Lottery.com Files Amended Registration Statement on Form S-1

FORT WORTH, Texas, April 25, 2025 (GLOBE NEWSWIRE) -- Lottery.com Inc. (Nasdaq: LTRY), a leading technology company a leading technology company in digital lottery, charitable sweepstakes and sports entertainment, today announced the filing of an amended registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”). The filing is related to the registration of shares issuable under a $100 million committed stock purchase agreement (“SPA”) with Generating Alpha Ltd., along with audited financial statements for the fiscal year ended December 31, 2024.

Under the SPA with Generating Alpha, signed in November 2024, Lottery.com has the right—but not the obligation—to draw down up to $100 million in capital through the sale of common stock. This committed funding provides the Company with strategic flexibility to support its operational relaunch, revenue growth, and rapid expansion into the digital entertainment media sector.

Strategic Highlights from the S-1 Filing:

• Operational Relaunch: Lottery.com is preparing to resume its core domestic lottery operations, has restarted sweepstakes, and initiated international lottery revenue programs to support its existing business in Mexico and expand to Africa, Asia, and Europe.
• Growth in Digital Sports and Entertainment Media: Through its Sports.com platform, the Company is targeting the rapidly growing $2.4 trillion global streaming and sports content market, with plans for original content production and immersive fan engagement.
• Flexible Capital Access: The $100 million SPA with Generating Alpha allow the Company to control its capital deployment, enabling it to scale without immediate dilution pressures.
• Premium Digital Assets: Lottery.com and Sports.com represent high-value domain IP. The strength of those brand names is key to the Company’s brand positioning and competitive advantage in the digital entertainment landscape.
• NASDAQ and SEC Compliance: The Company remains in full compliance with Nasdaq’s continued listing requirements and SEC regulations, reinforcing its stability as it repositions for growth.
  
  

Matthew McGahan, Chairman and CEO of Lottery.com, commented:

"With the flexibility of our $100 million committed capital facility and a clear roadmap for operational resurgence, revenue growth, and digital media expansion, Lottery.com is poised to capitalize on emerging opportunities in both the lottery and sports entertainment sectors. Access to this type of funding will allow us to progress to our aggressive buy-and-build strategy and complete our pipeline of strategic acquisitions across Lottery.com and Sports.com in the immediate future. Our re-entry into the market is backed by strategic vision, high-value digital assets and the financial agility to scale—creating far stronger shareholder value."

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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, 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 press release, 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 press release 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 press release 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/A filed by the Company with the SEC on April 22, 2024, 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 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. 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 press release.

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