What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 647 added, 395 removed, 827 unchanged (56% of the section changed)

11 unchanged sentences

Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Marcum LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited our internal control over financial reporting as of December 31, 2024.

Their report on the effectiveness of the Company’s internal control over financial reporting is included below.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

The evaluation did not identify any change in our internal control over financial reporting that occurred during our latest fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders and Board of Directors of Inseego Corp.

Opinion on Internal Control over Financial Reporting

We have audited Inseego Corp.'s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2024 and 2023 and the related consolidated statements of operations and comprehensive Income, stockholders’ deficit, and cash flows and the related notes for each of the two years in the period ended December 31, 2024 of the Company, and our report dated February 19, 2025 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

Philadelphia, Pennsylvania

February 19, 2025

Other Information

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The following Exhibits are filed as part of, or incorporated by reference into this report:

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed November 9, 2016).

3.2 Amended and Restated Bylaws of Inseego Corp.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 9, 2016).

3.3 Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed August 13, 2019).

3.4 Certificate of Amendment to Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 10, 2020).

3.5 Certificate of Amendment of Certificate of Incorporation of Inseego Corp., dated January 23, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed January 23, 2024).

Incorporated by Reference to:

Description Form Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation.

8-K 3.1 11/9/2016

3.2 Amended and Restated Bylaws.

8-K 3.2 11/9/2016

3.3 Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock.

8-K 3.1 8/13/2019

3.4 Certificate of Amendment to Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock.

8-K 3.1 3/10/2020

3.5 Certificate of Amendment of Certificate of Incorporation of Inseego Corp., dated January 23, 2024.

8-K 3.1 1/23/2024

4.1 Form of Inseego Corp.

Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 9, 2016).

Common Stock Certificate.

8-K 4.1 11/9/2016

4.2 Description of Equity Securities Registered under Section 12 of the Exchange Act..

(incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on March 1, 2021).

10-K 4.2 3/1/2021

4.3 Base Indenture, dated May 12, 2020, between Inseego Corp.

and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed May 12,

and Wilmington Trust, National Association, as trustee.

8-K 4.1 5/12/2020

4.4 First Supplemental Indenture, dated May 12, 2020, between Inseego Corp.

and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed May 12, 2020).

4.5 Form of 3.25% convertible senior note due 2025 (incorporated by reference Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed August 10, 2020).

and Wilmington Trust, National Association, as trustee.

8-K 4.2 5/12/2020

4.5 Form of 3.25% convertible senior note due 2025.

10-Q 10.5 8/10/2020

4.6 Registration Rights Agreement, dated August 6, 2018, by and among Inseego Corp.

and the Investors identified on Exhibit A to the Securities Purchase Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed August 7, 2018).

and the Investors identified on Exhibit A to the Securities Purchase Agreement.

8-K 4.3 8/7/2018

4.7 Indenture, dated as of November 6, 2024, by and among Inseego Corp.

and Wilmington Savings Fund Society, FSB, as trustee.

8-K 4.1 11/12/2014

4.8 Supplemental Indenture, dated as of November 6, 2024, by and among Inseego Corp., as issuer, the guarantors from time to time party thereto and Wilmington Savings Fund Society, FSB, as trustee.

8-K 4.2 11/12/2014

4.8(b) Form of 9.0% Senior Secured Notes due 2029 (included as Exhibit A to Exhibit 4.8).

10.1* Inseego Corp.

2018 Omnibus Incentive Compensation Plan, as amended on July 30, 2024.

10-Q 10.1 11/13/2024

10.2* Amended and Restated Inseego Corp.

2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company ’s Current Report on Form 8-K (File No.

001-38358), filed on August 9, 2022).

10.2* Change in Control Agreement dated September 25, 2017 between Inseego Corp.

and Ashish Sharma (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on form 10-K, filed March 3, 2023).

10.3* Form of Indemnification (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 21, 2017).

10.4* Amended Inseego Corp.

2018 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company ’s Current Report on Form 8-K (File No.

001-38358), filed on August 9, 2022).

2000 Employee Stock Purchase Plan, as amended on July 30, 2024 .

10-Q 10.2 11/13/2024

10.3* Form of Indemnification Agreement.

8-K 10.3 8/21/2017

10.4 Securities Purchase Agreement, dated August 6, 2018, by and among Inseego Corp.

and the Investors identified on Exhibit A thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 7, 2018).

and the Investors identified on Exhibit A thereto.

8-K 4.1 8/7/2018

10.5* Inseego Corp.

Executive Officer Clawback Policy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 30, 2023).

10.7 Equity Distribution Agreement, dated as of January 25, 2021, by and between Inseego Corp.

and Canaccord Genuity LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 26, 2021).

Executive Officer Clawback Policy.

8-K 10.1 10/30/2023

10.6* Offer Letter dated September 12, 2023 between Inseego Corp.

and Steven Gatoff.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 3, 2023).

10.9* Change in Control Agreement dated October 25, 2021 between Inseego Corp.

and Robert G.

Barbieri (incorporated by reference to Exhibit 10.3 to the Company’s Current on Form 8-K/A, filed October 26, 2021).

10.10 Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp.

(as Guarantor) (incorporate d by reference to the Company ’ s (incoroporated by reference to Exhibit 10.3 to the Company ’ s Quarterly Report on form 10-Q, filed November 3, 2022 .

10.11 First Amendment, dated as of December 15, 2022, to Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp.

(as Guarantor) (incorporated by reference to Exhibit 10.20 t o the Company ’ s Annual Report on form 10-K, filed March 3, 2023) .

10.12 Third Amendment, dated as of May 2, 2023, to Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp.

(as Guarantor) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q, filed on May 3, 2023).

10.13 Exit Fee Letter Agreement, dated May 2, 2023, between Inseego Wireless, Inc., South Ocean Funding, LLC, and North Sound Ventures, LP.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q, filed on May 3, 2023).

10-Q 10.1 11/3/2023

10.7 Form of Common Stock Purchase Warrant.

8-K 10.3 7/1/2024

Incorporated by Reference to:

10.8 Share Purchase Agreement dated September 16, 2024.

8-K 2.1 9/16/2024

10.9 License Agreement dated September 16, 2024.

8-K 10.1 9/16/2024

10.10 Transitional Services Agreement dated September 16, 2024.

8-K 10.2 9/16/2024

10.11 Form of Exchange Agreement dated November 6, 2024

8-K 10.1 11/12/2024

10.12 Security and Pledge Agreement dated November 6, 2024

8-K 10.2 11/12/2024

10.13 Form of Common Stock Purchase Warrant

8-K 10.3 11/12/2024

10.14 Registration Rights Agreement dated November 6, 2024

8-K 10.4 11/12/2024

Insider Trading Policy

21** Subsidiaries of Inseego Corp.

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February 19, 2025 INSEEGO CORP.

By /s/ Ashish Sharma

Ashish Sharma

By /s/ Juho Sarvikas

Juho Sarvikas

Chief Executive Officer

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Signature Title Date

/s/ Ashish Sharma Chief Executive Officer

(Principal Executive Officer) February 21, 2024

Ashish Sharma

/s/ Juho Sarvikas Chief Executive Officer

(Principal Executive Officer)

February 19, 2025

Juho Sarvikas

/s/ Steven Gatoff Chief Financial Officer

(Principal Financial and Accounting Officer) February 21, 2024

(Principal Financial Officer)

February 19, 2025

Steven Gatoff

/s/ Jeffrey Tuder Director February 21, 2024

Jeffrey Tuder

/s/ Christopher Lytle Director February 21, 2024

Christopher Lytle

Paul McClaskey

Chief Accounting Officer

(Principal Accounting Officer)

February 19, 2025

Paul McClaskey

Avery Director February 19, 2025

/s/ Christopher Harland Director February 19, 2025

Christopher Harland

Avery Director February 21, 2024

/s/ Stephanie Bowers Director February 21, 2024

Stephanie Bowers

/s/ Philip Brace Director February 21, 2024

/s/ Brian Miller

Director February 19, 2025

/s/ Juho Sarvikas Director

February 19, 2025

Juho Sarvikas

/s/ Jeffrey Tuder Director February 19, 2025

Jeffrey Tuder

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Stockholders’ Deficit

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We have audited the accompanying consolidated balance sheets of Inseego Corp.

(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated February 19, 2025 , expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit s .

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

2 unchanged sentences

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(in thousands, except par value, share and per share data)

Current assets:

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Prepaid expenses and other 5,926 4,937

Current assets held for sale — 12,123

Total current assets 72,900 58,226

Property, plant and equipment, net of accumulated depreciation of $ 28,897 and $ 27,513 , respectively

Rental assets, net of accumulated depreciation of $ 7,003 and $ 5,484 , respectively

Intangible assets, net of accumulated amortization of $ 33,558 and $ 31,444 , respectively

3 unchanged sentences

Other assets 446 1,256

Non-current assets held for sale — 26,237

Total assets $ 99,999 $ 121,797

3 unchanged sentences

Accrued expenses and other current liabilities 30,133 21,049

2025 Convertible Notes, net 14,905 —

Revolving credit facility, net — 4,094

Current liabilities held for sale — 7,360

Total current liabilities 63,471 55,911

Long-term liabilities:

2025 Notes, net 159,912 158,427

Revolving credit facility, net — 7,851

2025 Convertible Notes, net — 159,912

Operating lease liabilities 2,627 3,972

Deferred tax liabilities, net 174 112

2029 Senior Secured Notes, net 41,830 —

Other long-term liabilities 4,755 2,351

Non-current liabilities held for sale — 1,644

Total liabilities 112,857 223,902

Commitments and Contingencies

Commitments and Contingencies (Note 11.)

