Lottery.com (LTRY) Files for Primary and Secondary Share Offerings

Lottery.com (NASDAQ: LTRY) has filed th following:

Lottery.com Inc. may from time to time offer and sell up to 50,000,000 shares of common stock, par value $0.001 per share (“common stock”). This prospectus also relates to the offer and resale from time to time by the selling shareholders named herein (the “Selling Shareholders”), or their permitted transferees of shares of common stock, consisting of (i) 396,789 shares of common stock issuable upon conversion of certain outstanding convertible notes which were issued pursuant to private placements conducted in 2023 and 2024, (ii) 463,937 shares of common stock issuable upon exercise of the Private Placement Warrants; and (b) 5,410,128 held by certain officers, directors, employees and consultants of the Company.

There is no minimum for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 18 months. At the discretion of our board of directors, we may discontinue the offering before expiration of the 18-month period.

The offering of the 50,000,000 shares is a “best efforts” offering, which means that our officers and directors will use their best efforts to sell the common stock and there is no commitment by any person to purchase any shares. There is no minimum purchase requirement. The shares will be offered at a fixed price of $3.00 per share for the duration of the offering. Proceeds from the sale of the shares will be used to implement our plan of operation. Any funds that we raise from our offering of 50,000,000 shares of common stock will be immediately available for our use and will not be returned to investors.

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