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Amendment No. 1 to Form 8-K
0001673481
2022-09-27
2022-09-27
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2022-09-27
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2022-09-27
2022-09-27
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 27, 2022
Lottery.com
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-38508 |
|
No.
81-1996183 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
20808
State Hwy 71 W, Unit B
Spicewood,
Texas |
|
78669 |
| (Address of Principal
Executive Offices) |
|
(Zip Code) |
(512)
592-2451
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common Stock, par value
$0.001 per share |
|
LTRY |
|
The Nasdaq Stock Market
LLC |
| Warrants to purchase one
share of common stock, each at an exercise price of $11.50 |
|
LTRYW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
4.01 Changes in Registrant’s Certifying Accountant.
Resignation
of Current Independent Registered Public Accounting Firm
Lottery.com
Inc. (the “Company”) is filing this Current Report on Form 8-K/A to amend its Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on October 6, 2022 (the “Original Form 8-K”), in which the Company disclosed
that Armanino LLP (“Armanino”) resigned as the independent registered public accounting firm of the Company.
On
October 6, 2022, the Company provided Armanino with a copy of the disclosures it made pursuant to Item 304(a) of Regulation S-K in the
Original Form 8-K and requested that Armanino furnish to the Company as promptly as possible a letter addressed to the SEC stating whether
Armanino agrees with the statements made by the Company pursuant to Item 304(a) of Regulation S-K in the Original Form 8-K and, if not,
stating the respects in which it does not agree.
The
Company is filing this Current Report on Form 8-K/A to amend its Original Form 8-K by filing Armanino’s letter to the SEC. A copy
of Armanino’s letter to the SEC, dated October 7, 2022, is attached as Exhibit 16.1 to this Current Report on Form 8-K/A and is
incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Forward
Looking Statements
This
Current Report on Form 8-K/A (the “Form 8-K/A”) 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 Form 8-K/A, regarding the Company’s
strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K/A,
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 Form 8-K/A 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 Form 8-K/A 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 filed by the Company with
the SEC on April 1, 2022, 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 Form 8-K/A 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 Form 8-K/A.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Lottery.com Inc. |
|
| |
|
|
| By: |
/s/ Sohail
S. Quraeshi |
|
| Name: |
Sohail S. Quraeshi |
|
| Title: |
Interim Chief Executive Officer |
|
Date:
October 12, 2022
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