Stockholders’ deficit:

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Series E Preferred stock, par value $ 0.001 ;

39,500 shares designated, 25,000 shares issued and outstanding as of December 31, 2023 and 2022 (aggregate liquidation preference of $ 35,123 )

39,500 shares designated, 25,000 shares issued and outstanding as of December 31, 2024 and December 31, 2023, aggregate liquidation preference of $ 38,392,444 as of December 31, 2024

Common stock, par value $ 0.001 ;

150,000,000 shares authorized, 11,878,557 shares issued and outstanding as of December 31, 2023 and 10,846,815 shares issued and outstanding as of December 31, 2022 ( * )

150,000,000 shares authorized, 14,990,712 and 11,878,557 shares issued and outstanding as of December 31, 2024 and December 31, 2023 ( * ) , respectively

Additional paid-in capital ( * )

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INSEEGO CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except share and per share data)

17 unchanged sentences

Total operating costs and expenses 67,082 71,733

Operating loss ( 36,282 ) ( 57,918 )

Operating income (loss) 1,715 ( 35,957 )

Other income (expense):

Loss on debt restructurings, net ( 2,851 ) —

Loss on extinguishment of revolving credit facility ( 788 ) —

Interest expense, net ( 10,906 ) ( 9,086 )

1 unchanged sentence

Loss before income taxes ( 13,680 ) ( 44,973 )

Income tax provision (benefit) 885 ( 465 )

Net loss ( 46,185 ) ( 67,969 )

Series E preferred stock dividends and deemed dividends ( 2,991 ) ( 2,736 )

Net loss attributable to common stockholders $ ( 49,176 ) $ ( 70,705 )

Income tax provision 689 43

Loss from continuing operations, net of tax ( 14,369 ) ( 45,016 )

Income (Loss) from discontinued operations (net of income tax provision of $ 1,956 and $ 841 , respectively)

18,941 ( 1,169 )

Net income (loss) 4,572 ( 46,185 )

Preferred stock dividends ( 3,269 ) ( 2,991 )

Net income (loss) attributable to common stockholders

$ 1,303 $ ( 49,176 )

Per share data:

Net loss per common share:

Net earnings (loss) per share:

Basic and diluted:

Continuing operations $ ( 1.41 ) $ ( 4.22 )

Discontinued operations 1.51 ( 0.10 )

Basic earnings (loss) per share (*)

$ 0.10 $ ( 4.32 )

Weighted-average shares used in computation of net loss per common share:

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

Basic and diluted (*) 12,535,756 11,372,069

11,372,069 10,726,933

(*) Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1

See accompanying notes to consolidated financial statements.

INSEEGO CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Year Ended December 31,

Net loss $ ( 46,185 ) $ ( 67,969 )

Other comprehensive (loss) gain:

Other comprehensive (loss) income:

Foreign currency translation adjustment $ ( 581 ) $ 1,002

Total comprehensive loss $ ( 45,183 ) $ ( 65,767 )

Release of cumulative foreign currency translation adjustments as a result of the sale of Telematics Business 6,126 —

Comprehensive income (loss) $ 10,117 $ ( 45,183 )

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

Rounding may affect summation.

See accompanying notes to consolidated financial statements.

10 unchanged sentences

Foreign currency translation adjustment — — — — — — 1,002 1,002

Adjustment relating to extinguishment of 2022 Notes — — — — 1,728 — — 1,728

Exercise of stock options, vesting of RSUs and stock issued under ESPP — — 310 3 1,187 — — 1,190

Taxes withheld on net settled vesting of RSUs — — ( 1 ) — ( 290 ) — — ( 290 )

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 228 3 ( 308 ) — — ( 305 )

Issuance of common shares in connection with a public offering, net of issuance costs — — 804 8 6,049 — — 6,057

Share-based compensation — — — — 7,444 — — 7,444

Series E preferred stock dividends — — — — 2,736 ( 2,736 ) — —

Preferred stock dividends — — — — 2,991 ( 2,991 ) — —

Impact of retroactively adjusted stock split — — — ( 10 ) 10 — — —

Balance, December 31, 2023 25 — 11,879 12 810,138 ( 906,928 ) ( 5,327 ) ( 102,105 )

Net loss — — — — — ( 46,185 ) — ( 46,185 )

— — — — — 4,572 — 4,572

Foreign currency translation adjustment — — — — — — ( 581 ) ( 581 )

Vesting of RSUs and stock issued under ESPP, net of taxes withheld — — 228 3 ( 308 ) — — ( 305 )

Issuance of common shares in connection with a public offering, net of issuance costs — — 804 8 6,049 — — 6,057

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 174 — 530 — — 530

Share-based compensation — — — — 3,939 — — 3,939

Series E preferred stock dividends — — — — 2,991 ( 2,991 ) — —

Impact of retroactively adjusted reverse stock split ( 10 ) 10 —

Issuance of common stock in connection with debt restructurings — — 2,938 3 44,286 — — 44,289

Issuance of common stock warrants in connection with debt restructurings — — — — 30,372 — — 30,372

Release of cumulative foreign currency translation adjustments as a result of the sale of Telematics Business — — — — — — 6,126 6,126

Preferred stock dividends — — — — 3,269 ( 3,269 ) — —

Balance, December 31, 2024 25 $ — 14,991 $ 15 $ 892,534 $ ( 905,625 ) $ 218 $ ( 12,858 )

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Cash flows from operating activities:

Net loss $ ( 46,185 ) $ ( 67,969 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Net income (loss) $ 4,572 $ ( 46,185 )

Adjustments to reconcile Net income (loss) to net cash provided by operating activities

(Income) Loss from discontinued operations, net of tax ( 18,941 ) 1,169

Depreciation and amortization 12,529 18,709

Fair value adjustment on derivative instrument — ( 926 )

Provision for expected credit losses 216 302

5 unchanged sentences

Amortization of debt discount and debt issuance costs 4,399 1,953

Loss on debt conversion and extinguishment, net — 450

Loss on extinguishment of revolving credit facility 788 —

Loss on debt restructurings, net 2,851 —

Deferred income taxes 62 9

7 unchanged sentences

Operating lease liabilities ( 1,230 ) ( 1,272 )

Net cash provided by (used in) operating activities 7,165 ( 33,289 )

Operating cash flows from continuing operations 26,657 3,750

Operating cash flows from discontinued operations 6,862 2,207

Net cash provided by operating activities 33,519 5,957

Cash flows from investing activities:

1 unchanged sentence

Additions to capitalized software development costs and purchases of intangible assets ( 4,961 ) ( 8,112 )

Net cash used in investing activities ( 10,169 ) ( 13,319 )

Investing cash flows from continuing operations ( 5,061 ) ( 8,336 )

Investing cash flows from discontinued operations 48,092 ( 1,833 )

Net cash provided by (used in) investing activities 43,031 ( 10,169 )

Cash flows from financing activities:

Payments related to repurchases of 2025 Convertible Notes ( 33,769 ) —

Proceeds from issuance of short-term loan and warrants, net of issuance costs 19,350 —

Repayments on short-term loan ( 19,500 ) —

Net repayments on asset-backed revolving credit facility ( 4,882 ) ( 3,757 )

Net repayment of bank and overdraft facilities — ( 186 )

Net (repayments) borrowings on asset-backed revolving credit facility ( 3,757 ) 7,851

Payment of debt issuance costs on asset-backed revolving credit facility — ( 1,126 )

Principal payments under finance lease obligations — ( 62 )

Principal payments on financed assets — ( 1,567 )

Proceeds from a public offering, net of issuance costs — 6,057

Proceeds from stock option exercises and ESPP 20 97

Net cash provided by financing activities 2,211 5,427

Financing cash flows from continuing operations ( 38,781 ) 2,211

Financing cash flows from discontinued operations — —

Net cash provided by (used in) financing activities ( 38,781 ) 2,211

Effect of exchange rates on cash ( 582 ) 1,169

Net increase (decrease) in cash, cash equivalents and restricted cash

37,187 ( 832 )

Cash, cash equivalents and restricted cash, beginning of period

Cash and cash equivalents, end of period $ 7,519 $ 7,143

Cash, cash equivalents and restricted cash, end of period

$ 39,596 $ 2,409

Supplemental disclosures of cash flow information:

3 unchanged sentences

Supplemental disclosures of non-cash activities:

Transfer of inventories to rental assets $ 3,415 $ 442

Right-of-use assets obtained in exchange for operating leases liabilities $ 1,030 $ 705

Capital expenditures financed through accounts payable or accrued liabilities $ 235 $ 98

2029 Senior Secured Notes issued in exchange for 2025 Convertible Notes $ 42,557 $ —

Common stock issued in exchange for 2025 Convertible Notes $ 44,930 $ —

Warrants issued in exchange for 2025 Convertible Notes $ 27,603 $ —

Purchase price receivable for Telematics divestiture within prepaid and other current assets $ 710 $ —

Accrued taxes related to Telematics divestiture $ 900 $ —

See accompanying notes to consolidated financial statements.

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(the “Company”, “Inseego”, “We” or “Our”) is a leader in the design and development of fixed and mobile wireless products as well as cloud solutions for businesses, consumers, and governments around the globe.

Our products and solutions are powered by our key wireless innovations in mobile and FWA technologies, including a suite of products employing the 5G NR standards, and purpose-built SaaS cloud platforms.

Inseego is a Delaware corporation formed in 2016 and is the successor to Novatel Wireless, Inc., a Delaware corporation formed in 1996, resulting from an internal reorganization that was completed in November 2016.

The Company’s principal executive office is located at 9710 Scranton Road, Suite 200, San Diego, CA 92121.

The Company’s corporate offices are also located at 9710 Scranton Road, Suite 200, San Diego CA 92121 and its sales and engineering offices are located throughout the world.

Our products and solutions are powered by our key wireless innovations in mobile and FWA technologies, including a suite of 5G products and purpose-built SaaS cloud platforms.

Inseego is a Delaware corporation formed in 2016 and is the successor to Novatel Wireless, Inc., a Delaware corporation formed in 1996.

The Company’s principal executive and corporate offices are located at 9710 Scranton Road, Suite 200, San Diego, CA 92121.

Inseego’s common stock trades on the NASDAQ Global Select Market under the trading symbol “INSG.”

9 unchanged sentences

These reclassifications had no effect on previously reported operating results.

During 2023 the Company has reclassified revenue on the 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.

See Revenue Recognition below for a description of these groupings.

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.

Divestiture of the Telematics Business

On November 27, 2024, the Company completed the previously announced sale of its fleet management and telematics solutions business, which has operations in the United Kingdom, Europe, Australia and New Zealand (the “Telematics Business”).

The sale of the Telematics Business was completed pursuant to the Share Purchase Agreement, which was entered into on September 16, 2024 with Light Sabre SPV Limited (the “Purchase Agreement”).

Pursuant to the terms of the Purchase Agreement, Ctrack Holdings (the “Purchaser”), as assignee of Light Sabre SPV Limited, acquired the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary for $ 52.0 million in an all-cash transaction (the “Sale Transaction”).

The Purchase Agreement provided for a working capital adjustment, which was determined in December 2024 and funded in January 2025, resulting in an increase to the initial purchase consideration of $ 0.7 million as a result of changes in closing working capital and net debt.

In accordance with the authoritative guidance for discontinued operations (Accounting Standards Codification (“ASC”) 205-20), the Company determined that the Telematics Business met the held-for sale and discontinued operations accounting criteria at the end of the third quarter of 2024.

Accordingly, within these consolidated financial statements, the assets and liabilities associated with the Telematics Business disposal group prior to its sale have been classified as held for sale within the Consolidated Balance Sheets and its operations and cash flows have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows.

Refer to Note 2 – Held for Sale and Discontinued Operations 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 Consolidated Financial Statements relate solely to the Company's continuing operations.

Held for Sale and Discontinued Operations

The Company classifies assets and liabilities to be sold (disposal group) as held for sale in the period when all of the applicable criteria are met, including:

(i) management commits to a plan to sell, (ii) the disposal group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

disposal group is generally probable of being completed within one year.

