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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): May 27, 2026
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: (646) 565-3861
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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)) |
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 |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.0001 per share |
|
INSE |
|
The
NASDAQ Stock Market LLC |
Explanatory
Note
This
Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Inspired Entertainment, Inc. (the
“Company”) filed with the U.S. Securities and Exchange Commission on June 2, 2026 (the “Original Form 8-K”).
The Original Form 8-K reported the final voting results of the Company’s 2026 Annual Meeting of Stockholders held on May 27, 2026
(the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding whether
stockholder votes to approve the compensation of its named executive officers required by Section 14A(a)(1) of the Securities Exchange
Act of 1934 and Rule 14a-21(a) promulgated thereunder (the “Say-on-Pay Vote”) should be held every one, two or three years
(the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K.
| Item
5.07. | Submission
of Matters to a Vote of Security Holders. |
As
previously reported on the Original Form 8-K, in an advisory vote held at the Company’s 2026 Annual Meeting of Stockholders on
the Say-on-Frequency Proposal, a majority of the votes were cast in favor of conducting future advisory Say-on-Pay Votes on an annual
basis. In light of these results, the Board has determined to hold a Say-on-Pay Vote annually at the Company’s Annual Meeting of
Stockholders until the next required advisory vote on the Say-on-Frequency Proposal or until the Board otherwise determines that a different
frequency for such advisory votes is in the best interests of the Company and its stockholders. The next advisory vote on the Say-on-Frequency
Proposal is required to occur no later than the Company’s Annual Meeting of Stockholders in 2032.
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:
September 23, 2026
| INSPIRED
ENTERTAINMENT, INC. |
|
| |
|
|
| By |
/s/
Carys Damon |
|
| Name: |
Carys
Damon |
|
| Title: |
General
Counsel |
|
