0001683168-24-008826 | S-1 | XBRL Viewer

Nature of Business and Significant Accounting Policies (Details Narrative)					1 Months Ended	3 Months Ended	9 Months Ended
	Nov. 06, 2024 USD ($) shares	Aug. 02, 2024 USD ($) shares	Jul. 18, 2024 USD ($) shares	Jun. 28, 2024 USD ($)	Apr. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) Integer	Sep. 30, 2023 USD ($)	Sep. 16, 2024 USD ($)	May 24, 2024 USD ($)	Jan. 24, 2024 shares	Dec. 31, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of reportable segments \| Integer							1
Fractional shares issued \| shares											0
Short-term loan						$ 6,000,000	$ 6,000,000					$ 0
Cash and cash equivalents						11,972,000	11,972,000					2,409,000
Repayments on short-term loan							13,500,000	$ (0)
Upfront revenue					$ 15,000,000
Debt instrument, service contract term					2 years
Line of Credit [Member] \| Short Term Loan Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stated interest rate of debt issued				12.00%
Exit fee percentage				4.00%
Repayments on short-term loan						13,500,000
Short term borrowings, gross						$ 6,000,000	$ 6,000,000
South Ocean Funding LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Short-term loan				$ 19,500,000
2025 Notes [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stated interest rate of debt issued						90.80%	90.80%
Debt instrument, repurchase amount						$ 146,900,000	$ 146,900,000
2025 Notes [Member] \| Convertible Debt [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stated interest rate of debt issued				3.25%		3.25%	3.25%
Debt aggregate face amount		$ 1,500,000	$ 4,700,000	$ 3,000,000
Redemption of principal				45.00%
Number of shares issued \| shares		100,000	300,000
Number of securities called by warrants or rights \| shares		100,000	200,000
Carrying amount of debt						$ 106,824,000	$ 106,824,000					$ 161,898,000
Debt instrument, repurchase amount										$ 1,700,000
2025 Notes [Member] \| Convertible Debt [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt aggregate face amount	$ 91,500,000
Number of shares issued \| shares	2,400,000
2025 Notes [Member] \| Convertible Debt [Member] \| Highbridge Capital Management L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt aggregate face amount				$ 45,900,000
Redemption of principal				30.00%
2025 Notes [Member] \| Convertible Debt [Member] \| Two Related Holders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt aggregate face amount		$ 1,500,000
New Senior Secured Notes Due 2029 [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of securities called by warrants or rights \| shares	2,100,000
New Senior Secured Notes Due 2029 [Member] \| Secured Debt [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stated interest rate of debt issued	9.00%
Debt aggregate face amount	$ 40,900,000
Discontinued Operations, Held-for-Sale [Member] \| Inseego International Holdings Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration for divestiture									$ 52,000,000

Discontinued Operations and Held for Sale - Condensed Consolidated Statements of Operations and Comprehensive Income (Details) - Telematics Business [Member] - Discontinued Operations, Held-for-Sale [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross profit from discontinued operations	$ 4,640	$ 4,060	$ 13,019	$ 12,545
Research and development	293	473	967	1,345
Sales and marketing	1,289	1,255	3,625	3,698
General and administrative	1,884	1,146	4,799	3,404
Depreciation and amortization	360	392	1,060	1,112
Total operating costs and expenses	3,826	3,266	10,451	9,559
Operating income from discontinued operations	814	794	2,568	2,986
Interest income, net	3	3	10	8
Other income (expense), net	875	(623)	1,128	824
Income from discontinued operations before income taxes	1,692	174	3,706	3,818
Income tax provision (benefit)	266	(46)	674	555
Income from discontinued operations, net of tax	1,426	220	3,032	3,263
Product [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross profit from discontinued operations	7,862	7,226	22,895	21,567
Services And Other [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross profit from discontinued operations	$ 3,222	$ 3,166	$ 9,876	$ 9,022

Stockholders' Equity (Deficit) (Details Narrative) $ / shares in Units, $ in Millions			3 Months Ended	9 Months Ended
	Aug. 02, 2024 USD ($) Integer $ / shares shares	Jul. 18, 2024 USD ($) $ / shares shares	Sep. 30, 2023 $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Jun. 28, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares	Jan. 31, 2021 USD ($)
Class of Warrant or Right [Line Items]
Preferred stock, shares authorized (in shares)					2,000,000		2,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.001		$ 0.001
Series D Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Preferred stock, shares authorized (in shares)					150,000
Series E Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Preferred stock, shares authorized (in shares)					39,500		39,500
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.001		$ 0.001
Preferred stock issued (in shares)					25,000		25,000
Preferred stock, shares outstanding (in shares)					25,000		25,000
ATM Offering [Member] \| Canaccord Genuity L L C [Member]
Class of Warrant or Right [Line Items]
Number of shares issued (in shares)			0	803,596
Equity distribution agreement, maximum aggregate amount authorized for offer or sale \| $								$ 40.0
Purchase price (in dollars per share) \| $ / shares			$ 7.54	$ 7.54
Proceeds from sale of stock \| $				$ 6.1
2025 Notes [Member] \| Convertible Debt [Member]
Class of Warrant or Right [Line Items]
Number of securities called by warrants or rights (in shares)	100,000	200,000
Exercise price of warrants (in dollars per share) \| $ / shares	$ 11.03	$ 13.37
Number of related holders \| $	$ 1.5	$ 4.7				$ 3.0
Number of shares issued (in shares)	100,000	300,000
Number of related holders \| Integer	2
Warrant or right, reason for issuance expiry term					4 years
Exercised price of warrants (in shares)					0
Additional Paid-in Capital [Member]
Class of Warrant or Right [Line Items]
Warrants \| $					$ 3.2
Loan Warrants [Member]
Class of Warrant or Right [Line Items]
Number of securities called by warrants or rights (in shares)						550,000
Exercise price of warrants (in dollars per share) \| $ / shares						$ 12.12
Exercised price, loan warrants (in dollars per share) \| $ / shares					$ 0

Financial Statement Details - Prepaid Expenses and Other (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Rebate receivables	$ 1,407	$ 1,950
Receivables from contract manufacturers	716	1,823
Software licenses	770	504
Other	734	660
Total prepaid expenses and other	$ 3,627	$ 4,937

Nature of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Consolidation	*Basis of Presentation and Consolidation* The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared by Inseego Corp. (the “Company”, “we”, “us”) in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Form 10-K that have had a material impact on the Company’s Financial Statements. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole.
Planned Divestiture of the Telematics Business	*Planned Divestiture of the Telematics Business* On September 16, 2024, the Company and its subsidiary Inseego SA (Pty) Ltd (“Seller”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Light Sabre SPV Limited (which subsequently novated its benefits and obligations under the Purchase Agreement to Ctrack Holdings (the “Purchaser”)), pursuant to which Inseego agreed to sell to the Purchaser the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary in exchange for approximately $52 million in cash, subject to certain adjustments. Upon completion of the sale (the “Completion Date”), the Purchaser will acquire the fleet management and telematics solutions business of Inseego, which has operations in the United Kingdom, the European Union, Australia and New Zealand (the “Telematics Business”). The Purchase Agreement is subject to closing conditions including, among others more fully described in the Purchase Agreement, the Purchaser finalizing financing arrangements to fund the purchase price. Unless fulfilled or otherwise waived by the parties, if any of the closing conditions are not fulfilled by December 31, 2024, the Purchase Agreement shall be terminated and the Sale Transaction shall not be completed. As a result, within these condensed consolidated financial statements, the assets and liabilities associated with the Telematics Business disposal group have been classified as held for sale within the Condensed Consolidated Balance Sheet and its operations have been classified as discontinued operations within the Condensed Consolidated Statements of Operations and Comprehensive Income. Refer to Note 2 – Discontinued Operations and Held for Sale for additional information regarding the Telematics Business, including the assets and liabilities divested and income from discontinued operations. Unless otherwise noted, disclosures within these remaining Notes to Condensed Consolidated Financial Statements relate solely to the Company's continuing operations.
Held for Sale and Discontinued Operations	*Held for Sale and Discontinued Operations* In accordance with authoritative guidance for discontinued operations (Accounting Standards Codification (“ASC”) 205-20), the Company determined that the Telematics Business met held-for-sale and discontinued operations accounting criteria during the third quarter of 2024. Accordingly, the Company classified the results of the Telematics Business as discontinued operations in its condensed consolidated statements of operations for all periods presented. Additionally, the related assets and liabilities associated with the Telematics Business are classified as held for sale in the condensed consolidated balance sheets for all periods presented. The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period the disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. No impairment upon classification as held for sale was recorded during the three or nine months ended September 30, 2024. The results of discontinued operations are reported as Income from discontinued operations, net of tax in the Condensed Consolidated Statements of Comprehensive Income for the current and prior periods commencing in the period in which the held for sale criteria are met. Income from discontinued operations, net of tax includes direct costs attributable to the discontinued operations and excludes any cost allocations associated with any shared or corporate functions unless otherwise dedicated to the discontinued operations. Income from discontinued operations, net of tax will include any gain or loss recognized upon disposition or from adjustment of the carrying amount to fair value less costs to sell while classified as held for sale. Activity within comprehensive income directly associated with a divested business is not realized as a component of Income from discontinued operations, net of tax until completion of the sale or disposition.
Segment Information	*Segment Information* The Company has one reportable segment. The principal executive officer, who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results.
Use of Estimates	*Use of Estimates* The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, warranty provision, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.
Reclassifications	*Reclassifications* Certain amounts recorded in the prior period consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results. During the fourth quarter of 2023, and as noted in the Form 10-K, the Company reclassified revenue on its Consolidated Statement of Operations. Historically, the Company classified revenues from products and services into two categories, IoT & Mobile Solutions and Enterprise SaaS Solutions. The Company is now classifying revenues from products and services into the following two categories: Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Services and Other. Additionally, during 2023 the Company reclassified all depreciation and amortization expense previously recorded in the operating expense line items of research and development, sales and marketing, and general and administrative expenses on the Consolidated Statement of Operations into a separate line labeled Depreciation and amortization. All prior periods have been reclassified to conform to the current period presentation for these changes.
Reverse Stock Split	*Reverse Stock Split* On January 24, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to January 24th was automatically converted into one-tenth (1/10) of a share of common stock. The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share instead were entitled to receive cash in lieu of such fractional share. The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding convertible notes entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities. All common share and per-share amounts in this Form 10-Q have been retroactively restated to reflect the effect of the Reverse Stock Split.
Liquidity	*Liquidity* During 2024, the Company entered into a series of agreements, as part of its overall capital structure management, to reduce its total debt and restructure its outstanding 3.25% convertible notes due 2025 (the “2025 Convertible Notes”), as follows: (1) Convertible Debt Repurchases and Exchanges Completed prior to September 30, 2024 (the “Completed Repurchases and Exchanges”): (a) the Company repurchased, for cash, all of the $45.9 million in principal amount of the 2025 Convertible Notes held by certain entities managed by Highbridge Capital Management, LLC (such entities, “Highbridge”), the second largest note holder as of the date of such purchase, at a discount of 30% to face value, plus accrued interest; (b) the Company repurchased, for cash, $3.0 million of principal amount of the 2025 Convertible Notes from a separate single holder at discount of 45% to face value, plus accrued interest; (c) the Company repurchased from a holder approximately $4.7 million of principal amount of the 2025 Convertible Notes in exchange for approximately 0.3 million shares of the Company’s Common Stock and warrants to purchase an aggregate of approximately 0.2 million shares of the Company’s Common Stock, plus accrued interest. See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants; (d) the Company repurchased from two related holders approximately $1.5 million in aggregate principal amount of the 2025 Convertible Notes in exchange for approximately 0.1 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.1 million shares of the Company’s common stock. See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants; (2) Short-Term Loan Agreement: to finance a portion of the Completed Repurchases and Exchanges, the Company agreed to a $19.5 million loan (“Short-Term Loan”) from (i) South Ocean Funding, LLC (“South Ocean”), which is an affiliate of Golden Harbor Ltd. (“Golden Harbor”), and Tavistock Financial, LLC, and (ii) certain participant lenders (the “Participating Lenders”). The Short-Term Loan was originally scheduled to mature on September 30, 2024 but maturity has subsequently been extended to November 30, 2024. Borrowings under the Short-Term Loan bear interest at 12.0% per annum. Upon any repayment or prepayment of the amounts borrowed under the Short-Term Loan (including at maturity), the Company will be required to pay an exit fee equal to 4.0% of the aggregate principal amount prepaid or repaid. See Note 5 – Debt below for further details regarding the Short-Term Loan; and (3) Convertible Debt Repurchases and Exchanges Completed Subsequent to September 30, 2024 (the “Subsequently Completed Repurchases and Exchanges”): On November 6, 2024 the Company completed the previously-announced privately-negotiated exchanges of $91.5 million in aggregate principal amount of the 2025 Convertible Notes held by certain holders of the 2025 Convertible Notes pursuant to binding term sheets that were previously entered into with such holders, including the binding term sheets entered into on June 28, 2024 with North Sound Partners and Golden Harbor Ltd. In connection with the Subsequently Completed Repurchases and Exchanges, the Company issued to these noteholders in concurrent private placement transactions an aggregate of (i) approximately 2.4 million shares of the Company’s Common Stock, (ii) approximately $40.9 million in principal amount of new senior secured notes due in 2029 (the “New Senior Secured Notes”), and (iii) warrants to purchase an aggregate of approximately 2.1 million shares of the Company’s Common Stock. See Note 12 – Subsequent Events below for further details regarding the Subsequently Completed Repurchases and Exchanges, including information about the warrants and New Senior Secured Notes issued in relation to these transactions. As of September 30, 2024, the Company had available cash and cash equivalents totaling $12.0 million. During the three-months ended September 30, 2024, the Company voluntarily prepaid $13.5 million of the outstanding principal balance under the Short-Term Loan Agreement, so that on September 30, 2024, the outstanding principal balance under the Short-Term Loan was $6.0 million. The 2025 Convertible Notes had a principal balance of $106.8 million as of September 30, 2024 and mature on May 1, 2025. Taking into account the Completed Repurchases and Exchanges and the Subsequently Completed Repurchases and Exchanges, the Company has subsequently repurchased and/or exchanged approximately $146.9 million, or 90.8%, of the face value of the 2025 Convertible Notes that was outstanding as of December 31, 2023. The Company generated positive cash flow from operations both for the year ended December 31, 2023 and in the nine months ended September 30, 2024. In April 2024, the Company received a $15.0 million upfront payment from a customer in connection with a two-year service contract. Based on the factors above, and to reduce financing costs, the Company voluntarily paid-off and terminated its Credit Facility (as defined below) effective April 18, 2024. These factors have had a positive impact on our liquidity. While the Company’s liquidity and financial results have had several positive developments recently, as noted above, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities. The Company’s ability to maintain profitable operations and continue to generate positive cash flows is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure. In order to effect the restructuring or refinancing of the Company’s obligations, or if events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives. During the previous two quarters, the Company had disclosed that there was substantial doubt about its ability to continue as a going concern within one year of the issuance dates of the quarterly reports on Form 10-Q for those quarters, primarily as a result of the outstanding balance and due date of the 2025 Convertible Notes. In performing this assessment for the current quarter, taking into account the Company’s liquidity position as a whole, including the repurchases and exchanges of 2025 Convertible Notes noted above, the liquidity anticipated to be provided from the sale of the Telematics Business, and cash inflows expected to be provided by its continuing operations, the Company has concluded that there is no longer substantial doubt about the Company’s ability to continue as a going concern within one year of issuance of these financial statements.

