Loan Default Crisis Hits Lottery.com as Woodford Eurasia Raises Alarm
Woodford Eurasia has issued a stark warning regarding recent inaccurate communications from Lottery.com Inc., which wrongly suggest the resolution of their ongoing legal conflict. Contrary to these statements, Woodford clarifies that the dispute is far from being settled, particularly in light of Lottery.com’s failure to honour their loan agreement terms in December.
In the final month of 2022, Woodford and Lottery.com entered into a financial arrangement, with Woodford providing more than $2 million through a convertible loan and offering the potential for an additional $50 million facility. This agreement enables Woodford to convert the loan into shares of Lottery.com at a set rate and to acquire the domain Sports.com, which Lottery.com holds, for $6 million. This agreement has been documented and is accessible through the SEC filings. The agreement can be viewed here: (Page 51, Exhibit 10.1)
https://ir.lottery.com/static-files/0ea308ba-a43f-4a2b-8584-b5cb1a83696a#page51
A debenture, which secures the loan against all of Lottery.com’s assets, affords Woodford the authority to instigate Lottery.com’s asset liquidation by appointing a receiver in the event of a default.
As of June 2023, Woodford had contributed exactly $2,159,838.15 to Lottery.com in accordance with the loan agreement, a commitment acknowledged by Lottery.com in Clause 4.2 of the Amended and Restated Loan Agreement. These funds were pivotal for reconstituting the company’s financial statements to comply with Nasdaq and SEC regulations and for developing an effective business growth strategy. Subsequently, the Nasdaq hearing panel permitted Lottery.com to continue its trading activities on the exchange, marking the cessation of a tumultuous chapter in Lottery.com’s narrative, initiated by accusations against its founders Antony DiMatteo, Matt Clemenson, Ryan Dickinson, and the previous management for exaggerating revenues, which led to investigations by the SEC and DOJ.
Lottery.com’s Violations of the Loan Agreement
Following the Nasdaq’s favourable ruling for Lottery.com, the company’s Board of Directors disclosed to Woodford in July 2023 that Woodford had been supplanted by a different creditor, identified as UCIL, a company under the ownership of Lottery.com’s so-called independent directors, Matthew McGahan and Barney Battles. This move is considered a serious infraction of SEC and Nasdaq regulations. The new loan agreement with UCIL, which mirrors the terms of the Woodford loan agreement, also constitutes a blatant violation of Woodford’s contractual rights.
Additional breaches by Lottery.com involved the dismissal of interim CEO and corporate restructuring specialist Mark Gustavson following his disclosure of questionable actions by board members. In an attempt to obscure these transgressions, Matthew McGahan took on multiple executive roles, and Barney Battles remained as the Head of the Audit Committee. Preliminary checks on actor Tamer Hassan and the other board members reveal pre-existing connections and collaborations among them, undermining their independence and breaching Nasdaq’s Majority Independent Board rule.
Subsequent to these events, Lottery.com’s market value suffered a sharp decline, with share prices falling from $3.3 in late August to $1.3 by early November. Woodford’s endeavours to convert part of its loan into shares, in line with the loan agreement, were disregarded by the board, which proceeded to allocate a significant number of company shares to directors and their consultants without full disclosure of the details.
Proxy Vote and the Diminution of Shareholder Interests
In November, Lottery.com announced a proxy vote to issue shares and warrants worth up to $200 million, leading to a change in control and considerable dilution for all current shareholders.
Woodford and its associated entities initiated legal proceedings in Delaware aiming to obstruct the share issuance following an improperly executed proxy vote. Despite some shareholders being disenfranchised, the court sanctioned the proxy vote. Woodford contends that the court’s decision was limited by time, as the lawsuit was lodged just before the proxy vote, which the board had expedited.
After Lottery.com defaulted on its loan repayments in December, Woodford decided against continuing with the Delaware lawsuit, opting instead for a more direct approach to debt recovery. However, Woodford and its associated entities maintain the right to re-initiate the Delaware lawsuit if the situation changes. Woodford firmly believes that the proxy vote was conducted improperly.
Woodford’s Reaction to Lottery.com’s Non-compliance
Woodford has repeatedly attempted to amicably resolve the dispute with Lottery.com, including a disregarded offer for a $10 million investment. Additionally, Woodford’s attempt to execute its right to acquire Sports.Com as outlined in clause 12 of the loan agreement was also overlooked. Nonetheless, the notice was duly served, and Woodford holds a legal right to Sports.Com, enforceable through judicial means if necessary.
Following Lottery.com’s non-compliance with its repayment obligations in December, Woodford issued a default notice, activating the enforceability of the security held against Lottery.com’s assets. Woodford is presently consulting legal experts to determine the most effective strategy for enforcing this security.
Directors’ Allocation of New Shares to Themselves
The revelation in February 2024 of the recipients of shares allocated since the UCIL announcement demonstrated that Lottery.com’s board members had assigned significant shareholdings to themselves, severely diluting the stakes of existing shareholders.
The disclosure also highlighted that 6.1% of the shares had been allocated to Mr. Andrey Ryjenko, who now goes by his wife’s surname, Nikitin, and serves as a consultant to the board. Ryjenko’s previous high-ranking position at the European Bank for Reconstruction and Development, coupled with his fraud conviction in 2017, which resulted in a three-year prison term, casts doubt on his suitability for involvement with a Nasdaq-listed enterprise.
The February 2024 disclosures confirmed that the board members of Lottery.com had allocated over 40% of the company’s shares to themselves, leading to a significant erosion of value for current shareholders. Woodford characterises these actions as tantamount to corporate raiding.
At a court hearing on January 5, 2024, in Tampa, Florida, Greg Potts, the current COO, testified that he had been awarded shares as part of a “retention bonus” and for “unpaid salary.”
Currently, Lottery.com lacks legitimate employees on its payroll and has no active business operations or revenue streams apart from TinBu, LLC, a company that Lottery.com acquired under dubious circumstances and has yet to settle the payment as agreed. The founders of TinBu are now seeking $20 million in damages from Lottery.com for fraud.
Woodford has consistently sought a peaceful resolution to the dispute and remains committed to supporting the company as shareholders. However, the continuous dissemination of false statements, legal manoeuvres, and self-serving actions by Lottery.com’s management has compelled Woodford to enforce its security, potentially disrupting business operations and further diminishing Lottery.com’s value. The self-serving actions of a few individuals have inflicted significant harm on the corporation, raising concerns about the lack of independent oversight and compliance in a publicly traded entity.
Woodford’s spokesperson condemned the actions of Matthew McGahan, Barney Battles, and Andrey Ryjenko, labelling their collective efforts to orchestrate a corporate raid through self-enrichment and share allocation as grossly unethical. The spokesperson emphasised the historical challenges faced by Lottery.com investors due to mismanagement and theft, asserting Woodford’s determination to put an end to such malpractices.