As filed with the Securities and Exchange Commission on February
12, 2021
Registration No. 333-253072
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Inspired Entertainment, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
47-1025534 |
(State or other jurisdiction
of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
250 West 57th Street, Suite 415
New York, New York
(646) 565-3861
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
A. Lorne Weil, Executive Chairman
Inspired Entertainment, Inc.
250 West 57th Street, Suite 415
New York, New York 10107
(646) 565-3861
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Douglas Ellenoff, Esq.
Jeffrey W. Rubin, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of Americas
New York, NY 10105
(212) 370-1300
Fax: (212) 370-7889
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If any of
the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box: ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. ☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be
Registered |
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Amount
to be
Registered(1)(2) |
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Proposed
Maximum
Aggregate
Offering
Price per
Security(1)(2) |
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Proposed
Maximum
Aggregate
Offering
Price(2) |
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Amount
of
Registration
Fee(4) |
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Common Stock, par value $0.0001
per share(3) |
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| Preferred Stock, par value $0.0001 per share(3) |
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| Debt Securities(3) |
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| Warrants |
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| Rights |
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| Units |
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| Total |
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$ |
300,000,000 |
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$ |
32,730 |
(2) |
| (1) |
Such
indeterminate number or amount of debt securities, common stock,
preferred stock, warrants and units to purchase any combination of
the foregoing securities, and rights, as may from time to time be
issued at indeterminate prices, with an aggregate initial offering
price not to exceed $300,000,000. In addition, pursuant to Rule 416
of the Securities Act, the shares being registered hereunder
include such indeterminate number of shares of common stock and
preferred stock as may be issuable with respect to the shares being
registered hereunder as a result of stock splits, stock dividends,
or similar transactions. Securities registered hereunder may be
sold separately or together in any combination with other
securities registered hereunder. |
| (2) |
Estimated
solely for the purpose of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as
amended (the “Securities Act”). Pursuant to
Rule 457(o) under the Securities Act and General
Instruction II.D. of Form S-3, the table does not specify by
each class information as to the amount to be registered or
proposed maximum offering price per unit. |
| (3) |
Subject
to footnote (1), there are also being registered hereunder an
indeterminate principal amount or number of shares of debt
securities, preferred stock or common stock that may be issued upon
conversion of, or in exchange for, debt securities or preferred
stock registered hereunder or upon exercise of warrants registered
hereunder, as the case may be. |
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory Note: This Amendment No. 1 is being filed to replace
the “Use of Proceeds” section as previously filed.
The information in this prospectus is
not complete and may be changed. We may not sell the securities
until the Registration Statement filed with the Securities and
Exchange Commission, of which this prospectus is a part, is
effective.
SUBJECT TO COMPLETION, DATED February
12, 2021
PROSPECTUS
$300,000,000
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Common Stock |
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Preferred Stock |
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Debt Securities |
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Warrants |
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Rights |
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Units |
We may offer and sell from time to time, in one or more series, any
one of the following securities of our company, for total gross
proceeds up to $300,000,000:
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common
stock; |
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preferred
stock; |
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secured
or unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness which may be senior debt
securities, senior subordinated debt securities or subordinated
debt securities, each of which may be convertible into equity
securities; |
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warrants
to purchase our securities; |
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rights
to purchase any of the foregoing securities; or |
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units
comprised of, or other combinations of, the foregoing
securities. |
We will provide specific terms of these offerings and securities in
one or more supplements to this prospectus. We may also authorize
one or more free writing prospectuses to be provided to you in
connection with these offerings. The prospectus supplement, and any
documents incorporated by reference, may also add, update or change
information contained in this prospectus. You should read this
prospectus, the applicable prospectus supplement, any documents
incorporated by reference and any related free writing prospectus
carefully before buying any of the securities being offered.
We may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on a
continuous or delayed basis.
Our common stock is traded on The NASDAQ Capital Market under the
symbol “INSE.” The last reported sale price of our common stock on
The NASDAQ Capital Market on February 11, 2021 was $7.62 per
share.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described under
the heading “Risk Factors” contained in the applicable prospectus
supplement and in any related free writing prospectus, and under
similar headings in the other documents that are incorporated by
reference into this prospectus or any prospectus supplement before
making a decision to purchase our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
,
2021.
TABLE OF CONTENTS
You should rely only on the information we have provided or
incorporated by reference in this prospectus or in any prospectus
supplement. We have not authorized anyone to provide you with
information different from that contained or incorporated by
reference in this prospectus or in any prospectus
supplement.
This prospectus and any prospectus supplement is an offer to
sell only the securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do
so.
You should assume that the information contained in this
prospectus and in any prospectus supplement is accurate only as of
their respective dates and that any information we have
incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of
delivery of this prospectus or any prospective supplement or any
sale of securities.
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration statement on
Form S-3 that Inspired Entertainment, Inc. (“we,” “us,” or the
“Company”) we filed with the Securities and Exchange Commission, or
the SEC, utilizing a “shelf” registration process. Under this shelf
registration process, we may offer and sell, either individually or
in combination, in one or more offerings, any combination of the
securities described in this prospectus, for total gross proceeds
of up to $300,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we offer
securities under this prospectus, we will provide a prospectus
supplement that will contain more specific information about the
terms of that offering. We may also authorize one or more free
writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus
supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change any
of the information contained in this prospectus or in the documents
that we have incorporated by reference into this prospectus.
We may deliver a prospectus supplement with this prospectus, to the
extent appropriate, to update the information contained in this
prospectus. The prospectus supplement may also add, update or
change information included in this prospectus. You should read
both this prospectus and any applicable prospectus supplement,
together with additional information described below under the
captions “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.”
No offer of these securities will be made in any jurisdiction where
the offer is not permitted.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement and the
documents we have filed or will file with the SEC that are or will
be incorporated by reference into this prospectus and the
accompanying prospectus supplement contain forward-looking
statements, within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), that involve risks and
uncertainties. Any statements contained, or incorporated by
reference, in this prospectus and any accompanying prospectus that
are not statements of historical fact may be forward-looking
statements. When we use the words “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
“project,” “will” and other similar terms and phrases, including
references to assumptions, we are identifying forward-looking
statements. Forward-looking statements involve risks and
uncertainties which may cause our actual results, performance or
achievements to be materially different from those expressed or
implied by forward-looking statements.
Our forward-looking statements reflect our current expectations
about our future results, performance, liquidity, financial
condition, prospects and opportunities, and are based upon
information currently available to us, our interpretation of what
we believe to be significant factors affecting our business and
many assumptions regarding future events. Actual results,
performance, liquidity, financial condition, prospects and
opportunities could differ materially from those expressed in, or
implied by, our forward-looking statements. This could occur as a
result of various risks and uncertainties, including the
following:
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● |
the effect and impact of the ongoing
global coronavirus (COVID-19) pandemic on our business with respect
to the potential duration of the pandemic, the various
Government-ordered emergency measures including travel
restrictions, social distancing and/or shelter in place orders and
closure of retail venues and the remediation plans put in place by
each Government to potentially mitigate these effects, the detail,
scope and application of which are still largely unknown; |
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our ability to compete effectively in
our industries; |
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the effect of evolving technology on
our business; |
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our ability to renew long-term
contracts and retain customers, and secure new contracts and
customers; |
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our ability to maintain relationships
with suppliers; |
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our ability to protect our
intellectual property; |
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our ability to protect our business
against cybersecurity threats; |
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government regulation of our
industries; |
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our ability to successfully grow by
acquisition as well as organically; |
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fluctuations due to seasonality; |
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our ability to attract and retain key
members of our management team; |
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our need for working capital; |
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our ability to secure capital for
growth and expansion; |
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changing consumer, technology and
other trends in our industries; |
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our ability to successfully operate
across multiple jurisdictions and markets around the world; |
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changes in local, regional and global
economic and political conditions; and |
In light of these risks and uncertainties, and others discussed in
this prospectus there can be no assurance that any matters covered
by our forward-looking statements will develop as predicted,
expected or implied. Readers should not place undue reliance on any
forward-looking statements. Except as expressly required by the
federal securities laws, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events, changed circumstances or
any other reason. We advise you to carefully review the reports and
documents we file from time to time with the SEC.
