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): June 5, 2025

Lottery.com Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

5049 Edwards Rd., 4^th 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 8.01. Other Events.

Sponsorship of Louis Foster for 2025 NTT INDYCAR series

On June 5, 2025, Sports.com and Lottery.com Inc. (collectively the “Company” or “Lottery.com”) entered into a Letter of Commitment (the “LOC”) with Louis Foster (“Foster”). The LOC is for for nine (9) races in the 2025 IndyCar Series and includes: Sports.com crash helmet branding, Sports.com logo on the front wing end plate of Foster’s car, media rights for promotional use and social media activations nine (9) tagged posts). In consideration of the LOC, the Company shall pay sixty two thousand five hundred U.S. dollars ($62,500) in cash paid out in equal instalments in June, July and August 2025 and sixty two thousand five hundred five hundred U.S. dollars ($62,500) in Company restricted common stock valued at market rate at closing on June 3, 2025 ($1.54).

The above-described LOC will be qualified in its entirety by the documents that will be filed and attached as exhibits to the Company’s Form 10-Q for the second quarter.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Press Release Dated June 5, 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

June 6, 2025

Exhibit 10.1

Logo

Description automatically generated

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

LOTTERY.COM AND SPORTS.COM BOOST BRAND VISIBILITY
THROUGH STRATEGIC EXPANSION IN INDYCAR

Extended Partnership with Louis Foster Secures Branding and Marketing
Through the End of the 2025 NTT INDYCAR Series

Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery, sports and entertainment, is proud to announce the extension of its sponsorship with British motorsport professional Louis Foster. This agreement reinforces Lottery.com’s strategic commitment to increasing global brand exposure and shareholder value via premier motorsport partnerships.

Under the terms of the extended agreement, the Sports.com logo will be displayed on Foster’s helmet and the front wing endplates of the Rahal Letterman Lanigan (RLL) Racing #45 IndyCar for the remainder of the 2025 season. The sponsorship covers all nine remaining races, including circuits such as Road America, Mid-Ohio and the Milwaukee Mile. Additionally, Foster will engage in a social media activation campaign across Instagram, X, and TikTok.

Matthew McGahan, CEO and President of Lottery.com and Sports.com, commented:

“We are thrilled to extend our partnership with Louis Foster, a standout talent in IndyCar racing. Partnering with Rahal Letterman Lanigan Racing — a team synonymous with excellence — provides unparalleled visibility and brand recognition. This move is pivotal to Lottery.com and Sports.com’s broader strategy to cement our presence in American motorsports, enhance global brand awareness and deliver significant value to our shareholders.”

This agreement furthers Lottery.com’s strategic goal to become a consistent and visible force in IndyCar and major international sporting events. The combination of helmet branding and prominent front-wing placement provides brand exposure across broadcast, digital and live audiences — reinforcing the Company’s marketing and worldwide brand recognition initiative.

About Lottery.com

The Lottery.com Inc. (NASDAQ: LTRY, LTRYW) family of brands — including Sports.com, Tinbu and WinTogether, comprise a unified ecosystem that integrates gaming, entertainment, and sports. Follow the Company on X, Instagram and Facebook.

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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, 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 press release, 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 press release 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 press release 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 press release 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 press release.