Business Context and Reporting Period
This Form 8-K is a current report filed by Lottery.com Inc. (trading symbol: LTRY) on March 10, 2022. The registrant is incorporated in Delaware and operates in the sports entertainment and gaming sector. The filing primarily addresses corporate governance changes and executive appointments effective March 10, 2022.
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
Board of Directors Appointment
- William (Bill) Thompson was appointed as a Class III director, effective immediately.
- Mr. Thompson was appointed to the Audit Committee and designated as its chair.
- Background: Mr. Thompson is an Executive Committee Member and Owner of American Triple I Partners, LLC, and a Partner/Chief Administrative Officer at Siebert Williams Shank & Co., LLC. He previously served as New York City Comptroller (2002-2009) and is a director of SciPlay Corporation.
Executive Officer Appointments
- Ryan Dickinson stepped down as Chief Operating Officer (COO) and was permanently appointed as Chief Financial Officer (CFO). He retains his roles as President and Treasurer.
- Kathryn Lever was appointed as Chief Operating Officer (COO), in addition to her existing roles as Chief Legal Officer and Secretary.
- Background: Ms. Lever brings over 25 years of legal experience and 20 years in the gaming industry, including prior roles at Scientific Games Corporation and Baha Mar.
Compensation and Governance Details
Mr. Thompson will participate in the standard non-employee director compensation arrangements:
- Cash Fees: Annual base fee of $62,000. Supplemental fees include $5,000 for Audit Committee membership and $16,000 for serving as Audit Committee Chair.
- Equity Grants: Initial equity grant valued at $85,000. Annual equity grants for other directors are valued at $65,000.
- Indemnification: The Company will enter into an indemnification agreement with Mr. Thompson consistent with agreements filed in the Company's Form S-1.
Investor Verification Checklist
- Verify the effective date of the new executive roles (March 10, 2022) and the specific titles held by Ryan Dickinson and Kathryn Lever.
- Review the attached Press Release (Exhibit 99.1) for additional context on the strategic rationale for these appointments.
- Confirm the terms of the indemnification agreement referenced in the filing against the Company's Form S-1.
- Note that this filing contains no financial results; refer to the most recent 10-K or 10-Q for financial performance data.