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Nasdaq:LTRY

Lottery.com, Inc. Receives Expected Notice from NASDAQ Stock Market Pertaining to its 10-Q of March 31, 2023

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Company Files Several Delinquent Reports with the SEC

AUSTIN, Texas, May 24, 2023 (GLOBE NEWSWIRE) — On May 18, 2023, Lottery.com, Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, as a result of not having timely filed its Form 10-Q for the period ended March 31, 2023 with the Securities and Exchange Commission (“SEC”), the Company remains in non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires timely filing of all required periodic financial reports with the SEC.

Receipt of the Notice was expected by the Company since it has been actively working to cure all prior delinquent filings with the SEC in accordance with a schedule submitted to the Nasdaq Hearing Panel (the “Panel”). During the Company’s meeting with the Panel, which occurred on April 24, 2023, the Company presented to the Panel its timeline for completing the Company’s outstanding financial reports. To date, the Company has filed: Form 10-K/A for the fiscal year ended December 31, 2021 on May 10, 2023; Form 10-Q/A for the period ended March 31, 2022 on May 15, 2023; and Form 10-Q for the period ended June 30, 2022, on May 22, 2023.

While the Company can provide no assurances as to timing, the Company is committed to filing its reports as presented to the Panel to cure the remaining delinquencies.

The Company will promptly respond to Nasdaq regarding the Notice.

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About Lottery.com

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 legal 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. For more information, visit http://www.lottery.com.and for the Company’s filings with the SEC, visit https://ir.lottery.com/financials-filings/sec-filings.

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/A filed by the Company with the SEC on May 10, 2023 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.

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CONTACT: Lottery.com Contact:
[email protected]

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Nasdaq:LTRY

Lottery.com, Inc. Announces Voluntary Dismissal by Woodford Eurasia Assets of Proxy Misstatement Lawsuit Against Lottery.com and its Directors

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WILMINGTON, Del., Feb. 20, 2024 (GLOBE NEWSWIRE) — Lottery.com Inc., leading online lottery services provider announces that the legal action alleging proxy misstatements filed in federal court by Woodford Eurasia Assets Ltd against Lottery.com and the individual members of the Company’s Board of Directors, including Chairman Matthew McGahan, has been voluntarily dismissed without prejudice by Woodford.

The Notice of Voluntary Dismissal Without Prejudice was filed by Woodford in the United States District Court for the District of Delaware on February 14, 2024 in Case No. 23-1317-GBW, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com and its directors.

This notice of dismissal comes after Woodford filed its Complaint and unsuccessfully sought to enjoin the Company and its directors from holding the Special Meeting of Stakeholders, wherein the shareholders voted to allow the sale of stock that potentially could result in a change of control of the Company to its primary lender, United Capital Investments London Limited (“UCIL”). Woodford’s Motion For A Temporary Restraining Order, Preliminary Injunction and Expedited Discovery was denied by the Court by Memorandum Order on November 17, 2023, in which Honourable Judge Gregory B. Williams stated, the Court is not convinced…the directors’ interest in UCIL substantially change a voter’s mind and is not convinced that [Woodford] has shown a likelihood of success of the merits.” The Court added, publics interest is best served by permitting the Special Meeting to continue in line with the Company’s bylaws.”

With the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors.

Matthew McGahan, Chairman of Lottery.com and Sports.com, commented:

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“We are pleased to put this matter behind us. This resolution allows us to focus on our mission to offer innovative solutions in the lottery industry and to transform the sports media and entertainment arena with sports.com. We can now get back to focusing on providing value for our customers and stakeholders. We remain committed to operating with the highest standards of integrity and look forward to continuing our work in revolutionising the lottery and sports media experience worldwide. I would like to express my gratitude to our legal advisors, my fellow Board Directors and all those who have supported the company through this process.”

Lottery.com Contact: [email protected]

Lottery.com 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 in the United States and internationally to remotely purchase legally sanctioned lottery games. Fans and subscribers look to Lottery.com for compelling, real-time results on more than 800 lottery games from more than 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.

About Sports.com

Emerging from the strategic acquisition of SportLocker, Sports.com is poised to become the premier destination for sports entertainment, offering an unparalleled array of interactive and engaging sports content. For more information, visit www.sports.com.

