What changed in this filing

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Item 3. Legal Proceedings

2026-07-10 compared with 2025-04-21 · 254 added, 94 removed, 136 unchanged (72% of the section changed)

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(collectively “Federal Securities Laws”).

On November 18, 2022, the SNDY ordered the appointment of RTD Bros, LLC, Todd Benn,

On November 18, 2022, the SDNY ordered the appointment of RTD Bros, LLC, Todd Benn,

Tom Benn and Tomasz Rzedian (collectively “Lottery Investor Group”) as lead plaintiff and Glancy Prongay & Murray, LLP

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filed its reply on August 22, 2024, to plaintiffs’ response in opposition to the MTD Third Amended Complaint.

On February 25, 2025, the Court granted in part and denied in part the MTD Third Amended Complaint (the “Order).

As set forth in the Order, the Class Plaintiffs’ Section 10(b) claim shall proceed against Defendant Dickinson and the Company based on

post−merger representations regarding Lottery’s financial performance and financial reporting.

Class Plaintiffs’ and Hoffman’s Section

20(a) claim premised on Section 10(b) shall likewise proceed against Defendant Dickinson.

Class Plaintiffs’ Section 14(a) claim shall

proceed against the Company and Defendants DiMatteo, Clemenson and Dickinson with respect to certain legal and regulatory compliance statements

On February 25, 2025,

the Court granted in part and denied in part the MTD Third Amended Complaint (the “Order).

As set forth in the Order, the Class

Plaintiffs’ Section 10(b) claim shall proceed against Defendant Dickinson and the Company based on post−merger representations

regarding Lottery’s financial performance and financial reporting.

Class Plaintiffs’ and Hoffman’s Section 20(a) claim

premised on Section 10(b) shall likewise proceed against Defendant Dickinson.

Class Plaintiffs’ Section 14(a) claim shall proceed

against the Company and Defendants DiMatteo, Clemenson and Dickinson with respect to certain legal and regulatory compliance statements

in the Proxy.

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The Court also ordered that

Plaintiffs shall have leave to amend within twenty−one (21) days of this opinion and order.

On March 13, 2025, the Court granted

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Defendants’ motions to dismiss shall be due June 30, 2025;

Plaintiff Hoffman’s opposition brief will be due

August 14, 2025;

Plaintiff Hoffman’s opposition brief

will be due August 14, 2025;

and Defendants’ reply briefs shall be due September 17, 2025.

On or about September 5, 2025, the Government

filed a motion to intervene and requested the court to stay the action in its entirety.

On or about September 5, 2025, the Court granted

the Government’s motion to intervene and its motion to stay the case.

The matter remains stayed in accordance with the Court’s

September 5, 2025 order.

March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the “TinBu Plaintiffs”) filed its original complaint against

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the date of this Report, the Motion for Enlargement has not been set for a hearing.

On May 5, 2023, Plaintiffs filed their Motion for

Court Default (“Plaintiffs’ Motion for Default”), despite Company’s Motion for Enlargement.

As of the date of

this Report, the Motion for Enlargement has not been set for a hearing.

The Company intends to oppose Plaintiffs’ Motion for Default.

On May 9, 2023, Plaintiffs served Plaintiffs’ First Request for Admissions (the “RFA”) to the Company.

On October 13,

2023, the Court granted the Defendants’ Motion to Stay Litigation and Discovery pending a ruling on its Motion to Compel Arbitration.

On November 16, 2023, the Court granted Defendants’ Motion to Compel Arbitration in Texas.

The parties await a signed written order

from the Court to that effect.

The TinBu Plaintiffs have appealed the Court’s Order to Compel Arbitration in Texas.

July 19, 2024, the Company received notice that the Tinbu Plaintiff’s requested a voluntary dismissal of their claims.

Complaints have been voluntarily dismissed without prejudice by the District Court of Appeal of the State of Florida Second District

and the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, indicating that no further action will

be pursued by the plaintiffs in Florida State Court at this time.

On May 5, 2023, Plaintiffs filed their Motion for Court Default (“Plaintiffs’ Motion for Default”), despite Company’s

Motion for Enlargement.

As of the date of this Amended Report, the Motion for Enlargement has not been set for a hearing.

intends to oppose Plaintiffs’ Motion for Default.

