Business Context and Reporting Period
This Form 8-K is filed by Lottery.com Inc. (trading symbol SEGG), an emerging growth company incorporated in Delaware. The report date is October 16, 2025. The filing addresses a specific regulatory matter regarding the company's listing status on The Nasdaq Stock Market LLC.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a compliance determination and does not contain financial performance data.
Material Changes
The primary material change reported is the resolution of a listing compliance issue:
- Prior Status: On May 8, 2025, the company received notice of non-compliance with Nasdaq Listing Rule 5635(c).
- Resolution: On October 16, 2025, Nasdaq determined the company has regained compliance.
- Action Taken: The company retroactively abandoned the 2023 Employees', Directors' and Consultants Stock Issuance and Option Plan. Ad Hoc grants were instead reflected as being made pursuant to the 2021 Incentive Award Plan.
- Outcome: Nasdaq has closed the matter.
Outlook, Risks, and Contingencies
Management includes extensive forward-looking statements and risk disclosures. Key risks and uncertainties identified include:
- Ongoing reviews of internal accounting controls and preliminary conclusions thereof.
- The ability to secure additional capital resources.
- The ability to continue as a going concern.
- The ability to respond to Nasdaq inquiries and regain compliance with the Bid Price Requirement and other Listing Rules.
- The ability to become current with SEC reports.
The company disclaims any duty to update forward-looking statements unless required by law.
Investor Verification Checklist
- Verify the current status of the company's internal accounting control reviews.
- Confirm the company's ability to maintain compliance with the Nasdaq Bid Price Requirement.
- Assess the company's capital position and ability to continue as a going concern.
- Check if the company has become current with all required SEC filings (e.g., Form 10-K).
- Review the details of the retroactive stock plan changes to understand potential impacts on equity dilution or compensation expenses.