Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) ("Lottery.com" or the
"Company") announces the successful conclusion of its 2023 Annual
Meeting of Stockholders (the “Meeting”), held in a virtual-only
format. The Meeting yielded significant positive outcomes,
instilling confidence in the Company's trajectory among investors
and stakeholders with shareholders embracing the reverse stock
split and showing overwhelming support for the Company's vision.
After the Meeting, the Company’s Board of Directors (the
“Board”) approved a final ratio of 20-for-1 for the reverse stock
split (the “Split”), which was within the parameters approved by
the shareholders. The Split will become effective at 5:01 p.m.
Eastern Time of August 9, 2023. The Company's common stock will
begin trading on a reverse-split adjusted basis at the market open
on August 10, 2023, under the Company's existing trading
symbol "LTRY."
The Split reduces the number of shares of the Company's
outstanding common stock from approximately 50.1 million shares to
approximately 2.5 million shares, subject to adjustment due to the
payment of cash in lieu of fractional shares. As a result of the
Split, proportionate adjustments will be made to the number of
shares of the Company's common stock underlying the Company's
outstanding equity awards, warrants and convertible notes and the
number of shares issuable under the Company's equity incentive
plans and other existing agreements, as well as the exercise or
conversion price, as applicable. There will be no change to the
number of authorized shares.
The preliminary vote tally from the Meeting each of the issues
on the ballot are as follows:
- 99.2% of votes cast to support the election of Kounoupias as a
Class II Director;
- 98.6% of votes cast to ratify the appointment of Yusufali &
Associates, LLC; and
- 87.5% of votes cast to support the proposed reverse stock
split.
As a result, shareholders have indicated that they support the
election of Nick Kounoupias as a Class II Director, bringing
valuable expertise and insights to the Board. Additionally,
shareholders ratified the appointment of Yusufali & Associates,
LLC as the Company's independent registered public accounting firm
for the year ending December 31, 2023, ensuring strong financial
oversight.
In other business, the Board demonstrated a strong display of
unity and alignment by voting to remove the "option to purchase
Sports.com" from the agreement with United Capital Investments
London, Ltd. ("UCIL"). UCIL did not object and affirmed its
commitment to work as true partners with Lottery.com. The Company
will sign the amended agreement with UCIL to eliminate the “option
to purchase Sports.com” effective from the original date of the
agreement. Barney Battles was not able to attend the Board meeting.
As previously disclosed to the market and the Board, Matthew
McGahan has a direct or indirect interest in UCIL and did not vote
on this item.
Expressing his enthusiasm for the Meeting's outcome,
Lottery.com Board Chairman and Interim CEO Matthew McGahan
stated, "The overwhelming support from our shareholders
for the reverse stock split is a very important milestone in the
transformation of our Company. With these positive developments, we
are poised to attract new opportunities and unlock greater
potential for our business. The Board’s decision to remove the
“option to purchase Sports.com” from the UCIL agreement has created
a significant boost in confidence for the Company, its team,
shareholders, and investors, reaffirming UCIL's dedication to
generating value for all stakeholders. We are immensely
grateful for the trust and confidence our shareholders have placed
in us."
He added, “The Company extends its gratitude to
all shareholders who participated in the Meeting and contributed to
these decisions. Lottery.com remains steadfast in its commitment to
delivering innovative solutions, revolutionizing the lottery
industry, monetizing the sports.com domain and maximizing value for
its shareholders and partners.”
Information for LTRY StockholdersAs a result of
the Split, every twenty pre-split shares of common stock
outstanding will become one share of common stock. The Company's
transfer agent, Continental Stock Transfer and Trust Company, will
serve as the exchange agent for the Split. Restricted shares held
by shareholders will be adjusted on a book-entry basis.
Registered stockholders holding pre-split shares of the
Company's common stock electronically in book-entry form are not
required to take any action to receive post-split shares. Those
stockholders who hold their shares in brokerage accounts, that is,
in "street name", will have their positions automatically adjusted
to reflect the Split, subject to each broker's particular
processes, and will not be required to take any action in
connection with the Split.
No fractional shares will be issued in connection with the
Split. Stockholders who otherwise would be entitled to receive
fractional shares will receive a cash payment in lieu of such
fractional shares.
For more information please contact:
ir@lottery.com , or visit:
http://www.lottery.com
About Lottery.com, Inc.
Lottery.com, Inc. is a leading technology
company that is transforming how, where and when lotteries are
played. Its engaging mobile and online platforms enable players and
commercial partners located throughout the United States and other
countries to remotely purchase safe and legally sanctioned lottery
games. Lottery participants look to the Company’s website,
Lottery.com, for compelling, real-time results on over 800 lottery
games from over 40 countries. In all that it does, Lottery.com’s
mission remains the same: an uncompromising passion to innovate,
grow a new demographic of enthusiasts, deliver responsible and
trusted solutions, and promote community and philanthropic
initiatives.
Important Notice Regarding
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). All statements, other than statements of present
or historical fact included in this press release, regarding the
company’s future financial performance, as well as the company’s
strategy, future operations, revenue guidance, projected costs,
prospects, plans and objectives of management are forward-looking
statements. When used in this press release, the words “could,”
“should,” “will,” “may,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “project,” the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on management’s current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, Lottery.com disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date of this press release. Lottery.com cautions you that
these forward-looking statements are subject to numerous risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the control of Lottery.com. In addition,
Lottery.com cautions you that the forward-looking statements
contained in this press release are subject to the following
factors: (i) the outcome of any legal proceedings that may be
instituted against Lottery.com; (ii) the Company’s ability to
maintain effective internal controls over financial reporting,
including the remediation of identified material weaknesses in
internal control over financial reporting relating to segregation
of duties with respect to, and access controls to, its financial
record keeping system, and its accounting staffing levels; (iii)
the effects of competition on Lottery.com’s future business; (iv)
risks related to its dependence on its intellectual property and
the risk that technology could have undetected defects or
errors; (v) changes in applicable laws or regulations; (vi) risks
related to the COVID-19 pandemic or other pandemic and their effect
directly on Lottery.com and the economy generally; (vii) risks
relating to privacy and data protection laws, privacy or data
breaches, or the loss of data; (viii) the possibility that the
Company may be adversely affected by other economic, business,
and/or competitive factors; (ix) the ability of Lottery.com to
achieve its strategic and growth objectives as stated or at all;
and (x) those factors discussed in the proxy statement/prospectus
filed by Lottery.com, Inc. with the U.S. Securities and Exchange
Commission (“SEC”) under the heading “Risk Factors” and the other
documents filed, or to be filed, by the Company with the SEC.
Should one or more of the risks or uncertainties described in this
press release materialize or should underlying assumptions prove
incorrect, actual results and plans could differ materially from
those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact the
operations and projections discussed herein can be found in the
reports that Lottery.com has filed and will file from time to time
with the SEC. These SEC filings are available publicly on the SEC’s
website at www.sec.gov.
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