On May 9, 2023, Plaintiffs served Plaintiffs’ First Request for Admissions

(the “RFA”) to the Company.

On October 13, 2023, the Court granted the Defendants’ Motion to Stay Litigation and Discovery

pending a ruling on its Motion to Compel Arbitration.

On November 16, 2023, the Court granted Defendants’ Motion to Compel Arbitration

The parties await a signed written order from the Court to that effect.

The TinBu Plaintiffs appealed the Court’s Order

to Compel Arbitration in Texas, however the Compel Arbitration in Texas still stands.

On July 19, 2024, the Company received notice that the Tinbu Plaintiff’s requested a voluntary dismissal of

their claims.

The Tinbu Complaint has been voluntarily dismissed without prejudice by the District Court of Appeal of the State of Florida

Second District and the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, indicating that no further

action will be pursued by the plaintiffs in Florida State Court at this time.

The District Court of Appeals also denied the Tinbu Plaintiff’s

motion for attorney’s fees and costs.

November 21, 2023, the Company and its wholly owned subsidiary TinBu, LLC (“TinBu”) (Company and TinBu collectively, “Plaintiffs”)

filed their First Amended Verified Complaint in Federal Court for the Middle District of Florida (“MDF”) against John

In accordance with the Court’s Order to Compel Arbitration in Texas, Plaintiff filed its Demand for Arbitration

on February 23, 2026 (Case 01-26-0000-9122) and the matter currently sits for arbitration with the American Arbitration Association (AAA)

in Dallas, Texas.

On May 28, 2026, the AAA confirmed the appointment of the 3 arbitrators (the “Arbitrators” or the “Panel”)

and a chair of the Panel (the “Chair”) was designated.

A preliminary hearing was held on June 25, 2026, before Arbitrators

and the Chair ordered a Final Hearing in this matter to commence before the Arbitrators in Dallas, Texas on February 16, 2027.

November 14, 2023, the Company and its wholly owned subsidiary TinBu, LLC (“TinBu”) (collectively, “Plaintiffs”)

filed a separate lawsuit in the United States District Court for the Middle District of Florida (“MDF”) against John J.

(“Brier”), Bin Tu (“Tu”), and Global Gaming Data, LLC (“GGD”) (collectively, “Defendants”),

for violations of the Federal Defend Trade Secrets Act (“DTSA”), the Florida Uniform Trade Secrets Act (“FUTSA”)

and the Florida Deceptive and Unfair Trade Practices Act (“FDUTPA”), and for breaches of contract and fiduciary duties, including

the duty of loyalty, styled Lottery.com, Inc.

which was subsequently amended on November 21, 2023, for damages and injunctive relief arising out of Defendants’ various violations

of the Federal Defend Trade Secrets Act (“DTSA”), the Florida Uniform Trade Secrets Act (“FUTSA”) and the Florida

Deceptive and Unfair Trade Practices Act (“FDUTPA”), and for breaches of contract and breaches of various fiduciary duties,

including the duty of loyalty, in a case styled Lottery.com , Inc.

f/k/a AutoLotto, Inc.

and TinBu, LLC v.

Brier, Jr., Bin Tu, and Global

Gaming Data, LLC (Case No.:

8:23-cv-2594-KKM-TGW) Defendants filed certain counterclaims against Plaintiffs.

The Company’s

request for a Temporary Restraining Order was denied by the MDF in February 2024.

On June 11, 2024 the MDF denied Plaintiffs’ motion

On June 25, 2024, Plaintiffs’ filed its answer to Defendants’ counterclaim(s).

On July 10, 2024, the MDF entered

a case management and scheduling order with a trial setting for October 2025.

On December 5, 2024, the parties participated in the court ordered mediation.

The outcome of the mediation was an impasse.

On February 25, 2025, Plaintiffs’ claims were dismissed

without prejudice for failure to prosecute and the Defendants also moved for default judgment on their counterclaims.

That portion of

the Defendants’ motion was referred to the Magistrate Judge for a Report and Recommendation.

On March 14, 2025, the Court entered an order

denying without prejudice Defendants’ Motion for Judgment as a Matter of Law.

On April 1, 2025, the Court denied as moot Defendants’

Motion for Partial Summary in the light of the Defendants’ Amended Motion for Entry of Final Judgment.

