What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-03 compared with 2023-06-15 · 392 added, 329 removed, 205 unchanged (78% of the section changed)

and Recent Developments

were originally formed as a Delaware corporation on March 17, 2016, for the purpose of effecting a merger, share exchange, asset acquisition,

stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses.

On October 29, 2021,

we consummated a business combination (the “Business Combination”) with AutoLotto, Inc.

(“AutoLotto”).

the closing of the Business Combination (the “Closing”) we changed our name from “Trident Acquisitions Corp.”

to “Lottery.com Inc.” and the business of AutoLotto became our business.

Unless the context requires otherwise, references

to the “Company,” “we,” “us,” “our,” “Lottery.com” and “Lottery.com

Inc.” refer to Lottery.com Inc.

and its consolidated subsidiaries after the Closing.

July 6, 2022, the Company announced that the Audit Committee (the “Audit Committee”) of the board of directors of the Company

(the “Board”) had retained outside counsel to conduct an independent investigation that revealed instances of non-compliance

with state and federal laws concerning the states in which lottery tickets were procured as well as order fulfillment.

The investigation

also identified issues pertaining to the Company’s internal accounting controls (the “Internal Investigation”).

a report on the filings of the Internal Investigation, on June 30, 2022, the Board terminated the employment of Ryan Dickinson as the

Company’s President, Treasurer and Chief Financial Officer, effective July 1, 2022.

Subsequently, the Company initiated a review

of its cash balances and related disclosures as well as its revenue recognition processes and other internal accounting controls.

July 20, 2022, Armanino LLP (“Armanino”), the Company’s registered independent public accountant for the fiscal years

were originally formed as Trident Acquisition Corp., a Delaware corporation on March 17, 2016, for the purpose of effecting a merger,

share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or

more businesses.

On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto,

(“AutoLotto”).

Following the closing of the Business Combination (the “Closing”) we changed our name from

“Trident Acquisitions Corp.”

to “Lottery.com Inc.”

and the business of AutoLotto became our business.

the context requires otherwise, references to the “Company,”

“we,”

“us,”

“our,”

“Lottery.com”

and “Lottery.com Inc.”

refer to Lottery.com Inc.

and its consolidated subsidiaries.

July 6, 2022, the Company announced that the Audit Committee (the “Audit Committee”) of the board of directors of the

Company (the “Board”) had retained outside counsel to conduct an independent investigation that revealed instances of

non-compliance with state and federal laws concerning the states in which lottery tickets were procured as well as order

The investigation also identified issues pertaining to the Company’s internal accounting controls (the

“Internal Investigation”).

Following a report on the filings of the Internal Investigation, effective July 1, 2022 the

Board terminated the employment of Ryan Dickinson as the Company’s President, Treasurer and Chief Financial Officer.

Subsequently, the Company initiated a review of its cash balances and related disclosures as well as its revenue

recognition processes and other internal accounting controls.

July 20, 2022, Armanino LLP (“Armanino”), the Company’s registered independent public accountant for the fiscal years

ended December 31, 2021 and 2022, advised the Company that its audited financial statements of for the year ended December 31, 2021 (the

“2021 Audit”) and the unaudited financial statements for the quarter ended March 31, 2022 (the “March 2022 Financials”),

should no longer be relied upon.

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existing obligations, including its payroll and related obligations, due to a significant misstatement of our cash balances.

following day, on July 29, 2022, the Company effectively ceased operations (the “Operational Cessation”), when it furloughed

the majority of its employees and generally suspended its lottery game sales.

The Company’s remaining employees were limited to

the heads of the product, information technology and human resources teams as well as the entire legal and compliance team.

The Company’s remaining employees were limited to

the heads of the product, information technology and human resources teams as well as the legal and compliance team.

week, several additional employees were recalled from furlough.

All non-furloughed employees were retained, at the discretion of the

Company’s then Chief Operating Officer and Chief Legal Officer, to provide the minimal business functions needed to address the

Company’s legal and compliance issues and to secure necessary funding to resume the Company’s operations.

Company’s then Chief Operating Officer and Chief Legal Officer to provide the minimal business functions needed to address the

Company’s legal and compliance issues and to secure necessary funding to resume the Company’s operations.

Less than half

of these non-furloughed employees remain active in the efforts to restore Company operations and as of March 31, 2023, approximately

$1.9 million in outstanding payroll obligations remain unpaid.

September 27, 2022, Armanino resigned as the independent registered public accounting firm of the Company, effective immediately.

October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC, (“Yusufali”) as the Company’s

of these non-furloughed employees remain active in the efforts to restore Company operations and as of December 31, 2023, approximately

$1.9 million in outstanding payroll and other employee and director compensation obligations remain unpaid.

September 27, 2022, Armanino resigned as the independent registered public accounting firm of the Company.

October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC, (“Yusufali”) as the Company’s

new independent registered public accounting firm.

the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations on restarting certain

of its core businesses (as described in more detail under “- Plans for Recommencement of Company Operations ” below),

completing the restatements of the Company’s 2021 Audit and March 2022 Financials and preparing and filing the Company’s

of its core businesses (as described in more detail under “- Plans for Recommencement of Company Operations ”

completing the restatements of the Company’s 2021 Audit and March 2022 Financials and preparing and filing the Company’s

delinquent periodic reports, including Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the year ended December

31, 2021, which the Company filed on May 10, 2023, Amendment No.

1 to the Company’s Quarterly Report on Form 10-Q/A for the three

months ended March 31, 2022, which the Company filed on May 15, 2023, the Company’s Quarterly Reports on Form 10-Q for the three

months ended June 30, 2022 and September 30, 2022, which the Company filed on May 22 and 24, 2023, respectively, the Company’s

Quarterly Report on Form 10-Q for the three months ended March 31, 2023, and this Report.

March 23, 2023, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal a determination

by the Listing Qualifications department (the “Staff”) of Nasdaq dated February 23, 2023, to delist the Company’s securities

At the hearing before the Panel on April 24, 2023, the Company presented its plan to complete the restatement of its financial

statements for the fiscal year ended December 31, 2021, and the subsequent quarter ended March 31, 2022, and to file the amended periodic

reports and all subsequent required filings with the SEC.

