Business Context and Reporting Period
This Form 8-K was filed by Lottery.com Inc. (trading symbol: LTRY) on October 9, 2022. The report addresses executive leadership changes within the finance department. The company is incorporated in Delaware and lists its common stock and warrants on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and compensation arrangements.
Material Changes
- Resignation: Harry Dhaliwal resigned as Interim Chief Financial Officer and principal financial officer effective October 9, 2022. He had served in this role since July 2022.
- Appointment: The Board of Directors appointed Edward K. Moffly as the new Interim Chief Financial Officer and principal financial officer, effective October 17, 2022.
- Compensation: Mr. Moffly entered into a verbal compensation agreement on October 16, 2022, stipulating a rate of $1,000 per day worked. Additional terms remain subject to negotiation.
Outlook, Risks, and Contingencies
The filing includes a comprehensive "Forward Looking Statements" section highlighting significant risks and uncertainties that could materially affect the company's operations and projections. Key risks identified include:
- Ongoing reviews of the company's internal accounting controls and preliminary conclusions thereof.
- The ability to secure additional capital resources.
- Concerns regarding the company's ability to continue as a going concern.
- Timely responses to inquiries from Nasdaq.
- Regaining compliance with the Nasdaq Bid Price Requirement and other Listing Rules.
- The ability to become current with Securities and Exchange Commission (SEC) reports.
Investor Verification Checklist
- Verify the status of the company's internal accounting control review and any resulting restatements.
- Confirm the company's current compliance status with Nasdaq Listing Rules, specifically the Bid Price Requirement.
- Review the company's most recent filings to assess its ability to become current with SEC reporting obligations.
- Monitor capital raising efforts given the stated risk regarding the ability to secure additional resources.
- Check for the finalization of the written compensation agreement for the new Interim CFO.