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

File Number)

(I.R.S. Employer

Identification No.)

20808 State Hwy 71 W, Unit B

Spicewood, Texas

78669

(Address of Principal Executive Offices)

(Zip Code)

(737) 309-4500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LTRY	The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $230.00	LTRYW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2024, the board of directors (the “Board of Directors”) of Lottery.com, Inc. (the “Company”) approved Mr. Warren Macal to the Board of Directors. Macal’s nomination follows the December 2023 $18 million investment commitment from Prosperity Investment Management (“PIM”), subject to due diligence. The investment commitment by PIM is aimed at accelerating Lottery.com’s strategic acquisitions and market development initiatives.

Mr. Macal, currently the Managing Director at PIM and the head of its PIM Motorsport Investment Division, brings more than 15 years of extensive experience in wealth management and strategic financial planning. Specializing in the financial needs of high-net-worth individuals and professional athletes, particularly in the motorsports arena, Macal’s expertise will be invaluable as Lottery.com continues to expand its global reach and product offerings and develops its Sports.com brand, which aims to become the premier destination for sports entertainment, offering an unparalleled array of interactive and engaging sports content.

Mr. Macal will be eligible to participate in the Company’s equity compensation plans commensurate with all other directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lottery.com Inc.

	By:	/s/ Matthew McGahan
	Name:	Matthew McGahan
	Title:	Chief Executive Officer

Date: May 1, 2024

Exhibit No.		Description
99.1		Press Release Dated April 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Lottery.com Inc. filed SEC Form 8-K: Leadership Update