Item 9A. Controls and Procedures
Item
9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
Disclosure controls and procedures are designed to
ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under
the Exchange Act is accumulated and communicated to management, including our Executive Chairman and our Chief Financial Officer (together,
the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required
disclosure. Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act. Based on this evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures
at December 31, 2023 were not effective, due to the material weaknesses described below.
In light
of these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial statements were prepared
in accordance with U.S. generally accepted accounting principles.
Management’s Report on Internal Control Over
Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 (“SOX”)
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Insofar as the Company is subject to Section 404(b) of SOX, this Annual
Report on Form 10-K includes an opinion by our external auditors on the effectiveness of our internal control over financial reporting
at December 31, 2023 in addition to management’s assessment of the effectiveness of internal control over financial reporting under
the requirements of Section 404(a) of SOX. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in
accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;
(2) provide reasonable assurance that transactions
are recorded as necessary to permit the preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors; and
(3)
provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets
that could have a material effect on the consolidated financial statements.
Management has assessed the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2023 based on the criteria set forth in 2013 by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on that assessment, our internal control over
financial reporting at December 31, 2023 was not effective, based upon the material weaknesses discussed below.
A material
weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and
corrected on a timely basis.
65
Identified Material Weaknesses and Remediation
Risk Assessment and Controls Design and Accounting
Competency
The
Company has identified areas of material weakness in internal controls over financial reporting relating to an ineffective risk
assessment and appropriate design of controls process (the “Risk Assessment and Controls Design Material Weakness”) as
well as inadequate monitoring controls (the “Monitoring Controls Material Weakness”). Namely, the Company had not
established an effective control environment due to not effectively identifying risks in the process and then had an ineffective
design and implementation of certain process controls including but not limiting the following areas: (i) Preparation, review and
approval of account analyses, summaries and reconciliations; (ii) documenting accounting policies and design procedures and controls
to ensure compliance with Company accounting policies and US GAAP; (iii) review and approval of journal entries; (iv) accuracy of
information input into and output from the financial reporting and accounting systems; (v) accuracy and completeness of the
financial statement disclosures and presentations in accordance with GAAP. . The Company also did not maintain an effective program
for monitoring the design and operational effectiveness of internal controls over the financial close and reporting process
including identification, evaluation, and timely remediation of control deficiencies over financial reporting deficiencies
throughout interim and annual financial periods. The above deficiencies represented material weaknesses in the Company’s
internal control over financial reporting as there was a reasonable possibility that a material misstatement with respect to certain
of the Company’s significant accounts and disclosures would not be prevented or detected. Additionally, the Company has
identified a material weakness in Accounting and Reporting Competencies. These controls relate to the Company’s Finance
function including individuals with public accounting and reporting experience, along with competency and training on U.S. GAAP and
SEC reporting to ensure compliance with reporting requirements. These controls represent a material weakness as there is a
reasonable possibility that without the appropriate level of knowledge, a material misstatement with respect to certain of the
Company’s significant accounts or disclosures could not be prevented or detected.
Factors contributing to these material weaknesses
included the acquisition of Novomatic UK Gaming Technology in October, 2019, which approximately doubled the size of the Company. A new
Finance and Accounting team was formed based on the acquisition with decentralized locations, processes, and technology. SOX controls
and documentation were not reviewed and standardized across the departments in a timely manner following the acquisition. Additionally,
sufficient personnel with U.S. GAAP experience were not in place across the organization.
Management remediation for these material weaknesses
includes (1) effectiveness risk assessments along with development, enhancement and implementation of processes and controls in designated
areas to evaluate, record and report transactions according to U.S. GAAP with supporting controls. Risk and gap assessment has commenced
in all accounting areas to enhance 2024 SOX remediation program. (2) Documentation of U.S. GAAP accounting policies with corresponding
process flows and controls. New policy documentation covering critical areas has been developed and new corresponding flows and controls
will be documented as part of 2024 SOX remediation program. (3) Automation and monitoring of critical accounting transaction processing
and controls to facilitate compliance. Key changes in the financial ERP have commenced and implementation of new revenue and lease systems
is commencing. (4) Continued advisory support from outsourced technical accounting provider on significant and complex transactions and
introduction of new SOX provider to assist in implementation, (5) Recruitment in key accounting leadership roles of Chief Financial Officer
and Global Financial Controller, with U.S. GAAP experience and Director of Audit, SOX and Accounting Policy. Individuals in these roles
are in place with needed expertise (6) Training of accounting team in relevant U.S. GAAP areas (7) establishment of monitoring procedures
for identification of control deficiencies over financial reporting throughout interim and annual financial periods.
