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,
2024 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, 2024
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, 2024 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, 2024 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.
63
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 design of
business process controls across all financial reporting and closing processes as well as controls related to the application of accounting
policies and procedures (the “Risk Assessment and Controls Design Material
Weakness”) as well as the inadequate execution of newly designed monitoring controls (the “Monitoring Controls Material
Weakness”). Namely, the Company has only partially completed the establishment of an effective control environment with an
incomplete design, implementation and execution 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) satisfying enhanced documentation
requirements in relation to the design and execution of Management Review Controls; (iv) accuracy of information input into and
output from the financial reporting and accounting systems. 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.
Management
made significant progress towards remediation in 2024, and anticipates continued progress in 2025 with effort to continue throughout
2025. This included (1) Development and enhancement of processes and controls in all business cycles under SOX 404. (2)
Documentation of all processes and controls under the guidance of external SOX advisors, along with continued documentation of key
U.S. GAAP accounting policy updates, (3) Automation and streamlining of processes in critical accounting areas, including revenue
billing, software capitalization, inventory, leasing, financial reporting and others, (4) Recruitment of a Vice President of
Accounting and Finance and Director of Audit and SOX with extensive U.S. GAAP experience (5) Training with accounting, commercial
and legal teams in critical accounting areas such as revenue recognition, balance sheet reconciliations, software project
capitalization, etc., and (6) monitoring and remediation of control deficiencies as identified through internal management
testing
Management’s continuing remediation efforts in 2025 for the continuing
material weaknesses includes (1) implementation of new processes and controls in designated areas to evaluate, record and report transactions
according to U.S. GAAP (2) Continued documentation and regular updating of U.S. GAAP accounting policies to support financial processes,
SOX controls and financial disclosures (3) continued implementation of revenue billing, further automation of accounting processes in
Accounts Payable, Accounts Receivable, Treasury, Inventory and Fixed Assets, and improved reporting (4) Continued advisory support from
outsourced technical accounting provider on significant and complex transactions (5) Continued training in relevant U.S. GAAP and SEC
Reporting areas, and (6) establishment of 404 SOX testing program and technology to support the annual internal and external audit cycle.
With respect to all deficiencies identified above, management has made
significant progress on the remediation process, however the material weaknesses cannot be considered 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.
IT General Controls
Management
had identified internal control deficiencies due to IT program and data changes affecting the Company’s financially relevant
applications and underlying accounting records, not being identified, tested, authorized, and implemented appropriately to validate
that data produced by its financially relevant applications were 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. Additionally, 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 had 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 revised and fully implemented change
management procedures across all in-scope applications in 2024. Management will work to finish remediation and operate these
controls effectively over a sufficient period of time in 2025.
Management performed an extensive remediation exercise
around the design of access controls and associated segregation of duties during 2024. This included 1) establishing and completing an
SOD (Segregation of Duty) framework by role and associated risk assessment for all in-scope applications (2) redesigning roles and changing
access levels to reflect the SOD framework, (3) updating policies, and (4) strengthening ongoing user access reviews of all in-scope
applications. While this exercise was complete for most impacted IT Systems, Management will continue to work towards completing this
exercise for the remaining IT systems with a goal of remediating the access control deficiency in 2025. Management will work to finish
remediation and operate these controls effectively over a sufficient period of time in 2025.
With respect to all deficiencies identified above, management continues
to work on the remediation process. We understand while significant progress has been made in 2024, the material weaknesses cannot be
considered remediated until it is demonstrated that the new or enhanced controls and other impacted or dependent controls have been designed
and operating 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.
64
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To
the Stockholders 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, 2024, 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 subsequent 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, 2024, 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 control 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 operating effectively to ensure:
1)
IT program and data changes affecting the Company’s financially relevant applications and underlying accounting records are identified,
tested, authorized and implemented appropriately to validate that data produced by these financially relevant 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 designed and operating effectively to address the risk of material misstatements, including controls
without proper segregation of duties between preparer and reviewer and key management review controls.
These material weaknesses were considered in determining the nature, timing
and extent of audit tests applied in our audit of the fiscal December 31, 2024 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 consolidated balance sheet as of December 31, 2024 and the related consolidated statements of operations and comprehensive income
(loss), stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024 of the and our report
dated March 26, 2025 expressed an unqualified opinion on those consolidated financial statements.
65
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
March 26, 2025
Item
9B. Other Information.
During
the three months ended December 31, 2024, none of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act
of 1934, adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”
as defined in Item 408 of Regulation S-K.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
66
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 2025 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2025, 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.
The
Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,
officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal
year ended December 31, 2024. In addition, with regard to the Company’s trading in its own securities, it is the Company’s
policy to comply with the federal securities laws and the applicable exchange listing requirements.
Item
11. Executive Compensation.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2025 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2025, 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 2025 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2025, 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 2025 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2025, 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 2025 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2025, 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
67
Exhibit
Number
Description
3.1
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).
3.2
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).
68
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. 2024 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 12, 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).
69
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#
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 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on February 4, 2025).
10.16#
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).
10.17#
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).
10.18#
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).
10.19#
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 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on February 4, 2025).
10.20#
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).
10.21#*
Employment Agreement, dated November 5, 2024 and effective January 1, 2025, by and between Inspired Gaming (UK) Limited and James Richardson.
10.22#
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).
10.23#
Amendment to Employment Agreement, dated March 13, 2024, by and between Inspired Gaming (UK) Limited and Carys Damon (incorporated herein by reference to Exhibit 10.28 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).
10.24
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).
70
Exhibit
Number
Description
10.25#
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).
10.26#
Non-Employee Director Compensation Policy (updated as of May 9, 2023) (incorporated herein by reference to Exhibit 10.2 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).
10.27#
Employment Agreement, dated February 8, 2024, by and between Inspired Gaming (UK) Limited and Simona Camilleri (commenced serving as General Counsel effective July 1, 2024) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2024, filed with the SEC on August 8, 2024).
10.28#
Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc. and Marilyn Jentzen (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).
10.29#*
Amendment, dated November 5, 2024, to the Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc. and Marilyn Jentzen.
10.30#*
Restricted Stock Unit and Performance Stock Unit Transfer Agreement, dated as of May 17, 2024, by and among A. Lorne Weil, Hydralex Holdings LLC and Inspired Entertainment, Inc.
19.1*
Inspired Entertainment, Inc. Insider Trading Policy.
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 (incorporated herein by reference to Exhibit 97.1 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).
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.
71
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:
March 26, 2025
By:
/s/
A. Lorne Weil
A.
Lorne Weil
Executive
Chairman
(Principal Executive Officer)
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:
March 26, 2025
/s/
A. Lorne Weil
A.
Lorne Weil, Executive Chairman
(Principal
Executive Officer)
Date:
March 26, 2025
/s/
James Richardson
James
Richardson, Chief Financial Officer
(Principal
Financial and Accounting Officer)
Date:
March 26, 2025
/s/
Michael R. Chambrello
Michael
R. Chambrello, Director
Date:
March 26, 2025
/s/
Ira H. Raphaelson
Ira
H. Raphaelson, Director
Date:
March 26, 2025
/s/
Desirée G. Rogers
Desirée
G. Rogers, Director
Date:
March 26, 2025
/s/
Steven M. Saferin
Steven
M. Saferin, Director
Date:
March 26, 2025
/s/
Katja Tautscher
Katja
Tautscher, Director
Date:
March 26, 2025
/s/
John M. Vandemore
John
M. Vandemore, Director
72