Joseph Lewis Amends Inseego Corp. 13D Filing

TL;DR

Lewis Joseph updated his Inseego (INSG) 13D filing - ownership changes incoming.

AI Summary

On June 28, 2024, Joseph Lewis filed Amendment No. 10 to Schedule 13D for Inseego Corp. (NASDAQ: INSG). This filing indicates a change in the beneficial ownership of Inseego Corp. common stock. The filing was made by Lewis Joseph, with Tavistock Financial, LLC and Tavistock Holdings, Inc. listed as group members.

Why It Matters

This amendment signals a potential shift in significant shareholder influence or strategy for Inseego Corp., a company in the communications equipment sector.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions or shifts in stock price, warranting attention from investors.

Key Numbers

• Amendment No. 10 — Filing Amendment (Indicates multiple previous filings and significant updates)
• June 28, 2024 — Filing Date (Date of the event requiring the filing)

Key Players & Entities

• Joseph Lewis (person) — Filer of the Schedule 13D amendment
• Inseego Corp. (company) — Subject company
• Tavistock Financial, LLC (company) — Group member
• Tavistock Holdings, Inc. (company) — Group member
• NASDAQ: INSG (company) — Ticker symbol for Inseego Corp.

FAQ

Key Financial Figures

• $0.001 — Corp. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of
• $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 — ors, pursuant to which a senior secured $19.5 million loan facility (the " Loan ") was made a
• $12.12 — Loan Warrants have an exercise price of $12.12 per share of the Issuer's Common Stock,
• $24,456,000 — into a definitive agreement to exchange $24,456,000 in outstanding 2025 Notes held by Golde
• $10 million — (as defined below)), (ii) approximately $10 million in principal amount under a new senior

Filing Documents

• ff3584859_13da10-golden.htm (SC 13D/A) — 203KB
• ex99_1.htm (EX-99.1) — 43KB
• 0000895345-24-000244.txt ( ) — 247KB

is hereby amended and restated to read as follows

Item 2 is hereby amended and restated to read as follows: This Schedule 13D is jointly filed by Golden Harbor Ltd. (" Golden Harbor "), Braslyn Ltd. (" Braslyn "), Tavistock Holdings, Inc. (" Tavistock Holdings ") and Joe Lewis. Golden Harbor, Braslyn, Tavistock Holdings and Mr. Lewis are collectively referred to herein as the " Reporting Persons ." Golden Harbor, a company organized under the laws of The Bahamas, is primarily engaged in the business of investing in securities. Braslyn, a company organized under the laws of the Bahamas, is primarily engaged in the business of investing in securities. Tavistock Holdings, a company organized under the laws of Florida, is the United States parent entity of Tavistock's United States companies, businesses and assets. Mr. Lewis is a citizen of the United Kingdom and his present principal occupation or employment is engaging in business as a private investor, including through the investments of Golden Harbor, Braslyn and Tavistock Holdings. Golden Harbor, Braslyn and Tavistock Holdings buy and sell securities under the direction of Mr. Lewis. The address of Golden Harbor, Braslyn and Mr. Lewis is Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, The Bahamas. The address of Tavistock Holdings is 9350 Conroy Windermere Road, Windermere, Florida 34786. Each of Golden Harbor, Braslyn, Tavistock Holdings and Mr. Lewis disclaims the existence of any "group" among them in respect of the Common Stock of the Issuer within the meaning used for the purposes of Section 13(d) of the Securities Exchange Act of 1934. Set forth on Schedule A to this Schedule 13D, and incorporated herein by reference, is the (a) name, (b) residence or business address, (c) present principal occupation or employment, and (d) citizenship, of each executive officer and director of Golden Harbor, Braslyn and Tavistock Holdings, and (e) name of any corporation or other organization in which such occupation or employment is conducted, together

is hereby amended by the addition of the following

Item 3 is hereby amended by the addition of the following: The disclosures set forth below in Item 4 of this Amendment regarding the Reverse Stock Split, the Loan Warrants and the Merger are incorporated herein. Item 4. Purpose of Transaction.

is hereby amended by the addition of the following

Item 4 is hereby amended by the addition of the following: Reverse Stock Split On January 24, 2024, the Issuer completed a 1-for-10 reverse stock split of its issued and outstanding Common Stock (the " Reverse Stock Split "). As a result of the Reverse Stock Split, each share of Common Stock issued and outstanding immediately prior to January 24, 2024 was automatically converted into one-tenth (1/10) of a share of Common Stock. The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder's percentage interest in the Issuer's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share instead were entitled to receive cash in lieu of such fractional share. 2025 Notes Restructuring On June 28, 2024, the Issuer 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 ") (the " 2025 Notes Restructuring "), among which the Issuer 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, at a discount of 30% to face value (the " Convertible Debt Repurchase "). To finance a portion of the Convertible Debt Repurchase, the Issuer, as borrower, entered into a Loan and Security Agreement (the " Loan Agreement ") with South Ocean Funding, LLC (" South Ocean "), an affiliate of Golden Harbor and Tavistock Holdings, and certain participant lenders, as lenders (collectively, the " Lenders "), and Inseego Wireless, Inc. and Inseego North America LLC, as guarantors, pursuant to which a senior secured $19.5 million loan facility (the " Loan ") was made available to the Issuer on July 1, 2024. The Issu

