What changed in this filing

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Item 3. Legal Proceedings

2025-04-21 compared with 2024-04-03 · 188 added, 88 removed, 42 unchanged (87% of the section changed)

3 unchanged sentences

The outcome of litigation is inherently

If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s

expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

July 29, 2022, the Company filed its original Verified Complaint for Breach of Contract and Specific Performance (the “Streicher

Complaint”) against J.

Streicher Financial, LLC (“Streicher”) in the Court of Chancery of the State of Delaware (the

“Chancery Court”), styled AutoLotto, Inc.

If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s

expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

July 29, 2022, the Company filed its original Verified Complaint for Breach of Contract and Specific Performance (the “Streicher

Complaint”) against J.

Streicher Financial, LLC (“Streicher”) in the Court of Chancery of the State of Delaware (the

“Chancery Court”), styled AutoLotto, Inc.

dba Lottery.com v.

4 unchanged sentences

On September 26, 2022, the Chancery Court entered an order in favor

of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000.00

(the “Streicher Judgment”).

On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s

fees (the “Fee Order”).

On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the

On December 8, 2022, the Company’s prior attorney Skadden, Arps, Slate, Meagher & Flom, LLP (“Skadden”)

filed its Combined Motion to Withdraw as Counsel and For a Charging Lien in amount of $3,024,201.17 for legal fees unpaid by Company

(“Skadden’s Motion”).

On December 30, 2022, the Company filed its response to Skadden’s Motion, alleging that

the Chancery Court should deny Skadden’s Motion for a Charging Lien as a matter of law or, in the alternative, limit the

charging lien to the amount of the attorneys’

fees awarded by the Fee Order.

As of the date of this Report, the Chancery Court

has not set Skadden’s Motion for an oral hearing, nor has it entered an order on the motion.

On January 20, 2023, faced with post-judgment

discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of $75,000.00.

On February 13, 2023,

Streicher made another payment towards the Judgment in the amount of $50,000.00 and had agreed to make another payment in the amount

of $75,000.00 on February 28, 2023, which it failed to make.

The Company intends to fully collect on the Judgment and shall pursue all

legal and equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied.

Factors - Legal Proceedings Risks - We may not recover amounts owed to us from J.

Streicher Financial, LLC ”

for further information.

of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000 (the

“Streicher Judgment”).

On October 27, 2022, the Chancery Court further awarded the Company $397,037 in attorney’s fees

(the “Fee Order”).

On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the Judgment.

On December 8, 2022, the Company’s prior attorney Skadden, Arps, Slate, Meagher & Flom, LLP (“Skadden”) filed its

Combined Motion to Withdraw as Counsel and For a Charging Lien in amount of $3,024,201 for legal fees unpaid by Company (“Skadden’s

On December 30, 2022, the Company filed its response to Skadden’s Motion, alleging that the Chancery Court should

deny Skadden’s Motion for a Charging Lien as a matter of law or, in the alternative, limit the charging lien to the amount

of the attorneys’ fees awarded by the Fee Order.

As of the date of this Report, the Chancery Court has not set Skadden’s

Motion for an oral hearing, nor has it entered an order on the motion.

On January 20, 2023, faced with post-judgment discovery and depositions,

Streicher remitted a partial payment towards the Judgment in the amount of $75,000.

On February 13, 2023, Streicher made another payment

towards the Judgment in the amount of $50,000 and had agreed to make another payment in the amount of $75,000 on February 28, 2023, which

it failed to make.

The Company intends to fully collect on the Judgment and shall pursue all legal and equitable means to enforce the

Judgment against Streicher until the Judgment is fully satisfied.

Million Class Action

August 19, 2022, Preston Million filed a Class Action Complaint (the “Class Action Complaint”) against the Company

and certain former officers and directors of the Company in the United States District Court for Southern District of New York (the “SDNY”),

August 19, 2022, Preston Million filed a Class Action Complaint (the “Class Action Complaint”) against the Company

and certain former officers and directors of the Company in the United States District Court for Southern District of New York (the “SDNY”),

styled Preston Million, Individually and on Behalf of All Others Similarly Situated vs.

4 unchanged sentences

The Class Action Complaint alleged violations

by all defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) 15 U.S.C.

78j(b), 78t(a), as amended by the Private Securities Litigation Reform Act of 1995 (“PSLRA”), U.S.C.

by all defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) 15 U.S.C.

78j(b), 78t(a), as amended by the Private Securities Litigation Reform Act of 1995 (“PSLRA”), U.S.C.

78u-4 et seq .

(collectively “Federal Securities Laws”).

On November 18, 2022, the SNDY 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

as lead counsel for plaintiffs and for the class in the case.

On December 5, 2022, the Court stipulated a Scheduling Order in

On January 12, 2023, the Company’s legal counsel timely filed its Notice of Appearance .

On January 31, 2022, plaintiffs

3 unchanged sentences

false and misleading statements in violation of Section 10(b),14(a) and 20(a) of the Exchange Act and plaintiffs seek compensatory damages,

reasonable cost and expenses including counsel fees and expert fees.

