogatories and requests for production.
In
an effort to avoid post-judgment discovery, Streicher has indicated a willingness to pay the judgment over time with interest and is
attempting to negotiate a settlement and forbearance agreement with the Company. Streicher’s original deadline to produce documents
and respond to the post-judgment discovery was January 16, 2023, and the Deposition was scheduled to take place on January 19, 2023.
On January 20, 2023, faced with post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in
the amount of $75,000. On February 13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000 and agreed
to make another payment in the amount of $75,000 on February 28, 2023. Streicher failed to remit the payment on February 28, 2023, and
as a result, the Company is proceeding with the post-judgment discovery and depositions, which was scheduled for March 16, 2023, provided
that Streicher did not appear at such hearing. The Company intends to fully collect on the Judgment and intends to pursue all legal and
equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied.
|
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.23.2
Related Party Transactions
|
6 Months Ended |
Jun. 30, 2023 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
13.
Related Party Transactions
The
Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s
results of operations may have been different if these transactions were conducted with nonrelated parties.
During
the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash
flow for the Company. The Company paid $4,700 during the year ended December 31, 2020 and has an outstanding balance for these loans
at March 31, 2023 of $13,000.
Services
Agreement with Master Goblin Games, LLC
In
March 2020, the Company entered into a service agreement (as amended, the “Service Agreement”), with Master Goblin Games,
LLC (“Master Goblin”), an entity that is wholly-owned by our former CFO and President, Ryan Dickinson. Master Goblin leases
retail locations in certain U.S. jurisdictions from which it operates tabletop game retail stores and, ancillary to such retail operations,
acts as sales agent or retailer licensed by the state lottery commission of such jurisdiction to sell lottery game tickets from such
retail stores. The Company acquires lottery games as requested by users from Master Goblin on a non-exclusive basis in such jurisdictions.
Pursuant
to the Service Agreement, Master Goblin was authorized and approved by the Company to incur up to $100,000 in initial expenses per location
for the commencement of operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures
and equipment, security and lease deposits, and licensing and filing fees. Similarly, pursuant to the Service Agreement, during each
month of operation, Master Goblin was authorized to submit to the Company for reimbursement on-going expenses of up to $5,000 per location
for actually incurred lease expenses. The initial expenses were to be submitted by Master Goblin to the Company upon Master Goblin securing
a lease, and leases were only secured by Master Goblin in any location upon request of the Company. On-going expenses were submitted
by Master Goblin to the Company for reimbursement on a monthly basis, subject to offset, and were recorded by the Company as an expense.
To the extent Master Goblin has a positive net income in any month, exclusive of the sale of lottery games, such net income reduces or
eliminates such reimbursable expenses for that month. In addition, from time to time Master Goblin might incur certain additional reimbursable
expenses for the benefit of the Company. The Company paid Master Goblin an aggregate of approximately $440,000 and $800,000, including
expense reimbursements under the Service Agreement and additional reimbursable expenses, during the years ended December 31, 2022 and
2021, respectively. In January of 2023, the company paid $53,000 to Master Goblin Games for
settlement of outstanding obligations of $316,919 and the parties mutually agreed to terminate the business relationship.
Credit Facility with United Capital
Investments London Limited
On July 26, 2023, the Company
entered into a credit facility (the “UCIL Credit Facility”) with United Capital Investments London Limited
(“UCIL”). Each of Matthew McGahan, the Company’s interim Chief Executive Officer and Chair of the Board, and
Barney Battles, a member of the Board, have a direct or indirect interest in UCIL. See
Note 14. Subsequent Events for additional information regarding the UCIL Credit Facility.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.2
Subsequent Events
|
6 Months Ended |
Jun. 30, 2023 |
Subsequent Events [Abstract] |
|
Subsequent Events |
14.
Subsequent Events
On
April 22, 2023, the Company signed an exclusive affiliate agreement with International Gaming Alliance (IGA), to supply official Texas
lottery tickets in the Dominican Republic. The Company began supplying these tickets in the Dominican Republic in July 2023.
UCIL
Loan Agreement
On
July 26, 2023, the Company entered into a credit facility (the “UCIL Credit Facility”) with United Capital Investments
London Limited (“UCIL”). Each of Matthew McGahan, the Company’s interim Chief Executive Officer and Chair of the
Board, and Barney Battles, a member of the Board, have a direct or indirect interest in UCIL. The
UCIL Credit Facility consists of (a) funding in the principal amount of up to $1,000,000 to be paid in tranches over time and as
requested by the Company (the “Initial Loan”), wherein in return for the Initial Loan the Company shall issue to UCIL a
number of warrants to purchase shares of the Company’s common stock in an amount representing at least 4.5% but not exceeding
15% of the Company’s issued and outstanding common stock on the date of such issuance; and (b) an additional credit facility,
at the Company’s written request and at UCIL’s sole discretion for an amount up to a total of $49,000,000 in additional
financing (the “Accordion”) in subsequent funding tranches. The interest rate on the Initial Loan and the
Accordion is 10% per annum. The UCIL Credit Facility provides that UCIL may elect, in its sole discretion, to convert an amount of
the Initial Loan and the Accordion, together with accrued interest, into shares of common stock at a conversion price calculated in
accordance with the terms of the UCIL Loan Agreement (as defined below). In addition, the UCIL Credit Facility includes certain
customary representations, warranties and events of default subject to customary notice and cure rights. The UCIL Credit Facility is
represented by a loan agreement, which was initially entered into on July 26, 2023. On August 8, 2023. the loan agreement was
amended and restated (such agreement as so amended and restated, the “UCIL Loan Agreement”) to remove an option to
purchase up to 100% of the shares of Sports.com, a wholly-owned subsidiary of the Company, initially granted by the Company to UCIL.
As of the date of this Report, UCIL has provided $340,000 of funding to the Company as
part of the $1.2 million Initial Loan. The $49 million accordion under the UCIL Loan Agreement will become available to the Company starting in September 2023..
