Golden Harbor Ltd. Amends Inseego Corp. Filing

TL;DR

Golden Harbor Ltd. updated its Inseego Corp. filing, adding new group members. Watch for more details.

AI Summary

Golden Harbor Ltd. filed an amendment (No. 11) to its Schedule 13D on November 12, 2024, regarding its holdings in Inseego Corp. The filing indicates a change in the group members, now including Braslyn Ltd., Joe Lewis, and Tavistock Holdings, Inc. The specific details of the holdings and any changes are not fully disclosed in the provided text, but this amendment signifies an update to their beneficial ownership information.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Inseego Corp., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate significant changes in beneficial ownership, potentially leading to activist investor actions or strategic shifts.

Key Players & Entities

• Golden Harbor Ltd. (company) — Filing entity
• Inseego Corp. (company) — Subject company
• Braslyn Ltd. (company) — Group member
• Joe Lewis (person) — Group member
• Tavistock Holdings, Inc. (company) — Group member
• Josh La Grange (person) — Legal representative
• Fried, Frank, Harris, Shriver & Jacobson LLP (company) — Legal firm

FAQ

Key Financial Figures

• $0.001 — Corp. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of
• $24,456,000 — olden Harbor surrendering to the Issuer $24,456,000 in outstanding 2025 Notes in exchange f
• $11,039.17 — g 2025 Notes in exchange for payment of $11,039.17 in accrued but unpaid interest arising
• $10,000,000 — interest arising under the 2025 Notes, $10,000,000 in principal amount of 9% Senior Secure
• $12.12 — e exercisable immediately at a price of $12.12 per share of the Issuer's Common Stock

Filing Documents

• ff4105168_13da11-golden.htm (SC 13D/A) — 152KB
• ex99_23.htm (EX-23) — 16KB
• 0000895345-24-000554.txt ( ) — 170KB

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 Exchange 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: Exchange On November 6, 2024, the Issuer completed the Exchange described in Amendment No. 10, with Golden Harbor surrendering to the Issuer $24,456,000 in outstanding 2025 Notes in exchange for payment of $11,039.17 in accrued but unpaid interest arising under the 2025 Notes, $10,000,000 in principal amount of 9% Senior Secured Notes due 2029 (the " 2029 Notes "), 697,736 shares of the Issuer's Common Stock and Exchange Warrants to purchase 453,528 shares of the Issuer's Common Stock. The Exchange Warrants are exercisable immediately at a price of $12.12 per share of the Issuer's Common Stock (subject to customary adjustment terms) and expire on November 6, 2028. The 2029 Notes bear interest at a rate of 9% per annum from issuance until their maturity on May 1, 2029, which interest is payable in cash. The holders of the 2029 Notes may require the Issuer to redeem them upon certain fundamental changes affecting the Issuer, and the Issuer may elect to redeem all or any portion of the 2029 Notes for cash at any time and from time to time on or before the trading day prior to the maturity of the 2029 Notes. The Issuer filed a Form 8-K with the Securities and Exchange Commission on November 12, 2024 (the " Issuer 8-K "), further describing the Exchange Warrants and the 2029 Notes. The descriptions of the transactions and agreements set forth herein do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such respective agreements, filed as Exhibits to the Issuer 8-K. Item 5. Interest in Securities of the Issuer.

(a) and (b) is hereby amended and restated to read as follows

Item 5(a) and (b) is hereby amended and restated to read as follows: (a) (b) For information regarding beneficial ownership, voting power and dispositive power, see the information presented on the cover pages. All percentages are based on 13,237,154 shares of Issuer's Common Stock outstanding, which is the sum of (i) 12,282,552 shares of the Issuer's Common Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024, (ii) 35,689 shares of the Issuer's Common Stock subject to vested restricted stock units, (iii) 465,385 shares of the Issuer's Common Stock issuable upon exercise of the Loan Warrants and (iv) 453,528 shares of the Issuer's Common Stock issuable upon exercise of the Exchange Warrants.

(c) is hereby amendment by the addition of the following

Item 5(c) is hereby amendment by the addition of the following: (c) Other than as described in Item 4 of this Amendment, none of the Reporting Persons nor any of the persons listed on Schedule A has engaged in any transaction in the Common Stock in the past 60 days, except that Tavistock Holdings has an interest in 7,655 Issuer restricted stock units issued on September 30, 2024, as disclosed by Tavistock Holdings in a Form 4 filed with the SEC on October 2, 2024. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

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 Exchange are incorporated herein. In connection with the Exchange, Golden Harbor and the Issuer made and entered into that certain Exchange Agreement (the " 2024 Exchange Agreement ") as of November 6, 2024, providing for the Exchange described in Item 4, as well as the Registration Rights Agreement (the " 2024 Registration Rights Agreement ") providing Golden Harbor with customary registration rights in respect of the shares of Common Stock that it acquired in the Exchange and the shares of Common Stock that it may acquire upon exercise of the Exchange Warrants, pursuant to which the Issuer agreed to file a registration statement with the SEC within six months following the closing date of the Exchange. The Registration Rights Agreement also provides Golden Harbor with "piggy-back" registration rights, subject to certain requirements and customary conditions. Golden Harbor and the Issuer also agreed (in the " Exchange Letter Agreement ") that even if Golden Harbor's broker has not yet effected the surrender of the 2025 Notes and the acceptance of the 2029 Notes, Golden Harbor shall not sell, assign or otherwise transfer such 2025 Notes and Golden Harbor shall use its best efforts to cause such notes to be formally canceled as soon as possible, while the Issuer shall perform its obligations under the 2024 Exchange Agreement as if such formal cancelation had already occurred. The summaries set forth herein regarding the 2024 Exchange Agreement, Exchange Warrants, the 2024 Registration Rights Agreement and the 2029 Notes are qualified in each case by reference to the full text of the applicable document, each of which was filed by the Issuer as an exhibit to the Issuer 8-K. The summary set forth herein regarding the Exchange Letter Agreement is qualified by reference to the full text of the Exchange Letter Agreement, which is filed as

is hereby amended by the addition of the following

Item 7 is hereby amended by the addition of the following: Exhibit No. Description Exhibit 19 Form of Inseego Corp. Common Stock Purchase Warrant, dated as of November 6, 2024 (incorporated herein by reference to Exhibit 10.3 of the Issuer 8-K). Exhibit 20 Registration Rights Agreement, made and entered into as of November 6, 2024 by and among Inseego Corp. and stockholders including Golden Harbor Ltd. (incorporated by reference herein to Exhibit 10.4 of the Issuer 8-K). Exhibit 21 Form of Inseego Corp. 9% Senior Secured Notes due 2029 (incorporated by reference herein to Exhibit 4.2(b) of the of the Issuer 8-K). Exhibit 22 Form of Exchange Agreement, made and entered into as of November 6, 2024 by and among Inseego Corp. and Golden Harbor Ltd. (incorporated by reference herein to Exhibit 10.1 of the Issuer 8-K). Exhibit 23 Exchange Letter Agreement, dated November 6, 2024, between Inseego Corp. and Golden Harbor Ltd.

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: November 12, 2024 GOLDEN HARBOR LTD. By: /s/Paul Higgs Name: Paul Higgs Title: Director BRASLYN LTD. By: /s/Paul Higgs Name: Paul Higgs Title: Director TAVISTOCK HOLDINGS, INC. By: /s/Thomas B. Youth Name: Thomas B. Youth Title: Vice President JOSEPH C. LEWIS /s/Joseph C. Lewis

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