- Definition

Disclosure of accounting policy for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Section 55
-Paragraph 47
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 29
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

+ Details

Share-based Compensation - Activity (Details)	9 Months Ended
Share-based Compensation - Activity (Details)	Sep. 30, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding - beginning balance (in shares)	545,872
Granted (in shares)	44,250
Exercised (in shares)	(333)
Cancelled (in shares)	(271,438)
Outstanding - ending balance (in shares)	318,351
Exercisable - ending balance (in shares)	196,498
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-vested - beginning balance (in shares)	203,008
Granted (in shares)	1,105,362
Vested (in shares)	(154,983)
Forfeited (in shares)	(14,749)
Non-vested - ending balance (in shares)	1,138,638

Debt - 2025 Convertible Notes (Details) - 2025 Notes [Member] - Convertible Debt [Member] - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Principal	$ 106,824,000	$ 161,898,000
Add: fair value of embedded derivative	0	0
Less: unamortized debt discount	(320,000)	(1,106,000)
Less: unamortized issuance costs	(254,000)	(880,000)
Net carrying amount	$ 106,250,000	$ 159,912,000

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Financial Statement Details

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Details

Note 3. Financial Statement Details

Inventories

Inventories consist of the following (in thousands):

Schedule of Inventories
	September 30, 2024		December 31, 2023
Finished goods	$	17,796	$	18,939
Raw materials and components		322		1,616
Total inventories	$	18,118	$	20,555

Prepaid expenses and other

Prepaid expenses and other consists of the following (in thousands):

Schedule of Prepaid Expenses and Other
	September 30, 2024		December 31, 2023
Rebate receivables	$	1,407	$	1,950
Receivables from contract manufacturers		716		1,823
Software licenses		770		504
Other		734		660
Total prepaid expenses and other	$	3,627	$	4,937

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	September 30, 2024		December 31, 2023
Royalties	$	968	$	845
Payroll and related expenses		7,778		3,608
Professional fees		–		–
Accrued interest		2,042		1,038
Deferred revenue		9,212		2,717
Operating lease liabilities		1,303		1,226
Accrued contract manufacturing liabilities		5,049		7,537
Other		4,795		4,078
Total accrued expenses and other current liabilities	$	31,147	$	21,049

Other long-term liabilities

Other long-term liabilities consist of the following (in thousands):

Schedule of Other Long-term Liabilities
	September 30, 2024		December 31, 2023
Long-term deferred revenue	$	6,352	$	1,704
Other		147		647
Total other long-term liabilities	$	6,499	$	2,351

As of September 30, 2024, of the $6.4 million long-term deferred revenue balance, $5.9 million relates to performance obligations expected to be satisfied between one and 2two years, and $0.5 million relates to performance obligations expected to be satisfied between two and 3three years from September 30, 2024.

Financial Statement Details - Other Long-term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Long-term deferred revenue	$ 6,352	$ 1,704
Other	147	647
Total other long-term liabilities	$ 6,499	$ 2,351

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Note 5. Debt

Short-Term Loan

On June 28, 2024, the Company entered into a Loan and Security Agreement (the “Short-Term Loan Agreement”), among South Ocean, as lender (“Lender”), the Participating Lenders, the Company, as borrower, and two of the Company’s wholly-owned subsidiaries, Inseego Wireless, Inc. and Inseego North America LLC as guarantors (collectively, the “Guarantors,” and together with the Company, the “Loan Parties”). The Loan Agreement establishes the Short-Term Loan.

The Company’s obligations under the Short-Term Loan Agreement are guaranteed by the Guarantors. Subject to the requirements of the Short-Term Loan Agreement, certain of the Company’s other subsidiaries may become guarantors and Loan Parties of the Loan Agreement after closing. The Loan Parties’ obligations under the Loan Agreement are secured by a continuing security interest in substantially all property of each Loan Party, subject to certain excluded collateral, as defined in the Short-Term Loan Agreement.

The Short-Term Loan was originally scheduled to mature on September 30, 2024 but maturity has subsequently been extended to November 30, 2024. Borrowings under the Short-Term Loan bear interest at 12.0% per annum. Upon any repayment or prepayment of the amounts borrowed under the Short-Term Loan (including at maturity), the Company is required to pay an exit fee equal to 4.0% of the aggregate principal amount prepaid or repaid.

The Short-Term Loan Agreement contains certain customary covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments. The Short-Term Loan Agreement contains certain customary provisions with respect to the definition of, and remedies with respect to, events of default.

Also on June 28, 2024, as part of the Short-Term Loan Agreement, the Participating Lenders contributed an aggregate of $3.0 million of participation interests in the Short-Term Loan Agreement (the “Participation Interests”). The Participating Lenders consist of Philip Brace, the Company’s Executive Chairman, who acquired a $1.0 million Participation Interest, and North Sound Ventures, LP, which acquired a $2.0 million Participation Interest in the $19.5 million Loan. As of the date hereof, affiliates of each of the Lender and North Sound Ventures, LP may be deemed to beneficially own more than 5% of the Company’s outstanding Common Stock. James B. Avery, a member of the Company’s Board of Directors, currently serves as Senior Managing Director of Tavistock Group, an affiliate of the Lender. Accordingly, the Lender and the Participating Lenders are considered related parties of the Company.

In connection with entering into the Short-Term Loan Agreement, the Company paid an arrangement and administration fee of $0.2 million to the Lender (the “Loan Costs”). Additionally in connection with the Short-Term Loan Agreement, the Company issued to the Lender and the Participating Lenders warrants (the “Loan Warrants”) to purchase an aggregate of 550,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). See Note 8 – Stockholders' Equity (Deficit) for further details regarding the Loan Warrants.

The gross proceeds received under the Short-Term Loan Agreement, along with the Loan Costs, were allocated between the Short-Term Loan and the Loan Warrants based on their relative fair values at issuance.

During the three-months ended September 30, 2024, the Company voluntarily prepaid $13.5 million of the outstanding principal balance under the Short-Term Loan Agreement, so that as of September 30, 2024, the outstanding principal balance under the Short-Term Loan Agreement was $6.0 million. The debt discount originally recorded as a result of the allocation of the net proceeds between the Short-Term Loan and the Loan Warrants of $3.3 million was fully amortized to interest expense during the months ended September 30, 2024. As a result, the amount recorded in the Condensed Consolidated Balance Sheets as of September 30, 2024 is solely comprised of the principal balance outstanding.

2025 Convertible Notes

In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of the 2025 Convertible Notes. After taking into account exchanges and redemptions occurring in prior periods, the outstanding principal balance of the 2025 Convertible Notes was $106.8 million and $161.9 million as of September 30, 2024 and December 31, 2023, respectively.

The 2025 Convertible Notes were issued under an indenture, dated May 12, 2020 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated May 12, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

The 2025 Convertible Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.25%, payable semi-annually in arrears on May 1 and November 1 of each year.

Holders of the 2025 Convertible Notes may convert the 2025 Convertible Notes into shares of the Company’s common stock (together with cash in lieu of any fractional share), at their option, at any time until the close of business on the scheduled trading day immediately before the maturity date. Upon conversion of the 2025 Convertible Notes, the Company will deliver for each $1,000 principal amount of 2025 Convertible Notes converted a number of shares of the Company’s common stock (together with cash in lieu of any fractional share), equal to the conversion rate.

As of September 30, 2024, the conversion rate for the 2025 Convertible Notes is 7.92896 shares of common stock per $1,000 principal amount of 2025 Convertible Notes, which represents a conversion price of approximately $126.12 per share, and is subject to adjustment upon the occurrence of certain events, including, but not limited to, certain stock dividends, splits and combinations, the issuance of certain rights, options or warrants to holders of the common stock, certain distributions of assets, debt securities, capital stock or other property to holders of the common stock, cash dividends on the common stock and certain Company tender or exchange offers.