INFORMATION ABOUT THE COMPANY
We are a global gaming technology company, supplying content,
platform and other products and services to online and land-based
regulated lottery, betting and gaming operators worldwide through a
broad range of distribution channels, predominantly on a
business-to-business basis. We provide end-to-end digital gaming
solutions (i) on our own proprietary and secure network, which
accommodates a wide range of devices, including land-based gaming
machine terminals, mobile devices and online computer applications
and (ii) through third party networks. Our content and other
products can be found through the consumer-facing portals of our
interactive customers and, through our land-based customers, in
licensed betting offices, adult gaming centers, pubs, bingo halls,
airports, motorway service areas and leisure parks.
Our principal executive offices are located at 250 West 57th
Street, Suite 415, New York, New York 10107, and our telephone
number is (646) 565-3861. Our website is www.inseinc.com. The
information found on our website is not part of this
prospectus.
RISK FACTORS
We have included discussions of the risks, uncertainties and
assumptions under the heading “Risk Factors” included in our Annual
Report on Form 10-K for the year ended December 31, 2019 and
our Quarterly Report on Form 10-Q for the quarter ended September
30, 2020, which risk factors are incorporated by reference into
this prospectus. See “Where You Can Find More Information” for
an explanation of how to get a copy of this report. Additional
risks related to our securities may also be described in a
prospectus supplement and in any related free writing prospectus
that we may authorize to be provided to you.
Investing in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should
carefully consider the risk factors we describe in any prospectus
supplement and in any related free writing prospectus that we may
authorize to be provided to you or in any report incorporated by
reference into this prospectus or such prospectus supplement,
including our Annual Report on Form 10-K for the year ended
December 31, 2019, our Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2020, June 30, 2020, and
September 30, 2020 and our Forms 8-K that are incorporated by
reference into this prospectus or such prospectus supplement after
the date of this prospectus. Although we discuss key risks in
those risk factor descriptions, additional risks not currently
known to us or that we currently deem immaterial also may impair
our business. Our subsequent filings with the SEC may contain
amended and updated discussions of significant risks. We
cannot predict future risks or estimate the extent to which they
may affect our financial performance.
Please also read carefully the section above entitled “Cautionary
Note Regarding Forward-Looking Statements.”
USE OF PROCEEDS
We intend to use the net proceeds from the sale of any securities
offered under this prospectus for general corporate purposes unless
otherwise indicated in the applicable prospectus supplement.
General corporate purposes may include the acquisition of companies
or businesses, repayment and refinancing of debt, working capital
and capital expenditures. We have not determined the amount of net
proceeds to be used specifically for such purposes. As a result,
management will retain broad discretion over the allocation of net
proceeds.
DESCRIPTION OF CAPITAL
STOCK AND SECURITIES WE MAY OFFER
General
The following description of the material provisions of our capital
stock (which includes a description of securities we may offer
pursuant to the registration statement of which this prospectus, as
the same may be supplemented, forms a part) does not purport to be
complete and is based on and qualified by our Second Amended and
Restated Certificate of Incorporation (the “Charter”), our Bylaws,
and our Warrant Agreement dated October 24, 2014 between the
Company and Continental Stock Transfer & Trust Company
(“Warrant Agreement”) each of which is incorporated by reference as
an exhibit to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2019. The summary below is also qualified by
reference to provisions of the Delaware General Corporation Law
(“DGCL”).
Our authorized capital stock consists of 50,000,000 shares,
consisting of 49,000,000 shares of common stock, $0.0001 par value
per share, and 1,000,000 shares of preferred stock, $0.0001 par
value per share. As of the date of this prospectus, our outstanding
capital stock consists of 23,218,323 shares of common stock, and no
shares of preferred stock. These figures do not include securities
that may be issued upon exercise or vesting of our outstanding
derivative securities including our warrants and our awards of
restricted stock units under our equity incentive plans.
We, directly or through agents, dealers or underwriters designated
from time to time, may offer, issue and sell, together or
separately, up to $300,000,000 in the aggregate of:
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common
stock; |
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preferred
stock; |
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secured
or unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness which may be senior debt
securities, senior subordinated debt securities or subordinated
debt securities, each of which may be convertible into equity
securities; |
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warrants
to purchase our securities; |
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rights
to purchase our securities; or |
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units
comprised of, or other combinations of, the foregoing
securities. |
We may issue the debt securities as exchangeable for or convertible
into shares of common stock, preferred stock or other securities.
The preferred stock may also be exchangeable for and/or convertible
into shares of common stock, another series of preferred stock or
other securities. The debt securities, the preferred stock, the
common stock and the warrants are collectively referred to in this
prospectus as the “securities.” When a particular series of
securities is offered, a supplement to this prospectus will be
delivered with this prospectus, which will set forth the terms of
the offering and sale of the offered securities.
Common Stock
As of February 11, 2021, there were 23,218,323 shares of Common
Stock issued and outstanding. The outstanding shares of Common
Stock are duly authorized, validly issued, fully paid and
non-assessable.
Voting Power
Except as otherwise required by law or as provided in any
certificate of designation for any series of Preferred Stock, the
holders of Common Stock possess all the voting power for the
election of our directors and all other matters requiring
stockholder action. Holders of Common Stock are entitled to one
vote per share held of record on matters to be voted on by
stockholders.
Dividends
Holders of Common Stock will be entitled to receive such dividends,
if any, as may be declared from time to time by our board of
directors in its discretion out of funds legally available therefor
and shall share equally on a per share basis in such dividends and
distributions, provided that such holder is not an Unsuitable
Person (as defined below).
Liquidation, Dissolution and Winding-Up
In the event of our voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up, the holders of
our Common Stock will be entitled to receive an equal amount per
share of all of our assets of whatever kind available for
distribution to stockholders, after the rights of our creditors and
the rights of holders of Preferred Stock, if any, have been
satisfied.
Preemptive or Other Rights
There are no sinking fund provisions applicable to the Common
Stock. Our stockholders have no preemptive or other subscription
rights.
Preferred Stock
Our board of directors has the authority to issue up to an
aggregate of 1,000,000 shares of Preferred Stock in one or more
series, and to fix the designations, preferences, rights,
qualifications, limitations and restrictions thereof or thereon,
without any further vote or action by the stockholders. No shares
of Preferred Stock are outstanding at February 11, 2021.
You should refer to the prospectus supplement relating to the
series of preferred stock being offered for the specific terms of
that series, including:
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the title of the series and the number
of shares in the series; |
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the price at which the preferred stock
will be offered; |
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the dividend rate or rates or method of calculating the rates,
the dates on which the dividends will be payable, whether or not
dividends will be cumulative or noncumulative and, if cumulative,
the dates from which dividends on the preferred stock being offered
will cumulate; |
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the voting rights, if any, of the
holders of shares of the preferred stock being offered; |
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● |
the provisions for a sinking fund, if any, and the provisions
for redemption, if applicable, of the preferred stock being
offered, including any restrictions on the foregoing as a result of
arrearage in the payment of dividends or sinking fund
installments; |
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the liquidation preference per
share; |
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● |
the terms and conditions, if applicable, upon which the
preferred stock being offered will be convertible into our common
stock, including the conversion price, or the manner of calculating
the conversion price, and the conversion period; |
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● |
the terms and conditions, if applicable, upon which the
preferred stock being offered will be exchangeable for debt
securities, including the exchange price, or the manner of
calculating the exchange price, and the exchange period; |
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any listing of the preferred stock
being offered on any securities exchange; |
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● |
a discussion of any material federal income tax considerations
applicable to the preferred stock being offered; |
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the relative ranking and preferences of the preferred stock
being offered as to dividend rights and rights upon liquidation,
dissolution or the winding up of our affairs; |
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● |
any limitations on the issuance of any class or series of
preferred stock ranking senior or equal to the series of preferred
stock being offered as to dividend rights and rights upon
liquidation, dissolution or the winding up of our affairs; and |
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any additional rights, preferences,
qualifications, limitations and restrictions of the series. |
Upon issuance, the shares of preferred stock will be fully paid and
nonassessable, which means that its holders will have paid their
purchase price in full and we may not require them to pay
additional funds.
