Techlott Inc 10-Q for FY2026 Q2
Techlott Inc. (LOTT)
About this 10-Q
Techlott Inc filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.87M
- compared with a net loss of $6000 a year earlier
- Diluted EPS
- -$0.00
- compared with -$0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from __________ to __________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(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 | ||
| N/A | N/A | N/A |
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.
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).
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 ☐ |
| 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 14, 2026, there were outstanding shares of the registrant’s common stock, par value $ per share.
TECHLOTT INC.
Form 10-Q
June 30, 2026
| 2 |
TECHLOTT INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| June 30 | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Other accounts receivables | ||||||||
| Inventory | ||||||||
| Marketable Securities | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Trade payables | ||||||||
| Other accounts payable and related party payables | ||||||||
| Short-term loans from related party | ||||||||
| Derivative liability – Anti-dilution rights | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Long term convertible loans at fair value | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| EQUITY | ||||||||
| Convertible preferred A stock, $ par value | ||||||||
| Convertible preferred B stock, $par value | ||||||||
| Common stock, $ par value | ||||||||
| Shares to be issued | ||||||||
| Additional Paid in Capital | ||||||||
| Treasury Stock | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Techlott Inc. stockholders’ equity | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Equity | ||||||||
The accompanying notes are an integral part of the financial statements.
| 3 |
TECHLOTT INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
For the period of three months ended June 30, | For the period of six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Revenues | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
| Research and development expenses | ||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of convertible loans and warrant liability | ( | ) | ( | ) | ||||||||||||
| Financial expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net profit (loss) attributable to Techlott Inc. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Profit (loss) per Common Share | ||||||||||||||||
| Basic and Diluted | ) | ) | ) | ) | ||||||||||||
| Weighted Average number of Common Shares Outstanding basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of the financial statements.
| 4 |
TECHLOTT INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(U.S. dollars in thousands except share data)
| Number | Number | Number | Amount | Stocks | Capital | issued | Deficit | Total | interests | Equity | ||||||||||||||||||||||||||||||||||
| Preferred Stock - Series A | Preferred Stock – Series B | Common Stock | Treasury | Additional Paid in | Shares to be | Accumulated | Non- controlling | Total | ||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Amount | Stocks | Capital | issued | Deficit | Total | interests | Equity | ||||||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Share based Compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Shares issuance to service providers | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issuance to investors | ||||||||||||||||||||||||||||||||||||||||||||
| Shares to be issued to investors | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of stock options | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | issued | Capital | Deficit | Total | interests | Equity | |||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Shares to be | Additional Paid in | Accumulated | Non-controlling | Total | ||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | issued | Capital | Deficit | Total | interests | Equity | |||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of Shares to service providers | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of Shares to investors | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Shares to be issued to service providers | - | - | ||||||||||||||||||||||||||||||||||||||
| Shares to be issued to investors | - | |||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| 5 |
TECHLOTT INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(U.S. dollars in thousands except share data)
| Number | Number | Number | Amount | Stocks | Capital | issued | Deficit | Total | interests | Equity | ||||||||||||||||||||||||||||||||||
| Preferred Stock - Series A | Preferred Stock – Series B | Common Stock | Treasury | Additional Paid in | Shares to be | Accumulated | Non- controlling | Total | ||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Amount | Stocks | Capital | issued | Deficit | Total | interests | Equity | ||||||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of April 1, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Share based Compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | issued | Capital | Deficit | Total | interests | Equity | |||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Shares to be | Additional Paid in | Accumulated | Non-controlling | Total | ||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | issued | Capital | Deficit | Total | interests | Equity | |||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||
| Balance as of April 1, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Shares to be issued to service providers | - | - | ||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| 6 |
TECHLOTT INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| 2026 | 2025 | |||||||
| For The six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Write-off of intangible assets | ||||||||
| Share based compensation | ||||||||
| Change in fair value of convertible loans and warrant liability and financial expenses, net | ( | ) | ||||||
| Financial expenses, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other accounts receivables | ||||||||
| Inventory | ( | ) | ||||||
| Accounts payable | ||||||||
| Accounts payables – related party | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Research and development expenses capitalization | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of Common Stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash | ||||||||
| Change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | ||||||||
| Non-cash investing and financing activities | ||||||||
| Related party debt conversion to option Common stock | ||||||||
The accompanying notes are an integral part of the financial statements.
| 7 |
TECHLOTT INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 1 – GENERAL
A. Techlott, Inc. (“Techlott”, “the Company”, “we” or “us”) was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company has not generated significant revenues from operations. On November 1, 2021 the Company was redomiciled in the State of Nevada. On May 29, 2026, the Company changed its name from AppYea Inc. to Techlott Inc.
The Company’s common stock is traded on the OTC Markets, OTCQB tier, under the symbol “LOTT”. The name change formed part of the Company’s strategic repositioning and increased focus on the development and commercialization of its lottery technology.
B. Strategic Development
On August 20, 2025 the Company entered into an agreement with Techlott Enterprises Ltd. (“Techlott Enterprises”), a Cypriot company, for the purchase (the “Techlott Purchase Agreement”) of proprietary blockchain-based decentralized lottery and gaming ecosystem leveraging smart contracts, verifiable randomness, and advanced infrastructure to deliver transparent, secure, and scalable lottery and gaming experiences (the “Technology”) and the underlying intellectual property for consideration consisting of shares of the Company’s common stock par value $ per share (the “Common Stock”). For further details, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
SleepX Ltd. is a company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company (“SleepX”). SleepX
is a research and development company that has developed a proprietary product for monitoring and treating sleep apnea and snoring. The
technology is protected by several international patents. SleepX has incorporated, together with an unrelated third party, a privately
held company under the laws of the State of Israel named Ta-nooma Ltd. (“Ta-nooma”). Ta-nooma has developed sleeping monitoring
technology for which patent applications were filed and has no revenue from operations. Since its incorporation and as of the financial
statements date, SleepX holds
C. Going Concern
The
financial statements are presented on a going-concern basis. To date, the Company has not generated any significant revenues, suffered
recurring losses from operations, incurred negative cash flows from operating activities, and is dependent upon external sources for
financing its operations. As of June 30, 2026 the Company had an accumulated deficit of $
The accumulated deficit raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue to finance its operating activities by raising capital. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities on commercially reasonable terms or at all. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of its technology platform or may be required to implement cost reduction measures and may be required to delay part of its development activities. The financial statements do not include any adjustments for the values of assets and liabilities and their classification that may be necessary in the event that the Company is no longer able to continue its operations as a “going concern”.
| 8 |
TECHLOTT INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2025, from which the accompanying condensed consolidated balance sheet dated December 31, 2025, was derived. The accounting policies implemented in the interim financial statements are consistent with the accounting policies implemented in the annual financial statements as of December 31, 2025,
Use of Estimates in Preparation of Financial Statements
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
| 9 |
TECHLOTT INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS
| A. | Short-term loans from related parties |
During
2021, SleepX borrowed from Nexense Technologies USA, Inc., a Delaware corporation which is majority
owned by Boris Molchadsky, a director of the Company, an aggregate amount of $
During
2020, the minority shareholder of Ta-nooma advanced a loan to Ta-nooma in the amount of NIS
SCHEDULE OF BALANCE AND TRANSACTION WITH RELATED PARTIES
| B. | Balances with related parties |
| June 30, 2026 | December 31, 2025 | |||||||
| In U.S. dollars in thousands | ||||||||
| Liabilities: | ||||||||
| Employees and payroll accruals (*) | ||||||||
| Short term loans | ||||||||
| C. | Transactions with related parties |
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| In U.S. dollars in thousands | ||||||||
| Expenses: | ||||||||
| Consulting fees, Salaries and related costs | ||||||||
| Share based compensation | ||||||||
| (*) |
Directors of the Company do not receive compensation for their directorship roles as such. Company’s Bylaws provide that a director or officer shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by the laws of the State of Nevada.
| 10 |
TECHLOTT INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 4 - CONVERTIBLE LOANS AND WARRANTS
The following table summarizes fair value measurements by level as of June 30, 2026 and December 31, 2025 measured at fair value on a recurring basis:
SCHEDULE OF FAIR VALUE RECURRING BASIS
| June 30, 2026 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| In U.S. dollars | ||||||||||||||||
| Assets | ||||||||||||||||
| None | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Convertible Loans | ||||||||||||||||
| Derivative liability – Anti-dilution rights | ||||||||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| In U.S. dollars | ||||||||||||||||
| Assets | ||||||||||||||||
| None | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Convertible Loans | ||||||||||||||||
| Derivative liability – Anti-dilution rights | ||||||||||||||||
The Convertible Loans changes consist of the following as of June 30, 2026 and December 31, 2025:
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE CHANGES
| Convertible Loans at Fair Value | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| $000 | ||||||||
| Opening Balance, (including short term loans from related party which is also convertible) | ||||||||
| Transition from amortized cost to convertible loans measured at fair value | ( | ) | ||||||
| Change in fair value of convertible loans liability | ( | ) | ||||||
| Closing balance | ||||||||
The estimated fair values of the Convertible loans were measured according to the Monte Carlo Model using the following assumptions:
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED
| As of June 30, 2026 | As of December 31, 2025 | |||||||
| Expected term (in years) | ||||||||
| Expected average (Monte Carlo) volatility | % | % | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | % | % | ||||||
| WACC | % | % | ||||||
The Derivative liability – Anti-dilution rights changes consist of the following as of June 30, 2026 and December 31, 2025:
SCHEDULE OF ANTI DILUTION DERIVATIVE LIABILITY
| June 30, 2026 | December 31, 2025 | |||||||
| Anti-Dilution Liabilities at Fair Value | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| $000 | ||||||||
| Opening Balance | ||||||||
| Recognition of anti-dilution rights granted to new investors (see Note 8 – Capital raise) | ||||||||
| Fair value adjustment | ||||||||
| Closing balance | ||||||||
| 11 |
TECHLOTT INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 5 - STOCK BASED COMPENSATION
SCHEDULE OF NUMBER OF OPTIONS
| For the six months ended June 30, 2026 | ||||||||
Number of options | Weighted average exercise price | |||||||
| in USD | ||||||||
| Options outstanding on January 1, 2026 | $ | |||||||
| Options granted during the period | $ | |||||||
| Options exercised during the period | $ | |||||||
| Options cancelled during the period | ( | ) | $ | |||||
| Options outstanding at the end of period | $ | |||||||
| Options exercisable at the end of period | ||||||||
*Includes options purchased by employees from conversion of debt.
