Woodford Eurasia has expressed significant concerns regarding recent inaccurate statements issued by Lottery.com Inc., which erroneously suggest that their ongoing legal dispute has been settled. Contrary to these assertions, Woodford clarifies that the conflict remains unresolved, highlighted by Lottery.com’s failure to comply with the loan agreement terms in December.
In December 2022, Woodford entered into a loan agreement with Lottery.com, providing over $2 million through a convertible loan, along with the possibility of an additional $50 million facility. This agreement allows Woodford to convert the loan into Lottery.com shares at a predetermined rate and acquire the domain Sports.com, owned by Lottery.com, for $6 million. This agreement has been documented and made available to the public through SEC filings. The agreement can be found here: (Page 51, Exhibit 10.1)
https://ir.lottery.com/static-files/0ea308ba-a43f-4a2b-8584-b5cb1a83696a#page51
The loan is secured by a debenture over all of Lottery.com’s assets, granting Woodford the right to appoint a receiver to oversee the liquidation of Lottery.com’s assets in the event of a default.
By June 2023, Woodford had allocated a total of $2,159,838.15 to Lottery.com in line with the loan agreement, a commitment acknowledged by Lottery.com in Clause 4.2 of the Amended and Restated Loan Agreement. These funds were instrumental in restructuring the company’s financial statements to meet the standards of Nasdaq and the SEC, and in formulating an effective strategy for business development. Consequently, in June 2023, the Nasdaq hearing panel allowed Lottery.com to continue its trading on the exchange, thus concluding a challenging period in Lottery.com’s history, initiated by accusations against its founders Antony DiMatteo, Matt Clemenson, Ryan Dickinson, and the previous management for inflating revenues, which led to investigations by the SEC and DOJ.
Lottery.com’s Infringements of the Loan Agreement
Following the Nasdaq’s favourable ruling for Lottery.com, the company’s Board of Directors notified Woodford in July 2023 that Woodford had been replaced by another creditor, identified as UCIL, allegedly owned by Lottery.com’s purportedly independent directors, Matthew McGahan and Barney Battles. This action is considered a serious violation of SEC and Nasdaq regulations. The execution of a new loan agreement with UCIL, which replicates the terms of the Woodford loan agreement, also represents a direct breach of Woodford’s contractual rights.
Further violations by Lottery.com included the dismissal of interim CEO and corporate restructuring expert Mark Gustavson after he revealed and reported improper conduct by some board members. In an attempt to conceal these actions, Matthew McGahan assumed multiple executive roles, and Barney Battles remained as the Head of the Audit Committee. Initial investigations into actor Tamer Hassan and other board members reveal prior associations and business interactions among them, which do not meet the independence criteria for directors, thus putting Lottery.com in breach of the Nasdaq Majority Independent Board requirement.
Subsequently, Lottery.com’s market capitalisation significantly decreased, with its share price plummeting from $3.3 in late August to $1.3 by early November. Woodford’s attempt to convert a portion of its loan into shares, in accordance with the agreement, was ignored. Instead, the board announced the allocation of a large number of company shares to directors and their advisors without fully disclosing the details.
Proxy Vote and the Erosion of Shareholder Value
In November, Lottery.com announced a proxy vote for the issuance of shares and warrants worth up to $200 million, resulting in a change of control and significant dilution for all existing shareholders.
Woodford and its subsidiaries initiated legal action in a Delaware court in an effort to stop the share issuance, which was the result of an improperly conducted proxy vote. The court permitted the proxy vote to proceed, despite some shareholders being deprived of their right to vote. Woodford believes the court’s decision was influenced by the timing of the filing, as the proxy vote had been hastily arranged by the board.
Following Lottery.com’s default in December on the loan repayment, Woodford chose not to pursue the Delaware lawsuit further, opting instead to focus on enforcing the debt for more immediate relief. However, Woodford and its subsidiaries reserve the right to reinitiate the Delaware lawsuit should the circumstances change. Woodford is firmly convinced that the proxy vote was not carried out correctly.
Woodford’s Actions Following Lottery.com’s Non-Compliance
Woodford repeatedly sought to amicably settle the dispute with Lottery.com, including an overlooked proposal for a $10 million investment. Moreover, Woodford’s notice to exercise its option to purchase Sports.Com, as outlined in clause 12 of the loan agreement, was also disregarded. Nonetheless, the notice was legally issued, and Woodford possesses a contractual right to Sports.Com, enforceable through legal proceedings if necessary.
After Lottery.com failed to fulfil its repayment obligations in December, Woodford served a notice of default, making the security granted to Woodford over all of Lottery.com’s assets enforceable. Woodford is currently consulting legal experts on the most effective method to enforce this security.
Directors Allocate New Shares to Themselves
In February 2024, Lottery.com finally disclosed the identities of individuals who had been allocated shares since the UCIL announcement, revealing that Lottery.com board members, including McGahan and Battles, had awarded themselves significant shares, resulting in substantial dilution for all existing shareholders.
It was particularly alarming to discover that 6.1% of shares had been allocated to Mr. Andrey Ryjenko, who now uses his wife’s surname, Nikitin, and is officially recognised as a consultant to the board. Ryjenko’s previous senior role at the European Bank for Reconstruction and Development and his conviction for fraud in 2017, which resulted in a three-year prison sentence, raise serious concerns about his suitability for involvement with a Nasdaq-listed company.
The February 2024 disclosures confirmed that board members of Lottery.com had collectively awarded themselves over 40% of the company’s shares, significantly diluting the stakes of existing shareholders. Woodford accuses these actions of constituting corporate raiding.
During a court hearing on January 5, 2024, in Tampa, Florida, Greg Potts, the current COO, testified that he had been awarded shares in the company as part of a “retention bonus” and for “outstanding salary.”
At present, Lottery.com lacks legitimate employees on its payroll and has no active business operations or revenue streams, apart from TinBu, LLC, a company Lottery.com acquired under dubious circumstances and has yet to settle the payment as agreed. The founders of TinBu are now suing Lottery.com for $20 million for fraud.
“We have tried many times to mediate or settle this dispute in an amicable way. We are shareholders of this company and are committed to supporting it all the way through. It is unfortunate that Lottery management keeps making false accusations, issuing incorrect news releases and announcements, abusing legal processes, and manipulating, so we now have no choice but to enforce our security, which will undoubtedly cause disruption of business and further loss of value for Lottery. It is unfortunate that the actions of individuals in their own interest can lead to such damage to a corporation, and we are surprised how a publicly traded company can lack independent oversight and compliance.”
“What Matthew McGahan and Barney Battles are trying to do is wrongful on so many levels. Now they have teamed up with Andrey Ryjenko, who is a convicted fraudster, and together they are trying to complete this corporate raid by awarding themselves shares and lining their pockets with cash at the expense of all Lottery shareholders. Historically, lottery investors have suffered from mismanagement and larceny. Enough is enough, and we now have all the means necessary to put an end to this outrage.” Woodford Spokesperson
