Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On October 19, 2022, Vladimir Klechtchev, a member
of the Board of Directors (the “Board”) of Lottery.com Inc. (the “Company”), notified the Board of his resignation
from the Board, effective immediately. Mr. Klechtchev’s resignation was not the result of any disagreement with the Company on any
matter relating to the registrant’s operations, policies or practices.
New Director Appointment
On October 19, 2022, the Board appointed Matthew
Howard McGahan as an independent director of the Board. The appointment is subject to the successful completion of background checks, which are to
be completed on or before October 28, 2022.
Mr. McGahan, age 52, is the founder of the U.K. charity, “Mask
Our Heroes” (“MOH”), created in memory of his father Alan, who was a victim of the COVID-19 pandemic. MOH was one of
the first charities to recognize the urgent need for vital personal protection equipment and in the first months of the pandemic, MOH
secured and shipped several plane loads of surgical masks to the U.K. Prior to founding MOH, Mr. McGahan had founded Magic Automotive
Group, a Europe-based Harley-Davidson dealer. In 2010, Mr. McGahan sold Magic Automotive Group to pursue other endeavors. In 1997, prior
to founding Magic Automotive Group, Mr. McGahan had joined his family’s business, Pinewood Motor Group, which his father founded
in 1969. In the early 1990s Mr. McGahan left a public UK multi-brand automotive group to set up an international company specializing
in the importing and exporting of luxury automotive brands, race cars and classics. Mr. McGahan is a graduate of the Purley Boys and Guildford
Engineering Technology College. We believe that Mr. McGahan is qualified to serve on our Board due to his extensive business management
and operations experience.
There was no arrangement or understanding between
Mr. McGahan and any other person pursuant to which Mr. McGahan was selected as a director and Mr. McGahan has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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 Securities and Exchange Commission (“SEC”)
reports, the Company’s ability to retain a successor independent registered public accounting firm, 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.