Any preferred stock terms selected by our board of directors could
decrease the amount of earnings and assets available for
distribution to holders of our common stock or adversely affect the
rights and power, including voting rights, of the holders of our
common stock without any further vote or action by the
stockholders. The rights of holders of our common stock will be
subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued by us in the
future. The issuance of preferred stock could also have the effect
of delaying or preventing a change in control of our company or
make removal of management more difficult.
Gaming and Regulatory Matters – Unsuitable Persons
Our Charter provides the Company with the ability to restrict
securities ownership by persons (“Unsuitable Person”) who fail to
comply with informational or other regulatory requirements under
applicable gaming laws, who are found unsuitable to hold the
Company’s securities by gaming authorities or who could by holding
the Company’s securities cause the Company or any affiliate to fail
to obtain, maintain, renew or qualify for a license, contract,
franchise or other regulatory approval from a gaming authority.
Specifically, pursuant to our Charter, we may redeem the shares of
capital stock owned or controlled by a stockholder or its
affiliates to the extent required by the relevant gaming authority
making a determination of unsuitability, or to the extent our board
of directors determines, in its sole discretion, that a person is
likely to jeopardize the Company’s or any affiliate’s application
for, receipt of, approval for, right to the use of, or entitlement
to, any gaming license. The redemption price would be determined
either by the gaming authority making the finding of unsuitability,
or if such gaming authority does not require a certain price to be
paid, by our board of directors, which would determine the price
based on the fair value of the securities to be redeemed; provided,
however, that the price per share represented by the redemption
price shall in no event be in excess of the closing sales price per
share of the Company’s shares on the principal national securities
exchange on which such shares are then listed on the trading date
on the day before we notify the holder of such redemption. The
redemption price may be paid in cash, by promissory note, or both
as required pursuant to the terms established by the applicable
gaming authority and, if there are no such terms, as we elect.
Warrants
As of February 11, 2021, there were 19,079,130 warrants outstanding
exercisable for 9,539,565 shares of Common Stock, consisting of
7,999,900 of our public stockholders’ warrants (“Public Warrants”)
and 11,079,230 of our private placement warrants (“Private
Warrants”).
Public Warrants
The Company’s Public Warrants were originally issued as part of the
units sold in the Company’s IPO. Pursuant to the terms of the
Warrant Agreement, each such warrant entitles the registered holder
to purchase one-half of one share of our Common Stock at a price of
$5.75 (or $11.50 per whole share), subject to adjustment as
discussed below. Such warrants may be exercised only for a whole
number of shares of our Common Stock. The Public Warrants became
exercisable on January 23, 2017 and will expire five years after
the completion of our Business Combination, at 5:00 p.m., New York
City time on December 23, 2021, or earlier upon redemption or
liquidation.
We will not be obligated to deliver any shares of Common Stock
pursuant to the exercise of a Public Warrant and will have no
obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the shares of
Common Stock underlying such warrants is then effective and a
prospectus relating thereto is current, subject to our satisfying
our obligations described below with respect to registration. No
such warrant will be exercisable, and we will not be obligated to
issue any shares to holders seeking to exercise their Public
Warrants, unless the issuance of the shares upon such exercise is
registered and qualified under the securities laws of the state of
the exercising holder, unless exemptions therefrom are available.
In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a Public Warrant, the
holder of such warrant will not be entitled to exercise such
warrant and such warrant may have no value and may expire
worthless. In no event will we be required to net cash settle any
Public Warrant.
We will use our best efforts to maintain the effectiveness of a
registration statement, and a current prospectus relating thereto,
until the expiration or redemption of the Public Warrants in
accordance with the provisions of the Warrant Agreement.
Notwithstanding the above, if our Common Stock is at the time of
any exercise of a Public Warrant not listed on a national
securities exchange such that it satisfies the definition of a
“covered security” under Section 18(b)(1) of the Securities Act, we
may, at our option, require holders of Public Warrants who exercise
their warrants to do so on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act and, in the event we so
elect, we will not be required to file or maintain in effect a
registration statement or qualify the underlying shares under state
blue sky laws.
We may call the Public Warrants for redemption:
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in whole and not in
part; |
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at a price of $0.01
per warrant; |
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upon not less than 30
days’ prior written notice of redemption (the “30-day redemption
period”) to each warrant holder; and |
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if, and only if, the
reported last sale price of the Common Stock equals or exceeds
$24.00 per share for any 20 trading days within a 30-trading day
period ending on the third trading day prior to the date we send
the notice of redemption to the warrant holders. |
If and when the Public Warrants become redeemable by us, we may
exercise our redemption right even if we are unable to register the
underlying securities for sale or qualify then under applicable
state securities laws.
We have established the last of the redemption conditions discussed
above to prevent a redemption call unless there is, at the time of
the call, a significant premium to the warrant exercise price. If
the foregoing conditions are satisfied and we issue a notice of
redemption of the Public Warrants, each warrant holder will be
entitled to exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the Common Stock may fall
below the $24.00 redemption trigger price as well as the warrant
exercise price of $5.75 per one-half of one share ($11.50 per whole
share) after the redemption notice is issued.
If we call the Public Warrants for redemption as described above,
our management will have the option to require holders that wish to
exercise their warrants to do so on a “cashless basis.” In
determining whether to require holders to exercise their warrants
on a “cashless basis,” our management will consider, among other
factors, our cash position, the number of warrants that are
outstanding and the dilutive effect on our stockholders of issuing
the maximum number of shares of Common Stock issuable upon the
exercise of our warrants. If our management takes advantage of this
option, all holders of warrants would pay the exercise price by
surrendering their warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Common Stock underlying the warrants,
multiplied by the difference between the exercise price of the
warrants and the “fair market value” (defined below), by (y) the
fair market value. The “fair market value” shall mean the average
reported last sale price of the Common Stock for the 10 trading
days ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of warrants. If our
management takes advantage of this option, the notice of redemption
will contain the information necessary to calculate the number of
shares of Common Stock to be received upon exercise of the
warrants, including the fair market value in such case. If we call
our warrants for redemption and our management does not take
advantage of this option, the initial purchasers of the private
placement warrants and their permitted transferees would still be
entitled to exercise their Private Warrants for cash or on a
cashless basis using the same formula described above.
A holder of a Public Warrant may notify us in writing in the event
the holder elects to be subject to a requirement that such holder
will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together
with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 9.8% (or such other
amount as such holder may specify) of the shares of Common Stock
outstanding immediately after giving effect to such exercise.
If the number of outstanding shares of Common Stock is increased by
a stock dividend payable in shares of Common Stock, a split of
shares of common stock or other similar event, then, on the
effective date of such stock dividend, split or similar event, the
number of shares of Common Stock issuable on exercise of each
Public Warrant will be increased in proportion to such increase in
the outstanding shares of Common Stock. A rights offering to
holders of Common Stock entitling holders to purchase shares of
Common Stock at a price less than the fair market value will be
deemed to be a stock dividend of a number of shares of Common Stock
equal to the product of (i) the number of shares of Common Stock
actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible
into or exercisable for Common Stock) multiplied by (ii) one minus
the quotient of (x) the price per share of Common Stock paid in
such rights offering divided by (y) the fair market value. For
these purposes: (i) if the rights offering is for securities
convertible into or exercisable for Common Stock, in determining
the price payable for Common Stock, there will be taken into
account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion, and (ii)
fair market value means the volume weighted average price of Common
Stock as reported during the 10 trading day period ending on the
trading day prior to the first date on which the shares of Common
Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.