The decision by the Company to enter into the UCIL Loan Agreement follows an acknowledgment by the Company that it had not received the
requisite funding on a timely basis that it expected from Woodford, despite the Company making several requests to Woodford for said funding
under the Woodford Loan Agreement. Moreover, the Board determined that it was in the best interest of the Company and its stockholders
to enter into the UCIL Loan Agreement, as an alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023
(the “Default Notice”) and an event of default and crystallization notice on July 25, 2023 (the “Crystallization Notice”)
from Woodford under the Woodford Loan Agreement. On July 24, 2023, the Company responded to the Default Notice disputing that an event
of default had occurred given the Company’s earlier announcement that UCIL had agreed to enter into a funding arrangement with the
Company. On July 27, 2023, the Company replied to the Crystallization Notice denying that an event of default occurred or continued, and
further asserted that Woodford’s attempt for crystallization was inappropriate and unlawful under the Woodford Loan Agreement. Given
the uncertainty of the continued financing under the Woodford Loan Agreement, the Board sought to secure and formalize the Company’s
alternative funding by entering into the UCIL Loan Agreement on July 26, 2023.
Reverse
Stock Split
On
August 9, 2023, the Company amended its Charter to
implement, effective at 5:30 p.m., Eastern time, a 1-for-20
Reverse Stock Split. At the effective time of the
Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock were automatically
combined into one issued and outstanding share of common stock, without any change in the par value per share. Stockholders who
would have otherwise been entitled to fractional shares of common stock as a result of the Reverse Stock Split received a cash
payment in lieu of receiving fractional shares. In addition, as a result of the Reverse Stock Split, proportionate adjustments will
be made to the number of shares of common stock underlying the Company’s outstanding equity awards, the number of shares
issuable upon the exercise of the Company’s outstanding warrants and the number of shares issuable under the Company’s
equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards
and warrants, as applicable. The Reverse Stock Split was approved by the Company’s stockholders at the Company’s 2023
Annual Meeting of Stockholders on August 7, 2023 and was subsequently approved by the Board of Directors on August 7,
2023.
The
effects of the Reverse Stock Split have been reflected in this Quarterly Report on Form 10-Q for all periods presented.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.23.2
Significant Accounting Policies (Policies)
|
6 Months Ended |
Jun. 30, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q
and Article 8 of Regulation S-X. Certain footnotes and other financial information normally required by accounting principles generally
accepted in the United States of America, or GAAP, have been condensed or omitted in accordance with such rules and regulations. In management’s
opinion, these condensed consolidated financial statements have been prepared on the same basis as our annual consolidated financial
statements and notes thereto and include all adjustments, consisting of normal recurring items, considered necessary for fair presentation.
The operating results for the three months ended June 30, 2023 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2023.
The
condensed consolidated balance sheet as of June 30, 2023 has been derived from our unaudited financial statements at that date but does
not include all disclosures and financial information required by GAAP for complete financial statements. The information included in
this quarterly report on Form 10-Q should be read in conjunction with our consolidated financial statements and notes thereto for the
year ended December 31, 2022, which were included in our Annual Report on Form 10-K that was filed with the Securities and Exchange Commission
on June 15, 2023 (the “Annual Report”).
|
Impact of Trident Acquisition Corp. Business Combination |
Impact
of Trident Acquisition Corp. Business Combination
We
accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting
acquirer and TDAC as the accounting acquiree. This determination was primarily based on:
|
● |
former
AutoLotto stockholders having the largest voting interest in Lottery.com; |
|
|
|
|
● |
the
Board of Directors of Lottery.com having not less than 5 members, and TDAC only having the ability under the Business Combination
Agreement to nominate one member to the Board of Directors for an initial two year term; |
|
|
|
|
● |
AutoLotto
management continuing to hold executive management roles for the post-Business Combination entity and being responsible for the day-to-day
operations; |
|
|
|
|
● |
the
post-Business Combination entity assuming the Lottery.com name, which was the assumed name under which AutoLotto conducted business; |
|
|
|
|
● |
Lottery.com
maintaining the pre-existing AutoLotto headquarters; and |
|
|
|
|
● |
the
intended strategy of Lottery.com being a continuation of AutoLotto’s strategy. |
Accordingly,
the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization.
The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.
While
TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined to be the accounting acquirer, the historical
financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business
Combination. As a result, the financial statements included in the accompanying condensed consolidated financial statements reflect (i)
the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto
following the Closing; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) our equity structure for all
periods presented.
In
connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination
to reflect the number of shares of our common stock issued to AutoLotto’s stockholders in connection with the recapitalization
transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible
preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established
in the Business Combination.
|
Non-controlling Interests |
Non-controlling
Interests
Non-controlling
interests represent the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments
as well as their proportionate interest in subsidiary losses and other changes in members’ equity, including translation adjustments.
|
Segment Reporting |
Segment
Reporting
Operating
segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly
by our management in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280-10, “Segment
Reporting” (“ASC 280”), we are not organized around specific services or geographic regions. We operate in one service
line, providing lottery products and services.
Our
management uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios
to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors.
Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized
and operated as one operating and reportable segment on a condensed consolidated basis for each of the periods presented.
|
Concentration of Credit Risks |
Concentration
of Credit Risks
Financial
instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash is placed with major financial institutions
deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits
at the financial institutions. Management believes that we are not exposed to any significant credit risk related to cash deposits.
Significant
customers are those which represent more than 10% of our revenues for each period presented, or our accounts receivable balance as of
each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as
a percentage of total net accounts receivable are as follows:
Schedule
of Total Net Accounts Receivable
| |
Revenue for the | |
| |
Six Months Ended June 30, | |
Customer | |
2023 | | |
2022 | |
Customer A | |
| 100 | % | |
| 24 | % |
Customer B | |
| - | % | |
| 8 | % |
Customer C | |
| - | % | |
| - | % |
Customer D | |
| - | % | |
| - | % |
The
customers above had no outstanding receivables as of June 30, 2023 and 2022.
|
Use of Estimates |
Use
of Estimates
The
preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets,
liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these
estimates. We evaluate our estimates on an ongoing basis and prepare our estimates on the basis of historical experience using assumptions
we believe to be reasonable under the circumstances.
|
Foreign currency translation |
Foreign
currency translation
The
financial statements of the Company’s significant non-U.S. subsidiaries are translated into United States dollars in accordance
with ASC 830, “Foreign Currency Matters”, using period-end rates of exchange for assets and liabilities, and average rates
of exchange for the period for revenues, costs and expenses and historical rates for equity. Resulting foreign currency translation adjustments
are recorded directly in accumulated other comprehensive loss as a separate component of shareholders’ deficit. Transaction gains
and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are
included in general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss when
realized.
|
Cash |
Cash
As
of June 30, 2023 and December 31, 2022, cash and cash equivalents were comprised of cash deposits. Certain deposits with some banks exceeded
federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions
holding its cash are of high credit quality and does not believe we are subject to unusual credit risk beyond the normal credit risk
associated with commercial banking relationships.
