What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-13 · 247 added, 428 removed, 321 unchanged (68% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

September 30,

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

2025 December 31,

5 unchanged sentences

Prepaid expenses and other 3,808 5,926

Current assets held for sale 35,771 12,123

Total current assets 66,161 72,900

5 unchanged sentences

Other assets 508 446

Non-current assets held for sale — 26,237

Total assets $ 92,996 $ 99,999

3 unchanged sentences

Accrued expenses and other current liabilities 26,066 30,133

Short-term loan 6,000 —

2025 Convertible Notes, net 14,938 14,905

Revolving credit facility — 4,094

Current liabilities held for sale 10,000 7,360

Total current liabilities 59,063 63,471

Long-term liabilities:

2025 Convertible Notes, net — 159,912

Operating lease liabilities 2,262 2,627

Deferred tax liabilities, net 177 174

2029 Senior Secured Notes, net 41,775 41,830

Other long-term liabilities 2,714 4,755

Non-current liabilities held for sale — 1,644

Total liabilities 105,991 112,857

4 unchanged sentences

Preferred stock, par value $ 0.001 ;

39,500 shares designated, 25,000 shares issued and outstanding as of both September 30, 2024 and December 31, 2023 (aggregate liquidation preference of $ 37,547,619 )

39,500 shares designated, 25,000 shares issued and outstanding as of both March 31, 2025 and December 31, 2024 (aggregate liquidation preference of $ 39,256 as of March 31, 2025)

Common stock, par value $ 0.001 ;

150,000,000 shares authorized, 12,542,691 and 11,878,557 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

150,000,000 shares authorized, 15,007,437 and 14,990,712 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 894,825 892,534

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Mobile solutions $ 17,790 $ 15,270

7 unchanged sentences

Total cost of revenues 16,690 24,261

Gross profit (loss) 18,800 ( 2,165 ) 50,853 26,433

Gross profit 14,983 13,244

Operating costs and expenses:

7 unchanged sentences

Other (expense) income:

Interest expense, net ( 5,731 ) ( 2,894 ) ( 9,686 ) ( 6,910 )

Loss on extinguishment of revolving credit facility — — ( 788 ) —

Gain on debt restructurings, net 12,366 — 13,690 —

Interest expense ( 1,026 ) ( 2,179 )

Other income (expense), net 303 ( 375 )

2 unchanged sentences

Income (Loss) from continuing operations ( 1,170 ) ( 5,516 )

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

Income (Loss) from discontinued operations (net of income tax provision of $ 400 and $ 220 , respectively)

( 400 ) 1,061

4 unchanged sentences

Net earnings (loss) per share

Continuing operations $ 0.54 $ ( 1.95 ) $ ( 0.03 ) $ ( 3.33 )

Discontinued operations 0.12 0.02 0.25 0.29

Basic earnings per share ( * )

$ 0.66 $ ( 1.93 ) $ 0.23 $ ( 3.03 )

Basic and diluted

Continuing operations $ ( 0.14 ) $ ( 0.53 )

Discontinued operations ( 0.03 ) 0.09

Diluted earnings per share ( * )

$ ( 0.06 ) $ ( 1.93 ) $ 0.23 $ ( 3.03 )

Basic and diluted earnings per share* $ ( 0.16 ) $ ( 0.44 )

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

12,336,503 11,696,755 12,036,989 11,224,722

Diluted ( * )

13,218,293 11,696,755 12,036,989 11,224,722

Other comprehensive loss:

Foreign currency translation adjustment ( 1,292 ) ( 433 ) ( 1,385 ) ( 958 )

Comprehensive income (loss) $ 7,677 $ ( 22,238 ) $ 3,753 $ ( 32,804 )

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

Rounding may affect summation.

See accompanying notes to condensed consolidated financial statements (unaudited).

INSEEGO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands)

Preferred Stock Common Stock Additional

Paid-in Capital (*) Accumulated Deficit Accumulated

Comprehensive (Loss) Income Total

Stockholders’ Deficit

Shares Amount Shares (*) Amount (*)

Balance, June 30, 2023 25 $ — 11,687 $ 12 $ 805,282 ( 869,254 ) $ ( 6,855 ) $ ( 70,815 )

Net loss — — — — — ( 21,805 ) — ( 21,805 )

Foreign currency translation adjustment — — — — — — ( 433 ) ( 433 )

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 16 — 3 — — 3

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

Share-based compensation — — — — 2,267 — — 2,267

Preferred stock dividends — — — — 756 ( 756 ) — —

Balance, September 30, 2023 25 $ — 11,703 $ 12 $ 808,308 $ ( 891,815 ) $ ( 7,288 ) $ ( 90,783 )

Balance, June 30, 2024 25 $ — 11,910 $ 12 $ 816,002 $ ( 912,357 ) $ ( 5,420 ) $ ( 101,763 )

Net income — — — — — 8,969 — 8,969

Basic and diluted 15,002,003 11,879,719

Other comprehensive income:

Foreign currency translation adjustment 6 262

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 146 — 213 — — 213

Share-based compensation

— — — — 1,229 — — 1,229

Issuance of common stock in connection with debt restructurings — — 487 1 4,924 — — 4,925

Issuance of common stock warrants in connection with debt restructurings — — — — 2,656 — — 2,656

Preferred stock dividends — — — — 827 ( 827 ) — —

Balance, September 30, 2024 25 $ — 12,543 $ 13 $ 825,851 $ ( 904,215 ) $ ( 6,712 ) $ ( 85,063 )

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

Comprehensive loss $ ( 1,564 ) $ ( 4,193 )

*rounding may impact summation of amounts

See accompanying notes to condensed consolidated financial statements (unaudited).