In addition, if we, at any time that the Public Warrants are
outstanding and unexpired, pay a dividend or make a distribution in
cash, securities or other assets to the holders of Common Stock on
account of such shares of Common Stock (or other shares of our
capital stock into which the warrants are convertible), other than
(a) as described above, or (b) certain ordinary cash dividends,
then the warrant exercise price will be decreased, effective
immediately after the effective date of such event, by the amount
of cash or the fair market value of any securities or other assets
paid on each share of Common Stock in respect of such event.
If the number of outstanding shares of our Common Stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event,
then, on the effective date of such consolidation, combination,
reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each Public
Warrant will be decreased in proportion to such decrease in
outstanding shares of Common Stock.
Whenever the number of shares of Common Stock purchasable upon the
exercise of the Public Warrants is adjusted, as described above,
the warrant exercise price will be adjusted by multiplying the
warrant exercise price immediately prior to such adjustment by a
fraction (x) the numerator of which will be the number of shares of
Common Stock purchasable upon the exercise of the warrants
immediately prior to such adjustment, and (y) the denominator of
which will be the number of shares of Common Stock so purchasable
immediately thereafter.
In case of any reclassification or reorganization of the
outstanding shares of our Common Stock (other than those described
above or that solely affect the par value of such shares of Common
Stock), or in the case of any merger or consolidation of us with or
into another corporation (other than a consolidation or merger in
which we are the continuing corporation and which does not result
in any reclassification or reorganization of our outstanding shares
of Common Stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of us
as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the Public Warrants will
thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the warrants and in
lieu of the shares of our Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or
other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised
their warrants immediately prior to such event. However, if such
holders were entitled to exercise a right of election as to the
kind or amount of securities, cash or other assets receivable upon
such consolidation or merger, then the kind and amount of
securities, cash or other assets for which each warrant will become
exercisable will be deemed to be the weighted average of the kind
and amount received per share by such holders in such consolidation
or merger that affirmatively make such election, and if a tender,
exchange or redemption offer has been made to and accepted by such
holders under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members
of any group (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) of which such maker is a part, and together with any
affiliate or associate (within the meaning of Rule 12b-2 under the
Exchange Act) of such maker and any members of any such group of
which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act) more than
50% of the outstanding shares of Common Stock, the holder of a
warrant will be entitled to receive the highest amount of cash,
securities or other property to which such holder would actually
have been entitled as a stockholder if such warrant holder had
exercised the warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Common Stock
held by such holder had been purchased pursuant to such tender or
exchange offer, subject to adjustments (from and after the
consummation of such tender or exchange offer) as nearly equivalent
as possible to the adjustments provided for in the Warrant
Agreement. Additionally, if less than 70% of the consideration
receivable by the holders of Common Stock in such a transaction is
payable in the form of Common Stock in the successor entity that is
listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the
registered holder of the warrant properly exercises the warrant
within thirty days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the
Warrant Agreement based on the per share consideration minus the
Black Scholes value (as defined in the Warrant Agreement) of the
warrant.
The Public Warrants were issued in registered form under the
Warrant Agreement with Continental Stock Transfer & Trust
Company, as warrant agent, and us. You should review a copy of the
Warrant Agreement for a complete description of the terms and
conditions applicable to the warrants. The Warrant Agreement
provides that the terms of the warrants may be amended without the
consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval by the holders of at
least 65% of the then outstanding Public Warrants to make any
change that adversely affects the interests of the registered
holders of Public Warrants.
The warrants may be exercised upon surrender of the warrant
certificate on or prior to the expiration date at the offices of
the warrant agent, with the exercise form on the reverse side of
the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price by certified or
official bank check payable to us (or on a cashless basis, if
applicable), for the number of warrants being exercised. The
warrant holders do not have the rights or privileges of holders of
Common Stock nor any voting rights until they exercise their
warrants and receive shares of Common Stock. After the issuance of
shares of Common Stock upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all
matters to be voted on by stockholders.
No fractional shares will be issued upon exercise of the Public
Warrants. If, upon exercise of the warrants, a holder would be
entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number the number of
shares of Common Stock to be issued to the warrant holder.
Private Warrants
The Company’s Private Warrants are identical to the Public Warrants
sold in the IPO, including as to exercise price, exercisability and
exercise period, except that, if held by the initial private
placement purchasers or their permitted assigns, they (a) may be
exercised for cash or on a cashless basis; and (b) are not subject
to being called for redemption. If the Private Warrants are held by
holders other than the initial private placement purchasers or
their permitted transferees, the Private Warrants will be
redeemable by us and exercisable by the holders on the same basis
as the Public Warrants.
If holders of the Private Warrants elect to exercise them on a
cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the warrants, multiplied by the
difference between the exercise price of the warrants and the “fair
market value” (defined below) by (y) the fair market value. The
“fair market value” shall mean the average reported last sale price
of the Common Stock for the 10 trading days ending on the third
trading day prior to the date on which the notice of warrant
exercise is sent to the warrant agent.
Certain Anti-Takeover Provisions of Our Charter and Bylaws and
Certain Provisions of Delaware Law
The Company’s Charter and Bylaws contain provisions that could have
the effect of delaying or preventing changes in control or changes
in our management without the consent of our board of directors.
These provisions include:
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no cumulative voting
in the election of directors, which limits the ability of minority
stockholders to elect director candidates; |
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the exclusive right of
our board of directors to elect a director to fill a vacancy
created by the expansion of the board of directors or the
resignation, death, or removal of a director with or without cause
by stockholders, which prevents stockholders from being able to
fill vacancies on our board of directors; |
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the ability of our
board of directors to determine whether to issue shares of our
Preferred Stock and to determine the price and other terms of those
shares, including preferences and voting rights, without
stockholder approval, which could be used to significantly dilute
the ownership of a hostile acquirer; |
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limiting the liability
of, and providing indemnification to, our directors and
officers; |
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specifying the Court
of Chancery of the State of Delaware as the exclusive forum for
adjudication of disputes; |
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controls over the
procedures for the conduct and scheduling of stockholder meetings;
and |
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advance notice
procedures that stockholders must comply with in order to nominate
candidates to our board of directors or to propose matters to be
acted upon at a stockholders’ meeting, which may discourage or
deter a potential acquirer from conducting a solicitation of
proxies to elect the acquirer’s own slate of directors or otherwise
attempting to obtain control of the Company. |
These provisions, singly or together, could delay hostile takeovers
and changes in control of the Company or changes in our board of
directors and management.
As a Delaware corporation, we are also subject to provisions of
Delaware law, including Section 203 of the DGCL, which prevents
some stockholders holding more than 15% of our outstanding Common
Stock from engaging in certain business combinations without
approval of the holders of substantially all of our outstanding
Common Stock. Any provision of our Charter or Bylaws, or Delaware
law that has the effect of delaying or deterring a change in
control could limit the opportunity for our stockholders to receive
a premium for their shares of our Common Stock and could also
affect the price that some investors are willing to pay for our
Common Stock.
Rule 144
Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business combination related
shell companies) or any issuer, such as the Company, that has been
at any time previously a shell company. However, Rule 144 also
includes an important exception to this prohibition if the
following conditions are met:
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the issuer of the securities that was
formerly a shell company has ceased to be a shell company; |
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the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; |
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the issuer of the securities has filed all Exchange Act reports
and material required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was
required to file such reports and materials), other than Form 8-K
reports; and at least one year has elapsed from the time that the
issuer filed current Form 10-type information with the SEC, which
in the case of the Company was filed promptly after completion of
the Business Combination. |
As a result of the foregoing, Rule 144 was not available for the
resale of our securities until one year after the filing of the
Form 10 information included in the 8-K that the Company filed with
the SEC with respect to the Business Combination on December 30,
2016.
