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    Lottery.com Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

    5/9/25 5:25:08 PM ET
    $LTRY
    Computer Software: Prepackaged Software
    Technology
    Get the next $LTRY alert in real time by email
    false 0001673481 0001673481 2025-05-09 2025-05-09 0001673481 LTRY:CommonStockParValue0.001PerShareMember 2025-05-09 2025-05-09 0001673481 LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf230.00Member 2025-05-09 2025-05-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

    Pursuant to Section 13 OR 15(d)

    of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): May 9, 2025

     

    Lottery.com Inc.

    (Exact Name of Registrant as Specified in Its Charter)

     

    Delaware   001-38508   No. 81-1996183
    (State or Other Jurisdiction   (Commission   (I.R.S. Employer
    of Incorporation)   File Number)   Identification No.)

     

    5049 Edwards Ranch Rd., 4th Floor    
    Fort Worth, Texas   76109
    (Address of Principal Executive Offices)   (Zip Code)

     

    (737) 309-4500

    (Registrant’s Telephone Number, Including Area Code)

     

     

    (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   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

     

    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. ☐

     

     

     

     

     

     

    Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

     

    On May 9, 2025, Lottery.com Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that the bid price for its common stock had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, the Company did not comply with Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq is granting the Company up to 180 calendar days, or until November 5, 2025, to regain compliance with said Nasdaq Listing Rule 5450(a)(1).

     

    If, however, at any time during said 180 calendar day period, the closing bid price of the Company’s common stock is at least $1 for a minimum of ten consecutive business days, the Nasdaq will then provide the Company with a written confirmation of compliance and this matter will be closed.

     

    In the event the Company does not regain compliance with the rule prior to the expiration of the compliance period, the Company will receive written notification that its securities are subject to delisting.

     

     

     

     

    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
    May 9, 2025    

     

     

     

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