For the six months ended June 30, 2026 and 2025, the Company recognized expenses, to such options, in the amount of $ and $, respectively. The expense is non-cash stock-based compensation expense resulting from options awards to the Chief Executive Officer, Chief Financial Officer and advisors. The expense represents the aggregate grant date fair value for the option awards granted and vested during the periods presented, determined in accordance with FASB ASC Topic 718.
| 12 |
TECHLOTT INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 6 – SEGMENT INFORMATION
The
Company operates as
The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025:
SCHEDULE OF SEGMENT AND GEOGRAPHIC INFORMATION
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
For the period of three months ended June 30, | For the period of six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Revenues | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
| Research and development expenses | ||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of convertible loans and warrant liability | ( | ) | ( | ) | ||||||||||||
| Financial expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 13 |
TECHLOTT INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 7 - CONTINGENT LIABILITIES
| On August 11, 2022, a lawsuit was filed in the Tel Aviv Magistrate’s Court against our director and majority shareholder, Boris Molchadsky, G.P.I.S Ltd., an entity controlled by Mr. Molchadsky, Nexsense, Inc. (the former shareholder of SleepX Ltd.) and SleepX, Ltd., our subsidiary (collectively, the “Defendants”) [Civil lawsuit number 25441-08-22]. The suit was filed by a fund operating out of Israel. A copy of the claim was served to the defendants only six months after it was submitted to court, on February 21, 2023. The lawsuit is based on the alleged breach of partnership and loan agreements as well as other related allegations, including violation of agreements reached in a mediation proceeding that took place in 2015. On July 24, 2023, the Defendants (except for Nexsense, Inc.) filed a statement of defense, denying the allegations and argued that the claim should be dismissed, due to the statute of limitations, lack of cause of action, lack of jurisdiction, delay in filing the claim, and respecting SleepX, also due to the lack of standing between SleepX and the plaintiff. |
Recently, the Magistrate’s Court in Tel Aviv accepted the request regarding lack of material jurisdiction, and the claim was then transferred to the economic department of the District Court in Tel Aviv.
A preliminary hearing was held on February 14, 2024. The presiding judge did not rule on the preliminary pleadings and urged the parties to attempt mediation before the ruling. The parties are considering different mediators (which must be mutually agreed to) and following the selection of a mediator, the parties will schedule a date for the mediation.
NOTE 8 - SIGNIFICANT EVENTS DURING AND AFTER THE PERIOD
(i) Capital raise
On
January 27, 2026, the Company received gross proceeds of $
One
of the abovementioned investors has invested $
Derivative liability – Anti-dilution rights
(i) These rights entitle the holders to receive additional shares of the Company’s common stock upon future capital raises (up to specified thresholds), in order to maintain their relative ownership. As the number of shares to be issued is variable, these rights are not considered indexed to the Company’s own stock. Accordingly, under ASC 815-40, such rights are classified as derivative liabilities.
(ii) The derivative liabilities are measured at fair value, with changes in fair value recognized in the statement of operations under “change in fair value of derivative liabilities.” The liabilities are presented within current or non-current liabilities in the balance sheet, based on the expected timing of settlement.
(iii)
The anti-dilution protection is triggered upon future equity financings up to $
a. Valuation methodology
(i) The fair value of the anti-dilution feature was determined using a scenario-based approach that considers potential future financing outcomes.
(ii) For each scenario, the Company estimated (i) the value of the shares assuming the anti-dilution protection is in place and (ii) the value assuming no such protection exists. The incremental value attributable to the anti-dilution feature represents the difference between these two outcomes.
(iii) The expected value across scenarios was probability-weighted and subsequently discounted to present value using an appropriate weighted average cost of capital.
(iv) Key assumptions include expected future Company valuations, dilution rates in potential capital raises, timing of potential financing events, and the probability assigned to each scenario.
| 14 |
b. Anti-dilution liability valuation
(i)
The valuation reflects scenario analysis of potential future financing events. Two representative scenarios were considered:
(ii) The resulting fair value reflects the probability-weighted outcomes of these scenarios, consistent with the valuation methodology described above. The valuation involves significant unobservable inputs and is classified within Level 3 of the fair value hierarchy.
(iii) Changes in key assumptions, including expected Company valuation and dilution rates, could result in a material change in the fair value of the derivative liability.
(ii) Settlement with former CEO
In January 2026, the Company entered into a settlement and release agreement with its former Chief Executive Officer, Mr. Adi Shamer.
Pursuant to the agreement, Mr. Shamer agreed to fully release and discharge the Company from any and all claims. In connection with the settlement, Mr. Shamer returned to the Company vested but unexercised stock options previously granted to him.
In
consideration for the foregoing, the Company paid Mr. Shamer NIS
Following the execution of the agreement, Mr. Shamer holds shares of the Company’s common stock.
(iii)
In connection with the consulting agreement entered into with the Company’s Chief Financial Officer (“CFO”), the Company
agreed to grant an aggregate of stock options, vesting in two equal tranches: the first tranche vested on March 31, 2026,
and the second tranche vested on June 30, 2026. The aggregate grant date fair value of the options was approximately $
NOTE 9 - SUBSEQUENT EVENTS
On August 6, 2026, the Company entered into a Platform License and Services Agreement (the “Gambia Agreement”) with a company that holds an exclusive license to operate lottery and gaming operations in The Gambia (the “Operator”). Pursuant to the Gambia Agreement, the Company licenses its modular web-based lottery platform and provides related services to the Operator for a term of five years from the platform launch date, subject to automatic renewal for successive 24-month periods. The Company retains all intellectual property rights in the platform. As consideration, the Operator will pay the Company a tiered share of monthly gross revenue generated through the platform. The Gambia Agreement is governed by the laws of Cyprus.
On August 12, 2026, the Company entered into the following agreements with Bary (Boris) Molchadsky, a director of the Company: (i) a Consulting
Agreement providing for a monthly consulting fee of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our strategy, market opportunity, planned geographic and vertical expansion, future commercial deployments, capital requirements, regulatory matters, and prospective listing. Words such as “may,” “will,” “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate,” “potential,” and similar expressions identify forward-looking statements.
Forward-looking statements rest on management’s current expectations and are subject to substantial risks, uncertainties, and changes in circumstances that are outside the Company’s control. Actual results may differ materially. Important factors are described under the heading “Risk Factors” in our 2025 10-K, as updated by our subsequent filings with the SEC. Except as required by law, we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this report. The terms “we,” “us,” “our,” “Techlott,” and the “Company” refer to Techlott, Inc. and its consolidated subsidiaries unless context otherwise requires.
Overview
We are a Nevada corporation whose common stock is quoted on the OTC Markets, OTCQB tier, under the symbol “LOTT.” We currently operate in two areas: (i) the development and commercial deployment of a blockchain-based technology platform supporting licensed lottery, draw-based gaming, and casino-style gaming operators, which is our principal area of focus following our acquisition of the Techlott IP on December 31, 2025; and (ii) legacy digital health products developed by our wholly-owned subsidiary SleepX for sleep apnea and snoring monitoring, with respect to which we continue to evaluate strategic options.
Our blockchain-based technology is designed to support core lottery operational processes — including ticket registration, draw execution, and prize distribution — through smart-contract logic, verifiable randomness, and audit-trail capabilities intended to support regulatory and operator-side compliance. As of the date of this report, our commercial operations consist of one active customer deployment, located in The Gambia. While our existing commercial deployment is in the lottery vertical, the Platform’s underlying components, including smart-contract execution, verifiable randomness, and modular backend services, are configurable to support a broader range of regulated gaming applications, including casino-style table games and instant-win products, when offered by licensed gaming operators in jurisdictions where such activities are permitted. Casino and other gaming operations are typically subject to distinct licensing regimes and regulatory requirements that differ materially from those applicable to lottery operations, and operators offering such products would generally be required to hold the relevant gaming licenses and to comply with the regulatory requirements applicable in their respective jurisdictions.
While we intend to focus on the development and expansion of our lottery and gaming business, we continue to explore options with respect to our legacy digital health business.
Industry Background
The global lottery industry is large and well-established.
We believe the following industry trends are favorable to our business, although there can be no assurance that any of these trends will continue or that, if they do continue, we will be positioned to benefit from them:
| — | Digital channel growth. A growing share of lottery purchases is conducted through digital channels rather than traditional retail terminals, particularly in jurisdictions with established mobile payment infrastructure. | |
| — | Mobile payment adoption in emerging markets. The expansion of mobile-money and digital payment infrastructure in certain emerging markets, including parts of Africa and Asia, has reduced traditional barriers to participation in regulated lottery games. | |
| — | Regulatory focus on verifiable fairness. Lottery and gaming regulators in a number of jurisdictions have signaled increasing interest in technical mechanisms by which the fairness, integrity and auditability of lottery operations can be independently verified, rather than relying solely on regulator inspection of operator-controlled systems. |
We believe these trends create demand for technology platforms that can support digital and mobile lottery and gaming participation while providing operators and regulators with mechanisms to independently verify fairness and integrity. The Platform is designed to address this demand. The extent to which we are able to capitalize on these trends, however, is subject to a range of factors outside our control, including regulatory developments, the pace of technology adoption among lottery and gaming operators, and competition from established and emerging providers.
