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Nasdaq:LTRY

Lottery.com Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Reports on Form 10-Q

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AUSTIN, Texas, Nov. 30, 2022 (GLOBE NEWSWIRE) — As previously disclosed in the Lottery.com Inc. (the “Company”) Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2022, the Company has not yet finalized its review of its financial statements or its assessment of the impact of the findings of the ongoing review of the Company’s internal accounting controls on its historical financial statements or for the financial statements for the quarters ended June 30, 2022 or September 30, 2022, and is therefore unable to file its Quarterly Reports on Form 10-Q for the periods ended June 30, 2022 or September 30, 2022.

On November 28, 2022, the Company received a notice (the “Notice”), dated November 16, 2022, from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of an additional delinquency in the timely filing of the Company’s Form 10-Q for the period ended September 30, 2022, as well as not having timely filed the Form 10-Q for the period ended June 30, 2022, with the SEC, (collectively, the “10-Q’s”) the Company remains out of compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires timely filing of all required periodic financial reports with the SEC.

The Company is working toward filing the Form 10-Q’s as soon as practicable, but was unable to file them by the prescribed due date.

As a result of the delinquencies, the Company must submit an update to its original plan to regain compliance with the Listing Rule.

Additionally, the Notice indicated that under the Nasdaq Listing Rules, a company normally has 60 calendar days to submit a plan to regain compliance, but that the Nasdaq staff has determined to shorten the deadline for the Company to submit its plan to December 1, 2022, pursuant to the staff’s discretionary authority set forth in Nasdaq Listing Rule 5101.
  
While the Company can provide no assurances as to timing, the Company plans to file the Form 10-Q’s as soon as practicably possible to regain compliance with the Listing Rule.

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About Lottery.com

Lottery.com, Inc. is a leading technology company that is transforming how, where and when lottery is played. Its engaging mobile and online platforms enable players and commercial partners located throughout the United States and other countries to remotely purchase legally sanctioned lottery games. Lottery participants look to the Company’s website, Lottery.com, for compelling, real-time results on over 800 lottery games from over 40 countries. Additionally, through WinTogether.org, Lottery.com is fundamentally changing how non-profit donors are incentivized to action by gamifying charitable giving. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. For more information, visit http://www.lottery.com.

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 press release, 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 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 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.

CONTACT: Lottery.com Contact:
[email protected]

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Nasdaq:LTRY

Lottery.com, Inc. Announces Acquisition of Nook Holdings Limited

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Company Will Develop Sports.com in the Middle East

AUSTIN, Texas, Oct. 02, 2023 (GLOBE NEWSWIRE) — Lottery.com, Inc. (NASDAQ: LTRY, LTRYW), backed by funding provided by UCIL, has entered into an agreement to acquire Nook Holdings Limited (Nook), a pioneering force in the sports, fitness, and wellness industry. Nook is known for its innovative approach to co-working in Dubai and has procured 200 licenses for individuals and companies in the sports sector seeking access to Dubai and the broader Middle Eastern market. With its exclusive partnership with the Dubai Multi-Commodities Centre Free Zone (DMCC), Nook offers a wide range of services, including business setup support, insurance, VAT registration, and networking opportunities for like-minded sports entrepreneurs. As part of the acquisition, Nook will be rebranded as Sports.com.

Sports.com:  Transforming the Future of Sports Entertainment

Sports.com is being developed as a dynamic sports entertainment platform to meet the evolving demands of sports enthusiasts worldwide. The platform expects to offer an array of services, including live and on-demand sports streaming, data analytics, e-gaming, education, ticketing, and merchandising.

The Sports.com platform is structured around six core verticals:

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  1. Streaming and video on demand;
  2. Best of sports catalogues and exclusive live events;
  3. Original content production, featuring acclaimed documentaries and sports-themed feature films;
  4. E-sports and Metaverse development;
  5. Promotional, educational, and other services, including support for sports events, clubs, teams, and academies.
  6. Support global health, fitness and wellness.

With a mission to become the world’s foremost hub for sports entertainment, Sports.com aims to connect fans, athletes, franchises, teams, rights owners, gaming providers, sponsors, and advertisers in an immersive and engaging environment.

Nook by DUPLAYS:  Empowering Sports, Fitness, and Wellness Entrepreneurs

The collaboration between Nook and DMCC empowers entrepreneurs in the sports, fitness, and wellness sector. ‘Nook by DUPLAYS’ offers a comprehensive solution to overcome the challenges faced by startups and small to medium sized businesses. Nook provides its clients the opportunity to:

  • Own 100% of their sports business with a Dubai license and a company bank account.
  • Obtain essential insurance coverage, No Objection Certificates (NOC), VAT registration, and business support.
  • Apply for NOC permission to operate in mainland areas as a Free Zone company.
  • Work in an environment designed to support networking with sports and wellness entrepreneurs.
  • Activate businesses at on-site group studios, training and event areas.
  • Scale-up their relationship with Nook as their business grows.

