LOTTERY.COM INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Definitive Agreement with Woodford Eurasia Assets Ltd.

As previously reported on Form 8-K filed on September 9, 2022, on September 6,
, Inc. (the “Company” or the “Registrant”) entered into a Term
Sheet (the “Term Sheet”), with Woodford Eurasia Assets Ltd. (“Woodford”).

On November 23, 2022, The Company was presented with a Definitive Agreement (the
“Agreement”) by and between the Corporation and Woodford based on the Term
Sheet, which Agreement the Corporation finds acceptable and in the best
interests of its shareholders. As a result, the Corporation hereby authorized
its Chief Executive Officer, Sohail S. Quraeshi, to execute the Agreement on its
behalf. An executed copy of the Agreement will be filed at a later date.

Formation of New Subsidiary of Registrant

On November 15, 2022, the Company formed a new wholly-owned subsidiary,
Sports.Com, Inc., as a Texas corporation (the “New Subsidiary”). The New
Subsidiary will share the same principal address as the Company. In connection
therewith, on November 19, 2022, the Company filed in the State of Texas a
“doing business as” assumed name registration under the name, “Sports.Com”, and
intends to file additional assumed name registrations under this name in other
U.S. and foreign jurisdictions.

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 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.


No.       Description
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)


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Matt Lucas

Writer by day and an aspiring Artist by night. Creative thinking is what I'm all about. Lottos are one of my passions and I'm happy to be contributing to Lottery Papa News

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