Woodford Eurasia Assets, Limited

Bin Tu, & Global Gaming Data, LLC (Case No.:

8:23-cv-2594-KKM-TGW).

response, Defendants asserted counterclaims against Plaintiffs, essentially filing exactly the same claims they previously alleged in

the Hillsborough County Circuit Court Action that had been compelled to arbitration, and they also joined JBBT to the lawsuit.

sought dismissal of the counterclaims, as well as a Temporary Restraining Order.

The request for temporary injunctive relief was denied

by the MDF in February 2024, and on June 11, 2024, the MDF also denied Plaintiffs’ motion to dismiss, allowing the litigation to

move forward.

On June 25, 2024, Plaintiffs filed their answer and affirmative defenses to Defendants’ counterclaims.

5, 2024, the parties participated in a court-ordered mediation;

however, no resolution was reached.

February 25, 2025, Plaintiffs’ claims were dismissed without prejudice for failure to prosecute, and Defendants immediately moved

for default judgment on their counterclaims.

On March 14, 2025, the Court entered an order denying without prejudice Defendants’

Motion for various deficiencies in the filing.

On March 18, 2025, Defendants filed an Amended Motion for Default Judgment on their Counterclaims,

followed by additional support for their purported damages on April 25, 2025.

The Company engaged new counsel, who made an appearance

on June 5, 2025, and thereafter sought and obtained additional time to respond to Defendants’ filings.

On August 6, 2025, Plaintiffs

filed a Motion to Dismiss for Lack of Subject Matter Jurisdiction, or in the Alternative, Motion to Set Aside Default and Compel Arbitration,

which was renewed on August 14, 2025.

At the same time, Plaintiffs also submitted opposition briefing and supporting evidence to contradict

Defendants’ filings relating to damages evidence.

Defendants’ reply to Plaintiffs filings is due to be filed on August 29,

In the interim, the MDF has stayed all deadlines in the case management order and has cancelled any pretrial proceedings, pending

resolution on the parties’ motions.

On January 28, 2026, the Court entered an order dismissing Defendants counterclaims and adopted the “thorough

and well-reasoned” report and recommendation by the Magistrate (the “Order”).

Pursuant to the Order, the Report and Recommendation

was adopted and made a part of the Order for all purposes, Plaintiffs’ Renewed Motion to Dismiss for Lack of Subject Matter Jurisdiction

was granted in part, and the case was dismissed without prejudice for lack of subject matter jurisdiction.

The Court Clerk as directed

by the Court to terminate any pending deadlines an close the file.

Eurasia Assets, Limited

Eurasia Assets Limited 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

On 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 proceedings.

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

Woodford subsequently, on the Judges’ recommendation, withdrew the proceedings.

filed an additional action in the United States District Court for the District of Delaware on November 16, 2023, in Case No.

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On February 14, 2024, Woodford filed a Notice of Voluntary Dismissal

Without Prejudice, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com

Without Prejudice, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lottery.com

and its directors.

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conspiracy to defraud the Company and others.

June 10, 2024, the Company and Matthew McGahan (“McGahan”) (Company and McGahan collectively, “Defendants”)

filed their Notice of Removal and No Answer Motion to Dismiss a state court complaint filed by Sharon A.

(“McTurk”), Rutherford Enterprises, LLC (“Rutherford”), SJB Solutions, LLC (“SJB”) and Astra

Supply Chain, LLC (“Astra”) McTurk, Rutherford, SJB and Astra (collectively, “Plaintiffs”) alleging

fraudulent and negligent misrepresentation, aiding and abetting, and conspiracy by Defendants.

On July 2, 2024, McGahan filed his

Motion to Dismiss for Lack of Personal Jurisdiction and Defendants filed their Motion to Dismiss for Failure to State a Claim and

Supporting Memorandum of Law (“Motions to Dismiss”).

On July 19, 2024, Plaintiffs filed their response to the Motions to

On October 29, 2024, the Court denied Defendants’ Motion to Stay Discovery Pending Resolution of Defendants’

Rule 12(b)(6) Motion to Dismiss.

On February 25, 2025, the Court entered an Order granting Defendants’ Motion to Dismiss for

Failure to State a Claim (the “Order”).

Accordingly, Plaintiffs’ complaint was dismissed with prejudice.

pending deadlines and hearings were terminated, and any other pending motions were denied as moot.