The Company requested the continued listing of its securities on Nasdaq pending

the completion of its compliance plan.

letter dated May 8, 2023, the Panel granted the Company’s request for continued listing, on an interim basis, subject to the Company

1 to the Company’s Quarterly Report on Form 10-Q/A for the three

months ended March 31, 2022, which the Company filed on May 15, 2023, the Company’s Quarterly Reports on Form 10-Q for the three

months ended June 30, 2022 and September 30, 2022, which the Company filed on May 22 and 24, 2023, respectively, the Company’s

Quarterly Report on Form 10-Q for the three months ended March 31, 2023, June 30, 2023, September 30, 2023, filed on June 16, 2023, August

22, 2023, and November 30, 2023 respectively, and this Report.

March 23, 2023, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal a determination

by the Listing Qualifications department (the “Staff”) of Nasdaq dated February 23, 2023, to delist the Company’s

securities from Nasdaq.

The Company was non-complaint with Nasdaq Listing Requirements 5550(a)(2) (the “Bid Price

Requirement”) and 5250(c)(1) (the “Timely Filing Requirement.”) At the hearing before the Panel on April 24, 2023,

the Company presented its plan to complete the restatement of its financial statements for the fiscal year ended December 31, 2021,

and the subsequent quarter ended March 31, 2022, and to file the amended periodic reports and all subsequent required filings with

The Company requested the continued listing of its securities on Nasdaq pending the completion of its compliance

letter dated May 8, 2023, the Panel granted the Company’s request for continued listing, on an interim basis, subject to the Company

submitting financial projections for fiscal 2023 and filing the restated financial statements for the fiscal year ended December 31,

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letter dated May 24, 2023, the Panel notified the Company that it had determined to suspend trading and otherwise move to delist the

Company’s securities from Nasdaq effective with the open of the market on May 26, 2023.

The Company’s securities were suspended

Company’s securities from Nasdaq effective with the open of the market on May 26, 2023.

The Company’s securities were suspended

from trading on that date but the securities were not delisted because the Company thereafter requested that the Panel reconsider its

determination to delist the Company’s securities from Nasdaq based upon what the Company believed to be mistakes of material fact

upon which the Panel had based its decision.

June 8, 2023, the Panel notified the Company that it had determined to reverse its prior decision and grant the Company’s request

for continued listing subject to the Company’s timely compliance with a number of conditions ultimately expiring on August 17,

2023, on which date the Company must satisfy all applicable criteria for continued listing on Nasdaq (the “June 8 th

As a result of the foregoing, the suspension from trading ceased and the Company’s securities were reinstated

June 8, 2023, the Panel notified the Company that it had determined to reverse its prior decision and grant the Company’s request

for continued listing subject to the Company’s timely compliance with a number of conditions ultimately expiring on August 17,

2023, on or before which date the Company must satisfy all applicable criteria for continued listing on Nasdaq (the “June 8 th

Decision”).

As a result of the foregoing, the suspension from trading ceased and the Company’s securities were reinstated

for trading on Nasdaq effective with the open of the market on June 15, 2023.

See “ Risk Factors - Risks Related to Our Common

Stock and Warrants - We are not currently in compliance with the continued listing standards of Nasdaq and may not be able to regain

compliance with Nasdaq’s continued listing standards in the future ” for more information.

Risk Factors - Risks Related to Our Common

Stock and Warrants We are currently in compliance with the continued listing standards of Nasdaq, except for meeting their requirements

for the market value of our publicly-held shares, and may not be able to regain full compliance with Nasdaq’s continued listing

standards in the future ”

for more information.

Agreement with Woodford

December 7, 2022, the Company entered into a loan agreement (the “Loan Agreement”) with Woodford Eurasia Assets, Ltd.

(“Woodford”),

pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions and requirements, of

which $300 thousand was received by December 31, 2022 and is owed pursuant to the terms of the Loan Agreement.

Amounts borrowed accrue

interest at the rate of 12% per annum (or 22% per annum upon the occurrence of an event of default) and are due within 12 months of the

date of each loan.

Amounts borrowed can be repaid at any time without penalty.

borrowed pursuant to the Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock,

par value $0.001 per share (the “common stock”), beginning 60 days after the first loan date at the rate of 80% of the lowest

publicly available price per share of common stock within 10 business days of the date of the Loan Agreement (which was equal to $0.28

per share), subject to a 4.99% beneficial ownership limitation and a separate limitation preventing Woodford from holding more than 19.99%

of the issued and outstanding common stock of the Company, without the Company obtaining shareholder approval for such issuance.

to the Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M.

Cohen, Lawrence Anthony DiMatteo

and William Thompson, all of whom resigned from the Board in September 2022), and the appointment of two new independent directors.

loans under the Loan Agreement also require the Company to comply with all listing requirements, unless waived by Woodford.

Agreement also allows Woodford to nominate another director to the Board of Directors, in the event any independent member of the Board

of Directors resigns.

of the loans can only be used by to restart the Company’s operations and for general corporate purposes agreed to by Woodford.

Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are customary

for a transaction of this size and nature.

Included in the Loan Agreement are covenants prohibiting us from (a) making any loan in excess

of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which consent may not be unreasonably

December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd.

(“Woodford”), (the

“Woodford Loan Agreement”), pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject

to certain conditions and requirements.

Pursuant to such Woodford Loan Agreement the Company received $991,000 by December 31, 2023.

Woodford failed to meet its obligations under the Woodford Loan Agreement and the Company removed itself from any further obligation

under Agreement or association with Woodford.

Woodford subsequently filed a complaint in the High Court of Justice in London

chancery Division.

October 16, 2023, The High Court of Justice in London Chancery Division (“the Court”) dismissed an

application for injunctive relief initiated by Woodford against the Company.

FL-2023-000023.

Woodford Eurasia Assets Limited

v Lottery.com Inc.) The Court characterized Woodford’s application as “fundamentally misconceived”

and ordered Woodford

to pay the Company’s legal costs.

