LTRY Lottery com Inc

Lottery.com, Inc. (NASDAQ: LTRY, LTRYW) ("Lottery.com" or the "Company") is pleased to announce two significant milestones in its journey towards revenue growth and stability. The Company has successfully regained compliance with another Nasdaq listing requirement and secured a credit facility with United Capital Investments London, Ltd. ("UCIL").

Lottery.com has reached a definitive agreement with UCIL for a credit facility that sets the foundations for a more stable financial future for the business and a platform for growth. The agreement provides the Company with an initial loan of $1 million, along with an additional credit facility of up to $49 million, enabling Lottery.com to bolster its financial position and pursue strategic opportunities.

To secure the initial loan, the Company has issued a number of warrants to UCIL, allowing the latter to purchase shares of Lottery.com's common stock, capped at 15% of the Company's issued and outstanding shares. This mutually beneficial arrangement reflects the Company's commitment to sustainable growth and its commitment to creating value for its shareholders. Directors Barney Battles and Matthew McGahan have direct or indirect interest in UCIL. Their interest in UCIL was declared to the Company board prior to proceeding with the arrangement and they did not vote on the acceptance of the agreement.

Alongside the funding Lottery.com has improved its corporate governance and board composition with the recent appointment of Tamer Hassan and Paul Jordan to the Board of Directors as independent non-executive directors and members of the Audit Committee. These appointments address the deficiency raised by The Nasdaq Stock Market LLC ("Nasdaq").

On July 26, 2023, the Company received written confirmation from Nasdaq that it has regained compliance with Listing Rule 5605(c)(2). This rule mandates that the audit committee of the Company's board of directors consists of at least three members, each of whom is an independent director and meets the heightened independence standards set by Nasdaq's listing rules.

Commenting on these developments, the independent non-executive directors of the Company issued the following statement:"Reaching an agreement with UCIL and regaining compliance with another Nasdaq listing rule are strong indications that the Company is making progress on its recovery plan. The Board felt strongly that it was time to find an alternative lender to Woodford Eurasia Assets, Ltd., as the withholding of their funding was hindering many of our operational and revenue plans. With the financial backing from UCIL, we expect to quickly move forward with our operational goals and to capitalize on the promising opportunities that lie ahead."

For more information please contact: ir@lottery.com , or visit: http://www.lottery.com

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.