Segregation of Duties
Management has identified internal control deficiencies
due to IT program and data changes affecting the Company’s financial IT applications and underlying accounting records, not being
identified, tested, authorized, and implemented appropriately to validate that data produced by its relevant IT system(s) was complete
and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially
relevant systems were also determined to be ineffective, as a result of such deficiency and there was not appropriate segregation of duties
that would adequately restrict user and privileged access to the financially relevant systems and data to the appropriate Company personnel.
Management has concluded that these deficient controls could fail to prevent or detect a material misstatement and as such rise to a material
weakness in the aggregate.
Management is planning to continue remediating the
design of segregation of duties during 2024 by changing access levels, and reviewers, and updating policies. Despite this deficiency,
Management is not aware of any resulting financial statement misstatements and, additionally, management has undertaken a retrospective
analysis of 2023 transactions of individuals with such incompatibilities and our analysis indicates that none of the changes made was
incorrect or inappropriate.
With respect to all deficiencies identified above,
management has begun the remediation process, however the material weaknesses cannot be considered fully remediated until it is demonstrated
that the new or enhanced controls and other impacted or dependent controls have operated effectively for a sufficient period of time.
Changes in Internal Control Over Financial Reporting
Except for the changes noted above in connection
with the initiatives to remediate material weaknesses, there have been no other changes in our internal control over financial reporting
(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
66
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To
the Shareholders and Board of Directors of
Inspired
Entertainment, Inc. and Subsidiaries
Adverse
Opinion on Internal Control over Financial Reporting
We
have audited Inspired Entertainment, Inc. and Subsidiaries’ (the “Company”) internal control over financial reporting
as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses described in
the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal
control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
A
material weakness is a control deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented
or detected on a timely basis. The following material weaknesses have been identified and included in “Management’s Annual
Report on Internal Control Over Financial Reporting”:
●
The
Company’s change management and access controls were not designed and implemented effectively to ensure:
1)
IT
program and data changes affecting the Company’s financial IT applications and underlying accounting records are identified,
tested, authorized and implemented appropriately to validate that data produced by these IT applications were complete and accurate,
and
2)
appropriate
segregation of duties that would adequately restrict user and privileged access to the financially relevant applications and underlying
accounting records to the appropriate Company personnel.
Due
to the pervasive nature of these deficiencies, automated process-level, and manual controls that are dependent upon the information
derived from such financially relevant applications were also determined to be ineffective.
●
Business
process controls across all financial reporting and closing processes as well as controls relating to the application of accounting
policies and procedures were not effectively designed and implemented properly to address the risk of material misstatements, including
controls without proper segregation of duties between preparer and reviewer and key management review controls.
These
deficiencies represent material weaknesses in the Company’s internal control over financial reporting as there is a reasonable
possibility that a material misstatement with respect to the Company’s significant accounts and disclosures will not be prevented
or detected on a timely basis.
These
material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the December
31, 2023 consolidated financial statements, and this report does not affect our report on such financial statements.
We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s consolidated balance sheets as of December 31, 2023 and 2022 and the related consolidated
statements of operations and comprehensive (loss) income, stockholders’ deficit and cash flows for each of the three years in
the period ended December 31, 2023 and our report is dated April 15, 2024 on those financial statements.
67
Basis
for Opinion
The
Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying “ Management Annual Report
on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Definition
and Limitations of Internal Control over Financial Reporting
A
company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because
of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that degree of compliance with the policies or procedures may deteriorate.
Marcum
llp
New
York, NY
April
15, 2024
Item
9B. Other Information.
On April 12, 2024, the Company entered into a new employment agreement with Marilyn Jentzen, who was appointed to
the position of Interim Chief Financial Officer of the Company on December 20, 2023, which replaces her prior agreement with the Company
dated October 2, 2023. Under the agreement, Ms. Jentzen will be paid a salary of $17,500 per week effective April 8, 2024 for the remainder
of the term of her employment ending December 31, 2024. Ms. Jentzen is employed “at will” with a notice period of 30 days.
