UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Letter of Intent to Acquire Majority Ownership Stake in Dotcom Ventures Inc.
On May 07, 2025, Lottery.com Inc. (collectively the “Company” or “Lottery.com”) entered into a Letter of Intent (the “LOI”) with Dotcom Ventures Inc. (“DVI”) which outlines the intent of the Company to purchase a minimum of 51% up to 100% of DVI and its assets including the domain names concerts.com and ticketstub.com (“DVI Assets”) from Concerts.com Inc. (“Concerts.com” or the “Seller”).
Subject to Due Diligence (as defined below), as consideration for Majority Interest, Lottery.com shall pay Concerts.com the purchase price of Five Million Dollars USD ($5,000,000) (the “Purchase Price”) for Majority Interest in DVI. The parties mutually agree that at Closing (as defined in Paragraph 11 herein), the Company shall have the option at its sole discretion to pay Concerts.com the Purchase Price as follows: (i) in cash; (ii) as Payment-In-Kind (as defined below) equivalent to the Purchase Price; or (iii) a combination of cash and Payment-In-Kind (as defined below) equivalent to the Purchase Price. The term “Payment-In-Kind” shall be defined as restricted stock units of common shares of Lottery.com to be applied towards the Purchase Price at a fixed price of Three Dollars USD ($3.00) per share (the “Fixed Price”) irrespective of the trading price of Lottery.com stock at the execution of this LOI, the SPA or the Closing Date. At Closing, in the event that the Company elects to make a Payment-In-Kind for any portion of the Purchase Price, the Company shall cause to be issued to Seller the equivalent in restricted stock units of common shares in Lottery.com to be applied towards the Purchase Price. Seller shall receive the Payment-In-Kind within three business days following the Closing Date. Any Payment-In-Kind made as part of the consideration to satisfy any portion of the Purchase Price shall carry full piggyback registration rights for the benefit of the Seller.
In the event that the closing price of the restricted stock units of common shares in Lottery.com Inc. to be issued to the Seller as above is lower than the Fixed Price on April 30, 2026 (the “Reprice Date”), then the Fixed Price shall be adjusted downward to the VWAP of the common stock for the five (5) consecutive trading days immediately preceding the Reprice Date (the “Market Price”). Accordingly, the Company shall be obligated to tender Seller additional restricted stock units of common shares in Lottery.com Inc. to make up the difference between the Fixed Price and the Market Price.
The Transaction contemplated by this LOI is subject to, among other things, the execution and delivery of a mutually agreeable agreement (the “SPA”) containing the principal terms stated in the LOI and additional representations, warranties, covenants, and other agreements that are customary for a transaction of this type.
Any obligation for the Company to consummate the Transaction contemplated herein or pursuant to the SPA is subject to and conditioned upon approval by a) the Company’s board of directors or b) the Company’s shareholders and obtaining Nasdaq, Security and Exchange Commission or other regulatory approval or in compliance with all applicable governmental and quasi-governmental authorities.
Unless otherwise mutually agreed by the parties in the SPA, the completion of the Transaction for Majority Interest of DVI shall occur on or before August 1, 2025 and may take place remotely. It is currently anticipated that the execution of the SPA shall occur on or before June 30, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lottery.com Inc. | ||
| By: | /s/ Matthew McGahan | |
| Name: | Matthew McGahan | |
| Title: | Chief Executive Officer | |
May 8, 2025