Lottery.com Announces Positive Results From Annual Shareholder Meeting

Rhea-AI Summary

Lottery.com (NASDAQ: LTRY) held its annual shareholder meeting at Mar-a-Lago Club in Palm Beach, Florida, where all four proposals received strong approval from shareholders. The Board of Directors made a significant decision to not proceed with a reverse stock split after reviewing market conditions following the regular trading session.

Shareholders approved key proposals including the election of Paul Jordan as Class II Board director and the ratification of Boladale Lawal & Co as the company's independent registered public accounting firm for fiscal year 2024. Chairman and CEO Matthew McGahan expressed satisfaction with the shareholders' support of the company's vision for Lottery.com and Sports.com. The company will file a Form 8-K with complete results within four business days.

Positive

• All four shareholder proposals passed by wide margins
• Board decided against reverse stock split, avoiding potential share dilution
• Strong shareholder support for company's vision and management team

Negative

• Company faces ongoing concerns about maintaining Nasdaq listing compliance
• Continuing need to secure additional capital resources
• Company's ability to continue as going concern remains uncertain

Insights

Financial Analyst

The Board's decision to forego a reverse stock split marks a pivotal moment for Lottery.com, particularly given their current stock price of $1.46. This decision suggests management's confidence in organic price appreciation rather than artificial price support through share consolidation. While reverse splits can help maintain exchange listing requirements, they often signal desperation and typically lead to negative market perception.

The strong shareholder support across all proposals indicates a unified vision for the company's turnaround strategy. The appointment of Boladale Lawal & Co as the independent auditor is particularly significant given Lottery.com's previous accounting challenges and SEC reporting delays. This change in auditors, combined with the election of Paul Jordan to the board, suggests a renewed focus on corporate governance and financial transparency.

The company's decision-making process appears to be balancing short-term market considerations with long-term strategic objectives. By avoiding a reverse split, management preserves the current float structure and maintains better liquidity for retail investors. However, this strategy also requires the company to demonstrate substantial operational improvements to support the share price naturally.

The reference to Sports.com in the CEO's comments hints at diversification efforts beyond traditional lottery operations, potentially indicating a broader digital entertainment strategy. This could be important for future growth, especially as the digital lottery and sports betting markets continue to evolve.

Investors should note that while the positive shareholder vote demonstrates confidence, the company still faces significant challenges, including the need to become current with SEC reports and maintain Nasdaq listing compliance. The extensive forward-looking statements disclaimer in the release underscores these ongoing risks and uncertainties.

Company Board Votes Not to Proceed With Reverse Stock Split

FORT WORTH, Texas, Feb. 20, 2025 (GLOBE NEWSWIRE) -- Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports media & entertainment, announces the successful results of its annual shareholder meeting conducted today from the Mar-a-Lago Club in Palm Beach, Florida. The Company presented four proposals to the shareholders, all of which passed by a wide margin.

One key decision facing shareholders was whether to authorize the Company’s Board of Directors (the “Board”) to effectuate a reverse stock split. The Board reviewed market conditions after the close of the US Market regular trading session today and unanimously voted to not proceed with the reverse split of the stock.

Two other substantive proposals facing shareholders were the election of Paul Jordan as a Class II Board director and the ratification of the appointment of Boladale Lawal & Co as the Company’s independent registered public accounting firm for the 2024 fiscal year.

Matthew McGahan, Chairman and CEO, commented:

“This is a great day for Lottery.com. The shareholders have spoken and overwhelmingly said they approve our vision for Lottery.com and Sports.com. The nearly unanimous positive vote on all four proposals clearly indicates their confidence in our Board and management team to make the right decisions on the future of the Company. I sincerely thank the shareholders for their trust and support during the turn-around.”

The Company will file a Form 8-K with full results within four business days.

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 14, 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.

FAQ

Why did Lottery.com (LTRY) decide against a reverse stock split in February 2024?

The Board of Directors reviewed market conditions after the trading session and unanimously voted against proceeding with the reverse stock split, following strong shareholder approval of all proposals.

What proposals were approved at Lottery.com's 2024 annual shareholder meeting?

Shareholders approved four proposals, including the election of Paul Jordan as Class II Board director and the appointment of Boladale Lawal & Co as the independent public accounting firm for 2024.

What are the main challenges facing Lottery.com (LTRY) according to the 2024 shareholder meeting?

Key challenges include securing additional capital, maintaining Nasdaq listing compliance, becoming current with SEC reports, and continuing as a going concern.

When will Lottery.com (LTRY) release the full results of its 2024 annual shareholder meeting?

The company will file a Form 8-K with complete results within four business days of the February 20, 2024 meeting.