What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 152 added, 69 removed, 499 unchanged (31% of the section changed)

35 unchanged sentences

Preferred stock, par value $ 0.001 ;

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)

39,500 shares designated, 25,000 shares issued and outstanding as of both June 30, 2025 and December 31, 2024 (aggregate liquidation preference of $ 40,140 as of June 30, 2025)

Common stock, par value $ 0.001 ;

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

150,000,000 shares authorized, 15,042,827 and 14,990,712 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 897,591 892,534

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Mobile solutions $ 13,672 $ 25,879 $ 31,462 $ 41,149

18 unchanged sentences

Interest expense ( 933 ) ( 1,776 ) ( 1,959 ) ( 3,955 )

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

Gain on debt restructurings, net — 1,324 — 1,324

Other income (expense), net 182 ( 417 ) 485 ( 792 )

2 unchanged sentences

Income (Loss) from continuing operations 507 79 ( 663 ) ( 5,437 )

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

Income (Loss) from discontinued operations (net of income tax provision (benefit) of $ — , $ 188 , $ 400 and $ 408 , respectively)

— 545 ( 400 ) 1,606

7 unchanged sentences

Discontinued operations — 0.05 ( 0.03 ) 0.14

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

Basic and diluted earnings (loss) per share* $ ( 0.03 ) $ ( 0.02 ) $ ( 0.19 ) $ ( 0.46 )

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

Basic and diluted 15,023,832 11,894,746 15,012,918 11,887,233

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation adjustment 109 ( 355 ) 115 ( 93 )

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

Comprehensive income (loss) $ 616 $ 269 $ ( 948 ) $ ( 3,924 )

*rounding may impact summation of amounts

8 unchanged sentences

Shares Amount Shares (*) Amount (*)

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

Net loss — — — — — 624 — 624

Foreign currency translation adjustment — — — — — — ( 355 ) ( 355 )

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 27 — 2 — — 2

Issuance of common stock in connection with debt restructurings — — — — 2,686 — — 2,686

Share-based compensation — — — — 869 — — 869

Preferred stock dividends — — — — 808 ( 808 ) — —

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

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

Net income — — — — — 507 — 507

Foreign currency translation adjustment — — — — — — 109 109

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 36 — 229 — — 229

Share-based compensation

— — — — 1,654 — — 1,654

Preferred stock dividends — — — — 883 ( 883 ) — —

Balance, June 30, 2025 25 $ — 15,043 $ 15 $ 897,591 $ ( 908,435 ) $ 333 $ ( 10,496 )

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

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

2 unchanged sentences

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 31 — ( 6 ) — — ( 6 )

Issuance of common stock warrants in connection with debt restructurings — — — — 2,686 — — 2,686

Share-based compensation — — — — 1,586 — — 1,586

Preferred stock dividends — — — — 1,598 ( 1,598 ) — —

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

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

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

4 unchanged sentences

Preferred stock dividends — — — — 1,747 ( 1,747 ) — —

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

Balance, June 30, 2025 25 $ — 15,043 $ 15 $ 897,591 $ ( 908,435 ) $ 333 $ ( 10,496 )

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

3 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization 3,890 7,022

Loss on extinguishment of revolving credit facility — 788

Gain on debt restructurings, net — ( 1,324 )

Provision for expected credit losses 103 ( 371 )

2 unchanged sentences

Share-based compensation expense 3,255 1,521

Amortization of debt discount and debt issuance costs ( 22 ) 489

Amortization of debt discount (premium) and debt issuance costs, net ( 65 ) 858

Deferred income taxes 6 12

17 unchanged sentences

Cash flows from financing activities:

Net borrowings on revolving credit facility — 583

Payments related to repayments of 2025 Convertible Notes ( 14,949 ) ( 1,650 )

Proceeds from issuance of short-term loan and warrants, net of issuance costs — 16,500

Net repayments on revolving credit facility — ( 4,882 )

Proceeds from stock option exercises and employee stock purchase plan, net of taxes 272 2

1 unchanged sentence

Financing cash flows from discontinued operations — —

Net cash provided by financing activities 42 583

Net cash used in (provided by) financing activities ( 14,677 ) 9,970

Effect of exchange rates on cash 119 ( 209 )

8 unchanged sentences

Capital expenditures financed through accounts payable or accrued liabilities $ 225 $ 162

Debt and warrant issuance costs financed through accrued liabilities $ — $ 150

Right-of-use assets obtained in exchange for operating leases liabilities $ — $ 146

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

14 unchanged sentences

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”).

