Business Context and Reporting Period
This Form 8-K was filed by Lottery.com, Inc. (trading symbol: LTRY) on May 12, 2023, reporting events occurring on May 8, 2023. The filing addresses the Company's ongoing efforts to maintain its listing on The Nasdaq Stock Market LLC following a delisting determination issued on February 23, 2023.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance status rather than operational financial performance.
Material Changes and Regulatory Status
On May 8, 2023, the Nasdaq Hearing Panel granted Lottery.com, Inc. a temporary exception to continue its listing, subject to strict conditions. This decision follows an appeal hearing held on April 24, 2023, where the Company cited ongoing work with its auditor to restate financial statements for fiscal year 2021 and the first quarter of 2022.
- Delisting Appeal: The Panel granted a request to continue listing pending compliance with specific conditions.
- Restatements: The Company is restating financials for FY 2021 and Q1 2022 to address delinquent filings.
- Compliance Actions: The Company filed its Amended 2021 10-K on May 10, 2023, ahead of the May 15, 2023 deadline.
Guidance, Outlook, and Risks
The Company has outlined a compliance plan but explicitly states there can be no assurance that the Panel will grant further extensions or that the Company will remain in compliance with Nasdaq listing requirements on an ongoing basis.
Conditions for Continued Listing:
- Provide updated financial projections for 2022 and 2023 (including income statements and balance sheets) by May 15, 2023.
- File the Amended 2021 10-K and the 10-Q for the quarter ended March 31, 2022, with the SEC by May 15, 2023.
- Provide prompt notification of any significant events affecting compliance during the exception period.
Risks: Failure to meet these conditions or future non-compliance could result in delisting. The filing notes that the Panel will review the submitted filings and projections to determine if additional time should be afforded.
Investor Verification Checklist
- Verify the submission of the 10-Q for the quarter ended March 31, 2022, by the May 15, 2023 deadline.
- Review the updated financial projections for 2022 and 2023 once filed to assess future viability.
- Monitor subsequent communications from Nasdaq regarding the final decision on the compliance plan extension.
- Confirm the status of the auditor's work on the FY 2021 and Q1 2022 restatements.