The
Company had no marketable securities as of June 30, 2023 and December 31, 2022.
|
Accounts Receivable |
Accounts
Receivable
Through
the various merchant providers used by us, we pre-authorize forms of payment prior to the sale of digital representation of lottery games
to minimize exposure to losses related to uncollected payments and we do not extend credit to the user of the B2C Platform or the commercial
partner of the B2B API, or its customers, in the normal course of business. We estimate our bad debt exposure each period and record
a bad debt provision for accounts receivable we believe may not be collected in full. The Company had an allowance for uncollectible
receivables of $84,520 as of June 30, 2023 and December 31, 2022.
|
Prepaid Expenses |
Prepaid
Expenses
Prepaid
expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into
an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services.
The Company expenses the service as it is performed. The value of the services provided was used to value these contracts. The current
portion of prepaid expenses is included in current assets on the condensed consolidated balance sheets.
|
Investments |
Investments
On
August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third-party business development partner representing
4% of the total outstanding shares of such company. As this investment resulted in less than 20% ownership, it was accounted for using
the cost basis method.
|
Property and equipment, net |
Property
and equipment, net
Property
and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated
useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated
useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and
improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to
other expense in the condensed consolidated statement of operations.
Depreciation
of property and equipment is computed using the straight-line method over the following estimated useful lives:
Schedule
of Depreciation of Property and Equipment
Computers and equipment | |
| 3 years | |
Furniture and fixtures | |
| 5 years | |
Software | |
| 3 years | |
|
Notes Receivable |
Notes
Receivable
Notes
receivable consist of contracts where the Company has loaned funds to outside parties. The Company accrues interest receivable over the
term of the outstanding notes and reviews for doubtful collectability periodically but in no instance less than annually.
|
Leases |
Leases
Right-of-use
assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities
represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation
of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period
incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily
determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will
exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Under
the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes
of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying
assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms
of 12 months or less).
|
Internal Use Software Development |
Internal
Use Software Development
Software
development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are
capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will
be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing
software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities,
maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight line
basis over the estimated useful life of the software.
|
Software License |
Software
License
Software
license represents the Company’s license agreements for third party software, which are amortized over their estimated economic
lives.
|
Customer relationships |
Customer
relationships
Customer
relationships are finite-lived intangible assets, which are amortized over their estimated economic lives. Customer relationships are
generally recognized as the result of business combinations.
|
Gaming Licenses |
Gaming
Licenses
The
Company incurs fees in connection with applying for and maintaining good standing in jurisdictions via business licenses. Fees incurred
in connection with the application and subsequent renewals are capitalized and amortized using the straight-line method over an estimated
useful life. These fees are capitalized and amortized over the shorter of their expected benefit under the partnership agreement or estimated
useful life.
|
Trademarks and Tradenames |
Trademarks
and Tradenames
The
Company incurs fees in connection with applying for and maintaining trademarks and tradenames as well as trademarks and tradenames resulting
from acquisitions. Fees incurred in connection with the application and subsequent renewals are capitalized and amortized using the straight-line
method over an estimated useful life.
|
Domain Name |
Domain
Name
Domain
name represents the cost incurred to purchase website domain names which are being amortized on a straight-line method over estimated
useful lives.
|
Impairment of Long-Lived Assets |
Impairment
of Long-Lived Assets
Long-lived
assets, except for goodwill, consist of property and equipment and finite-lived acquired intangible assets, such as internal-use software,
software licenses, customer relationships, gaming licenses, trademarks, tradenames and customer relationships. Long-lived assets, except
for goodwill and indefinite-lived assets, are tested for recoverability whenever events or changes in business circumstances indicate
that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected
undiscounted future cash flows are less than the asset’s carrying amount.
|
Goodwill |
Goodwill
The
Company’s business is classified into one reporting unit. In testing goodwill for impairment, the Company has the option to begin
with a qualitative assessment, commonly referred to as “Step 0,” to determine whether it is more likely than not that the
fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not
limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial
performance and other events, such as changes in the Company’s management, strategy and primary user base. If the Company determines
that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative
goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. If the carrying amount exceeds
the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of
operations. The Company performs its impairment testing annually and when circumstances change that would more likely than not reduce
the fair value of a reporting unit below its carrying value.
|
Revenue Recognition |
Revenue
Recognition
Under
the new standard, ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”), the Company
recognizes revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists; (ii) identifiable
performance obligations under the contract exist; (iii) the transaction price is determinable for each performance obligation; (iv) the
transaction price is allocated to each performance obligation; and (v) when the performance obligations are satisfied. Revenues are recognized
when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration expected
to be entitled to in exchange for those goods or services.
|
Lottery game revenue |
Lottery
game revenue
Items
that fall under this revenue classification include:
Lottery
game sales
The
Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of
the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, revenue is recognized
at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, either the user
or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery game
delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone selling
price, there is no allocation of consideration necessary.
