SEGG / Lottery.com Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Lottery.com Inc.
US ˙ NasdaqGM ˙ US54570M2070

Mga Batayang Estadistika
LEI 5493007X22HUUM7DN509
CIK 1673481
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Lottery.com Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 5, 2025 EX-3.1

CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LOTTERY.COM INC. August 25, 2025

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOTTERY.COM INC. August 25, 2025 Lottery.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corpora

September 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 19, 2025 EX-10.40

Share Purchase and Sale Agreement between Lottery.com and DotCom Ventures Inc. dated July 22, 2025

Exhibit 10.40 SHARE PURCHASE AND SALE AGREEMENT This SHARE PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of July 22, 2025 (the “Effective Date”), by, between, and among LOTTERY.COM INC., a corporation organized and existing under the laws of the State of Delaware, and having its principal office at 5049 Edwards Road, 4th Floor, Fort Worth, Texas 76109 (“Buyer” or “LTRY”

August 19, 2025 EX-10.72

Subscription Agreement Variation Letter between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025

Exhibit 10.72

August 19, 2025 EX-10.74

Third Subscription Agreement Variation Letter between Lottery.com Inc. and Veloce Esports Limited dates as of August 18, 2025

Exhibit 10.74

August 19, 2025 EX-10.7

Subscription Agreement between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025

Exhibit 10.7

August 19, 2025 EX-10.6

Asset Purchase Agreement between Lottery.com and Galaxy Racer Holdings Ltd dated as of July 30, 2025

Exhibit 10.6

August 19, 2025 EX-10.71

Deed of Adherence between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025

Exhibit 10.71

August 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.

August 19, 2025 EX-10.73

Second Subscription Agreement Variation Letter between Lottery.com Inc. and Veloce Esports Limited dates as of July 31, 2025

Exhibit 10.73

August 19, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

August 19, 2025 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

August 19, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

August 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

August 7, 2025 EX-99.1

SEGG Media Completes $10 Million Acquisition of GXR World Sports Platform Transaction Rounds Out $20 Million Month for Company

Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SEGG Media Completes $10 Million Acquisition of GXR World Sports Platform Transaction Rounds Out $20 Million Month for Company Fort Worth, Texas SEGG Media Corporation (NASDAQ: SEGG, LTRYW) (“SEGG Media” or the “Company”), a leading technology company owning Sports.com, Concerts.com, and Lottery.com, today anno

August 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

July 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

July 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

July 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 Lottery.com Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission File (I.R.S. Employer o

July 3, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

July 3, 2025 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Lottery.com Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fil

June 23, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I

June 23, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

June 23, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

June 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

June 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 Lottery.com Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

June 6, 2025 EX-10.1

LOTTERY.COM AND SPORTS.COM BOOST BRAND VISIBILITY THROUGH STRATEGIC EXPANSION IN INDYCAR Extended Partnership with Louis Foster Secures Branding and Marketing Through the End of the 2025 NTT INDYCAR Series

Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 LOTTERY.COM AND SPORTS.COM BOOST BRAND VISIBILITY THROUGH STRATEGIC EXPANSION IN INDYCAR Extended Partnership with Louis Foster Secures Branding and Marketing Through the End of the 2025 NTT INDYCAR Series Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading tec

May 23, 2025 EX-10.2

EX-10.2

Exhibit 10.2

May 23, 2025 EX-10.1

EX-10.1

Exhibit 10.1

May 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Lottery.com Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

May 21, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

May 21, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

May 21, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Employ

May 21, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.c

May 21, 2025 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

May 16, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

May 14, 2025 S-1/A

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

May 14, 2025 CORRESP

May 14, 2025

May 14, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

May 14, 2025 CORRESP

CutLER LAW GROUP

CutLER LAW GROUP M. Richard Cutler, Esq Admitted in California & Texas Corporate Securities Law May 14, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed May 14, 2025 File No. 333-286503 Gentlemen and Ladies: As you are aware we represent Lottery.com, Inc.

May 13, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385

May 13, 2025 EX-97.1

Executive Clawback Policy effective December 1, 2023

Exhibit 97.1

May 13, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

May 9, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

May 8, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

May 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Lottery.com Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File N

May 7, 2025 S-1/A

As filed with the Securities and Exchange Commission on May 7, 2025

As filed with the Securities and Exchange Commission on May 7, 2025 Registration No.