If a fundamental change (as defined in the Indenture) occurs at any time prior to the maturity date, then the noteholders may require the Company to repurchase their 2025 Convertible Notes at a cash repurchase price equal to the principal amount of the 2025 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. If a make-whole fundamental change (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time.

The 2025 Convertible Notes are be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 6, 2023 through the last scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, as long as the last reported sale price per share of the common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice.

The Indenture contains customary events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the holders of the 2025 Convertible Notes representing at least 25% in aggregate principal amount of the outstanding 2025 Convertible Notes, by notice to the Company and the Trustee, may declare 100% of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Convertible Notes to be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Convertible Notes will automatically become immediately due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 360 days after such event of default, consist exclusively of the right to receive additional interest on the 2025 Convertible Notes.

Interest make-whole payment

The 2025 Convertible Notes also include an interest make-whole payment feature whereby if the last reported sale price of the Company’s common stock for each of the five trading days immediately preceding a conversion date is greater than or equal to $105.10, the Company will, in addition to the other consideration payable or deliverable in connection with such conversion, make an interest make-whole payment to the converting holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the 2025 Convertible Notes to be converted had such notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date. The present values will be computed using a discount rate equal to 1%. The Company will satisfy its obligation to pay the interest make-whole payment, at its election, in cash or shares of common stock (together with cash in lieu of fractional shares). The Company has determined that this feature is an embedded derivative and has recognized the fair value of this derivative as a liability in the consolidated balance sheets, with subsequent changes to fair value to be recorded at each reporting period on the consolidated statement of operations in other income, net. See Note 4 – Fair Value Measurements, for more information on this derivative liability.

2025 Convertible Note Repurchases and Exchanges

On May 24, 2024, the Company entered into a repurchase agreement with a single holder of the 2025 Convertible Notes, resulting in the settlement of $3.0 million of outstanding principal at a purchase price of 55% of par. The repurchase price was equal to the aggregate principal amount at 55% of par, plus accrued and unpaid interest up to, but excluding, the repurchase date. The total repurchase payment was $1.7 million. The repurchase resulted in a gain of $1.3 million, net of costs incurred directly with executing the transaction, recorded within gain (loss) on debt restructurings, net in the nine months ended September 30, 2024 on the condensed consolidated statement of operations.

On June 28, 2024, the Company agreed to purchase, for cash, all of the $45.9 million in face value of the 2025 Convertible Notes held by Highbridge, then the second largest noteholder, at a discount of 30% to face value. This transaction closed in July 2024 and resulted in a gain of $13.4 million recorded within gain (loss) on debt restructurings, net in the nine months ended September 30, 2024 on the condensed consolidated statement of operations.

On July 18, 2024, the Company entered into an agreement with a holder of approximately $4.7 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holder’s 2025 Convertible Notes in exchange for approximately 0.3 million shares of the Company’s Common Stock and warrants to purchase an aggregate of approximately 0.2 million shares of the Company’s Common Stock, plus accrued interest. See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants.

On August 2, 2024, the Company entered into an agreement with two related holders of approximately $1.5 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holders’ 2025 Convertible Notes in exchange for approximately 0.1 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.1 million shares of the Company’s common stock. See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants.

As a result of the July 18 and August 2, 2024 repurchases, the Company recorded a loss of $1.0 million within gain (loss) on debt restructurings, net in the three and nine months ended September 30, 2024 on the condensed consolidated statement of operations

As of September 30, 2024 and December 31, 2023, $106.8 million and $161.9 million of principal amount of the 2025 Convertible Notes was outstanding, respectively, $80.4 million of which was held by related parties.

The 2025 Convertible Notes consist of the following (in thousands):

Schedule of Net Carrying Amount of Debt
	September 30, 2024			December 31, 2023
Principal	$	106,824		$	161,898
Add: fair value of embedded derivative		–		$	–
Less: unamortized debt discount		(320	)	$	(1,106	)
Less: unamortized issuance costs		(254	)	$	(880	)
Net carrying amount	$	106,250		$	159,912

The effective interest rate of the liability component of the 2025 Convertible Notes was 4.17% and 4.23% for the three months ended September 30, 2024 and 2023, respectively, and 4.17% and 4.27% for the nine months ended September 30, 2024 and 2023, respectively.

The following table sets forth total interest expense recognized related to the 2025 Convertible Notes (in thousands):

Schedule of Interest Expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Contractual interest expense	$	879	$	1,315	$	3,499	$	3,946
Amortization of debt discount	$	138	$	207		550		621
Amortization of debt issuance costs	$	110	$	165		438		494
Total interest expense	$	1,127	$	1,687	$	4,487	$	5,061

The contractual interest expense on the 2025 Convertible Notes recorded within interest expense, net on the consolidated statements of operations attributable to related parties was $0.7 million in the three months ended September 30, 2024 and 2023 and $2.0 million in the nine months ended September 30, 2024 and 2023. As of September 30, 2024 and December 31, 2023, accrued interest due to related parties of $1.1 million and $0.4 million was included within accrued expenses and other current liabilities on the condensed consolidated balance sheets, respectively.

Asset-backed Revolving Credit Facility

In August 2022, the Company entered into a Loan and Security Agreement (as subsequently amended, the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), a subsidiary of the Company, and Inseego North America LLC, an Oregon limited liability company and indirect subsidiary of the Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Credit Facility Parties”).

The Credit Agreement established a secured asset-backed revolving credit facility which was comprised of a maximum $50 million revolving credit facility (“Credit Facility”), with a minimum borrowing amount for interest calculations of $4.5 million upon execution of the Credit Agreement. Availability under the Credit Facility was determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers. Outstanding amounts exceeding the borrowing base were to be repaid immediately. The Borrowers’ obligations under the Credit Agreement were guaranteed by the Company. The Credit Facility Parties’ obligations under the Credit Agreement were secured by a continuing security interest in all property of each Credit Facility Party, subject to certain Excluded Collateral (as defined in the Credit Agreement).

On May 2, 2023, (1) two related parties, South Ocean Funding, LLC and North Sound Ventures, LP (collectively, the “Credit Facility Participants”) collectively purchased a $4.0 million last-out subordinated participation interest in the Credit Agreement (the “Credit Facility Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base under the Credit Facility by $4.0 million, increased the minimum borrowing amount for interest calculations to $8.5 million, and modified certain covenants. In connection with the purchase of the Credit Facility Participation Interest, we agreed to pay the Credit Facility Participants an aggregate exit fee (the “Exit Fee”) ranging from 7.5% to 12.5% of the amount of the Credit Facility Participation Interest, payable upon the earlier to occur of (a) the maturity date of the Credit Facility, (b) termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Credit Facility, and (c) the early redemption of the Credit Facility Participation Interest, as applicable. Further, the purchase of the Credit Facility Participation Interest granted an option for the Credit Facility Participants to purchase the subject revolving loan or to redeem its Credit Facility Participation Interest under certain circumstances. The Credit Facility Participants are each affiliates of beneficial holders of greater than five percent of our outstanding common stock.

Effective April 18, 2024, the Company exercised its right to voluntarily pay-off and terminate the Credit Facility. As a result of the termination, the Company paid the outstanding balance and related termination fees on the Credit Facility of approximately $3.0 million. The Company also paid the Exit Fee in the aggregate amount of $0.4 million to the Credit Facility Participants. South Ocean Funding, LLC is an affiliate of Golden Harbor, Ltd. and North Sound Ventures, LP is an affiliate of North Sound Management, Inc. As of April 18, 2024, each of Golden Harbor, Ltd. and North Sound Management, Inc. were beneficial owners of in excess of 5% of the Company’s outstanding common stock. As a result of the voluntary pay-off, the Company recorded a loss on extinguishment of debt of $0.8 million within other (expense) income, net on the condensed consolidated statements of operations during the nine months ended September 30, 2024.

The effective interest rate of the average outstanding balance for the Credit Facility was 36.1%, which includes 8.3% related to amortization of original issuance costs, and 58.7%, which includes 27.3% related to amortization of original issuance costs, for the nine months ended September 30, 2024 and 2023, respectively. The following table sets forth total interest expense recognized related to the Credit Facility (in thousands):

Schedule of Interest Expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Contractual interest expense	$	–	$	587	$	312	$	810
Amortization of debt issuance costs		–		472		117		705
Total interest expense	$	–	$	1,059	$	429	$	1,515

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Financial Statement Details (Details Narrative) $ in Millions	Sep. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, amount	$ 5.9
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation, amount	$ 0.5
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 years

Fair Value Measurements (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Fair Value Measurements (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Financial liabilities fair value	$ 0		$ 0		$ 0
Gain on change in fair value of embedded derivative	$ 0	$ 0	$ 0	$ 0

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4. Fair Value Measurements

The Company’s only financial instrument measured at fair value on a recurring basis is its interest make-whole payment derivative liability on its 2025 Convertible Notes (see Note 5 – Debt). The fair value of that liability was zero as of both September 30, 2024 and December 31, 2023.

The fair value of the interest make-whole payment derivative liability was determined using a Monte Carlo model using the following key assumptions:


	September 30, 2024	December 31, 2023
Volatility	90.80 %	77.00 %
Stock price	$16.33 per share	$2.20 per share
Credit spread	17.08 %	92.20 %
Term	0.59 years	1.34 years
Dividend yield	– %	– %
Risk-free rate	4.31 %	4.60 %

There was no change in the fair value of the interest make-whole liability for the three and nine months ended September 30, 2024 or September 30, 2023.

Other Financial Instruments

The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 2025 Convertible Notes. The 2025 Convertible Notes are carried at amortized cost, adjusted for changes in the fair value of the embedded derivative.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value Valuation Model and Assumptions


	September 30, 2024	December 31, 2023
Volatility	90.80 %	77.00 %
Stock price	$16.33 per share	$2.20 per share
Credit spread	17.08 %	92.20 %
Term	0.59 years	1.34 years
Dividend yield	– %	– %
Risk-free rate	4.31 %	4.60 %

Geographic Information and Concentrations of Risk (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Customer One [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Revenue, Major Customer [Line Items]
Concentration percentage	38.60%	41.30%	43.30%	36.80%
Customer One [Member] \| Credit Concentration Risk [Member] \| Accounts Receivable [Member]
Revenue, Major Customer [Line Items]
Concentration percentage			42.40%		51.90%
Customer Two [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Revenue, Major Customer [Line Items]
Concentration percentage	36.70%	34.80%	31.90%	33.50%
Customer Two [Member] \| Credit Concentration Risk [Member] \| Accounts Receivable [Member]
Revenue, Major Customer [Line Items]
Concentration percentage			24.00%		12.70%
Customer Three [Member] \| Credit Concentration Risk [Member] \| Accounts Receivable [Member]
Revenue, Major Customer [Line Items]
Concentration percentage			20.90%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Revenues:

Total revenues

$ 54,032

$ 41,357

$ 143,157

$ 131,367

Cost of revenues:

Total cost of revenues

35,232

43,522

92,304

104,934

Gross profit (loss)

18,800

(2,165)

50,853

26,433

Operating costs and expenses:

Research and development

5,176

5,200

15,032

14,369

Sales and marketing

4,125

3,893

12,176

13,703

General and administrative

4,822

3,429

12,695

12,326

Depreciation and amortization

3,154

3,848

10,098

13,125

Impairment of capitalized software

507

611

927

1,115

Total operating costs and expenses

17,784

16,981

50,928

54,638

Operating income (loss)

1,016

(19,146)

(75)

(28,205)

Other (expense) income:

Interest expense, net

(5,731)

(2,894)

(9,686)

(6,910)

Loss on extinguishment of revolving credit facility

(788)

Gain on debt restructurings, net

12,366

13,690

Other income (expense), net

(72)

(864)

Income (Loss) before income taxes

7,579

(21,995)