Under Rule 144, a person who has beneficially owned restricted
shares of our common stock or warrants for at least six months may
be entitled to sell such shares, provided that such person is not
deemed to have been one of our affiliates at the time of, or at any
time during the three months preceding, a sale; and we are subject
to the Exchange Act periodic reporting requirements for at least
three months before the sale and have filed all required reports
under Section 13 or 15(d) of the Exchange Act during the 12 months
(or such shorter period as we were required to file reports)
preceding the sale.
Persons who have beneficially owned restricted shares of our common
stock or warrants for at least six months but who are our
affiliates at the time of, or at any time during the three months
preceding, a sale, would be subject to additional restrictions, by
which such person would be entitled to sell within any three-month
period only a number of shares that does not exceed the greater
of:
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1% of the total number of shares of
common stock then outstanding, or |
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the average weekly reported trading volume of the common stock
during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to the sale. |
Sales by our affiliates under Rule 144 are also limited by manner
of sale provisions, notice requirements and requirements as to the
availability of current public information about us.
Debt Securities
As used in this prospectus, the term “debt securities” means the
debentures, notes, bonds and other evidences of indebtedness that
we may issue from time to time. The debt securities will either be
senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities.
Debt securities issued under an indenture (which we refer to herein
as an Indenture) will be entered into between us and a trustee to
be named therein. It is likely that convertible debt securities
will not be issued under an Indenture.
The Indenture or forms of Indentures, if any, will be filed as
exhibits to the registration statement of which this prospectus is
a part. The statements and descriptions in this prospectus or in
any prospectus supplement regarding provisions of the Indentures
and debt securities are summaries thereof, do not purport to be
complete and are subject to, and are qualified in their entirety by
reference to, all of the provisions of the Indentures (and any
amendments or supplements we may enter into from time to time which
are permitted under each Indenture) and the debt securities,
including the definitions therein of certain terms.
General
Unless otherwise specified in a prospectus supplement, the debt
securities will be direct secured or unsecured obligations of our
company. The senior debt securities will rank equally with any of
our other unsecured senior and unsubordinated debt. The
subordinated debt securities will be subordinate and junior in
right of payment to any senior indebtedness.
We may issue debt securities from time to time in one or more
series, in each case with the same or various maturities, at par or
at a discount. Unless indicated in a prospectus supplement, we may
issue additional debt securities of a particular series without the
consent of the holders of the debt securities of such series
outstanding at the time of the issuance. Any such additional debt
securities, together with all other outstanding debt securities of
that series, will constitute a single series of debt securities
under the applicable Indenture and will be equal in ranking.
Should an indenture relate to unsecured indebtedness, in the event
of a bankruptcy or other liquidation event involving a distribution
of assets to satisfy our outstanding indebtedness or an event of
default under a loan agreement relating to secured indebtedness of
our company or its subsidiaries, the holders of such secured
indebtedness, if any, would be entitled to receive payment of
principal and interest prior to payments on the senior indebtedness
issued under an Indenture.
Prospectus Supplement
Each prospectus supplement will describe the terms relating to the
specific series of debt securities being offered. These terms will
include some or all of the following:
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the
title of debt securities and whether they are subordinated, senior
subordinated or senior debt securities; |
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any
limit on the aggregate principal amount of debt securities of such
series; |
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the
percentage of the principal amount at which the debt securities of
any series will be issued; |
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the
ability to issue additional debt securities of the same
series; |
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the
purchase price for the debt securities and the denominations of the
debt securities; |
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the
specific designation of the series of debt securities being
offered; |
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the
maturity date or dates of the debt securities and the date or dates
upon which the debt securities are payable and the rate or rates at
which the debt securities of the series shall bear interest, if
any, which may be fixed or variable, or the method by which such
rate shall be determined; |
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the
basis for calculating interest if other than 360-day year or twelve
30-day months; |
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the
date or dates from which any interest will accrue or the method by
which such date or dates will be determined; |
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the
duration of any deferral period, including the maximum consecutive
period during which interest payment periods may be
extended; |
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whether
the amount of payments of principal of (and premium, if any) or
interest on the debt securities may be determined with reference to
any index, formula or other method, such as one or more currencies,
commodities, equity indices or other indices, and the manner of
determining the amount of such payments; |
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the
dates on which we will pay interest on the debt securities and the
regular record date for determining who is entitled to the interest
payable on any interest payment date; |
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the
place or places where the principal of (and premium, if any) and
interest on the debt securities will be payable, where any
securities may be surrendered for registration of transfer,
exchange or conversion, as applicable, and notices and demands may
be delivered to or upon us pursuant to the applicable
Indenture; |
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the
rate or rates of amortization of the debt securities; |
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if we
possess the option to do so, the periods within which and the
prices at which we may redeem the debt securities, in whole or in
part, pursuant to optional redemption provisions, and the other
terms and conditions of any such provisions; |
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our
obligation or discretion, if any, to redeem, repay or purchase debt
securities by making periodic payments to a sinking fund or through
an analogous provision or at the option of holders of the debt
securities, and the period or periods within which and the price or
prices at which we will redeem, repay or purchase the debt
securities, in whole or in part, pursuant to such obligation, and
the other terms and conditions of such obligation; |
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the
terms and conditions, if any, regarding the option or mandatory
conversion or exchange of debt securities; |
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the
period or periods within which, the price or prices at which and
the terms and conditions upon which any debt securities of the
series may be redeemed, in whole or in part at our option and, if
other than by a board resolution, the manner in which any election
by us to redeem the debt securities shall be evidenced; |
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any
restriction or condition on the transferability of the debt
securities of a particular series; |
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the
portion, or methods of determining the portion, of the principal
amount of the debt securities which we must pay upon the
acceleration of the maturity of the debt securities in connection
with any event of default if other than the full principal
amount; |
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the
currency or currencies in which the debt securities will be
denominated and in which principal, any premium and any interest
will or may be payable or a description of any units based on or
relating to a currency or currencies in which the debt securities
will be denominated; |
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provisions,
if any, granting special rights to holders of the debt securities
upon the occurrence of specified events; |
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any
deletions from, modifications of or additions to the events of
default or our covenants with respect to the applicable series of
debt securities, and whether or not such events of default or
covenants are consistent with those contained in the applicable
Indenture; |
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any
limitation on our ability to incur debt, redeem stock, sell our
assets or other restrictions; |
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the
application, if any, of the terms of the applicable Indenture
relating to defeasance and covenant defeasance (which terms are
described below) to the debt securities; |
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what
subordination provisions will apply to the debt
securities; |
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the
terms, if any, upon which the holders may convert or exchange the
debt securities into or for our common stock, preferred stock or
other securities or property; |
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whether
we are issuing the debt securities in whole or in part in global
form; |
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any
change in the right of the trustee or the requisite holders of debt
securities to declare the principal amount thereof due and payable
because of an event of default; |
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the
depositary for global or certificated debt securities, if
any; |
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any
material federal income tax consequences applicable to the debt
securities, including any debt securities denominated and made
payable, as described in the prospectus supplements, in foreign
currencies, or units based on or related to foreign
currencies; |
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any
right we may have to satisfy, discharge and defease our obligations
under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing
money or U.S. government obligations with the trustee of the
Indentures; |
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the
names of any trustees, depositories, authenticating or paying
agents, transfer agents or registrars or other agents with respect
to the debt securities; |
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to
whom any interest on any debt security shall be payable, if other
than the person in whose name the security is registered, on the
record date for such interest, the extent to which, or the manner
in which, any interest payable on a temporary global debt security
will be paid if other than in the manner provided in the applicable
Indenture; |
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if
the principal of or any premium or interest on any debt securities
is to be payable in one or more currencies or currency units other
than as stated, the currency, currencies or currency units in which
it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or
the manner in which such amount shall be determined); |
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the
portion of the principal amount of any debt securities which shall
be payable upon declaration of acceleration of the maturity of the
debt securities pursuant to the applicable Indenture if other than
the entire principal amount; |
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if
the principal amount payable at the stated maturity of any debt
security of the series will not be determinable as of any one or
more dates prior to the stated maturity, the amount which shall be
deemed to be the principal amount of such debt securities as of any
such date for any purpose, including the principal amount thereof
which shall be due and payable upon any maturity other than the
stated maturity or which shall be deemed to be outstanding as of
any date prior to the stated maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall
be determined); and |
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any
other specific terms of the debt securities, including any
modifications to the events of default under the debt securities
and any other terms which may be required by or advisable under
applicable laws or regulations. |
Unless otherwise specified in the applicable prospectus supplement,
the debt securities will not be listed on any securities exchange.
