M&A - Lottery.com Inc.

Form Type: 10-Q

Filing Date: 2025-05-21

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225011865

Filing Summary: Lottery.com Inc. has continued its operational struggles highlighted by significant losses and the previous operational cessation announced in July 2022 due to insufficient financial resources. The company has actively engaged in acquiring other entities to support its strategic growth and international expansion. Most notably, on March 13, 2025, it completed the acquisition of Spektrum Ltd, which is crucial for developing Lottery.com International and enhancing its lottery, sweepstakes, and social gaming capabilities across various jurisdictions. The company reported a net loss of $3,306,468 for the three months ending March 31, 2025, indicating ongoing financial difficulties. Despite a slight improvement in cash flow and a resumption of some operational activities, the overall financial outlook remains precarious. Management indicated a need for additional capital to support operations and a potential inability to continue as a going concern without it.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225009229

Filing Summary: On May 07, 2025, Lottery.com Inc. entered into a Letter of Intent to acquire a majority ownership stake in Dotcom Ventures Inc. (DVI) with the intention of purchasing between 51% to 100% of DVI and its assets, including domain names concerts.com and ticketstub.com. The purchase price is set at $5,000,000, which can be paid in cash, Payment-In-Kind, or a combination of both. Payment-In-Kind will consist of restricted stock units of common shares at a fixed price of $3.00 per share. Adjustments to the fixed price may occur based on market conditions leading up to an agreed reprice date. The transaction is contingent upon due diligence, board approval, and regulatory compliance, with an anticipated closing date on or before August 1, 2025. The execution of a definitive agreement is expected by June 30, 2025.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225009806

Filing Summary: On March 6, 2025, Lottery.com Inc. finalized an agreement with PlusEVO Ltd. for the acquisition of Spektrum, Ltd. under a Stock Purchase and Sale Agreement. The acquisition aims to facilitate Lottery.com's expansion into the international lottery market and is scheduled to close on or before March 13, 2025. The total Purchase Price for the acquisition is $1,500,000, to be paid in restricted stock units valued at $3.00 per share. Payment will occur in five installments following a specific schedule, with each installment set to vest over a defined period and include registration rights for the Seller’s shareholders. If the closing price of shares issued falls below the fixed purchase price after six months, an adjustment mechanism is in place to issue additional restricted stock units to the Seller’s shareholders to maintain the agreed price.