Commenting on the acquisition, Lottery.com Board Chairman and Interim CEO Matthew McGahan stated:

“The strategic acquisition of Nook and its rebranding as Sports.com marks the next phase of the Lottery.com journey. We aim to establish Nook as a true sports incubator within the Sports.com community, fostering growth for companies and individuals alike by leveraging our extensive network to provide tailored guidance for startups, connecting them with accomplished entrepreneurs, forward-thinking organizations and visionary investors. Our objective, built on a shared vision of catalyzing business growth to shape the future of sports, health, and entertainment, is to create a unique environment for sports-related enterprises to flourish and we certainly intend to selectively invest in individuals and businesses to achieve this goal.”

“With the continued support of our shareholders, our financial agility is enhanced and with that comes an acceleration of hitting our ambitious targets for both Lottery.com and Sports.com.”

Mr. McGahan further highlighted that with its acquisition of Nook, Sports.com establishes a true physical presence in the Middle East, demonstrating its passion and commitment for innovating sports, health, and entertainment worldwide.

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Ravi Bhusari, Founder of Nook added:

“As the founder of Nook, I am thrilled to embark on this exciting journey with Lottery.com and the transformation of Nook into Sports.com. Our mission has always been to empower sports, fitness, and wellness entrepreneurs, and this partnership takes that mission to a whole new level. Together, we will create a dynamic sports entertainment platform that not only connects enthusiasts but also fosters innovation and growth within the sports industry. We look forward to shaping the future of sports, health, and entertainment on a global scale.”

About Lottery.com, Inc.

Lottery.com, Inc. is a leading technology company that is transforming how, where and when lotteries are played. Its engaging mobile and online platforms enable players and commercial partners located throughout the United States and other countries to remotely purchase safe and legally sanctioned lottery games. Lottery participants look to the Company’s website, Lottery.com, for compelling, real-time results on over 800 lottery games from over 40 countries. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. 

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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the company’s future financial performance, as well as the company’s strategy, future operations, revenue guidance, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” 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. Except as otherwise required by applicable law, Lottery.com 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. Lottery.com 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 Lottery.com. In addition, Lottery.com cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Lottery.com; (ii) the Company’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and its accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to its dependence on its intellectual property and the risk that  technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic or other pandemic and their effect directly on Lottery.com and the economy generally; (vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com, Inc. with the U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and the other documents filed, or to be filed, by the Company with the SEC. 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. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Lottery.com 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.

CONTACT: [email protected]

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Nasdaq:LTRY

Lottery.com Regains Nasdaq Compliance

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AUSTIN, Texas, Sept. 12, 2023 (GLOBE NEWSWIRE) — Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or the “Company”) announced today that on September 8, 2023, it received formal notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has evidenced compliance with the minimum bid price requirement set forth in the Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”) and the filing requirement Listing Rule 5250(c) (the “Periodic Filing Rule”).

As announced on August 24, 2022, the company was notified that its ordinary shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Minimum Bid Price Requirement. As announced on August 8, 2023, the Company’s shareholders overwhelmingly approved a reverse stock split. The Company’s board then voted to approve a 1-for-20 reverse split (the “Split”) which was in the range approved by the shareholders. The Split became effective at the close of trading on August 9, 2023. On June 8, 2023, the Nasdaq Hearings Panel (the “Panel”) granted the Company until June 15, 2023 to file an Annual Report on Form 10-K for the period ended December 31, 2022 and a Quarterly Report on Form 10-Q for the period ended March 31, 2023. The Panel also granted the company until August 24, 2023, to regain compliance with the Minimum Bid Price Requirement for continued listing. To regain compliance with the Minimum Bid Price Requirement, the closing bid of the Company’s ordinary shares needed to be at least $1.00 for a minimum of 10 consecutive business days.

The Notification Letter confirmed that the Company evidenced a closing bid price at or greater than the $1.00 per ordinary share minimum requirement for the last 10 consecutive business days from August 10, 2023 to August 31, 2023 and that the Company has regained compliance with the Minimum Bid Price Requirement. The Notification Letter also confirmed that the Company was in compliance with the Periodic Filing Rule.

For more information please contact: [email protected], or visit: http://www.lottery.com

About Lottery.com, Inc.

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Lottery.com, Inc. is a leading technology company that is transforming how, where and when lotteries are played. Its engaging mobile and online platforms enable players and commercial partners located throughout the United States and other countries to remotely purchase safe and legally sanctioned lottery games. Lottery participants look to the Company’s website, Lottery.com, for compelling, real-time results on over 800 lottery games from over 40 countries. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. 