Plaintiffs filed a notice of

appeal as to the Order.

9, 2026, Woodford filed a Letter of Claim and Request for Arbitration against the Company with the London Court of International Arbitration

(“LCIA”) (LCIA Arbitration No.

The Company filed its response to the Letter of Claim on May 3, 2026.

June 10, 2024, the Company and Matthew McGahan (“McGahan”) (Company and McGahan collectively, “Defendants”) filed

their Notice of Removal and No Answer Motion to Dismiss a state court complaint filed by Sharon A.

McTurk (“McTurk”),

Rutherford Enterprises, LLC (“Rutherford”), SJB Solutions, LLC (“SJB”) and Astra Supply Chain, LLC (“Astra”),

McTurk, Rutherford, SJB and Astra (collectively, “Plaintiffs” or “Appellant”)) alleging fraudulent and negligent

misrepresentation, aiding and abetting, and conspiracy by Defendants.

On July 2, 2024, McGahan filed his Motion to Dismiss for Lack

of Personal Jurisdiction and Defendants filed their Motion to Dismiss for Failure to State a Claim and Supporting Memorandum of

Law (“Motions to Dismiss”).

On July 19, 2024, Plaintiffs filed their response to the Motions to Dismiss.

Defendants filed

their reply on August 29, 2024, to Plaintiffs response to Defendants’ Motions to Dismiss.

On February 25, 2025, the Court entered

an Order granting Defendants’ Motion to Dismiss for Failure to State a Claim (the “Order”).

Accordingly, Plaintiffs’

complaint was dismissed with prejudice.

All pending deadlines and hearings were terminated, and any other pending motions were denied

Plaintiffs filed a notice of appeal as to the Order and subsequently filed Appellants’ Brief.

On June 16, 2025, Appellee’s

filed their Answer Brief in the United States Court of Appeals for the 11th Circuit (“Court of Appeals”) and filed and served

the Supplemental Appendix to Appellees’ Answer Brief.

On February 27, 2026, the Court of Appeals directed the Clerk’s Office

to place this appeal on the next oral argument calendar with a vacancy.

Accordingly, the oral argument before the Court of Appeals

is set for July 27, 2026.

September 4, 2024, Honey Tree Trading, LLC (“Honey Tree” or “Plaintiff”) filed a verified original complaint

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Howard McGahan (“McGahan”), Christopher Gooding (“Gooding”), Paul Jordan (“Jordan”), Tamer

Hassan (“Hassan”) and Warran Macal (“Macal” together with McGahan, Gooding, Jordan and Hassan, the

Hassan (“Hassan”) and Warren Macal (“Macal” together with McGahan, Gooding, Jordan and Hassan, the

“Individual Defendants” and, collectively Lottery.com, the “Defendants”) in Delaware Chancery Court

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Lottery.com Inc., et al.).

October 10,2024, Honey Tree amended its Complaint by filing an amended verified complaint (the “Amended Complaint”) and

a motion to expedite proceedings (the “Motion”).

10, 2024, Honey Tree amended its Complaint by filing an amended verified complaint (the “Amended Complaint”) and a

motion to expedite proceedings (the “Motion”).

On November 6, 2024, at a hearing on Plaintiff’s Motion (the

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The Court ordered the Dismissal on November 15, 2024.

On January 13, 2025, the Company and Individual Defendants timely filed

their Answer to the Second Amended Complaint, an Opposition to Motion to Expedite and a Partial Motion to Dismiss.

On March 6, 2025, Plaintiff

notified the Court that it withdraws its Motion to Expedite.

PR Fire Limited

On April 22, 2024, the

Company, by and through its outside legal counsel, issued a cease and desist notice to PR Fire Limited, a U.K.

based firm and Mr.

Samuel Allcock, its CEO, for unlawful attempts to manipulate the public markets by disseminating false and misleading statements

about the Company, its current officers and directors in certain articles caused to be published by PR Fire Limited.

Company’s outside legal counsel reported the matter to the proper authorities.

On April 24, 2024, the Company, by and through its outside legal counsel,

issued a cease-and-desist notice to certain individuals and entities in participation with a common scheme and acting in concert to financial

harm to the Company by privately and publicly disseminating false and misleading statements about the Company, its current officers and

The Company’s outside legal counsel reported the matter to the proper authorities.