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Our Platform
We have developed and commercially deployed a technology platform designed to support lottery and gaming operations through a combination of smart contract infrastructure, verifiable randomness, and modular backend systems. The Platform is intended to support transparency, operational efficiency, and auditability for lottery and gaming operators and regulators. The Platform is designed to be deployed alongside, or as a replacement for, an operator’s existing legacy systems, depending on operator requirements; we do not represent that the Platform alone ensures operational efficiency or regulatory compliance, both of which depend on the operator’s broader system architecture, business processes, and regulatory environment.
As of the date of this report, our commercial operations are in an early stage, with one active customer deployment in The Gambia, Africa. We intend to generate our first revenue from this client during the third quarter of 2026. Our future growth depends on, among other things, securing additional customers, expanding into new markets, and continuing to develop the Platform.
Platform Architecture
The Platform combines on-chain components (smart contracts deployed on a public blockchain) with off-chain components (backend services, operator-facing administrative tools, and integration interfaces). The Platform is designed to support high-throughput environments and may be deployed across multiple jurisdictions, subject in each case to applicable regulatory requirements and operator-specific configuration.
At its core, the system utilizes blockchain-based smart contracts to automate certain operational processes, including ticket registration, draw execution, and prize distribution. These processes are designed to reduce reliance on manual intervention and improve consistency and traceability across lottery and gaming operations, although they remain subject to the limitations of the underlying blockchain network and the integrity of the smart-contract code, including the risk of undiscovered vulnerabilities.
The Platform integrates frontend interfaces, backend services, and blockchain components to deliver a unified system that can be adapted to various operator requirements and regulatory environments.
A central component of the Platform is its use of third-party verifiable randomness services for draw execution. The system integrates the Chainlink Verifiable Random Function (“Chainlink VRF”) service to generate cryptographically verifiable random outcomes. We consume Chainlink VRF on a per-request basis using the LINK token; we do not have a written commercial agreement with Chainlink Labs governing access to the service. This approach is intended to:
| — | Reduce the risk of manipulation in the draw process. | |
| — | Provide a cryptographic record that outcomes are generated in accordance with predefined rules. | |
| — | Support regulatory and audit requirements related to fairness and integrity. |
We are also developing additional mechanisms to further bind draw outcomes to predefined rule sets and improve traceability and auditability of each draw event. We rely on the continued availability of Chainlink VRF on terms acceptable to us; the unavailability or material modification of the Chainlink VRF service could require us to migrate to an alternative randomness service, which could be costly and disruptive.
Platform Capabilities
The Platform is designed as a modular system that supports a range of operational capabilities for lottery and gaming operators, including:
Lottery Management. End-to-end management of lottery lifecycle processes, including ticket sales, draw execution, and prize distribution, with system events recorded and traceable.
Operator Tools and Back Office. Administrative interfaces that provide near-real-time visibility into system activity, including transaction tracking, reporting, and operational controls. These tools are intended to support compliance, auditing, and operational oversight.
Affiliate and Promotional Systems. Integrated tools for campaign management, affiliate tracking, and promotional logic, enabling operators to manage user acquisition and engagement strategies, subject in each case to applicable regulatory restrictions on lottery and gaming marketing in the operator’s jurisdiction.
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Player Engagement Features. Optional engagement features, such as promotional campaigns and reward-based mechanisms, designed to support user retention and activity. Where required, these features are configurable to incorporate operator-specific responsible-gaming and self-exclusion controls; however, ultimate responsibility for compliance with responsible-gaming requirements rests with the operator.
Technology Roadmap
Our technology development roadmap includes:
| — | Expansion to additional blockchain networks to support scalability and flexibility. | |
| — | Enhancement of API-based services for third-party operators. | |
| — | Continued development of operator tools and user interfaces. | |
| — | Integration of additional payment methods and regional capabilities. | |
| — | Ongoing improvements to security, monitoring, and system performance. |
These initiatives are intended to support our long-term strategy of providing a scalable and compliant technology platform for the global lottery and gaming industry. There can be no assurance that we will be able to execute on this roadmap on the timeline anticipated, or at all, particularly in light of our current capital position.
Our Products and Services
We provide technology products and services designed to support licensed lottery and gaming operators. We do not, and do not intend to, hold lottery, gaming or wagering licenses in our own name; we operate as a business-to-business technology supplier to licensed operators.
Platform Access and Deployment. We provide operators with access to the Platform, including system setup, configuration, and deployment tailored to the operator’s requirements and regulatory environment.
Customization and Development. We offer development services to adapt the Platform to specific customer needs, including custom game configurations, integration with local payment systems, adaptation to regulatory requirements, and development of additional features unique to each operator.
Ongoing Support and Maintenance. We provide continuous technical support and system maintenance services, including Platform monitoring, issue resolution, system updates and improvements, and operational support for live environments.
Additional Platform Capabilities. The Platform includes modules for lottery lifecycle management, administrative and reporting tools, affiliate and promotional systems, and user engagement features. These capabilities may be configured differently depending on the customer’s requirements.
Key Financial Terms and Metrics
The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.
Revenues
We have generated insignificant revenues to date.
Research and Development Expenses
Developing and enhancing our technology platform is an ongoing process that is subject to technical and commercial uncertainty. We expect to continue incurring substantial expenses as we develop the platform. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Continued development of the platform will consume a large proportion of our current, as well as projected, resources.
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Our research and development costs are comprised of:
● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
● fees paid to external parties who provide us with contract services, such as software development, blockchain integration, smart contract auditing, security testing, and other technology-related services.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.
Financial Expenses
Financial expenses consist primarily of the impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank fees and interest on long term loans. Financial income derives mainly from change in derivative value of convertible loans.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2026 to the Three and Six Months Ended June 30, 2025
The six months ended June 30, 2026 represent the first six months following the Company’s strategic pivot to blockchain-based lottery technology and the consummation of the Techlott IP acquisition on December 31, 2025. The six months ended June 30, 2025 reflect the Company’s operations as a digital health company.
| (U.S. dollars in thousands) | For the three- months period ended June 30 | For the Six- months period ended June 30 | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| U.S. dollars | |||||||||||||||
| Revenues | - | 1 | - | 4 | |||||||||||
| Cost of sales | - | 4 | - | 8 | |||||||||||
| Gross profit (loss) | - | (3 | ) | - | (4 | ) | |||||||||
| Research and development expenses | 225 | 221 | 434 | 215 | |||||||||||
| Sales and marketing | 52 | 32 | 75 | 49 | |||||||||||
| Amortization of intangible assets | 534 | - | 1,067 | - | |||||||||||
| General and administrative expenses | 496 | 97 | 915 | 208 | |||||||||||
| Operating loss | (1,307 | ) | (353 | ) | (2,491 | ) | (476 | ) | |||||||
| Financial income (expenses), net | (562 | ) | 347 | (946 | ) | 304 | |||||||||
| Net profit (loss) | (1,869 | ) | (6 | ) | (3,437 | ) | (172 | ) | |||||||
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Revenue.
The Company did not generate any revenue for the three and six month periods ended June 30, 2026, compared to $1,000 and $4,000 for the three and six months ended June 30, 2025. Prior-period revenue was attributable to legacy sales of the SleepX AppySleep biofeedback wristband and related products.
Cost of Sales.
The Company did not incur cost of sales for the three and six months ended June 30, 2026, compared to $4,000 and $8,000 for the three and six months ended June 30, 2025. The change reflects the shift in revenue mix from physical product sales (SleepX) to platform-based services (Techlott IP).
Research and Development Expenses.
Research and development expenses for the three and six months ended June 30, 2026 were approximately $225,000 and $434,000, respectively, compared to $221,000 and $215,000 for the three and six months ended June 30, 2025, respectively. Research and Development expenses for the three and six months ended June 30, 2026 primarily consisted of approximately $90,000 and $164,000, respectively, in respect of development costs associated with the continued enhancement and deployment of the acquired lottery platform, as well as $135,000 and $270,000, respectively, of allocated compensation expenses relating to the Company’s CTO (Ben Harris) and certain members of management that were previously attributed to research and development activities. Mr. Harris was appointed on December 31, 2025 and is entitled to monthly compensation of $30,000.
The prior-period research and development expenses were primarily attributed to write-offs of certain investments in intellectual property and development of our products.
Amortization of Acquired Intangible Assets.
Amortization expenses for the three and six months ended June 30, 2026 were approximately $534,000 and $1,067,000, respectively, compared to nil for the three and six months ended June 30, 2025.
For the three and six months ended June 30, 2026, approximately $528,000 and $1,056,000 of the amortization expenses, respectively, related to the intellectual property acquired from Techlott on December 31, 2025, with the remaining amount attributable to the amortization of legacy SleepX patent assets.
Sales and Marketing Expenses.
Sales and marketing expenses for the three and six months ended June 30, 2026, respectively, were approximately $52,000 and $75,000, compared to $32,000 and $49,000 for the three and six months ended June 30, 2025, respectively.
General and Administrative Expenses.
