Business Context and Reporting Period
This Form 8-K is filed by Lottery.com Inc. (trading symbol: LTRY), an emerging growth company incorporated in Delaware. The report date is March 6, 2025, with the signature date of March 7, 2025. The filing addresses the company's compliance status with The Nasdaq Stock Market LLC regarding listing rules.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on regulatory compliance status. However, it references the following market-based metrics required for compliance:
- Minimum Bid Price: The stock closed at or above $1.00 for twenty consecutive business days.
- Market Value of Publicly Held Shares (MVPHS): The value exceeded $5,000,000 during the compliance period.
Material Changes Versus Prior Period
The company has resolved two prior non-compliance issues reported in late 2024:
- Bid Price Listing Rule (Rule 5450(a)(1)): Previously non-compliant as of September 11, 2024, due to a failure to maintain a $1.00 minimum bid price for 30 consecutive business days. This matter is now closed.
- MVPHS Listing Rule (Rule 5450(b)(1)(c)): Previously non-compliant as of October 28, 2024, due to MVPHS falling below $5,000,000. This matter is now closed.
On March 6, 2025, Nasdaq issued a determination letter confirming the company has regained compliance with both rules.
Guidance, Outlook, Risks, and Contingencies
The filing includes standard forward-looking statements regarding strategy and future operations. Management highlights several significant risks and uncertainties that could impact the company's future:
- Internal Controls: Ongoing reviews of internal accounting controls and preliminary conclusions thereof.
- Capital Resources: The ability to secure additional capital.
- Going Concern: The ability to continue as a going concern.
- Regulatory Compliance: The ability to respond to Nasdaq inquiries, maintain listing compliance, and become current with SEC reports.
Investors are directed to the "Risk Factors" section of the Form 10-K/A filed on June 4, 2024, for a comprehensive list of risks.
Important Facts for Investor Verification
- Verify the current trading price of LTRY to ensure it remains above the $1.00 threshold to prevent future delisting notices.
- Confirm the current Market Value of Publicly Held Shares remains above $5,000,000.
- Review the Form 10-K/A filed on June 4, 2024, for details on internal accounting control reviews and going concern risks.
- Monitor upcoming SEC filings to ensure the company becomes current with its reporting obligations.