Holders of the debt securities may present registered debt
securities for exchange or transfer in the manner described in the
applicable prospectus supplement. Except as limited by the
applicable Indenture, we will provide these services without
charge, other than any tax or other governmental charge payable in
connection with the exchange or transfer.
Debt securities may bear interest at a fixed rate or a variable
rate as specified in the prospectus supplement. In addition, if
specified in the prospectus supplement, we may sell debt securities
bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate, or at a discount
below their stated principal amount. We will describe in the
applicable prospectus supplement any special federal income tax
considerations applicable to these discounted debt securities.
We may issue debt securities with the principal amount payable on
any principal payment date, or the amount of interest payable on
any interest payment date, to be determined by referring to one or
more currency exchange rates, commodity prices, equity indices or
other factors. Holders of such debt securities may receive a
principal amount on any principal payment date, or interest
payments on any interest payment date, that are greater or less
than the amount of principal or interest otherwise payable on such
dates, depending upon the value on such dates of applicable
currency, commodity, equity index or other factors. The applicable
prospectus supplement will contain information as to how we will
determine the amount of principal or interest payable on any date,
as well as the currencies, commodities, equity indices or other
factors to which the amount payable on that date relates and
certain additional tax considerations.
Warrants
We may issue warrants for the purchase of our common stock,
preferred stock or debt securities or any combination thereof.
Warrants may be issued independently or together with our common
stock, preferred stock or debt securities and may be attached to or
separate from any offered securities. To the extent warrants that
we issue are to be publicly-traded, each series of such warrants
will be issued under a separate warrant agreement to be entered
into between us and a bank or trust company, as warrant agent. The
warrant agent will act solely as our agent in connection with such
warrants. The warrant agent will not have any obligation or
relationship of agency or trust for or with any holders or
beneficial owners of warrants.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from a
current report on Form 8-K that we file with the SEC, forms of the
warrant and warrant agreement, if any. The prospectus supplement
relating to any warrants that we may offer will contain the
specific terms of the warrants and a description of the material
provisions of the applicable warrant agreement, if any. These terms
may include the following:
| |
● |
the
title of the warrants; |
| |
|
|
| |
● |
the
price or prices at which the warrants will be issued; |
| |
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|
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● |
the
designation, amount and terms of the securities or other rights for
which the warrants are exercisable; |
| |
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|
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● |
the
designation and terms of the other securities, if any, with which
the warrants are to be issued and the number of warrants issued
with each other security; |
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|
| |
● |
the
aggregate number of warrants; |
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|
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● |
any
provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of
the warrants; |
| |
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|
| |
● |
the
price or prices at which the securities or other rights purchasable
upon exercise of the warrants may be purchased; |
| |
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|
| |
● |
if
applicable, the date on and after which the warrants and the
securities or other rights purchasable upon exercise of the
warrants will be separately transferable; |
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|
|
| |
● |
a
discussion of any material U.S. federal income tax considerations
applicable to the exercise of the warrants; |
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|
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● |
the
date on which the right to exercise the warrants will commence, and
the date on which the right will expire; |
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● |
the
maximum or minimum number of warrants that may be exercised at any
time; |
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● |
information
with respect to book-entry procedures, if any; and |
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● |
any
other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the
warrants. |
Exercise of Warrants. Each warrant will entitle the
holder of warrants to purchase the amount of securities or other
rights, at the exercise price stated or determinable in the
prospectus supplement for the warrants. Warrants may be exercised
at any time up to the close of business on the expiration date
shown in the applicable prospectus supplement, unless otherwise
specified in such prospectus supplement. After the close of
business on the expiration date, if applicable, unexercised
warrants will become void. Warrants may be exercised in the manner
described in the applicable prospectus supplement. When the warrant
holder makes the payment and properly completes and signs the
warrant certificate at the corporate trust office of the warrant
agent, if any, or any other office indicated in the prospectus
supplement, we will, as soon as possible, forward the securities or
other rights that the warrant holder has purchased. If the warrant
holder exercises less than all of the warrants represented by the
warrant certificate, we will issue a new warrant certificate for
the remaining warrants.
Rights
We may issue rights to purchase our securities. The rights may or
may not be transferable by the persons purchasing or receiving the
rights. In connection with any rights offering, we may enter into a
standby underwriting or other arrangement with one or more
underwriters or other persons pursuant to which such underwriters
or other persons would purchase any offered securities remaining
unsubscribed for after such rights offering. Each series of rights
will be issued under a separate rights agent agreement to be
entered into between us and one or more banks, trust companies or
other financial institutions, as rights agent, which we will name
in the applicable prospectus supplement. The rights agent will act
solely as our agent in connection with the rights and will not
assume any obligation or relationship of agency or trust for or
with any holders of rights certificates or beneficial owners of
rights.
The prospectus supplement relating to any rights that we offer will
include specific terms relating to the offering, including, among
other matters:
| |
● |
the
date of determining the security holders entitled to the rights
distribution; |
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|
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● |
the
aggregate number of rights issued and the aggregate amount of
securities purchasable upon exercise of the rights; |
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|
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● |
the
exercise price; |
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|
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● |
the
conditions to completion of the rights offering; |
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|
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● |
the
date on which the right to exercise the rights will commence and
the date on which the rights will expire; and |
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● |
any
applicable federal income tax considerations. |
Each right would entitle the holder of the rights to purchase for
cash the principal amount of securities at the exercise price set
forth in the applicable prospectus supplement. Rights may be
exercised at any time up to the close of business on the expiration
date for the rights provided in the applicable prospectus
supplement. After the close of business on the expiration date, all
unexercised rights will become void.
If less than all of the rights issued in any rights offering are
exercised, we may offer any unsubscribed securities directly to
persons other than our security holders, to or through agents,
underwriters or dealers or through a combination of such methods,
including pursuant to standby arrangements, as described in the
applicable prospectus supplement.
Units
We may issue units consisting of any combination of the other types
of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we
may issue under a separate agreement. We may enter into unit
agreements with a unit agent. Each unit agent, if any, may be a
bank or trust company that we select. We will indicate the name and
address of the unit agent, if any, in the applicable prospectus
supplement relating to a particular series of units. Specific unit
agreements, if any, will contain additional important terms and
provisions. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate
by reference from a current report that we file with the SEC, the
form of unit and the form of each unit agreement, if any, relating
to units offered under this prospectus.
If we offer any units, certain terms of that series of units will
be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable
| |
● |
the
title of the series of units; |
| |
|
|
| |
● |
identification
and description of the separate constituent securities comprising
the units; |
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|
|
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● |
the
price or prices at which the units will be issued; |
| |
● |
the
date, if any, on and after which the constituent securities
comprising the units will be separately transferable; |
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|
|
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● |
a
discussion of certain United States federal income tax
considerations applicable to the units; and |
| |
|
|
| |
● |
any
other material terms of the units and their constituent
securities. |
Transfer Agent and Registrar
Continental Stock Transfer & Trust Company is the transfer
agent and registrar for our common stock.
