LTRY Lottery com Inc

Lottery.com Inc., leading online lottery services provider announces that the legal action alleging proxy misstatements filed in federal court by Woodford Eurasia Assets Ltd against Lottery.com and the individual members of the Company’s Board of Directors, including Chairman Matthew McGahan, has been voluntarily dismissed without prejudice by Woodford.

The Notice of Voluntary Dismissal Without Prejudice was filed by Woodford in the United States District Court for the District of Delaware on February 14, 2024 in Case No. 23-1317-GBW, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com and its directors.

This notice of dismissal comes after Woodford filed its Complaint and unsuccessfully sought to enjoin the Company and its directors from holding the Special Meeting of Stakeholders, wherein the shareholders voted to allow the sale of stock that potentially could result in a change of control of the Company to its primary lender, United Capital Investments London Limited (“UCIL”). Woodford’s Motion For A Temporary Restraining Order, Preliminary Injunction and Expedited Discovery was denied by the Court by Memorandum Order on November 17, 2023, in which Honourable Judge Gregory B. Williams stated, “the Court is not convinced…the directors' interest in UCIL substantially change a voter's mind and is not convinced that [Woodford] has shown a likelihood of success of the merits.” The Court added, “public's interest is best served by permitting the Special Meeting to continue in line with the Company's bylaws.”

With the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors.

Matthew McGahan, Chairman of Lottery.com and Sports.com, commented:

"We are pleased to put this matter behind us. This resolution allows us to focus on our mission to offer innovative solutions in the lottery industry and to transform the sports media and entertainment arena with sports.com. We can now get back to focusing on providing value for our customers and stakeholders. We remain committed to operating with the highest standards of integrity and look forward to continuing our work in revolutionising the lottery and sports media experience worldwide. I would like to express my gratitude to our legal advisors, my fellow Board Directors and all those who have supported the company through this process.”

Lottery.com Contact: press@lottery.com

Lottery.com is a leading technology company that is transforming how, where and when lottery is played. Its engaging mobile and online platforms enable players and commercial partners located in the United States and internationally to remotely purchase legally sanctioned lottery games. Fans and subscribers look to Lottery.com for compelling, real-time results on more than 800 lottery games from more than 40 countries. Additionally, through WinTogether.org, Lottery.com is fundamentally changing how non-profit donors are incentivized to action by gamifying charitable giving. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. For more information, visit http://www.lottery.com.

About Sports.com

Emerging from the strategic acquisition of SportLocker, Sports.com is poised to become the premier destination for sports entertainment, offering an unparalleled array of interactive and engaging sports content. For more information, visit www.sports.com.

Important Notice Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the company’s future financial performance, as well as the company’s strategy, future operations, revenue guidance, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” 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. Except as otherwise required by applicable law, Lottery.com 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 press release. Lottery.com 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 Lottery.com. In addition, Lottery.com cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Lottery.com; (ii) Lottery.com’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and Lottery.com’s accounting staffing levels; (iii) the effects of competition on Lottery.com’s future business; (iv) risks related to Lottery.com’s dependence on its intellectual property and the risk that Lottery.com’s technology could have undetected defects or errors; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic and its effect directly on Lottery.com and the economy generally; (vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that Lottery.com may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com with the SEC under the heading “Risk Factors” and the other documents filed, or to be filed, by Lottery.com with the SEC. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Lottery.com 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.