2,277

(35,065)

Income tax provision

171

Income (Loss) from continuing operations

7,543

(22,025)

2,106

(35,109)

Income from discontinued operations (net of income tax provision (benefit) of $266, $(46), $674, and $555, respectively)

1,426

220

3,032

3,263

Net income (loss)

8,969

(21,805)

5,138

(31,846)

Preferred stock dividends

(827)

(756)

(2,425)

(2,218)

Net income (loss) attributable to common stockholders

$ 8,142

$ (22,561)

$ 2,713

$ (34,064)

Basic

Continuing operations

$ 0.54

$ (1.95)

$ (0.03)

$ (3.33)

Discontinued operations

0.12

0.02

0.25

0.29

Basic earnings per share (*)

^[1]

0.66

(1.93)

0.23

(3.03)

Diluted

Continuing operations

(0.16)

(1.95)

(0.03)

(3.33)

Discontinued operations

0.11

0.02

0.25

0.29

Diluted earnings per share (*)

^[1]

$ (0.06)

$ (1.93)

$ 0.23

$ (3.03)

Weighted-average shares used in computation of net earnings (loss) per share

Basic (*)

^[1]

12,336,503

11,696,755

12,036,989

11,224,722

Diluted (*)

^[1]

13,218,293

11,696,755

12,036,989

11,224,722

Other comprehensive loss:

Foreign currency translation adjustment

$ (1,292)

$ (433)

$ (1,385)

$ (958)

Comprehensive income (loss)

7,677

(22,238)

3,753

(32,804)

Mobile Solutions [Member]

Revenues:

Total revenues

32,282

22,534

73,431

64,469

Fixed Wireless Access Solutions [Member]

Revenues:

Total revenues

9,723

11,114

37,222

42,489

Product [Member]

Revenues:

Total revenues

42,005

33,648

110,653

106,958

Cost of revenues:

Total cost of revenues

33,592

42,788

86,812

101,375

Services And Other [Member]

Revenues:

Total revenues

12,027

7,709

32,504

24,409

Cost of revenues:

Total cost of revenues

$ 1,640

$ 734

$ 5,492

$ 3,559

[1]	Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1. Rounding may affect summation.

Discontinued Operations and Held for Sale

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Held for Sale

Note 2. Discontinued Operations and Held for Sale

As noted in Note 1 – Nature of Business and Significant Accounting Policies, on September 16, 2024, the Company entered into the Purchase Agreement to sell its Telematics Business. As a result, within these condensed consolidated financial statements, the assets and liabilities associated with the Telematics Business disposal group have been classified as held for sale within the Condensed Consolidated Balance Sheet and its operations have been classified as discontinued operations within the Condensed Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes Income from discontinued operations, net of tax included in the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Services and other revenues	$	7,862	$	7,226		$	22,895	$	21,567
Services and other cost of revenues		3,222		3,166			9,876		9,022
Gross profit from discontinued operations		4,640		4,060			13,019		12,545
Operating costs and expenses:
Research and development		293		473			967		1,345
Sales and marketing		1,289		1,255			3,625		3,698
General and administrative		1,884		1,146			4,799		3,404
Depreciation and amortization		360		392			1,060		1,112
Total operating costs and expenses		3,826		3,266			10,451		9,559
Operating income from discontinued operations		814		794			2,568		2,986
Other (expense) income:
Interest income, net		3		3			10		8
Other income (expense), net		875		(623	)		1,128		824
Income from discontinued operations before income taxes		1,692		174			3,706		3,818
Income tax provision (benefit)		266		(46	)		674		555
Income from discontinued operations, net of tax	$	1,426	$	220		$	3,032	$	3,263

The following table summarizes the held for sale assets and liabilities included in the Condensed Consolidated Balance Sheet (in thousands):


	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	2,775	$	5,110
Accounts receivable, net		4,803		4,414
Inventories		2,092		2,325
Prepaid expenses and other		380		274
Current assets held for sale (*)		10,050		12,123
Non-current assets:
Property, plant and equipment, net		323		369
Rental assets, net		4,932		5,083
Intangible assets, net		990		1,422
Goodwill		17,973		17,973
Operating lease right-of-use assets		1,503		1,390
Non-current assets held for sale (*)		25,721		26,237
Total assets held for sale (*)	$	35,771	$	38,360
LIABILITIES
Current liabilities:
Accounts payable	$	1,650	$	1,387
Accrued expenses and other current liabilities		6,410		5,973
Current liabilities held for sale (*)		8,060		7,360
Long-term liabilities:
Operating lease liabilities		1,335		1,067
Deferred tax liabilities, net		600		568
Other long-term liabilities		5		9
Non-current liabilities held for sale (*)		1,940		1,644
Total liabilities held for sale (*)	$	10,000	$	9,004

(*) Assets and liabilities of the held for sale Telematics Business are presented as current in the Condensed Consolidated Balance Sheet at September 30, 2024, as the Company expects to complete the disposition within one year.

As permitted under ASC 205-20-50-5b(2), the Company has elected not to adjust the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 to exclude cash flows attributable to discontinued operations. The table below sets forth, for the periods presented, significant selected financial information related to discontinued activities included in the accompanying condensed consolidated financial statements (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Non-cash items included in net (loss) income:
Depreciation and amortization	$	969		$	1,032		$	2,921		$	2,867
Share-based compensation	$	35		$	144		$	101		$	390
Cash flows from investing activities:
Purchases of property, plant and equipment	$	(14	)	$	(173	)	$	(17	)	$	(334	)
Non-cash investing activities:
Transfer of inventories to rental assets	$	698		$	412		$	2,043		$	1,077
Right-of-use assets obtained in exchange for operating leases liabilities	$	362		$	93		$	508		$	1,030

Cover	9 Months Ended
Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	INSEEGO CORP.
Entity Central Index Key	0001022652
Entity Tax Identification Number	81-3377646
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9710 Scranton Road, Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	812-3400
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10. Commitments and Contingencies

Noncancellable Purchase Obligations

The Company typically enters into commitments with its contract manufacturers that require future purchases of goods or services in the three to four quarters following the balance sheet date. Such commitments are noncancellable (“noncancellable purchase obligations”). As of September 30, 2024, future payments under these noncancellable purchase obligations were approximately $64.3 million.

Legal

The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company is regularly required to directly or indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition.

Indemnification

In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe upon third-party patents or other intellectual property rights. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)
shares in Thousands, $ in Thousands

Preferred Stock [Member]

Common Stock [Member]

Additional Paid-in Capital [Member]

^[1]

Retained Earnings [Member]

AOCI Attributable to Parent [Member]

Total

Beginning balance, value at Dec. 31, 2022

$ 11

^[1]

$ 793,952

$ (857,751)

$ (6,330)

$ (70,118)

Beginning balance (in shares) at Dec. 31, 2022

10,847

^[1]

Net income

^[1]

(31,846)

Foreign currency translation adjustment

^[1]

(958)

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld

^[1]

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld (in shares)

^[1]

Issuance of common shares in connection with a public offering, net of issuance costs

$ 1

^[1]

6,057

6,058

Issuance of common shares in connection with a public offering, net of issuance costs (in shares)

^[1]

804

Share-based compensation

^[1]

6,030

Preferred stock dividends

^[1]

2,218

(2,218)

Ending balance, value at Sep. 30, 2023

$ 12

^[1]

808,308

(891,815)

(7,288)

(90,783)

Ending balance (in shares) at Sep. 30, 2023

11,703

^[1]

Beginning balance, value at Jun. 30, 2023

$ 12

^[1]

805,282

(869,254)

(6,855)

(70,815)

Beginning balance (in shares) at Jun. 30, 2023

11,687

^[1]

Net income

^[1]

(21,805)

Foreign currency translation adjustment

^[1]

(433)

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld

^[1]

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld (in shares)

^[1]

Issuance of common shares in connection with a public offering, net of issuance costs

^[1]

Share-based compensation

^[1]

2,267

Preferred stock dividends

^[1]

756

(756)

Ending balance, value at Sep. 30, 2023

$ 12

^[1]

808,308

(891,815)

(7,288)

(90,783)

Ending balance (in shares) at Sep. 30, 2023

11,703

^[1]

Beginning balance, value at Dec. 31, 2023

$ 12

^[1]

810,138

(906,928)

(5,327)

(102,105)

Beginning balance (in shares) at Dec. 31, 2023

11,879

^[1]

Net income

^[1]

5,138

Foreign currency translation adjustment

^[1]

(1,385)

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld

^[1]

207

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld (in shares)

^[1]

177

Share-based compensation

^[1]

2,815

Preferred stock dividends

^[1]

2,425

(2,425)

Issuance of common stock in connection with debt restructurings

$ 1

^[1]

4,924

4,925

Issuance of common stock in connection with debt restructurings (in shares)

^[1]

487

Issuance of common stock warrants in connection with debt restructurings

^[1]

5,342

Ending balance, value at Sep. 30, 2024

$ 13

^[1]

825,851

(904,215)

(6,712)

(85,063)

Ending balance (in shares) at Sep. 30, 2024

12,543

^[1]

Beginning balance, value at Jun. 30, 2024

$ 12

^[1]

816,002

(912,357)

(5,420)

(101,763)

Beginning balance (in shares) at Jun. 30, 2024

11,910

^[1]

Net income

^[1]

8,969

Foreign currency translation adjustment

^[1]

(1,292)

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld

^[1]

213

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld (in shares)

^[1]

146

Share-based compensation

^[1]

1,229

Preferred stock dividends

^[1]

827

(827)

Issuance of common stock in connection with debt restructurings

$ 1

^[1]

4,924

4,925

Issuance of common stock in connection with debt restructurings (in shares)

^[1]

487

Issuance of common stock warrants in connection with debt restructurings

^[1]

2,656

Ending balance, value at Sep. 30, 2024

$ 13

^[1]

$ 825,851

$ (904,215)

$ (6,712)

$ (85,063)

Ending balance (in shares) at Sep. 30, 2024

12,543

^[1]

[1]	Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1

Financial Statement Details (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Inventories

Schedule of Inventories
	September 30, 2024		December 31, 2023
Finished goods	$	17,796	$	18,939
Raw materials and components		322		1,616
Total inventories	$	18,118	$	20,555

Schedule of Prepaid Expenses and Other

Schedule of Prepaid Expenses and Other
	September 30, 2024		December 31, 2023
Rebate receivables	$	1,407	$	1,950
Receivables from contract manufacturers		716		1,823
Software licenses		770		504
Other		734		660
Total prepaid expenses and other	$	3,627	$	4,937

Schedule of Accrued Expenses and Other Current Liabilities


	September 30, 2024		December 31, 2023
Royalties	$	968	$	845
Payroll and related expenses		7,778		3,608
Professional fees		–		–
Accrued interest		2,042		1,038
Deferred revenue		9,212		2,717
Operating lease liabilities		1,303		1,226
Accrued contract manufacturing liabilities		5,049		7,537
Other		4,795		4,078
Total accrued expenses and other current liabilities	$	31,147	$	21,049

Schedule of Other Long-term Liabilities

Schedule of Other Long-term Liabilities
	September 30, 2024		December 31, 2023
Long-term deferred revenue	$	6,352	$	1,704
Other		147		647
Total other long-term liabilities	$	6,499	$	2,351

