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): June 14, 2021
INSEEGO CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38358 | 81-3377646 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.001 per share | INSG | NASDAQ Global Select Market | ||||||||||||
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On June 14, 2021, the board of directors (the “Board”) of Inseego Corp. (the “Company”) appointed Stephanie Bowers to the Board, effective immediately. Upon her appointment to the Board, Ms. Bowers became a member of the class of directors with terms expiring at the 2022 Annual Meeting of the Stockholders of the Company. Ms. Bowers will serve as a member of the Nominating and Corporate Governance Committee of the Board. There are no arrangements or understandings between Ms. Bowers and any other persons pursuant to which he was selected to serve as a director.
For her service on the Board, Ms. Bowers will receive the same compensation as other non-management directors, as described in Amendment Number 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 30, 2021. In addition, it is expected that Ms. Bowers will execute the Company’s standard form of indemnification agreement. The Company’s standard form of indemnification agreement was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2017 and is incorporated herein by reference.
Ms. Bowers does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. | ||||
The appointment of Ms. Bowers to the Board was announced in a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
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.
| INSEEGO CORP. | ||||||||||||||||||||
| Date: June 15, 2021 | By: | /s/ Kurt E. Scheuerman | ||||||||||||||||||
| Name: | Kurt E. Scheuerman | |||||||||||||||||||
| Title: | SVP and General Counsel | |||||||||||||||||||
FOR IMMEDIATE RELEASE
Inseego Announces Appointment of Stephanie Bowers to Board of Directors
SAN DIEGO – (June 15, 2021) – (BUSINESS WIRE) – Inseego Corp. (Nasdaq: INSG), a leader of 5G and intelligent IoT device-to-cloud solutions, today announced the appointment of Stephanie Bowers to the Inseego Corp. Board of Directors, effective immediately. Ms. Bowers will also serve as a member of the Nominating and Corporate Governance Committee of the Board.
“We are pleased to welcome Ms. Bowers and know she will be a valuable addition to our Board of Directors,” said Dan Mondor, Chairman and CEO of Inseego. “Her substantial experience in international relations and government affairs will be important as Inseego increasingly finds itself operating in new markets around the world. The security, supply chain, and government approval aspects of our 5G products in these geographies require that experience and perspective on our Board.”
Ms. Bowers has two decades of U.S. government experience at the White House and with the U.S. Department of State. She has worked in Washington, D.C. and U.S. embassies across the world to promote U.S. economic and commercial interests. She helped U.S. companies expand into new markets, engaging with high-ranking business and government officials around the globe on commercial projects. Ms. Bowers most recently served as Chargé d’Affaires for the U.S. Embassy in The Bahamas. Previously, she held senior positions in both Democratic and Republican administrations, including serving as Chief of Staff for the Western Hemisphere at the State Department and as a National Security Council Director at the White House. As an Economic Officer in Spain, Ms. Bowers led the U.S. government’s engagement on information and communications technology (ICT) issues.
Ms. Bowers was a Fellow for MIT’s Seminar XXI on Foreign Politics, International Relations, and the National Interest, and has B.A. degrees in International Affairs and French Language and
Literature from The George Washington University. She is a Distinguished Graduate of the National War College, where she received an M.S. in National Security Strategy.
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About Inseego Corp.
Inseego Corp. (Nasdaq: INSG) is an industry leader in smart device-to-cloud solutions that extend the 5G network edge, enabling broader 5G coverage, multi-gigabit data speeds, low latency and strong security to deliver highly reliable internet access. Our innovative mobile broadband, fixed wireless access (FWA) solutions, and software platform incorporate the most advanced technologies (including 5G, 4G LTE, Wi-Fi 6 and others) into a wide range of products that provide robust connectivity indoors, outdoors and in the harshest industrial environments. Designed and developed in the USA, Inseego products and SaaS solutions build on the company’s patented technologies to provide the highest quality wireless connectivity for service providers, enterprises, and government entities worldwide. www.inseego.com #Putting5GtoWork
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Media contact:
Anette Gaven
Tel: +1 (619) 993-3058
Email: Anette.Gaven@inseego.com