Management performs an assessment at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary.

Assets and liabilities held for sale are presented separately within the Consolidated Balance Sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell.

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 years ended December 31, 2024 or 2023.

The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that will have a major effect on its operations and financial results.

The results of discontinued operations are reported as Income from discontinued operations, net of tax in the Consolidated Statements of Operations and 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 divested business and excludes any cost allocations associated with any shared or corporate functions unless otherwise dedicated to the divested business.

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.

Transactions between the businesses held for sale and businesses held for use that are expected to continue after the disposal are not eliminated in order to appropriately reflect the continuing operations as well as the activity to be disposed of.

Interest costs are included as a component of Income from discontinued operations, net of tax for debt specifically attributable to the discontinued operation or debt that is obligated to be repaid in connection with the completion of the divestiture.

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.

Reverse Stock Split

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Information

The Company has one reportable segment.

The Chief 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 is based solely on the Company’s consolidated operations and financial results.

As of December 31, 2024, the Company’s Chief Operating Decision Maker (“CODM”) was its Executive Chairman.

The Company’s Executive Chairman left the Company in February 2025, at which point, the Company’s CODM became its Chief Executive Officer.

Neither of these CODMs manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and financial results.

See Note 13 – Segment, Geographic, and Concentrations of Risk Information for more information.

Use of Estimates

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Estimates are assessed each period and updated to reflect current information.

Significant estimates include revenue recognition, 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.

Risks and Uncertainties

We may be affected by various macroeconomic factors and the current and future conditions in the global financial markets.

The global credit and financial markets have recently experienced volatility and disruptions, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, rising interest rates, inflation, increases in unemployment rates and uncertainty about economic stability.

The inflationary pressures impacting the global supply chain could potentially increase the cost of revenues in the current and future years.

The ongoing inflation challenges could adversely impact future revenues, gross margins and financial results.

Furthermore, a global semiconductor supply shortage continues to have wide-ranging impacts across the technology industry.

While the shortage has not materially impacted the Company’s operations and financial results, it may negatively impact the Company’s customers and the supply of materials needed for testing and production timeline.

The Company’s suppliers, contract manufacturers, and customers are all taking actions to reduce the impact of the semiconductor shortage;

however, if the shortage persists, the impact on operations and financial results could be material.

As of December 31, 2023, the Company had available cash and cash equivalents totaling $ 7.5 million, working capital of $ 2.3 million, and $ 3.2 million of availability to borrow under its secured asset-backed Credit Facility (as defined below).

The Company has a history of operating and net losses and overall usage of cash from operating and investing activities.

The Company’s management believes that its cash and cash equivalents on-hand, together with anticipated cash flows from operations, expected availability under its secured asset-backed Credit Facility, and anticipated savings from ongoing cost reduction efforts, will be sufficient to meet its cash flow needs for the next twelve months from the filing date of this report.

The Company’s ability to attain profitable operations and generate positive cash flow is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure.

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 as a result of potential litigation or otherwise, 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.

The Company’s Credit Facility has a maturity date of December 31, 2024.

The Company’s convertible 2025 Notes (as defined below) have a principal balance of $ 161.9 million and matures on May 1, 2025.

The Company’s intention is to restructure or refinance the Credit Facility and the 2025 Notes, however there can be no assurance that any required or desired restructuring or financing will be available on terms favorable to the Company, or at all.

See Note 5 – Debt for more information on the Credit Facility and the 2025 Notes.

Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract

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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.

Cash, Cash Equivalents, and Restricted Cash

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Cash and cash equivalents are recorded at market value, which approximates cost.

There are no cash equivalents as of December 31, 2023 or December 31, 2022.

Gains and losses associated with the Company’s foreign currency denominated demand deposits are recorded as a component of other income, net, in the consolidated statements of operations.

Restricted cash held in escrow as of December 31, 2021 was released during 2022 and we no longer have any restricted cash on our balance sheet as of December 31, 2023 and December 31, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There are no cash equivalents or restricted cash amounts as of December 31, 2024 or 2023.

Gains and losses associated with the Company’s foreign currency denominated demand deposits are recorded as a component of other income, net, in the Consolidated Statements of Operations and Comprehensive Income.

Revenue Recognition

The Company’s products and services primarily include intelligent mobile hotspots, wireless routers for IoT applications, USB modems, integrated telematics and mobile tracking hardware devices, which are supported by applications software and cloud services designed to enable customers to easily analyze data insights and configure and manage their hardware.

The Company’s products and services primarily include mobile hotspots, wireless routers, and USB modems, which are supported by software and cloud services designed to enable customers to easily analyze data insights and configure and manage their hardware.

The Company classifies its revenues from the sale of its products and services into two categories, Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Services and Other.

See geographic disaggregation information in Note 12 – Geographic Information and Concentrations of Risk .

A description of each of the Company’s revenue classifications is as follows:

Mobile Solutions :

Our Mobile wireless product portfolio consists of intelligent mobile broadband solutions, HD quality VoLTE products, 4G mobile solutions and an advanced 5G portfolio of mobile products.

Our mobile broadband solutions, sold under the MiFi brand, are actively used by millions of end users annually to provide secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks.

Our mobile portfolio includes cloud offerings with Inseego Connect for device management, and 5G SD EDGE for secure networking enabling corporate managed mobile remote workforce.

Our mobile broadband devices, sold under the MiFi brand, are actively used by millions of end users to provide secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks.

Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Services and Other below.

Our Mobile Solutions customer base is primarily comprised of mobile operators.

These mobile operators include Verizon Wireless, T-Mobile and U.S.

Cellular in the United States, Rogers and Telus in Canada, and various companies in other vertical markets.

Fixed Wireless Access Solutions:

O ur Fixed Wireless Solutions product portfolio consists of indoor, outdoor and industrial wireless broadband solutions.

Our Fixed Wireless solutions, sold under the Wavemaker and Skyus brands, are sold by wireless operators such as T-Mobile, U.S.

Our fixed wireless access solutions are deployed by enterprise and SMB customers for their distributed sites and employees as a fully secure and corporate managed wireless WWAN solution.

The portfolio consists of indoor, outdoor and industrial routers and gateways supported by our cloud offering – Inseego Connect – for device management.

Revenues related to our cloud offerings of Inseego Connect are included within Services and Other below.

These devices, sold under the Wavemaker brands, are sold by mobile operators such as T-Mobile, U.S.

Cellular and Verizon Wireless along with distribution and channel partners.

Services and Other:

Services and other primarily consists of various subscription offerings within the Company’s telematics platforms, which provide fleet vehicle, aviation ground vehicle and asset tracking and performance information, and other telematics applications;

services performed under our Inseego Subscribe SaaS application, which provides managed the selection, deployment, and spend of customers’ wireless assets;

and non-recurring engineering services provided to our customers.

A substantial majority of our Services and Other revenue comes from providing a SaaS wireless subscriber management solution (Inseego Subscribe) for carrier’s management of their government and complex enterprise customer subscriptions.

Services and Other revenue also includes the Company’s above mentioned Inseego Connect offering.

We also categorize non-recurring engineering services we provide to our customers as Service and Other revenue.

Revenue Recognition Criteria

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Customer Contracts

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The Company routinely enters into a variety of agreements with customers, including quality agreements, pricing agreements and master supply agreements which outline the general commercial terms and conditions under which the Company does business with a specific customer, including shipping terms and pricing for the products and services that the Company offers.

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Performance Obligations

The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and the Company accepts the order.

The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location

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specified in the customer’s contract and/or purchase order.

The Company’s performance obligations are generally established when a customer submits a purchase order notification for goods and services, and the Company accepts the order.

The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order.

The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time the Company has an unconditional right to receive payment.

The Company’s prices are fixed and have no history of being affected by contingent events that could impact the transaction price.

The Company does not offer price concessions and does not accept payment that is less than the price stated upon acceptance of a customer purchase order.

The Company generally does not offer price concessions and does not accept payment that is less than the price stated upon acceptance of a customer purchase order.

The Company enters into contracts that may include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations.

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As each day of providing access to the software is substantially the same, and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its subscription services arrangements include a single performance obligation comprised of a series of distinct services.

The Company’s SaaS subscriptions also include an unspecified volume of call center support and any remote system diagnostic and software upgrades as needed.

The Company’s SaaS subscriptions also include call center support and remote system diagnostic and software upgrades as needed.

These services are combined with the recurring monthly subscription service since they are highly interrelated and interdependent.

Our telematics services include devices which collect and transmit information from vehicles or other assets.

The Company’s customers have an option to purchase the monitoring device or lease it over the term of the contract.

If the customer purchases the hardware device, the Company recognizes the revenue at a point in time as discussed above.

Because the Company’s rental asset contracts qualify as operating leases under Accounting Standards Codification (“ASC”) 842, Leases , and the contracts also include services to operate and maintain the underlying asset, the Company has elected to combine the lease and non-lease components because the service is the predominant element in the eyes of the customer and the pattern of service delivery is the same for both elements.

The Company recognizes revenue ratably over time throughout the term of the contract.

Professional services revenue.

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When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations.

The Company considered the performance obligations in its customer master supply agreements and determined that, for the majority of its revenue, the Company generally satisfies performance obligations at a point in time upon delivery of the product to the customer.

When there are multiple performance obligations within a single

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In instances where the software elements included within hardware for various products are considered to be functioning together with non-software elements to provide the tangible product’s essential functionality, these arrangements are accounted for as a single distinct performance obligation.

Judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation.

contract, the Company allocates the total contract price to each distinct performance obligation based on their stand-alone selling prices (“SSPs”).

Judgment is required to determine the SSP for each distinct performance obligation.

When available, the Company uses observable inputs to determine SSP.

In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP based on a cost-plus model as market and other observable inputs are seldom present based on the proprietary nature of the Company’s products.

Contract Assets

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As of December 31, 2024 and 2023, the Company had contract liabilities comprised of $ 9.2 million and $ 2.7 million of short-term deferred revenue included within accrued expenses and other current liabilities and $ 4.6 million and $ 1.7 million of long-term deferred revenue included within other long-term liabilities on the consolidated balance sheets, respectively.

During the years ended December 31, 2024 and 2023, $ 21.0 million and $ 2.8 million, respectively, of revenue was deferred due to unsatisfied performance obligations for service contracts and undelivered product commitments, $ 11.5 million and $ 1.3 million, respectively, of revenue was recognized for the satisfaction of performance obligations, and $ 2.7 million and $ 1.6 million, respectively, of this recognized revenue was included in the contract liability balance at the beginning of the period, respectively.

Cost of Revenues

Cost of revenues includes the costs associated with the manufacturing of our portfolio of hardware devices, as well as direct personnel costs for employees and contractors, depreciation and amortization, and other period adjustments related to costs of inventories sold or for sale or use in manufacturing.