Ms. Jentzen will receive certain relocation-related support for her assignment in the Company’s U.K. offices, including a monthly supplement
of $3,600, as further described in the employment agreement which is included as Exhibit 10.19 to this Annual Report on Form 10-K.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
68
Part
iii
Item
10. Directors, Executive Officers and Corporate Governance.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2024 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 29, 2024, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Item
11. Executive Compensation.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2024 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 29, 2024, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2024 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 29, 2024, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2024 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 29, 2024, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Item
14. Principal Accountant Fees and Services.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2024 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 29, 2024, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Part
iv
Item
15. Exhibits and Financial Statement Schedules.
(a)
The
following documents are filed as part of this report:
(1)
Financial
Statements. The required consolidated financial statements and notes thereto are presented starting on page F-1 of this report.
(2)
Financial
Statement Schedules. All financial statement schedules are omitted because they are not applicable or the amounts are immaterial
and not required, or the required information is presented in the consolidated financial statements and notes thereto presented starting
on page F-1 of this report.
(3)
Exhibits
69
Exhibit
Number
Description
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
Second Amended and Restated Bylaws of Inspired Entertainment, Inc. (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).
4.1
Registration
Rights Agreement, dated October 24, 2014, between Hydra Industries Acquisition Corp. and certain security holders (incorporated herein
by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company, filed with the SEC on October 29, 2014).
4.2
Registration
Rights Agreement, dated December 23, 2016, by and among Hydra Industries Acquisition Corp. and the Vendors (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).
4.3
Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the SEC on March 31, 2022).
4.4
Indenture,
dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, as issuer, the Company, as a guarantor, the subsidiaries
of the Company named therein, as additional guarantors, GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited as security
agent and GLAS Trust Company LLC as paying agent, transfer agent and registrar (incorporated herein by reference to Exhibit 4.1 to
the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).
4.5
Form of 7.875% Senior Secured Notes due 2026 (included in Exhibit 4.4).
10.1
Super
Senior Revolving Credit Facilities Agreement, dated as of May 20, 2021, among the Company, Gaming Acquisition Limited, Inspired Entertainment
(Financing) PLC and Inspired Gaming (UK) Limited as original borrowers, the subsidiaries of the Company named therein as original
guarantors, Global Loan Agency Services Limited as agent, GLAS Trust Corporation Limited as security agent and Barclays Bank plc
and Macquarie Corporate Holdings Pty Limited (UK Branch) as arrangers and original lenders (incorporated herein by reference to Exhibit
10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).
70
Exhibit
Number
Description
10.2
Form
of Director and Officer Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of
the Company, filed with the SEC on December 30, 2016).
10.3
Stockholders
Agreement, dated December 23, 2016, by and among the Company, Hydra Industries Sponsor LLC, Macquarie Sponsor and the Vendors (incorporated
herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).
10.4#
Inspired Entertainment, Inc. 2016 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K of the Company for the year ended September 30, 2017, filed with the SEC on December 4, 2017).
10.5#
Inspired Entertainment, Inc. Second Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).
10.6#
Inspired Entertainment, Inc. 2018 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K of the Company for the year ended September 30, 2018, filed with the SEC on December 10, 2018).
10.7#
Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the SEC on March 31, 2022).
10.8#
Inspired Entertainment, Inc. 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).
10.9#
Forms of Grant Agreements for fiscal year 2023 under the Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan (Time-Based Form of Agreement and Performance-Based Form of Agreement) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2023, filed with the SEC on May 10, 2023).
10.10#*
Inspired Entertainment, Inc. 2023 Short-Term Incentive Bonus Plan.
10.11#
Employment Agreement, dated as of October 9, 2020, by and between Inspired Entertainment, Inc. and A. Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2020).
10.12#
Letter, dated April 21, 2021, from Inspired Entertainment, Inc. to A. Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2021, filed with the SEC on May 14, 2021).
10.13#
Addendum, effective June 21, 2021, to the Employment Agreement dated October 9, 2020 by and between Inspired Entertainment, Inc. and A. Lorne Weil (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the Company on June 24, 2021).
71
Exhibit
Number
Description
10.14#
Second Addendum, effective January 1, 2023, to the Employment Agreement dated October 9, 2020, as amended, by and between Inspired Entertainment, Inc. and A. Lorne Weil (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).
