$100 Million Committed Stock Purchase Agreement to Fuel Strategic Turnaround and Expansion

FORT WORTH, Texas, April 25, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY), a leading technology company a leading technology company in digital lottery, charitable sweepstakes and sports entertainment, today announced the filing of an amended registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”). The filing is related to the registration of shares issuable under a $100 million committed stock purchase agreement (“SPA”) with Generating Alpha Ltd., along with audited financial statements for the fiscal year ended December 31, 2024.

Under the SPA with Generating Alpha, signed in November 2024, Lottery.com has the right—but not the obligation—to draw down up to $100 million in capital through the sale of common stock. This committed funding provides the Company with strategic flexibility to support its operational relaunch, revenue growth, and rapid expansion into the digital entertainment media sector.

Strategic Highlights from the S-1 Filing:

• Operational Relaunch: Lottery.com is preparing to resume its core domestic lottery operations, has restarted sweepstakes, and initiated international lottery revenue programs to support its existing business in Mexico and expand to Africa, Asia, and Europe.
• Growth in Digital Sports and Entertainment Media: Through its Sports.com platform, the Company is targeting the rapidly growing $2.4 trillion global streaming and sports content market, with plans for original content production and immersive fan engagement.
• Flexible Capital Access: The $100 million SPA with Generating Alpha allow the Company to control its capital deployment, enabling it to scale without immediate dilution pressures.
• Premium Digital Assets: Lottery.com and Sports.com represent high-value domain IP. The strength of those brand names is key to the Company’s brand positioning and competitive advantage in the digital entertainment landscape.
• NASDAQ and SEC Compliance: The Company remains in full compliance with Nasdaq’s continued listing requirements and SEC regulations, reinforcing its stability as it repositions for growth.

Matthew McGahan, Chairman and CEO of Lottery.com, commented:
“With the flexibility of our $100 million committed capital facility and a clear roadmap for operational resurgence, revenue growth, and digital media expansion, Lottery.com is poised to capitalize on emerging opportunities in both the lottery and sports entertainment sectors. Access to this type of funding will allow us to progress to our aggressive buy-and-build strategy and complete our pipeline of strategic acquisitions across Lottery.com and Sports.com in the immediate future. Our re-entry into the market is backed by strategic vision, high-value digital assets and the financial agility to scale—creating far stronger shareholder value.”

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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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, 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 Form 8-K, 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 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/A filed by the Company with the SEC on April 22, 2024, 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.

This press release was published by a CLEAR® Verified individual.

CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].

Company Launches Aggressive $250 Million Growth Strategy

FORT WORTH, Texas, April 23, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or the “Company”) today provides an update on its two-year transformation, marking a new era of financial strength, operational momentum, and strategic expansion. Backed by $250 million in committed funding, fully Nasdaq-compliant, and generating strong market engagement, the Company now embarks on an aggressive buy-and-build strategy aimed at positioning the Company for success in both domestic and international markets.

The April 2025 Annual General Meeting and Investors Lunch at Mar-a-Lago celebrated the close of Lottery.com’s financial restructuring.

Key Achievements:

• $150 Million Commitment from United Capital Investments London (UCIL) – To fuel the next 24 months of global expansion.
• $100 Million Committed Stock Purchase Agreement with Generating Alpha – Fully accessible upon S-1 effectiveness, supporting acquisitions and technology scale-up.
• The launch of the Sports.com website and mobile app.
• Full Nasdaq Compliance – As of March 6, 2025, the Company had cured all deficiencies under Listing Rules 5450(a)(1) and 5450(b)(1)(C), positioning it accelerated growth.
• Spektrum Ltd. acquired to enhance our international technology capabilities. This was a strategic acquisition, embedding valuable intellectual property into the Company’s core assets.
• Strategic deal with Orange, a multinational telecom powerhouse, to stream Sports.com content across Africa and the Middle East.
• The formation of Lottery.com International.

Record Market Confidence and Trading Performance
March 2025 saw more than one billion shares traded, with the stock price surging 816%, reflecting unprecedented investor confidence. This momentum follows Lottery.com’s resolving multiple corporate matters – including Nasdaq compliance, SEC filings, and the closure of many legacy legal cases – the executive team is now fully focused on operational execution. The path is clear for robust revenue generation across the Company’s core assets: Lottery.com and Sports.com, domestically and internationally.

Aggressive Buy-and-Build Strategy in Action
With a formidable leadership team and advisory board of industry captains, the Company is evaluating high-value partnerships and acquisitions across sports technology, live events, and gaming, aligned with its 12-month roadmap. This includes the launch of Sports.com Studios, set to deliver immersive live-streaming and original content, with a goal of building social media traction and fan engagement. As a content creation hub for the Company, the Sports.com Studios business model includes generating revenue through the production of monetizable media assets through third-party distribution, sponsorships, and exclusive events. Additionally, under this aggressive buy-and-build strategy, the Company has a robust pipeline of strategic acquisitions designed to augment and expand the Company’s business operations. These strategic moves will be supported by the $250 million funding facilities from United Capital Investments London (UCIL) and Generating Alpha.