In
accordance with ASC 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is
a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over
the specified good or service before it is transferred to the customer. The Company also assesses if it is primarily responsible for
fulfilling the promise to provide the specified good or service, has inventory risk, and has discretion in establishing the price. For
all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible
for providing the performance obligation directly to the customers and assumes fulfillment risk of all lottery game sales as it retains
physical possession of lottery game sales tickets from time of sale until the point of redemption. The Company also retains inventory
risk on all lottery game sales tickets as they are responsible for any potential winnings related to lost or unredeemable tickets at
the time of redemption. Finally, while each jurisdiction establishes the face value of the lottery ticket, representing the game sales
prices, the Company charges a separate and additional fee for the services it provides.
Affiliate
marketing credit revenue
The
Company’s performance obligation in agreements with certain customers is to transfer previously acquired affiliate marketing credits
(“credits”). Customers’ payment for these credits is priced on a per-contract basis. The performance obligation in
these agreements is to provide title rights of the previously acquired credits to the customer. This transfer is point-in-time when the
revenue is recognized, and there are no variable considerations related to this performance obligation.
Arrangements
with multiple performance obligations
The
Company’s contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue
to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices
based on the prices charged to customers.
Deferred
Revenue
The
Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.
Payment
terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment
is due is not significant. For certain products or services and customer types, management requires payment before the products or services
are delivered to the customer.
Contract
Assets
Given
the nature of the Company’s services and contracts, it has no contract assets.
Taxes
Taxes
assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected
by us from a customer, are excluded from revenue.
|
Cost of Revenue |
Cost
of Revenue
Cost
of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional
expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing
fees on user fees, including, chargebacks imposed on the Company. Non-variable costs included in cost of revenue include affiliate marketing
credits acquired on a per-contract basis.
|
Stock-based Compensation |
Stock-based
Compensation
Effective
October 1, 2019, the Company adopted ASU 2018-07, Compensation – “Stock Compensation (Topic 718): Improvements to Nonemployee
Share-based Payment Accounting” (“ASC 718”), which addresses aspects of the accounting for nonemployee share-based
payment transactions and accounts for share-based awards to employees in accordance with ASC 718. Under this guidance, stock compensation
expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service
period (generally the vesting period) on the straight-line attribute method.
|
Net Loss per Share |
Net
Loss per Share
Basic
net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding
during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding
during each reporting period. As of June 30, 2023, the Company excluded 10,456
stock options, 23,417
restricted awards, 24,415
warrants, 100,000
earn out shares and 87,500
unit purchase options respectively in the calculation of diluted loss per share, as the effect would be anti-dilutive due to losses
incurred .
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
From
time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on our accounting
and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective
date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial
position, results of operations and cash flows when implemented.
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v3.23.2
Significant Accounting Policies (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Accounting Policies [Abstract] |
|
Schedule of Total Net Accounts Receivable |
Schedule
of Total Net Accounts Receivable
| |
Revenue for the | |
| |
Six Months Ended June 30, | |
Customer | |
2023 | | |
2022 | |
Customer A | |
| 100 | % | |
| 24 | % |
Customer B | |
| - | % | |
| 8 | % |
Customer C | |
| - | % | |
| - | % |
Customer D | |
| - | % | |
| - | % |
|
Schedule of Depreciation of Property and Equipment |
Depreciation
of property and equipment is computed using the straight-line method over the following estimated useful lives:
Schedule
of Depreciation of Property and Equipment
Computers and equipment | |
| 3 years | |
Furniture and fixtures | |
| 5 years | |
Software | |
| 3 years | |
|
X |
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v3.23.2
Property and Equipment, net (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Property, Plant and Equipment [Abstract] |
|
Schedule of Property and Equipment |
Property
and equipment, net as of June 30, 2023 and December 31, 2022, consisted of the following:
Schedule
of Property and Equipment
|
|
June
30, |
|
|
December
31, |
|
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
Computers
and equipment |
|
$ |
125,555 |
|
|
$ |
124,199 |
|
Furniture
and fixtures |
|
|
16,898 |
|
|
|
16,898 |
|
Software |
|
|
2,026,200 |
|
|
|
2,026,200 |
|
Property
and equipment |
|
|
2,168,653 |
|
|
|
2,167,297 |
|
Accumulated
depreciation |
|
|
(2,095,070 |
) |
|
|
(2,059,219 |
) |
Property
and equipment, net |
|
$ |
73,583 |
|
|
$ |
108,078 |
|
|
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v3.23.2
Intangible assets, net (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Schedule of Finite Lived Intangible Assets Amortization Expenses |
Gross
carrying values and accumulated amortization of intangible assets:
Schedule
of Finite Lived Intangible Assets Amortization Expenses
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Useful Life | | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | |
Amortizing intangible assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Customer relationships | |
| 6 years | | |
$ | 1,350,000 | | |
$ | (893,836 | ) | |
$ | 456,164 | | |
$ | 1,350,000 | | |
$ | (781,385 | ) | |
$ | 568,615 | |
Trade name | |
| 6 years | | |
| 2,550,000 | | |
| (854,723 | ) | |
| 1,695,277 | | |
| 2,550,000 | | |
| (642,222 | ) | |
| 1,907,778 | |
Technology | |
| 6 years | | |
| 3,050,000 | | |
| (1,691,944 | ) | |
| 1,358,056 | | |
| 3,050,000 | | |
| (1,437,778 | ) | |
| 1,612,222 | |
Software agreements | |
| 6 years | | |
| 14,450,000 | | |
| (7,380,278 | ) | |
| 7,069,722 | | |
| 14,450,000 | | |
| (5,968,611 | ) | |
| 8,481,389 | |
Gaming license | |
| 6 years | | |
| 4,020,000 | | |
| (1,340,000 | ) | |
| 2,680,000 | | |
| 4,020,000 | | |
| (1,005,000 | ) | |
| 3,015,000 | |
Internally developed software | |
| 2 - 10 years | | |
| 2,904,423 | | |
| (555,304 | ) | |
| 2,349,119 | | |
| 2,904,423 | | |
| (350,232 | ) | |
| 2,554,191 | |
Domain name | |
| 15 years | | |
| 6,935,000 | | |
| (1,322,916 | ) | |
| 5,612,084 | | |
| 6,935,000 | | |
| (1,091,750 | ) | |
| 5,843,250 | |
| |
| | | |
$ | 35,259,423 | | |
$ | (14,039,001 | ) | |
$ | 21,220,422 | | |
$ | 35,259,423 | | |
$ | (11,276,978 | ) | |
$ | 23,982,445 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
Schedule of Estimated Amortization Expense |
Estimated
amortization expense for years of useful life remaining is as follows:
Schedule
of Estimated Amortization Expense
Years ending December 31 , | |
Amount | |
Remainder of 2023 | |
$ | 2,647,946 | |
2024 | |
| 4,876,562 | |
2025 | |
| 4,556,562 | |
2026 | |
| 2,570,332 | |
2027 | |
| 1,178,167 | |
Thereafter | |
| 5,390,853 | |
Total | |
$ | 21,220,422 | |
|
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v3.23.2
Stockholders’ Equity (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Equity |
|
Schedule of Public Warrants |
Schedule of Public Warrants
| |
| | |
| | |
Weighted | |
| |
| | |
Weighted | | |
Average | |
| |
| | |
Average | | |
Remaining | |
| |
Number of | | |
Exercise | | |
Contractual | |
| |
Shares | | |
Price | | |
Life (years) | |
| |
| | |
| | |
| |
Outstanding at December 31, 2022 | |
| 24,415 | | |
$ | 30.40 | | |
| 3.6 | |
Granted | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | |
Forfeited/cancelled | |
| - | | |
| - | | |
| - | |
Outstanding at June 30, 2023 | |
| 24,415 | | |
| 30.40 | | |
| 3.3 | |
| |
| | | |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 24,415 | | |
$ | 30.40 | | |
| 3.3 | |
|
Schedule of Fair Value of Assumptions |
The
Company has classified the warrants as having Level 2 inputs, and used the Black-Scholes option-pricing model to value the warrants.