8 unchanged sentences

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

Net loss — — — — — ( 31,846 ) — ( 31,846 )

Net income (loss) — — — — — ( 4,455 ) — ( 4,455 )

Foreign currency translation adjustment — — — — — — 262 262

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 4 — ( 8 ) — — ( 8 )

Issuance of common shares in connection with a public offering, net of issuance costs — — 804 1 6,057 — — 6,058

Share-based compensation — — — — 717 — — 717

Preferred stock dividends — — — — 790 ( 790 ) — —

Balance, September 30, 2023 25 $ — 11,703 $ 12 $ 808,308 $ ( 891,815 ) $ ( 7,288 ) $ ( 90,783 )

Balance, March 31, 2024 25 $ — 11,883 $ 12 $ 811,637 $ ( 912,173 ) $ ( 5,065 ) $ ( 105,589 )

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

Net income — — — — — 5,138 — 5,138

Net income (loss) — — — — — ( 1,570 ) — ( 1,570 )

Foreign currency translation adjustment — — — — — — 6 6

1 unchanged sentence

Share-based compensation — — — — 1,601 — — 1,601

Issuance of common stock in connection with debt restructurings — — 487 1 4,924 — — 4,925

Issuance of common stock warrants in connection with debt restructurings — — — — 5,342 — — 5,342

Preferred stock dividends — — — — 864 ( 864 ) — —

Balance, September 30, 2024 25 $ — 12,543 $ 13 $ 825,851 $ ( 904,215 ) $ ( 6,712 ) $ ( 85,063 )

Balance, March 31, 2025 25 $ — 15,007 $ 15 $ 894,825 $ ( 908,059 ) $ 224 $ ( 12,995 )

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

3 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss) $ ( 1,570 ) $ ( 4,455 )

Adjustments to reconcile net loss to net cash provided by operating activities:

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

(Income) Loss from discontinued operations, net of tax 400 ( 1,061 )

Depreciation and amortization 2,098 3,338

Loss on extinguishment of revolving credit facility 788 —

Gain on debt restructurings, net ( 13,690 ) —

Provision for expected credit losses 14 ( 41 )

1 unchanged sentence

Provision for excess and obsolete inventory 680 128

Impairment of operating lease right-of-use assets 139 —

Share-based compensation expense 1,601 688

9 unchanged sentences

Operating lease liabilities ( 322 ) ( 306 )

Net cash provided by operating activities 45,375 22,403

Operating cash flows from continuing operations ( 3,467 ) 3,942

Operating cash flows from discontinued operations — 1,298

Net cash used in (provided by) operating activities ( 3,467 ) 5,240

Cash flows from investing activities:

1 unchanged sentence

Additions to capitalized software development costs and purchases of intangible assets ( 1,693 ) ( 577 )

Investing cash flows from continuing operations ( 1,725 ) ( 577 )

Investing cash flows from discontinued operations 710 —

Net cash used in investing activities ( 1,015 ) ( 577 )

Cash flows from financing activities:

Payments related to repurchases of 2025 Convertible Notes ( 33,781 ) —

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

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

Principal payments on financed assets — ( 360 )

Net repayments on revolving credit facility ( 4,882 ) ( 7,851 )

Repayments on short-term loan ( 13,500 ) —

Other financing activities 2 128

Net cash used in financing activities ( 32,811 ) ( 2,026 )

Net borrowings on revolving credit facility — 583

Proceeds from stock option exercises and employee stock purchase plan, net of taxes 42 —

Financing cash flows from continuing operations 42 583

Financing cash flows from discontinued operations — —

Net cash provided by financing activities 42 583

Effect of exchange rates on cash ( 7 ) 226

Net increase in cash and cash equivalents 7,228 11,803

Cash, cash equivalents and restricted cash from continuing operations, beginning of period 2,409 3,241

Cash, cash equivalents and restricted cash from discontinued operations, beginning of period 5,110 3,902

Net decrease (increase) in cash and cash equivalents ( 4,447 ) 5,472

Cash and cash equivalents, beginning of period 39,596 2,409

Cash, cash equivalents and restricted cash from continuing operations, end of period 11,972 14,424

Cash, cash equivalents and restricted cash from discontinued operations, end of period 2,775 4,522

Cash and cash equivalents, end of period $ 35,149 $ 7,881

4 unchanged sentences

Supplemental disclosures of non-cash investing and financing activities:

Transfer of inventories to rental assets $ 2,043 $ 1,077

Capital expenditures financed through accounts payable or accrued liabilities $ 918 $ 104

Equity value issued in exchange for 2025 Convertible Notes $ 7,088 $ —

Right-of-use assets obtained in exchange for operating leases liabilities $ 508 $ 1,030

See accompanying notes to condensed consolidated financial statements (unaudited).

4 unchanged sentences

The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared by Inseego Corp.

(the “Company”, “we”, “us”) in accordance with accounting principles generally accepted in the U.S.

(the “Company”, “we”, “us” or “our”) in accordance with accounting principles generally accepted in the U.S.

(“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

6 unchanged sentences

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole.

Planned Divestiture of the Telematics Business

On September 16, 2024, the Company and its subsidiary Inseego SA (Pty) Ltd (“Seller”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Light Sabre SPV Limited (which subsequently novated its benefits and obligations under the Purchase Agreement to Ctrack Holdings (the “Purchaser”)), pursuant to which Inseego agreed to sell to the Purchaser the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary in exchange for approximately $ 52 million in cash, subject to certain adjustments.

Upon completion of the sale (the “Completion Date”), the Purchaser will acquire the fleet management and telematics solutions business of Inseego, which has operations in the United Kingdom, the European Union, Australia and New Zealand (the “Telematics Business”).

The Purchase Agreement is subject to closing conditions including, among others more fully described in the Purchase Agreement, the Purchaser finalizing financing arrangements to fund the purchase price.

Unless fulfilled or otherwise waived by the parties, if any of the closing conditions are not fulfilled by December 31, 2024, the Purchase Agreement shall be terminated and the Sale Transaction shall not be completed.

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

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 Condensed Consolidated Statements of Operations and Comprehensive Income and Condensed Consolidated Statements of Cash Flows.

Refer to Note 2 – Discontinued Operations and Held for Sale for additional information regarding the Telematics Business, including the assets and liabilities divested and income from discontinued operations.

1 unchanged sentence

Held for Sale and Discontinued Operations

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

Accordingly, the Company classified the results of the Telematics Business as discontinued operations in its condensed consolidated statements of operations for all periods presented.

Additionally, the related assets and liabilities associated with the Telematics Business are classified as held for sale in the condensed consolidated balance sheets for all periods presented.

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows.

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 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 Condensed 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 three or nine months ended September 30, 2024.

The results of discontinued operations are reported as Income from discontinued operations, net of tax in the Condensed Consolidated Statements of Comprehensive Income for the current and prior periods commencing in the period in which the

For each period the disposal group remains classified as held for sale, its

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

held for sale criteria are met.

