Other Information.
−Removed: 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).
−Removed: 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 9, 2016).
−Removed: 3.3 Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock filed with the Secretary of State of the State of Delaware on August 8, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed August 13, 2019).
−Removed: 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).
−Removed: 10.1* Inseego Corp.
−Removed: 2018 Omnibus Incentive Compensation Plan, as amended on July 30, 2024
−Removed: 10.2* Amended and Restated Inseego Corp.
−Removed: 2000 Employee Stock Purchase Plan, as amended on July 30, 2024
−Removed: 10.3 Share Purchase Agreement dated September 16, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed September 16, 2024).
−Removed: 10.4 License Agreement dated September 16, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed September 16, 2024).
−Removed: 10.5 Transitional Services Agreement dated September 16, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed September 16, 2024).
+Added: On May 7, 2025, the Company’s Board of Directors approved an amendment to and a restatement of the bylaws of the Company (as so amended and restated, the “Bylaws”), which was effective immediately upon such approval by the Board.
+Added: Among other things, the Bylaws were amended to (i) add a requirement to the advance notice provisions for stockholder proposals that any Proposing Person (as defined in the Bylaws) represent that it will comply with the Exchange Act, including the universal proxy rules adopted thereunder, (ii) require any director nominee of a stockholder of the Company to agree to be named as a nominee in any proxy statement of the Company, (iii) clarify that the approval standard for stockholder votes on matters other than the election of directors is based on shares present and entitled to vote on the subject matter being voted upon, (iv) expand and clarify the authority of the Board of Directors and chairperson of a meeting of the Company’s stockholders with respect to the conduct of business at any such meeting and (v) revise the provisions regarding the selection of the state and federal courts located in Delaware as the exclusive fora for certain lawsuits to exclude claims as to which the court determines that there is an indispensable party not subject to the jurisdiction of such court and to add that, unless otherwise consented to in writing by the Company, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Court of Chancery and the federal district court for the District of Delaware will be the exclusive fora for the resolution of any derivative claim arising under the Exchange Act.
+Added: The Bylaws were also amended to make certain changes to reflect recent changes to the General Corporation Law of the State of Delaware and to avoid any suggestion that the Bylaws provide for different requirements than Delaware law regarding notices of adjourned meetings, access to lists of stockholders entitled to vote at a meeting, and execution of stock certificates.
+Added: The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
+Added: Incorporated by Reference to:
+Added: Description Form Exhibit Filing Date
+Added: 3.1 Amended and Restated Certificate of Incorporation.
+Added: 8-K 3.1 11/9/2016
+Added: Amended and Restated Bylaws.
+Added: 3.3 Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock.
+Added: 8-K 3.1 8/13/2019
+Added: 3.4 Certificate of Amendment to Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock.
+Added: 8-K 3.1 3/10/2020
+Added: 3.5 Certificate of Amendment of Certificate of Incorporation of Inseego Corp., dated January 23, 2024.
+Added: 8-K 3.1 1/23/2024
+Added: O ffer Letter dated December 6, 2024, between Inseego Corp.
+Added: and Juho Sarvikas.
+Added: 8-K 10.1 1/6/2025
Certification of our Principal Executive Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
# Furnished herewith.
+Added: Management contract, compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: November 12, 2024 Inseego Corp.
−Removed: /s/ PHILIP BRACE
−Removed: Executive Chairman
+Added: May 8, 2025 Inseego Corp.
+Added: /s/ JUHO SARVIKAS
+Added: Juho Sarvikas
+Added: Chief Executive Officer
/s/ STEVEN GATOFF
2 unchanged sentences
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.