Business Context and Reporting Period
Company: Lottery.com Inc. (Trading Symbol: SEGG; Warrants: LTRYW)
Filing Type: Form 8-K (Current Report)
Reporting Date: January 16, 2026 (Event Date); January 20, 2026 (Closing Date)
Context: The Company, an emerging growth company incorporated in Delaware, entered into a Placement Agency Agreement with Dawson James Securities, Inc. to facilitate a registered public offering of common stock.
Key Financial Metrics
- Gross Proceeds: Approximately $1.7 million from the sale of 2,449,857 shares of Common Stock.
- Offering Price: $0.70 per share (based on the average closing price of the five trading days prior to January 16, 2026).
- Placement Agent Fee: 7.00% of gross proceeds paid in cash.
- Expense Reimbursement Cap: Up to $50,000 for legal and other reasonable expenses, subject to CFO approval.
- Net Proceeds Usage: Working capital, potential acquisitions, and general corporate purposes.
- Revenue/Profit/Cash Flow: The filing text does not provide a clear value for revenue, profit, operating cash flow, margins, or debt levels.
Material Changes
This filing reports a material definitive agreement and a capital raise event rather than a comparative period financial change. The primary material change is the increase in cash assets via the issuance of 2,449,857 new shares of common stock, resulting in gross proceeds of approximately $1.7 million.
Guidance, Outlook, and Risks
- Management Commentary: The Company intends to utilize net proceeds for working capital, potential acquisitions, and general corporate purposes.
- Agreement Terms: The Placement Agency Agreement was executed on a "reasonable best efforts" basis. The Purchase Agreement and Placement Agency Agreement contain customary representations, warranties, indemnification obligations, and termination provisions.
- Risks/Contingencies: The filing references standard indemnification liabilities under the Securities Act of 1933. No specific unusual items or forward-looking guidance regarding future earnings were disclosed in this text.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 7% placement fee and reimbursed expenses.
- Confirm the exact number of shares issued and the dilution impact on existing shareholders.
- Review the full text of the Placement Agency Agreement (Exhibit 1.1) and Securities Purchase Agreement (Exhibit 10.1) for specific conditions to closing and indemnification details.
- Check the press release (Exhibit 99.1) for any additional details on the use of proceeds or strategic acquisitions.
- Monitor subsequent filings for the actual deployment of funds into working capital or acquisitions.