Woodford subsequently, on the Judges’

recommendation, withdrew the

filed an additional action in the United States District Court for the District of Delaware on February 14, 2024 in Case No.

Woodford subsequently filed a Notice of Voluntary Dismissal Without Prejudice was filed by Woodford in the, which stated that Woodford

provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com and its directors.

the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time.

The Company is

determining its next course of action in resolving any further matters regarding Woodford.

borrowed pursuant to the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s

common stock, par value $0.001 per share (the “common stock”), beginning 60 days after the first loan date at the rate

of 80% of the lowest publicly available price per share of common stock within 10 business days of the date of the Loan Agreement

(which was equal to $5.60 per post-reverse split share), subject to a 4.99% beneficial ownership limitation which can be waived on

60 days notice and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common

stock of the Company, without the Company obtaining shareholder approval for such issuance above this amount.

to the Woodford Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M.

Cohen, Lawrence

Anthony DiMatteo and William Thompson), all of whom resigned from the Board in September 2022, and the appointment of two new

independent directors.

Subsequent loans under the Woodford Loan Agreement also required the Company to comply with all NASDAQ

listing requirements, unless waived by Woodford.

The Woodford Loan Agreement also allows Woodford to nominate another director to

the Board of Directors, in the event any independent member of the Board of Directors resigns.

of the loans can only be used by the Company to restart its operations and for general corporate purposes agreed to by Woodford.

Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, all of

which are customary for a transaction of this size and nature.

Included in the Loan Agreement are covenants prohibiting us from (a)

making any loan in excess of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which

consent may not be unreasonably withheld;

(b) selling more than $1 million in assets;

(d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million;

or restating our governing documents;

perform our obligations under the Loan Agreement;

(d) encumbering any assets, except in the normal course of business, and not in an

amount to exceed $1 million;

(e) amending or restating our governing documents;

(f) declaring or paying any dividend;

(g) issuing any shares which negatively affects Woodford;

any shares which negatively affects Woodford;

and (h) repurchasing any shares.

Company also agreed to grant warrants to purchase shares of common stock to Woodford (the “Woodford Warrants”) in an amount

equal to 15% of the Company’s 50,925,271 issued and outstanding shares of common stock.

Each Woodford Warrant has an exercise price

equal to the average of the closing price of the Company’s common stock for each of the ten days prior to the first amount being

debited from the bank account of Woodford, which equates to an exercise price of $0.28 per share.

Company also agreed to grant warrants to purchase shares of common stock to Woodford (the “Woodford Warrants”) in an amount

equal to 15% of the Company’s 50,925,271 then issued and outstanding shares of common stock (the quantity of stock then issued

and outstanding prior to the 1:20 reverse stock split of August 9, 2023).

Each Woodford Warrant has an exercise price equal to the average

of the closing price of the Company’s common stock for each of the ten days prior to the first amount being debited from the bank

account of Woodford, which equates to an exercise price of $5.60 per post-reverse split share.

In the event the Company fails to repay

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by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount (i.e., will

equal $0.21 per share).

connection with our entry into the Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization,

with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest over all

present and future assets of the Company in order to secure the repayment of amounts owed under the Loan Agreement.

The floating charge

may be converted into a fixed charge upon the occurrence of certain events including:

an event of default;

if Woodford reasonably believes

that any secured property may be in jeopardy or danger of being seized or sold;

or if Woodford reasonably considers that it is desirable

to protect its security interest.

The floating charge may be automatically converted into a fixed charge upon the occurrence of certain

other events.

The Security Agreement prohibits the Company from providing any other security interest over our assets, even if secondary

to Woodford, while the amounts borrowed under the Loan Agreement remain unpaid.

On June 12, 2023, the Company entered into an amendment of its Loan Agreement

with Woodford (the “Loan Agreement Amendment”).

The Loan Agreement Amendment provides that Woodford shall henceforth be able

to convert, in whole or in part, the outstanding balance of its loan into the conversion shares at a conversion price that represents

a further 25% discount to the original conversion price of 20%.

All other terms and conditions of securitization remain in full force

equal to $4.20 per share).

connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and

Securitization, with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security

interest over all present and future assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan

The floating charge may be converted into a fixed charge upon the occurrence of certain events including:

if Woodford reasonably believes that any secured property may be in jeopardy or danger of being seized or sold;

Woodford reasonably considers that it is desirable to protect its security interest.

The floating charge may also be automatically

converted into a fixed charge upon the occurrence of certain other events.

The Security Agreement prohibits the Company from

providing any other security interest over our assets, even if secondary to Woodford, while the amounts borrowed under the Woodford

Loan Agreement remain unpaid.

June 12, 2023, the Company entered into an amendment of the Woodford Loan Agreement with Woodford (the “Woodford Loan Agreement

Amendment”) which provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance of its

loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price of 20%.

The validity and application of the Woodford Loan Agreement Amendment is

disputed by the Company.

All other terms and conditions of securitization remain in full force and effect.

Agreement with United Capital Investments London Limited

July 26, 2023, the Company entered into a credit facility (the “UCIL Credit Facility”), which is represented by a loan

agreement, which was initially entered into on July 26, 2023 and was amended and restated on August 8, 2023 and subsequently amended

on August 18, 2023 (as so amended, the “UCIL Loan Agreement”).

The UCIL Loan Agreement is with United Capital

Investments London Limited (“UCIL”), an entity in which each of Matthew McGahan, the Company’s Chief Executive

Officer and Chair of the Company’s Board, and Barney Battles, a member of the Board, have a direct or indirect interest.

decision by the Company to enter into the UCIL Loan Agreement follows an acknowledgment by the Company that it had not received the

requisite funding on a timely basis that it expected from Woodford, despite the Company making several requests to Woodford for said

funding under the Woodford Loan Agreement.

Moreover, the Board of Directors determined that it was in the best interest of the

Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an alternative lender to Woodford, upon receiving

an event of default notice on July 21, 2023 (the “Default Notice”) and an event of default and crystallization notice on

July 25, 2023 (the “Crystallization Notice”) from Woodford under the Woodford Loan Agreement.