The fair value at the issuance dates for the above warrants was based upon the following management assumptions:
Schedule of Fair Value of Assumptions
| |
Issuance dates | |
Risk-free interest rate | |
| 1.80 | % |
Expected dividend yield | |
| 0 | % |
Expected volatility | |
| 113.17 | % |
Term | |
| 3 years | |
Fair value of common stock | |
$ | 3.75 | |
|
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v3.23.2
Stock-based Compensation Expense (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Share-Based Payment Arrangement [Abstract] |
|
Schedule of Restricted Stock Awards Activity |
The
Company had restricted stock activity summarized as follows:
Schedule
of Restricted Stock Awards Activity
| |
| | |
Weighted | |
| |
| | |
Average | |
| |
Number of | | |
Grant | |
| |
Shares | | |
Fair Value | |
To Outstanding at December 31, 2022 | |
| 191,622 | | |
$ | 295.00 | |
Granted | |
| - | | |
| - | |
Vested | |
| - | | |
| - | |
Forfeited/canceled | |
| - | | |
| - | |
Restricted shares unvested at June 30, 2023 | |
| 191,622 | | |
$ | 295.00 | |
|
X |
- DefinitionTabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year.
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v3.23.2
Liquidity and Going Concern (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
|
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
|
|
|
|
Accumulated deficit |
$ 215,665,735
|
|
|
|
$ 215,665,735
|
|
$ 208,187,210
|
[custom:WorkingCapital-0] |
1,300,000
|
|
|
|
1,300,000
|
|
|
Net income loss |
4,290,314
|
$ 3,328,077
|
$ 15,458,943
|
$ 34,898,521
|
4,200,000
|
|
|
Loss from operations |
$ 4,215,316
|
|
$ 15,625,748
|
|
$ 7,370,404
|
$ 46,330,080
|
|
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v3.23.2
Significant Accounting Policies (Details Narrative)
|
|
6 Months Ended |
|
Aug. 02, 2018
shares
|
Jun. 30, 2023
USD ($)
Segment
shares
|
Dec. 31, 2022
USD ($)
|
Product Information [Line Items] |
|
|
|
Number of reportable segment | Segment |
|
1
|
|
Number of operating segment | Segment |
|
1
|
|
Marketable securities | $ |
|
$ 0
|
$ 0
|
Allowance for uncollectible receivables | $ |
|
$ 84,520
|
$ 84,520
|
Share-Based Payment Arrangement, Option [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Anti dilutive shares |
|
10,456
|
|
Restricted Stock [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Anti dilutive shares |
|
23,417
|
|
Warrant [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Anti dilutive shares |
|
24,415
|
|
Earn Out Shares [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Anti dilutive shares |
|
100,000
|
|
Unit Purchase Option [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Anti dilutive shares |
|
87,500
|
|
Minimum [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Estimated useful lives |
|
3 years
|
|
Maximum [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Estimated useful lives |
|
5 years
|
|
Auto Lotto LLC [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Outstanding shares percentage |
4.00%
|
|
|
Ownership percentage |
20.00%
|
|
|
Class A-1 Common Stock [Member] | Auto Lotto LLC [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Shares issued in business combination |
186,666
|
|
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] |
|
|
|
Product Information [Line Items] |
|
|
|
Concentration risk percentage |
|
10.00%
|
|
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v3.23.2
Business Combination (Details Narrative) - USD ($)
|
|
1 Months Ended |
6 Months Ended |
12 Months Ended |
Oct. 29, 2021 |
Jan. 31, 2023 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2020 |
Business Acquisition [Line Items] |
|
|
|
|
|
Repayments of debt |
|
|
|
|
|
Repayment of notes payable |
|
$ 53,000
|
|
|
$ 4,700
|
Common Stock [Member] |
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
Number of shares issued |
|
|
87,500
|
|
|
Common Stock [Member] | Business Combination Agreement [Member] | TDAC Founders [Member] |
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
Number of shares issued |
|
|
200,000
|
|
|
Auto Lotto LLC [Member] |
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
Conversion of stock, shares converted |
3.0058
|
|
488,226
|
|
|
Gross proceeds |
|
|
$ 42,794,000
|
|
|
Business acquisition, transaction costs |
|
|
9,460,000
|
|
|
Repayments of debt |
|
|
11,068,000
|
|
|
Repayment of notes payable |
|
|
5,475,000
|
|
|
Accrued underwriter fees |
|
|
$ 5,593,000
|
|
|
Auto Lotto LLC [Member] | Common Stock [Member] | Business Combination Agreement [Member] |
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
Number of shares issued |
|
|
300,000
|
|
|
Auto Lotto LLC [Member] | Series B Convertible Notes [Member] |
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
Conversion of stock, shares converted |
|
|
162,426
|
|
|
Convertible notes payable |
|
|
$ 63,800,000
|
|
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v3.23.2
Schedule of Property and Equipment (Details) - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment |
$ 2,168,653
|
$ 2,167,297
|
Accumulated depreciation |
(2,095,070)
|
(2,059,219)
|
Property and equipment, net |
73,583
|
108,078
|
Computer Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment |
125,555
|
124,199
|
Furniture and Fixtures [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment |
16,898
|
16,898
|
Software Development [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment |
$ 2,026,200
|
$ 2,026,200
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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v3.23.2
Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
$ 35,259,423
|
$ 35,259,423
|
Accumulated amortization |
(14,039,001)
|