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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) Lottery.com’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 Lottery.com’s accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to Lottery.com’s dependence on its intellectual property and the risk that Lottery.com’s technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic and its 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 Lottery.com 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 with the SEC under the heading “Risk Factors” and the other documents filed, or to be filed, by Lottery.com 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. Acquires SportLocker

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Sports.com Unveils Its New Sports Entertainment Platform

AUSTIN, Texas, Feb. 15, 2024 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider announces the strategic acquisition of S&MI Ltd. (“SportLocker”).

As part of the acquisition, SportLocker, rebranded as Sports.com, will immediately launch as a premier platform for sports fans worldwide, marking a pivotal leap in Sports.com’s evolution as the next-gen digital sports entertainment space. The platform merges innovative community-driven aspects with expansive content and technology, creating a new era of sports engagement.

Details of Acquisition

The stock-based acquisition is a significant step in Sports.com’s strategy to diversify and magnify its digital entertainment and sports engagement footprint, introducing a service that seamlessly blends sports and social for a truly immersive fan experience.

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Creating the next Gen Sports Entertainment Platform

Sports.com is poised to redefine digital sports entertainment by introducing a platform that aims to combine: 24 hours of sports news; live streaming; hours of exciting new content, including original documentaries, films, and exclusive behind-the-scenes access. By offering innovative ways for fans to watch sports—when they want, where they want, directly on their devices, regardless of the country—Sports.com is determined to break new ground. Throughout 2024, the Company plans to add additional features to and invest in innovative technologies for Sports.com that focus on immersing sports fans with content that truly matters to them though the establishment of communities and sports-centric social media interactions with some of the biggest stars in sports: past, present, and future.

Creating a New Vision for Sports Entertainment

The Company is initially focused on rolling out Sports.com in the USA and Europe, along with concentrated efforts in the Middle East. Sports.com is determined to expand globally, targeting high-energy sports such as soccer, motor racing (in all forms), football, baseball, basketball, MMA, boxing, cricket, golf, field and ice hockey, and tennis at the grassroots level. A dedicated parallel program committed exclusively to women’s sports is expected to launch, showcasing the latest methods for fan engagement, sponsorship acquisition, and generating new revenue streams for clubs and teams.

The Company previously announced plans for club acquisition, sponsorship, and media partnership programs. These initiatives, initially focused on UK soccer clubs, MLS, and USL, are spearheaded by Marc Bircham, Sports.com head of business development, and they reflect Sports.com’s commitment to making a significant impact in the sports and media landscape, particularly with the American audience in mind, leveraging the vast and lucrative American sports industry.

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Forward-Looking Strategic Direction and Growth Opportunities

Once established in the USA, Europe, and the Middle East, Sports.com plans to extend its reach into Africa, India, South America, Asia and Australia, with a target to deliver the same unparalleled sports content and interactive experiences along with regional sports content. This strategic direction underscores Sports.com’s commitment to driving growth in higher value territories and underserved markets along with prioritizing regions based on their ability to earn greater customer Lifetime Value (LTV). Sports.com envisions delivering comprehensive pre and post-match stats, news, and event highlights across a wide range of major sports such as soccer, golf, tennis, cricket, and more, including:

  • Access to the Indy 500, Dakar Rally, FIA Formula E, and the Formula 1 season.
  • Broadcasts of the PGA Tour, LPGA Tour, and the prestigious Masters Golf Tournament.
  • Comprehensive coverage of tennis Grand Slams, including the Australian Open, French Open, ATP and WTA tours.
  • Special events like the Summer Olympics 2024 and the ICC Men‘s T20 Cricket World Cup.

Enhanced Partnership Model with Mobile Network Operators

A core strategy behind the acquisition of SportLocker and the rebranding to Sports.com includes leveraging its established partnerships with Mobile Network Operators (MNOs) to offer localized branded sports content services. This approach enhances the value proposition for MNOs by servicing the demand for sports video content from large scale audiences across many markets directly onto consumers’ mobile devices.

Driving Growth Through Premium Content and Direct Connections

The SportLocker acquisition is an underlying-element of Sports.com’s accelerated growth strategy and rapid market penetration plan. By focusing on premium content bundling and optimizing its direct connections with MNOs for efficient user acquisition, Sports.com expects to attract exclusive marketing partners to drive and sustainably scale its brand.

