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): September 5, 2023

INSEEGO CORP.

(Exact Name of Registrant as Specified in its Charter)

9710 Scranton Road, Suite 200

San Diego, California 92121

(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 September 5, 2023, Inseego Corp. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). Of the 116,873,019 shares of the Company’s common stock entitled to vote at the Annual Meeting, a total of 78,665,494 shares were represented at the Annual Meeting in person or by proxy. The voting results for each item of business properly presented at the Annual Meeting are set forth below.

Proposal 1: Election of Directors

Both of the persons nominated by the Company to serve as directors for a three-year term until the 2026 annual meeting of stockholders were elected with the following votes:

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants

The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023 was approved with the following vote:

 Proposal 3: Advisory Vote on Executive Compensation

The proposal to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers was approved with the following vote:

Proposal 4: Advisory Vote on Frequency of Advisory Vote on Executive Compensation

With respect to the advisory resolution on the frequency of advisory votes on executive compensation, the frequency of “One Year” received the most votes with the following vote:

Proposal 5: Approval of Reverse Stock Split

The proposal to authorize an amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s outstanding shares of Common Stock by a ratio in the range of one-for-five to one-for-ten was approved with the following vote:

Proposal 6: Approval of Increase in Authorized Shares of Common Stock

The proposal to authorize an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 150 million shares to 300 million shares was approved with the following vote:

Proposal 7: Approval of Adjournment of Annual Meeting

The proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the other proposals was approved with the following vote:

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.