General and administrative expenses for the three and six months ended June 30, 2026 were approximately $496,000 and $915,000, respectively, compared to $97,000 and $208,000 for the three and six months ended June 30, 2025, respectively. The increase reflects, among other items, the following developments that occurred after June 30, 2025 and are present for the first full quarterly period in the six months ended June 30, 2026: (i) monthly consulting fees payable to the senior management team appointed in August 2025 (Mr. Abadi, Mr. Grady, and Mr. Mekler) and December 2025 (Mr. Katzenelson and Mr. Ben Harris), aggregating approximately $140,000 per month in base fees (calculated as base monthly fees of $30,000 per month for each of Mr. Abadi, Mr. Grady, Mr. Katzenelson, Mr. Harris, and $10,000 per month for both Mr. Mekler and Mr. Boris Molchadsky) of which due to cashflow constrains only $7,000 per month are in fact paid out; (ii) share-based non-cash compensation expense relating to options granted to officers and consultants (including $78,000 and $81,000 of expense related to the vesting of 15,000,000 options held by Mr. Mekler on March 31 and June 30, 2026, respectively); and (iii) professional fees relating to the Company’s public reporting program, the Techlott IP acquisition, and ongoing legal matters. None of the professional fees to our management team have in fact been paid due to cash flow constraints but such amounts are being accrued, except for a monthly fee of $7,000 (of the $10,000) being paid to the Company’s CFO.
Change in Fair Value of Convertible Loans and Derivative Liabilities.
The change in fair value of convertible loans and derivative liabilities recorded for the three and six months ended June 30, 2026 were approximately $556,000 and $942,000, respectively, compared to income of $358,000 and $314,000 for the three and six months ended June 30, 2025. The current-period amount reflects the remeasurement of (i) the Plutus Note carried at fair value pursuant to the fair value option under ASC 815 and (ii) the anti-dilution derivative liabilities recognized in December 2025 in connection with the Techlott IP acquisition and the contractual anti-dilution rights of senior management. The prior-period amount reflected the remeasurement of convertible loan instruments outstanding during that period, none of which remain outstanding as of June 30, 2026 (other than the Plutus Note).
Financial Income (Expenses), Net.
Financial income (expenses), net for the three and six months ended June 30, 2026 were expenses of approximately $6,000 and $4,000, respectively, compared to expense of $11,000 and $10,000 for the three and six months ended June 30, 2025, respectively. Financial income was primarily attributable to interest earned on U.S. dollar-denominated deposits. Financial expenses primarily reflect interest accrual on outstanding debt obligations and the effect of remeasurement of monetary balances denominated in non-U.S. dollar currencies (principally the New Israeli Shekel).
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Net Loss.
Net loss for the three and six months ended June 30, 2026 were approximately $(1,869,000) and $(3,437,000), compared to net loss of $(6,000) and $(172,000) for the three and six months ended June 30, 2025, respectively. The increase in net loss primarily reflects the items described above, in particular the post-acquisition amortization of the Techlott IP and the consulting fees payable to the senior management team appointed during the second half of 2025.
Liquidity and Capital Resources
We have funded our operations to date through a combination of equity issuances and convertible debt financings. As of June 30, 2026, we had cash and cash equivalents of approximately $495,000 and total liabilities of approximately $10,663,000, of which approximately $9,715,000 were current. As of December 31, 2025, we had cash and cash equivalents of $408,000.
Cash Flows.
The following table summarizes our cash flows for the periods presented:
| (U.S. dollars in thousands) | Six Months Ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | (613 | ) | (213 | ) | ||||
| Net cash used in investing activities | - | (1 | ) | |||||
| Net cash provided by financing activities | 698 | 124 | ||||||
| Effect of exchange rate changes on cash | 2 | 19 | ||||||
| Net change in cash and cash equivalents | 87 | (71 | ) | |||||
| Cash and cash equivalents, beginning of period | 408 | 79 | ||||||
| Cash and cash equivalents, end of period | 495 | 8 | ||||||
We expect to continue to incur substantial expenses in connection with the development of our blockchain-based technology platform, the addition of new customers, geographic expansion, and our public-reporting compliance program. Based on management’s current projections, we believe that our existing cash resources, taken together with the proceeds from the January 27, 2026 capital raise, will be sufficient to fund our operations through December 2026. We will require additional capital to fund our operations beyond such date and to execute our long-term strategic objectives. There is no assurance that we will be able to obtain additional capital on commercially reasonable terms, or at all. If we are unable to raise additional capital, we may be required to delay, scale back, or eliminate planned activities, which would have a material adverse effect on the Company.
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Going Concern
For the six months ended June 30, 2026, and as of the date of this report, we assessed our financial condition and concluded that based on our current and projected cash resources and commitments, as well as other factors mentioned above, there is a substantial doubt about our ability to continue as a going concern. Our 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 have an accumulated deficit of $28,892,000 and a working capital deficit of $9,119,000 on June 30, 2026, as well as negative operating cash flows. Included in this amount is a non-monetary liability of approximately $8,320,000 related to anti-dilution obligations reflecting the future potential issuance of shares to investors and controlling shareholders in connection with future equity issuances. Excluding this non-monetary component, the Company’s working capital deficit would have been approximately $799,000.
The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2025 contained an explanatory paragraph stating that the Company’s recurring losses and limited operations raise substantial doubt about its ability to continue as a going concern; the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have not been audited or reviewed by our independent registered public accounting firm. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.
We cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to the often volatile nature of the financial markets, equity and debt financing may be difficult to obtain.
We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or technologies or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
Anti-Dilution Rights.
As described in Note 4 to the unaudited condensed consolidated financial statements and in the 2025 10-K, certain of the Company’s officers and Techlott hold contractual anti-dilution rights covering specified ownership percentages and aggregate values. Future issuances of common stock or convertible securities may trigger the issuance of additional shares to these holders, resulting in further dilution to the holders of common stock. The fair value of the related derivative liabilities, and changes in fair value, are reflected in our condensed consolidated balance sheet and condensed consolidated statement of operations, respectively.
Critical Accounting Estimates
Our critical accounting estimates are described in the 2025 10-K. Critical estimates affecting the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 include, in particular, (i) the fair value of the Plutus Note (Level 3 inputs); (ii) the fair value of derivative liabilities relating to anti-dilution rights (Level 3 inputs); (iii) the recoverability and useful life of the Techlott IP intangible asset; and (iv) the going-concern assessment. Changes in the assumptions or unobservable inputs underlying these estimates could have a material effect on our reported results.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as defined under Item 303(a)(4) of Regulation S-K.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
In connection with the preparation of this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to the material weakness in our internal control over financial reporting described below.
Material Weakness in Internal Control over Financial Reporting
As disclosed in Item 9A of the 2025 10-K, our management identified a material weakness in our internal control over financial reporting relating to segregation of duties. Our management is composed of a small number of professionals, resulting in limitations on segregation of duties such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis by our internal control over financial reporting. The material weakness was first identified during the year ended December 31, 2025 and has not been remediated as of June 30, 2026.
Plan for Remediation
We continue to evaluate measures designed to remediate the material weakness, including the engagement of third-party accounting and reporting consultants to provide additional review of significant transactions and complex accounting matters. We expect to remain materially dependent on third-party service providers in this regard for the foreseeable future. We will not consider the material weakness remediated until the applicable controls have operated for a sufficient period of time and our management has concluded, through testing, that the controls are operating effectively.
Inherent Limitations on Effectiveness of Controls
Management recognizes that any system of disclosure controls and procedures, or internal control over financial reporting, however well designed and operated, can provide only reasonable, not absolute, assurance of achieving its objectives. Management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
Other than the matters described above, there were no changes in our internal control over financial reporting during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding our material legal proceedings, see Item 3 of our 2025 Annual Report on Form 10-K, which information is incorporated herein by reference. There have been no material developments in those proceedings during the three months ended June 30, 2026.
Aside from the matter described in Item 3 of our 2025 10-K, from time to time we may become involved in various legal proceedings that arise in the ordinary course of business. Although the outcomes of legal proceedings cannot be predicted with certainty, we are not currently aware of any other legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.
Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. There have been no material changes to the risk factors disclosed under Item 1A of the 2025 10-K. Investors should carefully consider those risk factors, in addition to the other information contained in this Quarterly Report on Form 10-Q and our other reports filed with the SEC, before purchasing or otherwise acquiring shares of our common stock. The risks and uncertainties described in those filings are not the only ones we face. Additional risks and uncertainties not currently known to us, or that we currently consider immaterial, may also impair our business operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
N/A
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(i) On August 6, 2026, Techlott entered into a Platform License and Services Agreement (the “Agreement”) with a company that holds an exclusive license to operate lottery and gaming operations in The Gambia, West Africa (the “Operator”). Pursuant to the Agreement, the Company licenses its proprietary modular web-based blockchain-based lottery platform and provides related services to the Operator. The Agreement grants the Operator a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and operate the Company’s platform. The Operator is solely responsible for regulatory licensing, marketing, end-user relationships, and the legality of its gaming and lottery operations in The Gambia. The Company retains all intellectual property rights in the platform. The Operator retains ownership of its brands, domain names, website, and all end-user data generated through the platform.
This agreement represents the Company’s first commercial deployment of its platform.
As consideration for the license and services, the Operator will pay the Company a tiered share of monthly gross revenue generated through the platform as well as a monthly minimum payment. Revenue is reported by the Operator within ten days after each month-end, and payment is due within seven days after the Company’s invoice. The Agreement includes audit rights, a 0.5% monthly late interest rate, and the Company’s right to suspend services following 21 days’ notice of a missed payment.
The Agreement has an initial term of five years from the platform launch date, with automatic renewal for successive 24-month periods unless either party provides 90 days’ written notice of non-renewal. Either party may also terminate the Agreement for convenience upon 90 days’ written notice. The Company has additional rights to terminate immediately if the Operator’s regulatory license lapses, if required by a governmental or regulatory authority, or if the Operator’s conduct creates regulatory risk for the Company.