Cost of revenues includes the costs associated with the manufacturing of our portfolio of hardware devices, as well as direct personnel costs for employees and contractors, and other period adjustments related to costs of inventories sold or for sale or use in manufacturing.

Shipping and Handling Charges

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The Company performs ongoing credit evaluations of its customers.

The Company’s payment terms are generally net 30 days from invoice date and could go up to 90 days for large carrier customers.

The Company’s payment terms are generally net 30 or 60 days from invoice date.

The Company recognizes an allowance for credit losses at the time a receivable is recorded based on its estimate of expected credit losses and adjusts this estimate over the life of the receivable as needed.

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At each balance sheet date, the unamortized capitalized software development cost for external use is compared to its net realizable value by analyzing critical inputs such as expected future lifetime revenue.

The amount by which unamortized software costs exceed the net realizable value, if any, is recognized as a charge to amortization expense in the period it is determined.

The amount by which unamortized software costs exceed the net realizable value, if any, is recognized as a charge to impairment expense in the period it is determined.

Software Development Costs for Internal Use

Costs incurred in the preliminary stages of development are expensed as incurred and included in research and development expense in the consolidated statements of operations.

Costs incurred in the preliminary stages of development are expensed as incurred and included in research and development or general and administrative expense in the consolidated statements of operations.

Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized.

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Maintenance and training costs are expensed as incurred.

Capitalized internal-use software costs are recorded as

Capitalized internal-use software costs are recorded as intangible assets and are amortized on a straight-line basis to depreciation and amortization expense in the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

intangible assets and are amortized on a straight-line basis to general and administrative expense in the consolidated statement of operations over the estimated useful life of the software.

consolidated statement of operations over the estimated useful life of the software.

The Company tests these assets for impairment whenever events or circumstances occur that could impact their recoverability.

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An impairment charge is recognized if the fair value of the business (reporting unit) is less than its carrying value.

The Company has identified two reporting units for the purpose of goodwill impairment testing, Ctrack and Inseego North America (“INA”), and performed a qualitative test for goodwill impairment of the two reporting units during the fourth fiscal quarter.

Based upon the results of qualitative testing, the Company believed that it was more-likely-than not that the fair value of these reporting units were greater than their respective carrying values.

For the years ended December 31, 2023 and 2022, the Company recorded no impairment loss related to goodwill.

The Company has identified one reporting unit for the purpose of goodwill impairment testing and performed a qualitative test for goodwill impairment of the one reporting unit during the fourth fiscal quarter.

Based upon the results of qualitative testing performed in the fourth quarter of both 2024 and 2023, the Company determined that it was more-likely-than not that the fair value of the reporting unit with goodwill were greater than their respective carrying values and no impairment loss related to goodwill was recorded during the years ended December 31, 2024 or 2023.

Long-Lived Assets

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Fair value is determined based on an evaluation of the assets’ associated discounted future cash flows or appraised value .

For the years ended December 31, 2023 and 2022, the Company had no impairment loss related to long-lived assets, except for the impairment of the capitalized software development costs for internal and external use, described further Note 3 – Goodwill and Other Intangible Assets .

For the years ended December 31, 2024 and 2023, the Company had no impairment loss related to long-lived assets, except for the impairment of the capitalized software development costs for internal and external use, described further in Note 4 – Goodwill and Other Intangible Assets .

Property, Plant and Equipment

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Land is not depreciated.

Buildings are depreciated over 50 years.

Leasehold improvements are depreciated over the shorter of the related remaining lease period or useful life, not to exceed 5 years.

Product tooling is depreciated over 13 months.

Computer equipment, purchased software, vehicles, production equipment, and furniture and fixtures, are depreciated over lives ranging from 2 to 7 years.

Computer equipment, purchased software, vehicles, production equipment, and furniture and fixtures, are depreciated over useful lives ranging from 2 to 7 years.

Amortization of equipment under finance leases is included in depreciation expense.

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Expenditures for major renewals and betterment that extend the useful lives of existing property, plant and equipment are capitalized and depreciated.

Upon retirement or disposition of property, plant and equipment, any resulting gain or loss is recognized in other income (expense), net, in the consolidated statements of operations.

Rental Assets

The cost of rental assets, which represents fleet management and vehicle tracking hardware installed in customers’ vehicles where such hardware is provided as part of a fixed term contract with the customer, is capitalized and disclosed separately in the consolidated balance sheets.

The Company recognizes depreciation expense on rental assets to costs of services and other revenues on a straight-line basis over the term of the contract, generally three to four years , commencing on installation of the rental asset.

Upon retirement or disposition of property, plant and equipment, any resulting gain or loss is recognized in other income (expense), net, in the Consolidated Statements of Operations and Comprehensive Income.

The Company accounts for debt in accordance with ASC 470, Debt and records specific incremental costs paid to third parties in connection with the issuance of long-term debt are deferred as a direct deduction from the carrying value of the associated debt liability on its consolidated balance sheet.

The deferred financing costs are amortized as interest expense over the term of the related debt using the effective interest method.

Debt Modifications and Extinguishments

When the Company modifies or extinguishes debt, it first evaluates whether the modification qualifies as a troubled debt restructuring (TDR) under ASC Topic 470-60, which requires debt modifications to be evaluated to determine if (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession.

If a TDR is determined not to have occurred, the Company evaluates the modification in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether debt modification or debt extinguishment accounting is applicable.

This evaluation includes analyzing whether there are significant and consequential changes to the economic substance of the note.

If the change is deemed insignificant then the change is considered a debt modification, whereas if the change is substantial the change is reflected as a debt extinguishment.

If debt extinguishment guidance applies, the previous debt principal amount is removed, the previously capitalized debt issuance costs are expensed, the value of instruments exchanged are recorded, including cash, new debt, warrants and common stock, and a gain or loss on extinguishment of debt is recorded.

If debt modification guidance applies, no gain or loss is recorded and the effective interest rate of the debt is updated based on the carrying value of the debt and the revised future cash flows.

Any previously capitalized debt issuance costs in a debt modification are amortized as interest expense over the term of the new debt instrument.

Convertible Debt Instruments

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The Company amortizes the debt discount over the life of the debt instrument as additional non-cash interest expense utilizing the effective interest method.

The convertible debt and the derivative liability are presented in total on the consolidated balance sheet.

The derivative liability is remeasured at each reporting period with changes in fair value recorded in the consolidated statements of operations within other income (expense), net.

The convertible debt and the derivative liability are presented in aggregate on the Consolidated Balance Sheets.

The derivative liability is remeasured at each reporting period with changes in fair value recorded in the Consolidated Statements of Operations and Comprehensive Income within other income (expense), net.

Derivative Financial Instruments

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Research and Development

Research and development expense consists primarily of personnel costs for our engineers engaged in the design and development of our products, software and technologies, project material costs, services, depreciation and amortization.

Such costs are charged to research and development expense as they are incurred, to the extent not capitalized as software development costs for external or internal use.

Lease Accounting

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Lessee Arrangements

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Rental expense related to operating leases is recognized on a straight-line basis over the lease term.

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Company has elected the practical expedient to exclude any short-term lease, defined as a lease with an original term of 12 months or less, from the provisions of ASC 842, Leases .

The Company has elected the practical expedient to exclude any short-term lease, defined as a lease with an original term of 12 months or less, from the provisions of ASC 842, Leases .

Variable lease payments that do not depend on an index or rate are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.

The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise.

Lessor Arrangements

The Company serves as lessor for certain monitoring device leases and classifies such arrangements as operating leases.

Accordingly, the Company carries rental devices at historical cost less accumulated depreciation and impairment, if any.

The Company combines the lease and the non-lease components under these arrangements because the service is the predominant element from the customer’s perspective and the pattern of service delivery is the same for both elements.

The Company accounts for the combined component as a single performance obligation under ASC 606.

Foreign Currency Transactions

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A change in the exchange rate between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction.

Such increase or decrease is reported by the Company as a foreign currency transaction gain or loss within Other income (expense), net, in the consolidated statements of operations.

Such increase or decrease is reported by the Company as a foreign currency transaction gain or loss within Other income (expense), net, in the Consolidated Statements of Operations and Comprehensive Income.

We recognize foreign currency transaction gains and losses primarily on intercompany transactions between certain subsidiaries in foreign countries.

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The Company will continue to evaluate the necessity of the valuation allowance based on the remaining deferred tax assets.

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The Company recognizes the impact of an uncertain income tax position on an income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

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The Company’s policy is to include interest and penalties related to such positions as a component of income tax expense.

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The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business.

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The Company measures the compensation cost associated with all share-based payments based on grant date fair values.

The fair value of each stock option and stock purchase right is estimated on the date of grant using an option pricing model that meets certain requirements.

The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options and stock purchase rights.

The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends.

For grants of stock options, the Company uses a blend of historical and implied volatility for traded options on its stock in order to estimate the expected volatility assumption required in the Black-Scholes model.

The Company’s use of a blended volatility estimate in computing the expected volatility assumption for stock options is based on its belief that while the implied volatility is representative of expected future volatility, the historical volatility over the expected term of the award is also an indicator of expected future volatility.

Due to the short duration of stock purchase rights under the Company’s ESPP, the Company utilizes a blended volatility estimate that consists of implied volatility and historical volatility in order to estimate the expected volatility assumption of the Black-Scholes model.

The expected term of stock options granted is estimated using historical experience.

The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the Company’s stock options and stock purchase rights.

The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts.

The grant date fair value of time-based RSUs is the closing market price of the Company’s common stock on the grant date, reduced by the present value of expected dividends to be paid on the Company’s common stock prior to vesting, if any.

For ESPP rights and stock options with only service conditions, the Company generally uses the Black-Scholes option pricing model to estimate their grant date fair value.

For equity awards that include both service and market-based conditions, the Company estimates the awards’ grant date fair value using the Monte Carlo simulation technique.

The Company estimates forfeitures at the time of grant and revises these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company estimates its forfeiture rate assumption for all types of share-based compensation awards based on historical forfeiture rates related to each category of award.

Compensation cost associated with grants of restricted stock units are measured at fair value, which has historically been the closing price of the Company’s common stock on the date of grant.

The Company recognizes share-based compensation expense over the requisite service period of each individual award, which generally equals the vesting period, using the straight-line method for awards that contain only service conditions.

For awards that contain performance conditions, the Company recognizes the share-based compensation expense on a straight-line basis for each vesting tranche, when achievement of that tranche is considered probable.

The Company recognizes share-based compensation expense over the requisite service period of each individual award, which generally equals the vesting period, using the straight-line method.

The Company evaluates the assumptions used to value stock awards on a quarterly basis.

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Net Loss Per Share Attributable to Common Stockholders

Net loss attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares that were outstanding during the period.

Diluted net loss attributable to common stockholders (“EPS”) reflects the potential dilution that could occur if securities or other contracts to acquire common stock were exercised or converted into common stock.

