UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Amended Agreement with Generating Alpha Ltd.
On June 16, 2025, the Company entered into a fully-executed Amended Stock Purchase Agreement (the “Agreement”) by and between Lottery.com Inc. (the “Company” or the “Registrant”) and Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”). A summary of the Agreement was disclosed in the Company’s Current Report on Form 8-K and 8-K/A filed on June 23, 2025.
The Company is filing this Current Report on Form 8-K/A to provide the complete Agreement as an exhibit, as required by Item 601(b)(10) of Regulation S-K, which was inadvertently omitted from the Company’s Form 10-Q for the period ended June 30, 2025, filed on August 19, 2025.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement filed herewith as Exhibit 10.6
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.60 | Amended -Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd. dated June 16, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | |
September 30, 2025