On December 13, 2024, Plaintiff filed

amended its Amended Complaint by filing a second amended verified complaint (the “Second Amended Complaint”) and a

renewed motion to expedite proceedings (the “Second Motion to Expedite”) against the Company and remaining Individual

In accordance with a briefing stipulation entered by the Court on December 11, 2024, defendants shall answer the Second

Amended Complaint and file its opposition to the Second Motion to Expedite by January 13, 2025.

On January 13, 2025, the Company and

Individual Defendants timely filed their Answer to the Second Amended Complaint, an Opposition to Motion to Expedite and a Partial

Motion to Dismiss.

On March 6, 2025, Plaintiff notified the Court that it withdraws its Motion to Expedite.

On April 25, 2025,

Plaintiff filed its Motion to Dismiss Count IV of the Second Amended Complaint as Moot.

The motion was granted and Count IV of the

Second Amended Complaint was dismissed by the Court.

On April 14, 2026, the Court denied Plaintiff’s Proposed Order Governing Case Schedule.

World Ministries

September 8, 2023, Manna World Ministries and Summit Church (collectively, the “Plaintiffs”) filed a civil lawsuit in the

San Diego Superior Court, North County Division, under case number 37-2023-00039279-CU-CO-NC.

The action was brought against Ryan Dickinson,

Matthew Clemenson, Lawrence Dimatteo, Incircl, Inc., Paul King, LAD Holdings Group, LLC, MC Holdings Group, LLC, RD Holdings, LLC, and

Jeff Sparrow (collectively, the “Defendants”).

The Plaintiffs allege that the Defendants defaulted on a personal loan totaling

$2,700,000, which was purportedly secured by their personal shares of stock in Lottery.com Inc.

(the “Company”).

4, 2024, the Plaintiffs filed an amended complaint naming the Company as an additional defendant.

The Company subsequently filed an answer

and asserted affirmative defenses on December 6, 2024, denying all allegations of wrongdoing.

The Company has stated its intent to vigorously

contest the claims and to pursue all legal remedies available.

The matter is currently set for trial on September 28, 2026.

February 14, 2025, Dawn Nettles, et.

al (“Nettles” or “Plaintiff”) filed a verified original class action (the

“Complaint”) against Lottery.com (“Lottery.com” or the “Company”), Rook TX LP, Gary N.

Solutions Corporation (“IGT”) (collectively the “Defendants”) in the District Court of Harris County, 333rd Judicial

District (the “Court”) alleging that the Defendants engaged in systematic fraud, misappropriated lottery funds, illegally

sold tickets across state lines, and manipulated the outcome of lottery games, including, but not limited to the April 22, 2023 Lotto

Texas drawing.

On March 25, 2025, the judge issued a ruling that the claims against IGT be dismissed without prejudice.

Nettles filed

a notice on May 30, 2025, that she is “taking a Nonsuit Without Prejudice Against All Parties Effective Immediately.” The

Notice, under Texas Rule of Civil Procedure 162, terminated the case effective immediately.

April 8, 2025, Jerry R.

Reed (“Reed” or the “Plaintiff”) commenced an action against ALTX Management,

AutoLotto, Inc.;

Matthew Clemensen;

Colossus Bets Limited;

Ryan Dickinson;

Lawrence Anthony Dimatteo III;

Lottery Now Inc.;

Lottery.com ,

(“ Lottery.com ” or the “Company”);

Bernard Marantelli;

Qawi and Quddus, Inc.;

Zeljeko Ranogajec;

Rook GP, LLC;

and White Swan Data Limited (collectively, the “Defendants”).

The action was filed under

25-BC03A-0007, styled Jerry B.

Rook TX LP, Rook GP LLC, Colossus Bets Limited, Lottery.com , Inc., AutoLotto,

Inc., Lottery Now, Inc., ALTX Management, LLC, Qawi and Quddus, Inc.

d/b/a Luck Zone, Lawrence Anthony “Tony” Dimatteo III,

Matthew Clemensen, Ryan Dickinson, Zeljeko Ranogajec a/k/a John Wilson, White Swan Data Limited, and Bernard Marantelli , in the Business

Court of Texas, Third Division.

The matter was subsequently removed to the 353rd Judicial District Court of Travis County, Texas and assigned Case

D-1-GN-25-002446.