Net Income (Loss) Per Share Attributable to Common Stockholders

Net income (loss) attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares that were outstanding during the period.

Diluted net income (loss) attributable to common stockholders (“EPS”) reflects the potential dilution that could occur if securities or other contracts to acquire common stock were exercised or converted into common stock.

Potentially dilutive securities are excluded from the diluted EPS computation in loss periods as their effect would be anti-dilutive.

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Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)- Accounting For Convertible Instruments and Contracts in an Entity's Own Equity .

The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it.

The ASU also simplifies the diluted net income per share calculation in certain areas.

The guidance is effective for annual and interim periods beginning after December 15, 2021.

The Company adopted the ASU in the first quarter of 2022 and there was no impact to the consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40).

The ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options.

The ASU is effective for annual and interim periods beginning after December 15, 2021.

The Company adopted the ASU in the first quarter of 2022 and there was no impact to the consolidated financial statements.

In September 2022, the FASB issued ASU No.

In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50).

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The Company adopted the ASU in the first quarter of 2023 and there was no impact to the consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative .

The FASB issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports.

The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K.

The company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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The amendment in the ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures.

The Company adopted this ASU in the current year with additional disclosures detailed in the subsequent notes.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) .

This ASU requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items.

The guidance is effective for annual periods beginning after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027, on a retrospective basis.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) .

This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.

Adoption can be on a prospective or retrospective basis.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Held for Sale and Discontinued Operations

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.

On November 27, 2024, the Company completed the sale of its Telematics Business for an adjusted purchase price of $ 52.7 million and recognized a pre-tax gain on the sale of $ 18.5 million that was recognized in Income from discontinued operations, net of tax within the Consolidated Statements of Operations and Comprehensive Income.

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the Telematics Business.

The following table summarizes Income from discontinued operations, net of tax included in the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2024 and 2023 (in thousands):

Year Ended December 31,

Services and other revenues $ 27,967 $ 28,402

Services and other cost of revenues 12,242 11,724

Gross profit from discontinued operations 15,725 16,678

Operating costs and expenses:

Research and development 1,152 1,789

Sales and marketing 4,672 4,872

General and administrative 6,120 4,868

Depreciation and amortization 1,293 1,351

Impairment of capitalized software — 4,124

Total operating costs and expenses 13,237 17,004

Operating income from discontinued operations 2,488 ( 326 )

Other (expense) income:

Interest income, net 12 14

Other income (expense), net ( 59 ) ( 16 )

Gain on sale of discontinued operation (a)

Income from discontinued operations before income taxes 20,897 ( 328 )

Income tax provision

Income from discontinued operations, net of tax $ 18,941 $ ( 1,169 )

(a) The gain on sale realized in fiscal 2024 includes the release of Accumulated other comprehensive income of $ 6.1 million associated with the realization of cumulative translation gains attributed to the Telematics Business

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s Telematics Business’ held for sale assets and liabilities in the Consolidated Balance Sheet (in thousands):

Current assets:

Cash and cash equivalents $ 5,110

Accounts receivable, net 4,414

Inventories 2,325

Prepaid expenses and other 274

Current assets held for sale 12,123

Non-current assets:

Property, plant and equipment, net 369

Rental assets, net 5,083

Intangible assets, net 1,422

Goodwill 17,973

Operating lease right-of-use assets 1,390

Non-current assets held for sale 26,237

Total assets held for sale $ 38,360

Current liabilities:

Accounts payable $ 1,387

Accrued expenses and other current liabilities 5,973

Current liabilities held for sale 7,360

Long-term liabilities:

Operating lease liabilities 1,067

Deferred tax liabilities, net 568

Other long-term liabilities 9

Non-current liabilities held for sale 1,644

Total liabilities held for sale $ 9,004

The Company also entered into a transition services agreement (“TSA”) with the Purchaser of the Telematics Business that commenced on November 27, 2024, to provide and receive customary services that relate to information technology infrastructure, website hosting, and transition support for a period not expected to exceed approximately 10 months.

Any amounts charged by the Company to the Purchaser under the TSA arrangement will not be recorded as revenue.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statement Details

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Total inventories $ 13,575 $ 20,555

During the year ended December 31, 2023, t he Company record ed a write-down of $ 9.6 million to reflect inventories at net realizable value, in addition to a $ 1.3 million write-off of capitalized inventory order fees.

Further, management accrued an additional $ 6.8 million in net charges for contract manufacturing liabilities (whose remaining balance is accrued in the Accrued Expenses and Other Current Liabilities section below) related to excess materials at the contract manufacturers’ sites.

All $ 17.7 million of these charges are recorded i n product cost of revenues on the consolidated statement of operations.

Prepaid expenses and other

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Furniture and fixtures 739 739

Vehicles 115 119

Leasehold improvements 767 767

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Total property, plant and equipment, net $ 1,102 $ 2,389

Rental assets

Rental assets consist of the following (in thousands):

Rental assets $ 12,086 $ 10,300

Less—accumulated depreciation ( 7,003 ) ( 5,484 )

Total rental assets $ 5,083 $ 4,816

INSEEGO CORP.

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Depreciation and amortization

Depreciation and amortization expense related to property, plant and equipment, including rental assets and property, plant and equipment under finance leases, was $ 6.1 million and $ 7.1 million for the years ended December 31, 2023 and 2022, respectively.

Depreciation and amortization expense related to property, plant and equipment was $ 1.4 million and $ 2.9 million for the years ended December 31, 2024 and 2023, respectively.

Accrued expenses and other current liabilities

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

Royalties $ 845 $ 992

Payroll and related expenses 4,159 8,873

Warranty obligations 480 480

Professional fees 310 738

Accrued interest 1,038 1,112

Deferred revenue $ 9,245 $ 2,717

Customer advances — 2,828

Operating lease liabilities 1,681 1,759

Payroll and related expenses 7,997 3,608

Accrued contract manufacturing liabilities 4,772 7,537

Value added tax payables 531 449

Operating lease liabilities 1,346 1,226

Royalties 954 845

Accrued interest 926 1,038

Other 4,893 4,078

Total accrued expenses and other current liabilities $ 30,133 $ 21,049

Other long-term liabilities

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

Long-term deferred revenue $ 4,608 $ 1,704

Other 147 647

Total other long-term liabilities $ 4,755 $ 2,351

As of December 31, 2024, of the $ 4.6 million long-term deferred revenue balance, $ 4.4 million relates to performance obligations expected to be satisfied between one and two years, and $ 0.3 million relates to performance obligations expected to be satisfied between two and three years from December 31, 2024.

Goodwill and Other Intangible Assets

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Finite-lived intangible assets:

Developed technologies $ 4,534 $ ( 4,016 ) $ 518

Trademarks and trade names 4,700 ( 4,118 ) 582

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The following table represents details of the amortization of finite-lived intangible assets that is estimated to be expensed in the future (in thousands):

2024 $ 11,115

Thereafter 903

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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 Notes (see Note 5 – Debt ).

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 6 – Debt ).

The fair value of that liability was zero as of both December 31, 2024 and 2023.

The interest make-whole payment derivative liability is a Level 3 instrument.

No transfers between levels occurred during the years ended December 31, 2024 and 2023.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of the interest make-whole derivative liability at December 31, 2023 and December 31, 2022 was determined using assumptions which include an implied credit spread rate for notes with a similar term, the expected volatility and dividend yield of the Company’s common stock and the risk-free interest rate.

During the years ended December 31, 2023 and 2022, there were no conversions of the 3.25 % convertible senior notes due 2025 (the “2025 Notes”) into shares of the Company’s common stock.

During the year ended December 31, 2023, there was no change in the fair value of the interest make-whole liability.

For the year ended December 31, 2022, the Company recorded a $ 0.9 million gain as a result of the changes in fair value of the interest make-whole liability within other income (expense), net on the consolidated statement of operations.

The estimated fair value of the interest make-whole derivative liability at December 31, 2024 and 2023 was determined using assumptions which include an implied credit spread rate for notes with a similar term, the expected volatility and dividend yield of the Company’s common stock and the risk-free interest rate.

During the years ended December 31, 2024 and 2023, there were no conversions of the 3.25 % convertible senior notes due 2025 (the “2025 Convertible Notes”) into shares of the Company’s common stock.

During the years ended December 31, 2024 and 2023, there were no changes in the fair value of the interest make-whole liability.

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 Notes.

The 2025 Notes are carried at amortized cost, adjusted for changes in fair value of the embedded derivative.

Convertible Notes

In May 2020, the Company completed both a registered public offering, and a privately negotiated exchange agreement, that resulted in the issuance of the 2025 Notes.

After taking into account exchanges and redemptions occurring in prior periods, the outstanding principal balance of the 2025 Notes was $ 161.9 million as of both December 31, 2023 and December 31, 2022 .

The 2025 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 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted.

The 2025 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 Notes may convert the 2025 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 Notes, the Company will deliver for each $1,000 principal amount of 2025 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.

The initial conversion rate for the 2025 Notes is 7.92896 shares of common stock per $1,000 principal amount of 2025 Notes, which represents an initial 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 Notes at a cash repurchase price equal to the principal amount of the 2025 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 Notes will 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 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

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 2029 Senior Secured Notes and 2025 Convertible Notes.

The 2029 Senior Secured Notes and 2025 Convertible Notes are carried at amortized cost, with the 2025 Convertible notes being adjusted for changes in fair value of the embedded interest make-whole payment derivative.

As detailed in Note 6 – Debt below, the 2029 Senior Secured Notes were initially recorded upon issuance at fair value.

The fair value of the 2029 Senior Secured Notes was determined based on a discounted cash flow model, which represents a Level 3 measurement.

The fair value was estimated using probability-weighted scenarios which include assumptions that are highly subjective and required judgment regarding significant matters, such as the timing of redemption, amount and timing of future cash flows and an adjusted market yield of 8.35 %.

The use of different assumptions could have a material effect on the fair value estimates.

Also detailed below in Note 6 – Debt, the Short-Term Loan (defined below) was initially recorded at an amount equal to the allocated gross proceeds of the loan based on the relative fair values of the Short-Term Loan and the Short-Term Loan Warrants (defined below) issued in connection with the loan.

The fair value of the Short-Term Loan used to allocate the gross proceeds was determined using a discounted cash flow model based on assumptions such as the amount and timing of the future cash flows and an estimated market yield of 27.57 %, which represents a Level 3 measurement.

Throughout the year ended December 31, 2024, the Company issued common stock warrants, including the Short-Term Loan Warrants, in connection with various debt restructuring arrangements, as discussed further in Note 6 – Debt.

The warrants expire four years from their respective dates of issuance and are exercisable on a cash basis at any time before their expiration dates.

The warrants are subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions and contain customary registration rights with respect to the shares of common stock issuable upon exercise of the warrants.

The warrants were issued with exercise prices ranging from $ 11.03 to $ 15.77 .