Listing
Our common stock is quoted on The NASDAQ Capital Market under the
trading symbol “INSE.”
PLAN OF
DISTRIBUTION
We may sell the securities from time to time pursuant to
underwritten public offerings, direct sales to the public,
negotiated transactions, block trades or a combination of these
methods. We may sell the securities to or through underwriters or
dealers, through agents, or directly to one or more purchasers. We
may distribute securities from time to time in one or more
transactions:
| |
● |
at a
fixed price or prices, which may be changed; |
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|
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● |
at
market prices prevailing at the time of sale; |
| |
|
|
| |
● |
at
prices related to such prevailing market prices; or |
| |
|
|
| |
● |
at
negotiated prices. |
A prospectus supplement or supplements will describe the terms of
the offering of the securities, including, to the extent
applicable:
| |
● |
the
terms of the offering; |
| |
|
|
| |
● |
the
name or names of the underwriters, if any; |
| |
|
|
| |
● |
the
purchase price of the securities or other consideration therefor,
and the proceeds, if any, we will receive from the
sale; |
| |
|
|
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● |
any
over-allotment options under which underwriters may purchase
additional securities from us; |
| |
|
|
| |
● |
any
agency fees or underwriting discounts and other items constituting
agents’ or underwriters’ compensation; |
| |
|
|
| |
● |
any
public offering price; |
| |
|
|
| |
● |
any
discounts or concessions allowed or re-allowed or paid to dealers;
and |
| |
|
|
| |
● |
any
securities exchange or market on which the securities may be
listed. |
Only underwriters named in the prospectus supplement will be
underwriters of the securities offered by the prospectus
supplement.
If underwriters are used in the sale, they will acquire the
securities for their own account and may resell the securities from
time to time in one or more transactions at a fixed public offering
price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be
subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions,
the underwriters will be obligated to purchase all of the
securities offered by the prospectus supplement, other than
securities covered by any over-allotment option. Any public
offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may change from time to time. We may
use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement, naming the underwriter, the
nature of any such relationship.
We may sell securities directly or through agents we designate from
time to time. We will name any agent involved in the offering and
sale of securities, and we will describe any commissions we will
pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by
certain types of institutional investors to purchase securities
from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. We will
describe the conditions to these contracts and the commissions we
must pay for solicitation of these contracts in the prospectus
supplement.
We may also make sales through the Internet or through other
electronic means. Since we may from time to time elect to offer
securities directly to the public, with or without the involvement
of agents, underwriters or dealers, utilizing the Internet or other
forms of electronic bidding or ordering systems for the pricing and
allocation of such securities, you will want to pay particular
attention to the description of that system we will provide in a
prospectus supplement.
Such electronic system may allow bidders to directly participate,
through electronic access to an auction site, by submitting
conditional offers to buy that are subject to acceptance by us, and
which may directly affect the price or other terms and conditions
at which such securities are sold. These bidding or ordering
systems may present to each bidder, on a so-called “real-time”
basis, relevant information to assist in making a bid, such as the
clearing spread at which the offering would be sold, based on the
bids submitted, and whether a bidder’s individual bids would be
accepted, prorated or rejected. For example, in the case of debt
security, the clearing spread could be indicated as a number of
“basis points” above an index treasury note. Of course, many
pricing methods can and may also be used.
Upon completion of such an electronic auction process, securities
will be allocated based on prices bid, terms of bid or other
factors. The final offering price at which securities would be sold
and the allocation of securities among bidders would be based in
whole or in part on the results of the Internet or other electronic
bidding process or auction.
We may provide agents and underwriters with indemnification against
civil liabilities, including liabilities under the Securities Act
or contribution with respect to payments that the agents or
underwriters may make with respect to these liabilities. Agents and
underwriters may engage in transactions with, or perform services
for, us in the ordinary course of business.
All securities we may offer, other than common stock, will be new
issues of securities with no established trading market. Any
underwriters may make a market in these securities, but will not be
obligated to do so and may discontinue any market making at any
time without notice. We cannot guarantee the liquidity of the
trading markets for any securities.
Any underwriter may engage in over-allotment, stabilizing
transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act.
Over-allotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do
not exceed a specified maximum price. Syndicate-covering or other
short-covering transactions involve purchases of the securities,
either through exercise of the over-allotment option or in the open
market after the distribution is completed, to cover short
positions. Penalty bids permit the underwriters to reclaim a
selling concession from a dealer when the securities originally
sold by the dealer are purchased in a stabilizing or covering
transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise
be. If commenced, the underwriters may discontinue any of the
activities at any time.
Any underwriters or agents that are qualified market makers on The
NASDAQ Global Select Market may engage in passive market making
transactions in the common stock on The NASDAQ Global Select Market
in accordance with Regulation M under the Exchange Act, during
the business day prior to the pricing of the offering, before the
commencement of offers or sales of our common stock. Passive market
makers must comply with applicable volume and price limitations and
must be identified as passive market makers. In general, a passive
market maker must display its bid at a price not in excess of the
highest independent bid for such security; if all independent bids
are lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain
purchase limits are exceeded. Passive market making may stabilize
the market price of the securities at a level above that which
might otherwise prevail in the open market and, if commenced, may
be discontinued at any time.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement,
the validity of the securities offered by this prospectus, and any
supplement thereto, will be passed upon for us by Ellenoff
Grossman & Schole LLP, New York, NY. The legality of the
securities for any underwriters, dealers or agents will be passed
upon by counsel as may be specified in the applicable prospectus
supplement.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended
December 31, 2019 has been so incorporated in reliance on the
report of Marcum LLP, an independent registered public accounting
firm, given on the authority of said firm as expert in auditing and
accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed a registration statement with the Securities and
Exchange Commission under the Securities Act with respect to the
shares of our common stock offered by this prospectus. This
prospectus is part of that registration statement and does not
contain all the information included in the registration
statement.
For further information with respect to our common stock and us,
you should refer to the registration statement, its exhibits and
the material incorporated by reference therein. Portions of the
exhibits have been omitted as permitted by the rules and
regulations of the Securities and Exchange Commission. Statements
made in this prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily
complete. In each instance, we refer you to the copy of the
contracts or other documents filed as an exhibit to the
registration statement, and these statements are hereby qualified
in their entirety by reference to the contract or document. The
registration statement may be obtained from the web site that the
Securities and Exchange Commission maintains at http://www.sec.gov.
We file annual, quarterly and current reports and other information
with the Securities and Exchange Commission.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
We are “incorporating by reference” certain documents we file with
the SEC, which means that we can disclose important information to
you by referring you to those documents. The information in the
documents incorporated by reference is considered to be part of
this prospectus supplement. Statements contained in documents that
we file with the SEC and that are incorporated by reference in this
prospectus supplement will automatically update and supersede
information contained in this prospectus supplement, including
information in previously filed documents or reports that have been
incorporated by reference in this prospectus supplement, to the
extent the new information differs from or is inconsistent with the
old information. We have filed or may file the following documents
with the SEC and they are incorporated herein by reference as of
their respective dates of filing:
| |
● |
our Annual Report on
Form 10-K for the year ended December 31, 2019, as filed with
the SEC on March 30, 2020; |
| |
|
|
| |
● |
our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020, as filed with
the SEC on May 15, 2020; |
| |
● |
our
Quarterly Report on
Form 10-Q for the quarter ended June 30, 2020, as filed with
the SEC on August 13, 2020; |
| |
|
|
| |
● |
Our
Quarterly Report on
Form 10-Q for the quarter ended September 30, 2020, as filed
with the SEC on November 12, 2020; |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K and/or their amendments as filed with
the SEC on
February 5, 2020,
February 6, 2020,
February 19, 2020,
April 7, 2020,
May 13, 2020,
June 16, 2020,
June 25, 2020,
August 13, 2020,
August 14, 2020,
October 13, 2020, and
December 23, 2020; and |
| |
|
|
| |
● |
the
description of our Capital Stock set forth as an exhibit to our
Annual Report on
Form 10-K for the year ended December 31, 2019, as filed with
the SEC on March 30, 2020, and as it may be further amended from
time to time. |
In addition, all documents filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and
before the termination or completion of this offering of our
securities shall be deemed to be incorporated by reference in this
prospectus and to be a part of it from the filing dates of such
documents, except in each case for information contained in any
such filing where we indicate that such information is being
furnished and is not to be considered “filed” under the Securities
Exchange Act of 1934, as amended.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed
modified, superseded or replaced for purposes of this prospectus to
the extent that a statement contained in this prospectus, or in any
subsequently filed document that also is deemed to be incorporated
by reference in this prospectus, modifies, supersedes or replaces
such statement. Any statement so modified, superseded or replaced
shall not be deemed, except as so modified, superseded or replaced,
to constitute a part of this prospectus. None of the information
that we disclose under Items 2.02 or 7.01 of any Current Report on
Form 8-K or any corresponding information, either furnished under
Item 9.01 or included as an exhibit thereto, that we may from time
to time furnish to the SEC will be incorporated by reference into,
or otherwise included in, this prospectus, except as otherwise
expressly set forth in the relevant document. Subject to the
foregoing, all information appearing in this prospectus is
qualified in its entirety by the information appearing in the
documents incorporated by reference.
