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    Amendment: Lottery.com Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    9/30/25 5:25:31 PM ET
    $SEGG
    Computer Software: Prepackaged Software
    Technology
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    true 0001673481 0001673481 2025-06-16 2025-06-16 0001673481 SEGG:CommonStockParValue0.001PerShareMember 2025-06-16 2025-06-16 0001673481 SEGG:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member 2025-06-16 2025-06-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K/A

    (Amendment No. 2)

     

    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 16, 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 Ranch Rd., 4th Floor

    Fort Worth, Texas

      76109
    (Address of Principal Executive Offices)   (Zip Code)

     

    (737) 787-3978

    (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   SEGG   The Nasdaq Stock Market LLC
    Warrants to purchase one share of common stock, each at an exercise price of $2,300.00   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. ☐

     

     

     

     

     

     

    Section 1 - Registrant’s Business and Operations

     

    Item 1.01 Entry into a Material Definitive Agreement.

     

    Amended Agreement with Generating Alpha Ltd.

     

    On June 16, 2025, the Company entered into a fully-executed Amended Stock Purchase Agreement (the “Agreement”) by and between Lottery.com Inc. (the “Company” or the “Registrant”) and Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”). A summary of the Agreement was disclosed in the Company’s Current Report on Form 8-K and 8-K/A filed on June 23, 2025.

     

    The Company is filing this Current Report on Form 8-K/A to provide the complete Agreement as an exhibit, as required by Item 601(b)(10) of Regulation S-K, which was inadvertently omitted from the Company’s Form 10-Q for the period ended June 30, 2025, filed on August 19, 2025.

     

    The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement filed herewith as Exhibit 10.6

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit

    No.

      Description
    10.60   Amended -Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated June 16, 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

     

    September 30, 2025

     

     

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