10.15#
Employment Agreement, dated February 17, 2020, between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2019, filed with the SEC on March 30, 2020).
10.16#
Letter Agreement, dated July 21, 2021, by and between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on July 23, 2021).
10.17#
Second Addendum, effective January 1, 2023, to the Employment Agreement dated February 17, 2020, as amended, by and between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).
10.18#
Performance-Based Grant Agreement, dated May 9, 2023, between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).
10.19#*
Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc. and Marilyn Jentzen.
10.20#
Employment Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp. and Daniel B. Silvers (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).
10.21#
Amendment, dated December 22, 2017, to the Employee Agreement, dated December 14, 2016, between Hydra Industries Acquisition Corp. and Daniel B. Silvers (incorporated herein by reference to Exhibit 10.13 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).
10.22#
Amendment effective January 31, 2020, to the Employment Agreement dated December 14, 2016 (as amended) by and between Inspired Entertainment, Inc. and Daniel B. Silvers (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company, filed with the SEC on February 6, 2020).
10.23#
Separation and Release Agreement, dated January 10, 2023, between Inspired Entertainment, Inc. and Daniel B. Silvers (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023).
10.24#
Grant Agreements (Time-Based Agreement and Performance-Based Agreement), dated February 14, 2023, between Inspired Entertainment, Inc. and Daniel B. Silvers (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2023, filed with the SEC on May 10, 2023).
10.25#
Employment
Agreement, dated August 3, 2021, by and between IG UK and Stewart F.B. Baker (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).
10.26#*
Letter of Resignation of Stewart F.B. Baker, dated December 19, 2023.
10.27#
Employment Agreement, dated August 3, 2021, by and between Inspired Gaming (UK) Limited and Carys Damon (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).
10.28#*
Amendment to Employment Agreement, dated March 13, 2024, by and between Inspired Gaming (UK) Limited and Carys Damon.
10.29#
Inspired Entertainment, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of the Company, filed with the SEC on July 14, 2017).
72
Exhibit
Number
Description
10.30#
Inspired Entertainment Sharesave Plan (U.K. Appendix) (adopted as a subplan to the Inspired Entertainment Employee Stock Purchase Plan) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on November 9, 2022).
10.31#
Non-Employee Director Compensation Policy (updated as of May 9, 2023) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).
21.1*
Subsidiaries of the Company.
23.1*
Consent of Marcum LLP.
31.1*
Section 302 Certification of Principal Executive Officer.
31.2*
Section 302 Certification of Principal Financial Officer.
32.1**
Section 906 Certification of Principal Executive Officer.
32.2**
Section 906 Certification of Principal Financial Officer.
97.1*
Inspired Entertainment, Inc. Clawback Policy.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Schema
101.CAL*
Inline
XBRL Taxonomy Calculation Linkbase
101.DEF*
Inline
XBRL Taxonomy Definition Linkbase
101.LAB*
Inline
XBRL Taxonomy Label Linkbase
101.PRE*
Inline
XBRL Taxonomy Presentation Linkbase
#
Indicates
management contract or compensatory plan.
*
Filed
herewith.
**
Furnished
herewith.
Item
16. Form 10-K Summary.
None.
73
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INSPIRED
ENTERTAINMENT, INC.
Date:
April 15, 2024
By:
/s/
A. Lorne Weil
A.
Lorne Weil
Executive
Chairman
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date:
April 15, 2024
/s/
A. Lorne Weil
A.
Lorne Weil, Executive Chairman
(Principal Executive Officer)
Date:
April 15, 2024
/s/
Marilyn Jentzen
Marilyn
Jentzen, Interim Chief Financial Officer
(Principal
Financial and Accounting Officer)
Date:
April 15, 2024
/s/
Michael R. Chambrello
Michael
R. Chambrello, Director
Date:
April 15, 2024
/s/
Ira H. Raphaelson
Ira
H. Raphaelson, Director
Date:
April 15, 2024
/s/
Desirée G. Rogers
Desirée
G. Rogers, Director
Date:
April 15, 2024
/s/
Steven M. Saferin
Steven
M. Saferin, Director
Date:
April 15, 2024
/s/
Katja Tautscher
Katja
Tautscher, Director
Date:
April 15, 2024
/s/
John M. Vandemore
John
M. Vandemore, Director
74