Current Report Filing (8-k)
May 12 2023 - 4:19PM
Edgar (US Regulatory)
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2023-05-08
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2023-05-08
2023-05-08
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LTRY:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf11.50Member
2023-05-08
2023-05-08
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 8, 2023
LOTTERY.COM,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38508 |
|
81-1996183 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 20808
State Hwy 71 W, Unit B, Spicewood, Texas |
|
78669 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 512-592-2451
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:
| ☐ |
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 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 $11.50 |
|
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; Transfer of Listing.
As
previously disclosed, on March 23, 2023, Lottery.com, Inc. (the “Company”) requested a hearing by the Hearing Panel (the
“Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) to appeal a delisting determination made by Nasdaq’s
staff on February 23, 2023. At the Panel hearing, which occurred on April 24, 2023, the Company, represented by outside counsel, its
CEO and Chairman advised the Panel that it had been working with its auditor to complete the restatements of its financial statements
for fiscal year 2021 and the first quarter of 2022, and all related and subsequent delinquent filings. As such, the Company proposed
to the Panel a compliance plan that included a tentative schedule to complete the delinquent filings and requested an extension of time
to fully comply with Nasdaq listing requirements so that the Company could demonstrate to the Panel that it should not be delisted from
Nasdaq.
On
May 8, 2023, the Company received a letter from Nasdaq notifying the Company that the Panel had granted the Company’s request to
continue its listing (the “Letter”), subject to the following conditions:
| 1. | On
or before May 15, 2023, the Company shall provide the Panel with updated financial projections
for 2022 and 2023, including income statements and balance sheets; and |
| 2. | On
or before May 15, 2023, the Company shall file with the SEC the amended Annual Report on
Form 10-K for the year ended December 31, 2021 (the “Amended 2021 10-K”) and
Quarterly Report on Form 10-Q for the quarter ending March 31, 2022. |
In
accordance with the Panel’s decision, the Company filed its Amended 2021 10-K on May 10, 2023. The Company intends to comply with
the remaining conditions set forth by the Panel, as stated in the Letter. Once the conditions are met, the Panel will review both filings,
along with the updated projections, and determine if it believes the Company should be afforded more time to complete the compliance
plan it articulated during the Panel hearing.
Another
condition outlined in the Letter is a requirement that the Company provide prompt notification of any significant events that occur during
this time that may affect the Company’s compliance with Nasdaq requirements during the exception period. This includes, but is
not limited to, any event that may call into question the Company’s ability to meet the terms of the exception granted.
There
can be no assurance that the Panel will afford the Company more time to complete the compliance plan it articulated in hearing, or that
the Company will be able to remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis.
Item
9.01 Financial Statements and Exhibits.
*
Furnished herewith.
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. |
| |
|
|
| Date:
May 12, 2023 |
By |
/s/
Mark Gustavson |
| |
|
Mark
Gustavson |
| |
|
Chief
Executive Officer |
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