May 7, 2025 CORRESP

CutLER LAW GROUP May 7, 2025

CutLER LAW GROUP May 7, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 25, 2025 File No. 333-286503 Gentlemen and Ladies: Please be advised that we represent Lottery.com, Inc. (the “Company”) with respect to the above-referenced filing. We are in r

May 2, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File N

April 25, 2025 S-1/A

As filed with the Securities and Exchange Commission on April 24, 2025

As filed with the Securities and Exchange Commission on April 24, 2025 Registration No.

April 24, 2025 CORRESP

April 24, 2025

CutLER LAW GROUP PAGE 1 OF 1 April 24, 2025 Securities and Exchange Commission 100 F.

April 22, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

April 22, 2025 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

April 22, 2025 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 22, 2025 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 22, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

April 22, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

April 22, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM I

April 21, 2025 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

April 21, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

April 21, 2025 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 21, 2025 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 21, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

April 21, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

April 21, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM INC

April 15, 2025 S-1/A

As filed with the Securities and Exchange Commission on April 14, 2025

As filed with the Securities and Exchange Commission on April 14, 2025 Registration No.

April 15, 2025 EX-FILING FEES

Filing Fee Table (incorporated by reference to Exhibit 107 of the Amendment No. 1 to Registration Statement on Form S-1 filed by Lottery.com with the SEC on April 14, 2025)

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Primary Offering: Common Stock, par value $0.

April 11, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

April 11, 2025 EX-10.31

Stock Purchase Agreement and Common Stock Purchase Warrant by and between Lottery.com Inc. and Generating Alpha Limited, dated November 13, 2024 (incorporated by reference to Exhibit 10.31 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on April 11, 2025)

Exhibit 10.31 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 13th day of November 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Lottery.com Inc., a Delaware company with principal executive offices at 5049 Edwards Ranch Road, 4th Floor, Fort Worth, Texas 76109 (the “Company”). WHEREAS, the parties desire that,

April 11, 2025 S-1

As filed with the Securities and Exchange Commission on April 11, 2025

As filed with the Securities and Exchange Commission on April 11, 2025 Registration No.

April 9, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

April 9, 2025 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

April 9, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

April 9, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

April 9, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

April 9, 2025 EX-21.1

List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware

April 9, 2025 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 9, 2025 EX-10.28

Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat

April 9, 2025 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

March 11, 2025 EX-10.1

Press Release Dated March 6, 2025

Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 LOTTERY.COM INC ENTERS INTO STOCK PURCHASE AGREEMENT WITH PLUSEVO LTD. NEW TECHNOLOGY PLATFORM TO SUPPORT GLOBAL LOTTERY EXPANSION Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports entertainment, announces that

March 11, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

March 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

February 24, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

February 12, 2025 EX-10.1

Soccerex Sponsorship Agreement Dated February 6, 2025

Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SPORTS.COM ENTERS INTO MULTI-YEAR PARTNERSHIP AGREEMENT WITH SOCCEREX COMPANY EYES THE POTENTIAL FOR UK FOOTBALL CLUB ACQUISITION Fort Worth, Texas – Sports.com, a global leader in digital sports entertainment and a key brand of Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), announces

February 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of

February 12, 2025 EX-10.2

Press Release Dated February 11, 2025

Exhibit 10.2

February 10, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

February 10, 2025 RW

February 10, 2025

CUTLER LAW GROUP PAGE 1 OF 1 February 10, 2025 Securities and Exchange Commission 100 F.

February 10, 2025 AW

February 10, 2025

CUTLER LAW GROUP PAGE 1 OF 1 February 10, 2025 Securities and Exchange Commission 100 F.

January 30, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

January 17, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

January 16, 2025 POS AM

As filed with the Securities and Exchange Commission on January 15, 2025

As filed with the Securities and Exchange Commission on January 15, 2025 Registration No.

January 15, 2025 AW

January 6, 2025

CutLER LAW GROUP January 6, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 Filed December 26, 2024 File No. 333-281925 Gentlemen and Ladies: Lottery.com Inc. hereby withdraws Post-Effective Amendment No. 1 to its Form S-1 Registration Statement,

December 26, 2024 POS AM

As filed with the Securities and Exchange Commission on December 26, 2024 Post-Effective Amendment No. 1 to the Registration Statement No. 333-281925 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No.

As filed with the Securities and Exchange Commission on December 26, 2024 Post-Effective Amendment No.

