UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Acquisition of S&MI, Ltd.
As reported on form 8-K, filed February 21, 2024, on February 15, 2024, Lottery.com, Inc. (the “Company”) had entered into a Memorandum of Understanding (the “MOU”) with S&MI Ltd. (dba “SportLocker.com”).
On August 14, 2024, as attached hereto as Exhibit 10.1, the Company issued a press release stating that the acquisition of S&MI, Ltd. (dba SportsLocker.com) is now scheduled to close by September 1, 2024.
On August 14, 2024, the Company finalized an agreement for the acquisition of S&MI, Ltd. with its shareholders (the ““Share Purchase and Sale Agreement”), wherein the Purchase Price is the total equivalent One Million Dollars USD ($1,000,000.00) in restricted stock units of common shares in the Company. (the “Payment-In-Kind”) fixed at Three Dollars USD ($3.00) per share (the “Fixed Price”). Purchase Price is to be paid out over five payments on the following schedule:
| (a) | First Payment: One Hundred Fifty Thousand Dollars ($150,000.00) in restricted stock units of the Company, (50,000 shares, the “First Payment”) issued on the first business day following the closing of the transaction on September 1, 2024 (the “Completion Date” and the “First Issuance Date”). The restricted stock units of common shares of the Company underlying the First Payment shall fully vest on the First Issuance Date and shall include full piggyback registration rights for the shareholders of S&MI, Ltd.; |
| (b) | Second Payment: Two Hundred Twelve Thousand Five Hundred Dollars ($212,500.00) in restricted stock units of common shares of the Company (70,833 shares, the “Second Payment”) on the thirty-first (31st) day following the expiration of ninety (90) days after the Completion Date (the “Second Issuance Date”). These restricted stock units of common shares shall fully vest on the Second Issuance Date, and shall be restricted for a period of twelve (12) months immediately following the Completion Date; |
| (c) | Third Payment: Two Hundred Twelve Thousand Five Hundred Dollars ($212,500.00) in restricted stock units of common shares of the Company (70,833 shares, the “Third Payment”) on the thirty-first (31st) day following the expiration of one hundred eighty (180) days after the Completion Date (the “Third Issuance Date”). These restricted stock units of common shares shall fully vest on the Third Issuance Date, and shall be restricted for a period of eighteen (18) months immediately following the Completion Date; |
| (d) | Fourth Payment: Two Hundred Twelve Thousand Five Hundred Dollars ($212,500.00) in restricted stock units of common shares of the Company (70,833 shares, the “Fourth Issuance”) on the thirty-first (31st) day following the expiration of two hundred seventy (270) days after the Completion Date (the “Fourth Issuance Date”). These restricted stock units of common shares shall fully vest on the Fourth Issuance Date and shall be restricted for a period of twenty-four (24) months immediately following the Completion Date; and |
| (e) | Fifth and Final Payment: Two Hundred Twelve Thousand Five Hundred Dollars ($212,500.00) in restricted stock units of common shares of the Company (70,833 shares, the “Fifth and Final Payment”) on the thirty-first (31st) day following the expiration of three hundred sixty-five days (365) days after the Completion Date (the “Fifth and Final Issuance Date”). These restricted stock units of common shares shall fully vest on the Fifth and Final Issuance Date and shall be restricted for a period of thirty (30) months immediately following the Completion Date. |
In the event that the closing price of the restricted stock units of common shares of the Company to be issued to the shareholders of S&MI, Ltd. is lower than the Fixed Purchase Price on the six (6) month anniversary of any issuance date of said shares (collectively the “Anniversary Issuance Price”), then the Fixed Purchase Price shall be adjusted downward to the volume-weighted average price (“VWAP”) of the common stock for the five (5) consecutive trading days immediately preceding the six (6) month anniversary date of said issuance date. Accordingly, the Company shall be obligated to tender to the shareholders of S&MI, Ltd. additional restricted stock units of common shares of the Company to make up the difference between the Fixed Purchase Price and the Anniversary Issuance Price.