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Majed Al Sorour, President of Sports.com and Saudi Golf, and former Director CEO of LIV Golf and Newcastle Football Club, said:

“I am thrilled to lead Sports.com into a new era where technology and passion for sport converge to create unparalleled experiences for fans worldwide. Our vision is to revolutionize fan engagement, making every moment more interactive, accessible, and engaging. Supporting Sports.com at this transformative stage, I look forward to leveraging my experience to catalyze growth, innovation, and community building in the sports and technology landscape.”

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

“This acquisition is of great strategic importance to our group and we are delighted to unveil Sports.com to the world with a revolutionary vision that will transform how fans engage with sports. By integrating SportLocker’s robust MNO partnerships, localized content services and community-focused features with enhanced content and technology, we are creating a dynamic ecosystem where fans can not only consume sports, but also connect and create in ways never before offered to the mass of sports fans worldwide.

“We are positioning Sports.com to offer sports fans an unparalleled year-round experience. The introduction of our media platform is just a glimpse of how we intend to bring fans closer to the sports they love.”

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Tim Scoffham, Founding Partner of SportLocker, added:

“The synergies between SportLocker and Sports.com represent a game-changing evolution in our mission to deliver unmatched sports experiences to fans worldwide. We are excited to join forces with their team, leveraging our combined strengths to redefine the landscape of sports entertainment under the Sports.com brand. Our vision has always been to create a comprehensive platform that serves as the go-to destination for sports fans. With the acquisition of SportLocker, Sports.com accelerates that goal, providing coverage of the most anticipated events, exclusive content, and insights in the sports world. We are confident in the direction set out by Matthew and his leadership team and look forward to quickly delivering value to the Company’s stakeholders.”

Lottery.com 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 in the United States and internationally to remotely purchase legally sanctioned lottery games. Fans and subscribers look to Lottery.com for compelling, real-time results on more than 800 lottery games from more than 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.

About Sports.com

Emerging from the strategic acquisition of SportLocker, Sports.com is poised to become the premier destination for sports entertainment, offering an unparalleled array of interactive and engaging sports content. For more information, visit www.sports.com.

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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) Lottery.com’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 Lottery.com’s accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to Lottery.com’s dependence on its intellectual property and the risk that Lottery.com’s technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic and its 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 Lottery.com 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 with the SEC under the heading “Risk Factors” and the other documents filed, or to be filed, by Lottery.com 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: Lottery.com Contact: [email protected]

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Nasdaq:LTRY

Lottery.com Inc. Secures Increased Funding From Univest

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Commitment to invest increased from $1 million to $5 million

AUSTIN, Texas, Feb. 09, 2024 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company revolutionizing the lottery experience, today announces a substantial expansion in its fundraising efforts.

The Company has amended its placement agent agreement with Univest Securities, LLC (“Univest”), significantly increasing the commitment from new and existing investors. This move underscores the confidence in Lottery.com’s vision and operational strategy, setting a solid foundation for the Company’s growth and expansion.

Under the revised terms of the agreement, the offering amount has been increased from $1,000,000 to $5,000,000 due to strong investor interest. Each unit in the offering consists of a convertible promissory note, paired with a common stock purchase warrant, providing investors with significant opportunities for engagement and investment in Lottery.com’s future.

The committed funds will be used for general working capital; to explore new acquisition opportunities; and to invest in operations which will ensure the normalization of services, expected to recommence this month.

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Matthew McGahan, CEO of Lottery.com, commented:

“We are thrilled with the overwhelming support from our investors, which reflects their confidence in our strategy and our team’s ability to execute it. This increased funding commitment enables us to accelerate our growth plans, further innovate our platform, and continue to redefine the lottery experience worldwide. Our partnership with Univest and our investors is pivotal as we embark on this exciting phase of expansion and innovation.”

Bradley Richmond at Univest added:

“Lottery.com under its current leadership are back on the right track. This is why our investor network has increased its commitment substantially. We look forward to working together to support the Company along its growth journey.”

Lottery.com Contact: [email protected]

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About Lottery.com

Lottery.com 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 in the United States and internationally to remotely purchase legally sanctioned lottery games. Fans and subscribers look to Lottery.com for compelling, real-time results on more than 800 lottery games from more than 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.

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) Lottery.com’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 Lottery.com’s accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to Lottery.com’s dependence on its intellectual property and the risk that Lottery.com’s technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic and its 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 Lottery.com 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 with the SEC under the heading “Risk Factors” and the other documents filed, or to be filed, by Lottery.com 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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