SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

Inseego Corp.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

45782B104

(CUSIP Number)

Dennis O. Garris

David A. Brown

Alston & Bird LLP

950 F Street, N.W.

Washington, DC 20004-1404

202-239-3463

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 14, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

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-1(f) or 240.13d-1(g), check the following box  ☐.

 

 

 

*

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 (“Act”) 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).

 

 

 


CUSIP No. 45782B104    SCHEDULE 13D   

 

  1    

  NAME OF REPORTING PERSONS

 

  Golden Harbor Ltd.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  The Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  13,840,504

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  13,840,504

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  13,840,504

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  13.7%*

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  OO

 

*

Based on 100,801,176 shares of Common Stock outstanding, which is the sum of (i) 98,880,267 shares of the Issuer’s common stock outstanding as of November 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020, (ii) 1,875,000 shares of the Issuer’s common stock issuable upon exercise of the 2019 Warrants and (iii) 45,909 shares of the Issuer’s Common Stock subject to restricted stock units that will vest within the next 60 days.


CUSIP No. 45782B104    SCHEDULE 13D   

 

  1    

  NAME OF REPORTING PERSONS

 

  Braslyn Ltd.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  The Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  7,614,830

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  7,614,830

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  7,614,830

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  7.6%*

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  OO

 

*

Based on 100,801,176 shares of Common Stock outstanding, which is the sum of (i) 98,880,267 shares of the Issuer’s common stock outstanding as of November 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020, (ii) 1,875,000 shares of the Issuer’s common stock issuable upon exercise of the 2019 Warrants and (iii) 45,909 shares of the Issuer’s Common Stock subject to restricted stock units that will vest within the next 60 days.


CUSIP No. 45782B104    SCHEDULE 13D   

 

  1  

 

  NAME OF REPORTING PERSONS

 

  Tavistock Financial, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  45,909

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  45,909

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  45,909

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.0%*

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  OO

 

*

Based on 100,801,176 shares of Common Stock outstanding, which is the sum of (i) 98,880,267 shares of the Issuer’s common stock outstanding as of November 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020, (ii) 1,875,000 shares of the Issuer’s common stock issuable upon exercise of the 2019 Warrants and (iii) 45,909 shares of the Issuer’s Common Stock subject to restricted stock units that will vest within the next 60 days.


CUSIP No. 45782B104    SCHEDULE 13D   

 

  1  

 

  NAME OF REPORTING PERSONS

 

  Joe Lewis

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☒        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  21,501,243

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  21,501,243

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  21,501,243

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  21.3%*

14  

  TYPE OF REPORTING PERSON (See Instructions)

 

  IN

 

*

Based on 100,801,176 shares of Common Stock outstanding, which is the sum of (i) 98,880,267 shares of the Issuer’s common stock outstanding as of November 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020, (ii) 1,875,000 shares of the Issuer’s common stock issuable upon exercise of the 2019 Warrants and (iii) 45,909 shares of the Issuer’s Common Stock subject to restricted stock units that will vest within the next 60 days.


CUSIP No. 45782B104    SCHEDULE 13D   

 

This Amendment No. 8 (“Amendment No. 8”) amends and supplements the statement on Schedule 13D filed on August 10, 2018 by Golden Harbor Ltd. (“Golden Harbor”) and Joe Lewis, as amended by Amendment No. 1 filed on September 7, 2018, Amendment No. 2 filed on December 20, 2018, Amendment No. 3 filed on March 29, 2019, Amendment No. 4 filed on July 25, 2019, Amendment No. 5 filed on August 13, 2019, Amendment No. 6 filed on April 2, 2020 and Amendment No. 7 filed on May 15, 2020 (as amended, the “Original Filing”). Amendment No. 7 was an original filing for Braslyn Ltd. and Tavistock Financial, LLC. The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 8. Capitalized terms used and not defined in this Amendment No. 8 have the meanings set forth in the Original Filing, as amended.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

All percentages are based on 100,801,176 shares of Common Stock outstanding, which is the sum of (i) 98,880,267 shares of the Issuer’s common stock outstanding as of November 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020, (ii) 1,875,000 shares of the Issuer’s common stock issuable upon exercise of the 2019 Warrants and (iii) 45,909 shares of the Issuer’s Common Stock subject to restricted stock units that will vest within the next 60 days. The 2019 Warrants are exercisable at any time and expire on June 30, 2022. Golden Harbor also holds 1,939,106 shares of Common Stock receivable upon the conversion of the 2025 Notes, which are not currently exercisable due to the Ownership Limitation.

(a) Golden Harbor beneficially owns 13,840,504 shares of Common Stock, which represents 13.7% of the Issuer’s outstanding Common Stock. Braslyn beneficially owns 7,614,830 shares of Common Stock, which represents 7.6% of the Issuer’s Common Stock. Tavistock Financial beneficially owns 45,909 shares of Common Stock subject to restricted stock units that will vest within the next 60 days, which represents 0.0% of the Issuer’s Common Stock. Mr. Lewis beneficially owns 21,501,243 shares of Common Stock, which represents 21.3% of the Issuer’s Common Stock.

The table below reflects restricted stock units of the Issuer granted to Mr. Avery and owned by Tavistock Financial that are not subject to vesting within the next 60 days:

 

Grant Date

  

Number of Restricted Stock Units

   Vesting Schedule  

2/14/2019

   14,174      October 25, 2021  

2/5/2020

   11,039      February 5, 2021  

(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 sole power to vote or to direct the vote of any shares of Common Stock.