The platform is provided on an “as is” basis without warranty. The Company’s aggregate liability under the Agreement is capped at $40,000, with carve-outs for amounts owed to the Company and for the Operator’s breaches of applicable law, intellectual property obligations, and confidentiality obligations.
(ii) On August 12, 2026, the Company entered into the following agreements with Boris Molchadsky, a director of the Company: (i) a Consulting Agreement providing for a monthly consulting fee of $10,000 plus applicable VAT, accruing from January 1, 2026, and certain related payments; and (ii) a SleepX Transfer Agreement providing for the transfer to Mr. Molchadsky of the Company’s equity interest in SleepX Ltd. in two tranches, forty-nine percent (49%) upon execution and the remaining fifty-one percent (51%) upon the earlier of the Company’s uplisting to a national securities exchange and June 30, 2027.
(iii) During
the three months ended June 30, 2026, none of our directors or executive officers
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Item 6. Exhibits
* Filed herewith.
** Furnished herewith.
*** Portions of the Exhibit have been omitted.
+ Management contract or compensatory plan or arrangement.
| 25 |
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.
| TECHLOTT, INC. | ||
| By: | /s/ Yakir Abadi | |
| Yakir Abadi | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: | August 14, 2026 | |
| By: | /s/ Ron Mekler | |
| Ron Mekler | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: | August 14, 2026 | |
| 26 |
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
CERTAIN INFORMATION IN THE SCHEDULE I ATTACHED TO THIS AGREEMENT HAS BEEN EXCLUDED FOM THE EXHIBIT AS SUCH INFORMATION IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED ([***]).
Agreement
This agreement (the “Agreement”) is entered on the 07th of August 2026 (the “Effective Date”) between Techlott Inc., a company incorporated under the laws of Nevada, registration number 03834R2025 of 447 Broadway 2nd FL, 10013 New York, United States (“Techlott”) and Sunlotto Limited, a company incorporated under the laws of Gambia, registration number 25002617 of Banjul, Gambia (“SL”)
INTRODUCTION
WHEREAS Techlott is the owner of the Platform;
WHEREAS SL holds the Regulatory License;
WHEREAS SL operates and manages the lottery and gaming operation in the Territory, under the Regulatory License;
WHEREAS SL wishes to that Techlott will provide SL with the Offering; and
WHEREAS Accordingly, SL and Techlott wish to enter into a contractual engagement according to which Techlott provides the Offering to SL under the Regulatory License in accordance with the terms and conditions of this Agreement.
THEREFORE, IT IS AGREED THAT:
1 DEFINITIONS AND INTERPRETATION
| 1.1 | In this Agreement, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them: |
“Affiliate” means any person Controlled by, or Controlling, or in common Control with any Party hereto, as the case may be.
“Applicable Legislation” means all applicable legislation, regulations and any and all directives, requirements and/or guidelines of applicable authorities.
“Techlott Marks” means Techlott’s trademarks and logos from time to time.
“Techlott Policies” means all internal policies, rules and procedures which Techlott may reasonably establish and/or modify from time to time, that have been notified in advance to SL (including any changes to such policies).
“Associated Person” means any employee, director, shareholder, agent, contractor, subcontractor, distributor, franchisee, corporation, partnership, joint venture, trust, unincorporated association or organisation, employed by, acting for or otherwise associated with or affiliated to a Party hereto, as the case may be.
“SL Brands” means the trademarks associated with SL brands and each of their various trading styles.
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“SL Materials” means SL’s facilities, equipment, databases, software, content, domain names, trademarks, trade names and service marks, and/or other information, documentation or resources of SL.
“Confidential Information” has the meaning attributed to it in Article 8.1.
“Consideration” has the meaning attributed to it in Article 4.1.
“Control” means possessing, directly or indirectly, the power to direct, or cause the direction of, the management and policies of another person, whether through ownership of voting securities or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise.
“Damages” has the meaning attributed to it in Article 11.3.
“Domain Name” means the domain name(s) notified by SL to Techlott in writing from time to time which shall serve as the unique resource locators for the Website, as well as any other mobile access channels, subject to Techlott’s prior written approval.
“End User” means any end user customer of SL who completes the registration process enabling him to use the Platform via or through the Website.
“Intellectual Property Rights” means pending or granted patents, whether or not patentable, including without limitation, rights in algorithms, binary code, brands, business methods, business plans, computer programs, computer software, concepts, Confidential Information, databases, developments, firmware, composition of matter or materials, certification marks, collective marks, copyright, customer lists, data, designs (whether registered or unregistered), derivative works, discoveries, distributor lists, domain names, file layouts, formulae, goodwill, ideas, improvements, industrial designs, innovations, inventions, integrated circuits, know-how, logos, manufacturing information, mask works, materials, methods, moral rights, object code, original works of authorship, patents, patent applications, patent rights, including but not limited to any and all continuations, divisions, reissues, re-examinations or extensions, plans, processes, proprietary technology, reputation, research data, research results, research records, service marks, software, source code, specifications, statistical models, supplier lists, systems, techniques, technology, trade secrets, trademarks, trade dress, trade names, trade styles, technical information, utility models, and any rights analogous to the foregoing and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.
“Launch Date” means the date in which the Platform is made available to SL.
“Offering” means the Platform and Services.
“Platform” means a modular based lottery platform built for operators to support a web-based lottery system capable of supporting feasible and contracted gaming options.
“Regulatory License” means an exclusive license to operate a lottery and gaming operation in the Territory.
“Services” means all content (excluding the Platform) and all services provided by Techlott as set forth in this Agreement; the services to be provided by Techlott, as agreed between the Parties of the Effective Date (and in accordance with the period during which they will be provided – prior to or after the Launch Date), are further detailed in Schedule 2.
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“Term” means the period set out in Article 2.2.
“Territory” means the Republic of Gambia.
“Website” means any website, mobile site and mobile application accessed by means of the Domain Names and which shall provide End Users with access to the Platform.
| 1.2 | In this Agreement (except where the context otherwise requires): |
| (i) | words denoting the singular include the plural and vice versa; |
| (ii) | words denoting any gender include all other genders; |
| (iii) | any reference to “persons” includes individuals, bodies corporate, companies, partnerships, unincorporated associations, firms, trusts and all other legal entities; |
| (iv) | any reference to a Party is to a party to this Agreement. |
| 1.3 | Any reference to applicable legislation, a statute, statutory provision or subordinate legislation shall be construed as referring to that applicable legislation, statute, statutory provision or subordinate legislation as amended, modified, consolidated, re-enacted or replaced and in force from time to time, whether before or after the Effective Date. |
| 1.4 | The Preamble and Schedules to this Agreement shall for all purposes form part of this Agreement. |
| 1.5 | If any provision in the Preamble, definition clause or Schedule is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the Preamble, definition clause or Schedule, effect shall be given to it as if it were a substantive provision in the body of this Agreement. |
| 1.6 | Any reference to an Article, sub-Article, paragraph or Schedule is to the relevant Article, sub-Article, paragraph or Schedule of this Agreement unless stated otherwise. |
| 1.7 | Article headings are for convenience only and shall not affect the interpretation of this Agreement. |
2 SCOPE AND TERM
| 2.1 | Techlott hereby grants to SL a limited, revocable, non-transferable, non-assignable, non-exclusive, non-licensable, non-sub-licensable license to the Platform and provide the Services. SL shall have no right to provide any right and/or permission to any third party in and/or to the Offering (in whole or in part). |
| 2.2 | This Agreement shall commence on the Effective Date and shall continue until the end of 5 (five) years from the Launch Date, unless terminated earlier in accordance with the provisions of this Agreement (the “Initial Term”). Upon the expiration of the Initial Term (unless terminated earlier), the term of this Agreement shall automatically renew for successive periods of 24 (twenty-four) months each, unless and until either Party delivers written notice of non-renewal to the other Party during the period commencing 90 (ninety) days prior to the expiration of the Initial Term or any renewal term and ending 30 (thirty) days prior to the expiration of the Initial Term or any renewal term. The Initial Term together with all renewal terms will be defined as the “Term”. In addition, each Party may terminate this Agreement for convenience and without the need to show cause, by providing the other Party a 90 (ninety) days advance written notice. |
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3 OFFERING
| 3.1 | The Offering shall be provided by Techlott subject to Applicable Legislation and Techlott Policies. The Parties acknowledge that the scope and level of the Offering may be reduced and/or adjusted by Techlott if and to the extent necessary to make such Offering compliant with, and viable under, any Applicable Legislation, and subject to an advance notification provided to SL; any such reduction and/or adjustment shall not be considered as a breach of this Agreement and SL shall not have any claim whatsoever against Techlott on account of such reduction and/or adjustment. |
| 3.2 | Techlott retains sole and absolute discretion to modify, update and/or upgrade the Offering, subject to an advance notification to SL. In addition, Techlott may take down the Offering (i) under urgent circumstances, such as compliance issue or fault, or (ii) where the access and use of the Offering may cause damage to Techlott, SL and/or any third party. Nothing in this Agreement or otherwise will be interpreted as placing any liability on Techlott in connection with such take down, modification, update and/or upgrade. Without derogating from the above, any downtime or suspension shall be notified in advance to SL, and Techlott shall use commercially reasonable efforts to minimize the impact of such downtime or suspension. |
| 3.3 | SL undertakes that the brands used by SL in connection with the Offering shall be materially different from the brands of Techlott and/or its business partners, and/or its Affiliates and/or of its Affiliates’ business partners. |
| 3.4 | Techlott shall use commercially reasonable efforts to have the Offering operate without major errors. However, Techlott does not warrant that the Offering will be free from error or that access to the Offering will be uninterrupted throughout the Term. Techlott does not warrant that the Offering will meet any special requirements of condition, quality, performance, merchantability or fitness for any purpose of SL, or that the Offering will generate particular revenues or profits for SL. |
