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United States securities and exchange commission logo
April 9, 2024
Steven Gatoff
Chief Financial Officer
Inseego Corp.
9710 Scranton Road, Suite 200
San Diego, CA 92121
Re: Inseego Corp.
Form 10-K for the
Fiscal Year Ended December 31, 2023
Form 8-K filed
February 21, 2024
File No. 001-38358
Dear Steven Gatoff:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 8-K filed on February 21, 2024
Exhibit 99.1, page 1
1. We note you present the
non-GAAP measure, Adjusted EBITDA, but do not present the
most directly
comparable GAAP measure, Net loss, with equal or greater prominence.
For each non-GAAP
financial measure you present, please present the most
directly comparable
GAAP measure with equal or greater prominence as required by Item
10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of the Division of
Corporation Finance s
Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
2. We note you present
several non-GAAP measures that include adjustments for "inventory
adjustment - E&O and
contract manufacturer liability" and "write-off of capitalized
inventory fees". It
appears these non-GAAP adjustments related to inventory represent
normal operating
expenses necessary to operate your business and are not consistent
with the guidance in
Question 100.01 of the Division of Corporation Finance's
Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Please
Steven Gatoff
Inseego Corp.
April 9, 2024
Page 2
revise future filings to no longer exclude these adjustments from any
non-GAAP
performance measure or explain why you believe the adjustments are
appropriate.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at
202-551-3709
with any questions.
FirstName LastNameSteven Gatoff Sincerely,
Comapany NameInseego Corp.
Division of
Corporation Finance
April 9, 2024 Page 2 Office of
Manufacturing
FirstName LastName