Business Context and Reporting Period
Company: Lottery.com Inc. (dba Sports.com)
Filing Type: Form 8-K (Current Report)
Date of Report: February 6, 2025
Reporting Period: Event-based report regarding a material definitive agreement entered into on February 6, 2025.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins) as it reports a specific corporate event rather than periodic financial results.
- Agreement Value: $300,000 total consideration.
- Equity Component: 150,000 restricted shares of Common Stock (Nasdaq: LTRY) valued at $2.00 per share.
- Cash Component: None initially; contingent cash payment may be required if share value falls below $300,000 on February 6, 2026.
Material Changes and Agreements
Item 1.01: Entry into a Material Definitive Agreement
On February 6, 2025, the Company entered into a two-year sponsorship agreement with Soccerex LLC. Key terms include:
- Role: Sports.com designated as the title sponsor for Soccerex Expos in 2025 and 2026.
- 2025 Locations: Miami, Amsterdam, and Cairo.
- 2026 Locations: Not yet announced.
- Benefits: Marketing, advertising, and consultancy services throughout the term.
- Payment Structure: The Company issued 150,000 restricted shares. If the market value of these shares is less than $300,000 on February 6, 2026, the Company has the option to pay the difference in cash or issue additional shares.
Guidance, Risks, and Contingencies
Forward-Looking Statements: The filing contains forward-looking statements regarding strategy and future operations, which are subject to risks and uncertainties.
Material Risks Disclosed:
- Ongoing review of internal accounting controls and preliminary conclusions thereof.
- Ability to secure additional capital resources.
- Ability to continue as a going concern.
- Ability to respond to inquiries by Nasdaq and regain compliance with the Bid Price Requirement and Nasdaq Listing Rules.
- Ability to become current with SEC reports.
Investor Verification Checklist
- Verify the current market price of LTRY stock to assess the likelihood of a future cash top-up payment under the sponsorship agreement.
- Review the Company's recent Form 10-K/A (filed June 14, 2024) for detailed risk factors regarding internal controls and going concern status.
- Monitor Nasdaq communications regarding the Company's compliance with listing standards and bid price requirements.
- Confirm the status of the Company's internal accounting control review and any resulting restatements or delays in future filings.