INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE) Files An 8-K Material Modification to Rights of Security Holders

INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03

As of 5:00 PM New York City time on August 12, 2020, the rights (the “Rights”) issued under that certain Rights Agreement, dated as of August 13, 2017 (the “Rights Agreement”), by and between Inspired Entertainment, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as the rights agent, to purchase, under certain circumstances, from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), of the Company expired to the terms of the Rights Agreement, and the Rights Agreement was effectively terminated. As a result, shares of common stock of the Company, par value $0.0001 per share, are no longer accompanied by the Rights, and the Rights Agreement is of no further force or effect.

The foregoing description of the terms of the Rights Agreement and the Rights issued thereunder does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 14, 2017.

In connection with the effective termination of the Rights Agreement and the expiration of the Rights issued thereunder as described in Item 3.03 above, the Company filed a certificate of elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on August 13, 2020, which Certificate of Elimination eliminated from the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) all matters with respect to the Series A Preferred Stock set forth in the Certificate of Incorporation, and as a result, under the Delaware General Corporation Law, the Series A Preferred Stock will no longer be an authorized series of Company preferred stock. Prior to the expiration of the Rights, the Series A Preferred Stock would have been issuable, under certain circumstances, upon the exercise of the Rights.

The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is incorporated herein by reference to Exhibit 3.1 to this Current Report on Form 8-K.

3.1 Certificate of Elimination of Series A Junior Participating Preferred Stock, dated August 13, 2020.
 


Inspired Entertainment, Inc. Exhibit
EX-3.1 2 ea125445ex3-1_inspiredent.htm CERTIFICATE OF ELIMINATIONCERTIFICATE OF ELIMINATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,…
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About INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE)

Inspired Entertainment, Inc., formerly Hydra Industries Acquisition Corp., is a global games technology company. The Company is engaged in developing and operating digital games and networks. The Company is engaged in supplying Virtual Sports, Mobile Gaming and Server-Based Gaming (SBG) systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. The Company operates through two segments: Server Based Gaming and Virtual Sports. The Company operates approximately 25,000 digital gaming terminals and supplies its Virtual Sports products in over 35,000 venues and on approximately 100 Websites in over 30 countries. The Company provides digital gaming solutions on its network that accommodates a range of devices, including land-based gaming machine products, mobile devices, such as smartphones and tablets, as well as personal computer (PC) and social applications.

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