Discontinued Operations and Held for Sale - Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Current assets held for sale (*)	$ 35,771	$ 12,123
Non-current assets:
Non-current assets held for sale (*)	0	26,237
Current liabilities:
Current liabilities held for sale (*)	10,000	7,360
Long-term liabilities:
Non-current liabilities held for sale (*)	0	1,644
Discontinued Operations, Held-for-Sale [Member] \| Telematics Business [Member]
Current assets:
Cash and cash equivalents	2,775	5,110
Accounts receivable, net	4,803	4,414
Inventories	2,092	2,325
Prepaid expenses and other	380	274
Current assets held for sale (*)	10,050	12,123
Non-current assets:
Property, plant and equipment, net	323	369
Rental assets, net	4,932	5,083
Intangible assets, net	990	1,422
Goodwill	17,973	17,973
Operating lease right-of-use assets	1,503	1,390
Non-current assets held for sale (*)	25,721	26,237
Total assets held for sale (*)	35,771	38,360
Current liabilities:
Accounts payable	1,650	1,387
Accrued expenses and other current liabilities	6,410	5,973
Current liabilities held for sale (*)	8,060	7,360
Long-term liabilities:
Operating lease liabilities	1,335	1,067
Deferred tax liabilities, net	600	568
Other long-term liabilities	5	9
Non-current liabilities held for sale (*)	1,940	1,644
Total liabilities held for sale (*)	$ 10,000	$ 9,004

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ 5,138	$ (31,846)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	13,242	16,270
Loss on extinguishment of revolving credit facility	788	0
Gain on debt restructurings, net	(13,690)	0
Provision for expected credit losses	(231)	612
Impairment of capitalized software	927	1,115
Provision for excess and obsolete inventory	901	7,011
Impairment of operating lease right-of-use assets	139	0
Share-based compensation expense	2,815	6,030
Amortization of debt discount and debt issuance costs	4,435	2,048
Deferred income taxes	9	177
Non-cash operating lease expense	1,218	437
Other	6	0
Changes in assets and liabilities:
Accounts receivable	2,432	7,703
Inventories	(274)	7,685
Prepaid expenses and other assets	1,887	1,479
Accounts payable	12,284	1,162
Accrued expenses and other liabilities	14,683	2,561
Operating lease liabilities	(1,334)	(41)
Net cash provided by operating activities	45,375	22,403
Cash flows from investing activities:
Purchases of property, plant and equipment	(46)	(403)
Additions to capitalized software development costs and purchases of intangible assets	(3,608)	(6,114)
Net cash used in investing activities	(3,654)	(6,517)
Cash flows from financing activities:
Payments related to repurchases of 2025 Convertible Notes	(33,781)	0
Proceeds from issuance of short-term loan and warrants, net of issuance costs	19,350	0
Proceeds from a public offering of equity, net of issuance costs	0	6,057
Principal payments on financed assets	0	(360)
Net repayments on revolving credit facility	(4,882)	(7,851)
Repayments on short-term loan	(13,500)	0
Other financing activities	2	128
Net cash used in financing activities	(32,811)	(2,026)
Effect of exchange rates on cash	(1,682)	(2,057)
Net increase in cash and cash equivalents	7,228	11,803
Cash, cash equivalents and restricted cash from continuing operations, beginning of period	2,409	3,241
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period	5,110	3,902
Cash and cash equivalents, beginning of period	7,519	7,143
Cash, cash equivalents and restricted cash from continuing operations, end of period	11,972	14,424
Cash, cash equivalents and restricted cash from discontinued operations, end of period	2,775	4,522
Cash and cash equivalents, end of period	14,747	18,946
Cash paid during the year for:
Interest	4,283	3,336
Income taxes	269	217
Supplemental disclosures of non-cash investing and financing activities:
Transfer of inventories to rental assets	2,043	1,077
Capital expenditures financed through accounts payable or accrued liabilities	262	7,216
Equity value issued in exchange for 2025 Convertible Notes	7,088	0
Right-of-use assets obtained in exchange for operating leases liabilities	$ 508	$ 1,030

Discontinued Operations and Held for Sale (Tables)

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Condensed Consolidated Statements of Operations and Comprehensive Income


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Services and other revenues	$	7,862	$	7,226		$	22,895	$	21,567
Services and other cost of revenues		3,222		3,166			9,876		9,022
Gross profit from discontinued operations		4,640		4,060			13,019		12,545
Operating costs and expenses:
Research and development		293		473			967		1,345
Sales and marketing		1,289		1,255			3,625		3,698
General and administrative		1,884		1,146			4,799		3,404
Depreciation and amortization		360		392			1,060		1,112
Total operating costs and expenses		3,826		3,266			10,451		9,559
Operating income from discontinued operations		814		794			2,568		2,986
Other (expense) income:
Interest income, net		3		3			10		8
Other income (expense), net		875		(623	)		1,128		824
Income from discontinued operations before income taxes		1,692		174			3,706		3,818
Income tax provision (benefit)		266		(46	)		674		555
Income from discontinued operations, net of tax	$	1,426	$	220		$	3,032	$	3,263

Schedule of Condensed Consolidated Balance Sheet


	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	2,775	$	5,110
Accounts receivable, net		4,803		4,414
Inventories		2,092		2,325
Prepaid expenses and other		380		274
Current assets held for sale (*)		10,050		12,123
Non-current assets:
Property, plant and equipment, net		323		369
Rental assets, net		4,932		5,083
Intangible assets, net		990		1,422
Goodwill		17,973		17,973
Operating lease right-of-use assets		1,503		1,390
Non-current assets held for sale (*)		25,721		26,237
Total assets held for sale (*)	$	35,771	$	38,360
LIABILITIES
Current liabilities:
Accounts payable	$	1,650	$	1,387
Accrued expenses and other current liabilities		6,410		5,973
Current liabilities held for sale (*)		8,060		7,360
Long-term liabilities:
Operating lease liabilities		1,335		1,067
Deferred tax liabilities, net		600		568
Other long-term liabilities		5		9
Non-current liabilities held for sale (*)		1,940		1,644
Total liabilities held for sale (*)	$	10,000	$	9,004

Schedule of Condensed Consolidated Statements of Cash Flows


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Non-cash items included in net (loss) income:
Depreciation and amortization	$	969		$	1,032		$	2,921		$	2,867
Share-based compensation	$	35		$	144		$	101		$	390
Cash flows from investing activities:
Purchases of property, plant and equipment	$	(14	)	$	(173	)	$	(17	)	$	(334	)
Non-cash investing activities:
Transfer of inventories to rental assets	$	698		$	412		$	2,043		$	1,077
Right-of-use assets obtained in exchange for operating leases liabilities	$	362		$	93		$	508		$	1,030

Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders' Equity (Deficit)

Note 8. Stockholders' Equity (Deficit)

Loan Warrants

As noted in Note 5 – Debt, on June 28, 2024 in connection with the Short-Term Loan Agreement, the Company agreed to issue to the Lender and the Participating Lenders Loan Warrants to purchase an aggregate of 550,000 shares of the Company’s Common Stock. The Loan Warrants have an exercise price of $12.12 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The Loan Warrants will expire on June 28, 2028, are exercisable on a cash basis, and contain customary registration rights with respect to the shares of Common Stock issuable upon exercise of the Loan Warrants. As of September 30, 2024, none of the Loan Warrants have been exercised.

The proceeds from the Short-Term Loan Agreement, along with the related Loan Costs incurred, were allocated to the Loan Warrants and Short-Term Loan based on their relative fair values. This allocation resulted in the Warrants having a net value of $3.2 million that the Company recorded within Additional Paid-In Capital within the Company’s Condensed Consolidated Statements of Stockholders’ Deficit.

2025 Convertible Note Repurchases

As discussed in Note 5 – Debt, on July 18, 2024, the Company entered into an agreement with a holder of approximately $4.7 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holder’s 2025 Convertible Notes in exchange for approximately 0.3 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.2 million shares of the Company’s common stock, plus accrued interest. The warrants have an exercise price of $13.37, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.

As discussed in Note 5 – Debt, on August 2, 2024, the Company entered into an agreement with two related holders of approximately $1.5 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holders’ 2025 Convertible Notes in exchange for approximately 0.1 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.1 million shares of the Company’s common stock, plus accrued interest. The warrants have an exercise price of $11.03, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.

These warrants expire four years from their dates of issuance, are exercisable on a cash basis and are otherwise in substantially the same form as the Loan Warrants. The Company granted the holder customary registration rights with respect to the common shares and the shares of common stock issuable upon exercise of the warrants. As of September 30, 2024, none of these warrants have been exercised.

Public Equity Offering

In January 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company could offer and sell, from time to time, through or to the Agent, up to $40.0 million of shares of its common stock (the “ATM Offering”). The Company did not sell any shares under the ATM Offering during the three months ended September 30, 2023. During the nine months ended September 30, 2023 the Company sold 803,596 shares of common stock, at an average price of $7.54 per share, for net proceeds of $6.1 million, after deducting underwriter fees and discounts. Effective as of November 2, 2023, the Equity Distribution Agreement was terminated by the Company, and there will be no further sales under the ATM Offering.

Preferred Stock

The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $0.001 per share, 150,000 of which have been designated Series D Preferred Stock and 39,500 of which have been designated Series E Preferred Stock. As of September 30, 2024 and December 31, 2023, the Company had 25,000 shares of Series E preferred stock issued and outstanding.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Discontinued Operations and Held for Sale - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Non-cash items included in net (loss) income:
Depreciation and amortization			$ 13,242	$ 16,270
Share-based compensation			2,815	6,030
Cash flows from investing activities:
Purchases of property, plant and equipment			(46)	(403)
Non-cash investing activities:
Transfer of inventories to rental assets			2,043	1,077
Right-of-use assets obtained in exchange for operating leases liabilities			508	1,030
Discontinued Operations, Held-for-Sale [Member] \| Telematics Business [Member]
Non-cash items included in net (loss) income:
Depreciation and amortization	$ 969	$ 1,032	2,921	2,867
Share-based compensation	35	144	101	390
Cash flows from investing activities:
Purchases of property, plant and equipment	(14)	(173)	(17)	(334)
Non-cash investing activities:
Transfer of inventories to rental assets	698	412	2,043	1,077
Right-of-use assets obtained in exchange for operating leases liabilities	$ 362	$ 93	$ 508	$ 1,030

Geographic Information and Concentrations of Risk - Net Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 54,032	$ 41,357	$ 143,157	$ 131,367
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	51,072	40,181	137,356	129,458
Europe (including United Kingdom) [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	2,866	1,172	4,243	1,242
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 94	$ 4	$ 1,558	$ 667

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 41
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 130	$ 617
Accumulated depreciation, Property, plant and equipment	28,629	27,513
Accumulated amortization, Intangible assets	$ 33,130	$ 31,444
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	12,542,691	11,878,557
Common stock, shares outstanding	12,542,691	11,878,557
Series E Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	39,500	39,500
Preferred stock issued	25,000	25,000
Preferred stock, shares outstanding	25,000	25,000
Preferred stock, liquidation preference	$ 37,547,619	$ 37,547,619