December 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

December 26, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

EX-10.26 2 ex10-26.htm Exhibit 10.26 Dated 8 August 2023 Amendment and Restatement Agreement in respect of a Loan Agreement originally dated 26 July 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower Table of Contents Page 1. Definitions and Interpretation 1 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Representations and

December 26, 2024 EX-10.31

Stock Purchase Agreement and Common Stock Purchase Warrant by and between Lottery.com Inc. and Generating Alpha Limited, dated November 13, 2024

Exhibit 10.31 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 13th day of November 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Lottery.com Inc., a Delaware company with principal executive offices at 5049 Edwards Ranch Road, 4th Floor, Fort Worth, Texas 76109 (the “Company”). WHEREAS, the parties desire that,

December 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 Lottery.com Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

December 16, 2024 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer o

December 16, 2024 EX-10.60

Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd.

Exhibit 10.60

December 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2024 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lot

December 16, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

November 29, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

November 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d851843dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Lottery.com I

November 14, 2024 SC 13G/A

DE:6V80 / LOTTERY COM INC / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d851843dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lottery.com Inc (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 54570M116 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

November 14, 2024 SC 13G/A

LTRY / Lottery.com Inc. / Citadel Securities GP LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2427250d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Lottery.com Inc. (Name of Issuer) Common stock, $0.001 par value per share (the “Shares”) (Title

November 1, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

October 15, 2024 CORRESP

October 15, 2024

October 15, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

October 10, 2024 S-1/A

As filed with the Securities and Exchange Commission on October 10, 2024

As filed with the Securities and Exchange Commission on October 10, 2024 Registration No.

October 8, 2024 S-1/A

As filed with the Securities and Exchange Commission on October 8, 2024

As filed with the Securities and Exchange Commission on October 8, 2024 Registration No.

September 27, 2024 CORRESP

September 27, 2024

September 27, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

September 26, 2024 S-1/A

As filed with the Securities and Exchange Commission on September 25, 2024

As filed with the Securities and Exchange Commission on September 25, 2024 Registration No.

September 26, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited. (incorporated by reference to Exhibit 10.27of Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 26, 2024)

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

September 26, 2024 EX-FILING FEES

Filing Fee Table (incorporated by reference to Exhibit 107 of Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 24, 2024)

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

September 26, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd. $30,000,000 Promissory Note dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.30 of Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 26, 2024)

Exhibit 10.30

September 26, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.26 Post Effective Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on January 13, 2025)

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

September 26, 2024 CORRESP

September 26, 2024

September 26, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

September 25, 2024 CORRESP

September 25, 2024

CutLER LAW GROUP M. Richard Cutler, Esq Corporate Securities Law Admitted in Texas September 25, 2024 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Registration Statement on Form S-1 Filed September 24, 2024 File No. 333-281925 Gentlemen and Ladies: Please be advised that we represent Lottery.com, Inc. (the “Company”

September 24, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385

September 20, 2024 RW

September 13, 2024

September 13, 2024 United States Securities and Exchange Commission Division of Corporate Finance 100 F St NE Washington, DC 20549 Re: Lottery.

September 13, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

September 4, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd. lender (incorporated by reference to Exhibit 10.30 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 3, 2024).

Exhibit 10.30

September 4, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.26 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 3, 2024).

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

September 4, 2024 S-1

As filed with the Securities and Exchange Commission on September 3, 2024

As filed with the Securities and Exchange Commission on September 3, 2024 Registration No.

September 4, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited lender (incorporated by reference to Exhibit 10.27 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 3, 2024).

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

September 4, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

September 3, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

September 3, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

September 3, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 ☐ TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

September 3, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

September 3, 2024 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Dated 11 September 2023 Share purchase agreement amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

August 29, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

August 29, 2024 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Lottery.com Inc. (the “Company” or the “Registrant”) entered into a Stock Purchase Agreement (the “Agreement”) effective September 28, 2023, with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”). Nook with its

August 20, 2024 EX-10.1

Share Purchase and Sale Agreement

Exhibit 10.1

August 20, 2024 EX-10.2

Press Release Dated August 14, 2024

Exhibit 10.2 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669-6824 LOTTERY.COM FINALIZES ACQUISITION OF S&MI LTD LONDON, August 14, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider announces the finalization of the acquisition of S&MI Ltd., the technology company behind the SportLocker brand and app,

August 20, 2024 EX-10.3

Press Release Dated August 20, 2024

Exhibit 10.3 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM FINALIZES AGREEMENT TERMS FOR S&MI LTD ACQUISITION LONDON, August 20, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider, is pleased announce it has finalized terms for the acquisition of S&MI Ltd. (“S&MI”), the innovative t

August 20, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.

