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November 15, 2018
Stephen Smith
Chief Financial Officer
Inseego Corp.
9605 Scranton Road, Suite 300
San Diego, CA 92121
Re: Inseego Corp
Form 10-K for the Year Ended December 31, 2017
Filed March 16, 2018
Form 10-Q for the Quarter Ended September 30, 2018
Filed November 8, 2018
Response Dated November 1, 2018
File No. 001-38358
Dear Mr. Smith:
We have reviewed your November 1, 2018 response to our comment letter
and have the
following comment. In our comment, we ask you to provide us with information so
we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this comment, we may have additional
comments.
Form 10-Q for the Quarter Ended September 30, 2018
Notes to Condensed Consolidated Financial Statements
10. Commitments and Contingencies, page 19
1. We note your response to comment three. Please help us to better
understand your
response by separately addressing each bullet below.
Tell us in more detail the nature of the misrepresentations allegedly
made by the RER
shareholders during the due diligence process, as claimed in your
lawsuit.
Tell us how you considered these allegations in determining whether you
were
required to record, in subsequent periods, an impairment charge for
assets that were
Stephen Smith
Inseego Corp.
November 15, 2018
Page 2
included in the original purchase price allocation. In this
regard, we note you indicate
in your response that the RER stockholders misrepresented facts
about the business's
customer base, ownership of intellectual property, entry into
certain contracts and
anticipated future revenues. You also alleged that such
misrepresentations had the
effect of inducing the Company to consummate the acquisition.
Regarding the negotiation of the settlement, tell us in detail how
the claims made in
the lawsuit impacted the determination of the settlement amount.
Considering the nature of the allegations and the reduction in the
purchase price,
explain to us why the legal settlement did not have a clear and
direct link to
the purchase price.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
S. Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters.
FirstName LastNameStephen Smith Sincerely,
Comapany NameInseego Corp.
Division of
Corporation Finance
November 15, 2018 Page 2 Office of
Telecommunications
FirstName LastName