Neither McGahan or Battles participated in the vote on the UCIL agreement

to ensure proper independence and correct corporate governance.

On July 24, 2023, the

Company responded to the Default Notice disputing that an event of default had occurred given the Company’s earlier

announcement that UCIL had agreed to enter into a funding arrangement with the Company.

On July 27, 2023, the Company replied to the

Crystallization Notice denying that an event of default occurred or continued, and further asserted that Woodford’s attempt

for crystallization was inappropriate and unlawful under the Woodford Loan Agreement.

Given the uncertainty of the continued

financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the Company’s alternative

funding by entering into the UCIL Loan Agreement.

Prior to Operational Cessation

to the Operational Cessation, the Company was a provider of domestic and international lottery products and services.

As an independent

third-party lottery game service, we offered a platform that we developed and operated to enable the remote purchase of legally sanctioned

lottery games in the U.S.

and abroad (the “Platform”).

Our revenue generating activities included (i) offering the Platform

via our Lottery.com app and our websites to users located in the U.S.

and international jurisdictions where the sale of lottery games

was legal and our services were enabled for the remote purchase of legally sanctioned lottery games (our “B2C Platform”);

(ii) offering an internally developed, created and operated business-to-business application programming interface (“API”)

of the Platform, which enabled our commercial partners, in permitted U.S.

and international jurisdictions, to purchase certain legally

operated lottery games from us and to resell them to users located within their respective jurisdictions (“B2B API”);

(iii) delivering global lottery data, such as winning numbers and results, and subscriptions to data sets of our proprietary, anonymized

transaction data pursuant to multi-year contracts to commercial digital subscribers (“Data Service”).

to the Operational Cessation, and it is our intention to become again, the Company was a provider of domestic and international

lottery products and services.

As an independent third-party lottery game service, we offered a platform that we developed and

operated to enable the remote purchase of legally sanctioned lottery games in the U.S.

and abroad (the “Platform”).

revenue generating activities included (i) offering the Platform via our Lottery.com app and our websites to users located in the

and international jurisdictions where the sale of lottery games was legal and our services were enabled for the remote purchase

of legally sanctioned lottery games (our “B2C Platform”);

(ii) offering an internally developed, created and operated

business-to-business application programming interface (“API”) of the Platform, which enabled our commercial partners,

in permitted U.S.

and international jurisdictions, to purchase certain legally operated lottery games from us and to resell them to

users located within their respective jurisdictions (“B2B API”);

and (iii) delivering global lottery data, such as

winning numbers and results, and subscriptions to data sets of our proprietary, anonymized transaction data pursuant to multi-year

contracts to commercial digital subscribers (“Data Service”).

Lottery Game Platform Services

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the creation of an account and purchase of a lottery game with minimum friction and without the creation of a mobile wallet or requirement

to pre-load minimum funds and - importantly - to provide instant confirmation of the user’s lottery game numbers, whether selected

at random or picked by the user.

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We anticipate

that our B2C Platform will become operational by the end of 2023.

that our B2C Platform will become operational by the summer of 2024.

WinTogether Platform

to the Operational Cessation, we operated and administered of all sweepstakes offered by WinTogether, a registered 501(c)(3) charitable

organization (“WinTogether”), which was formed in April 2020 to support charitable, educational, and scientific causes.

consideration of our operation of the WinTogether platform and administration of the sweepstakes, we received a percentage of the gross

donations to a campaign, from which we paid certain dividends and all administration costs.

to the Operational Cessation, we operated and administered all sweepstakes offered by WinTogether, a U.S.

registered 501(c)(3) charitable

organization (“WinTogether”), which was formed in April 2020 to support charitable, educational, and scientific causes.

consideration of our operation of the WinTogether platform and administration of sweepstakes, we received a percentage of the gross donations

to a campaign, from which we paid certain dividends and all administration costs.

WinTogether platform continued operating after the Operational Cessation, until all sweepstakes campaigns were completed and all prizes

On March 29, 2023, the board of directors of WinTogether voted to suspend its relationship with the Company.

the Operational Cessation, certain of the Company’s wholly-owned subsidiaries have continued to operate under the direction of

the leadership teams that were in place prior to the Company’s acquisition of such companies.

December 5, 2023, the board of WinTogether voted to reinstate the business relationship with the Company.

the Operational Cessation, certain of the Company’s wholly-owned subsidiaries have continued to operate under the direction of

the leadership teams that were in place prior to the Company’s acquisition of such companies.

While the operational activities

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decreased its expenses and has had its revenue remain consistent or decrease slightly from pre-Operational Cessation levels.

2018, we acquired TinBu, LLC (“TinBu”), a digital publisher and provider of lottery data results, jackpots, results, and

other data, as a wholly-owned subsidiary.

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organizations.

See “ Item 1A.

Risk Factors – We are party to pending litigation and investigations in various jurisdictions

Risk Factors –

We are party to pending litigation and investigations in various jurisdictions

and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business.

outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations ” for

more information about our relationship with Tinbu.

outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations ”.

see Item 3, “Legal Proceedings”, “TinBu Complaint”.

technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities.

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Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee.

additionally enter into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year

additionally had entered into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year

agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within

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and JuegaLotto

June 30, 2021, we acquired 100% of the equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”),

which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V.

(“Aganar”) and JuegaLotto,

(“JuegaLotto”).

(“Aganar”) and JuegaLotto,

(“JuegaLotto”).

JuegaLotto is federally licensed by the Mexican regulatory authorities with jurisdiction over

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under the brand name Capalli.

See “ Item 1A.

Risk Factors – We need additional capital to, among other things, support and restart

our operations, re-hire employees and pay our expenses.

Such capital may not be available on commercially acceptable terms, if at all.

If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations and we may

need to permanently cease our operations” for additional information.

Risk Factors –

We need additional capital to, among other things, support

and restart our operations, re-hire employees and pay our expenses.

Such capital may not be available on commercially acceptable terms,

If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations

and we may need to permanently cease our operations”

for additional information.

December 2021, we finalized the acquisition of the domain name https://sports.com and on November 15, 2022, we formed a wholly-owned

subsidiary called Sports.com, Inc., a Texas corporation (“Sports.com”).

