8-K: Lottery.com Terminates Convertible Note with Evergreen

Lottery.com Inc. has terminated its Senior Secured Convertible Promissory Note and related Securities Purchase Agreement with Evergreen Capital Management, LLC, rendering them null and void.

Summary

• Lottery.com Inc. (the Company) entered into a Termination Agreement with Evergreen Capital Management, LLC on January 26, 2026.
• This agreement terminates the Senior Secured Convertible Promissory Note, originally issued on December 2, 2025, and its related Securities Purchase Agreement, dated December 2, 2025.
• The termination became effective upon the delivery of common stock shares issued under Conversion Notice #7, dated January 13, 2026.
• As a result, the promissory note and securities purchase agreement are now null and void, with no further amounts due or payable by either party.
• The full text of the Termination Agreement will be filed as an exhibit to the Company's Form 10-K for the period ended December 31, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it removes a potentially dilutive and complex financing instrument from the company's balance sheet, simplifying its capital structure and eliminating future payment obligations under the note.

Positives

• Elimination of a Senior Secured Convertible Promissory Note and its associated Securities Purchase Agreement, simplifying the capital structure.
• No further amounts are due or payable by either party under the terminated agreements, potentially reducing future financial obligations and uncertainty.

Negatives

• The termination was effective upon delivery of shares issued pursuant to a conversion notice, indicating prior dilution from the convertible note.

Future Outlook

No explicit forward-looking statements or guidance are provided in this filing.

Management Comments

• The promissory note and securities purchase agreement are null and void and of no further force or effect, and no further amounts are due or payable by either party thereunder.

Industry Context

StockSavvy.ai notes that the termination of a convertible note, especially a secured one, can signal a company's effort to simplify its capital structure and reduce potential future dilution or debt obligations. This move could be viewed positively by investors seeking clearer financial statements and reduced overhang from complex financing instruments, aligning with a broader industry trend towards more transparent and less encumbered balance sheets.

Stakeholder Impact

• Shareholders: Potential reduction in future dilution risk from the convertible note and a clearer capital structure.
• Creditors: Evergreen Capital Management, LLC is no longer a creditor under the specific terminated secured note.

Next Steps

• The full text of the Termination Agreement will be filed as an exhibit to the Company's Form 10-K for the Period Ended December 31, 2025.

Key Dates

Recommendation

The termination of the Senior Secured Convertible Promissory Note removes a source of potential future dilution and simplifies the company's capital structure, which is a positive step. However, without further financial or operational updates, this event alone does not warrant a 'buy' recommendation. Investors should 'hold' and await the upcoming 10-K filing for a comprehensive view of the company's financial performance and strategic direction.

Keywords

Lottery.com, SEGG, Evergreen Capital Management, Convertible Note, Promissory Note, Securities Purchase Agreement, Termination Agreement, SEC Filing, 8-K, Corporate Finance, Debt Termination