Company Board Votes Not to Proceed With Reverse Stock Split

FORT WORTH, Texas, Feb. 20, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports media & entertainment, announces the successful results of its annual shareholder meeting conducted today from the Mar-a-Lago Club in Palm Beach, Florida. The Company presented four proposals to the shareholders, all of which passed by a wide margin.

One key decision facing shareholders was whether to authorize the Company’s Board of Directors (the “Board”) to effectuate a reverse stock split. The Board reviewed market conditions after the close of the US Market regular trading session today and unanimously voted to not proceed with the reverse split of the stock.

Two other substantive proposals facing shareholders were the election of Paul Jordan as a Class II Board director and the ratification of the appointment of Boladale Lawal & Co as the Company’s independent registered public accounting firm for the 2024 fiscal year.

Matthew McGahan, Chairman and CEO, commented:

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“This is a great day for Lottery.com. The shareholders have spoken and overwhelmingly said they approve our vision for Lottery.com and Sports.com. The nearly unanimous positive vote on all four proposals clearly indicates their confidence in our Board and management team to make the right decisions on the future of the Company. I sincerely thank the shareholders for their trust and support during the turn-around.”

The Company will file a Form 8-K with full results within four business days.

Important Notice Regarding Forward-Looking Statements 

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on June 14, 2024, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

This press release was published by a CLEAR® Verified individual.

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CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].

FORTH WORTH, Texas, Feb. 20, 2025 (GLOBE NEWSWIRE) — Sports.com, a leading global sports media and technology platform owned by Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery, recently announced a multi-year partnership with Soccerex becoming its official title sponsor for the next 24 months. Sports.com will support six major Soccerex events worldwide, including marquee stops in Cairo, Amsterdam and Miami in 2025.

The first event under this new partnership kicks off February 23 in Cairo, Egypt, launching a dynamic series of global soccer business and networking events. These events bring together industry leaders, clubs and players to shape the future of the sport.

Leading the charge for Sports.com at this prestigious Soccerex kickoff will be Marc Bircham, the former QPR and Millwall star, who now serves as the Director and Head of Football Acquisition at Sports.com. Bircham will be joined by Tamer Hassan, the internationally acclaimed Hollywood actor and Director at Lottery.com, best known for his standout performances in The Football Factory and The Business.

As part of their appearance at Soccerex MENA in Cairo, Marc Bircham and Tamer Hassan will host an exclusive Q&A session at the Soccerex Sports Expo on Sunday, February 23, offering attendees the opportunity to hear insights on the global soccer industry, their personal experiences in sports and entertainment, and the future vision of Sports.com’s involvement in the game.

Following the 2025 kickoff event in Cairo, Egypt, Soccerex will host their next event in Amsterdam in May 2025 which will take place at the iconic Johan Cruyff Arena, one of Europe’s most renowned soccer stadiums. During the Amsterdam and Miami events, Sports.com will host a number of private events, featuring international soccer coaches and managers from the Premier League. Additionally, special guests from other sports around the world will be in attendance, with a particular focus on motorsports.

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The Miami event is scheduled for November 2025 and will be held at the prestigious Hard Rock Hotel Resort in Fort Lauderdale, promising a world-class experience that blends elite soccer networking with luxury hospitality.

Marc Bircham, Director of Sports.com and Head of Football Acquisitions, commented:

“I am incredibly excited to represent Sports.com at Soccerex and be part of this global journey. Soccerex is known for bringing together some of the biggest names and brightest minds in the football world, and I am looking forward to sharing my own experiences, both on and off the pitch. The lineup of events we have planned, especially with the incredible settings in Amsterdam and South Florida will provide unmatched opportunities for meaningful conversations about the future of the game. Sports.com is here to make a lasting impact and this partnership is only the beginning.”

Tamer Hassan, Director at Lottery.com and Acclaimed Actor, said:

“Soccer has always been a passion of mine, and to be part of Soccerex representing Sports.com is a real privilege. The beautiful game connects people from all walks of life, and Soccerex is the perfect platform to bring those connections to the forefront. With Sports.com, we are committed to creating unique opportunities that unite sports, entertainment and technology. From Cairo to Amsterdam and Miami, I am looking forward to the incredible journey ahead and the impact we are set to make.”

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About Sports.com

Sports.com is a premier digital sports platform dedicated to delivering cutting-edge content, fan engagement and technological innovation in the sports industry. With a commitment to growing the global soccer ecosystem, Sports.com partners with leading organizations and influencers to create unparalleled experiences for fans and professionals alike.