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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the company’s future financial performance, as well as the company’s strategy, future operations, revenue guidance, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” 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. Except as otherwise required by applicable law, Lottery.com 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. Lottery.com 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 Lottery.com. In addition, Lottery.com cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Lottery.com; (ii) the Company’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and its accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to its dependence on its intellectual property and the risk that technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic or other pandemic and their effect directly on Lottery.com and the economy generally; (vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com, Inc. with the U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and the other documents filed, or to be filed, by the Company with the SEC. 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. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Lottery.com 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

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Nasdaq:LTRY

Lottery.com, Inc. Appoints Accomplished Industry Leader Christopher Gooding as Non-Executive Director

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AUSTIN, Texas, Aug. 14, 2023 (GLOBE NEWSWIRE) — Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or the “Company”) names Christopher Anderson Gooding to its board of directors. His appointment is another important step in a new era of compliance with Nasdaq for the Company.

Christopher Gooding brings decades of service at respected law firms, predominantly within the heart of London’s financial district. His professional journey began as an Assistant Solicitor at Clifford Turner in London and Dubai, advancing to a 15-year tenure at Clyde & Co. A consummate legal strategist, he also served as a partner at LeBoeuf Lamb Greene & MacRae and Howard Kennedy. Notably, from 1999 to 2009, he held the position of Director at the Sovereign Trade Corporation. Adding to his diverse portfolio, Gooding subsequently held partner roles at Fasken Martineau and Nabarro LLC (now CMS). Since 2022, he has honed his expertise as a Consultant at Crowell and Morsing.

Of significance is Gooding’s extraordinary fusion of legal finesse with a substantial involvement in the corporate landscape. His credentials include being a founding director of a substantial NY-based hedge fund valued at over $500 million. He has also been a guiding presence on the Boards of UK-based companies spanning aviation, insurance, and cutting-edge startups, as well as spearheading initiatives in the green energy and aviation sectors. His hands-on spirit propelled the creation of a boutique hotels group in Morocco, a project he actively designed. The Lottery Board will benefit from Gooding’s insightful perspectives backed by his vast experience across an array of commercial realms.

This announcement comes on the heels of last week’s news of overwhelming shareholder approval for the Company’s strategic reverse stock split initiative, which capped the last requirement for the Company to regain full compliance with Nasdaq’s listing rules. The shareholders also supported the election of Nick Kounoupias as a Class II Director.

Leveraging fortified corporate governance, underpinned by a stalwart board and solid financial backing from UCIL, Lottery.com is now focusing on resuming operations in three major segments of its business model before the end of 2023. The Company anticipates new revenue streams from B2C ticket sales, international expansion, and technology licensing.

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Christopher Gooding commented:

“My legal career has been characterized by crafting innovative commercial solutions to tackle unique client challenges. Identifying latent issues and orchestrating proactive solutions has been a hallmark of my approach. I am thrilled to contribute these proficiencies and more to a Board already steeped in profound insight and strategic acumen.”

Lottery.com Board Chairman and Interim CEO Matthew McGahan added:

“We extend a very warm welcome to Christopher. The appointment of an individual of his stature enriches our Board substantially. His legal acumen, coupled with a deep understanding of corporate governance, greatly augments our combined senior leadership experience. Bolstered by these strategic appointments and solid UCIL financing, we now have a much more robust operational and financial foundation to execute on our business plan. As we lean in to the second half of our fiscal year, our strategy’s central interest is to restore the Company’s revenue-driving operations. Our business is easily scalable, contains inherent potential and we look forward to updating the market on these and other positive developments in due course.”

For more information please contact: [email protected] , or visit: http://www.lottery.com

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About Lottery.com, Inc.

Lottery.com, Inc. is a leading technology company that is transforming how, where and when lotteries are played. Its engaging mobile and online platforms enable players and commercial partners located throughout the United States and other countries to remotely purchase safe and legally sanctioned lottery games. Lottery participants look to the Company’s website, Lottery.com, for compelling, real-time results on over 800 lottery games from over 40 countries. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. 

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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the company’s future financial performance, as well as the company’s strategy, future operations, revenue guidance, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” 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. Except as otherwise required by applicable law, Lottery.com 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. Lottery.com 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 Lottery.com. In addition, Lottery.com cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Lottery.com; (ii) the Company’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and its accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to its dependence on its intellectual property and the risk that  technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic or other pandemic and their effect directly on Lottery.com and the economy generally; (vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com, Inc. with the U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and the other documents filed, or to be filed, by the Company with the SEC. 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. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Lottery.com 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.

 

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