(11,276,978)
|
Net |
$ 21,220,422
|
23,982,445
|
Customer Relationships [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
6 years
|
|
Gross carrying amount |
$ 1,350,000
|
1,350,000
|
Accumulated amortization |
(893,836)
|
(781,385)
|
Net |
$ 456,164
|
568,615
|
Trade Names [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
6 years
|
|
Gross carrying amount |
$ 2,550,000
|
2,550,000
|
Accumulated amortization |
(854,723)
|
(642,222)
|
Net |
$ 1,695,277
|
1,907,778
|
Technology [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
6 years
|
|
Gross carrying amount |
$ 3,050,000
|
3,050,000
|
Accumulated amortization |
(1,691,944)
|
(1,437,778)
|
Net |
$ 1,358,056
|
1,612,222
|
Software Agreements [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
6 years
|
|
Gross carrying amount |
$ 14,450,000
|
14,450,000
|
Accumulated amortization |
(7,380,278)
|
(5,968,611)
|
Net |
$ 7,069,722
|
8,481,389
|
Gaming License [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
6 years
|
|
Gross carrying amount |
$ 4,020,000
|
4,020,000
|
Accumulated amortization |
(1,340,000)
|
(1,005,000)
|
Net |
2,680,000
|
3,015,000
|
Internally Developed Software [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Gross carrying amount |
2,904,423
|
2,904,423
|
Accumulated amortization |
(555,304)
|
(350,232)
|
Net |
$ 2,349,119
|
2,554,191
|
Internally Developed Software [Member] | Minimum [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
2 years
|
|
Internally Developed Software [Member] | Maximum [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
10 years
|
|
Domain Name [Member] |
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Useful life |
15 years
|
|
Gross carrying amount |
$ 6,935,000
|
6,935,000
|
Accumulated amortization |
(1,322,916)
|
(1,091,750)
|
Net |
$ 5,612,084
|
$ 5,843,250
|
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v3.23.2
Schedule of Estimated Amortization Expense (Details) - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
|
Remainder of 2023 |
$ 2,647,946
|
|
2024 |
4,876,562
|
|
2025 |
4,556,562
|
|
2026 |
2,570,332
|
|
2027 |
1,178,167
|
|
Thereafter |
5,390,853
|
|
Total |
$ 21,220,422
|
$ 23,982,445
|
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v3.23.2
Intangible assets, net (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] |
|
|
|
|
|
Amortization of intangible assets |
$ 1,381,536
|
$ 1,209,465
|
$ 2,762,571
|
$ 2,664,928
|
|
Finite-lived intangible assets, gross |
35,259,423
|
|
35,259,423
|
|
$ 35,259,423
|
Software and Software Development Costs [Member] |
|
|
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
|
|
Finite-lived intangible assets, gross |
$ 476,850
|
|
$ 476,850
|
|
$ 476,850
|
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v3.23.2
Notes Payable and Convertible Debt (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
6 Months Ended |
12 Months Ended |
26 Months Ended |
|
|
|
|
|
Dec. 07, 2022 |
Oct. 29, 2021 |
Oct. 31, 2017 |
Jun. 30, 2023 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2022 |
Oct. 01, 2021 |
Aug. 31, 2020 |
Jun. 29, 2020 |
Aug. 28, 2018 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Balance on notes payable |
|
|
|
$ 2,336,081
|
|
|
$ 2,336,081
|
|
|
|
|
Share price |
|
|
|
$ 320.00
|
|
|
|
|
|
|
|
Common stock shares issued |
|
|
|
2,527,045
|
|
|
2,527,045
|
|
|
|
|
Common stock shares outstanding |
|
|
|
2,527,045
|
|
|
2,527,045
|
|
|
|
|
Woodford Eurasia Assets [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, description |
(a) making
any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which may not
be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations
under the Woodford Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed
$1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares which negatively
affects Woodford; and (h) repurchasing any shares
|
|
|
|
|
|
|
|
|
|
|
Percentage of shares |
15.00%
|
|
|
|
|
|
|
|
|
|
|
Common stock shares issued |
2,546,264
|
|
|
|
|
|
|
|
|
|
|
Common stock shares outstanding |
2,546,264
|
|
|
|
|
|
|
|
|
|
|
Share price |
$ 5.60
|
|
|
|
|
|
|
|
|
|
|
Description of event of default |
In the event we
fail to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants
may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount
(i.e., will equal $4.20 per share)
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement [Member] | Wood ford Eurasia Assets Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Share price |
$ 0.28
|
|
|
|
|
|
|
|
|
|
|
Ownership percentage |
4.99%
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement [Member] | Wood ford Eurasia Assets Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
$ 2,500,000
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
12.00%
|
|
|
|
|
|
|
|
|
|
|
Face amount received |
$ 976,000
|
|
|
|
|
|
|
|
|
|
|
Increase of debt |
52,500,000
|
|
|
|
|
|
|
|
|
|
|
Debt additional amount |
$ 50,000,000
|
|
|
|
|
|
|
|
|
|
|
Debt default percentage |
22.00%
|
|
|
|
|
|
|
|
|
|
|
Interest percentage price per share |
80.00%
|
|
|
|
|
|
|
|
|
|
|
Common stock percentage |
19.99%
|
|
|
|
|
|
|
|
|
|
|
Series A Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
$ 821,500
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
10.00%
|
|
|
|
|
|
|
|
|
Maturity date |
|
|
Dec. 31, 2022
|
|
|
|
|
|
|
|
|
Balance on notes payable |
|
|
|
$ 771,500
|
|
|
|
|
|
|
|
Interest expense, debt |
|
|
|
138,822
|
|
|
|
|
|
|
|
Series B Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
$ 38,893,733
|
$ 8,802,828
|
|
|
|
|
|
Interest rate |
|
|
|
|
8.00%
|
|
|
|
|
|
|
Maturity date |
|
|
|
|
|
Dec. 21, 2021
|
|
|
|
|
|
Balance on notes payable |
|
|
|
185,095
|
|
|
|
|
|
|
|
