UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2025

Lottery.com Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-38508	No. 81-1996183
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

5049 Edwards Ranch Rd, 4th Floor
Fort Worth, Texas		76109
(Address of Principal Executive Offices)		(Zip Code)

(737) 309-4500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LTRY	The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $230.00	LTRYW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Acquisition of Spektrum, Ltd.

On March 6, 2025, Lottery.com Inc. (“Lottery.com” or the “Company”) finalized the agreement with PlusEVO Ltd. (the “Seller” or “PlusEVO”) for the acquisition of its wholly owned Spektrum Ltd. (the “Stock Purchase and Sale Agreement”). Attached hereto as Exhibit 10.1, the Company issued a press release stating that it had entered into a Stock Purchase Agreement to support the Company’s expansion into the international lottery market. The acquisition is now scheduled to close on or before March 13, 2025.

Pursuant to the Stock Purchase and Sale Agreement, the Purchase Price is the total equivalent of One Million Five Hundred Thousand Dollars USD ($1,500,000.00) in restricted stock units of common shares in the Company. (the “Payment-In-Kind”) fixed at Three Dollars USD ($3.00) per share (the “Fixed Price”). Purchase Price is to be paid out in five payments on the following schedule:

(a)

First Payment: Three Hundred Thousand Dollars ($300,000.00) in restricted stock units of the Company, (100,000 shares, the “First Payment”) issued on the thirty first business day following the closing of the transaction. (the “Completion Date” and the “First Issuance Date”). The restricted stock units of common shares of the Company underlying the First Payment shall fully vest immediately and shall be restricted for six months from the Completion Date. The First Payment shall include full piggyback registration rights for the shareholders of the Seller;

(b)

Second Payment: Three Hundred Thousand Dollars ($300,000.00) in restricted stock units of common shares of the Company (100,000 shares, the “Second Payment”) on the thirty-first (31st) day following the expiration of ninety (90) days after the Completion Date (the “Second Issuance Date”). These restricted stock units of common shares shall fully vest on the Second Issuance Date, and shall be restricted for a period of twelve (12) months immediately following the Completion Date;

(c)

Third Payment: Three Hundred Thousand Dollars ($300,000.00) in restricted stock units of common shares of the Company (100,000 shares, the “Third Payment”) on the thirty-first (31st) day following the expiration of one hundred eighty (180) days after the Completion Date (the “Third Issuance Date”). These restricted stock units of common shares shall fully vest on the Third Issuance Date, and shall be restricted for a period of eighteen (18) months immediately following the Completion Date;

(d)

Fourth Payment: Three Hundred Thousand Dollars ($300,000.00) in restricted stock units of common shares of the Company (100,000 shares, the “Fourth Issuance”) on the thirty-first (31st) day following the expiration of two hundred seventy (270) days after the Completion Date (the “Fourth Issuance Date”). These restricted stock units of common shares shall fully vest on the Fourth Issuance Date and shall be restricted for a period of twenty-four (24) months immediately following the Completion Date; and

(e)

Fifth and Final Payment: Three Hundred Thousand Dollars ($300,000.00) in restricted stock units of common shares of the Company (100,000 shares, the “Fifth and Final Payment”) on the thirty-first (31st) day following the expiration of three hundred sixty-five days (365) days after the Completion Date (the “Fifth and Final Issuance Date”). These restricted stock units of common shares shall fully vest on the Fifth and Final Issuance Date and shall be restricted for a period of thirty (30) months immediately following the Completion Date.

In the event that the closing price of the restricted stock units of common shares of the Company to be issued to the shareholders of the Seller is lower than the Fixed Purchase Price on the six (6) month anniversary of any issuance date of said shares (collectively the “Anniversary Issuance Price”), then the Fixed Purchase Price shall be adjusted downward to the volume-weighted average price (“VWAP”) of the common stock for the five (5) consecutive trading days immediately preceding the six (6) month anniversary date of said issuance date. Accordingly, the Company shall be obligated to tender to the shareholders of the Seller, additional restricted stock units of common shares of the Company to make up the difference between the Fixed Purchase Price and the Anniversary Issuance Price at Three Dollars USD ($3.00).

The foregoing description of the Share Purchase and Sale Agreement is not complete and will be qualified in its entirety by the full text of the Share Purchase and Sale Agreement, which will be filed as an Exhibit to the Company’s Form 10-K for the Period Ended December 31, 2024.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Press Release Dated March 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lottery.com Inc.

	By:	/s/ Matthew McGahan
	Name:	Matthew McGahan
	Title:	Chief Executive Officer

March 11, 2025

Exhibit 10.1

	FOR OFFICIAL RELEASE
	5049 Edwards Ranch Rd, 4^th Floor
	Fort Worth, TX 76109

LOTTERY.COM INC ENTERS INTO STOCK PURCHASE AGREEMENT WITH PLUSEVO LTD.

NEW TECHNOLOGY PLATFORM TO SUPPORT GLOBAL LOTTERY EXPANSION

Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports entertainment, announces that it entered into a Stock Purchase Agreement with PlusEVO Ltd. to acquire its wholly-owned subsidiary, Spektrum Ltd in an all-stock transaction valued at $1.5 million (the “SPA”). In consideration of the acquisition, PlusEVO will receive 500,000 shares of the Company’s restricted common stock over the course of 30-months valued at $3 per share. Completion of the acquisition provides the Company with ownership of the technology platform being used to support its international market entry and rapid revenue growth expansion plans.

Lottery.com’s acquisition of technology tailored specifically for international territories allows it to align and mirror that of many of the European, African and Asia lottery competitors by brining additional game play outside of standard lottery directly to the consumer driving greater end user engagement.

This acquisition is part of the Company’s previously announced plans to launch and generate revenue from international operations by March 31, 2025. Owning its proprietary technology stack allows Lottery.com to maximize operational efficiencies, enhance margins, and drive long-term value creation which reinforces the Company’s commitment to profitable global growth and near-term revenue generation.

Matthew McGahan, Chairman and CEO of Lottery.com, commented:

“It’s a great start to the year to be able to have the technology needed to launch Lottery.com both domestically and internationally. This acquisition brings value everywhere for us, from new market entry, additional revenue lines, increased value from owning more of our own technology to service consumers and of course, delivering more value back to the company’s shareholders. We are very excited to see this evolution of the group unfold from a global expansion perspective but also driving the groups share price by virtue of delivering additional revenue through more global markets.”

-ends-

For more information, please visit www.lottery.com or contact our media relations team at [email protected].

Important Notice Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, revenue guidance, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Lottery.com disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Lottery.com cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Lottery.com. In addition, Lottery.com cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Lottery.com; (ii) Lottery.com’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and Lottery.com’s accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to Lottery.com’s dependence on its intellectual property and the risk that Lottery.com’s technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic and its effect directly on Lottery.com and the economy generally; (vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that Lottery.com may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com with the SEC under the heading “Risk Factors” and the other documents filed, or to be filed, by Lottery.com with the SEC. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Lottery.com has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov.