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Lottery.com Inc. (NASDAQ:LTRY), a small-cap company with a market capitalization of $32.8 million and currently trading at $1.25 per share, announced Monday it has entered into an amended stock purchase agreement with Generating Alpha Ltd., a company based in St. Kitts and Nevis. According to a press release statement and an SEC filing, the agreement allows Generating Alpha Ltd. to purchase up to $300 million of Lottery.com’s fully registered, freely tradable common stock.
Under the terms of the agreement, Lottery.com can request that Generating Alpha Ltd. purchase shares at 94% of the average volume-weighted average price (VWAP) over the five trading days preceding each request, known as a "Put." Each Put must be at least $20,000 and cannot exceed 100% of the average daily trading volume, unless mutually agreed otherwise. Generating Alpha Ltd.’s ownership is capped at 4.99% of Lottery.com’s outstanding common stock at any time.
Upon execution of the agreement, Lottery.com issued a commitment fee to Generating Alpha Ltd. in the form of a prefunded common stock purchase warrant for 682,410 shares. After the company receives $100 million from the investor, additional prefunded warrants equal to 1.5% of each subsequent $50 million tranche will be issued, with the number of shares determined by the VWAP on the clearing date of the last Put notice. InvestingPro analysis indicates the company maintains a weak financial health score of 1.43, with current liabilities exceeding liquid assets, suggesting this capital injection could be crucial for its operations.
Lottery.com’s common stock and related warrants are listed on The Nasdaq Stock Market LLC under the tickers (NASDAQ:LTRY) and NASDAQ:LTRYW, respectively.
The company stated it will file the complete agreement at a later date. This information is based on a press release statement and details disclosed in the company’s recent SEC filing.
In other recent news, Lottery.com Inc. has regained compliance with Nasdaq's minimum bid price requirement, following a period during which its stock price remained above the $1.00 threshold for twenty consecutive business days. This development resolves a compliance issue that began with a deficiency notice from Nasdaq. Additionally, Lottery.com has signed an amended agreement to acquire 90% of Nook Holdings Limited, a Dubai-based sports and wellness incubator, for approximately $2.5 million. The acquisition is expected to close by June 30, 2025, and aligns with Lottery.com's strategic focus on expanding its presence in the sports and wellness sectors globally.
In another development, Tamer Hassan has been appointed president of Sports.com Studios, a new content division of Lottery.com focused on film, docuseries, and original programming. The company is also investigating potential illegal short selling of its stock, having retained Paul Hastings LLP to lead the inquiry. This investigation highlights Lottery.com's commitment to addressing suspected illegal activities and ensuring market transparency. These recent developments reflect the company's ongoing efforts to expand and protect its business interests.
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