Inseego Corp. Files 8-K: Material Agreements & Officer Changes

TL;DR

Inseego filed an 8-K detailing new financial obligations and executive changes.

AI Summary

On June 28, 2024, Inseego Corp. entered into a Material Definitive Agreement, which also created a direct financial obligation. The company also reported on the departure of directors or certain officers and the appointment of new officers, along with compensatory arrangements. Additionally, financial statements and exhibits were filed.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and changes in leadership, which could impact the company's operational and financial trajectory.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial and operational risks for the company.

Key Players & Entities

• INSEEGO CORP. (company) — Registrant
• June 28, 2024 (date) — Date of earliest event reported
• 001-38358 (other) — SEC File Number
• 81-3377646 (other) — IRS Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share INSG Nasdaq Global Select
• $125 million — e largest noteholders and approximately $125 million face value or 80% of the 2025 Notes, as
• $45.9 million — agreed to purchase for cash, all of the $45.9 million in face value of the 2025 Notes held by
• $19.5 million — Repurchase, the Company entered into a $19.5 million loan from (i) South Ocean Funding, LLC
• $80 million — ed into binding term sheets to exchange $80 million of face value that represents all of th
• $32.1 million — ighbridge's holdings of 2025 Notes, for $32.1 million in cash, or $700 per $1,000 face value
• $700 — 25 Notes, for $32.1 million in cash, or $700 per $1,000 face value bond, plus accrue
• $1,000 — for $32.1 million in cash, or $700 per $1,000 face value bond, plus accrued interest.
• $3.0 million — ing Lenders contributed an aggregate of $3.0 million of participation interests in the Loan
• $1.0 million — ny's Executive Chairman, who acquired a $1.0 million Participation Interest, and North Sound
• $2.0 million — th Sound Ventures, LP, which acquired a $2.0 million Participation Interest in the $19.5 mil
• $150,000 — n arrangement and administration fee of $150,000 to the Lender. In connection with the
• $12.12 — Loan Warrants have an exercise price of $12.12 per share of Common Stock, subject to a
• $31.8 million — .4 million shares of Common Stock, (ii) $31.8 million in principal amount of new long-term se

Filing Documents

• inseego_8k.htm (8-K) — 50KB
• inseego_ex1001.htm (EX-10.1) — 49KB
• inseego_ex1002.htm (EX-10.2) — 548KB
• inseego_ex1003.htm (EX-10.3) — 114KB
• inseego_ex1004.htm (EX-10.4) — 31KB
• inseego_ex1005.htm (EX-10.5) — 31KB
• 0001683168-24-004550.txt ( ) — 1165KB
• insg-20240628.xsd (EX-101.SCH) — 3KB
• insg-20240628_lab.xml (EX-101.LAB) — 33KB
• insg-20240628_pre.xml (EX-101.PRE) — 22KB
• inseego_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 28, 2024, Inseego Corp. ("Inseego" or the "Company") entered into a series of agreements, as part of its overall capital structure management to reduce its total debt and restructure its outstanding 3.25% convertible notes due 2025 (the "2025 Notes"). As part of this initiative, pursuant to the agreements summarized below, the Company executed three transactions that, together, involved the three largest noteholders and approximately $125 million face value or 80% of the 2025 Notes, as follows: (1) Convertible Debt Repurchase: the Company agreed to purchase for cash, all of the $45.9 million in face value of the 2025 Notes held by certain entities managed by Highbridge Capital Management, LLC (such entities, "Highbridge"), the second largest noteholder, at a discount of 30% to face value; (2) Repurchase Loan: to finance a portion of the Convertible Debt Repurchase, the Company entered into a $19.5 million loan from (i) South Ocean Funding, LLC ("South Ocean"), which is an affiliate of Golden Harbor Ltd. ("Golden Harbor") and Tavistock Financial, LLC, and (ii) certain participant lenders (the "Participating Lenders"); and (3) Convertible Debt Exchange: the Company entered into binding term sheets to exchange $80 million of face value that represents all of the 2025 Notes held by North Sound Partners and Golden Harbor Ltd. (the "Noteholders"), the largest and third-largest bondholders, respectively, for the same 30% discount as the Highbridge Notes purchase, for a combination of new long-term debt and equity. Convertible Debt Repurchase Agreement On June 28, 2024, pursuant to privately-negotiated repurchase agreements (the "Repurchase Agreements") with Highbridge, Inseego agreed to repurchase an aggregate of approximately $45.9 million in principal amount of 2025 Notes held by Highbridge (the "Highbridge Notes"), representing all of Highbridge's holdings of 2025 Notes, for $32.1 million in cash, or $7

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this current report is incorporated by reference into this Item 2.03.

03

Item 3.03. Material Modification to Rights of Security Holders. Pursuant to the Loan Agreement, the Company is subject to certain restrictions on its ability to pay dividends or make other distributions or payments on account of any redemption, retirement or purchase of any capital stock. The information regarding such restrictions set forth in Item 1.01 and in the Loan Agreement incorporated by reference therein is incorporated by reference into this Item 3.03.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 30, 2024, Stephanie Bowers resigned as a member of the board of directors (the "Board") of the Company, including from her position on the Nominating and Corporate Governance Committee, effective immediately. Ms. Bowers' resignation was for personal reasons and not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In connection with Ms. Bowers' resignation, the Board determined to accelerate the vesting of 21,551 unvested restricted stock units that are scheduled to vest on September 5, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following Exhibits are filed with this report: 10.1 Form of Repurchase Agreement dated June 28, 2024 between Inseego Corp. and certain entities managed by Highbridge Capital Management, LLC. 10.2 Loan and Security Agreement dated June 28, 2024 among South Ocean Funding, LLC, as lender, certain participant lenders, Inseego Corp., as borrower, and Inseego Wireless, Inc. and Inseego North America LLC, as guarantors. 10.3 Form of Common Stock Purchase Warrant. 10.4 Exchange Term Sheet dated June 28, 2024 between Inseego Corp. and Golden Harbor Ltd. 10.5 Exchange Term Sheet dated June 28, 2024 between Inseego Corp. and North Sound Partners. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. INSEEGO CORP. By: /s/ Steven Gatoff Name: Steven Gatoff Title: Chief Financial Officer Date: July 1, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR