UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Interim Chief Financial Officer Resignation
On October 9, 2022, Harry Dhaliwal, the Interim Chief Financial Officer and principal financial officer of Lottery.com Inc. (the “Company”) provided a notice of resignation as Interim Chief Financial Officer, with immediate effect. Mr. Dhaliwal served as the Company’s Interim Chief Financial Officer since July 2022.
Appointment of New Interim Chief Financial Officer
On October 14, 2022, the Board of Directors of the Company (the “Board”) appointed Edward K. Moffly as the Company’s Interim Chief Financial Officer and principal financial officer, effective October 17, 2022.
Mr. Moffly, age 68, has served as Founder and Managing Director of Moveo (dba drvn) Technologies Corporation, a transportation network company that provides passenger ground transportation logistics technology and services, since October 2018. Prior to Moveo, Mr. Moffly served as Founder and Interim Chief Financial Officer of Hygea Health Holdings, Inc., a primary care physician’s network and independent practitioner association, focused on Medicare Advantage and preventative medicine, since January 2013. Prior to his time at Hygea Health Holdings, he served as Founder and Chief Operating Officer of Denarii Systems, LLC, which built a mobile-focused issuing and acquiring processor for credit card companies, since January 2007. Mr. Moffly earned a Bachelor’s Degree in Chinese Studies from Columbia University and a Master’s Degree in Business Administration from the University of Chicago.
The Company and Mr. Moffly verbally entered into a compensation arrangement (the “Agreement”) on October 16, 2022, pursuant to which the Company will compensate Mr. Moffly $1,000 per day worked for the Company. Any additional terms of the Agreement remain subject to negotiation and finalization.
Mr. Moffly does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Forward Looking Statements
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 Securities and Exchange Commission (“SEC”) reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on April 1, 2022, 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.
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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/ Sohail S. Quraeshi | |
| Name: | Sohail S. Quraeshi | |
| Title: | Interim Chief Executive Officer | |
Date: October 18, 2022
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