Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2023

Inspired Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36689

47-1025534

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

250 West 57th Street, Suite 415

New York, New York

10107

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 565-3861

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		INSE		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On December 20, 2023, the Company accepted the resignation of Mr. Stewart F.B. Baker as Executive Vice President, Chief Financial Officer and principal accounting officer of Inspired Entertainment, Inc. (the “Company”). Mr. Baker will remain available to assist the Company through 2024 pursuant to the terms of his employment agreement to ensure a smooth transition of his responsibilities.

(c) Effective December 20, 2023, the Board of Directors of the Company appointed Marilyn Jentzen, age 57, as the Interim Chief Financial Officer of the Company. Ms. Jentzen will also serve as the Company’s principal accounting officer.

Ms. Jentzen is a senior executive and consultant with over 30 years of experience leading efforts across finance and transformation for both public and private companies of all sizes. Ms. Jentzen spent 10 years, from 1998 to 2008, with Deloitte LLP in consulting, business operations and strategy, including leading strategic business financial planning and analysis and projects for the US Firm’s CFO office, and as the Controller for the Southeast region. In 2010, Ms. Jentzen joined Thomson Reuters Corporation, where she was responsible for operating strategy in global operations centers in Asia, India, Europe and Latin America. From 2014 to 2015, Ms. Jentzen served as Vice President of Finance of International Game Technology Inc, where she led all global accounting, internal audit and tax activities, including Securities and Exchange Commission reporting. Since 2015, Ms. Jentzen has been the Founder and CEO of Innovative Impact Consulting, leading global business transformation programs in the areas of Finance, Operations and Information Technology. Ms. Jentzen holds an MBA from The Wharton School of the University of Pennsylvania, with concentrations in accounting and operations, and a BS from the College of William and Mary.

There are no family relationships between Ms. Jentzen and any director or executive officer of the Company and there are no transactions between Ms. Jentzen and the Company that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On December 26, 2023, the Company issued a press release announcing the resignation of Stewart F.B. Baker as Chief Financial Officer and the appointment of Marilyn Jentzen as Interim Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

99.1	Press Release of Inspired Entertainment, Inc., dated December 26, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

December 26, 2023	Inspired Entertainment, Inc.


	By:	/s/ Carys Damon
	Name:	Carys Damon
	Title:	General Counsel

Exhibit 99.1

INSPIRED ANNOUCES CFO TRANSITION

New York, New York, December 26, 2023 - Inspired Entertainment, Inc. (“Inspired” or the “Company”) (NASDAQ: INSE), a leading B2B provider of gaming content, technology, hardware and services, today announced that Marilyn Jentzen has been appointed Interim CFO and principal accounting officer, upon the Company’s acceptance of Stewart F.B. Baker’s resignation from his role as CFO and principal accounting officer effective December 20, 2023.

Ms. Jentzen brings over three decades of financial and accounting experience to Inspired. She is an accounting and auditing expert, strong leader and strategic thinker. Ms. Jentzen will be responsible for the Company’s financial policies, overseeing the finance and accounting functions, and ensuring compliance with financial and accounting regulations.

The Board of Directors has initiated a search process to identify the Company’s next CFO and has retained a leading search firm to assist in evaluating both internal and external candidates for the role. Mr. Baker will continue to serve the Company throughout 2024 to assist the Company with its restatement efforts and to ensure a smooth transition of his responsibilities.

“We are pleased and fortunate to have a leader of Marilyn’s caliber step into the role of Interim CFO. Marilyn is a strategic, results-oriented executive with proven success leading, developing and improving multi-national finance operations at publicly listed companies. She is well-positioned to support the continued execution of our financial priorities while the Board conducts its search for our new CFO,” said Brooks Pierce, President and Chief Executive Officer of Inspired. “I’d like to thank Stewart for his many years of service and contributions to Inspired Entertainment,” added Mr. Pierce.

Ms. Jentzen most recently served as the Founder and CEO of Innovative Impact Consulting, providing global business transformation consulting and interim c-level support for publicly-listed and private clients. Previously, she served as Senior Vice President, Finance for International Game Technology, Inc. where she led global accounting, tax and internal audit activities. Prior to that, Ms. Jentzen led operations strategy for global operations centers in Asia, India, Europe, and Latin America for Thomson Reuters. Early in her career, she spent a decade at Deloitte LLP. She received a BS from the College of William & Mary and an MBA from the Wharton School of the University of Pennsylvania with concentrations in accounting and operations.

About Inspired Entertainment, Inc.

Inspired offers an expanding portfolio of content, technology, hardware and services for regulated gaming, betting, lottery, social and leisure operators across retail and mobile channels around the world. The Company’s gaming, virtual sports, interactive and leisure products appeal to a wide variety of players, creating new opportunities for operators to grow their revenue. The Company operates in approximately 35 jurisdictions worldwide, supplying gaming systems with associated terminals and content for approximately 50,000 gaming machines located in betting shops, pubs, gaming halls and other route operations; virtual sports products through more than 32,000 retail venues and various online websites; interactive games for 170+ websites; and a variety of amusement entertainment solutions with a total installed base of more than 16,000 terminals. Additional information can be found at www.inseinc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,” “plans,” “seeks,” “may,” “will,” “should” or “anticipates” or the negative or other variations of these or similar words. Although the Company believes that its expectations are based on reasonable assumptions within the bounds of the Company’s knowledge of its business, there can be no assurance that actual results, including the impact of the restatement of its financial statements, will not differ materially from its expectations. Meaningful factors that could cause actual results to differ from expectations include, but are not limited to, risks relating to the final impact of the restatement on the Company’s financial statements; the impact of the restatement on the Company’s evaluation of the effectiveness of its internal control over financial reporting and disclosure controls and procedures; delays in the preparation of its financial statements; the risk that additional information will come to light during the course of the Company’s financial statement and accounting policy review that alters the scope or magnitude of the restatement; and the risk that the Company will be unable to obtain, if needed, any required waivers under its debt indenture with respect to a significant delay in filing its periodic reports with the SEC, which could affect its liquidity; and the risk that the Company may not be able to satisfy the terms of the Plan of Compliance it expects to submit to Nasdaq, or that Nasdaq will accept the Plan of Compliance or provide any other accommodations to the Company. The Company does not intend to update publicly any forward-looking statements, except as required by law. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this news release may not occur.

Contact:

For Investors

IR@inseinc.com

+1 (646) 277-1285

For Press and Sales

inspiredsales@inseinc.com

Cover	Dec. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2023
Entity File Number	001-36689
Entity Registrant Name	Inspired Entertainment, Inc.
Entity Central Index Key	0001615063
Entity Tax Identification Number	47-1025534
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West 57th Street
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10107
City Area Code	(646)
Local Phone Number	565-3861
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	INSE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false