(ii) Shared power to vote or to direct the vote:

Golden Harbor has shared power to vote or to direct the vote of the 13,840,504 shares of Common Stock it beneficially owns. Braslyn has shared power to vote or direct the vote of the 7,614,830 shares of Common Stock it beneficially owns. Tavistock Financial has shared power to vote or direct the vote of the 45,909 shares of Common Stock it beneficially owns. Mr. Lewis has shared power to vote or to direct the vote of the 21,501,243 shares of Common Stock he beneficially owns.

(iii) Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.


CUSIP No. 45782B104    SCHEDULE 13D   

 

(iv) Shared power to dispose or to direct the disposition of:

Golden Harbor has shared power to dispose or to direct the disposition of the 13,840,504 shares of Common Stock it beneficially owns. Braslyn has shared power to dispose or direct the disposition of the 7,908,678 shares of Common Stock it beneficially owns. Tavistock Financial has shared power to dispose or direct the disposition of the 45,909 shares of Common Stock it beneficially owns. Mr. Lewis has shared power to dispose or to direct the disposition of the 21,795,091 shares of Common Stock he beneficially owns.

(c) Braslyn effected the following transactions in the Common Stock in the last sixty days:

 

Date

   Transaction    Amount of Common Stock      Price  

12/14/2020

   Sale      1,721,783      $ 15.6185 (1) 

12/14/2020

   Sale      178,949      $ 16.07 (2) 

12/15/2020

   Sale      190,590      $ 14.8077 (3) 

12/16/2020

   Sale      293,848      $ 14.3749 (4) 

 

(1)

Reflects the weighted average sale price. The range of prices for such transaction is $15.01 to $16.005.

(2)

Reflects the weighted average sale price. The range of prices for such transaction is $16.01 to $16.38.

(3)

Reflects the weighted average sale price. The range of prices for such transaction is $14.50 to $15.20.

(4)

Reflects the weighted average sale price. The range of prices for such transaction is $14.00 to $14.70.

(d) Other than as described herein, no other person has the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as otherwise described in the Original Filing, as amended, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 1    Joint Filing Agreement, dated as of August 10, 2018, between Golden Harbor and Joe Lewis (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the reporting persons on August 10, 2018).
Exhibit 2    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).
Exhibit 3    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).
Exhibit 4    Base Indenture, dated May 12, 2020, between the Issuer and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed May 12, 2020).
Exhibit 5    First Supplemental Indenture, dated May 12, 2020, between the Issuer and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed May 12, 2020).


CUSIP No. 45782B104    SCHEDULE 13D   

 

Exhibit 6    Form of Inseego Corp.’s 3.25% Convertible Senior Note due 2025 (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed May 12, 2020).
Exhibit 7    Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Units), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 7 to the Schedule 13D filed by the Reporting Persons on September 7, 2018).
Exhibit 8    Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Convertible Senior Notes), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 8 to the Schedule 13D filed by the Reporting Persons on September 7, 2018).
Exhibit 9    Stock Purchase Agreement, dated as of December 4, 2018, between Golden Harbor Ltd. and Continental General Insurance Company (incorporated by reference to Exhibit 10 to the Schedule 13D filed by the Reporting Persons on December 20, 2018).
Exhibit 10    Common Stock Purchase Warrant issued to Golden Harbor Ltd., dated March 28, 2019, by Inseego Corp. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed March 28, 2019).
Exhibit 11    Securities Purchase Agreement, dated as of August 9, 2019, 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 12, 2019).
Exhibit 12    Form of Exchange Agreement, dated May 12, 2020, between the Issuer and certain investors holding the Company’s 5.50% Convertible Senior Notes due 2022 (incorporated by reference to Exhibit 1.2 to the Issuer’s Current Report on Form 8-K, filed on May 12, 2020).


CUSIP No. 45782B104    SCHEDULE 13D   

 

SIGNATURE

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.

Date: December 16, 2020

 

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 FINANCIAL, LLC
By:  

/s/ Thomas Youth

Name:   Thomas Youth
Title:   Manager

/s/ Joseph C. Lewis

Joseph C. Lewis


CUSIP No. 45782B104    SCHEDULE 13D   

 

EXHIBIT INDEX

 

Exhibit No.    Description
Exhibit 1    Joint Filing Agreement, dated as of August 10, 2018, between Golden Harbor and Joe Lewis (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the reporting persons on August 10, 2018).
Exhibit 2    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).
Exhibit 3    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).
Exhibit 4    Base Indenture, dated May 12, 2020, between the Issuer and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed May 12, 2020).
Exhibit 5    First Supplemental Indenture, dated May 12, 2020, between the Issuer and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed May 12, 2020).
Exhibit 6    Form of Inseego Corp.’s 3.25% Convertible Senior Note due 2025 (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed May 12, 2020).
Exhibit 7    Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Units), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 7 to the Schedule 13D filed by the Reporting Persons on September 7, 2018).
Exhibit 8    Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Convertible Senior Notes), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 8 to the Schedule 13D filed by the Reporting Persons on September 7, 2018).
Exhibit 9    Stock Purchase Agreement, dated as of December 4, 2018, between Golden Harbor Ltd. and Continental General Insurance Company (incorporated by reference to Exhibit 10 to the Schedule 13D filed by the Reporting Persons on December 20, 2018).
Exhibit 10    Common Stock Purchase Warrant issued to Golden Harbor Ltd., dated March 28, 2019, by Inseego Corp. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed March 28, 2019).
Exhibit 11    Securities Purchase Agreement, dated as of August 9, 2019, 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 12, 2019).
Exhibit 12    Form of Exchange Agreement, dated May 12, 2020, between the Issuer and certain investors holding the Company’s 5.50% Convertible Senior Notes due 2022 (incorporated by reference to Exhibit 1.2 to the Issuer’s Current Report on Form 8-K, filed on May 12, 2020.