Important Notice Regarding Forward-Looking Statements 

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on June 14, 2024, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

This press release was published by a CLEAR® Verified individual.

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CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].

FORT WORTH, Texas, Feb. 18, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports entertainment, announces the establishment of a global advisory board (the “Advisory Board”) to provide active strategic guidance and support the Company’s growth, structure and expansion into new markets.

The Advisory Board will focus on the Company’s two primary brands, Lottery.com and Sports.com, along with its subsidiaries. As Lottery.com navigates complex opportunities for growth, the Advisory Board will offer steady leadership, bringing together industry leaders with deep experience in gaming, technology, operations, media, compliance and private equity. This distinguished group will provide independent advice on evolving trends and challenges to Lottery.com’s board of directors and executive management team, helping evaluate the Company’s current business model, refine operations and explore new trends and prospects to accelerate growth. Additionally, the Advisory Board will support corporate governance and offer strategic recommendations to ensure compliance and long-term stability.

The initial members of the Advisory Board are:

• Chairman: Cary S. Fitchey, Senior Managing Partner at British Pacific Partners LLC, a Los Angeles-based advisory firm and merchant bank. Mr. Fitchey raised and invested over $2 billion in the U.S., Europe and South Africa. Mr. Fitchey has been a special consultant to the CEO of the Company since May 2024 and has years of experience in acquisitions, strategy, compliance and corporate governance.

• Ashleigh Barry, Senior Vice President of Strategic Communications, National Association for Veteran’s Rights. A multiple Emmy and Edward R. Murrow Award-winning journalist, Ms. Barry has an extensive background in U.S. Federal Government advisory roles.

• Damien Lipman, Founder and Managing Director, TenXnet FZCO, a company specializing in providing payment solutions for complex jurisdictions. His career began as a British Army officer in The Life Guards Household Cavalry, where he served for eight years, including operational deployments in Afghanistan, earning recognition for leadership in high-pressure environments. His career also includes leadership roles in consultancy, hedge fund marketing, financial operations, business development and strategic partnerships.

• Sam Verma, Co-Founder and Chairman, FansXR, a portfolio of fan-controlled 2D, 360 and animated entertainment and sports gamification powered by extended reality and augmented data overlays. He has helped develop projects in hospitality, casinos and online gaming, along with extensive experience in international banking, communications, technology and marketing.

While Lottery.com continues to focus on the future, guided by principles such as integrity and transparency, it anticipates that the Advisory Board will also offer valuable insight and make recommendations to the Company moving it further and further away from legacy matters associated with the Company’s prior management. The formation of the Company’s Advisory Board comes at a favourable time as Lottery.com experiences renewed interest from investors following a Notice of Effectiveness for its S-1 from the SEC last quarter.

The Advisory Board will provide valuable expertise in responsibly expanding the Lottery.com brand, identifying and evaluating new markets that currently support lottery and sweepstakes games or are considering legalizing gaming. In 2023, the global lottery market was valued at approximately $335 billion, with nearly 30% of proceeds allocated to public programs such as education, veterans’ affairs, and healthcare. Lottery.com, with guidance from its Advisory Board, aims to enhance its impact in these areas by creating a sustainable philanthropic framework within its business model, reinforcing its commitment to social responsibility and community development.

Matthew McGahan, Lottery.com Chairman and CEO, commented:

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“Immediately after receiving the Notice of Effectiveness from the SEC regarding our S-1 last fall, I met with the Company’s directors and executive team to discuss the formation of this advisory board. This is an important step to best position the Company for growth in a way that ensures compliance, trust with our customers and maximizes shareholder value.”

Cary Fitchey, Lottery.com Advisory Board Chairman, added:

“The Advisory Board will actively focus on how the Company can facilitate growth while navigating complexities of operating and marketing in multiple domestic and international markets. Our role is to support and augment the board and management to ensure the ongoing growth and structuring of the Company to achieve the value for our shareholders and the communities we serve.”

Ashleigh Barry, Lottery.com Advisory Board member also comment:
“Advocacy and strategic communication are essential in today’s evolving business landscape, and I am honored to join Lottery.com’s Advisory Board at such a transformative time for the Company. Lottery.com’s commitment to integrity and expansion aligns with my passion for driving meaningful impact, and I look forward to helping the company navigate its next phase of growth in the digital lottery and sports entertainment industry.”

Important Notice Regarding Forward-Looking Statements 

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This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on June 14, 2024, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

This press release was published by a CLEAR® Verified individual.

CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].