Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): January 29, 2025

 

Inspired Entertainment, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-36689		47-1025534
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

250 West 57th Street, Suite 415 New York, New York		10107
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

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

 

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

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Emerging growth company ☐

 

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

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 29, 2025, Inspired Entertainment, Inc. (the “Company”) entered into addendums to the employment agreements between the Company and each of A. Lorne Weil, the Company’s Executive Chairman, and Brooks H. Pierce, the Company’s Chief Executive Officer. The addendums have an effective date of January 1, 2025.

 

Mr. Weil’s addendum extends his term of employment to December 31, 2028, increases his base salary rate to $900,000 and increases his annual target bonus opportunity to 130% of his base salary. Mr. Weil’s sign-on equity grants that have price target vesting conditions will remain eligible for vesting during his extended term of employment.

 

Mr. Pierce’s addendum extends his term of employment to December 31, 2027, increases his base salary rate of $650,000 and increases his annual target bonus opportunity to 120% of his base salary.

 

All other material terms and conditions of the employment agreements between the Company and Messrs. Weil and Pierce, as previously disclosed and described, shall remain in effect for the duration of the extended terms. The foregoing descriptions of the employment agreement addendums are not complete and are qualified in their entirety by reference to the full text of the employment agreement addendums, which are filed as Exhibits 10.1 and 10.2 to this Current Report.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Addendum, effective January 1, 2025, to the Employment Agreement dated October 9, 2020, as amended, by and between Inspired Entertainment, Inc. and A. Lorne Weil.
10.2		Addendum, effective January 1, 2025, to the Employment Agreement dated February 17, 2020, as amended, by and between Inspired Entertainment, Inc. and Brooks H. Pierce.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

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

 

February 4, 2025	Inspired Entertainment, Inc.
	By:	/s/ Simona Camilleri
	Name:	Simona Camilleri
	Title:	General Counsel

 

 

 

Exhibit 10.1

 

THIS THIRD ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Third Addendum”) is entered into on January 29^th, 2025, by and between Inspired Entertainment Inc. (“Inspired” or the “Company”) and A. LORNE WEIL (“Executive”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Employment Agreement (as defined below)

 

WHEREAS the Company entered a contract with the Executive on October 9, 2020, as clarified on April 12, 2021, and amended effective June 21, 2021, and January 12, 2023 (the “Employment Agreement”);

 

WHEREAS the Parties mutually agree to extend the Contract Termination Date (as defined under Section 2 of the Employment Agreement) and amend certain terms of the Employment Agreement, subject to the terms and conditions set forth below.

 

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and consideration provided, the Parties, intending to be legally bound, agreed that effective as of January 1, 2025, the following modifications shall be made to the Employment Agreement:

 

	1.	Section 2 (Commencement and Term) shall be amended by changing “December 31, 2027” to “December 31, 2028” as the Contract Termination Date.
	2.	Section 5a (Base Salary) shall be amended by substituting “nine hundred and fifty thousand U.S dollars (US$950,000) per year” for eight hundred thousand U.S. dollars (US$800,000) per year.”
	3.	Section 5b (Short-term incentive (Bonus)) shall be amended by substituting 120% for 130%.
	4.	In Section 6a2iv, reference to December 31, 2027, shall be replaced with December 31, 2028.
	5.	Section 6(b) (Conditions Relating to Death and Change in Control with Respect to the Special Long-Term Grant) shall be amended such that all references to “December 31, 2027” shall be replaced with “December 31, 2028” such that the terms set forth in subsections (i) and (ii) hereof apply in the event of either a termination of employment due to death or a Change in Control on or before December 31, 2028.
	6.	In Section 6(d) all references to December 31, 2027, shall be replaced by December 31, 2028.

 

All other terms of the Employment Agreement shall remain in full force and effect without further amendment.

 

[Remainder of page intentionally blank]

 

1

 

 

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.

 

INSPIRED ENTERTAINMENT, INC.
By:	/s/ Simona Camilleri
Name:	Simona Camilleri
Title:	General Counsel
Date:	January 29th, 2025
EXECUTIVE
	/s/ A. Lorne Weil
	A. Lorne Weil
Date:	January 29th, 2025

 

2

 

 

Exhibit 10.2

 

THIS THIRD ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Third Addendum”) is entered into on January 29^th, 2025, by and between Inspired Entertainment Inc. (“Inspired” or “the Company”) and BROOKS H. PIERCE (“Executive”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Employment Agreement (as defined below)

 

WHEREAS the Company entered a contract with the Executive on February 17, 2020, as amended effective July 21, 2021, and January 13, 2023 (“the Employment Agreement”); and

 

WHEREAS the Company wishes to extend the term of the Employment Agreement and amend certain of its terms.

 

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and consideration provided, the Parties, intending to be legally bound, agreed that effective as of January 1, 2025, the following modifications to the Employment Agreement are made:

 

	1.	Section 2 (Commencement and Term) shall be amended by deleting the first sentence and replacing it with the following:
		“The Executive’s employment with the Company under this Agreement shall (subject to the Sections 2a & b below, 6, and 14 hereof) terminate on December 31, 2027 (the “Contract Termination Date”).”
	2.	Section 5a Remuneration shall be amended by substituting “six hundred and fifty thousand U.S. dollars (US$650,000) per year” for “five hundred and eighty-five thousand U.S. dollars (US$585,000) per year.”
	3.	Section 5b REMUNERATION shall be amended such that the Target Bonus shall be increased from one hundred and ten percent (110%) to one hundred and twenty percent (120%) of the Executive’s annual Salary.

 

All other terms of the Employment Agreement shall remain in full force and effect and without further amendment.

 

[Remainder of page intentionally blank]

 

1

 

 

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.

 

INSPIRED ENTERTAINMENT, INC.
By:	/s/ Simona Camilleri
Name:	Simona Camilleri
Title:	General Counsel
Date:	January 29th, 2025
EXECUTIVE
	/s/ Brooks H. Pierce
	Brooks H. Pierce
Date:	January 29th, 2025

 

2

 

Cover	Jan. 29, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 29, 2025
Entity File Number	001-36689
Entity Registrant Name	Inspired Entertainment, Inc.
Entity Central Index Key	0001615063
Entity Tax Identification Number	47-1025534
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West 57th Street
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10107
City Area Code	(646)
Local Phone Number	565-3861
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	INSE
Security Exchange Name	NASDAQ

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