Income from discontinued operations, net of tax includes direct costs attributable to the discontinued operations and excludes any cost allocations associated with any shared or corporate functions unless otherwise dedicated to the discontinued operations.

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 year ended December 31, 2024.

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 Condensed 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

On January 24, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to January 24th was automatically converted into one-tenth (1/10) of a share of common stock.

The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share.

No fractional shares were issued in connection with the Reverse Stock Split.

Stockholders who otherwise would be entitled to receive a fractional share instead were entitled to receive cash in lieu of such fractional share.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock.

All outstanding convertible notes entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.

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

Segment Information

The Company has one reportable segment.

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

The Company’s Executive Chairman, who was the Company’s Chief Operating Decision Maker (“CODM”) as of December 31, 2024, left the Company in February 2025, at which point, the Company’s CODM became its Chief Executive Officer (“CEO”).

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 9 – Segment, Geographic, and Concentrations of Risk Information for more information.

Use of Estimates

3 unchanged sentences

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

Significant estimates include revenue recognition, warranty provision, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.

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.

Reclassifications

1 unchanged sentence

These reclassifications had no effect on previously reported operating results.

During the fourth quarter of 2023, and as noted in the Form 10-K, the Company reclassified revenue on its Consolidated Statement of Operations.

Historically, the Company classified revenues from products and services into two categories, IoT & Mobile Solutions and Enterprise SaaS Solutions.

The Company is now classifying revenues from products and services into the following two categories:

Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Services and Other.

Additionally, during 2023 the Company reclassified all depreciation and amortization expense previously recorded in the operating expense line items of research and development, sales and marketing, and general and administrative expenses on the Consolidated Statement of Operations into a separate line labeled Depreciation and amortization.

All prior periods have been reclassified to conform to the current period presentation for these changes.

Reverse Stock Split

On January 24, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”).

No fractional shares were issued in connection with the Reverse Stock Split.

Stockholders who otherwise would be entitled to receive a fractional share instead were entitled to receive cash in lieu of such fractional share.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock.

All outstanding convertible notes entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.

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

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

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

(c) t he Company repurchased from a holder approximately $ 4.7 million of principal amount of the 2025 Convertible Notes in exchange for approximately 0.3 million shares of the Company’s Common Stock and warrants to purchase an aggregate of approximately 0.2 million shares of the Company’s Common Stock, plus accrued interest.

See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants;

(d) the Company repurchased from two related holders approximately $ 1.5 million in aggregate principal amount of the 2025 Convertible Notes in exchange for approximately 0.1 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.1 million shares of the Company’s common stock.

See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants;

(2) Short-Term Loan Agreement:

to finance a portion of the Completed Repurchases and Exchanges, the Company agreed to a $ 19.5 million loan (“Short-Term Loan”) from (i) South Ocean Funding, LLC (“South Ocean”), which is an affiliate of Golden Harbor Ltd.

(“Golden Harbor”), and Tavistock Financial, LLC, and (ii) certain participant lenders (the “Participating Lenders”).

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

Borrowings under the Short-Term Loan bear interest at 12.0 % per annum.

Upon any repayment or prepayment of the amounts borrowed under the Short-Term Loan (including at maturity), the Company will be required to pay an exit fee equal to 4.0 % of the aggregate principal amount prepaid or repaid.

See Note 5 – Debt below for further details regarding the Short-Term Loan;

(3) Convertible Debt Repurchases and Exchanges Completed Subsequent to September 30, 2024 (the “Subsequently Completed Repurchases and Exchanges”):

On November 6, 2024 the Company completed the previously-announced privately-negotiated exchanges of $ 91.5 million in aggregate principal amount of the 2025 Convertible Notes held by certain holders of the 2025 Convertible Notes pursuant to binding term sheets that were previously entered into with such holders, including the binding term sheets entered into on June 28, 2024 with North Sound Partners and Golden Harbor Ltd.

In connection with the Subsequently Completed Repurchases and Exchanges, the Company issued to these noteholders in concurrent private placement transactions an aggregate of (i) approximately 2.4 million shares of the Company’s Common Stock, (ii) approximately $ 40.9 million in principal amount of new senior secured notes due in 2029 (the “New Senior Secured Notes”), and (iii) warrants to purchase an aggregate of approximately 2.1 million shares of the Company’s Common Stock.

See Note 12 – Subsequent Events below for further details regarding the Subsequently Completed Repurchases and Exchanges, including information about the warrants and New Senior Secured Notes issued in relation to these transactions.

As of September 30, 2024, the Company had available cash and cash equivalents totaling $ 12.0 million.

During the three-months ended September 30, 2024, the Company voluntarily prepaid $ 13.5 million of the outstanding principal balance under the Short-Term Loan Agreement, so that on September 30, 2024, the outstanding principal balance under the Short-Term Loan was $ 6.0 million.

The 2025 Convertible Notes had a principal balance of $ 106.8 million as of September 30, 2024 and mature on May 1, 2025.

Taking into account the Completed Repurchases and Exchanges and the Subsequently Completed Repurchases and Exchanges, the Company has subsequently repurchased and/or exchanged approximately $ 146.9 million, or 90.8 %, of the face value of the 2025 Convertible Notes that was outstanding as of December 31, 2023.

The Company generated positive cash flow from operations both for the year ended December 31, 2023 and in the nine months ended September 30, 2024.

In April 2024, the Company received a $ 15.0 million upfront payment from a customer in connection with a two-year service contract.

Based on the factors above, and to reduce financing costs, the Company voluntarily paid-off and terminated its Credit Facility (as defined below) effective April 18, 2024.

These factors have had a positive impact on our liquidity.

While the Company’s liquidity and financial results have had several positive developments recently, as noted above, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities.

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

In order to effect the restructuring or refinancing of the Company’s obligations, or if events or circumstances occur such that the Company does not meet its operating plan as

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

expected, or if the Company becomes obligated to pay unforeseen expenditures, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives.

During the previous two quarters, the Company had disclosed that there was substantial doubt about its ability to continue as a going concern within one year of the issuance dates of the quarterly reports on Form 10-Q for those quarters, primarily as a result of the outstanding balance and due date of the 2025 Convertible Notes.