The foregoing description of the Share Purchase and Sale Agreement is not complete and is qualified in its entirety by the full text of the Share Purchase and Sale Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Share Purchase and Sale Agreement | |
| 10.2 | Press Release Dated August 14, 2024 | |
| 10.3 | Press Release Dated August 20, 2024 | |
| 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 | |
August 20, 2024
Exhibit 10.1
Exhibit 10.2
| FOR OFFICIAL RELEASE | |
| 20808 State Highway 71 W Unit B | |
| Spicewood, TX 78669-6824 |
LOTTERY.COM FINALIZES ACQUISITION OF S&MI LTD
LONDON, August 14, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider announces the finalization of the acquisition of S&MI Ltd., the technology company behind the SportLocker brand and app, with the transaction set to close on September 1, 2024.
SportLocker has already been rebranded as Sports.com, and is now set to develop a premier platform for sports fans worldwide over the course of 2024/25. Sports.com is fast becoming a digital sports entertainment platform, introducing an immersive experience that combines innovative technology, expansive content, and community-driven features.
Launching into New Streaming Markets and Sports
In 2024 and 2025, Sports.com plans to venture into new streaming markets, covering a broader spectrum of sports. This includes not only traditional sports, such as soccer, but also emerging arenas in esports like sim racing, which are increasing in popularity with real world racing fans of Formula One, IndyCar and NASCAR. Fans can look forward to live streams of high-octane events, exclusive behind-the-scenes content, and in-depth analyses across a variety of sports disciplines. Sports.com has also lined up strategic acquisitions that aim to bolster the platform’s content offerings, providing fans with unparalleled access to exclusive events, teams, and personalities.
Introducing Fully Immersive Streaming Technology
Planned to debut next year, Sports.com’s groundbreaking fully immersive streaming technology will redefine how fans engage with live sports. This innovation will allow real-time interactions, multi-angle viewing, and augmented reality experiences, ensuring maximum fan engagement like never before.
Launching a New Social Media Channel
To further enhance community engagement, Sports.com will unveil a new social media channel dedicated exclusively to sports enthusiasts. This platform will serve as a hub for fans to connect, discuss, and celebrate their favorite sports, teams, and moments, fostering a vibrant and interactive community.
Creating the Next-Gen Sports Entertainment Platform
Sports.com is seeking to revolutionize digital sports entertainment by offering 24/7 sports news, live streaming, original documentaries, films, and exclusive behind-the-scenes access. Fans will have the freedom to watch sports when and where they want, directly on their devices, regardless of their location.
Global Expansion and Focus on Women’s Sports
Initially launching in the USA and Europe, with targeted efforts in the Middle East, Sports.com plans to extend its reach to Africa, India, South America, Asia, and Australasia. A dedicated program for women’s sports will also be introduced, aiming to drive sponsorships and generate new revenue streams for clubs and teams across the board.
Enhanced Partnerships and Content Delivery
Leveraging the Company’s established partnerships with Mobile Network Operators (MNOs), Sports.com will offer localized branded sports content services. This strategy enhances the value proposition for MNOs by catering to the growing demand for sports video content across various markets.
Driving Growth Through Premium Content and Strategic Collaborations
Sports.com’s growth strategy focuses on premium content bundling and direct connections with MNOs for optimal user acquisition. Collaborations with exclusive marketing partners will further aid in sustainably scaling user adoption.
Matthew McGahan, Chairman and CEO of Lottery.com and Sports.com, commented:
“I am thrilled to lead Sports.com into a new era where technology and passion for sport converge to create unparalleled experiences for fans worldwide. Our vision is to revolutionize fan engagement, making every moment more interactive, accessible, and engaging. By leveraging MNO partnerships, localized content services, and community-focused features with enhanced content and technology, we’re creating a dynamic ecosystem where fans can not only consume sports but also connect and create in unprecedented ways.
Marc Bircham, Director of Football Operations at Sports.com, added:
“The acquisition heralds a new dawn in sports entertainment. Our upcoming ventures in motor sports, sim racing, and football are set to provide fans with content that’s both engaging and groundbreaking. We’re not just changing how fans watch sports; we’re redefining how they live them. “
Tim Scoffham, Founding Partner of S&MI Ltd, said:
“With the exciting lineup for 2024 and 2025, including new streaming markets, immersive technologies, and strategic acquisitions, we’re uniquely positioned to offer sports fans an unparalleled experience year-round. Our vision has always been to create a comprehensive platform that serves as the go-to destination for sports fans. Sports.com accelerates that goal, providing coverage of the most anticipated events and exclusive content and insights in the sports world.”