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Strategic Partnerships and Global Influence

• Sports.com as Title Sponsor of Soccerex – with global events in Cairo, Amsterdam, and Miami.
• High-Profile Partnerships – Including major sports personalities and ambassadors driving global brand reach.

Matthew McGahan, Chairman and CEO of Lottery.com commented:
“Two years ago, we took on the challenge to rebuild Lottery.com into a world-class, professional, and dynamic enterprise. Today, that vision is reality. With $250 million in funding, Nasdaq compliance and aggressive growth plans, the exciting part of rebuilding this Company starts now. We are generating revenue, expanding fast and leading from the front in both lottery and sports entertainment. Our focus is on creating shareholder value.”

New Leadership, New Vision
Since 2023, Lottery.com has undergone a comprehensive transformation with the appointment of a new C-suite, a fully restructured Board of Directors and the formation of a strategic Advisory Board. This formidable new leadership has “cleaned house,” distancing the Company from legacy issues and successfully overcoming attempts by malicious actors who conspired against the Company in a vicious smear and short-selling campaigns. The Company has emerged victorious, stronger and more unified, ready to deliver on its ambitious growth strategy creating shareholder value measured by key financial metrics.

About Lottery.com Inc.
Lottery.com Inc. is a leading technology platform transforming how lottery games, sweepstakes, and sports content are played and experienced globally. Through proprietary platforms and strategic partnerships, the Company is expanding its digital reach and delivering innovative fan engagement experiences.

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, 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 Form 8-K, 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 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/A filed by the Company with the SEC on April 22, 2025 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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This press release was published by a CLEAR® Verified individual.

CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].

First U.S. Activation in Two Years Combines Charity, Sports, and High-Octane Excitement

FORT WORTH, Texas, April 22, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW), a leading technology company transforming how the world plays the lottery and engages with charitable sweepstakes, is proud to announce a major milestone: its first operational initiative combining charitable sweepstakes with Sports.com, a member of the Lottery.com family of brands. As part of this exciting activation, Lottery.com is supporting the WinTogether Trust in the launch of the “Donate To Win™ F1 Miami Grand Prix Sweepstakes,” a high-profile fundraising initiative benefiting the WinTogether Trust and their charitable initiatives in Florida. The sweepstakes features an exclusive $20,000 VIP experience at the F1 Miami Grand Prix (May 1–4, 2025). Entries are accepted until April 24 at https://donateto.win.

Matthew McGahan, Chairman and CEO of Lottery.com, said:

“This marks a pivotal moment for Lottery.com. For the first time, our company is blending charitable gaming operations with Sports.com, and we couldn’t be more proud that this milestone aligns with such an incredible cause—supporting young Floridians in the field of cybersecurity. While the public sponsor for this campaign is Sports.com, this initiative has been driven by the Lottery.com leadership and vision, and the expertise of the WinTogether Trust board of directors. We are all immensely pleased to have reached this stage after Lottery.com’s operational absence from the American market. The entire team and I are genuinely excited to be able to deploy the Company’s resources, which have been exclusively focused on the turnaround, toward this key U.S. initiative at such a prestigious event, the F1 Miami Grand Prix, and for such a meaningful and impactful charitable cause.

We know this is exactly what our shareholders and investors have been anticipating—tangible activity in the U.S. market. This launch marks the beginning of an exciting new chapter for Lottery.com, and we are committed to delivering more high-profile, purpose-driven opportunities in the months ahead.”

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About the Sweepstakes

Participants can win a once-in-a-lifetime VIP experience including:
– Guided track and pit lane tour
– Championship trophy photo opportunity
– Starting grid Grandstand seats across all race days
– Access to the exclusive “Inside F1^®” hospitality venue
– Private garage tour with a participating F1^® team

No donation is necessary to enter or win. The sweepstakes is open to Florida residents 18 and over and ends April 24, 2025.

A Week of Daily Updates Ahead

Lottery.com will issue a series of press releases and social media activations over the next seven days, leading up to the sweepstakes draw on April 25 and the F1 Miami Grand Prix weekend (May 2–4).

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For full sweepstakes details and rules, visit: www.donateto.win

About DonateTo.win: DonateTo.Win is a platform that offers sweepstakes that support charitable causes selected by the trustees of WinTogether and incentivizes participants to donate to those chosen causes by donors entering sweepstakes for the chance to win cash prizes, luxury items, and exceptional experiences. The WinTogether Trust is a registered 501c(3) organization, which supports charitable, educational, and scientific causes.

About Sports.com: Sports.com is a brand of Lottery.com Inc. (Nasdaq: LTRY, LTRYW). It is building to be the premier destination for live and produced sports entertainment, offering an unparalleled array of interactive and engaging content. For more information, visit www.sports.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, 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 Form 8-K, 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 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/A filed by the Company with the SEC on June 4, 2024, 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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This press release was published by a CLEAR® Verified individual.

CONTACT: For media inquiries, contact: [email protected]