Subsequently, Sports.com announced a partnership

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of November 2022.

In December 2022, Sports.com signed an agreement with Data Sports Group, GmbH (“ DSG ”), which provides

Sports.com the exclusive North American distribution rights for sports data products offered and maintained by DSG (the “DSG Data”).

In December 2022, Sports.com signed an agreement with Data Sports Group, GmbH (“

DSG ”), which provides

Sports.com the exclusive North American distribution rights for sports data products offered and maintained by DSG (the “DSG Data”).

The DSG Data is being sold through the same sales resources and sales channels as the lottery data offered by TinBu.

2023, DSG exercised its right to terminate the exclusive distribution rights due to Sports.com not meeting its contractual obligations.

for Recommencement of Company Operations

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2 - Resume B2C Platform Operations.

The Company believes that it will be in a position to relaunch its B2C Platform by the end of

As of the date of this Report, the Company expects that it will initially relaunch its B2C Platform to customers in Texas for a

period of time before rolling it out to other jurisdictions.

If the Texas Bill (as defined below) is enacted into law as drafted, the

Company may elect to accelerate the relaunch of its Platform to customers in another state.

The Company plans to limit the rollout in

order to give it additional time to properly vet and confirm compliance with local, state and federal rules related to ticket procurement

and distribution.

For more information, see “ Item 1A.

Risk Factors - Regulatory and Compliance Risks - A jurisdiction may enact,

amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us to incur additional legal

and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations or planned growth, all of

which may have a material adverse effect on us or our results of operations, cash flow, or financial condition .” The Company

has also maintained various pre-paid media credits that it expects to use to launch and maintain promotional campaigns geared towards

encouraging prior customers to return to the Platform and to acquire new customers.

The Company believes that it will be in a position to relaunch its B2C Platform by the summer

of 2024 As of the date of this Report, the Company expects that it will initially relaunch its B2C Platform to customers in Texas for

a period of time before rolling it out to other jurisdictions.

The Company plans to limit the rollout in order to give it additional

time to properly vet and confirm compliance with local, state and federal rules related to ticket procurement and distribution.

information, see “

Risk Factors - Regulatory and Compliance Risks - A jurisdiction may enact, amend, or reinterpret

laws and regulations governing our operations in ways that impair our revenues, cause us to incur additional legal and compliance costs

and other operating expenses, or are otherwise not favorable to our existing operations or planned growth, all of which may have a material

adverse effect on us or our results of operations, cash flow, or financial condition .”

The Company has also maintained various

pre-paid media credits that it expects to use to launch and maintain promotional campaigns for both lottery and sweepstakes sales geared

towards encouraging prior customers to return to the Platform and to acquire new customers.

3 - Restore Other Business Lines and Projects.

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believes that this cash on hand, along with future borrowings, will be sufficient for the Company to pay its service providers in connection

with the filings of its deficient periodic reports, including this Report and the Company’s Quarterly Report on Form 10-Q for the

three months ended March 31, 2023.

of the date of this Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the

ticker symbols “LTRY” and “LTRYW,” respectively.

As of the date of this Report, we are not in compliance with

Nasdaq’s continued listing requirements (the “Listing Rules”), as discussed in greater detail below under “ Risk

Factors - Risks Related to Our Common Stock and Warrants - We are not currently in compliance with the continued listing standards of

Nasdaq and may not be able to regain compliance with Nasdaq’s continued listing standards in the future ,” and have been

granted a limited exception from Nasdaq to continue the listing of our securities.

Additionally, under its new management, the Company

continues to work to improve its disclosure and reporting controls, and plans to overhaul its systems of internal control over financial

reporting and invest in additional legal, accounting, and financial resources.

if the Company’s three phase plan to recommence its operations is successful, there can be no assurance that the Company will be

able to regain compliance with the applicable Listing Rules, or that the hearings panel will continue to stay the delisting of the Company’s

with the filings of its periodic reports.

of the date of this Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the

ticker symbols “LTRY”

and “LTRYW,”

respectively.

As of the date of this Report, we are in compliance with Nasdaq’s

continued listing requirements (the “Listing Rules”), except for being able to meet their requirements for the market value

of our publicly-held shares, as discussed in greater detail below under “

Risk Factors - Risks Related to Our Common Stock and

Warrants - We are not currently in full compliance with the continued listing standards of Nasdaq and may not be able to regain full

compliance with Nasdaq’s continued listing standards in the future ,”

and have been granted a limited exception from Nasdaq

to continue the listing of our securities.

Additionally, under its new management, the Company continues to work to improve its disclosure

and reporting controls, and plans to overhaul its systems of internal control over financial reporting and invest in additional legal,

accounting, and financial resources.

if the Company’s three phase plan to recommence its operations is successful, there can be no assurance that the Company will be

able to regain compliance with the applicable Listing Rules, or that the hearings panel will continue to stay the delisting of the Company’s

securities from Nasdaq.

If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s

common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer

If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s

common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer

a material decline.

Delisting could also impair the Company’s ability to raise additional capital needed to funds its operations

Delisting could also impair the Company’s ability to raise additional capital needed to fund its operations

and/or trigger defaults and penalties under outstanding agreements or securities of the Company.

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to support such operations in the future.

The Company’s ability to continue its current operations, prepare and refile deficient

and restated reports, and restart its prior operations, is dependent upon obtaining new financing.

Future financing options available

to the Company include equity financings, debt financings or other capital sources, including collaborations with other companies or

other strategic transactions.

The Company’s ability to continue its current operations, prepare and file its periodic

reports, and restart its prior operations, is dependent upon obtaining new financing.

Future financing options available to the Company

include equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic

transactions.

Equity financings may include sales of common stock.

Such financing may not be available on terms favorable

to the Company or at all.

The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders

and may cause significant dilution to existing stockholders.

There can be no assurance that the Company will be successful in obtaining

sufficient funding on terms acceptable to the Company, if at all, which would have a material adverse effect on its business, financial

condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate.

These matters, when

considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable

period of time, which is defined as within one year after the date that the financial statements are issued.

