UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Inseego Corp.
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(Name of Issuer)
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Common Stock, $0.001 Par Value
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(Title of Class of Securities)
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45782B104
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(CUSIP Number)
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Edward E. Murphy
c/o North Sound Management, Inc.
115 East Putnam Avenue
Greenwich, CT 06830
(203) 340-8306
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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March 28, 2019
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 45782B104
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SCHEDULE 13D |
Page 2 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Sound Management, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
10,301,995
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
10,301,995
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,301,995
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14
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TYPE OF REPORTING PERSON
IA, CO
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CUSIP No. 45782B104
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SCHEDULE 13D |
Page 3 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian Miller
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
10,301,995
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
10,301,995
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,301,995
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 45782B104
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SCHEDULE 13D |
Page 4 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Sound Trading, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
10,301,995
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
10,301,995
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,301,995
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 45782B104
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SCHEDULE 13D |
Page 5 of 8
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Item 1. Security and Issuer.
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D, dated August 4, 2016, as amended by Amendment No. 1 to the Schedule 13D, dated September 15, 2016, Amendment No. 2 to the Schedule 13D, dated August 6, 2018 and Amendment No. 3 to the Schedule 13D, dated December 19, 2018 (as amended, the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) by North Sound Management, Inc. (“NS Manager”), Brian Miller and North Sound Trading, LP (“NS Trading” and, together with NS Manager and Mr. Miller, the “Reporting Persons”) relating to the shares of common stock, par value $0.001 per share (“Common Stock”) of Inseego Corp., a Delaware corporation (the “Issuer”).
Item 3. Source and Amount of Funds or Other Consideration.
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Purchase of New Warrants
On March 28, 2019, NS Trading agreed to exercise the warrant previously issued by the Issuer to NS Trading on August 6, 2018 (the “Existing Warrant”). Upon exercise of the Existing Warrant, NS Trading purchased 1,055,425 shares of the Common Stock, at an exercise price of $2.52 per share, for an aggregate purchase price of $2,659,671. On March 28, 2019, the Issuer issued to NS Trading a new warrant to purchase 625,000 shares of Common Stock (the “New Warrant”). The New Warrant has an exercise price of $7.00 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable at any time on or after September 28, 2019, and will expire on June 30, 2022. The New Warrant will be exercisable on a cash basis unless, at the time of such exercise, the shares of Common Stock issuable upon exercise of the New Warrant cannot be immediately resold pursuant to an effective registration statement or Rule 144 of the Securities Act of 1933, as amended without volume or manner of sale restrictions, in which case the New Warrant shall also be exercisable on a cashless exercise basis.
No borrowed funds were used to purchase the shares of Common Stock issued upon the exercise of the Existing Warrant.
The foregoing description of the New Warrant does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the New Warrant, a copy of which is filed as Exhibit 7 to this Schedule 13D and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of shares of Common Stock reported as owned by
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CUSIP No. 45782B104
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SCHEDULE 13D |
Page 6 of 8
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each Reporting Person is based on a total of 78,505,987 shares of Common Stock. Such total includes (i) 74,284,287 shares of Common Stock issued and outstanding as of February 28, 2019, as reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2019, (ii) 1,055,425 shares of Common Stock issued to NS Trading upon exercise of the Existing Warrant and (iii) 3,166,275 shares of Common Stock issued to another investor upon the exercise of such investor’s warrant.
Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 10,301,995 shares of Common Stock, constituting approximately 13.1% of the outstanding shares of Common Stock. In addition, Mr. Miller directly owns 42,521 shares of Common Stock, less than 1.0% of the total number of shares of Common Stock outstanding, subject to vesting over a three-year period, with one-third vesting on each anniversary of October 25, 2018, the grant date, through the third anniversary of the grant date. An additional 17,562 shares of Common Stock are directly owned by Mr. Miller, subject to vesting on the first anniversary of February 14, 2019. The 625,000 shares of Common Stock issuable upon exercise of the New Warrant are not included in the foregoing calculations as the New Warrant is not exercisable until September 28, 2019.
The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.
(b) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Reporting Persons may be deemed to have the sole power to direct the voting and disposition of the 10,301,995 shares of Common Stock beneficially owned by the Reporting Persons.
(c) Except as previously disclosed on this Schedule 13D or for the transactions described herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.
(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The description of the transactions set forth in Item 3 are incorporated herein by reference.
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CUSIP No. 45782B104
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SCHEDULE 13D |
Page 7 of 8
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Item 7. Material to Be Filed as Exhibits.
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Exhibit 1
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Exhibit 2*
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Securities Purchase Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018).
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Exhibit 3*
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Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018).
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Exhibit 4*
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Registration Rights Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018).
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Exhibit 5*
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Indenture, dated January 9, 2017, between Inseego Corp. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.5 to the Issuer’s Annual Report on Form 10-K, filed March 16, 2018).
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Exhibit 6*
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Form of Inseego Corp.’s 5.50% Convertible Senior Note due 2022 (incorporated by reference to Exhibit 4.2 to the Issuer’s Annual Report on Form 10-K, filed March 16, 2018).
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Exhibit 7
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Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed March 29, 2019).
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* Previously filed.
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CUSIP No. 45782B104
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SCHEDULE 13D |
Page 8 of 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 29, 2019
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NORTH SOUND MANAGEMENT, INC.
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By:
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/s/ Brian Miller | ||
| Name: | Brian Miller | |||
| Title: | President | |||
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NORTH SOUND TRADING, LP
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By:
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North Sound Management, Inc., its
general partner
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| By: | /s/ Brian Miller | |||
| Name: | Brian Miller | |||
| Title: | President | |||
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/s/ Brian Miller
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| Brian Miller | ||||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto relating to shares of the common stock, par value $0.001 per share, of Inseego Corp., a company incorporated under the laws of Delaware. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
In evidence thereof, each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement.
Date: March 29, 2019
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NORTH SOUND MANAGEMENT, INC.
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By:
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/s/ Brian Miller | ||
| Name: | Brian Miller | |||
| Title: | President | |||
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NORTH SOUND TRADING, LP
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By:
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North Sound Management, Inc., its
general partner
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| By: | /s/ Brian Miller | |||
| Name: | Brian Miller | |||
| Title: | President | |||
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/s/ Brian Miller
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| Brian Miller | ||||