The warrants had a total grant date fair value of $ 30.8 million and were exercisable at issuance.

The common stock warrants were initially valued using a Black-Scholes option-pricing model, which represents a Level 3 measurement.

The following table provides weighted-average quantitative information, based on the relative number of warrants issued, regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the warrants at their respective issuance dates:

Year Ended December 31,

Exercise price $ 12.59

Expected dividend yield:

Risk-free interest rate:

Expected term (in years):

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

trading day immediately before the date the Company sends the related redemption notice;

2029 Senior Secured Notes

In connection with the 2025 Convertible Note exchange executed on November 6, 2024, as detailed further below in 2025 Convertible Note Repurchases and Exchanges , the Company issued to multiple noteholders approximately $ 40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”).

The 2029 Senior Secured Notes bear interest at 9.0 % per annum, to be paid in cash, in arrears, on a semi-annual basis, and have a maturity date of May 1, 2029.

The Company may, subject to certain provisions, issue additional principal amounts of the 2029 Senior Secured Notes with the same terms as the notes issued on November 6, 2024, with the exception of the first date on which interest expense begins to accrue.

The 2029 Senior Secured Notes are secured by a first priority lien on substantially all of the Company’s assets.

The Company may redeem all or part of the 2029 Senior Secured Notes at any time prior to May 1, 2029 at a redemption price equal to 100 % of the principal amount of the 2029 Senior Secured Notes to be redeemed, plus the present value of the sum of all required interest payments from such redemption date through May 1, 2029 at such redemption date, plus accrued and unpaid interest on such 2029 Senior Secured Notes to, but excluding, the redemption date.

The Company incurred $ 1.7 million of issuance costs for the 2029 Senior Secured Notes, $ 0.7 million of which was allocated to debt issuance costs and recorded as a direct reduction of the carrying amount of the 2029 Senior Secured Notes, $ 0.6 million of which was allocated to the common stock and $ 0.4 million of which was allocated to the warrants issued to the holders of the 2029 Senior Secured Notes and recorded within additional paid-in capital on the Consolidated Balance Sheets.

These warrants are further detailed below in the 2025 Convertible Notes section and within Note 8 – Stockholders' Equity (Deficit) .

The 2029 Senior Secured Notes were initially recorded at fair value, with all direct issuance costs being recorded as a direct reduction of the net carrying amount of the loan, resulting in an initial debt premium over the principal amount of the loan of $ 1.7 million that will be amortized to interest expense over the term of the loan.

As of December 31, 2024, $ 40.9 million of principal of the 2029 Senior Secured Notes was outstanding, $ 31.8 million of which was held by related parties.

The 2029 Senior Secured Notes, net consists of the following (in thousands):

Principal gross amount $ 40,879

unamortized debt premium 1,621

unamortized issuance costs ( 670 )

Net carrying amount $ 41,830

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 (described below), 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 established a loan (the “Short-Term Loan”) with an original principal amount of $ 19.5 million.

The Short-Term Loan was originally scheduled to mature on September 30, 2024 but maturity was subsequently extended to November 30, 2024.

Borrowings under the Short-Term Loan accrued 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 was required to pay an exit fee equal to 4.0 % of the aggregate principal amount prepaid or repaid.

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 former 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 Short-Term 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.

Avery, a member of the Company’s Board of Directors, currently serves as

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 “Short-Term Loan Costs”).

Additionally in connection with the Short-Term Loan Agreement, the Company issued to the Lender and the Participating Lenders warrants (the “Short-Term 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 Short-Term Loan Warrants.

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

The debt discount originally recorded as a result of the allocation of the net proceeds between the Short-Term Loan and the Short-Term Loan Warrants of $ 3.3 million was fully amortized to interest expense during the year ended December 31, 2024.

After multiple voluntary prepayments, the remaining entire principal balance was repaid in full on November 30, 2024.

2025 Convertible Notes

In May 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, the outstanding principal balance of the 2025 Convertible Notes as of December 31, 2024 and December 31, 2023 was $ 14.9 million and $ 161.9 million, 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.

The initial 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 an initial 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 will 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 Notes representing at least 25 % in aggregate principal amount of the outstanding 2025 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 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 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 Notes.

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

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Interest make-whole payment

The 2025 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 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 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 %.

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See Note 5 – Fair Value Measurements , for more information on this derivative liability.

As of December 31, 2023 and 2022, $ 161.9 million of principal of the 2025 Notes was outstanding, $ 80.4 million of which were held by related parties.

Assuming no repurchases or conversions of the 2025 Notes prior to May 1, 2025, the entire principal balance of $ 161.9 million of the 2025 Notes is due on May 1, 2025.

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

2025 Convertible Note Repurchases and Exchanges

Throughout the year ended December 31, 2024, the Company entered into a series of repurchase and exchange agreements with various holders of the Company’s 2025 Convertible Notes, some of whom were considered related parties of the Company.

In summary, as a result of these repurchase and exchange agreements, the Company exchanged $ 146.9 million of outstanding principal of the 2025 Convertible Notes in exchange for $ 33.8 million of cash, $ 40.9 million of principal of the 2029 Senior Secured Notes, 2.9 million shares of the Company’s common stock, and warrants to purchase an aggregate of approximately 2.5 million shares of the Company’s common stock.

As a result of these restructurings, the Company recorded a net loss on extinguishment of debt of $ 2.9 million within loss on debt restructurings, net in the Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2024.

For more information on the terms of the warrants issued as a part of these restructuring agreements, please see Note 8 – Stockholders' Equity (Deficit).

As of December 31, 2024, no amount of principal of the 2025 Convertible Notes was held by related parties.

As of December 31, 2023, $ 80.4 million of principal of the 2025 Convertible Notes was held by related parties.

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

Principal $ 14,949 $ 161,898

3 unchanged sentences

Net carrying amount $ 14,905 $ 159,912

The effective interest rate of the liability component of the 2025 Notes was 4.17 % for the twelve months ended December 31, 2023 and 2022.

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

Year Ended December 31,

Contractual interest expense $ 5,262 $ 5,262

Amortization of debt discount 828 828

Amortization of debt issuance costs 659 659

Total interest expense $ 6,749 $ 6,749

The contractual interest expense on the 2025 Notes recorded within interest expense, net on the consolidated statements of operations attributable to related parties was $ 2.6 million and $ 2.6 million in the years ended December 31, 2023 and 2022,

Asset-Backed Revolving Credit Facility

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respectively.

As of both December 31, 2023 and 2022, accrued interest due to related parties of $ 0.4 million was included within accrued expenses and other current liabilities on the consolidated balance sheets.

Asset-Backed Revolving Credit Facility

On August 5, 2022, the Company entered into a Loan and Security Agreement (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, an indirect subsidiary of the Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Loan Parties”) as subsequently amended (see Note 13 – Subsequent Events for further information on the most recent amendment) .

The Credit Agreement establishes a secured asset-backed revolving credit facility which is 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.

The Credit Facility matures on December 31, 2024.

Availability under the Credit Facility is 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 must be repaid immediately.

The Borrowers’ obligations under the Credit Agreement are guaranteed by the Company.

The Loan Parties’ obligations under the Credit Agreement are secured by a continuing security interest in all property of each Loan Party, subject to certain Excluded Collateral (as defined in the Credit Agreement).

Borrowings under the Credit Facility may take the form of base rate (“Base Rate”) loans or Secured Overnight Financing Rate (“SOFR”) loans.

SOFR loans will bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement as the Term SOFR Reference Rate for a term of one month on the day) plus the Applicable Margin (as defined in the Credit Agreement), with a Term SOFR floor of 1 %.

Base Rate loans will bear interest at a rate per annum equal to the Applicable Margin plus the greatest of (a) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal, (b) the sum of the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5 % and (c) 3.50 % per annum.

The Applicable Margin varies depending on the average outstanding amount for a preceding month.

If the average outstanding amount for a preceding month is less than $ 15 million, the Applicable Margin will be 2.50 % for Base Rate loans and 3.50 % for SOFR loans.

If the average outstanding amount for a preceding month is between $ 15 million and $ 25 million, the Applicable Margin will be 3.00 % for Base Rate loans and 4.00 % for SOFR loans.

If the average outstanding amount for a preceding month is greater than $ 25 million, the Applicable Margin will be 4.5 % for Base Rate loans and 5.50 % for SOFR loans.

The Company pays monthly fees of 0.4 % per annum on the unused portion of the Credit Facility.

The Credit Agreement contains a financial covenant whereby the Loan Parties shall not permit the consolidated Liquidity (as defined in the Amended Credit Agreement) to be less than $ 8 million at any time (the “Liquidity Covenant”).

The Credit Agreement also 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 Company determined that the term “Eligible Accounts”, as defined in the Credit Agreement would have excluded certain balances used in the determination of eligible collateral upon which the Company’s borrowing base is calculated and that exclusion would have resulted in a violation of the Liquidity Covenant as of December 31, 2022.

Accordingly, to clarify this matter and others, the Loan Parties agreed to amend the Credit Agreement (as amended, the “Amended Credit Agreement”) to modify and clarify the definitions of “Eligible Accounts”, “Permitted Indebtedness” and also “Eligible Inventory.” The Amended Credit Agreement was entered into on February 25, 2023 with an effective date of December 15, 2022.

The Company was in compliance with the financial covenants of the Amended Credit Agreement as of December 31, 2023.

Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Loan Parties”) as subsequently amended.

The Credit Agreement established a secured asset-backed revolving credit facility which is 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, a nd 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 loss on extinguishment of revolving credit facility on the Consolidated Statements of Operations and Comprehensive Income during the twelve months ended December 31, 2024 .

Interest Expense Summary

The following table sets forth total interest expense, annualized effective interest rate, and interest expense related to related parties, if applicable, for each of the debt instruments detailed above (in thousands, except for percentages):

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On May 2, 2023, (1) two related parties (the “Participants”) collectively purchased a $ 4.0 million last-out subordinated participation interest in the Amended Credit Agreement (the “Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Amended 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 Participation Interest, we agreed to pay the Participants an aggregate exit fee ranging from 7.5 % to 12.5 % of the amount of the 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 Participation Interest, as applicable.

Further, the purchase of the Participation Interest granted an option for the Participants to purchase the subject revolving loan or to redeem its Participation Interest under certain circumstances.

The Participants are each affiliates of beneficial holders of greater than five percent of our outstanding common stock.

Accretion of the exit fee attributable to related parties recorded within interest expense, net on the consolidated statements of operations was $ 0.2 million for the year ended December 31, 2023.

Upon execution of the Credit Agreement on August 5, 2022, the Company paid $ 1.1 million of debt issuance costs, which are being amortized to interest expense throughout the term of the agreement.

Amortization expense of $ 0.5 million and $ 0.2 million related to debt issuance cost was recognized for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, there were $ 0.5 million and $ 0.9 million of unamortized debt issuance costs on the Credit Facility included within prepaid expenses and other and other assets on the consolidated balance sheets, respectively.