The accompanying financial

statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification

of liabilities that might result from the outcome of this uncertainty.

For more information, see the risk factors in Item 1A of this

Report under the heading “ Risks Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements,

Our Ability to Continue as a Going Concern, Our Internal Controls and Related Matters.”

Such financing may not be available on terms favorable to the Company

The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders and may cause significant

dilution to existing stockholders.

There can be no assurance that the Company will be successful in obtaining sufficient funding on terms

acceptable to the Company, if at all, which would have a material adverse effect on its business, financial condition and results of

operations, and it could ultimately be forced to discontinue its operations and liquidate.

These matters, when considered in the aggregate,

raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time which is defined

as within one year after the date that its current financial statements are issued.

The accompanying financial statements do not contain

any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities

that might result from the outcome of this uncertainty.

For more information, see the risk factors in Item 1A of this Report under the

heading “Risks Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability to Continue

as a Going Concern, Our Internal Controls and Related Matters.”

and Compliance

are subject to a variety of laws in the U.S.

and abroad that affect our business, including state, territorial, and federal laws regarding

and abroad that affect our business, including federal, state and territorial laws regarding

lotteries, gaming, sweepstakes, consumer protection, electronic marketing, data protection and privacy, competition, taxation, intellectual

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the viability and integrity of the games, while raising revenues for the particular country, state, or other authorizing jurisdiction.

To accomplish these goals, stringent laws and regulations may be established to ensure that participants in the industry meet certain

standards of character and responsibility, which may require participants to:

ensure that games are conducted fairly and honestly;

establish procedures designed to prevent cheating and

fraudulent practices;

establish and maintain anti-money laundering practices

and procedures;

establish and maintain responsible accounting practices

and procedures;

ensure that lottery games are sold only at the price

established by the applicable lottery regulator;

report prizes awarded and withhold certain amounts

for taxes and other specified liabilities;

file periodic reports with regulators;

establish programs to promote responsible gaming and

comply with other social responsibility practices;

enforce minimum age requirements.

To accomplish these goals, stringent laws and regulations have been established per jurisdiction to ensure that participants in the industry

meet certain standards which may require participants to:

that games are conducted fairly and honestly;

procedures designed to prevent cheating and fraudulent practices;

and maintain anti-money laundering practices and procedures;

and maintain responsible accounting practices and procedures;

that lottery games are sold only at the price and manner established by the applicable lottery regulator;

prizes awarded and withhold certain amounts for taxes and other specified liabilities;

periodic reports with regulators;

programs to promote responsible gaming and comply with other social responsibility practices;

gaming participant minimum age requirements.

and federal laws in the U.S.

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1301 limits our ability to purchase lottery games for a user located in one state from a lottery authority located

in another state, except under certain limited circumstances, such as where the lottery authorities in the respective states allow the

in another state, except under certain limited circumstances, such as where the lottery authorities in the respective states allow such

Therefore, when such offerings are operational, for our users located within the U.S., we only purchase lottery games for users

geolocated to be physically situated at the time within the U.S.

state or jurisdiction where the lottery game they are purchasing is

being conducted, unless an exception were to be authorized by the applicable lottery authorities.

For more information, see “ Item

Risk Factors - Regulatory and Compliance Risks - If the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions

to foreign countries, it could have a negative impact on our business, financial condition, and results of operations.

addition, the Wire Act provides that anyone engaged in the business of betting or wagering that knowingly uses a wire communication facility

for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on

any sporting event or contest, or for the transmission of a wire communication that entitles the recipient to receive money or credit

as a result of bets or wagers, or for information assisting in the placing of bets or wagers, may be fined or imprisoned, or both.

Wire Act provides, however, that it shall not be construed to prevent the transmission in interstate or foreign commerce of information

for use in news reporting of sporting events or contests, or for the transmission of information assisting in the placing of bets or

wagers on a sporting event or contest from a state or foreign country where betting on that sporting event or contest is legal into a

state or foreign country in which such betting is legal.

In late 2011, the Office of Legal Counsel (the “OLC”) in the U.S.

Department of Justice (the “DOJ”) issued an opinion that concluded the conduct prohibited by the Wire Act was limited to

sports gambling;

however, in January 2019, the OLC issued a new opinion (the “2019 Opinion”) that concluded that the restrictions

in the Wire Act on the transmission in interstate or foreign commerce of bets and wagers was not limited to sports gambling but applied

to all bets and wagers, including those involving state lotteries.

Reinterpretation of the federal Wire Act by the OLC threatened certain

online lottery sales, leading to litigation in which the First Circuit Court of Appeals (the “First Circuit”) determined

that the Wire Act applies only to interstate wire communications related to sporting events or contests and not lottery games.

that the declaratory judgment was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under

the Administrative Procedure Act.

In addition to the First Circuit’s decision, the U.S.

Circuit Court of Appeals for the Fifth

Circuit (the “Fifth Circuit”) has previously held the Wire Act prohibitions apply only to sports gambling.

Because many of

the Company’s operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit

did not set aside the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business.

For more information,

see “ Item 1A.

Risk Factors - Regulatory and Compliance Risks - If there is a final determination on the applicability of the

Wire Act to our operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate

or foreign commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial

who at the time are physically situated within the U.S.

state or jurisdiction where the lottery game they are purchasing is being conducted,

unless an exception were to be authorized by the applicable lottery authorities.

For more information, see “Item 1A.

- Regulatory and Compliance Risks - If the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign

countries, it could have a negative impact on our business, financial condition, and results of operations.”

addition, the U.S Wire Act of 1961 provides that anyone engaged in the business of betting or wagering that knowingly uses a wire

communication facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the

placing of bets or wagers on any sporting event or contest, or for the transmission of a wire communication that entitles the

recipient to receive money or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers,

may be fined or imprisoned, or both.

The Wire Act provides, however, that it shall not be construed to prevent the transmission in

interstate or foreign commerce of information for use in news reporting of sporting events or contests, or for the transmission of

information assisting in the placing of bets or wagers on a sporting event or contest from a state or foreign country where betting

on that sporting event or contest is legal into a state or foreign country in which such betting is legal.