| 3.5 | The Offering will be provided remotely; any request for in person presence of employees and/or service providers of Techlott is subject to the consent of Techlott. |
| 3.6 | Techlott shall not be required to obtain any certifications, clearances and/or consents in connection with the provision of the Offering, and these (together with any costs involved) shall be the sole liability and responsibility of SL. |
| 3.7 | SL shall provide Techlott, at SL’s cost, the localization of the Platform for the Territory. All localization and translation must be approved by Techlott in writing in advance prior to the making the Platform, available in the Territory. SL will be solely liable, at its cost, to perform the integration of the Platform. |
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4 CONSIDERATION
| 4.1 | SL shall pay Techlott the consideration as calculated according to Schedule 1 (the “Consideration”). Without derogating from the liability of SL to pay the Consideration to Techlott, Techlott shall be entitled to deduct any sums due to it from any payment due from Techlott to SL according to this Agreement. |
| 4.2 | In the event that SL requests any products, services or deliverables in addition to those considered herein, SL shall be obligated to pay for such products, services or deliverables in such amounts as shall be as agreed between the Parties. In addition, SL will reimburse Techlott for all out of pocket expenses, including without limitation, travel and other incidental outlays, which are incurred in the provision of the Offering. Any payment under this Article 4.2, as well as any other payment due to Techlott according to this Agreement, shall be considered as part of the Consideration for the purposes of this Agreement. |
| 4.3 | Without derogating from the provisions of Article 10 of this Agreement, any failure to make any payment due to Techlott in accordance with this Agreement on the date due for such payment shall entitle Techlott to immediately suspend the provision of the Offering to SL and/or the End Users in 21 (twenty one) days from the due date of payment. In addition, any delay in payment shall incur interest in the rate of 0.5% (half a percent) per month from the date in which such payment is due and until the payment is made to Techlott. |
| 4.4 | Under no circumstances is SL authorized to set off any sum or amount from any payment due to Techlott in accordance with this Agreement. |
| 4.5 | Any and all payments due to Techlott (including, but not limited to, the Consideration) shall be made free of any tax, charge or levy (including, but not limited to, VAT and/or GST) imposed on or deducted from such payment, including by way of withholding. If any tax, charge or levy (including, but not limited to, VAT and/or GST) is imposed or withheld on, or deducted from, any payment due to Techlott (including, but not limited to, the Consideration), then SL will pay to Techlott such additional funds so as to provide it with the payments due to it as if no such tax, charge or levy (including, but not limited to, VAT and/or GST) was imposed or withheld on, or deducted from, any payment due to Techlott; such additional payment will be made on the same day in which the initial payment is due. SL shall be solely liable for any tax (including, but not limited to, VAT and/or GST), charge or levy imposed in respect of the receipt of any sum due and payable under this Agreement. |
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5 OBLIGATIONS OF SL
| 5.1 | SL undertakes (i) to be solely responsible for marketing the Website and Platform to potential End Users, with the objective of maximizing the traffic of End Users in the Website and the Revenue generated thereby; (ii) to harness and utilize for such purpose all of its assets, resources and employees, and those of its Affiliates (including, but not limited to, promotion of the Website and Platform in special sections on its Affiliates’ and partners’ stores or websites, microblog marketing, and cross promotion, as well as promote the Website and Platform with platform, channel, phone carriers and/or operators, web stores, web portals, and game shows); (iii) to be solely responsible for all means and methods employed in such marketing and promotional activities as well as in the operation of the Domain Names and the Websites, and shall indemnify and hold harmless (both during the Term and thereafter) Techlott and any of its Affiliates and/or Associated Persons in relation to any claims made against Techlott and/or any of its Affiliates and/or Associated Persons in relation to these activities; (iv) to bear all costs and expenses in connection with all marketing and promotional activities and the operation of the Domain Names and Websites; (v) to ensure that all of its marketing and promotional materials are truthful and not misleading; (vi) to obtain the prior written consent of Techlott for any marketing material used in the promotion of the Website and/or Platform; (vii) to comply with both Applicable Legislation and Techlott Policies, (viii) to do so using SL Brands, which shall be reasonably different from Techlott’s Marks’ look & feel, (ix) to inform Techlott of any instance in which it knows or suspects to be an offence in connection with this Agreement under Applicable Legislation, immediately after becoming aware or suspecting such instance, (x) not to do anything which might reduce, diminish an/or tarnish the good name and reputation of Techlott and/or the Platform, (xi) subject to and in accordance with the instructions of Techlott, to prominently list the name of Techlott on the Website, and (xii) to pay Techlott all sums due to Techlott according to this Agreement. |
| 5.2 | SL shall immediately notify Techlott of any legal action which could have a material adverse effect on the Offering. |
| 5.3 | SL shall be solely responsible for any claims made by any End User. It is the sole responsibility of SL to make any payments to End Users, including, but not limited to, any winnings, and Techlott will not be under any liability to make any payments to any End Users. Without derogating from the provisions of Article 11 of this Agreement, SL will indemnify and hold Techlott harmless, during the Term and thereafter, against all Damages which it may suffer or incur as a result of any claim, proceedings, judgment and/or order made and/or issued against Techlott in connection with anything related to any End User. |
| 5.4 | SL, at its sole cost, shall provide Techlott with on-going guidance, advice, and consultation regarding best practices in connection with maximizing revenue from the Platform and Website, as well as in respect of opportunities to exploit the Platform in the Territory. |
6 COMPLIANCE
| 6.1 | SL shall provide a copy of the Regulatory License to Techlott on the Effective Date, and shall maintain the Regulatory License throughout the Term. |
| 6.2 | If the Regulatory License is suspended or terminated for any reason whatsoever and/or SL ceases to operate and/or manage the lottery and gaming operation in the Territory under the Regulatory License, then SL shall immediately notify Techlott of such occurrence and Techlott shall be entitled to terminate or suspend this Agreement or any part thereof with immediate effect. |
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| 6.3 | Techlott may restrict the availability of the Offering (or any part thereof) to potential and/or existing End Users the Territory if Techlott believes that any legal or regulatory environment (and/or any actual or proposed changes thereto) in the Territory will expose Techlott or any Affiliate or Associated Person of Techlott to the risk of legal, regulatory or economic sanctions should the Offering (or any part thereof) be offered or continue to be offered to potential and/or existing End Users in the Territory. Techlott may further restrict the availability of the Offering (or any part thereof) to potential and/or existing End Users in any territory in which Techlott detects high fraudulent activity or for any other reason. |
| 6.4 | Notwithstanding the above, it is hereby clarified that it is the sole responsibility of SL to ensure that the offering of gambling and/or the Offering in the Territory and/or to any person, is legal under all Applicable Legislation, and Techlott is under no obligation to confirm this; SL acknowledges this and confirms that it is solely responsible to ensure compliance under Applicable Legislation. |
| 6.5 | SL will, upon Techlott’s request, make such reasonable changes to the Website, to ensure compliance with Applicable Legislation. Notwithstanding the foregoing, SL shall be solely responsible for ensuring that the Website is compliant with all Applicable Legislation. |
| 6.6 | No officer, director, employee, consultant or agent of SL or any entity existing within the same group of companies in which SL exist, and no Associated Person of SL, is permitted to register as an End User, without the prior written consent of Techlott; such consent will be granted by Techlott if such registration is required for the purposes of performing tests on behalf of SL, provided that any activity in such account will not be taken into account when calculating the Revenue. |
7 OWNERSHIP AND INTELLECTUAL PROPERTY
| 7.1 | The Parties acknowledge that Techlott, its Affiliates and/or its licensors shall at all times remain the sole owner(s) of all Intellectual Property Rights (whether in existence now or arising at any time in the future) in and to the Offering and any and all deliverables delivered pursuant to this Agreement, including (without limitation) such part of the content on the Website which is provided by Techlott, and the design, technology, and source code to such extent contained in such content. Notwithstanding the foregoing, the Parties acknowledge that SL and/or its Affiliates and/or licensors shall at all times remain the sole owner(s) of all Intellectual Property Rights (whether in existence now or arising at any time in the future) in and to SL Materials, SL Brands, Domain Names, and the Website except for content provided by Techlott. |
| 7.2 | SL hereby grant to Techlott a non-exclusive, royalty-free, world-wide, non-transferable, non-assignable, revocable license during the Term to use SL Materials to such extent and solely for the purpose of Techlott performing its obligations under this Agreement and as otherwise set out herein. |
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| 7.3 | Without prejudice to the generality of Article 7.2, SL hereby grant to Techlott a non-exclusive, royalty-free, worldwide, non-transferable, non-assignable, revocable license during the Term to use and reproduce SL Brands in connection with the Website and the Offering, as well as in connection with the Techlott’s marketing efforts. |
| 7.4 | Techlott hereby grants to SL a revocable, non-exclusive, non-transferable, non-transferable, non-assignable, non-licensable, non-sub-licensable license during the Term to (a) market the Offering via the Website, subject to the marketing restrictions contained herein, and (b) use the Techlott Marks solely for the purposes of marketing and promoting the Website and/or for fulfilling SL’s obligations under this Agreement, and at all times in accordance with any and all Applicable Legislation and Techlott Policies. |
| 7.5 | SL shall not modify, decompile, reverse engineer, disassemble, reduce to human readable format or alter the Offering, or any component thereof, or change its characteristics in any manner, or attempt, or allow or enable another, to perform any of these actions in any way or manner (the “Prohibited Activities”). Any attempt to perform any of the Prohibited Activities shall entitle Techlott to terminate this Agreement with immediate effect. |
