Current Report Filing (8-k)
June 16 2020 - 5:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 16, 2020
INSPIRED
ENTERTAINMENT, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36689
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47-1025534
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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250
West 57th Street, Suite 415
New
York, New York
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10107
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(Address of principal
executive offices)
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(Zip Code)
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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 to the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class registered
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common stock, par value $0.0001
per share
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INSE
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The
NASDAQ Stock Market LLC
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Preferred Stock
Purchase Rights
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The
NASDAQ Stock Market LLC
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Item
1.01. Entry into a Material Definitive Agreement.
On June 15, 2020, Inspired Entertainment,
Inc., a Delaware corporation (“Inspired”) and Lucid Agency Services Limited, as agent under the Senior Facilities Agreement,
dated as of September 27, 2019 (the “SFA”), entered into a letter agreement (the “June Agreement”), which,
with certain exceptions, extends the Extended Grace Period (as defined in the Extended Grace Period Letter Agreement dated April
6, 2020 (the “April Agreement”)) to the earlier of 5:00 p.m. (London time) on June 22, 2020 and the date on which certain
amendments to the SFA become effective.
Among other things, the June Agreement
contemplates a restatement of the SFA to reflect terms that differ from those reflected in the term sheet attached to the April
Agreement, and the restatement of the SFA contemplated by the June Agreement is not conditioned upon Inspired’s receipt of
proceeds from the sale or issuance of equity and/or subordinated indebtedness (or a commitment to issue equity for cash proceeds)
in an aggregate amount of at least GBP £30,000,000 (or its equivalent in other currencies).
The foregoing description of the
June Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the June Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
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 16, 2020
INSPIRED
ENTERTAINMENT, INC.
By
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/s/
A. Lorne Weil
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Name: A. Lorne Weil
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Title: Executive Chairman
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