Plaintiff seeks to recover funds that he contends were wrongfully excluded from the Lotto Texas jackpot he purportedly

won on May 17, 2023.

The Company maintains that it is yet to be properly served in the case and has not formally appeared in the matter.

In the event it is properly served or an appearance is required, the Company intends to vigorously contest the claims and to pursue all

legal remedies available, including defenses and counterclaims.

SEC Compliant

On January 22, 2026, the U.S.

Securities and Exchange Commission (the “SEC”) filed a civil complaint in the United States District Court for the Southern

District of New York naming certain former senior executive officers of the Company, the Company and the former CEO of the SPAC Trident

Acquisitions Corp as defendants (the “Complaint”).

The Complaint asserts claims under various provisions of the federal securities

laws and seeks injunctive relief, disgorgement, civil monetary penalties, and other equitable remedies.

The Complaint relates to alleged

conduct occurring primarily between 2020 and mid-2022, including periods prior to and shortly following the Company’s merger with

Trident Acquisition Corp.

The individuals identified in the Complaint, who previously served as executive officers, are no longer employed

by the Company and have no ongoing association or involvement with the Company in any capacity.

Since mid-2022, the Company has undergone

substantial changes in management, governance, and internal controls.

The Company’s current management team was not involved in

the conduct alleged in the Complaint.

The Company has fully cooperated with the SEC’s investigation and intends to continue full

cooperation with the SEC in connection with this matter.

While the Company maintains the Complaint lacks merit against the Company and

will defend against the lawsuit if necessary, the Company has entered into non-binding discussions with the SEC regarding a potential

There can be no assurance that a final agreement will be reached, but the matter appears to be very close to being resolved

without any material liability to the Company.

On June 16, 2026, the Court ordered a 30-day stay of the proceedings for the SEC and the

Company to make meaningful progress towards settlement and report back to the Court.

Financial Capital Markets LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC

On February 10, 2026, Sports

Entertainment Gaming Global Corporation filed a lawsuit in the District Court of Tarrant County, Texas against Virtu Financial Capital

Markets LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC (Cause No:

236-374531-26).

The complaint alleges that

the defendants engaged in unlawful securities trading practices, including alleged market manipulation, spoofing, naked short selling

and other trading activities that artificially depressed the market price of the Company’s common stock.

The Company asserts claims

under the Texas Securities Act and certain provisions of the Securities Exchange Act of 1934 and seeks monetary damages, attorneys’

fees, costs, interest and other relief deemed appropriate by the court.

The complaint states that the amount in controversy does not exceed

$178.75 million.

On June 18, 2026, Alumni Capital

LP sent the Company an Event of Default Redemption Notice threatening to commence legal proceedings against the Company relating to an

unsecured convertible promissory note issued pursuant to a Securities Purchase Agreement dated March 16, 2026.

Alumni alleges that the

Company defaulted under certain provisions of the transaction documents and seeks, among other relief, redemption of the note, liquidated

damages, interest, attorneys’ fees, and other remedies provided under the applicable agreements.

Diamond Research LLC

On June 26, 2026, the Company

filed a lawsuit in the District Court of Tarrant County, Texas against Defendants White Diamond Research LLC and Adam Gefvert (Cause No.:

352-379280-26).

The complaint asserts claims arising from statements and publications made by the defendants concerning the Company, including

a claim for business disparagement.

The Company alleges that the defendants published false and misleading statements regarding the Company’s

business and operations and seeks monetary damages, injunctive and other equitable relief, attorneys’ fees where recoverable, costs,

and such other relief as the court deems appropriate.

On July 6, 2026, the Company filed

a lawsuit in the District Court of Tarrant County, Texas against Defendant USA Today Co., Inc.

(formerly Gannett Co., Inc.

and Gatehouse

Media, LLC), arising from an advertising agreement entered into in December 2016 (the “Advertising Agreement”) (Cause No.:

048-379558-26).

Under the Advertising Agreement, the Company acquired contractual rights to receive approximately $18.0 million of advertising

inventory and related services from defendants.

The Company alleges that, despite repeated requests beginning in 2024 to utilize the remaining

advertising inventory available under the Advertising Agreement, defendant has refused to acknowledge approximately $16.4 million of advertising

media credits or honor the Company’s contractual rights.

Mine Safety Disclosures.

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 3. Legal Proceedings