August 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

June 21, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 LOTTERY.

June 6, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

June 6, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

June 6, 2024 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Dated 11 September 2023 Share purchase agreement amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

June 6, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

June 6, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

June 4, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

June 4, 2024 EX-10.28

Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat

June 4, 2024 EX-21.1

List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware

June 4, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

June 4, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

June 4, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

June 4, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

June 4, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

June 4, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

May 20, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

May 20, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

May 20, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.c

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

May 13, 2024 EX-99.1

LOTTERY.COM ANNOUNCES APPOINTMENT OF NEW STRATEGIC FINANCIAL ADVISER TO ACCELERATE AND EXPAND GLOBAL REACH AND ACQUISITION STRATEGY

Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM ANNOUNCES APPOINTMENT OF NEW STRATEGIC FINANCIAL ADVISER TO ACCELERATE AND EXPAND GLOBAL REACH AND ACQUISITION STRATEGY NYC, May 13, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW), a leading technology company transforming how, where, and when lottery and sports media content is delivered, today

May 13, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File N

May 1, 2024 EX-99.1

LOTTERY.COM, INC. NOMINATES WARREN MACAL TO ITS BOARD OF DIRECTORS

Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM, INC. NOMINATES WARREN MACAL TO ITS BOARD OF DIRECTORS AUSTIN, Texas – April, 22, 2024 – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in the lottery and gaming sector, is pleased to announce the nomination of Warren Macal to its Board of D

May 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 Lottery.com Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 10, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

April 3, 2024 EX-21.1

List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware

April 3, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 3, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 3, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM INC

April 3, 2024 EX-10.28

Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat

April 3, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

February 22, 2024 EX-10.2

Amended and Restated Loan Agreement, dated August 18, 2024, as further amended and restated on February 16, 2024, by and between Lottery.com Inc. and United Capital Investments London Limited

Exhibit 10.2 Schedule 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower Amended and Restated Loan Agreement originally dated 26 July, as amended and restated on 8 August 2023 and as further amended and restated on February 2024 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 6 3. Purpose 10 4. Repayment 10 5.

February 22, 2024 EX-10.1

Amendment and Restatement Agreement No.2, dated February 16, 2024, to Amended and Restated Loan Agreement, dated August 18, 2024, by and between Lottery.com Inc. and United Capital Investments London Limited

Exhibit 10.1 Execution version Dated February 2024 Amendment and Restatement Agreement No. 2 in respect of a Loan Agreement originally dated 26 July 2023 and subsequently amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower Table of Contents Page 1. Definitions and Interpretation 1 2. Amendment and Restatement of the Loan

February 22, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

February 21, 2024 EX-99.1

Sports.com Unveils Its New Sports Entertainment Platform

Exhibit 99.1 Sports.com Unveils Its New Sports Entertainment Platform AUSTIN, Texas, Feb. 15, 2024 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider announces the strategic acquisition of S&MI Ltd. (“SportLocker”). As part of the acquisition, SportLocker, rebranded as Sports.com, will immediately launch as a premi

February 21, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

February 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm245745d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Lottery.com Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934, as amen

February 14, 2024 SC 13G

US54570M2070 / LOTTERY.COM INC / Citadel Securities GP LLC - SC 13G Passive Investment

SC 13G 1 tm245745d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Lottery.com Inc. (Name of Issuer) Common stock, $0.001 par value per share (the “Shares”) (Title of Clas

February 14, 2024 SC 13G

DE:6V80 / LOTTERY COM INC / BALYASNY ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 d753236dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Lottery.com Inc (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 54570M116 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d753236dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Lottery.com I

February 13, 2024 S-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 81-1996183 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 20808

February 13, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(5) Primary Offering: Common Stock, par value $0.