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 11,972,000	$ 2,409,000
Accounts receivable, net of allowance for expected credit losses of $130 and $617, respectively	15,612,000	18,202,000
Inventories	18,118,000	20,555,000
Prepaid expenses and other	3,627,000	4,937,000
Current assets held for sale	35,771,000	12,123,000
Total current assets	85,100,000	58,226,000
Property, plant and equipment, net of accumulated depreciation of $28,629 and $27,513, respectively	1,303,000	2,389,000
Intangible assets, net of accumulated amortization of $33,130 and $31,444, respectively	19,465,000	25,718,000
Goodwill	3,949,000	3,949,000
Operating lease right-of-use assets	3,117,000	4,022,000
Other assets	456,000	1,256,000
Non-current assets held for sale	0	26,237,000
Total assets	113,390,000	121,797,000
Current liabilities:
Accounts payable	35,457,000	23,408,000
Accrued expenses and other current liabilities	31,147,000	21,049,000
Short-term loan	6,000,000	0
2025 Convertible Notes, net	106,250,000	0
Revolving credit facility	0	4,094,000
Current liabilities held for sale	10,000,000	7,360,000
Total current liabilities	188,854,000	55,911,000
Long-term liabilities:
2025 Convertible Notes, net	0	159,912,000
Operating lease liabilities	2,979,000	3,972,000
Deferred tax liabilities, net	121,000	112,000
Other long-term liabilities	6,499,000	2,351,000
Non-current liabilities held for sale	0	1,644,000
Total liabilities	198,453,000	223,902,000
Commitments and contingencies (Note 10)
Stockholders’ deficit:
Preferred stock, par value $0.001; 2,000,000 shares authorized: Preferred stock, par value $0.001; 39,500 shares designated, 25,000 shares issued and outstanding as of both September 30, 2024 and December 31, 2023 (aggregate liquidation preference of $37,547,619)	0	0
Common stock, par value $0.001; 150,000,000 shares authorized, 12,542,691 and 11,878,557 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	13,000	12,000
Additional paid-in capital	825,851,000	810,138,000
Accumulated other comprehensive loss	(6,712,000)	(5,327,000)
Accumulated deficit	(904,215,000)	(906,928,000)
Total stockholders’ deficit	(85,063,000)	(102,105,000)
Total liabilities and stockholders’ deficit	$ 113,390,000	$ 121,797,000

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income Taxes

Income taxes for both periods consisted primarily of foreign income taxes at certain of the Company’s international entities and state taxes for its U.S.-based entities. The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities. The increase in the Company’s income tax provision for the nine months ended September 30, 2024 compared to the same period in 2023, was driven primarily by U.S. state taxes in states which have either chosen to temporarily suspend the use of net operating losses or have franchise taxes calculated on modified gross profit.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	Nov. 06, 2024	Aug. 02, 2024	Jul. 18, 2024	Sep. 30, 2024	Jun. 28, 2024
Subsequent Event [Member]
Subsequent Event [Line Items]
Warrant or right, reason for issuance expiry term	4 years
Subsequent Event [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.27
Subsequent Event [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Exercise price of warrants (in dollars per share)	$ 15.77
2025 Notes [Member]
Subsequent Event [Line Items]
Stated interest rate of debt issued				90.80%
2025 Notes [Member] \| Convertible Debt [Member]
Subsequent Event [Line Items]
Debt aggregate face amount		$ 1.5	$ 4.7		$ 3.0
Number of shares issued (in shares)		0.1	0.3
Number of securities called by warrants or rights (in shares)		0.1	0.2
Stated interest rate of debt issued				3.25%	3.25%
Exercise price of warrants (in dollars per share)		$ 11.03	$ 13.37
Warrant or right, reason for issuance expiry term				4 years
2025 Notes [Member] \| Convertible Debt [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Debt aggregate face amount	$ 91.5
Number of shares issued (in shares)	2.4
New Senior Secured Notes Due 2029 [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Number of securities called by warrants or rights (in shares)	2.1
New Senior Secured Notes Due 2029 [Member] \| Secured Debt [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Debt aggregate face amount	$ 40.9
Stated interest rate of debt issued	9.00%

Geographic Information and Concentrations of Risk (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Geographic Concentrations of Net Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States and Canada	$	51,072	$	40,181	$	137,356	$	129,458
Europe (including United Kingdom)	$	2,866	$	1,172		4,243		1,242
Other	$	94	$	4		1,558		667
Total	$	54,032	$	41,357	$	143,157	$	131,367

Debt - Interest Expense Related to Credit Facility (Details) - Revolving Credit Facility [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Line of Credit Facility [Line Items]
Contractual interest expense	$ 0	$ 587	$ 312	$ 810
Amortization of debt issuance costs	0	472	117	705
Total interest expense	$ 0	$ 1,059	$ 429	$ 1,515

Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation

Schedule of Share-based Compensation
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	23	$	213	$	75	$	580
Research and development		196		598		437		1,288
Sales and marketing		103		315		314		901
General and administrative		871		997		1,888		2,870
Income from discontinued operations, net of tax		36		144		101		391
Total	$	1,229	$	2,267	$	2,815	$	6,030

Schedule of Stock Option Activity

Schedule of Stock Option Activity
Outstanding – December 31, 2023	545,872
Granted	44,250
Exercised	(333	)
Canceled	(271,438	)
Outstanding – September 30, 2024	318,351
Exercisable – September 30, 2024	196,498

Schedule of Restricted Stock Unit Activity


Non-vested – December 31, 2023	203,008
Granted	1,105,362
Vested	(154,983	)
Forfeited	(14,749	)
Non-vested – September 30, 2024	1,138,638

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 12. Subsequent Events

Subsequently Completed Repurchases and Exchanges

As discussed in Note 1 – Nature of Business and Significant Accounting Policies above, on November 6, 2024 the Company completed the previously-announced private exchanges of $91.5 million in aggregate principal amount of the 2025 Convertible Notes held by certain holders of the 2025 Convertible Notes pursuant to binding term sheets that were previously entered into with such holders, including the binding term sheets entered into on June 28, 2024 with North Sound Partners and Golden Harbor Ltd. In connection with the Subsequently Completed Repurchases and Exchanges, the Company issued to these noteholders in concurrent private placement transactions an aggregate of (i) approximately 2.4 million shares of the Company’s Common Stock, (ii) approximately $40.9 million in principal amount of New Senior Secured Notes, and (iii) warrants to purchase an aggregate of approximately 2.1 million shares of the Company’s Common Stock.

The New Senior Secured Notes bear interest at 9.0% per annum, to be paid in cash, in arrears, and on a semi-annual basis, and will have a maturity date of May 1, 2029. The New Notes are secured by a first priority lien on substantially all of Company’s assets.

The warrants have exercise prices ranging from $11.27 to $15.77 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The warrants expire four years from the date of issuance and will be exercisable on a cash basis.

Affiliates of two of the noteholders involved in the Subsequently Completed Repurchases and Exchanges - Golden Harbor Ltd. and North Sound Partners - may be deemed to beneficially own more than 5% of the Company’s outstanding Common Stock. James B. Avery, a member of the Company’s Board of Directors, currently serves as Senior Managing Director of Tavistock Group, an affiliate of Golden Harbor Ltd.

Earnings (Loss) per Share - Calculation of Basic and Diluted Earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Basic and Diluted EPS

Income (Loss) from continuing operations

$ 7,543

$ (22,025)

$ 2,106

$ (35,109)

Less: preferred stock dividends

(827)

(756)

(2,425)

(2,218)

Income (loss) from continuing operations attributable to common stockholders

$ 6,716

$ (22,781)

$ (319)

$ (37,327)

Income (loss) from continuing operations attributable to common stockholders (in shares)

12,337

11,697

12,037

11,225

Income (loss) from continuing operations attributable to common stockholders (in dollars per share)

$ 0.54

$ (1.95)

$ (0.03)

$ (3.33)

Income from discontinued operations, net of tax

$ 1,426

$ 220

$ 3,032

$ 3,263

Income from discontinued operations, net of tax (in dollars per share)

$ 0.12

$ 0.02

$ 0.25

$ 0.29

Net income (loss) attributable to common stockholders

$ 8,142

$ (22,561)

$ 2,713

$ (34,064)

Basic earnings per share (in dollars per share)

^[1]

$ 0.66

$ (1.93)

$ 0.23

$ (3.03)

Income (loss) from continuing operations attributable to common stockholders

$ 6,716

Effect of dilutive 2025 Convertible Notes

$ (8,879)

Effect of dilutive 2025 Convertible Notes (in shares)

882

Diluted EPS from continuing operations

$ (2,163)

Diluted EPS from continuing operations (in shares)

13,218

11,697

12,037

11,225

Income (loss) from continuing operations attributable to common stockholders (in dollars per share)

$ (0.16)

$ (1.95)

$ (0.03)

$ (3.33)

Income from discontinued operations, net of tax (in dollars per share)

$ 0.11

0.02

0.25

0.29

Diluted EPS from net income

$ (737)

Diluted earnings per share (in dollars per share)

^[1]

$ (0.06)

$ (1.93)

$ 0.23

$ (3.03)

[1]	Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1. Rounding may affect summation.

Earnings (Loss) per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Earnings per Share


	Income/(Loss) (Numerator)			Shares* (Denominator)		Per-Share Amount
For the three months ended September 30, 2024
Basic EPS
Income (Loss) from continuing operations	$	7,543
Less: preferred stock dividends		(827	)
Income (loss) from continuing operations attributable to common stockholders		6,716			12,337	$	0.54
Income from discontinued operations, net of tax		1,426			12,337	$	0.12
Income (loss) attributable to common stockholders	$	8,142			12,337	$	0.66
Diluted EPS
Income (loss) from continuing operations attributable to common stockholders	$	6,716			12,337
Effect of dilutive 2025 Convertible Notes		(8,879	)		882
Diluted EPS from continuing operations	$	(2,163	)		13,218	$	(0.16	)

Income from discontinued operations, net of tax	$	1,426			12,337
Effect of dilutive 2025 Convertible Notes					882
Diluted EPS from discontinued operations	$	1,426			13,218	$	0.11

Income (loss) attributable to common stockholders	$	8,142			12,337
Effect of dilutive 2025 Convertible Notes		(8,879	)		882
Diluted EPS from net income	$	(737	)		13,218	$	(0.06	)

For the three months ended September 30, 2023
Basic and Diluted EPS
Income (Loss) from continuing operations	$	(22,025	)
Less: preferred stock dividends		(756	)
Income (loss) from continuing operations attributable to common stockholders		(22,781	)		11,697	$	(1.95	)
Income from discontinued operations, net of tax		220			11,697	$	0.02
Income (loss) attributable to common stockholders	$	(22,561	)		11,697	$	(1.93	)

For the nine months ended September 30, 2024
Basic and Diluted EPS
Income (Loss) from continuing operations	$	2,106
Less: preferred stock dividends		(2,425	)
Income (loss) from continuing operations attributable to common stockholders		(319	)		12,037	$	(0.03	)
Income from discontinued operations, net of tax		3,032			12,037	$	0.25
Income (loss) attributable to common stockholders	$	2,713			12,037	$	0.23

For the nine months ended September 30, 2023
Basic and Diluted EPS
Income (Loss) from continuing operations	$	(35,109	)
Less: preferred stock dividends		(2,218	)
Income (loss) from continuing operations attributable to common stockholders		(37,327	)		11,225	$	(3.33	)
Income from discontinued operations, net of tax		3,263			11,225	$	0.29
Income (loss) attributable to common stockholders	$	(34,064	)		11,225	$	(3.03	)

(*)	Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1. Rounding may affect summation.

