UCIL Option to Purchase Sports.com Removed by Board
AUSTIN, Texas, Aug. 08, 2023 (GLOBE NEWSWIRE) -- Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) ("Lottery.com" or the "Company") announces the successful conclusion of its 2023 Annual Meeting of Stockholders (the “Meeting”), held in a virtual-only format. The Meeting yielded significant positive outcomes, instilling confidence in the Company's trajectory among investors and stakeholders with shareholders embracing the reverse stock split and showing overwhelming support for the Company's vision.
After the Meeting, the Company’s Board of Directors (the “Board”) approved a final ratio of 20-for-1 for the reverse stock split (the “Split”), which was within the parameters approved by the shareholders. The Split will become effective at 5:01 p.m. Eastern Time of August 9, 2023. The Company's common stock will begin trading on a reverse-split adjusted basis at the market open on August 10, 2023, under the Company's existing trading symbol "LTRY."
The Split reduces the number of shares of the Company's outstanding common stock from approximately 50.1 million shares to approximately 2.5 million shares, subject to adjustment due to the payment of cash in lieu of fractional shares. As a result of the Split, proportionate adjustments will be made to the number of shares of the Company's common stock underlying the Company's outstanding equity awards, warrants and convertible notes and the number of shares issuable under the Company's equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable. There will be no change to the number of authorized shares.
The preliminary vote tally from the Meeting each of the issues on the ballot are as follows:
- 99.2% of votes cast to support the election of Kounoupias as a Class II Director;
- 98.6% of votes cast to ratify the appointment of Yusufali & Associates, LLC; and
- 87.5% of votes cast to support the proposed reverse stock split.
As a result, shareholders have indicated that they support the election of Nick Kounoupias as a Class II Director, bringing valuable expertise and insights to the Board. Additionally, shareholders ratified the appointment of Yusufali & Associates, LLC as the Company's independent registered public accounting firm for the year ending December 31, 2023, ensuring strong financial oversight.
In other business, the Board demonstrated a strong display of unity and alignment by voting to remove the "option to purchase Sports.com" from the agreement with United Capital Investments London, Ltd. ("UCIL"). UCIL did not object and affirmed its commitment to work as true partners with Lottery.com. The Company will sign the amended agreement with UCIL to eliminate the “option to purchase Sports.com” effective from the original date of the agreement. Barney Battles was not able to attend the Board meeting. As previously disclosed to the market and the Board, Matthew McGahan has a direct or indirect interest in UCIL and did not vote on this item.
Expressing his enthusiasm for the Meeting's outcome, Lottery.com Board Chairman and Interim CEO Matthew McGahan stated, "The overwhelming support from our shareholders for the reverse stock split is a very important milestone in the transformation of our Company. With these positive developments, we are poised to attract new opportunities and unlock greater potential for our business. The Board’s decision to remove the “option to purchase Sports.com” from the UCIL agreement has created a significant boost in confidence for the Company, its team, shareholders, and investors, reaffirming UCIL's dedication to generating value for all stakeholders. We are immensely grateful for the trust and confidence our shareholders have placed in us."
He added, “The Company extends its gratitude to all shareholders who participated in the Meeting and contributed to these decisions. Lottery.com remains steadfast in its commitment to delivering innovative solutions, revolutionizing the lottery industry, monetizing the sports.com domain and maximizing value for its shareholders and partners.”
Information for LTRY Stockholders
As a result of the Split, every twenty pre-split shares of common stock outstanding will become one share of common stock. The Company's transfer agent, Continental Stock Transfer and Trust Company, will serve as the exchange agent for the Split. Restricted shares held by shareholders will be adjusted on a book-entry basis.
Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts, that is, in "street name", will have their positions automatically adjusted to reflect the Split, subject to each broker's particular processes, and will not be required to take any action in connection with the Split.
No fractional shares will be issued in connection with the Split. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares.
For more information please contact: firstname.lastname@example.org , or visit: http://www.lottery.com
About Lottery.com, Inc.
Lottery.com, Inc. is a leading technology company that is transforming how, where and when lotteries are played. Its engaging mobile and online platforms enable players and commercial partners located throughout the United States and other countries to remotely purchase safe and legally sanctioned lottery games. Lottery participants look to the Company’s website, Lottery.com, for compelling, real-time results on over 800 lottery games from over 40 countries. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives.
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) the Company’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 its accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to its dependence on its intellectual property and the risk that technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic or other pandemic and their 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 the Company 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, Inc. with the U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and the other documents filed, or to be filed, by the Company 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.