In performing this assessment for the current quarter, taking into account the Company’s liquidity position as a whole, including the repurchases and exchanges of 2025 Convertible Notes noted above, the liquidity anticipated to be provided from the sale of the Telematics Business, and cash inflows expected to be provided by its continuing operations, the Company has concluded that there is no longer substantial doubt about the Company’s ability to continue as a going concern within one year of issuance of these financial statements.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Discontinued Operations and Held for Sale

As noted in Note 1 – Nature of Business and Significant Accounting Policies , on September 16, 2024 , the Company entered into the Purchase Agreement to sell its Telematics Business.

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

On November 27, 2024, the Company completed the sale of its Telematics Business.

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 Condensed Consolidated Statements of Operations and Comprehensive Income for the three months end ed March 31, 2025 and 2024 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Services and other revenues $ — $ 7,504

12 unchanged sentences

Income from discontinued operations before income taxes — 1,281

Income tax provision (benefit) 266 ( 46 ) 674 555

Income from discontinued operations, net of tax $ 1,426 $ 220 $ 3,032 $ 3,263

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

September 30,

2024 December 31,

Current assets:

Cash and cash equivalents $ 2,775 $ 5,110

Accounts receivable, net 4,803 4,414

Inventories 2,092 2,325

Prepaid expenses and other 380 274

Current assets held for sale ( * )

10,050 12,123

Non-current assets:

Property, plant and equipment, net 323 369

Rental assets, net 4,932 5,083

Intangible assets, net 990 1,422

Goodwill 17,973 17,973

Operating lease right-of-use assets 1,503 1,390

Non-current assets held for sale ( * )

25,721 26,237

Total assets held for sale ( * )

$ 35,771 $ 38,360

Current liabilities:

Accounts payable $ 1,650 $ 1,387

Accrued expenses and other current liabilities 6,410 5,973

Current liabilities held for sale ( * )

Long-term liabilities:

Operating lease liabilities 1,335 1,067

Deferred tax liabilities, net 600 568

Other long-term liabilities 5 9

Non-current liabilities held for sale ( * )

Total liabilities held for sale ( * )

$ 10,000 $ 9,004

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

As permitted under ASC 205-20-50-5b(2), the Company has elected not to adjust the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 to exclude cash flows attributable to discontinued operations.

The table below sets forth, for the periods presented, significant selected financial information related to discontinued activities included in the accompanying condensed consolidated financial statements (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Non-cash items included in net (loss) income:

Depreciation and amortization $ 969 $ 1,032 $ 2,921 $ 2,867

Share-based compensation $ 35 $ 144 $ 101 $ 390

Cash flows from investing activities:

Purchases of property, plant and equipment $ ( 14 ) $ ( 173 ) $ ( 17 ) $ ( 334 )

Non-cash investing activities:

Transfer of inventories to rental assets $ 698 $ 412 $ 2,043 $ 1,077

Right-of-use assets obtained in exchange for operating leases liabilities $ 362 $ 93 $ 508 $ 1,030

Income tax provision 400 220

Income (loss) from discontinued operations, net of tax $ ( 400 ) $ 1,061

Income taxes related to discontinued operations in the three months ended March 31, 2025 relate to the deregistration process for the Company’s remaining subsidiaries in South Africa, which do not have operations.

As the sale of the Telematics Business was completed on November 27, 2024, there were no assets or liabilities held for sale as of either March 31, 2025 or December 31, 2024.

INSEEGO CORP.

2 unchanged sentences

Inventories consist of the following (in thousands):

September 30,

2025 December 31,

4 unchanged sentences

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

September 30,

2025 December 31,

1 unchanged sentence

$ 1,201 $ 3,495

Receivables from contract manufacturers

Software licenses

2 unchanged sentences

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

September 30,

2025 December 31,

1 unchanged sentence

Payroll and related expenses 4,401 7,997

Professional fees — —

Accrued interest 1,968 926

6 unchanged sentences

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

September 30,

2025 December 31,

2 unchanged sentences

Total other long-term liabilities $ 2,714 $ 4,755

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

As of March 31, 2025, of the $ 2.6 million long-term deferred revenue balance, $ 2.5 million relates to performance obligations expected to be satisfied between one and two years, and $ 0.1 million relates to performance obligations expected to be satisfied between two and three years from March 31, 2025.

INSEEGO CORP.

1 unchanged sentence

Fair Value Measurements

The Company’s only financial instrument measured at fair value on a recurring basis is its interest make-whole payment derivative liability on its 2025 Convertible Notes (see Note 5 – Debt ).

The fair value of that liability was zero as of both September 30, 2024 and December 31, 2023.

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

September 30, 2024 December 31, 2023

Volatility 90.80 % 77.00 %

Stock price $ 16.33 per share

$ 2.20 per share

Credit spread 17.08 % 92.20 %

Term 0.59 years 1.34 years

Dividend yield — % — %

Risk-free rate 4.31 % 4.60 %

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

The following table sets forth the fair value of the financial assets and liabilities measured on a recurring basis and indicates the fair value hierarchy utilized to determine such fair value (in thousands):

March 31, 2025

Total Level 1 Level 2 Level 3

Cash equivalents:

Money market funds 33,406 33,406 — —

Total cash equivalents 33,406 33,406 — —

No transfers between levels occurred during the three months ended March 31, 2025 or March 31, 2024.

The Company also has an interest make-whole payment derivative liability on its 2025 Convertible Notes (as defined in Note 5 – Debt ) that is measured at fair value on a recurring basis.

The fair value of that liability was zero as of both March 31, 2025 and December 31, 2024.

The interest make-whole payment derivative liability is a Level 3 instrument and was valued using a Monte Carlo model.

During the three months ended March 31, 2025 and 2024, there were no conversions of the 2025 Convertible Notes into shares of the Company’s common stock.

There was also no change in the fair value of the interest make-whole liability for the three months ended March 31, 2025 or March 31, 2024.

Other Financial Instruments

The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 2025 Convertible Notes.

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

Short-Term Loan

On June 28, 2024, the Company entered into a Loan and Security Agreement (the “Short-Term Loan Agreement”), among South Ocean, as lender (“Lender”), the Participating Lenders, the Company, as borrower, and two of the Company’s wholly-owned subsidiaries, Inseego Wireless, Inc.

and Inseego North America LLC as guarantors (collectively, the “Guarantors,” and together with the Company, the “Loan Parties”).

The Loan Agreement establishes the Short-Term Loan.

The Company’s obligations under the Short-Term Loan Agreement are guaranteed by the Guarantors.

Subject to the requirements of the Short-Term Loan Agreement, certain of the Company’s other subsidiaries may become guarantors and Loan Parties of the Loan Agreement after closing.

The Loan Parties’ obligations under the Loan Agreement are secured by a continuing security interest in substantially all property of each Loan Party, subject to certain excluded collateral, as defined in the Short-Term Loan Agreement.

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

Borrowings under the Short-Term Loan bear interest at 12.0 % per annum.

Upon any repayment or prepayment of the amounts borrowed under the Short-Term Loan (including at maturity), the Company is required to pay an exit fee equal to 4.0 % of the aggregate principal amount prepaid or repaid.

The Short-Term Loan Agreement contains certain customary covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments.

The Short-Term Loan Agreement contains certain customary provisions with respect to the definition of, and remedies with respect to, events of default.

Also on June 28, 2024, as part of the Short-Term Loan Agreement, the Participating Lenders contributed an aggregate of $ 3.0 million of participation interests in the Short-Term Loan Agreement (the “Participation Interests”).

The Participating Lenders consist of Philip Brace, the Company’s Executive Chairman, who acquired a $ 1.0 million Participation Interest, and North Sound Ventures, LP, which acquired a $ 2.0 million Participation Interest in the $ 19.5 million Loan.

As of the date hereof, affiliates of each of the Lender and North Sound Ventures, LP may be deemed to beneficially own more than 5 % of the Company’s outstanding Common Stock.

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

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 (as defined in Note 5 – Debt ) 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.

2029 Senior Secured Notes

On November 6, 2024, 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.

As of March 31, 2025, $ 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):

2025 December 31,

Principal gross amount $ 40,879 $ 40,879

unamortized debt premium 1,527 1,621

unamortized issuance costs ( 631 ) ( 670 )

Net carrying amount $ 41,775 $ 41,830

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Senior Managing Director of Tavistock Group, an affiliate of the Lender.

Accordingly, the Lender and the Participating Lenders are considered related parties of the Company.

In connection with entering into the Short-Term Loan Agreement, the Company paid an arrangement and administration fee of $ 0.2 million to the Lender (the “Loan Costs”).

Additionally in connection with the Short-Term Loan Agreement, the Company issued to the Lender and the Participating Lenders warrants (the “Loan Warrants”) to purchase an aggregate of 550,000 shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”).

See Note 8 – Stockholders' Equity (Deficit) for further details regarding the Loan Warrants.

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

During the three-months ended September 30, 2024, the Company voluntarily prepaid $ 13.5 million of the outstanding principal balance under the Short-Term Loan Agreement, so that as of September 30, 2024, the outstanding principal balance under the Short-Term Loan Agreement was $ 6.0 million.

The debt discount originally recorded as a result of the allocation of the net proceeds between the Short-Term Loan and the Loan Warrants of $ 3.3 million was fully amortized to interest expense during the months ended September 30, 2024.

As a result, the amount recorded in the Condensed Consolidated Balance Sheets as of September 30, 2024 is solely comprised of the principal balance outstanding.

2025 Convertible Notes

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

After taking into account exchanges and redemptions occurring in prior periods, the outstanding principal balance of the 2025 Convertible Notes was $ 106.8 million and $ 161.9 million as of September 30, 2024 and December 31, 2023, respectively.

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

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

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

Holders of the 2025 Convertible Notes may convert the 2025 Convertible Notes into shares of the Company’s common stock (together with cash in lieu of any fractional share), at their option, at any time until the close of business on the scheduled trading day immediately before the maturity date.

Upon conversion of the 2025 Convertible Notes, the Company will deliver for each $1,000 principal amount of 2025 Convertible Notes converted a number of shares of the Company’s common stock (together with cash in lieu of any fractional share), equal to the conversion rate.

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

If a fundamental change (as defined in the Indenture) occurs at any time prior to the maturity date, then the noteholders may require the Company to repurchase their 2025 Convertible Notes at a cash repurchase price equal to the principal amount of the 2025 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

If a make-whole fundamental change (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time.

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

and (ii) the trading day immediately before the date the Company sends such notice.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Indenture contains customary events of default.

If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the holders of the 2025 Convertible Notes representing at least 25 % in aggregate principal amount of the outstanding 2025 Convertible Notes, by notice to the Company and the Trustee, may declare 100 % of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Convertible Notes to be due and payable immediately.

Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100 % of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Convertible Notes will automatically become immediately due and payable.

Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 360 days after such event of default, consist exclusively of the right to receive additional interest on the 2025 Convertible Notes.

Interest make-whole payment

The 2025 Convertible Notes also include an interest make-whole payment feature whereby if the last reported sale price of the Company’s common stock for each of the five trading days immediately preceding a conversion date is greater than or equal to $ 105.10 , the Company will, in addition to the other consideration payable or deliverable in connection with such conversion, make an interest make-whole payment to the converting holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the 2025 Convertible Notes to be converted had such notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date.

The present values will be computed using a discount rate equal to 1 %.

The Company will satisfy its obligation to pay the interest make-whole payment, at its election, in cash or shares of common stock (together with cash in lieu of fractional shares).

The Company has determined that this feature is an embedded derivative and has recognized the fair value of this derivative as a liability in the consolidated balance sheets, with subsequent changes to fair value to be recorded at each reporting period on the consolidated statement of operations in other income, net.

See Note 4 – Fair Value Measurements, for more information on this derivative liability.

2025 Convertible Note Repurchases and Exchanges

On May 24, 2024, the Company entered into a repurchase agreement with a single holder of the 2025 Convertible Notes, resulting in the settlement of $ 3.0 million of outstanding principal at a purchase price of 55 % of par.

The repurchase price was equal to the aggregate principal amount at 55 % of par, plus accrued and unpaid interest up to, but excluding, the repurchase date.

The total repurchase payment was $ 1.7 million .

The repurchase resulted in a gain of $ 1.3 million, net of costs incurred directly with executing the transaction, recorded within gain (loss) on debt restructurings, net in the nine months ended September 30, 2024 on the condensed consolidated statement of operations.

On June 28, 2024, the Company agreed to purchase, for cash, all of the $ 45.9 million in face value of the 2025 Convertible Notes held by Highbridge, then the second largest noteholder, at a discount of 30 % to face value.

This transaction closed in July 2024 and resulted in a gain of $ 13.4 million recorded within gain (loss) on debt restructurings, net in the nine months ended September 30, 2024 on the condensed consolidated statement of operations.

On July 18, 2024, the Company entered into an agreement with a holder of approximately $ 4.7 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holder’s 2025 Convertible Notes in exchange for approximately 0.3 million shares of the Company’s Common Stock and warrants to purchase an aggregate of approximately 0.2 million shares of the Company’s Common Stock, plus accrued interest.

See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants.

On August 2, 2024, the Company entered into an agreement with two related holders of approximately $ 1.5 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holders’ 2025 Convertible Notes in exchange for approximately 0.1 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.1 million shares of the Company’s common stock.

See Note 8 – Stockholders' Equity (Deficit) for further details regarding these warrants.

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

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of 3.25 % convertible senior notes due in 2025 (the “2025 Convertible Notes”).

The 2025 Convertible Notes matured on May 1, 2025.

The 2025 Convertible Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 3.25 %, which was payable semi-annually in arrears on May 1 and November 1 of each year.

Repurchases and Exchanges of 2025 Convertible Note

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 of both March 31, 2025 and December 31, 2024, $ 14.9 million of principal amount of the 2025 Convertible Notes was outstanding, none of which was held by related parties.

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

September 30,

2025 December 31,

4 unchanged sentences

Net carrying amount $ 14,938 $ 14,905

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Contractual interest expense $ 879 $ 1,315 $ 3,499 $ 3,946

Amortization of debt discount $ 138 $ 207 550 621

Amortization of debt issuance costs $ 110 $ 165 438 494

Total interest expense $ 1,127 $ 1,687 $ 4,487 $ 5,061

The contractual interest expense on the 2025 Convertible Notes recorded within interest expense, net on the consolidated statements of operations attributable to related parties was $ 0.7 million in the three months ended September 30, 2024 and 2023 and $ 2.0 million in the nine months ended September 30, 2024 and 2023.

As of September 30, 2024 and December 31, 2023, accrued interest due to related parties of $ 1.1 million and $ 0.4 million was included within accrued expenses and other current liabilities on the condensed consolidated balance sheets, respectively.

The 2025 Convertible Notes reached maturity and were repaid in full, including all accrued interest, on May 1, 2025.

Asset-backed Revolving Credit Facility

12 unchanged sentences

Effective April 18, 2024, the Company exercised its right to voluntarily pay-off and terminate the Credit Facility.

As a result of the termination, the Company paid the outstanding balance and related termination fees on the Credit Facility of approximately $ 3.0 million.

The Company also paid the Exit Fee in the aggregate amount of $ 0.4 million to the Credit Facility Participants.

South Ocean Funding, LLC is an affiliate of Golden Harbor, Ltd.

and North Sound Ventures, LP is an affiliate of North Sound Management, Inc.

As of April 18, 2024, each of Golden Harbor, Ltd.

and North Sound Management, Inc.

were beneficial owners of in excess of 5% of the Company’s outstanding common stock.

As a result of the voluntary pay-off, the Company recorded a loss on extinguishment of debt of $ 0.8 million within other (expense) income, net on the c ondensed consolidated statements of operations during the nine months ended September 30, 2024.

The effective interest rate of the average outstanding balance for the Credit Facility was 36.1 %, which includes 8.3 % related to amortization of original issuance costs, and 58.7 %, which includes 27.3 % related to amortization of original issuance costs, for the nine months ended September 30, 2024 and 2023, respectively.

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

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):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

2029 Senior Secured Notes

Contractual interest expense $ 920 $ —

Amortization of debt issuance costs 38 —

Amortization of debt discount/premium ( 93 ) —

Total interest expense $ 865 $ —

Related party interest expense $ 672 $ —

2025 Convertible Notes

Contractual interest expense $ 121 $ 1,315

Amortization of debt issuance costs 15 165

Amortization of debt discount/premium 18 207

Total interest expense $ 154 $ 1,687

Related party interest expense $ — $ 209

Credit Facility

Contractual interest expense $ — $ 222

Accretion of exit fee — 75

Amortization of debt issuance costs — 117

Total interest expense $ — $ 414

Other interest expense $ 7 $ 78

Consolidated interest expense $ 1,026 $ 2,179

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes and 2025 Convertible Notes for the three months ended March 31, 2025 was 8.5 % and 4.1 %, respectively.

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2025 Convertible Notes and Credit Facility for the three months ended March 31, 2024 was 4.2 % and 29.7 %, respectively.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Share-based Compensation

During the three and nine months ended September 30, 2024 and 2023 , the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”).

During the three months ended March 31, 2025 and 2024 , the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”).

The Compensation Committee of the Board of Directors administers the plans.

Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units (“RSUs”) or other awards, including awards with alternative vesting schedules such as performance-based criteria.

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

The 2018 Plan authorizes 5,775,308 shares, of which 2,681,632 remain available for future grants as of March 31, 2025 .

The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for the three months end ed March 31, 2025 and 2024 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Cost of revenues $ 52 $ 25

4 unchanged sentences

Total $ 1,601 $ 717

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stock Options

The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted.

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

For performance stock awards subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model.

The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options, which generally only include time-based vesting requirements.

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

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

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2025:

Outstanding — December 31, 2024 269,851

2 unchanged sentences

Canceled ( 36,732 )

Outstanding — September 30, 2024 318,351

Exercisable — September 30, 2024 196,498

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

Outstanding — March 31, 2025 1,121,483

Exercisable — March 31, 2025 134,598

During the three months ended March 31, 2025, the Company granted stock options to the CEO in connection with his hiring on January 6, 2025.

These stock options contain a requirement that in order to be exercisable, the Company’s closing stock price must exceed the exercise price of the awards for 20 of the 30 trading-days immediately prior to the requested exercise date.

The Company granted a total of 850,000 of these options to the CEO at a weighted average exercise price of $ 18.46 .

The total grant-date fair value of the options was $ 6.7 million and will be expensed over the four-year vesting term of the awards.

These options granted to the Company’s CEO were valued using a Monte Carlo simulation model.