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of September 30,
	2024		2023
2025 Convertible Notes*		847		1,409
Common stock warrants		875		–
Non-qualified stock options		318		732
Restricted stock units		1,139		433
Employee stock purchase plan		–		610
Total		3,179		3,184

Earnings (Loss) per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	3,179	3,184
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	847	1,409
Loan Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	875	0
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	318	732
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,139	433
Employee Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	0	610

Financial Statement Details - Inventories, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finished goods	$ 17,796	$ 18,939
Raw materials and components	322	1,616
Total inventories	$ 18,118	$ 20,555

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Discontinued operations tax provision	$ 266	$ (46)	$ 674	$ 555

Debt (Details Narrative)							3 Months Ended		9 Months Ended
Debt (Details Narrative)	Aug. 02, 2024 USD ($) shares	Jul. 18, 2024 USD ($) shares	Jun. 28, 2024 USD ($) Integer $ / shares shares	May 24, 2024 USD ($)	Apr. 18, 2024 USD ($)	May 02, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Integer $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Aug. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001				$ 0.001		$ 0.001			$ 0.001
Repayments on short-term loan									$ 13,500,000	$ (0)
Other income (expense), net							$ (72,000)	$ 45,000	(864,000)	50,000
Accrued interest due to related parties							1,100,000		1,100,000		$ 400,000
Loss on extinguishment of revolving credit facility							$ 0	0	$ 788,000	$ 0
Effective interest rate of the average outstanding balance									36.10%	58.70%
Amortization of original issuance costs									8.30%	27.30%
2025 Notes [Member]
Short-Term Debt [Line Items]
Stated interest rate of debt issued							90.80%		90.80%
Debt instrument, repurchase amount							$ 146,900,000		$ 146,900,000
2025 Notes [Member] \| Convertible Debt [Member]
Short-Term Debt [Line Items]
Stated interest rate of debt issued			3.25%				3.25%		3.25%
Number of securities called by warrants or rights (in shares) \| shares	100,000	200,000
Amortization of debt discount							$ 138,000	$ 207,000	$ 550,000	$ 621,000
Principal							$ 106,824,000		$ 106,824,000			$ 161,898,000
Conversion price (in dollars per share) \| $ / shares							$ 126.12		$ 126.12
Threshold percentage of stock price trigger									130.00%
Threshold of trading days \| Integer									20
Threshold of consecutive trading days \| Integer									30
Aggregate percentage of holders to declare notes due and payable in default event									25.00%
Percentage of principal and accrued interest that may be called in default event									100.00%
Percentage of principal and accrued interest that may be called in event of bankruptcy, insolvency or reorganization									100.00%
Trading day threshold									5 days
Stock price trigger (in dollars per share) \| $ / shares									$ 105.10
Make-whole payment term									3 years
Interest make-whole payment discount rate							1.00%		1.00%
Repurchased face amount				$ 3,000,000
Redemption price as a percentage of principal amount				55.00%
Debt instrument, repurchase amount				$ 1,700,000
TDR transaction amount				$ 1,300,000
Debt aggregate face amount	$ 1,500,000	$ 4,700,000	$ 3,000,000
Redemption of principal			45.00%
Other income (expense), net							$ 1,000,000		$ 1,000,000
Number of shares issued (in shares) \| shares	100,000	300,000
Interest rate during period							4.17%	4.23%	4.17%	4.27%
Contractual interest expense							$ 879,000	$ 1,315,000	$ 3,499,000	$ 3,946,000
Loan Warrants [Member]
Short-Term Debt [Line Items]
Number of securities called by warrants or rights (in shares) \| shares			550,000
Highbridge Capital Management L L C [Member] \| 2025 Notes [Member] \| Convertible Debt [Member]
Short-Term Debt [Line Items]
Debt aggregate face amount			$ 45,900,000
Redemption of principal			30.00%
Other income (expense), net									13,400,000
Related Party [Member] \| Participation Interests [Member]
Short-Term Debt [Line Items]
Collateral amount			$ 3,000,000.0
Related Party [Member] \| Participation Interests [Member] \| Philip Brace [Member]
Short-Term Debt [Line Items]
Collateral amount			1,000,000.0
Related Party [Member] \| Participation Interests [Member] \| North Sound Ventures L P [Member]
Short-Term Debt [Line Items]
Collateral amount			2,000,000.0
Affiliated Entity [Member]
Short-Term Debt [Line Items]
Contractual interest expense							700,000	700,000	2,000,000	2,000,000
Affiliated Entity [Member] \| 2025 Notes [Member] \| Convertible Debt [Member]
Short-Term Debt [Line Items]
Principal							80,400,000		80,400,000
Short Term Loan Agreement [Member]
Short-Term Debt [Line Items]
Termination fee			$ 200,000
Line of Credit [Member] \| Short Term Loan Agreement [Member]
Short-Term Debt [Line Items]
Number of subsidiaries \| Integer			2
Stated interest rate of debt issued			12.00%
Exit fee percentage			4.00%
Maximum borrowing capacity			$ 19,500,000
Effective interest rate			5.00%
Repayments on short-term loan							13,500,000
Short term borrowings, gross							6,000,000		6,000,000
Amortization of debt discount							3,300,000
Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Maximum borrowing capacity													$ 50,000,000
Debt aggregate face amount						$ 4,000,000
Contractual interest expense							$ 0	$ 587,000	$ 312,000	$ 810,000
Minimum draw						8,500,000							$ 4,500,000
Line of credit increase						$ 4,000,000
Repayments of line of credit					$ 3,000,000
Revolving Credit Facility [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Commitment fee rate						7.50%
Revolving Credit Facility [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Commitment fee rate						12.50%
Revolving Credit Facility [Member] \| South Ocean Funding L L C And North Sound Ventures L P [Member]
Short-Term Debt [Line Items]
Debt aggregate face amount					$ 400,000

Debt - Interest Expense Related to 2025 Notes (Details) - 2025 Notes [Member] - Convertible Debt [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Short-Term Debt [Line Items]
Contractual interest expense	$ 879	$ 1,315	$ 3,499	$ 3,946
Amortization of debt discount	138	207	550	621
Amortization of debt issuance costs	110	165	438	494
Total interest expense	$ 1,127	$ 1,687	$ 4,487	$ 5,061

Financial Statement Details - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Royalties	$ 968	$ 845
Payroll and related expenses	7,778	3,608
Professional fees	0	0
Accrued interest	2,042	1,038
Deferred revenue	9,212	2,717
Operating lease liabilities	1,303	1,226
Accrued contract manufacturing liabilities	5,049	7,537
Other	4,795	4,078
Total accrued expenses and other current liabilities	$ 31,147	$ 21,049

Share-based Compensation (Details Narrative) $ in Millions	9 Months Ended
Share-based Compensation (Details Narrative) $ in Millions	Sep. 30, 2024 USD ($)
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
General term (in years)	10 years
Unrecognized expense	$ 0.5
Recognition period	3 years 1 month 28 days
Share-Based Payment Arrangement, Option [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	3 years
Share-Based Payment Arrangement, Option [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	4 years
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognition period	3 years 4 months 28 days
Unrecognized expense, RSU	$ 7.8
Restricted Stock Units (RSUs) [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	3 years
Restricted Stock Units (RSUs) [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	4 years

Commitments and Contingencies (Details Narrative) $ in Millions	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Noncancellable purchase obligations	$ 64.3

Share-based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

Note 6. Share-based Compensation

During the three and nine months ended September 30, 2024 and 2023, the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units (“RSUs”) or other awards, including awards with alternative vesting schedules such as performance-based criteria.

The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Schedule of Share-based Compensation
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	23	$	213	$	75	$	580
Research and development		196		598		437		1,288
Sales and marketing		103		315		314		901
General and administrative		871		997		1,888		2,870
Income from discontinued operations, net of tax		36		144		101		391
Total	$	1,229	$	2,267	$	2,815	$	6,030

Stock Options

The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For performance stock awards subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model. Stock options generally have a term of ten years and vest over a three to four-year period.

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2024:

Schedule of Stock Option Activity
Outstanding – December 31, 2023	545,872
Granted	44,250
Exercised	(333	)
Canceled	(271,438	)
Outstanding – September 30, 2024	318,351
Exercisable – September 30, 2024	196,498

At September 30, 2024, total unrecognized compensation expense related to stock options was $0.5 million, which is expected to be recognized over a weighted-average period of 3.16 years.

Restricted Stock Units

Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over a three- to four-year period.

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2024:


Non-vested – December 31, 2023	203,008
Granted	1,105,362
Vested	(154,983	)
Forfeited	(14,749	)
Non-vested – September 30, 2024	1,138,638

At September 30, 2024, total unrecognized compensation expense related to RSUs was $7.8 million, which is expected to be recognized over a weighted-average period of 3.41 years.

Geographic Information and Concentrations of Risk

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Geographic Information and Concentrations of Risk

Note 9. Geographic Information and Concentrations of Risk

Geographic Information

The following table details the Company’s revenues by geographic region based on shipping destination (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States and Canada	$	51,072	$	40,181	$	137,356	$	129,458
Europe (including United Kingdom)	$	2,866	$	1,172		4,243		1,242
Other	$	94	$	4		1,558		667
Total	$	54,032	$	41,357	$	143,157	$	131,367

Concentrations of Credit Risk

For the three months ended September 30, 2024, two customers accounted for 38.6% and 36.7% of revenues, respectively. For the three months ended September 30, 2023, two customers accounted for 41.3% and 34.8% of revenues, respectively.

For the nine months ended September 30, 2024, two customers accounted for 43.3% and 31.9% of revenues, respectively. For the nine months ended September 30, 2023, two customers accounted for 36.8% and 33.5%, respectively, of revenues.

As of September 30, 2024, three customers accounted for 42.4%, 24.0%, and 20.9% of accounts receivable, net, respectively. As of December 31, 2023, two customers accounted for 51.9% and 12.7% of accounts receivable, net, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Earnings (Loss) per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings (Loss) per Share

Note 7. Earnings (Loss) per Share

Basic earnings (loss) per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method. Potentially dilutive securities (consisting primarily of the 2025 Convertible Notes calculated using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when their effect would be anti-dilutive.

The calculation of basic and diluted earnings per share was as follows (in thousands, except per share data):


	Income/(Loss) (Numerator)			Shares* (Denominator)		Per-Share Amount
For the three months ended September 30, 2024
Basic EPS
Income (Loss) from continuing operations	$	7,543
Less: preferred stock dividends		(827	)
Income (loss) from continuing operations attributable to common stockholders		6,716			12,337	$	0.54
Income from discontinued operations, net of tax		1,426			12,337	$	0.12
Income (loss) attributable to common stockholders	$	8,142			12,337	$	0.66
Diluted EPS
Income (loss) from continuing operations attributable to common stockholders	$	6,716			12,337
Effect of dilutive 2025 Convertible Notes		(8,879	)		882
Diluted EPS from continuing operations	$	(2,163	)		13,218	$	(0.16	)

Income from discontinued operations, net of tax	$	1,426			12,337
Effect of dilutive 2025 Convertible Notes					882
Diluted EPS from discontinued operations	$	1,426			13,218	$	0.11

Income (loss) attributable to common stockholders	$	8,142			12,337
Effect of dilutive 2025 Convertible Notes		(8,879	)		882
Diluted EPS from net income	$	(737	)		13,218	$	(0.06	)

For the three months ended September 30, 2023
Basic and Diluted EPS
Income (Loss) from continuing operations	$	(22,025	)
Less: preferred stock dividends		(756	)
Income (loss) from continuing operations attributable to common stockholders		(22,781	)		11,697	$	(1.95	)
Income from discontinued operations, net of tax		220			11,697	$	0.02
Income (loss) attributable to common stockholders	$	(22,561	)		11,697	$	(1.93	)

For the nine months ended September 30, 2024
Basic and Diluted EPS
Income (Loss) from continuing operations	$	2,106
Less: preferred stock dividends		(2,425	)
Income (loss) from continuing operations attributable to common stockholders		(319	)		12,037	$	(0.03	)
Income from discontinued operations, net of tax		3,032			12,037	$	0.25
Income (loss) attributable to common stockholders	$	2,713			12,037	$	0.23

For the nine months ended September 30, 2023
Basic and Diluted EPS
Income (Loss) from continuing operations	$	(35,109	)
Less: preferred stock dividends		(2,218	)
Income (loss) from continuing operations attributable to common stockholders		(37,327	)		11,225	$	(3.33	)
Income from discontinued operations, net of tax		3,263			11,225	$	0.29
Income (loss) attributable to common stockholders	$	(34,064	)		11,225	$	(3.03	)

(*)	Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1. Rounding may affect summation.

