Business Context and Reporting Period
This Form 8-K Current Report was filed by Lottery.com Inc. (trading symbol: LTRY) on August 7, 2023. The report details corporate governance actions taken at the Company's 2023 Annual Meeting of Stockholders held on August 7, 2023, and the subsequent implementation of a reverse stock split effective August 9, 2023.
Key Financial Metrics
This filing is a current report regarding corporate actions and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Reverse Stock Split: The Company effected a 1-for-20 reverse stock split of its common stock. Every 20 shares of common stock were reclassified into one new share. The par value remained $0.001 per share.
- Trading Adjustments: Common stock began trading on a reverse split-adjusted basis on August 10, 2023, under the symbol "LTRY." The new CUSIP number is 54570M 207.
- Equity Adjustments: Proportionate adjustments were made to outstanding equity awards, warrants, and equity incentive plans regarding share counts and exercise prices. No fractional shares were issued; cash payments were made in lieu of fractional shares based on the August 9, 2023 closing price.
Guidance, Outlook, and Management Commentary
The filing does not provide forward-looking guidance, financial outlook, or management commentary regarding future performance. The primary focus is the execution of the reverse stock split approved by stockholders and the Board of Directors. The Company's publicly traded warrants (LTRYW) continue to trade with an unchanged CUSIP number.
Investor Verification Checklist
- Verify the new CUSIP number (54570M 207) for common stock holdings.
- Confirm the adjusted number of shares held post 1-for-20 reverse split.
- Check for cash payments received in lieu of fractional shares.
- Review the adjusted exercise prices and share counts for any outstanding warrants or equity awards.
- Confirm the election of Nick Kounoupias as a director for a three-year term.