The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the awards:

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

January 6, 2025

Valuation date stock price $ 11.23

Simulation term (years) 10

Risk-free interest rate 4.57 %

Volatility 84.00 %

Expected dividend yield — %

At March 31, 2025, total unrecognized compensation expense related to stock options was $ 5.4 million, which is expected to be recognized over a weighted-average period of 3.68 years.

Restricted Stock Units

3 unchanged sentences

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

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

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2025:

Non-vested — December 31, 2024 1,111,841

2 unchanged sentences

Forfeited ( 81,277 )

Non-vested — September 30, 2024 1,138,638

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

Non-vested — March 31, 2025 1,317,806

During the three months ended March 31, 2025, the Company granted RSUs to the CEO in connection with his hiring on January 6, 2025.

The Company granted the CEO 124,347 RSUs that contain a time-based vesting requirement (“Time-based CEO RSUs”) with a total grant-date fair value of $ 1.4 million that vest over four years .

The Company also granted the CEO RSUs that contain a market-based vesting condition in addition to a time-based vesting requirement (“Market-based CEO RSUs”).

The Company granted 167,910 of these Market-based CEO RSUs with a total grant-date fair value of $ 3.2 million that will be expensed over the three-year vesting term of the awards.

The actual number of shares to be issued upon completion of the time-based vesting requirement of the Market-based CEO RSUs is dependent upon the Company’s share price performance relative to the total shareholder return of Russell Microcap Index (“rTSR”) over the vesting period, ranging from 0 % to 200 % of the number of market-based RSUs granted.

The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the Market-based CEO RSUs:

January 6, 2025

Valuation date stock price $ 11.23

Simulation term (years) 3

Risk-free interest rate 4.25 %

Volatility 105.63 %

Expected dividend yield — %

Correlation coefficient 0.3741

At March 31, 2025, total unrecognized compensation expense related to RSUs, including the RS Us with a market based condition discussed above, was $ 9.2 million, which is expected to be recognized over a weighted-average period of 3.23 years.

Earnings (Loss) per Share

Basic earnings (loss) per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method.

Potentially dilutive securities (consisting primarily of the 2025 Convertible Notes calculated using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when their effect would be anti-dilutive.

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

using the treasury stock method.

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

Income/(Loss)

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(Denominator) Per-Share Amount**

For the three months ended September 30, 2024

Income (Loss) from continuing operations $ 7,543

preferred stock dividends ( 827 )

Income (loss) from continuing operations attributable to common stockholders 6,716 12,337 $ 0.54

Income from discontinued operations, net of tax 1,426 12,337 $ 0.12

Income (loss) attributable to common stockholders $ 8,142 12,337 $ 0.66

Income (loss) from continuing operations attributable to common stockholders $ 6,716 12,337

Effect of dilutive 2025 Convertible Notes ( 8,879 ) 882

Diluted EPS from continuing operations $ ( 2,163 ) 13,218 $ ( 0.16 )

Income from discontinued operations, net of tax $ 1,426 12,337

Effect of dilutive 2025 Convertible Notes 882

Diluted EPS from discontinued operations $ 1,426 13,218 $ 0.11

Income (loss) attributable to common stockholders $ 8,142 12,337

Effect of dilutive 2025 Convertible Notes ( 8,879 ) 882

Diluted EPS from net income $ ( 737 ) 13,218 $ ( 0.06 )

For the three months ended September 30, 2023

Basic and Diluted EPS

Income (Loss) from continuing operations $ ( 22,025 )

preferred stock dividends ( 756 )

Income (loss) from continuing operations attributable to common stockholders ( 22,781 ) 11,697 $ ( 1.95 )

Income from discontinued operations, net of tax 220 11,697 $ 0.02

Income (loss) attributable to common stockholders $ ( 22,561 ) 11,697 $ ( 1.93 )

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

Basic and Diluted EPS

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Income (loss) attributable to common stockholders $ ( 2,434 ) 15,002 $ ( 0.16 )

For the nine months ended September 30, 2023

For the three months ended March 31, 2024

Basic and Diluted EPS

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Income (loss) attributable to common stockholders $ ( 5,245 ) 11,880 $ ( 0.44 )

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

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of September 30,

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

(**) Rounding may affect summation.

As of March 31,

2025 Convertible Notes 119 1,338

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Total 5,605 1,998

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

Additional shares of the Company’s common stock, and warrants to purchase shares of the Company’s common stock, were issued after September 30, 2024.

Subsequent Events for further details.

Stockholders' Equity (Deficit)

Loan Warrants

As noted in Note 5 – Debt, on June 28, 2024 in connection with the Short-Term Loan Agreement, the Company agreed to issue to the Lender and the Participating Lenders Loan Warrants to purchase an aggregate of 550,000 shares of the Company’s Common Stock.

The Loan Warrants have an exercise price of $ 12.12 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.

The Loan Warrants will expire on June 28, 2028, are exercisable on a cash basis, and contain customary registration rights with respect to the shares of Common Stock issuable upon exercise of the Loan Warrants.

As of September 30, 2024, none of the Loan Warrants have been exercised.

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

This allocation resulted in the Warrants having a net value of $ 3.2 million that the Company recorded within Additional Paid-In Capital within the Company’s Condensed Consolidated Statements of Stockholders’ Deficit.

2025 Convertible Note Repurchases

As discussed in Note 5 – Debt, o n July 18, 2024, the Company entered into an agreement with a holder of approximately $ 4.7 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holder’s 2025 Convertible Notes in exchange for approximately 0.3 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.2 million shares of the Company’s common stock, plus accrued interest.

The warrants have an exercise price of $ 13.37 , subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.

As discussed in Note 5 – Debt, o n August 2, 2024, the Company entered into an agreement with two related holders of approximately $ 1.5 million in principal amount of the 2025 Convertible Notes, pursuant to which the Company repurchased the holders’ 2025 Convertible Notes in exchange for approximately 0.1 million shares of the Company’s common stock and warrants to purchase an aggregate of approximately 0.1 million shares of the Company’s common stock, plus accrued interest.

The warrants have an exercise price of $ 11.03 , subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.

These warrants expire four years from their dates of issuance, are exercisable on a cash basis and are otherwise in substantially the same form as the Loan Warrants.

The Company granted the holder customary registration rights with respect to the common shares and the shares of common stock issuable upon exercise of the warrants.

As of September 30, 2024, none of these warrants have been exercised.