In late 2011, the Office

of Legal Counsel (the “OLC”) in the U.S.

Department of Justice (the “DOJ”) issued an opinion that concluded

the conduct prohibited by the Wire Act was limited to sports gambling;

however, in January 2019, the OLC issued a new opinion (the

“2019 Opinion”) that concluded that the restrictions in the Wire Act on the transmission in interstate or foreign

commerce of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving state

Reinterpretation of the federal Wire Act by the OLC threatened certain online lottery sales, leading to litigation in

which the First Circuit Court of Appeals (the “First Circuit”) which determined that the Wire Act applies only to

interstate wire communications related to sporting events or contests and not lottery games.

Finding that the declaratory judgment

was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under the Administrative Procedure

In addition to the First Circuit’s decision, the U.S.

Circuit Court of Appeals for the Fifth Circuit (the “Fifth

Circuit”) has previously held the Wire Act prohibitions apply only to sports gambling.

Because many of the Company’s

operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit did not set aside

the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business.

For more information, see “Item

Risk Factors - Regulatory and Compliance Risks - If there is a final determination on the applicability of the Wire Act to our

operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate or foreign

commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial

boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions,

and results of operations .”

states prohibit the use of courier services and the sale of online lottery tickets, while others limit the charges that we can impose

When such offerings are operational, we only purchase lottery games on behalf of our users and customers where our services

are permitted and in accordance with applicable laws.

The scope and interpretation of the laws that are or may be applicable to our services

and the fees we charge are subject to interpretation and may change.

For example, in April 2023, the Texas State Senate passed Senate

Bill 1820 (the “Texas Bill”), which would, among other things, prohibit online lottery gaming and the use of courier services

in Texas, if enacted.

As of the date of this Report, the Texas Bill is under review of the Texas State House of Representatives.

Texas Bill is enacted into law as drafted, the new rules would be implemented by January 1, 2024.

compliance with local, territorial and federal laws is based on our interpretation of existing state and federal laws regarding lottery

and results of operations.”

some states prohibit the use of courier services and the sale of online lottery tickets, while other states limit the charges that we

can impose and collect.

When such offerings are operational, we only purchase lottery games on behalf of our users and customers where

our services are permitted and in accordance with applicable laws.

Per jurisdiction, the scope and interpretation of the laws that are

or may be applicable to our services and fees are subject to interpretation and may change.

For example, in April 2023, the Texas State

Senate passed Senate Bill 1820 (the “Texas Bill”), which among other things, prohibits online lottery gaming and the

use of courier services in Texas.

The Texas Bill was passed by the Texas legislature, and became effective on September 1,

compliance with federal, state, territorial and local laws is based on our interpretation of existing applicable laws regarding lottery

services such as ours.

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of the services that we offer, but in most cases, we have not received definitive determinations of the laws applicable to our services.

There is a risk that existing or future laws in the states and jurisdictions in which we operate may be interpreted in a manner that

is not consistent with our business model.

There is a risk that existing or future laws in the jurisdictions in which we operate may be interpreted in a manner that is in some

regards in conflict with our business model.

Future laws that permit certain lottery services may be accompanied by restrictions or taxes

that make it impractical or less feasible to operate in certain jurisdictions.

For more information, see “ Item 1A.

For more information, see “

- Regulatory and Compliance Risks - A jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in

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laws and regulations may be adopted or construed to apply to us that could restrict our business model, including privacy, taxation,

marketing, anti-money laundering, anti-corruption, copyright, currency exchange, export, and antitrust laws, as well as laws governing

marketing, anti-money laundering, anti-corruption, copyright, currency exchange, export, antitrust and other laws, as well as laws governing

public companies.

5 unchanged sentences

are currently in compliance in all material respects with all applicable laws and regulatory requirements, we cannot assure that our

activities or our users’ activities will not become the subject of any regulatory or law enforcement investigation, proceeding,

or other governmental action or that any such investigation, proceeding, or action, as the case may be, would not have a materially adverse

impact on us or our business, financial condition or results of operations.

more information, see “ Item 1A.

activities or any of our users’

activities will not become the subject of any regulatory or law enforcement investigation, proceeding,

or other governmental or regulatory action or that any such investigation, proceeding, or action, as the case may be, would not have

a materially adverse impact on us or our business, financial condition or results of operations.

more information, see “Item 1A.

Risk Factors - Regulatory and Compliance Risks - Our business model and the conduct of our operations

1 unchanged sentence

jurisdiction where we do business to address the unique features of applicable law to ensure we remain

in compliance with that jurisdiction’s laws.

Our failure to adequately do so may have an adverse impact on our business, financial

condition, and results of operations .”

currently hold a license issued by the Texas Lottery Commission to conduct the retail sale of lottery tickets in the State of Texas.

We may determine or be required to secure additional licenses from other regulatory authorities with jurisdiction over our operations

in new markets in which we contemplate expansion.

Such licensure may impose additional obligations on us and our operations, which may

include continuous disclosure to and investigation by the applicable regulatory authority into the financial stability, integrity, and

business experience of our company, its affiliates, and their respective significant stockholders, directors, officers, and key employees.

In markets in which we have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements

or conditions with which we have not previously been required to comply, which may include locating technical infrastructure within the

relevant territory, establishing real-time data interfaces with the regulatory authority, implementing consumer protection and privacy

measures, or additional approvals or certifications of our technology, all of which may present operational challenges and material costs.

Certain stockholders may be required to be licensed.

condition, and results of operations.”

may determine or be required to secure licenses from regulatory authorities with jurisdiction over our operations in markets in which

we contemplate expansion.

Such licensure may impose additional obligations on us and our operations, which may include continuous disclosure

to, and investigation by, the applicable regulatory authority into the financial stability, integrity, and business experience of the

Company, its affiliates, and their respective significant stockholders, directors, officers, and key employees.

In markets in which we

have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements or conditions with which

we have not previously been required to comply, which may include locating technical infrastructure within the relevant territory, establishing

real-time data interfaces with the regulatory authority, implementing additional consumer protection and privacy measures, or additional

approvals or certifications of our technology, all of which may present operational challenges and material costs.