Pursuant to the Scheduling Order , the Company filed its motion

to dismiss the Amended Complaint on April 3, 2023, under the newly consolidated caption and its proposed order to dismiss the matter.

Plaintiffs are expected to file their opposition to the motion to dismiss no later than May 18, 2023, which would trigger the Company’s

deadline to file its reply brief in support of their motion to dismiss no later than June 20, 2023.

On February 6, 2024, the SDNY granted the Company’s Motion to Dismiss.

The Class Action Plaintiffs amended their complaint within

the twenty-one day period provided by the judge.

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

reasonable costs and expenses including counsel fees and expert fees.

Pursuant to the Scheduling Order , the Company filed its

motion to dismiss the Amended Complaint on April 3, 2023, under the newly consolidated caption and its proposed order to dismiss the

Plaintiffs were expected to file their opposition to the motion to dismiss no later than May 18, 2023, which would trigger the

Company’s deadline to file its reply brief in support of their motion to dismiss no later than June 20, 2023.

On February 6, 2024,

the SDNY granted the Company’s Motion to Dismiss.

On June 12, 2024, plaintiffs amended their complaint (the “Third Amended

On July 12, 2024, the Company filed its motion to dismiss the Third Amended Complaint (the “MTD Third Amended

On August 8, 2024, the plaintiffs filed their response in opposition to the MTD Third Amended Complaint.

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

in the Proxy.

The remainder of Plaintiffs claims were dismissed, including all claims against Komissarov.

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

Plaintiff Hoffman’s motion for leave for additional time to amend his complaint.

Accordingly, Hoffman’s’ Third Amended Complaint

shall be due April 24, 2025.

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

Plaintiff Hoffman’s opposition brief will be due

August 14, 2025;

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

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

Lottery.com, Inc.

f/k/a AutoLotto, Inc.

and its wholly-owned subsidiary TinBu, LLC (“TinBu”) in the Circuit Court of the

13 th Judicial District in and for Hillsborough County, Florida (the “TinBu Complaint”).

and its wholly owned subsidiary TinBu, LLC (“TinBu”) in the Circuit Court of the

13 th Judicial District in and for Hillsborough County, Florida (the “TinBu Complaint”).

The Complaint alleges

breach of contract(s) and misrepresentation with alleged damages in excess of $4.6 million.

The parties agreed to extend the Company’s

and its subsidiary’s deadline to respond until May 1, 2023.

The parties agreed to extend the Company’s

and its subsidiary’s deadline to respond until May 1, 2023.

On May 2, 2023, the Company and its subsidiary retained local counsel

who filed a Notice of Appearance on behalf of the Company and TinBu and filed a Motion for Enlargement requesting the Court to extend

its deadline to file its initial response to the Complaint by an additional 30 days (the “Motion for Enlargement”).

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.

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

As of the date of

this Report, the Plaintiffs’

Motion for Default 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.

November 21, 2023, the Company and its wholly owned subsidiary and 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 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.

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.

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

(“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.

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

The Company’s request for a Temporary Restraining Order was denied by the MDF in February 2024.

Eurasia 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.

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

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

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.

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.

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.

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

seeking a temporary restraining order, preliminary injunction and expedited discovery against Lottery.com and its directors.

entered an order the next day denying the relief sought by Woodford.

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

and its directors.

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

1 unchanged sentence

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

validity and application of the Woodford Loan Agreement Amendment is disputed by the Company.

requests from the Company, Woodford has repeatedly amongst other things:

failed to prove the amounts borrowed by the Company or claimed

to have been advanced by Woodford to the Company;

failed to indicate if it would accept accelerated payment of those verified amounts;

failed to provide an anti-money laundering acceptable account to which payment could be made by the Company and failed to explain failure

to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement;

failed to respond to requests

for funding under the accordion facility of the Woodford Loan Agreement;

and failed to respond to allegations of money laundering and

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.

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

(the “Complaint”) against Lottery.com (“Lottery.com” or the “Company”) and directors Matthew

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

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

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

alleging, amongst other things, breach of contract by the Company with respect to certain notes and warrants and breach of fiduciary

duties by the Individual Defendants.

2024-0921-NAC:

styled Honey Tree Trading, LLC v.

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”).

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

“Hearing”) and on the issue of breach of fiduciary duties against the Individual Defendants, Honey Tree’s counsel

informed the Court that, “[t]here is no question that Honey Tree is presently a shareholder and was a shareholder at the time

it presented its pleading.” On November 12, 2024, Plaintiff’s counsel informed the Court that “Honey Tree did own

shares prior to the filing of the Amended Complaint but sold them prior to that filing;

and (ii) Honey Tree did not subsequently

purchase shares of Lottery.com until November 7, 2024, the day after the [H]earing,” (Plaintiff’s Admission”).

Following Plaintiff’s Admission on November 13, 2024, Plaintiff dismissed without prejudice its claims against Hassan and

Macal (the “Dismissal”).

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.

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