0001673481 false 0001673481 2023-09-28 2023-09-28 0001673481 LTRY:CommonStockParValue0.001PerShareMember 2023-09-28 2023-09-28 0001673481 LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member 2023-09-28 2023-09-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, DC 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 28, 2023



(Exact name of registrant as specified in its charter)


Delaware   001-38508   81-1996183

(State of




File Number)


(IRS Employer

ID No.)


20808 State Hwy 71W, Unit B

Spicewood, Texas 78669

(Address of Principal Executive Offices)


(512) 592-2451

(Registrant’s Telephone Number including Area Code)





(Former name or address, if changed since last report)


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


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:


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))


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.






Section 1 - Registrant’s Business and Operations


Item 1.01 Entry into a Material Definitive Agreement.


Definitive Agreement with Nook Holdings Limited.


Lottery.com Inc. (the “Company” or the “Registrant”) entered into a Stock Purchase Agreement (the “Agreement”) effective September 28, 2023, with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”).


Nook with its existing operations in Dubai, UAE is designed to support professionals in the sports, fitness, and wellness industry. With its exclusive partnership with Dubai’s DMCC Free Zone, Nook offers a wide range of services, including business setup support, insurance, VAT registration, and networking opportunities for like-minded sports entrepreneurs.


The total purchase price for the acquisition of Nook is 8.5 million United Arab Emirates’ Dirham (“AED”), which is approximately $2.314 million USD (the “Purchase Price”) based on a conversion price of 3.6725 AED to 1 USD, as of Friday, September 29, 2023.


The Company is expected to assume control of Nook upon making its first payment towards the Purchase Price, which is currently scheduled for October 31, 2023. The completion of the acquisition is expected to take place on or before November 30, 2024.


At any time, after taking control of Nook, the Registrant at its sole discretion, shall have the right to assign the Agreement, including any of its rights or obligations, in whole or in part, to any affiliated entities or third parties it deems necessary in the performance of the Agreement or in the operations of Nook.


A copy of the complete Agreement will be filed by the Registrant at a later date.


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 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.






No.   Description


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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. (the “Registrant”)
  a Delaware corporation
Date: October 2, 2023 By: /s/ Matthew McGahan
  Name: Matthew McGahan
  Title: Interim Chief Executive Officer


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