Public Equity Offering

In January 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company could offer and sell, from time to time, through or to the Agent, up to $ 40.0 million of shares of its common stock (the “ATM Offering”) .

The Company did not sell any shares under the ATM Offering during the three months ended September 30, 2023.

D uring the nine months ended September 30, 2023 the Company sold 803,596 shares of common stock, at an average price of $ 7.54 per share, for net proceeds of $ 6.1 million, after deducting underwriter fees and discounts.

Effective as of November 2, 2023, the Equity Distribution Agreement was terminated by the Company, and there will be no further sales under the ATM Offering.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stockholders' Equity (Deficit)

In connection with various debt restructuring agreements entered into during the year ended December 31, 2024, the Company issued warrants to purchase an aggregate of 3.0 million shares of the Company’s common stock, including the warrants noted in Note 5 – Debt .

The warrants expire four years from their date 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 issued during the year ended December 31, 2024 are the only outstanding warrants as of both March 31, 2025 and December 31, 2024.

As of March 31, 2025, none of the warrants have been exercised.

The number and exercise price of the warrants issued and outstanding as of March 31, 2025 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

Preferred Stock

The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $ 0.001 per share, 150,000 of which have been designated Series D Preferred Stock and 39,500 of which have been designated Series E Preferred Stock.

As of September 30, 2024 and December 31, 2023, the Company had 25,000 shares of Series E preferred stock issued and outstanding.

Geographic Information and Concentrations of Risk

As of March 31, 2025 and December 31, 2024, the Company had 25,000 shares of Series E preferred stock issued and outstanding.

Dividends declared, but not paid, related to the Series E Preferred Stock resulted in $ 14.3 million and $ 13.4 million of dividends accrued, approximating $ 570.26 and $ 535.71 per preferred share, as of March 31, 2025 and December 31, 2024, respectively.

Segment, Geographic, and Concentrations of Risk Information

Segment Information

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

As of March 31, 2025, the Company’s CODM was its CEO.

The Company’s CODM 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.

The accounting policies of our single 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:

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

Revenues $ 31,673 $ 37,505

Adjusted cost of revenues (1)

16,638 24,236

Adjusted research and development (2)

Adjusted sales and marketing (2)

Adjusted general and administrative (3)

Adjusted depreciation and amortization (4)

Capitalizable software development expenditures 2,376 583

Capitalized software development expenditures ( 2,376 ) ( 583 )

Share-based compensation 1,601 687

Amortization of purchased intangible assets related to business combinations 316 330

Impairment of capitalized software 384 420

Interest expense 1,026 2,179

Other (income) expense, net ( 303 ) 375

Income tax provision 23 17

Segment net income (loss) $ ( 1,170 ) $ ( 5,516 )

Reconciliation of profit or loss

Income from discontinued operations, net of tax ( 400 ) 1,061

Consolidated net income (loss) $ ( 1,570 ) $ ( 4,455 )

(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

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

United States and Canada $ 31,620 $ 35,476

Europe (including United Kingdom) $ — $ 701

Other $ 94 $ 4 1,558 667

Australia $ 53 $ 1,328

Total $ 31,673 $ 37,505

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

Concentrations of Credit Risk

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

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

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

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

As of September 30, 2024, three customers accounted for 42.4 %, 24.0 %, and 20.9 % of accounts receivable, net, respectively.

As of December 31, 2023, two customers accounted for 51.9 % and 12.7 % of accounts receivable, net, respectively.

Customer Concentrations

For the three months ended March 31, 2025, two customers accounted for 54.6 % and 35.1 % of revenues, respectively.

For the three months ended March 31, 2024, two customers accounted for 47.2 % and 21.9 % of revenues, respectively.

As of March 31, 2025, two customers accounted for 45.6 % and 31.4 % of accounts receivable, net, respectively.

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

Concentrations in the Available Sources of Supply of Materials and Product

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Our services use hardware and software from various third parties, some of which are procured from sole-source 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.

In addition, many of our suppliers are located outside of the United States and therefore can be impacted by additional government regulations, such as import tariffs.

Commitments and Contingencies

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Such commitments are noncancellable (“noncancellable purchase obligations”).

As of September 30, 2024, future payments under these noncancellable purchase obligations were approximately $ 64.3 million.

As of March 31, 2025, future payments under these noncancellable purchase obligations were approximately $ 44.1 million.

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

6 unchanged sentences

Income taxes for both periods consisted primarily of foreign income taxes at certain of the Company’s international entities and state taxes for its U.S.-based entities.

The Company’s income tax expense differs from the expected expense based

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities.

The increase in the Company’s income tax provision for the nine months ended September 30, 2024 compared to the same period in 2023, was driven primarily by U.S.

state taxes in states which have either chosen to temporarily suspend the use of net operating losses or have franchise taxes calculated on modified gross profit.

Subsequent Events

Subsequently Completed Repurchases and Exchanges

As discussed in Note 1 – Nature of Business and Significant Accounting Policies above, on November 6, 2024 the Company completed the previously-announced private exchanges of $ 91.5 million in aggregate principal amount of the 2025 Convertible Notes held by certain holders of the 2025 Convertible Notes pursuant to binding term sheets that were previously entered into with such holders, including the binding term sheets entered into on June 28, 2024 with North Sound Partners and Golden Harbor Ltd.

In connection with the Subsequently Completed Repurchases and Exchanges, the Company issued to these noteholders in concurrent private placement transactions an aggregate of (i) approximately 2.4 million shares of the Company’s Common Stock, (ii) approximately $ 40.9 million in principal amount of New Senior Secured Notes, and (iii) warrants to purchase an aggregate of approximately 2.1 million shares of the Company’s Common Stock.

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

The New Notes are secured by a first priority lien on substantially all of Company’s assets.

The warrants have exercise prices ranging from $ 11.27 to $ 15.77 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.

The warrants expire four years from the date of issuance and will be exercisable on a cash basis.

Affiliates of two of the noteholders involved in the Subsequently Completed Repurchases and Exchanges - Golden Harbor Ltd.

and North Sound Partners - may be deemed to beneficially own more than 5% of the Company’s outstanding Common Stock.

Avery, a member of the Company’s Board of Directors, currently serves as Senior Managing Director of Tavistock Group, an affiliate of Golden Harbor Ltd.

The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities.

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-Q

Item 1. Financial Statements