Item 5. Other Information
Item 5. Other Information.
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. 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. 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.
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.
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Item 6. Exhibits.
Incorporated by Reference to:
Exhibit No. Description Form Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation.
8-K 3.1 11/9/2016
3.2*
Amended and Restated Bylaws.
3.3 Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock.
8-K 3.1 8/13/2019
3.4 Certificate of Amendment to Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock.
8-K 3.1 3/10/2020
3.5 Certificate of Amendment of Certificate of Incorporation of Inseego Corp., dated January 23, 2024.
8-K 3.1 1/23/2024
10.1**
O ffer Letter dated December 6, 2024, between Inseego Corp. and Juho Sarvikas.
8-K 10.1 1/6/2025
31.1*
Certification of our Principal Executive Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of our Principal Financial Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*
Filed herewith.
# Furnished herewith.
**
Management contract, compensatory plan or arrangement.
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SIGNATURES
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.
Date: May 8, 2025 Inseego Corp.
By: /s/ JUHO SARVIKAS
Juho Sarvikas
Chief Executive Officer
By: /s/ STEVEN GATOFF
Steven Gatoff
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.