is hereby amended and restated to read as follows

Item 5 is hereby amended and restated to read as follows: All percentages are based on 12,571,522 shares of Issuer's Common Stock outstanding, which is the sum of (i) 11,882,948 shares of the Issuer's Common Stock outstanding as of May 2, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024, (ii) 187,500 shares of the Issuer's Common Stock issuable upon exercise of the 2019 Warrants, (iii) 35,689 shares of the Issuer's Common Stock subject to vesting restricted stock units, and (iv) 465,385 shares of the Issuer's Common Stock issuable upon exercise of the Loan Warrants (as defined herein). Golden Harbor also holds 2025 Notes that subject to applicable conditions may be converted into 1,939,106 shares of the Issuer's Common Stock, but such 2025 Notes are not currently exercisable due to the Ownership Limitation. Such 2025 Notes are also subject to the term sheet regarding the Exchange, as described in Item 6. (a) Golden Harbor beneficially owns 1,303,314 shares of Common Stock, which represents 10.4% of the Issuer's outstanding Common Stock. Braslyn beneficially owns 761,483 shares of Common Stock, which represents 6.1% of the Issuer's Common Stock. Tavistock Holdings beneficially owns 35,689 shares of Common Stock, which represents 0.3% of the Issuer's Common Stock. Mr. Lewis beneficially owns 2,100,486 shares of Common Stock, which represents 16.7% of the Issuer's Common Stock. The table below reflects restricted stock units of the Issuer granted to Mr. Avery and owned by Tavistock Holdings that are not subject to vesting within the next 60 days : Grant Date Number of Restricted Stock Units Vesting Schedule September 29, 2023 21,551 September 5, 2024 (b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Common Stock owned by the Reporting Persons: (i) Sole power to vote or to direct the vote: None of the Reporting Persons has s

is hereby amended by the addition of the following

Item 6 is hereby amended by the addition of the following: The disclosures set forth above in Item 4 of this Amendment regarding the Reverse Stock Split, the Loan Warrants and the Merger are incorporated herein. On June 28, 2024, also in connection with the 2025 Notes Restructuring, the Issuer and Golden Harbor entered into a binding term sheet pursuant to which Golden Harbor and the Issuer agreed to enter into a definitive agreement to exchange $24,456,000 in outstanding 2025 Notes held by Golden Harbor for (i) a number of unregistered shares of the Issuer's Common Stock to be issued at the Minimum Price (defined under the NASDAQ rules, and taking into account any value ascribed by NASDAQ to the Exchange Warrants (as defined below)), (ii) approximately $10 million in principal amount under a new senior secured note due 2029 and (iii) a number of warrants equal to 0.65 for each share of the Issuer's Common Stock issued under item "(i)" hereto (the " Exchange Warrants "), in each case, pursuant to a private placement exemption under the Securities Act, for no additional consideration (the " Exchange "). The Exchange is expected to be completed on August 2024, subject to certain conditions. Issuer has agreed to file a registration statement covering the resale of the Common Stock and all shares of Common Stock underlying the warrants (including the Loan Warrants) within 6 months of the closing of the Exchange. Item 7. Material to be Filed as Exhibits.

is hereby amended by the addition of the following

Item 7 is hereby amended by the addition of the following: Exhibit No. Description Exhibit 15 Joint Filing Agreement, dated as of July 2, 2024, between Golden Harbor Ltd., Braslyn Ltd., Tavistock Holdings, Inc. and Joe Lewis. Exhibit 16 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 (incorporated by reference herein to Exhibit 10.2 of the Issuer 8-K). Exhibit 17 Form of Common Stock Purchase Warrant (incorporated by reference herein to Exhibit 10.3 of the of the Issuer 8-K). Exhibit 18 Exchange Term Sheet dated June 28, 2024 between Inseego Corp. and Golden Harbor Ltd. (incorporated by reference herein to Exhibit 10.4 of the of the Issuer 8-K).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 2, 2024 GOLDEN HARBOR LTD. By: /s/ Jason C. Callender Name: Jason C. Callender Title: Director & Vice President BRASLYN LTD. By: /s/ Jason C. Callender Name: Jason C. Callender Title: Director TAVISTOCK HOLDINGS, INC. By: /s/ Thomas B. Youth Name: Thomas B. Youth Title: Vice President JOSEPH C. LEWIS /s/ Joseph C. Lewis Joseph C. Lewis, Individually

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