Lottery.com Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q
August 23 2022 - 2:30PM
As previously disclosed in the Lottery.com Inc. (the “Company”)
Notification of Late Filing on Form 12b-25, filed with the
Securities and Exchange Commission (the “SEC”) on August 16, 2022,
the Company has not yet finalized its reviews of its financial
statements or its assessment of the impact of the findings of the
ongoing review of the Company’s internal accounting controls on its
historical financial statements or for the financial statements for
the quarter ended June 30, 2022, and is therefore unable to file
its Quarterly Report on Form 10-Q for the period ended June 30,
2022 (the “Form 10-Q”) on a timely basis. The Company is working
toward filing the Form 10-Q as soon as practicable, but was unable
to file it by the prescribed due date.
On August 17, 2022, the Company received a
notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, as a result of not having timely filed the Form
10-Q with the SEC, the Company is not in compliance with Nasdaq
Listing Rule 5250(c)(1) (the “Listing Rule”), which requires timely
filing of all required periodic financial reports with the SEC.
Additionally, the Notice indicated that under
the Nasdaq Listing Rules, a company normally has 60 calendar days
to submit a plan to regain compliance, but that the Nasdaq staff
has determined to shorten the deadline for the Company to submit
its plan to August 31, 2022, pursuant to the staff’s discretionary
authority set forth in Nasdaq Listing Rule 5101.
The Company can regain compliance with Nasdaq’s
Listing Rules at any time prior to August 31, 2022 by filing the
Form 10-Q. If the Company fails to file the Form 10-Q by such date,
the Company may submit a plan to regain compliance with the Listing
Rule prior to such date and, following receipt of such plan, Nasdaq
may grant, at its sole discretion, an extension of 180 calendar
days from the Form 10-Q due date or February 13, 2023, for the
Company to regain compliance.
While the Company can provide no assurances as
to timing, the Company plans to file the Form 10-Q as soon as
practicably possible to regain compliance with the Listing
Rule.
The Company has also received, and intends to
cooperate with, two letters from Nasdaq, requesting certain
information relating to matters disclosed in our Current Reports on
Form 8-K filed with the SEC on July 6, 2022, July 15, 2022, July
22, 2022 and July 29, 2022.
About Lottery.com
The Company has operated as a technology company
that sought to transform how, where and when lottery was played and
additionally provided compelling, real-time results on more than
800 lottery games from more than 40 countries. Effective July 28,
2022, the Board of Directors of the Company determined that the
Company does not currently have sufficient financial resources to
fund its operations or pay certain existing obligations, including
its payroll and related obligations. Accordingly, the Company
furloughed the majority of its employees effective July 29, 2022,
and as a result, ceased material operations as of such date. For
more information on the Company, visit http://www.lottery.com and
for the Company’s filings with the SEC, visit
https://ir.lottery.com/financials-filings/sec-filings.
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 press release,
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 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 filed by the Company with the SEC
on April 1, 2022, 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 www.sec.gov.
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.
Lottery.com Contact:
ir@lottery.com
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