SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
previously reported on Form 8-K filed on July 6, 2022, the Board of Directors (“Board”) of Lottery.Com, Inc. (the “Company”
or the “Registrant”) terminated the employment of Ryan Dickinson as the Company’s President, Treasurer and Chief Financial
Officer, effective July 1, 2022. Mr. Dickinson served as the Company’s President and Treasurer since October 2021 and as the Company’s
Chief Financial Officer since March 2022.
On September 8, 2022, the Board appointed
Mr. Sohail S. Quraeshi as Chief Executive Officer (“CEO”) of the Company effective from September 12, 2022. The Company is
entering into an executive consulting agreement with Mr. Quraeshi to be filed at a later date.
Sohail S. Quraeshi, age 66, Chief Executive
Officer. Mr. Quraeshi is a graduate of Buckingham University in the United Kingdom (L. Sc. Economics). He has been actively involved in
the financial and securities industry as a Security Analyst with various international banking institutions in the United States, Asia
Europe and the Middle East.
In the past three decades Mr. Quraeshi
has served in leading roles in several public and private companies and currently the Founder of TSS Vertical, www.tssvertical.com, Managing
Director Of Vahoca Pt Ltd, in Singapore, a private equity group, and Vice Chairman of Moveo Technologies Corporation, www.drvn.com.
As a prominent member of the local community
Mr. Quraeshi serves on two notable non-profit Boards, the Coalition of Hope, www.coalitionofhope.org, and Eagles Foundation Inc, that
assist in disaster relief in, and around, the local community.
Also
on September 8, 2022, the Board appointed two new outside directors other than pursuant to a shareholder vote at an annual meeting or
a special meeting that was convened for that purpose, and subject to successful background vetting:
Vladimir
Klechtchev, Director. Mr. Klechtchev, is a Fellow Chartered Accountant (FCA), residing and practicing in the United Kingdom with over
25 years of experience in audit, investment banking, project evaluation, risk management, compliance, fraud investigations, consultancy
and business advisory. He has a proven track record of: (a) delivering a wide range of assignments and projects implementation through
working with various stakeholders in the context of culturally and professionally diverse environment; (b) identifying and establishing
new as well as fostering existing business relationships; and (c) working across emerging and developed markets. He holds an Upper Second
BA in Business Administration from the University of Huddersfield (UK). Mr. Klechtchev is multi-lingual.
Amer
Rustom, Director. Since 1984 when he co-founded The Platinum Group, Amer Rustom has successfully guided the many diverse business units
of the Group, including the most recent division of nanotechnology solutions and financial services. Diving more into harnessing the power
of graphene and investments in real estate and fortune 500 companies, Mr. Rustom has been instrumental in the creation of the Platinum
Group USA as the operational platform for many business ventures. He has successfully developed strong ties with many of the Middle East
and North African leaders and country officials as well as the local and international business communities. Educated in Europe, Mr. Rustom
is multi-lingual.
For each of the above 2 new outside
directors:
1) there was no arrangement or understanding
between the new director and any other person pursuant to which the person was selected as a director; and
2) there are no related party transactions
between the director (and entities related to the director) and the Registrant.
Richard Kivel, the sole prior Director
of the Registrant, will continue as a member of the Board of Directors of the Registrant in the capacity of Chairman of the Board.
Forward Looking Statements
This Current Report on
Form 8-K (the “Form 8-K”) 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 Form 8-K, 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 Form 8-K 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 Form 8-K 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 filed by the Company with the SEC on April 1, 2022, 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 Form 8-K 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 Form 8-K.