-ends-
For more information, please visit www.lottery.com or contact our media relations team at media@lottery.com.
Lottery.com Contact: press@lottery.com
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) 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.
Exhibit 10.3
|
FOR OFFICIAL RELEASE |
| 20808 State Highway 71 W Unit B | |
| Spicewood, TX 78669 -6824 |
LOTTERY.COM FINALIZES AGREEMENT TERMS FOR S&MI LTD ACQUISITION
LONDON, August 20, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider, is pleased announce it has finalized terms for the acquisition of S&MI Ltd. (“S&MI”), the innovative technology company behind the current Sports.com brand and app. The total acquisition price is to be satisfied with equity of common stock in Lottery.com priced at $3.00 per share.
The acquisition of S&MI significantly enhances the long-term value of the Sports.com brand, unlocking substantial growth opportunities in key target markets, including the Middle East and North Africa. This acquisition will further strengthen Sports.com’s global profile and future prospects, solidifying its position as a leading force in the industry.
The acquisition is scheduled for completion on September 1, 2024. Following the successful completion of the acquisition, S&MI Ltd will be renamed Sports.com Media Ltd. At that time, Lottery.com intends to appoint Marc Bircham to the board of directors of S&MI, bringing his extensive experience in football and sports management to Lottery.com’s newest subsidiary.
Marc is a respected figure in the world of soccer in the UK, Canada and the USA, known for both his playing career and his managerial roles. Bircham started his professional career at Millwall FC before moving to Queens Park Rangers FC (QPR), where he became a fan favourite. After hanging up his boots, Bircham transitioned into coaching and management, taking on roles at QPR, Chicago Fire, and Millwall, among others. His deep understanding of the game and his experience in football operations make him an invaluable addition to the Sports.com Media Ltd leadership team.
Clickshakers Partnership
S&MI continues to expand its global reach. Recently, S&MI entered into a partnership with Clickshakers, which recently launched in Singapore with the leading telecommunications company, Singtel. Sports.com will be the beneficiary of that partnership post-completion of the acquisition. Additionally, Clickshakers’ white-labeled service is in the final stages of approval to launch in the UK, partnering with leading telcos to cover the full network nationally. Expansion plans also include France, where the service is set to launch with Orange, SFR, and Bouygues Telecom, further broadening its platform and content offerings.
Majed Al Sorour, President of Sports.com and formerly CEO of Golf Saudi, Managing Director of LIV Golf, and Board Member & Director of Newcastle United Football Club, said:
“The acquisition of S&MI Ltd represents a pivotal step in our journey to become a global leader in digital sports entertainment. With S&MI’s cutting-edge platform and app, Sports.com is well positioned to deliver unparalleled experiences to sports fans worldwide. We are particularly excited about the synergies this acquisition brings as we continue to innovate and expand our reach into new markets. The addition of Marc Bircham to our board underscores our commitment to bringing in top-tier talent to drive our vision.”
Matthew McGahan, Chairman and CEO of Lottery.com and Sports.com, added:
“The acquisition of S&MI Ltd is an excellent fit for the Sports.com brand. It enables Sports.com to leverage S&MI’s advanced platform and app, which will accelerate our growth and enhance our offerings. We look forward to appointing Marc Bircham to the board of S&MI upon completion of the acquisition. Marc’s deep expertise in football and his passion for sports will be invaluable as we expand the Sports.com platform and solidify our position as a leader in digital sports entertainment. Sports.com has enormous potential, and the team is focused on expanding our reach and acquiring top-tier content. The Clickshakers deal is a prime example of our commitment to this strategy.”
Marc Bircham, Director at Sports.com, said:
“The acquisition will mark the beginning of an exciting new era in sports entertainment. Our targeted initiatives in motorsports, sim racing, and football will deliver content that not only captivates but also sets new standards in fan engagement. We’re not just transforming the way fans watch sports; we’re elevating the entire experience to a new level of immersion and interaction.”
ends-
Lottery.com Contact: press@lottery.com
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) 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.