Debt instrument, interest rate, effective percentage |
|
|
|
|
|
8.00%
|
|
|
|
|
|
Additional principal amount |
|
|
|
|
$ 3,552,114
|
|
|
|
|
|
|
Loss on extinguishment |
|
|
|
|
71,812
|
|
|
|
|
|
|
Convertible notes |
|
$ 185,095
|
|
|
|
|
|
|
|
|
|
Convertible notes shares |
|
488,226
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
57,334
|
|
|
|
|
|
|
|
Series B Convertible Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory note balance |
|
|
|
|
$ 0
|
|
|
|
|
|
|
Short Term Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
$ 37,199
|
$ 150,000
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
3.75%
|
|
Accrued interest |
|
|
|
4,497
|
|
|
|
|
|
|
|
Balance of loan amount |
|
|
|
150,000
|
|
|
$ 150,000
|
|
|
|
|
Short Term Loans [Member] | Note Payable Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Balance of loan amount |
|
|
|
$ 13,000
|
|
|
$ 13,000
|
|
|
|
|
Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
$ 12,674,635
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
0.00%
|
Maturity date |
|
|
|
|
Jun. 30, 2022
|
|
|
|
|
|
|
Debt instrument, interest rate, effective percentage |
|
|
|
|
|
|
|
4.10%
|
|
|
|
X |
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v3.23.2
Schedule of Public Warrants (Details) - Public Warrants [Member]
|
6 Months Ended |
Jun. 30, 2023
$ / shares
shares
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
Number of Shares Outstanding, Balance | shares |
24,415
|
Weighted Average Exercise Price Outstanding, Balance | $ / shares |
$ 30.40
|
Weighted Average Remaining Contractual Life (years), Outstanding |
3 years 7 months 6 days
|
Number of Shares, Granted | shares |
|
Weighted Average Exercise Price, Granted | $ / shares |
|
Number of Shares, Exercised | shares |
|
Weighted Average Exercise Price, Exercised | $ / shares |
|
Number of Shares, Forfeited/cancelled | shares |
|
Weighted Average Exercise Price, Forfeited/cancelled | $ / shares |
|
Number of Shares Outstanding, Balance | shares |
24,415
|
Weighted Average Exercise Price Outstanding, Balance | $ / shares |
$ 30.40
|
Weighted Average Remaining Contractual Life (years), Outstanding |
3 years 3 months 18 days
|
Number of Shares Exercisable, Balance | shares |
24,415
|
Weighted Average Exercise Price Exercisable, Balance | $ / shares |
$ 30.40
|
Weighted Average Remaining Contractual Life (years), Exercisable |
3 years 3 months 18 days
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v3.23.2
Stockholders’ Equity (Details Narrative) - USD ($)
|
|
6 Months Ended |
|
|
|
Jun. 01, 2018 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Jun. 30, 2022 |
Feb. 15, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Preferred stock, shares authorized |
|
1,000,000
|
1,000,000
|
|
|
Preferred stock, par value |
|
$ 0.001
|
$ 0.001
|
|
|
Preferred stock, shares issued |
|
0
|
0
|
|
|
Preferred stock, shares outstanding |
|
0
|
0
|
|
|
Common stock, shares authorized |
|
500,000,000
|
500,000,000
|
|
|
Common stock, par value |
|
$ 0.001
|
$ 0.001
|
|
|
Voting rights |
|
Holders
of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of
stockholders
|
|
|
|
Common stock, shares outstanding |
|
2,527,045
|
2,527,045
|
|
|
Share price |
|
$ 320.00
|
|
|
|
Number of trading days |
|
20 days
|
|
|
|
Purchase aggregate shares |
|
19,784
|
|
|
|
Warrants outstanding |
|
$ 0
|
|
$ 194,695
|
|
Vested useful life |
|
3 years 7 months 6 days
|
|
|
|
Beneficial conversion feature |
|
$ 8,480,697
|
|
|
|
Corresponding debt discount |
|
$ 2,795,000
|
|
|
|
Trident Acquisitions Corp [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Number of additional shares issued |
|
5,000,000
|
|
|
|
Public Warrant [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Common stock exercise price |
|
$ 0.20
|
|
|
|
Minimum days prior written notice of redemption |
|
30 days
|
|
|
|
Maximum trading days |
|
30 days
|
|
|
|
Public Warrants [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Number of warrants to purchase |
|
1,006,250
|
|
|
|
Public Warrants [Member] | Auto Lotto LLC [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Number of warrants to purchase |
|
1,006,250
|
|
|
|
Unit Purchase Option [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Proceeds from sale of option |
$ 100
|
|
|
|
|
Share unit exercisable |
87,500
|
|
|
|
|
Price per unit |
$ 240.00
|
|
|
|
|
Aggregate exercise price |
$ 21,000,000
|
|
|
|
|
Cash payment |
|
$ 100
|
|
|
|
Shares vested |
|
87,500
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Number of warrants to purchase |
|
87,500
|
|
|
|
Number of share units |
|
87,500
|
|
|
|
Warrant [Member] |
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
Common stock exercise price |
|
|
|
|
$ 151.20
|
Number of warrants to purchase |
|
|
|
|
4,631
|
Warrants outstanding |
|
|
|
|
$ 194,695
|
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v3.23.2
Schedule of Restricted Stock Awards Activity (Details) - Restricted Stock [Member] - $ / shares
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2023 |
Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Number of Shares, Balance |
191,622
|
|
Weighted Average Grant Fair Value, Balance |
$ 295.00
|
|
Number of Shares, Granted |
|
191,622
|
Weighted Average Grant Fair Value, Granted |
|
|
Number of Shares, Vested |
|
|
Weighted Average Grant Fair Value, Vested |
|
|
Number of Shares, Forfeited/canceled |
|
|
Weighted Average Grant Fair Value, Forfeited/canceled |
|
|
Number of Shares, Balance |
191,622
|
|
Weighted Average Grant Fair Value, Balance |
$ 295.00
|
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- DefinitionThe number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.
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v3.23.2
Stock-based Compensation Expense (Details Narrative) - USD ($)
|
|
3 Months Ended |
6 Months Ended |
12 Months Ended |
Apr. 29, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Employee benefits and share-based compensation |
|
$ 0
|
$ 0
|
|
|
|
Vested shares |
6,527
|
|
|
|
|
|
Shares issued price per share |
$ 47.60
|
|
|
|
|
|
Stock compensation expense |
|
|
|
$ 716,699
|
$ 27,590,908
|
|
Share-Based Payment Arrangement, Option [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Stock options outstanding |
|
10,456
|
|
10,456
|
|
|
Restricted Stock [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Vesting term |
|
|
|
2 years 9 months 29 days
|
|
|
Number of shares grant |
|
|
|
|
|
191,622
|
Stock compensation expense |
|
|
|
$ 358,349
|
|
|
Unrecognized stock based compensation |
|
$ 4,061,294
|
|
$ 4,061,294
|
|
|
2015 Stock Option Plan [Member] | Equity Option [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Warrant or right, reason for issuance, description |
|
|
|
The
maximum number of shares of common stock that could have been issued over the term of the Plan could not exceed Twenty Two Thousand
Five Hundred (22,500). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted
to holders of 10% or more of voting stock) from the date of grant
|
|
|
Common stock subject to option percentage |
|
|
|
20.00%
|
|
|
Vesting term |
|
|
|
1 year
|
|
|
2021 Equity Incentive Plan [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Purchase price of common stock, percent |
|
|
|
5.00%
|
|
|
2021 Equity Incentive Plan [Member] | Common Class A [Member] |
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
Common stock, capital shares reserved for future issuance |
|
656,518
|
|
656,518
|
|
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v3.23.2
Commitments and Contingencies (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
3 Months Ended |
6 Months Ended |
12 Months Ended |
65 Months Ended |
|
|
|
Mar. 13, 2023 |
Feb. 28, 2023 |
Feb. 13, 2023 |
Jan. 20, 2023 |
Oct. 27, 2022 |
Sep. 26, 2022 |
Jul. 29, 2022 |
Apr. 06, 2022 |
Apr. 06, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Dec. 31, 2018 |
Mar. 31, 2022 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participation interests |
|
|
|
|
|
|
|
|
|
|
|
|
$ 285,000,000
|
|
|
|
|
Percentage of raffle revenue net |
|
|
|
|
|
|
|
|
|
|
|
|
7.00%
|
|
|
|
|
Obligation to pay digital securities amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,632
|
Lease expiration date |
|
|
|
|
|
|
|
|
Dec. 31, 2024
|
|
|
Jan. 21, 2024
|
|
|
|
|
|
Rent payment |
|
|
|
|
|
|
|
|
|
$ 6,000
|
$ 6,000
|
|
|
$ 204,725
|
|
|
|
Remitted rent payment |
|
|
|
|
|
|
|
$ 40,221
|
|
|
|
|
|
|
|
|
|
Loss on contract termination |
$ 4,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 30,000,000
|
|
|
|
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 30,000,000
|
$ 30,000,000
|
|
Related party costs |
|
|
|
|
|
$ 16,500,000
|
$ 16,500,000
|
|
|
|
|
|
|
|
|
|
|
Fees |
|
|
|
|
$ 397,036.94
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of litigation expense |
|
|
$ 50,000
|
$ 75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partial payment |
|
$ 75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.23.2
Related Party Transactions (Details Narrative) - USD ($)
|
1 Months Ended |
6 Months Ended |
12 Months Ended |
Jan. 31, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
Payments of related party |
$ 53,000
|
|
|
|
$ 4,700
|
Loans outstanding |
|
$ 13,000
|
|
|
|
Reimbursement expenses |
|
|
$ 440,000
|
$ 800,000
|
|
Settlement of outstanding obligations |
$ 316,919
|
|
|
|
|
Service Agreement [Member[ | Maximum [Member] |
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
Capital expenditure |
|
100,000
|
|
|
|
Reimbursement expenses |
|
$ 5,000
|
|
|
|
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v3.23.2
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)
|
Aug. 09, 2023 |
Aug. 08, 2023 |
Jul. 26, 2023 |
Subsequent Event [Line Items] |
|
|
|
Subsequent Event, Description |
|
|
The
UCIL Credit Facility consists of (a) funding in the principal amount of up to $1,000,000 to be paid in tranches over time and as
requested by the Company (the “Initial Loan”), wherein in return for the Initial Loan the Company shall issue to UCIL a
number of warrants to purchase shares of the Company’s common stock in an amount representing at least 4.5% but not exceeding
15% of the Company’s issued and outstanding common stock on the date of such issuance; and (b) an additional credit facility,
at the Company’s written request and at UCIL’s sole discretion for an amount up to a total of $49,000,000 in additional
financing (the “Accordion”) in subsequent funding tranches.
|
Loan per annum percentage |
|
|
10.00%
|
Reverse stock split |
1-for-20
|
|
|
U C I L Loan Agreement [Member] |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Loan |
|
$ 340,000
|
|
Debt face amount |
|
1,200,000
|
|
Loan availability |
|
$ 49,000,000
|
|
U C I L Loan Agreement [Member] |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Loan restated percentage |
|
100.00%
|
|
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