Business Context and Reporting Period
This Form 8-K is filed by Lottery.com Inc. (trading symbol: LTRY), a Delaware corporation, on June 20, 2025. The report addresses the company's compliance status with The Nasdaq Stock Market LLC regarding its common stock listing.
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 regulatory compliance regarding stock listing standards.
Material Changes
The primary material event reported is the resolution of a listing deficiency:
- Prior Status: On May 9, 2025, the company received notice of non-compliance with Nasdaq Listing Rule 5450(a)(1) due to its common stock failing to maintain a minimum bid price of $1.00 for 30 consecutive business days.
- Current Status: On June 20, 2025, Nasdaq determined the company has regained compliance. The stock closed at or above $1.00 for 20 consecutive business days between May 21 and June 18, 2025.
- Outcome: Nasdaq has officially closed the matter.
Guidance, Outlook, and Risks
The filing includes standard forward-looking statements and highlights several ongoing risks and uncertainties that could materially affect the company's operations:
- Internal Controls: Ongoing reviews of internal accounting controls and preliminary conclusions thereof.
- Capital and Going Concern: The ability to secure additional capital resources and continue as a going concern.
- Regulatory Compliance: The ability to respond to Nasdaq inquiries, maintain compliance with listing rules, and become current with SEC reports.
- Reference: Investors are directed to the "Risk Factors" section of the Form 10-K filed on April 22, 2025, for a comprehensive list of risks.
Investor Verification Checklist
- Verify the current trading price of LTRY to ensure it remains above the $1.00 minimum bid price threshold.
- Review the Form 10-K filed on April 22, 2025, for details on internal accounting control reviews and risk factors.
- Confirm the company's status regarding the filing of subsequent SEC reports to ensure it remains current.
- Monitor announcements regarding the company's ability to secure additional capital resources.