As of December 31, 2023, the Company had outstanding borrowings of $ 4.1 million and availability of $ 3.2 million.

The Company’s policy is to classify outstanding borrowings as long-term so long as such borrowings are not expected to exceed the borrowing base over the 12 months subsequent to the balance sheet date, in which case, any excess borrowings would be classified as short-term.

The effective interest rate of the average outstanding balance of the Credit Facility was 54.5 %, which includes 14.4 % related to amortization of original issuance costs, and 17.7 %, which includes 8.5 % related to amortization of original issuance costs, for the twelve months ended December 31, 2023 and 2022, respectively.

The higher interest rates relate to the fact that there is a minimum borrowing amount for interest calculations under the Credit Facility.

The following table sets forth total interest expense recognized related to the Credit Facility (in thousands):

Year Ended December 31,

2029 Senior Secured Notes

Contractual interest expense $ 562

Amortization of debt issuance costs 24

Amortization of debt discount/premium ( 57 )

Total interest expense $ 529

Related party interest expense $ 411

2025 Convertible Notes

Contractual interest expense $ 3,912 $ 5,262

Amortization of debt issuance costs 489 659

Amortization of debt discount/premium 614 828

Total interest expense $ 5,015 $ 6,749

Related party interest expense $ 2,847 $ 3,350

Short-Term Loan

Contractual interest expense $ 1,391

Amortization of debt discount/premium 3,330

Total interest expense $ 4,721

Related party interest expense $ 4,721

Credit Facility

Contractual interest expense $ 312 $ 1,092

Accretion of exit fee 75 200

Amortization of debt issuance costs 117 466

Total interest expense $ 504 $ 1,758

Other interest expense 137 579

Consolidated interest expense $ 10,906 $ 9,086

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes, 2025 Convertible Notes, Short-Term Loan, and Credit facility for the year ended December 31, 2024 was 8.5 %, 4.2 %, 92.7 % and 36.1 %, respectively.

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2025 Convertible Notes and Credit facility for the year ended December 31, 2023 was 4.2 % and 54.5 %, respectively.

The Company’s loss before income taxes for the years ended December 31, 2024 and 2023 is comprised of the following (in thousands):

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Total current 627 34

Foreign 379 ( 585 )

Federal ( 43 ) 9

Total deferred 62 9

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Share-based compensation 1,533 3,065

Right-of-use-asset 2,209 2,294

Unrecognized tax benefits — 1,942

Operating lease liability 985 819

Deferred tax assets 142,829 151,007

2 unchanged sentences

Deferred tax liabilities:

Operating lease liability ( 2,607 ) ( 2,518 )

Right of use asset ( 710 ) ( 1,085 )

Acquired intangible assets ( 665 ) ( 505 )

Depreciation and amortization — ( 4,288 )

Unrealized foreign currency gains ( 870 ) ( 359 )

Deferred tax liabilities ( 1,375 ) ( 1,590 )

3 unchanged sentences

The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard.

1 unchanged sentence

(1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax assets against gross deferred tax liabilities);

(2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law;

(2) taxable income in prior

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

carryback years, if carryback is permitted under the applicable tax law;

(3) tax planning strategies;

and (4) future taxable income exclusive of reversing temporary differences and carryforwards.

During the years ended December 31, 2023 and 2022, the Company recognized valuation allowances of $ 10.1 million, and $ 13.6 million, respectively, related to its deferred tax assets created in those respective years for entities with historical losses and full valuation allowances.

At December 31, 2024 and 2023, the Company had valuation allowances of $ 141.6 million and $ 149.5 million, respectively.

The decrease of $ 7.9 million in 2024 was primarily related to the utilization of net operating losses due to the Company’s taxable income position.

During the year ended December 31, 2023, the valuation allowance increased by $ 9.3 million, primarily related to its deferred tax assets created during the year for entities with historical losses and full valuation allowances.

Based on the Company’s current position on valuation allowance, no net income tax benefits resulted in the Company’s consolidated statements of operations from the operating losses created during those years.

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Federal tax benefit, at statutory rate $ ( 2,535 ) $ ( 9,895 )

State benefit, net of federal benefit 711 ( 370 )

State provision, net of federal benefit 1,374 711

Foreign tax rate difference ( 17 ) ( 36 )

Foreign income inclusions 6,177 —

Valuation allowance against future tax benefits ( 8,515 ) 9,296

1 unchanged sentence

Share-based compensation 1,989 1,622

Disallowance of loss on debt exchanges 3,344 —

Non-deductible officers compensation 19 —

True-up of prior year provisions 26 ( 942 )

Other 65 ( 48 )

(Benefit) Provision for income taxes $ 885 $ ( 465 )

Provision for income taxes

At December 31, 2024, the Company had U.S.

3 unchanged sentences

Some of these NOLs may be limited by either past or future changes in control events.

The Company has California NOLs at December 31, 2023 of approximately $ 64.2 million, which begin to expire in 2028, unless previously utilized, and foreign NOLs for its active foreign subsidiaries of approximately $ 25.5 million, which generally have no expiration date.

The Company has California NOLs at December 31, 2024 of approximately $ 64.4 million, which begin to expire in 2031, unless previously utilized, and no foreign NOLs for its active foreign subsidiaries .

At December 31, 2024, the Company had federal research and development tax credit carryforwards, net of unrecognized tax benefits, of approximately $ 11.4 million, which begin to expire in 2026, unless previously utilized, and California research and development tax credit carryforwards, net of unrecognized tax benefits, of approximately $ 11.4 million, which have no expiration date.

Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a rolling three-year period.

An analysis was performed for the period through December 31, 2023 and did not identify any events of cumulative change in ownership during the review period.

An analysis was performed for the period through December 31, 2024 and did not identify any events of such cumulative change in ownership during the review period.

The Company will continue monitoring any future changes in stock ownership.

It is the Company’s intention to reinvest undistributed earnings of its foreign subsidiaries and thereby indefinitely postpone their remittance.

It is the Company’s intention to reinvest undistributed earnings of its continuing foreign subsidiaries’ operations and thereby indefinitely postpone their remittance.

Accordingly, no provision has been made for foreign withholding taxes on U.S.

income taxes which may become payable if undistributed earnings of the foreign subsidiary were paid as dividends to the Company.

On March 27, 2020, the U.S.

government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment.

Payments of approximately $ 1.4 million of employer payroll taxes otherwise due in 2020, were delayed with 50% due and paid by December 31, 2021 and

The Company has recorded an income tax of $ 0.9 million representing estimated dividend withholding tax in connection with its plan to distribute funds from its discontinued Telematics operations in the first quarter of 2025.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions.

The Company recognizes the impact of an uncertain income tax position on an income tax return at the

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the remaining 50% in February 2023.

The CARES Act did not have a material impact on the Company’s consolidated financial statements.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions.

largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

5 unchanged sentences

Increases related to current and prior year tax positions 506

Decreases from lapses of statute of limitations and prior year tax positions ( 30,782 )

Balance at December 31, 2023 12,639

Increases related to current and prior year tax positions 719

Decreases from lapses of statute of limitations and prior year tax positions ( 30,782 )

Balance at December 31, 2024 $ 13,358

9 unchanged sentences

These new provisions became effective January 1, 2023.

The Company does not expect the IRA to have a material impact on the Company’s effective tax rate or income tax expense for the year ending December 31, 2023.

Preferred Stock and Common Stock

The IRA had no material impact on the Company’s effective tax rate or income tax expense for the year ending December 31, 2024.

Stockholders' Equity (Deficit)

Preferred Stock

1 unchanged sentence

As of December 31, 2024, the Company had 25,000 shares of Series E preferred stock issued and outstanding.

Each share of Series E Preferred Stock entitles the holder thereof to receive, when and if declared by the Company out of assets legally available therefor, cumulative cash dividends at an annual rate of 9.00 % payable quarterly in arrears on January 1 April 1, July 1 and October 1 of each year, beginning on October 1, 2019.

If dividends are not declared and paid in any quarter, or if such dividends are declared but holders of the Series E Preferred Stock elect not to receive them in cash, the quarterly dividend will be deemed to accrue and will be added to the Series E Base Amount (as defined below).

3 unchanged sentences

The “Series E Base Amount” means $ 1,000 per share, plus any accrued but unpaid dividends, whether or not declared by the Company’s Board of Directors, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series E Preferred Stock.

In the event of a liquidation, dissolution or winding up of the Company, the holders of the Series E Preferred Stock will be entitled to receive, after satisfaction of liabilities to creditors and subject to the rights of holders of any senior securities, but before any distribution of assets is made to holders of

The aggregate liquidation preference of the issued and outstanding shares of Series E Preferred Stock as of December 31, 2024 was $ 38.4 million.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

common stock or any other junior securities, the Series E Base Amount plus (without duplication) any accrued and unpaid dividends.

Dividends declared, but not paid, related to the Series E Preferred Stock resulted in $ 13.4 million and $ 10.1 million of dividends accrued, approximating $ 535.71 and $ 404.93 per preferred share, as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, the Company had 150,000,000 shares of $ 0.001 par value common stock authorized for issuance and 14,990,712 shares issued and outstanding.

As noted in Note 6 – Debt , as part of the consideration exchanged in multiple repurchases of principal amounts of the Company’s 2025 Convertible Notes, the Company issued 2.9 million shares of its common stock during the year ended December 31, 2024.

These shares were recorded at their grant date fair values at a cumulative amount of $ 44.9 million to additional paid-in capital within the consolidated balance sheet.

As discussed in Note 5 – Fair Value Measurements above, the Company also incurred issuance costs related to the 2029 Senior Secured Notes and common stock issued, $ 0.6 million of which was allocated to the common stock issued and recorded within additional paid-in capital within the Company’s consolidated balance sheets.

In January 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company may 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”).

There were no sales under the ATM during the year ended December 31, 2022.

During the year ended December 31, 2023 the Company sold 803,596 shares of common stock, at an average price of $ 7.54 per share, for net proceeds of $ 5.9 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.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As noted in Note 6 – Debt , in connection with both the Short-Term Loan Agreement and the various exchange agreements entered into to repurchase principal amounts of the Company’s 2025 Convertible Notes, the Company issued warrants during the year ended December 31, 2024 to purchase an aggregate of 3.0 million shares of the Company’s common stock.

The warrants expire four years from their date of issuance and are exercisable on a cash basis at any time before their expiration dates.

As of December 31, 2024, none of the warrants have been exercised.

The warrants issued during the year ended December 31, 2024 are the only outstanding warrants as of December 31, 2024.

There were no outstanding warrants issued as of December 31, 2023.