| 7.6 | SL shall not use any Intellectual Property Rights of Techlott and/or its Affiliates and/or its licensors not in accordance with the provisions of this Agreement; without derogating from the above, SL will not use any Intellectual Property Rights of Techlott and/or its Affiliates and/or its licensors in a manner which may have an adverse effect on the value or goodwill of the Intellectual Property Rights of Techlott and/or its Affiliates and/or its licensors. |
| 7.7 | Throughout the Term and thereafter, SL shall be the sole owner of all customer data relating to the End Users (including, but not limited to, End User database and End User transactional data), and Techlott may use such information solely for the purpose of fulfilling its obligations under this Agreement. For the avoidance of doubt, upon termination of this Agreement SL shall have continued access to such data and any reports relating to such data. |
8 CONFIDENTIAL INFORMATION
| 8.1 | Each Party shall keep confidential and shall not disclose to any third party, other than to its agents and representatives (provided that they are bound by a confidentiality undertaking which is not less restrictive than the provisions of this Agreement), any and all proprietary information or confidential information disclosed to it by another Party prior to, on, or after the Effective Date, and/or relating to the business, processes, practices, products, End Users, accounts, finance or contractual arrangements or trade secrets of another Party and any information concerning the Offering or the substance of any report, recommendations, advice, test disclosed in relation to the Offering, as well as the terms of this Agreement (“Confidential Information”), and shall use such Confidential Information solely for the performance of its obligations under this Agreement; provided, however, that Techlott may disclose Confidential Information to a third party required for the provision of the Offering in accordance with this Agreement. For the avoidance of doubt, proprietary information or confidential information concerning the Offering or the substance of any report, recommendations, advice, test disclosed in relation to the Offering, is Confidential Information of Techlott and/or its licensors, and Techlott and/or its licensors are under no obligation of confidentiality in respect of such information. |
| 8.2 | Each Party shall use the Confidential Information of another Party solely for the purpose of this Agreement and shall not use such Confidential Information in a manner which is detrimental to another Party. |
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| 8.3 | If any Party becomes aware of any breach of confidence in relation to any Confidential Information by any of its employees, agents, or sub-contractors it shall promptly notify the Party which owns such Confidential Information and give that Party all reasonable assistance in connection with any proceedings, which the other may initiate against any such persons. |
| 8.4 | The obligations in this Article 8 shall not apply to information that is in the public domain or which becomes part of the public domain through no fault of the receiving Party, to information already known to the receiving Party prior to disclosure of Confidential Information to it, and to any information that is required to be disclosed by law (solely in connection with such disclosure). Either Party may disclose Confidential Information that has been approved in advance in writing by the applicable Party for disclosure. |
| 8.5 | No press release in respect of the execution of this Agreement or any matters arising therefrom may be released by either Party in respect of this Agreement without the express written approval of the other Parties, save that each shall be entitled to make reasonable references to the other Parties and to the provision of the Offering in its own corporate and marketing literature in connection with the promotion of that Party’s business. Notwithstanding the foregoing, nothing in this Article 8.5 shall prohibit Techlott or any Affiliate of Techlott from making any disclosure as required by Applicable Legislation. |
9 REPRESENTATIONS AND WARRANTIES
| 9.1 | Each of Techlott and SL represents, warrants and undertakes that: |
| (a) | it has the full right, power, legal capacity and authority to perform its obligations under this Agreement; |
| (b) | the entering by it into this Agreement and the performance thereof, will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party; |
| (c) | there is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or to enter into or perform its obligations under this Agreement, or which adversely affect its financial condition or operations; and |
| (d) | it shall comply with all Applicable Legislation. |
| 9.2 | Techlott undertakes, represents and warrants that it will provide the Offering with reasonable skill, care and diligence and in accordance with the provisions of this Agreement. |
| 9.3 | SL undertakes, represents and warrants that: |
| (a) | it will undertake its obligations pursuant to this Agreement with all reasonable skill, care and diligence, at all times remaining subject to the policies of practice set out by Techlott; |
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| (b) | it shall obtain and maintain all regulatory approvals, licences, permits and consents as SL is required for the purposes of this Agreement (including, but not limited to, the Regulatory License) under all Applicable Legislation; |
| (c) | it shall maintain the registrations of the Domain Name throughout the Term; |
| (d) | it will not amend or add to (or remove) the Domain Name without Techlott’s prior written approval; and |
| (e) | it is the holder of the relevant Intellectual Property Rights in SL Brands and that Techlott’s use of SL Brands shall not breach any third party’s Intellectual Property Rights. In relation to the foregoing, and without derogating from the provisions of Articles 7 and 11, SL hereby agrees to indemnify and hold harmless Techlott both during the Term and thereafter in relation to any claims, losses or damages made or raised against Techlott in relation to the use of SL Brands by Techlott. |
10 TERMINATION & SUSPENSION
| 10.1 | In addition to any other right of termination according to this Agreement, either Party shall be entitled to terminate this Agreement with immediate effect, by written notice to the other Party, respectively, in the event that the other Party: |
| (a) | is in breach of any of its obligations under this Agreement which either cannot be remedied or, if capable of remedy, has not been remedied within 21 (twenty-one) days of written notice from the non-breaching Party informing the breaching Party of such breach and of its intention to terminate the Agreement in case such breach is not remedied; |
| (b) | passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect or becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets or ceases, or threatens to cease, to carry on business or suffers an analogous event anywhere in the world; or |
| (c) | becomes the subject of a third-party litigation or enforcement proceeding, or is otherwise threatened by such litigation or proceeding, which is likely to have a material adverse effect on its ability to perform its obligations hereunder. |
| 10.2 | In addition to any other right of termination according to this Agreement, Techlott shall be entitled to terminate this Agreement with immediate effect, by written notice to SL, in the event that: |
| (a) | Techlott, any of its Affiliates, Associated Persons and/or licensors, is being ordered or required by any authority to terminate its relationship with SL; |
| (b) | SL is carrying out any activity which Techlott believes puts it, any of its Affiliates, Associated Persons and/or licensors at risk in respect of its relationship with any authority; including, but not limited to, where the Regulatory License is suspended, revoked, terminated and/or suffers a similar outcome; |
| (c) | in Techlott’s opinion, SL acted in a manner which is inconsistent with Applicable Legislation. |
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| 10.3 | Upon notice of termination of this Agreement or expiration of the Term: |
| (a) | Techlott shall immediately cease to provide the Offering to SL, and any license and/or right granted to SL in accordance with this Agreement shall immediately terminate; |
| (b) | each Party shall immediately cease using any Confidential Information of the other Parties and shall return to the other Parties all such Confidential Information and all copies thereof belonging to or disclosed to it by the other Parties or, upon the other Party’s written request, destroy such Confidential Information and provide the other Party with a written confirmation of such destruction; |
| (c) | each Party shall immediately cease using the Intellectual Property Rights and other material provided by the other Parties; |
| (d) | each Party shall return to the other Parties any and all of such other Parties’ materials to which such other Party has a proprietary right and that are in its possession and/or in the possession of its Affiliates and/or Associated Persons; |
| (e) | SL shall promptly pay Techlott any sum due to Techlott according to this Agreement; and |
| (f) | subject to the payment of all Consideration due to Techlott under this Agreement, Techlott shall support a transition period of up to 90 (ninety) days. |
| 10.4 | Without derogating from any other right of Techlott, immediately upon any breach of this Agreement by SL, and/or upon the occurrence of any other event which authorizes Techlott to terminate this Agreement, Techlott may suspend this Agreement or any part thereof with immediate effect. Nothing in the suspension of this Agreement shall relieve SL from the obligation to pay any sum due to Techlott in accordance with this Agreement. |
| 10.5 | Any Article which by the nature of its language is intended to survive the termination or expiration of this Agreement, including, but not limited to, Articles 2.1, 4, 5.1, 5.3, 7, 8, 9.3(e), 10.3, 10.5, 10.6, 11, and 13, shall accordingly survive such termination. Expiry or termination of this Agreement shall not affect or prejudice the accrued rights of the Parties as of the expiry or termination of this Agreement. |
11 LIMITATION OF LIABILITY; INDEMNIFICATION
| 11.1 | Notwithstanding anything to the contrary in this Agreement, but subject to the provisions of Article 11.2, each Party’s total and aggregate liability toward the other Parties, whether in an action based on contract, tort, warranty or any other legal theory, shall not exceed USD 40,000 (forty thousand US Dollars), except for any sum due to Techlott in accordance with this Agreement and except any breach by SL of Applicable Legislation and/or of Articles 7 or 8. In no event will either Party be liable toward the other Parties for any special, indirect, incidental, punitive or consequential damages, including damages for loss of profits, business, revenue, economic advantage, data, equipment or network downtime. |
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| 11.2 | THE OFFERING IS PROVIDED AND LICENSED “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT AND/OR SUITABILITY. WITHOUT LIMITING THE FOREGOING, TECHLOTT DOES NOT WARRANT THAT THE OFFERING WILL MEET SL’S REQUIREMENTS OR THAT THE OFFERING WILL BE FREE FROM DEFECTS, ERRORS OR BUGS, OR THAT THE OFFERING WILL FUNCTION WITHOUT INTERRUPTION. FURTHERMORE, TECHLOTT SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED AS A RESULT OF ANY ERROR, BUG, MISTAKE, MALFUNCTION, DEFECT OR OTHERWISE IN CONNECTION WITH THE OFFERING. IN PARTICULAR, NO WARRANTY IS GIVEN AND NO LIABILITY SHALL BE ACCEPTED BY TECHLOTT FOR ANY DOWNTIME OR FOR ANY LOSS OR NON-AVAILABILITY OF DATA. |
| 11.3 | Subject to the limitation of liability set forth in Articles 11.1 and 11.2, each Party will compensate, indemnify and hold the other Parties harmless against all liabilities, obligations, losses, damages, injuries, penalties, claims, suits, costs, actions, expenses and disbursements (actual or contingent) (“Damages”) which it may suffer or incur as a result of any breach, act or omission by the first Party (directly and/or by any of its Affiliates or Associated Persons) of its obligations and/or warranties under this Agreement. |
| 11.4 | Whenever a Party (“Indemnifying Party”) has an obligation to indemnify another Party (“Indemnified Party”) under this Agreement, that obligation is limited to the extent that the Indemnified Party complies with the following obligations: |
| (a) | promptly notifies the Indemnifying Party of any claim or allegation that could give rise to the indemnity; |
| (b) | makes no admissions in relation to such claim or allegation without the Indemnifying Party’s consent; |
| (c) | takes reasonable action (including assisting the Indemnifying Party) at the cost of the Indemnifying Party to mitigate the effect or quantum of such claim or allegation; and |
| (d) | permits the Indemnifying Party, at its sole discretion, to handle such claim or allegation and make all decisions in any subsequent proceedings and conduct negotiations for agreement or settlement, provided however that the Indemnifying Party does not do or say anything that may prejudice or harm the Indemnified Party in any way. |
| 11.5 | Nothing in this Agreement shall be construed in any way as reducing or affecting a Party’s general duty to reasonably mitigate its damages or losses. |
| 12 |
12 FORCE MAJEURE
| 12.1 | If a Party is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure, that Party shall: |
| (a) | promptly serve notice in writing on the other Parties specifying the nature and extent of the circumstances giving rise to Force Majeure and the measures it is taking to remedy and/or mitigate the effects; |
| (b) | use all reasonable endeavours without being obligated to incur any expenditure to mitigate the effects of Force Majeure and/or bring the Force Majeure event to a close, or to find a solution by which the Agreement may be performed despite the continuation of the Force Majeure event; |
| (c) | have no liability (save for the service of notice pursuant to the provisions of this Article 12.1) in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events; and |
| (d) | upon cessation of the Force Majeure event, use its reasonable endeavours to recommence its affected operations in order for it to perform its obligations. |
| 12.2 | For the purposes of this Agreement “Force Majeure” means any cause beyond the reasonable control of the applicable Party including, without limitation, any of the following: |
| (a) | act of God; |
| (b) | war, insurrection, riot, civil disturbance, acts or attempted acts of terrorism; |
| (c) | fire, explosion, flood, storm, pandemic; |
| (d) | theft or malicious damage; |
| (e) | strike, lock-out, or other industrial dispute (whether involving the workforce of the Party so prevented or any other party), third party injunction; |
| (f) | national defence requirements, acts or regulations of national or local governments (including, without limitation, legislation or other regulation restricting, preventing or otherwise prohibiting the provision or availability of internet-based gaming); |
| (g) | public power shortages, malfunctions or failures in public telecommunication or IT services, or breakdown of other public infrastructures; or |
| (h) | inability to obtain essential power, raw materials, labour, malfunction of machinery or apparatus. |
| 12.3 | If the Force Majeure continues for 30 (thirty) days, the Party not affected by the Force Majure may terminate this Agreement with immediate effect. |
| 13 |
13 GENERAL
| 13.1 | Each Party shall not be entitled to assign this Agreement and/or any rights, duties and obligations according to this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld. For the purpose of this Article 13.1, any change of Control shall be considered an assignment of this Agreement. Failure of a Party to obtain the other Party’s consent in accordance with the provisions of this Article 13.1, will entitle the other Party to terminate this Agreement with immediate effect. |
| 13.2 | This Agreement is the complete and entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understanding between the Parties and each Party acknowledges that it has not relied upon any representation from the other Parties which is not contained in this Agreement in entering into this Agreement. |
| 13.3 | No modification or waiver of this Agreement shall bind a Party unless it is in writing and is signed and accepted by an authorised representative of each Party. |
| 13.4 | Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect, and the Parties shall replace such illegal or unenforceable provision with a provision which is legal and enforceable and which will reflect to the greatest extent possible the intention of the Parties hereunder. |
| 13.5 | The failure of any Party at any time in enforcing any right or remedy under this Agreement shall not be construed as a waiver of any future or other exercise of such right or remedy. |
| 13.6 | Any notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand, by email or sent by recorded delivery to the other Party at the address noted in the preamble to this Agreement, to the below email address or such other address as notified to the other Party in accordance with this Article 13.6. Any notice or other documents shall be deemed to have been received by the addressee 7 (seven) days following the date of dispatch if the notice or other document is sent by registered post, or in the following day after the day in which the notice is received by personal delivery or sent via email. |
Techlott:
SL: hossain@sunulotto.com
| 13.7 | This Agreement is not intended by the Parties to create rights or benefits in favour of any person or entity not party to this Agreement or make any rights or benefits enforceable by, or on behalf of such parties, unless explicitly stated otherwise in this Agreement. All laws providing to the contrary in any country are hereby excluded to the extent permitted. |
| 13.8 | This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. |
| 13.9 | This Agreement shall be subject to the laws of Cyprus (without giving effect to its conflict of laws’ rules and provisions), and to the jurisdiction of the courts of Cyprus which jurisdiction shall be exclusive other than in respect of the enforcement of a decision, order and/or judgment issued by such courts, in which case their authority shall be non-exclusive. |
| 14 |
IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date.
| TECHLOTT INC. | ||
| By: | /s/ Yakir Abadi | |
| Name: | Yakir Abadi | |
| Title: | CEO | |
| SUNLOTTO LIMITED | ||
| By: | /s/ Hussain Nasher | |
| Name: | Hussain Nasher | |
| Title: | CEO | |
| 15 |
SCHEDULE 1 – CONSIDERATION & TERMS OF PAYMENT
1. Definitions
For the purposes of this Agreement:
“Revenue” means the total amount of bets and purchases made by End Users using the Platform during the Term, including – but not limited to – with virtual money, bonuses, gifts and/or any other promotions; regardless of whether such sums were actually received by SL.
All taxes imposed on revenue, turnover, Revenue or any other sum generated from the Offering are the sole liability of SL.
2. Consideration
Techlott shall be entitled to the following as Consideration:
| Monthly Revenue (USD) | Techlott revenue share (in respect of that Revenue bracket) | |
| 0 – 1,000,000 | [***] | |
| 1,000,001 – 3,000,000 | [***] | |
| 3,000,001 – 6,000,000 | [***] | |
| 6,000,001- | [***] |
Provided, however, that SL shall be entitled to deduct from the monthly Revenue, in each of the ten months from the sixth month from the Launch Date, a sum of USD [***].
Commencing on August 15 2026, the minimum payment according to this Section 2 shall be USD [***] per month.
3. Invoicing & Payment Terms
| 3.1. | Within 10 (ten) days from the end of each calendar month, SL shall provide to Techlott a report detailing the Revenue in that month, as well as the Consideration due to Techlott for that month, and their manner of calculation (the “Report”). |
| 3.2. | Techlott shall review the Report and, subject to any reservations it has in respect of the Report, it shall issue an invoice to SL, and SL shall settle it within 7 (seven) days. All payments shall be made in US Dollars. |
| 3.3. | Techlott may dispute the Report (prior to or after the issuing of an invoice applicable to that Report), in which case the Parties shall attempt to settle such dispute. For the avoidance of doubt, any dispute in respect of an invoice shall not entitle SL to withhold, set-off and/or make partial payment in respect of any sum due under the invoice. |
| 3.4. | Techlott will have the right to gain access to SL’s place of business to inspect and audit SL’s records relating to this Agreement, to make and take out copies of such records and audit such records. Techlott will be allowed to use this right during the Term and in the 2 (two) years thereafter. If the abovementioned audit reveals underpayment of 5% (five percent) or more of Consideration to Techlott, then the costs of the audit will be paid by SL (otherwise the costs of the audit will be paid by Techlott). Any underpayment discovered will be paid to Techlott within 10 (ten) days after such discovery. |
| 16 |
SCHEDULE 2 – SERVICES
The Services include the following services:
Prior to Launch Date
| (i) | Implementation of the system in compliance with Applicable Legislation in the Territory |
| (ii) | Customization of the Offering; |
| (iii) | Installing information security protocols; |
| (iv) | Acceptance testing; |
| (v) | Utilization payment; |
| (vi) | Staff training and on line support; |
| (vii) | Commission management protocols that can identify commissions and payments to third parties. |
Commencing on Launch Date
| (viii) | Hosting of the Platform infrastructure |
| (ix) | DevOps services, including server management, backups, and general security maintenance |
| (x) | Bug fixing and issue resolution related to the existing system functionality |
| (xi) | Periodic system updates and maintenance releases |
| (xii) | Minor adjustments or configuration changes to the system |
| (xiii) | General system monitoring and performance checks |
| (xiv) | Technical support during business hours, subject to availability |
| (xv) | Code-level support related to the existing application codebase |
| 17 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yakir Abadi, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Techlott, 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 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 and I have disclosed, based on our 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 14, 2026 | |
| By: | /s/ Yakir Abadi | |
| Yakir Abadi | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ron Mekler, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Techlott, 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 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 and I have disclosed, based on our 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 14, 2026 | |
| By: | /s/ Ron Mekler | |
| Ron Mekler | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Principal Executive Officer of Techlott, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | August 14, 2026 | |
| By: | /s/ Yakir Abadi | |
| Yakir Abadi | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
This certification accompanies and is being “furnished” with this Report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Principal Financial and Accounting Officer of Techlott, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | August 14, 2026 | |
| By: | /s/ Ron Mekler | |
| Ron Mekler | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
This certification accompanies and is being “furnished” with this Report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.