Current Report Filing (8-k)
June 01 2021 - 4:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 1, 2021 (May 25, 2021)
INSPIRED
ENTERTAINMENT, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
|
001-36689
(Commission
File
Number)
|
|
47-1025534
(IRS
Employer
Identification No.)
|
250
West 57th Street, Suite 415, New York, New York 10107
(Address
of principal executive offices) (Zip Code)
|
Registrant’s
telephone number, including area code: (646) 565-3861
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
stock, par value $0.0001 per share
|
|
INSE
|
|
The
NASDAQ Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
On
May 25, 2021, Inspired Entertainment, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Landgame S.à r.l. (“Landgame”), The Landgame Trust (the “Selling Stockholder”),
and B. Riley Securities, Inc., Macquarie Capital (USA) Inc., Craig-Hallum Capital Group LLC, Roth Capital Partners, LLC, and
Union Gaming Securities, LLC (collectively, the “Underwriters”), in connection with the offer and sale by the Selling Stockholder
of 5,406,633 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), at a price of $9.25 per share in an underwritten public offering.
Pursuant
to the terms of the Underwriting Agreement, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional
810,995 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”)
on the terms and conditions set out in the Underwriting Agreement. On May 26, 2021, the Underwriters exercised their option to purchase
the Option Shares in full.
The
sale of the Shares pursuant to the Underwriting Agreement was completed on June 1, 2021.
The Company did not offer or sell any shares in the offering and did not receive any proceeds from
the sale of the Shares.
The
offer and sale of the Shares was made pursuant to the Company’s effective shelf registration statements (including the amendments
thereto) on Form S-3 (File Nos. 333-256175 and 333-217215), the prospectus dated May 24, 2021, and a related prospectus supplement dated
May 26, 2021, each of which is on file with the Securities and Exchange Commission.
The
Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition,
each of the Company and Landgame has agreed in the Underwriting Agreement to indemnify the Underwriters against certain liabilities on
customary terms. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein
by reference.
A
copy of the opinion of Sidley Austin LLP relating to the validity of the Common Stock is filed with this Current Report on Form 8-K as
Exhibit 5.1.
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit
Number
|
|
Description
|
|
|
|
1.1
|
|
Underwriting
Agreement, dated as of May 25, 2021, by and among the Inspired Entertainment, Inc., Landgame S.à r.l., The Landgame Trust
and B. Riley Securities, Inc., Macquarie Capital (USA) Inc., Craig-Hallum Capital Group LLC, Roth Capital Partners, LLC, and Union
Gaming Securities, LLC.
|
|
|
|
5.1
|
|
Opinion of Sidley Austin LLP
|
|
|
|
23.1
|
|
Consent of Sidley Austin LLP (included in Exhibit 5.1)
|
|
|
|
99.1
|
|
Press Release issued by Inspired Entertainment, Inc. on May 25, 2021
|
|
|
|
99.2
|
|
Press Release issued by Inspired Entertainment, Inc. on May 26, 2021
|
|
|
|
99.3
|
|
Press Release issued by Inspired Entertainment, Inc. on June 1, 2021
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 1, 2021
|
INSPIRED
ENTERTAINMENT, INC.
|
|
By:
|
/s/
A. Lorne Weil
|
|
Name:
|
A.
Lorne Weil
|
|
Title:
|
Executive
Chairman
|
Inspired Entertainment (NASDAQ:INSE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Inspired Entertainment (NASDAQ:INSE)
Historical Stock Chart
From Apr 2023 to Apr 2024