8-K: Lottery.com Executes 1-for-10 Reverse Stock Split

Lottery.com Inc. implemented a 1-for-10 reverse stock split of its common stock, effective August 28, 2025, to adjust its share structure.

Summary

• Lottery.com Inc. filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation.
• The amendment effects a 1-for-10 reverse stock split of its common stock, par value $0.001 per share.
• The reverse stock split became effective at 5:30 p.m. Eastern Time on August 28, 2025.
• Every ten shares of common stock, whether issued, outstanding, or held as treasury stock, were automatically reclassified into one new share.
• The total number of authorized common shares (500,000,000) and preferred shares (1,000,000) remains unchanged.
• The common stock will begin trading on Nasdaq on a reverse split-adjusted basis on August 29, 2025, under the existing symbol SEGG.
• The new CUSIP number for the common stock is 54570M306.
• Proportionate adjustments will be made to outstanding equity awards, warrants, and equity incentive plans.
• No fractional shares will be issued; stockholders entitled to fractional shares will receive a cash payment based on the closing price on Nasdaq on August 28, 2025.

Sentiment

Score: 4

Explanation: A reverse stock split is generally a neutral to slightly negative event, often indicating a need to address a low stock price. While it can help maintain exchange listing, it doesn't inherently improve the company's fundamentals. The lack of explicit positive news or financial improvements keeps the sentiment low.

Positives

• The company's common stock will continue to trade on The Nasdaq Stock Market LLC under its existing symbol SEGG on a reverse split-adjusted basis.

Negatives

• Reverse stock splits often indicate a low stock price, which can be perceived negatively by investors.
• The need for a reverse split may suggest underlying challenges with the company's valuation or market perception.

Future Outlook

The common stock will commence trading on The Nasdaq Stock Market LLC on a reverse split-adjusted basis on August 29, 2025, under the existing trading symbol SEGG.

Management Comments

• Matthew McGahan, Chief Executive Officer, signed the report on behalf of Lottery.com Inc.

Industry Context

Reverse stock splits are typically undertaken by companies to increase their per-share stock price, often to meet minimum bid price requirements for continued listing on major exchanges like Nasdaq, or to make the stock more attractive to institutional investors. This action by Lottery.com Inc. aligns with a common strategy for companies facing low stock valuations.

Corporate Governance

Stakeholder Impact

• Shareholders: Their number of shares will decrease by a factor of ten, while the per-share price is expected to increase proportionally. Those with fractional shares will receive cash.
• Equity Award Holders: The number of shares underlying outstanding equity awards and their exercise/grant prices will be proportionately adjusted.
• Warrant Holders: The number of shares issuable upon exercise of outstanding warrants and their exercise prices will be proportionately adjusted.

Next Steps

• Common Stock to begin trading on Nasdaq on a reverse split-adjusted basis on August 29, 2025.
• Cash payments will be issued to stockholders in lieu of fractional shares.
• Proportionate adjustments will be made to outstanding equity awards, warrants, and equity incentive plans.

Key Dates

Keywords

Lottery.com, Reverse Stock Split, Common Stock, Nasdaq, SEGG, LTRYW, Corporate Action, Equity Adjustment, Share Consolidation