The number and exercise price of the warrants issued during the year ended December 31, 2024 are as follows:

Issuance Date Number of Shares to Purchase with Warrants Exercise price

June 28, 2024 550,000 $ 12.12

July 18, 2024 236,074 $ 13.37

August 2, 2024 88,534 $ 11.03

October 24, 2024 20,646 $ 12.34

November 6, 2024 180,000 $ 11.27

November 6, 2024 1,543,363 $ 12.12

November 6, 2024 29,687 $ 12.34

November 6, 2024 370,000 $ 15.77

Total 3,018,304

The proceeds from the Short-Term Loan Agreement, along with the related Short-Term Loan Costs incurred, were allocated to the Short-Term Loan Warrants and Short-Term Loan based on their relative fair values.

This allocation resulted in the Short-Term Loan Warrants having a net value of $ 3.2 million that the Company recorded within additional paid-in capital within the Company’s consolidated balance sheets.

The warrants issued as part of the various repurchases and exchanges of principal balances of the 2025 Convertible Notes, during the year ended December 31, 2024 were recorded at a fair value of $ 27.6 million within additional paid-in capital within the Company’s consolidated balance sheets.

As discussed in Note 5 – Fair Value Measurements above, the Company also incurred issuance costs related to the 2029 Senior Secured Notes and warrants, $ 0.4 million of which was allocated to the warrants issued and recorded within additional paid-in capital within the Company’s consolidated balance sheets.

Share-based Compensation

3 unchanged sentences

The 2018 Plan authorizes 5,775,308 shares, of which 2,602,875 remain available for future grants.

During the year ended December 31, 2023 and 2022, the Board of Directors of the Company approved and the Company granted RSUs to eligible employees under the 2018 Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), as annual bonus payments.

During the years ended December 31, 2023 and 2022, the total charges related to bonus payments were $ 1.2 million and $ 8.8 million, respectively.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2024 and 2023, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands):

4 unchanged sentences

General and administrative 2,577 3,645

Income from discontinued operations, net of tax 115 473

Total $ 3,939 $ 7,444

3 unchanged sentences

Stock options generally have a term of ten years and vest over a three - to four-year period.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of each stock option granted:

20 unchanged sentences

Exercisable — December 31, 2024 164,405 $ 38.22 4.20 $ 149

The total intrinsic value of stock options exercised to purchase common stock during the years ended December 31, 2022 was approximately $ 3.7 million.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total intrinsic value of stock options exercised to purchase common stock during the year ended December 31, 2024 was approximately $ 0.1 million.

As of December 31, 2024, total unrecognized share-based compensation expense related to non-vested stock options was $ 0.5 million, which is expected to be recognized over a weighted-average period of approximately 2.94 years.

5 unchanged sentences

RSUs generally vest over a three - to four-year period.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of restricted stock unit activity under all plans for the years ended December 31, 2024 and 2023 is presented below:

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The Company recognized approximately $ 0.1 million and $ 0.1 million of share-based compensation expense related to the ESPP during the years ended December 31, 2024 and 2023, respectively.

Loss per Share

Basic 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.

Income (Loss) per Share

Basic income (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 convertible notes calculated using the if-converted and treasury stock 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 the applicable exercise price is greater than the market price on the period end date as their effect would be anti-dilutive.

Potentially dilutive securities (consisting primarily of the 2025 Convertible Notes calculated

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 share and per share data):

Income/(Loss)

(Numerator) Shares*

(Denominator) Per-Share Amount

Year Ended December 31, 2024

Net loss attributable to common stockholders $ ( 49,176 ) $ ( 70,705 )

Weighted-average common shares outstanding *

11,372,069 10,726,933

Basic and diluted net loss per share $ ( 4.32 ) $ ( 6.59 )

Basic and Diluted EPS

Loss from continuing operations $ ( 14,369 )

preferred stock dividends ( 3,269 )

Loss from continuing operations attributable to common stockholders ( 17,638 ) 12,535,756 $ ( 1.41 )

Income from discontinued operations, net of tax 18,941 12,535,756 $ 1.51

Income attributable to common stockholders $ 1,303 12,535,756 $ 0.10

Year Ended December 31, 2023

Basic and Diluted EPS

Loss from continuing operations $ ( 45,016 )

preferred stock dividends ( 2,991 )

Loss from continuing operations attributable to common stockholders ( 48,007 ) 11,372,069 $ ( 4.22 )

Loss from discontinued operations, net of tax ( 1,169 ) 11,372,069 $ ( 0.10 )

Loss attributable to common stockholders $ ( 49,176 ) 11,372,069 $ ( 4.32 )

(*) Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of outstanding potential shares of common stock that have been excluded from the computation of diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:

Year Ended December 31,

(in thousands) 2023 2022

2025 Convertible Notes 119 1,291

Common stock warrants 3,018 —

Non-qualified stock options 270 546

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Noncancellable Purchase Obligations

The Company typically enters into commitments with its contract manufacturers that require future purchases of goods or services in the upcoming three to four quarters following the balance sheet date.

The Company typically enters into commitments with its contract manufacturers and other vendors that require future purchases of goods or services in the upcoming three to four quarters following the balance sheet date.

Such commitments are noncancellable (“noncancellable purchase obligations).

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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.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Indemnification

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The components of lease cost were as follows (in thousands):

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

5 unchanged sentences

The future minimum payments under operating leases were as follows at December 31, 2024 (in thousands):

Thereafter 723

Total minimum operating lease payments 4,455

3 unchanged sentences

Long-term portion of operating lease obligations $ 2,627

Geographic Information and Concentrations of Risk

Segment, Geographic, and Concentrations of Risk Information

Segment Information

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As previously detailed in Note 1 – Nature of Business and Significant Accounting Policies, the Company operates as one reportable segment.

As of December 31, 2024, the Company’s Chief Operating Decision Maker (“CODM”) was its Executive Chairman.

The Company’s Executive Chairman left the Company in February 2025, at which point, the Company’s CODM became its Chief Executive Officer.

The accounting policies of our one reportable segment are the same as those described in Note 1 – Nature of Business and Significant Accounting Policies.

The CODM uses net income (loss) in evaluating the performance of our single reportable segment and determining how to allocate resources of the Company as a whole, including investing in our products, services and customers.

As the Company only has one reportable segment, the measure of segment assets is reported on the balance sheet as total consolidated assets.

The following table details the revenues, significant expenses and other segment items regularly provided to the CODM:

Year Ended December 31,

Revenues $ 191,244 $ 167,286

Adjusted cost of revenues (1)

122,321 130,847

Adjusted research and development (2)

19,905 18,199

Adjusted sales and marketing (2)

15,522 15,495

Adjusted general and administrative (3)

13,203 11,738

Adjusted depreciation and amortization (4)

11,048 17,088

Capitalizable software development expenditures 4,248 7,350

Capitalized software development expenditures ( 4,248 ) ( 7,350 )

Share-based compensation 3,823 6,972

Amortization of purchased intangible assets related to business combinations 1,320 1,320

Impairment of capitalized software 927 1,115

Right-of-use asset impairment 138 469

Debt restructuring costs 1,322 —

Loss on debt restructurings, net 2,851 —

Loss on extinguishment of revolving credit facility 788 —

Interest expense, net 10,906 9,086

Other income (expense), net 850 ( 70 )

Income tax provision 689 43

Segment net income (loss) $ ( 14,369 ) $ ( 45,016 )

Reconciliation of profit or loss

Income (Loss) from discontinued operations, net of tax 18,941 ( 1,169 )

Consolidated net income (loss) $ 4,572 $ ( 46,185 )

(1) Excludes any share-based compensation expense.

(2) Excludes any depreciation and amortization or share-based compensation expense.

(3) Excludes any depreciation and amortization, share-based compensation expense, right-of-use asset impairments, or debt restructuring costs.

(4) Excludes amortization of purchased intangible assets.

Geographic Information

The following table details the Company’s long-lived tangible assets, excluding financial instruments and tax assets, classified by the location of the controlling statutory company (in thousands):

United States $ 7,667 $ 12,103

United Kingdom 5,159 4,259

Other 1,683 1,926

Total $ 14,509 $ 18,288

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

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

Year Ended December 31,

1 unchanged sentence

Europe (including United Kingdom) 5,298 2,586

Australia 5,982 11,250

Other 1,622 1,210

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Substantially all of the Company’s long-term assets are located within the United States.

Concentrations of Risk

For the year ended December 31, 2023, three customers accounted for 31.6 %, 27.2 % and 15.0 % of net revenues, respectively.

For the year ended December 31, 2022, two customers accounted for 35.1 % and 32.2 % of net revenues, respectively.

At December 31, 2023, two customers accounted for 41.8 % and 10.2 % of total accounts receivable, net, respectively.

At December 31, 2022, two customers accounted for 37.4 % and 21.9 % of total accounts receivable, net, respectively.

Customer Concentrations

For the year ended December 31, 2024, two customers accounted for 41.9 % and 33.6 % of revenues, respectively.

For the year ended December 31, 2023, three customers accounted for 37.0 %, 31.8 %, and 17.6 % of revenues, respectively.

At December 31, 2024, three customers accounted for 33.6 %, 22.8 %, and 18.8 % of total accounts receivable, net, respectively.

At December 31, 2023, three customers accounted for 51.9 %, 12.7 % and 10.6 % of total accounts receivable, net, respectively.

Concentrations in the Available Sources of Supply of Materials and Product

Our services use hardware and software from various third parties, some of which are procured from single suppliers.

For example, our MiFi mobile hotspots and fixed wireless access devices rely substantially on chipsets from Qualcomm.

From time to time, certain components used in our products or solutions have been in short supply or their anticipated commercial introduction has been delayed or their availability has been interrupted for reasons outside our control.

Subsequent Events

On February 19, 2024, Ashish Sharma resigned as Chief Executive Officer and President of the Company, to be effective as of February 23, 2024.

In addition, the Company’s board of directors (the “Board”) appointed Philip G.

Brace, a member of the Board, as Executive Chairman, effective as of February 19, 2024.

On February 20, 2024, we entered into a fourth amendment (the “Fourth Amendment”) of the Credit Agreement.

The Fourth Amendment relaxed the financial covenants under the Credit Agreement by decreasing the minimum liquidity level we are required to maintain from $ 10 million to $ 8 million.

No costs were incurred by the Company in connection with the Fourth Amendment.

Appointment of New Chief Executive Officer

On January 6, 2025, the Company’s Board of Directors appointed Juho Sarvikas as Chief Executive Officer of the Company, effective immediately.

Sarvikas was also appointed as a member of the Company’s Board of Directors.

Sarvikas, 42, has worked most recently as president of North America for Qualcomm Incorporated since April 2021.

Sarvikas was granted the following equity awards pursuant to his appointment:

(i) options to purchase 855,000 shares of common stock, which are subject to both service and market-based vesting requirements and vest over four years ;

(ii) 167,910 restricted stock units which are subject to both service and market-based vesting requirements and vest over three years ;

and (iii) 124,347 restricted stock units which are subject only to service conditions and vest over four years .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures