Inseego Corp. Signs Material Definitive Agreement

TL;DR

Inseego just signed a big deal, details TBD.

AI Summary

On September 16, 2024, Inseego Corp. entered into a material definitive agreement. The filing does not disclose specific details of the agreement, such as counterparty, dollar amounts, or the exact nature of the transaction, but it indicates a significant event for the company.

Why It Matters

This filing signals a significant new contract or partnership for Inseego Corp., which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the agreement.

Key Players & Entities

• INSEEGO CORP. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported
• 9710 Scranton Road, Suite 200, San Diego, California 92121 (location) — Principal executive offices
• 858-812-3400 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share INSG Nasdaq Global Select
• $52 million — national") subsidiary for approximately $52 million dollars (USD) in an all-cash transactio
• $1.00 — red warranties – liability is capped at $1.00; and (ii) in respect of Uninsured Warra

Filing Documents

• inseego_8k.htm (8-K) — 43KB
• inseego_ex0201.htm (EX-2.1) — 597KB
• inseego_ex1001.htm (EX-10.1) — 86KB
• inseego_ex1002.htm (EX-10.2) — 347KB
• inseego_ex9901.htm (EX-99.1) — 14KB
• image_002.jpg (GRAPHIC) — 3KB
• image_001.jpg (GRAPHIC) — 1KB
• image_002.gif (GRAPHIC) — 0KB
• 0001683168-24-006429.txt ( ) — 1428KB
• insg-20240916.xsd (EX-101.SCH) — 3KB
• insg-20240916_lab.xml (EX-101.LAB) — 33KB
• insg-20240916_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. Share Purchase Agreement On September 16, 2024, Inseego Corp. ("Inseego") and its subsidiary Inseego SA (Pty) Ltd ("Seller") entered into a Share Purchase Agreement (the "Purchase Agreement") with Light Sabre SPV Limited (the "Purchaser"), pursuant to which Inseego has agreed to sell Inseego's telematics business to the Purchaser. Under the Purchase Agreement and subject to the terms and conditions set forth therein, Inseego will sell the entire issued share capital of its Inseego International Holdings Limited ("Inseego International") subsidiary for approximately $52 million dollars (USD) in an all-cash transaction (the "Sale Transaction"). The Purchaser is a portfolio holding company of Convergence Partners ("Convergence"), an investment management firm focused on the technology sector, which also owns Ctrack, a telematics business focused on Africa. Ctrack was historically part of Inseego's telematics portfolio, until the Company sold Ctrack to Convergence in a previous transaction in 2021. The Purchase Agreement provides for a post-closing working capital adjustment. The Purchase Agreement has been approved by the Board of Directors of Inseego. Upon completion of the sale of Inseego International (the "Completion Date"), the Purchaser will acquire the fleet management and telematics solutions business of Inseego, which has operations in the United Kingdom, the European Union, Australia and New Zealand (the "Telematics Business"). The Purchase Agreement contains customary warranties and covenants of the parties, including, among other things, that during the period from the signing of the Purchase Agreement until the earlier of the termination of the Purchase Agreement or the Completion Date, Inseego agrees to carry on the Telematics Business in the ordinary course of business. Inseego, on behalf of itself and its affiliates, has agreed that for a period of two years after the Completion Date it will not

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 16, 2024, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following Exhibits are filed with this report: 2.1* Share Purchase Agreement dated September 16, 2024. 10.1 License Agreement dated September 16, 2024. 10.2* Transitional Services Agreement dated September 16, 2024. 99.1 Press Release dated September 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. 3 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. Date: September 16, 2024 By: /s/ Steven Gatoff Name: Steven Gatoff Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR