Lottery.com (LTRY) Expands Committed Financing Facility with Generating Alpha to $300M

Lottery.com Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or “the Company”), a leading technology company transforming the intersection of gaming, sports and entertainment, announces that it has successfully executed an Amendment to its Stock Purchase Agreement with Generating Alpha Ltd., expanding the committed financing facility from $100 million to $300 million, while reducing the discount Generating Alpha receives saving the Company nearly $12 million over the life of the funding facility.

This strategic amendment reflects the deepening partnership between Lottery.com and Generating Alpha, and includes materially improved terms for the company:

• Facility Increased: From $100 million to $300 million, enabling more accretive, cash-generating acquisitions to support share price growth.
• Improved Discount Rate: Increased from 90% to 94%, reducing the effective discount to just 6%.
• Cushion Eliminated: Removal of the trading cushion allows greater flexibility in capital deployment.
• Simplified Put Mechanism: Streamlined structure aligned with investor protections.

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

“This strategic financing puts Lottery.com in the driver’s seat. We retain full control and discretion to issue shares based on market strength, which makes this financing far less dilutive than typical equity structures. As the share price strengthens, we can secure more capital for fewer shares. Generating Alpha’s continued support enables us to fully focus on achieving our acquisition roadmap and delivering shareholder value.”

Generating Alpha remains a long-term partner, holding shares from the initial issuance and expressing strong belief in the long-term growth prospects of the Company.

“This is more than a capital facility—it’s a vote of confidence in our vision,” McGahan continued. “Generating Alpha has been a committed and strategic partner as we scale Lottery.com and Sports.com. The upsized and improved facility will help accelerate the closing of multiple acquisitions, including Concerts.com that we hope will transform our profile from a micro-cap to a mid-cap platform, with real revenue, assets and global visibility.”

The Company has successfully drawn down $1.87 million in recent weeks. This capital has been used for core business operational expenses, along with funding revenue-generating acquisitions and delivering tangible value to shareholders.

Lottery.com and Generating Alpha have worked closely in recent months to evaluate and prioritize a pipeline of acquisition targets. This revised facility ensures that the Company can move decisively on opportunities involving cash-flow positive targets and tangible assets, potentially including acquisitions that have hard tangible real estate assets.

“The expansion to $300 million was driven by real needs,” McGahan added. “We’re not sitting on ideas—we’re executing on them. This facility is not dilutive for the sake of survival. It’s being deployed to fuel accretive acquisitions and operational scale.”

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