February 9, 2024 EX-99.1

Lottery.com Inc. Enters Into Purchase Agreement With WA.Technology to Expand Global Reach

Exhibit 99.1 Lottery.com Inc. Enters Into Purchase Agreement With WA.Technology to Expand Global Reach LONDON, Feb. 07, 2024 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider announces a software purchase agreement (the “Agreement”) with WA.Technology, a prominent B2B iGaming solutions provider. The announcement w

February 9, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

February 6, 2024 8-K/A

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorpo

December 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 Lottery.com Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

December 12, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

December 12, 2023 EX-99.1

Lottery.com Announces Leadership Team Appointments to Spearhead Global Expansion

Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 Lottery.com Announces Leadership Team Appointments to Spearhead Global Expansion AUSTIN, Texas December 11, 2023 — (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company that is transforming how, where and when the lottery is played, today an

December 7, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorpo

December 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 Lottery.com Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

December 7, 2023 EX-99.1

Lottery.com, Inc. Receives Expected Notice from Nasdaq Filing Deficiency Cured

Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 Lottery.com, Inc. Receives Expected Notice from Nasdaq Filing Deficiency Cured Austin, Texas December 4, 2023 — On December 1, 2023, Lottery.com, Inc. (the “Company”) received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the filing deficiency of

December 6, 2023 EX-99.1

Lottery.com, Inc. Receives Expected Notice from Nasdaq Filing Deficiency Cured

Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 Lottery.com, Inc. Receives Expected Notice from Nasdaq Filing Deficiency Cured Austin, Texas December 4, 2023 — On December 1, 2023, Lottery.com, Inc. (the “Company”) received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the filing deficiency of

December 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Lottery.com Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

November 30, 2023 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Lottery.com Inc. (the “Company” or the “Registrant”) entered into a Stock Purchase Agreement (the “Agreement”) effective September 28, 2023, with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”). Nook with its

November 30, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lotte

November 17, 2023 EX-99.1

Lottery.com, Inc. Shareholders Vote to Approve Issuances of Capital Stock and Warrants

Exhibit 99.1 20808 State HWY 71W STE B Spicewood, TX 78669 Lottery.com, Inc. Shareholders Vote to Approve Issuances of Capital Stock and Warrants AUSTIN, Texas, November 17, 2023 — Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or the “Company”) conducted a Special Meeting of Shareholders (the “Meeting”) in a virtual-only format on November 17, 2023 wherein shareholders of record as of Nov

November 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 Lottery.com Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M 207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

November 7, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 26, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

October 25, 2023 EX-3.1

Second Amended and Restated Bylaws of Lottery.com, Inc.

Exhibit 3.1 Second Amended and Restated Bylaws of Lottery.com Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedures fo

October 25, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2023 LOTTERY.

October 11, 2023 EX-10.1

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-8 filed by Lottery.com with the SEC on October 11, 2023).

Exhibit 10.1 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Employ

October 11, 2023 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOTTERY.COM, INC. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LOTTERY.COM, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 81-1996183 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 20808 State Hwy 71 W, Spicewood, TX 78669 (Address of Principal Executive

October 11, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.

October 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 LOTTERY.COM, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 LOTTERY.

August 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 LOTTERY.COM INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 LOTTERY.

August 24, 2023 EX-10.1

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on August 24, 2023).

Exhibit 10.1 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Amen

August 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.co

August 22, 2023 EX-10.3

Amended and Restated Loan Agreement, dated as of August 8, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on August 22, 2023).

Exhibit 10.3 Dated 8 August 2023 Amendment and Restatement Agreement in respect of a Loan Agreement originally dated 26 July 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower Table of Contents Page 1. Definitions and Interpretation 1 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Representations and Warranties 2 5. Costs an

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M 207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

August 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 LOTTERY.COM, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 LOTTERY.

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Lottery.com Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 10, 2023 EX-3.1

Certificate of Amendment to Lottery.com Inc.’s Second Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOTTERY.COM INC. August 9, 2023 Lottery.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corpora

August 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 LOTTERY.COM INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 LOTTERY.

August 1, 2023 EX-10.1

Loan Agreement, dated as of July 26, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on August 1, 2023).

Exhibit 10.1 United Capital Investments London Limited as Lender and Lottery.com, Inc. as Borrower Loan Agreement 26 July 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrower’s undertakings 12 7. Default 15 8. Events of default 15 9. Conversion 17 10. Warrants 20 11. Sports Option 20 12. Noti

July 20, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 LOTTERY.

July 20, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

June 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

June 16, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.c

June 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM INC

June 15, 2023 EX-10.28

Amendment and Restatement Agreement in respect of Loan Agreement (Deed), dated as of June 12, 2023, between Lottery.com and Woodford Eurasia Assets Ltd. (incorporated by reference to Exhibit 10.28 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on June 15, 2023).

Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat

June 15, 2023 EX-21.1

List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware

June 15, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 13, 2023 EX-99.1

Letter from Nasdaq dated June 8, 2023

Exhibit 99.1

June 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 LOTTERY.COM, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 LOTTERY.

May 24, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lotte

May 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.co

May 22, 2023 EX-10.1

Business Loan Agreement dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.1

May 22, 2023 EX-10.2

$30,000,000 Promissory Note dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.2

May 15, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38508 L

May 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 LOTTERY.COM, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 LOTTERY.

May 12, 2023 EX-99.1

Sent via electronic delivery

Exhibit 99.1 Sent via electronic delivery May 8, 2023 Mr. David Loev The Loev Law Firm, PC Lottery.com, Inc. 20808 State Hwy 71 W, Unit B Spicewood, TX 78669 RE: Lottery.com, Inc. (Symbols: LTRY, LTRYW) Nasdaq Listing Qualifications Hearings Docket No. NQ 6576N-23 Dear Mr. Loev: The Nasdaq Hearings Panel (“Panel”) grants the request of Lottery.com, Inc. (the “Company”) to continue its listing on T

May 10, 2023 EX-10.25

Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023).

Exhibit 10.25 Lottery.com Inc as Company in favour of WOODFORD EURASIA ASSETS LTD as Security Holder LOAN AGREEMENT DEED, DEBETURE DEED AND SECURIZATION Date: 7 December 2022 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Payment of Secured Obligations 5 3. Floating Charge and Assignments 5 4. Crystallisation of floating charge 6 5. Perfection of security 6 6. Further Assurance 7 7. N

May 10, 2023 EX-10.24

Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023).

Exhibit 10.24 CONFIDENTIAL Execution version WOODFORD EURASIA ASSETS LTD as Lender and LOTTERY.COM INC as Borrower LOAN AGREEMENT (DEED) Date: 7 December 2022 Contents Clause Page 1. Definitions and Interpretation 2 2. Loan 6 3. Purpose 10 4. Repayment 11 5. Borrower’s Representations and Warranties 12 6. Borrower’s Undertakings 13 7. Security 15 8. Default 16 9. Events of Default 16 10. Conversio

May 10, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

April 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 LOTTERY.COM, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 LOTTERY.

April 10, 2023 EX-99.1

LOTTERY.COM ANNOUNCES APPOINTMENT OF NEW INDEPENDENT DIRECTOR AND NOTICE FROM NASDAQ RELATED TO DELAYED ANNUAL FORM 10-K FILING

Exhibit 99.1 LOTTERY.COM ANNOUNCES APPOINTMENT OF NEW INDEPENDENT DIRECTOR AND NOTICE FROM NASDAQ RELATED TO DELAYED ANNUAL FORM 10-K FILING Spicewood, Texas April 10, 2023 — (NEWSWIRE) – Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) (the “Company” or “Lottery.com”) announces it has appointed experienced attorney, Nick Kounoupias, as an independent member of the Company’s Board of Directors. The appoint

April 7, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M108 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

March 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 LOTTERY.COM, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 LOTTERY.

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 LOTTERY.COM, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 LOTTERY.

March 15, 2023 EX-17.1

Resignation Letter of Naila Chowdhry, dated March 9, 2023

Exhibit 17.1

March 1, 2023 EX-99.1

Lottery.com, Inc. Announces Efforts Underway to Regain Compliance, Receipt of Staff Delisting Determination from Nasdaq; Intends to Request Hearing

Exhibit 99.1 Lottery.com, Inc. Announces Efforts Underway to Regain Compliance, Receipt of Staff Delisting Determination from Nasdaq; Intends to Request Hearing AUSTIN, Texas, March 1, 2023 — (NEWSWIRE) – Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or “the Company”), today announced that on February 23, 2023, the Company received a determination letter from The Nasdaq Stock Market LLC (

March 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023 LOTTERY.COM, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023 LOTTERY.

February 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2023 LOTTERY.COM, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2023 LOTTERY.

December 9, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 LOTTERY.COM, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 LOTTERY.

November 30, 2022 EX-99.1

Lottery.com Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Reports on Form 10-Q

Exhibit 99.1 Lottery.com Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Reports on Form 10-Q Austin, Texas November 30, 2022 – As previously disclosed in the Lottery.com Inc. (the “Company”) Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2022, the Company has not yet finalized its review of its fi

November 30, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2022 LOTTERY.COM, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2022 LOTTERY.

November 23, 2022 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 LOTTERY.

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