Certain stockholders

may be required to be licensed.

the extent that any stockholder, director, officer, or key employee is required to submit to required background checks and provide disclosure,

21 unchanged sentences

we handle, collect, store, receive, transmit, and otherwise process certain personal information of our users, customers, and employees,

we are also subject to federal, state, and international laws related to the privacy and protection of such data.

Regulations such as

the General Data Protection Regulation of the European Union and the California Consumer Privacy Act could affect our business, and the

potential impact is still being determined.

Other states are considering similar laws, which could impact our business.

we are also subject to federal, state, and international laws and regulations related to the privacy and protection of such data.

such as the General Data Protection Regulation of the European Union put into effect in 2018 and the California Consumer Privacy Act,

could affect our business, and the potential impact is still being determined.

Other states are considering similar laws, which could

impact our business.

and Underage Gaming

are committed to compliance with the underage and responsible gambling requirements set forth in the domestic and international statutes

and regulations governing our operations.

We take our corporate responsibility to our users and the regulators with authority over our

business very seriously, and we are focused on maintaining a safe and responsible gaming environment.

We support and are members of the

National Council on Problem Gaming, whose mission is to lead state and national stakeholders in the development of comprehensive policy

and programs for all those affected by problem gaming.

We continue to evaluate and develop our technology to meet the statutory requirements

regarding responsible gaming and self-exclusion, as well as our own self-imposed objectives regarding corporate social responsibility.

are committed to compliance with the underage and responsible gambling requirements set forth in applicable domestic and international

statutes and regulations governing our operations.

We take our corporate responsibility to our users and the regulators with authority

over our business very seriously, and we are focused on maintaining a safe and responsible gaming environment.

We support and are members

of the National Council on Problem Gaming, whose mission is to lead state and national stakeholders in the development of comprehensive

policy and programs for all those affected by problem gaming.

We continue to evaluate and develop our technology to meet the statutory

requirements regarding responsible gaming and self-exclusion, as well as our own self-imposed objectives regarding corporate social responsibility.

jurisdictions and most of the international jurisdictions in which we operate prohibit sales of lottery tickets to persons

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intend to continue to develop a comprehensive internal compliance program, which will ensure compliance with legal requirements imposed

in connection with our activities and with legal requirements generally applicable to all publicly traded companies.

in connection with our activities and with legal requirements generally applicable to publicly traded companies.

While we are firmly

committed to full compliance with all applicable laws, we cannot ensure that our compliance program will prevent the violation of one

or more laws or regulations, or that a violation by us, an employee, a customer or other third-party will not result in enforcement action,

the imposition of a monetary fine or suspension or revocation of one or more of our licenses, which could have a material adverse effect

on us or on our results of operations, cash flow, or financial condition.

we do business in international jurisdictions, our operations are subject to anti-corruption laws and regulations, such as the U.S.

Corrupt Practices Act of 1977, the U.K.

Bribery Act of 2010 and other anti-corruption laws that may apply where we operate.

As we continue

to expand globally, we are likely to be subject to additional laws and restrictions, which increases the risk that we will inadvertently

violate one of those laws or restrictions.

members of the Board and all principal executive officers who served in such positions as of the end of the prior year and at the time

of the Operational Cessation, have resigned from such positions.

of the date of this Report, the Company has 10 non-furloughed employees who remain active in the efforts to restore Company operations.

committed to full compliance with all applicable laws and regulations, we cannot ensure that our compliance program will prevent the

violation of one or more laws or regulations, or that a violation by us, an employee, a customer or other third-party will not result

in enforcement action, the imposition of a monetary fine or suspension or revocation of one or more of our licenses, which could have

a material adverse effect on us or on our results of operations, cash flow, or financial condition.

we do business in international jurisdictions, our operations are subject to U.S.

and foreign anti-corruption laws and regulations such

Foreign Corrupt Practices Act of 1977, the U.K.

Bribery Act of 2010 and other anti-corruption laws that may apply where we

As we continue to expand globally, we are likely to become subject to additional laws and regulations and restrictions, which

increases the risk that we or one of our subsidiaries will inadvertently violate one of such laws or regulations.

members of the Board and all principal executive officers who served in such positions at the time of the Operational Cessation have

resigned from such positions and are no longer serving in any capacity with the Company or its subsidiaries.

Matthew McGahan is now the sole director of Global Gaming and Gregory Potts was appointed to the boards of Juega Lotto and Aganar.

of the date of this Report, the Company has 10 non-furloughed employees and contractors who remain active in the efforts to restore Company

rely on a combination of trademark, copyright, and trade secret protection laws in the U.S.

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In March 2023, the U.S.

Patent and Trademark Office denied the registration

of the SPORTS.COM word mark and the appeal period has expired.

The registration of the SPORTS.COM logo has also been denied and the Company

is currently considering whether to appeal such denial.

Patent and Trademark Office

denied the registration of the SPORTS.COM word mark and the appeal period has expired.

The registration of the SPORTS.COM logo has also

been denied and the Company is currently considering whether to appeal such denial.

We are also using and/or have common-law trademark

rights in the trademarks AUTOLOTTO, SPORTS.COM, and “TAP, TAP, TICKET.” We will continue to evaluate the filing of trademark applications in

and internationally, as appropriate.

we did not own any patent applications or issued patents as of December 31, 2022, we will continue to evaluate our technology to determine

whether it is appropriate to file patent applications in the U.S.

rights in the trademarks AUTOLOTTO, SPORTS.COM, and “TAP, TAP, TICKET.”

We will continue to evaluate the filing of trademark

applications in the U.S.

and select foreign markets, as appropriate.

we did not have any patent applications or own any issued patents as of December 31, 2023, we will continue to evaluate our technology

to determine whether it is appropriate to file patent applications in the U.S.

or internationally.

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We may also face allegations that we have infringed

the intellectual property rights of third parties, including our competitors and non-practicing entities.

the intellectual property rights of third parties, including our competitors.

Internet address is www.lottery.com.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business