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): February 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

On February 6, 2025, Lottery.com Inc. dba: Sports.com (the “Company) entered into a two-year sponsorship agreement (the “Agreement”) with Soccerex LLC (“Soccerex”). The Agreement designates Sports.com as the title sponsor for Soccerex’s Expositions in 2025 and 2026. The 2025 Expos are scheduled to be held in Miami, Amsterdam, and Cairo. Locations for the 2026 Expos have not been announced. The Agreement also provides the Company with marketing, advertising and consultancy benefits throughout the term.

The terms of the Agreement require the Company to pay Soccerex $300,000. In consideration, Soccerex will receive 150,000 restricted shares of Lottery.com Inc. Common Stock (Nasdaq: LTRY) at a value of $2.00 per share. In the event the shares are valued at less than $300,000 at market closing on February 6, 2026, the Company will have the option to pay the difference in cash or issue additional shares to Soccerex.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Soccerex Sponsorship Agreement Dated February 6, 2025
10.2		Press Release Dated February 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statement

This Current Report on Form 8-K (the “Form 8-K”) contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Form 8-K, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this Form 8-K or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on June 14, 2024, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this Form 8-K materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Form 8-K.

SIGNATURES

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

	Lottery.com Inc.

	By:	/s/ Matthew McGahan
	Name:	Matthew McGahan
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: February 12, 2025

Exhibit 10.1

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

SPORTS.COM ENTERS INTO MULTI-YEAR PARTNERSHIP AGREEMENT WITH SOCCEREX COMPANY EYES THE POTENTIAL FOR UK FOOTBALL CLUB ACQUISITION

Fort Worth, Texas – Sports.com, a global leader in digital sports entertainment and a key brand of Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), announces that it has entered into a multi-year global partnership agreement (the “Agreement”) with Soccerex, the world’s leading soccer (hereinafter referred to as “football”) business event organizer. The Agreement makes Sports.com the title sponsor for six global events including Soccerex 2025 for MENA, Europe and USA to be held in Cairo, Amsterdam and Miami, respectively.

This collaboration will provide the Company with an influential platform to engage with key stakeholders in the football industry, further solidifying Sports.com’s position at the intersection of sports, technology and entertainment. Working with the Soccerex team and its community presents an opportunity to build brand awareness internationally for the Company’s gaming, content and entertainment brands.

For nearly three decades, Soccerex has been bringing together clubs, leagues, federations, investors, sponsors and media and has served as the premier destination for networking and deal-making discussions on the commercial and technological evolution of the sport. Soccerex has partnered with some of the biggest names in the football world, including LALIGA, Serie A and Major League Soccer (MLS). Its events have attracted thousands of attendees and featured high-profile speakers, industry panels and exhibitors. Football icons such as David Beckham, Pelé and Sir Alex Ferguson have shown their support at events, reinforcing Soccerex’s status as the go-to platform for football business leaders.

The partnership agreement between Sports.com and Soccerex comes at an optimal time for Sports.com as it continues down a path towards the potential acquisition of a professional football club. Sports.com has been engaged in discussions to narrow its scope for prospective acquisition targets.

The strategic alliance with Soccerex will see Sports.com play a key role in upcoming Soccerex events, creating new opportunities for collaboration and industry advancement. By joining forces, Sports.com and Soccerex together look to redefine the business of football, unlocking new revenue streams and revolutionising the way fans, brands and clubs connect. With innovation at the forefront, this partnership is set to push the boundaries of football’s digital, technological and commercial landscape.

Marc Bircham, Sports.com Director and Head of Football Acquisitions, is spearheading the partnership with Soccerex. A former player and coach in English football with Queens Park Rangers FC, Bircham is known as a QPR legend. Bircham brings more than 25 years of experience in professional football and has been instrumental in crafting a strategy that aligns with Sports.com’s broader goals of global expansion, community engagement and innovative sports entertainment.

Marc Bircham, Sports.com Director and Head of Football Acquisitions, commented:

“We are excited to be working so closely with what is arguably the leading football expo in the world, Soccerex. This partnership aligns perfectly with our goal of making Sports.com a leading brand in the global football market. By leveraging our deep industry relationships and expertise, we aim to create a powerful synergy between sports, technology and entertainment. By joining forces, Soccerex and Sports.com are redefining the business of football, unlocking new revenue streams and revolutionizing the way fans, brands and clubs connect. With innovation at the forefront, this partnership is set to push the boundaries of football’s digital and commercial landscape.”

Patrick McCreanor, Soccerex CEO also emphasized the importance of the partnership in driving growth and innovation within the global football ecosystem with a shared vison for innovation. He added:

“We’re looking forward to a long and successful partnership with Sports.com. Together, we will help structure their plans to execute their multi-club ownership program in world football. The partnership with Sports.com reinforces Soccerex’s mission to drive innovation and growth in global football. This strategic alliance will see Sports.com play a key role in our upcoming events, creating new opportunities for collaboration and industry advancement.”

Matthew McGahan, Chairman of Lottery.com, commented:

“The Soccerex partnership and its long-term benefits are a direct result of Lottery.com’s turnaround efforts and continued strengthening of its financial position due to fund raising efforts under our effective S-1. Beyond its role as title sponsor, Sports.com has actively pursued strategic initiatives within the football industry, including a potential acquisition of a UK football club. The partnership with Soccerex represents a significant milestone in Sports.com’s long-term vision to deepen its involvement in the global sports market. We will continue to expand our footprint through strategic acquisitions and sponsorships and are very excited about the potential to shape the future of sports entertainment through technology, innovation and community engagement.”

-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”) 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.