Business Context and Reporting Period
This Form 8-K is a current report filed by Lottery.com Inc. (trading symbol: LTRY) on October 7, 2022. The registrant is incorporated in Delaware and operates in the lottery and gaming sector. The report specifically addresses a change in the company's independent registered public accounting firm effective for the fiscal year ending December 31, 2022.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This document is a disclosure of a corporate governance event rather than a financial performance report.
Material Changes
- Accountant Change: The Audit Committee approved the engagement of Yusufali & Associates, LLC as the new independent registered public accounting firm, effective immediately.
- Previous Auditor: The company previously disclosed the resignation of Armanino LLP in a Form 8-K filed on October 6, 2022.
- Consultation History: No consultations occurred with the new auditor regarding accounting principles, audit opinions, disagreements, or reportable events prior to their engagement.
Outlook, Risks, and Contingencies
Management highlights significant risks and uncertainties that could materially affect future operations and projections:
- Internal Controls: Ongoing review of internal accounting controls and potential additional examinations of preliminary conclusions.
- Liquidity and Going Concern: Risks regarding the ability to secure additional capital resources and continue as a going concern.
- Regulatory Compliance: Challenges in responding to Nasdaq inquiries, regaining compliance with the Bid Price Requirement, and meeting Nasdaq Listing Rules.
- Reporting Status: The ability to become current with SEC reports.
The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially from expectations due to these risks.
Investor Verification Checklist
- Verify the reasons for the resignation of the previous auditor, Armanino LLP, as disclosed in the October 6, 2022 filing.
- Confirm the status of the company's ongoing review of internal accounting controls.
- Monitor the company's progress in regaining compliance with Nasdaq Listing Rules and the Bid Price Requirement.
- Assess the company's current liquidity position and ability to secure capital given the "going concern" risk disclosure.
- Check for the timely filing of subsequent periodic reports (10-K, 10-Q) to ensure the company becomes current with SEC reporting obligations.