Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 24, 2020

INSEEGO CORP.

(Exact Name of Registrant as Specified in its Charter)

12600 Deerfield Parkway, Suite 100

Alpharetta, Georgia 30004

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 812-3400

Not Applicable

(Former Name, or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 25, 2020, Inseego Corp. (the “Company”) entered into privately-negotiated exchange agreements (the “Agreements”) with an investor and certain of its affiliated entities holding the Company’s 5.50% Convertible Senior Notes due 2022 (“Notes”), which were issued in accordance with the terms of that certain Indenture, dated January 9, 2017, by and between the Company and Wilmington Trust, National Association, acting as trustee (the “Indenture”). Pursuant to the Agreements, the investors will exchange $18,000,000 aggregate principal amount of outstanding Notes (the “Exchanged Notes”) for 4,072,788 shares of the Company’s common stock, par value $0.001 per share (“Exchange Shares”). The investors have agreed to waive any accrued but unpaid interest on the Exchanged Notes. The transactions contemplated by the Agreements are anticipated to close on February 26, 2020. In addition, the investor and certain of its affiliated entities have expressed a desire to enter into additional privately-negotiated exchange agreements with respect to their remaining Notes on an unspecified future date.

The Exchange Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, copies of which will be filed with the Securities and Exchange Commission as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

On February 24, 2020, the Company was notified that a majority of the unaffiliated holders of the Notes submitted consents seeking to amend the Indenture in order to remove certain covenants restricting the Company’s ability to incur additional debt and make certain restricted payments. The Company expects to execute a supplemental indenture in connection with any such amendment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.