The following is a summary of outstanding anti-dilutive potential shares of common stock that have been excluded from diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive as of September 30, 2024 and 2023 (in thousands):


	As of September 30,
	2024		2023
2025 Convertible Notes*		847		1,409
Common stock warrants		875		–
Non-qualified stock options		318		732
Restricted stock units		1,139		433
Employee stock purchase plan		–		610
Total		3,179		3,184

(*) The impact of the 2025 Convertible Notes was included in the computation of diluted EPS for the three months ended September 30, 2024 as it was dilutive for the period.

Additional shares of the Company’s common stock, and warrants to purchase shares of the Company’s common stock, were issued after September 30, 2024. See Note 12. Subsequent Events for further details.

Fair Value Measurements - Fair Value Valuation Model and Assumptions (Details) - Fair Value, Inputs, Level 3 [Member] - Derivative [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares
Measurement Input, Price Volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.9080	0.7700
Measurement Input, Share Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	$ 16.33	$ 2.20
Measurement Input, Credit Spread [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.1708	0.9220
Measurement Input, Expected Term [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term	7 months 2 days	1 year 4 months 2 days
Measurement Input, Expected Dividend Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0	0
Measurement Input, Risk Free Interest Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.0431	0.0460

Share-based Compensation - Share-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 1,229	$ 2,267	$ 2,815	$ 6,030
Cost of Sales [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	23	213	75	580
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	196	598	437	1,288
Selling and Marketing Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	103	315	314	901
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	871	997	1,888	2,870
Income From Discontinued Operations Net Of Tax [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 36	$ 144	$ 101	$ 391

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Line of Credit Facility [Line Items]

Schedule of Net Carrying Amount of Debt

Schedule of Net Carrying Amount of Debt
	September 30, 2024			December 31, 2023
Principal	$	106,824		$	161,898
Add: fair value of embedded derivative		–		$	–
Less: unamortized debt discount		(320	)	$	(1,106	)
Less: unamortized issuance costs		(254	)	$	(880	)
Net carrying amount	$	106,250		$	159,912

Schedule of Interest Expense

Schedule of Interest Expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Contractual interest expense	$	879	$	1,315	$	3,499	$	3,946
Amortization of debt discount	$	138	$	207		550		621
Amortization of debt issuance costs	$	110	$	165		438		494
Total interest expense	$	1,127	$	1,687	$	4,487	$	5,061

Revolving Credit Facility [Member]

Line of Credit Facility [Line Items]

Schedule of Interest Expense

Schedule of Interest Expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Contractual interest expense	$	–	$	587	$	312	$	810
Amortization of debt issuance costs		–		472		117		705
Total interest expense	$	–	$	1,059	$	429	$	1,515

Nature of Business and Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business and Significant Accounting Policies

Note 1. Nature of Business and Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared by Inseego Corp. (the “Company”, “we”, “us”) in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”).

The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Form 10-K that have had a material impact on the Company’s Financial Statements. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole.

Planned Divestiture of the Telematics Business

On September 16, 2024, the Company and its subsidiary Inseego SA (Pty) Ltd (“Seller”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Light Sabre SPV Limited (which subsequently novated its benefits and obligations under the Purchase Agreement to Ctrack Holdings (the “Purchaser”)), pursuant to which Inseego agreed to sell to the Purchaser the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary in exchange for approximately $52 million in cash, subject to certain adjustments. Upon completion of the sale (the “Completion Date”), the Purchaser will acquire the fleet management and telematics solutions business of Inseego, which has operations in the United Kingdom, the European Union, Australia and New Zealand (the “Telematics Business”).

The Purchase Agreement is subject to closing conditions including, among others more fully described in the Purchase Agreement, the Purchaser finalizing financing arrangements to fund the purchase price. Unless fulfilled or otherwise waived by the parties, if any of the closing conditions are not fulfilled by December 31, 2024, the Purchase Agreement shall be terminated and the Sale Transaction shall not be completed.

As a result, within these condensed consolidated financial statements, the assets and liabilities associated with the Telematics Business disposal group have been classified as held for sale within the Condensed Consolidated Balance Sheet and its operations have been classified as discontinued operations within the Condensed Consolidated Statements of Operations and Comprehensive Income.

Refer to Note 2 – Discontinued Operations and Held for Sale for additional information regarding the Telematics Business, including the assets and liabilities divested and income from discontinued operations. Unless otherwise noted, disclosures within these remaining Notes to Condensed Consolidated Financial Statements relate solely to the Company's continuing operations.

Held for Sale and Discontinued Operations

In accordance with authoritative guidance for discontinued operations (Accounting Standards Codification (“ASC”) 205-20), the Company determined that the Telematics Business met held-for-sale and discontinued operations accounting criteria during the third quarter of 2024. Accordingly, the Company classified the results of the Telematics Business as discontinued operations in its condensed consolidated statements of operations for all periods presented. Additionally, the related assets and liabilities associated with the Telematics Business are classified as held for sale in the condensed consolidated balance sheets for all periods presented. The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows.

Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period the disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. No impairment upon classification as held for sale was recorded during the three or nine months ended September 30, 2024.

The results of discontinued operations are reported as Income from discontinued operations, net of tax in the Condensed Consolidated Statements of Comprehensive Income for the current and prior periods commencing in the period in which the held for sale criteria are met. Income from discontinued operations, net of tax includes direct costs attributable to the discontinued operations and excludes any cost allocations associated with any shared or corporate functions unless otherwise dedicated to the discontinued operations. Income from discontinued operations, net of tax will include any gain or loss recognized upon disposition or from adjustment of the carrying amount to fair value less costs to sell while classified as held for sale. Activity within comprehensive income directly associated with a divested business is not realized as a component of Income from discontinued operations, net of tax until completion of the sale or disposition.

Segment Information

The Company has one reportable segment. The principal executive officer, who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, warranty provision, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.

Reclassifications

Certain amounts recorded in the prior period consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results.

During the fourth quarter of 2023, and as noted in the Form 10-K, the Company reclassified revenue on its Consolidated Statement of Operations. Historically, the Company classified revenues from products and services into two categories, IoT & Mobile Solutions and Enterprise SaaS Solutions. The Company is now classifying revenues from products and services into the following two categories: Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Services and Other. Additionally, during 2023 the Company reclassified all depreciation and amortization expense previously recorded in the operating expense line items of research and development, sales and marketing, and general and administrative expenses on the Consolidated Statement of Operations into a separate line labeled Depreciation and amortization. All prior periods have been reclassified to conform to the current period presentation for these changes.

Reverse Stock Split

On January 24, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to January 24th was automatically converted into one-tenth (1/10) of a share of common stock. The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share instead were entitled to receive cash in lieu of such fractional share.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding convertible notes entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.

All common share and per-share amounts in this Form 10-Q have been retroactively restated to reflect the effect of the Reverse Stock Split.

Liquidity

During 2024, the Company entered into a series of agreements, as part of its overall capital structure management, to reduce its total debt and restructure its outstanding 3.25% convertible notes due 2025 (the “2025 Convertible Notes”), as follows:

(1) Convertible Debt Repurchases and Exchanges Completed prior to September 30, 2024 (the “Completed Repurchases and Exchanges”):

(a) the Company repurchased, for cash, all of the $45.9 million in principal amount of the 2025 Convertible Notes held by certain entities managed by Highbridge Capital Management, LLC (such entities, “Highbridge”), the second largest note holder as of the date of such purchase, at a discount of 30% to face value, plus accrued interest;

(b) the Company repurchased, for cash, $3.0 million of principal amount of the 2025 Convertible Notes from a separate single holder at discount of 45% to face value, plus accrued interest;

(c) the Company repurchased from a holder approximately $4.7 million of principal amount of the 2025 Convertible Notes in exchange for approximately 0.3 million shares of the Company’s Common Stock and warrants to purchase an aggregate of approximately 0.2 million shares of the Company’s Common Stock, plus accrued interest. See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants;

(d) the Company repurchased from two related holders approximately $1.5 million in aggregate principal amount of the 2025 Convertible Notes in exchange for approximately 0.1 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.1 million shares of the Company’s common stock. See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants;

(2) Short-Term Loan Agreement: to finance a portion of the Completed Repurchases and Exchanges, the Company agreed to a $19.5 million loan (“Short-Term Loan”) from (i) South Ocean Funding, LLC (“South Ocean”), which is an affiliate of Golden Harbor Ltd. (“Golden Harbor”), and Tavistock Financial, LLC, and (ii) certain participant lenders (the “Participating Lenders”). The Short-Term Loan was originally scheduled to mature on September 30, 2024 but maturity has subsequently been extended to November 30, 2024. Borrowings under the Short-Term Loan bear interest at 12.0% per annum. Upon any repayment or prepayment of the amounts borrowed under the Short-Term Loan (including at maturity), the Company will be required to pay an exit fee equal to 4.0% of the aggregate principal amount prepaid or repaid. See Note 5 – Debt below for further details regarding the Short-Term Loan; and

(3) Convertible Debt Repurchases and Exchanges Completed Subsequent to September 30, 2024 (the “Subsequently Completed Repurchases and Exchanges”): On November 6, 2024 the Company completed the previously-announced privately-negotiated exchanges of $91.5 million in aggregate principal amount of the 2025 Convertible Notes held by certain holders of the 2025 Convertible Notes pursuant to binding term sheets that were previously entered into with such holders, including the binding term sheets entered into on June 28, 2024 with North Sound Partners and Golden Harbor Ltd. In connection with the Subsequently Completed Repurchases and Exchanges, the Company issued to these noteholders in concurrent private placement transactions an aggregate of (i) approximately 2.4 million shares of the Company’s Common Stock, (ii) approximately $40.9 million in principal amount of new senior secured notes due in 2029 (the “New Senior Secured Notes”), and (iii) warrants to purchase an aggregate of approximately 2.1 million shares of the Company’s Common Stock. See Note 12 – Subsequent Events below for further details regarding the Subsequently Completed Repurchases and Exchanges, including information about the warrants and New Senior Secured Notes issued in relation to these transactions.

As of September 30, 2024, the Company had available cash and cash equivalents totaling $12.0 million. During the three-months ended September 30, 2024, the Company voluntarily prepaid $13.5 million of the outstanding principal balance under the Short-Term Loan Agreement, so that on September 30, 2024, the outstanding principal balance under the Short-Term Loan was $6.0 million.

The 2025 Convertible Notes had a principal balance of $106.8 million as of September 30, 2024 and mature on May 1, 2025. Taking into account the Completed Repurchases and Exchanges and the Subsequently Completed Repurchases and Exchanges, the Company has subsequently repurchased and/or exchanged approximately $146.9 million, or 90.8%, of the face value of the 2025 Convertible Notes that was outstanding as of December 31, 2023.

The Company generated positive cash flow from operations both for the year ended December 31, 2023 and in the nine months ended September 30, 2024. In April 2024, the Company received a $15.0 million upfront payment from a customer in connection with a two-year service contract. Based on the factors above, and to reduce financing costs, the Company voluntarily paid-off and terminated its Credit Facility (as defined below) effective April 18, 2024. These factors have had a positive impact on our liquidity.

While the Company’s liquidity and financial results have had several positive developments recently, as noted above, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities. The Company’s ability to maintain profitable operations and continue to generate positive cash flows is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure. In order to effect the restructuring or refinancing of the Company’s obligations, or if events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives.

During the previous two quarters, the Company had disclosed that there was substantial doubt about its ability to continue as a going concern within one year of the issuance dates of the quarterly reports on Form 10-Q for those quarters, primarily as a result of the outstanding balance and due date of the 2025 Convertible Notes. In performing this assessment for the current quarter, taking into account the Company’s liquidity position as a whole, including the repurchases and exchanges of 2025 Convertible Notes noted above, the liquidity anticipated to be provided from the sale of the Telematics Business, and cash inflows expected to be provided by its continuing operations, the Company has concluded that there is no longer substantial doubt about the Company’s ability to continue as a going concern within one year of issuance of these financial statements.