Documents incorporated by reference are available from us without
charge, excluding all exhibits unless we have specifically
incorporated by reference the exhibit in this prospectus. You may
obtain documents incorporated by reference in this prospectus by
requesting them in writing or by telephone from:
Inspired Entertainment, Inc.
250 West 57th Street, Suite 415
New York, New York 10107
Attention: Corporate Secretary
(646) 565-3861
INSPIRED ENTERTAINMENT, INC.
$300,000,000
|
Common Stock |
|
Preferred Stock |
|
Debt Securities |
|
Warrants |
|
Rights |
|
Units |
Prospectus
, 2021
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution
The following table sets forth an estimate of the fees and
expenses, other than the underwriting discounts and commissions,
payable by the Registrant in connection with the issuance and
distribution of the securities being registered. All the amounts
shown are estimates, except for the SEC registration fee.
| |
|
Amount |
|
| SEC registration fee |
|
$ |
32,730 |
|
| Fees and expenses of the trustee |
|
$ |
(1 |
) |
| Printing expenses |
|
$ |
(1 |
) |
| Legal fees and expenses |
|
$ |
(1 |
) |
| Accounting fees and expenses |
|
$ |
(1 |
) |
| Transfer agent fees and expenses |
|
$ |
(1 |
) |
| Miscellaneous |
|
$ |
(1 |
) |
| Total |
|
$ |
(1 |
) |
|
(1) |
These
fees are calculated based on the securities offered and the number
of issuance and accordingly cannot be estimated at this
time. |
Item 15. Indemnification of Directors and Officers
Our certificate of incorporation and bylaws provide for
indemnification of directors and officers to the maximum extent
permitted under the DGCL. Section 145 of the DGCL, as amended,
authorizes us to indemnify any director or officer under certain
prescribed circumstances and subject to certain limitations against
certain costs and expenses, including attorney’s fees actually and
reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, to which a person is a party by reason of being one
of our directors or officers if it is determined that such person
acted in accordance with the applicable standard of conduct set
forth in such statutory provisions. Our certificate contains
provisions relating to the indemnification of director and officers
and our by-laws extend such indemnities to the full extent
permitted by Delaware law. We have entered into indemnification
agreements with each of our directors and executive officers
pursuant to which the directors and executive officers are
indemnified by the Company to the fullest extent permitted under
Delaware law and we have purchased directors’ and officers’
liability insurance.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise,
we have been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Item 16. Exhibits
The following exhibits are filed with this Registration
statement.
Exhibit
Number |
|
Description of Document |
| |
|
|
|
1.1 |
|
Form of Underwriting
Agreement** |
| 3.1(a) |
|
Second Amended and Restated Certificate of Incorporation of
Inspired Entertainment, Inc., incorporated herein by reference to
Exhibit 3.1 to the Current Report on Form 8-K of the Company, filed
with the SEC on December 30, 2016. |
| 3.1(b) |
|
Certificate of Elimination of Series A Junior Participating
Preferred Stock, dated August 13, 2020, incorporated herein by
reference to Exhibit 3.1 of the Current Report on Form 8-K of the
Company, filed with the SEC on August 14, 2020. |
| 3.2 |
|
Amended and Restated Bylaws of Inspired Entertainment, Inc.,
incorporated herein by reference to Exhibit 3.1 to the Current
Report on Form 8-K Company, filed with the SEC on November 11,
2019. |
| 4.1 |
|
Form of Indenture*** |
| 4.2 |
|
Form of Debt Securities** |
| 4.3 |
|
Form of Warrant Agreement and Form of
Warrant Certificate** |
| 4.4 |
|
Form of Preferred Stock Certificate
and Form of Certificate of Designation of Preferred Stock** |
| 4.5 |
|
Form of Unit Agreement and Form of
Unit Certificate** |
| 4.6 |
|
Form of Rights Agreement and Form of
Rights Certificate** |
| 5.1 |
|
Opinion of Ellenoff Grossman & Schole LLP*** |
| 23.1 |
|
Consent of Marcum LLP* |
| 23.2 |
|
Consent of Ellenoff Grossman & Schole LLP (included in Exhibit
5.1) |
| 24.1 |
|
Power of Attorney (included in Part II of this Registration
Statement)*** |
| 25.1 |
|
Statement of Eligibility of Trustee on
Form T-1**+ |
| * |
Filed
herewith. |
| ** |
If
applicable, to be filed by an amendment or as an exhibit to a
report pursuant to section 13(a) or section 15(d) of the Exchange
Act and incorporated by reference. |
| + |
To be
filed pursuant to Rule 305(b)(2) of the Trust Indenture
Act. |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that the undertakings set forth in
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply
if the registration statement is on Form S-3 or Form F-3 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act that are incorporated
by reference in the registration statements or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is a part of
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included
in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(6) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act that
is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, and will be
governed by the final adjudication of such issue.
(j) If and when applicable, the undersigned registrant hereby
undertakes to file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules
and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New
York, New York, on February 12, 2021.
| |
INSPIRED
ENTERTAINMENT, INC. |
| |
|
|
| |
By: |
/s/ A. Lorne
Weil |
| |
Name: |
A. Lorne
Weil |
| |
Title: |
Executive
Chairman |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons on behalf of the Registrant in the capacities and
on the dates indicated.
|
Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/ A. Lorne Weil |
|
Executive Chairman
(Principal Executive Officer) |
|
February 12, 2021 |
| A. Lorne Weil |
|
|
|
| |
|
|
|
|
|
/s/ Stewart F.B. Baker* |
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
February 12, 2021 |
| Stewart F.B. Baker |
|
|
|
| |
|
|
|
|
|
/s/ Michael R. Chambrello* |
|
Director |
|
February 12, 2021 |
| Michael R. Chambrello |
|
|
|
|
| |
|
|
|
|
|
/s/ Ira H. Raphaelson* |
|
Director |
|
February 12, 2021 |
| Ira H. Raphaelson |
|
|
|
|
| |
|
|
|
|
|
/s/ Desirée G. Rogers* |
|
Director |
|
February 12, 2021 |
| Desirée G. Rogers |
|
|
|
|
| |
|
|
|
|
|
/s/ Steven M. Saferin* |
|
Director |
|
February 12, 2021 |
| Steven M. Saferin |
|
|
|
|
| |
|
|
|
|
|
/s/ John M. Vandemore* |
|
Director |
|
February 12, 2021 |
| John M. Vandemore |
|
|
|
|
|
* |
By A. Lorne Weil, pursuant to Power
of Attorney |
II-5