On November 27, 2024, the Company completed the previously announced sale of its 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”).

2 unchanged sentences

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.

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 Condensed 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.

47 unchanged sentences

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):

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 six months end ed June 30, 2025 and 2024 (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Services and other revenues $ — $ 7,529 $ — $ 15,033

14 unchanged sentences

Income (loss) from discontinued operations, net of tax $ — $ 545 $ ( 400 ) $ 1,606

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.

Income taxes related to discontinued operations in the six months ended June 30, 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 June 30, 2025 or December 31, 2024.

INSEEGO CORP.

16 unchanged sentences

2025 December 31,

Royalties $ 460 $ 954

Payroll and related expenses 4,401 7,997

Accrued interest 1,968 926

Deferred revenue $ 8,890 $ 9,245

Operating lease liabilities 1,389 1,346

Payroll and related expenses 4,631 7,997

Accrued contract manufacturing liabilities 4,527 4,772

Operating lease liabilities 1,433 1,346

Royalties 627 954

Accrued interest 899 926

Other 2,831 4,893

6 unchanged sentences

Total other long-term liabilities $ 3,539 $ 4,755

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.

As of June 30, 2025, of the $ 3.4 million long-term deferred revenue balance, $ 3.2 million relates to performance obligations expected to be satisfied between one and two years, and $ 0.2 million relates to performance obligations expected to be satisfied between two and three years from June 30, 2025.

INSEEGO CORP.

2 unchanged sentences

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

June 30, 2025

Total Level 1 Level 2 Level 3

2 unchanged sentences

Total cash equivalents 12,479 12,479 — —

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.

No transfers between levels occurred during the three or six months ended June 30, 2025 or June 30, 2024.

The Company also had an interest make-whole payment derivative liability on its 2025 Convertible Notes (as defined in Note 5 – Debt ) that was measured at fair value on a recurring basis prior to the maturity and full repayment of the 2025 Convertible Notes on May 1, 2025.

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

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

During the six months ended June 30, 2025 and 2024, there were no conversions of the 2025 Convertible Notes into shares of the Company’s common stock.

There were also no changes in the fair value of the interest make-whole liability during the six months ended June 30, 2025 or June 30, 2024.

Other Financial Instruments

7 unchanged sentences

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.

As of June 30, 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):

10 unchanged sentences

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

Repurchases and Exchanges of 2025 Convertible Notes

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):

2025 December 31,

As of 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 remaining 2025 Convertible Notes matured on May 1, 2025, at which time all outstanding principal of $ 14.9 million and related accrued interest was repaid.

The 2025 Convertible Notes as of December 31, 2024 consisted of the following (in thousands):

Principal $ 14,949

3 unchanged sentences

Net carrying amount $ 14,905

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

Asset-backed Revolving Credit Facility

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

2029 Senior Secured Notes

17 unchanged sentences

Consolidated interest expense $ 933 $ 1,776 $ 1,959 $ 3,955

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.

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 six months ended June 30, 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 six months ended June 30, 2024 was 4.2 % and 36.1 %, respectively.

INSEEGO CORP.

1 unchanged sentence

Share-based Compensation

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”).

During the six months ended June 30, 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 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):

The 2018 Plan authorizes 5,775,308 shares, of which 2,516,552 remain available for future grants as of June 30, 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 and six months end ed June 30, 2025 and 2024 (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Cost of revenues $ 55 $ 27 $ 107 $ 52

8 unchanged sentences

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 three months ended March 31, 2025:

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2025:

Outstanding — December 31, 2024 269,851

2 unchanged sentences

Canceled ( 48,683 )

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.

Outstanding — June 30, 2025 1,282,832

Exercisable — June 30, 2025 140,174

During the six months ended June 30, 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.

11 unchanged sentences

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.

At June 30, 2025, total unrecognized compensation expense related to stock options was $ 5.8 million, which is expected to be recognized over a weighted-average period of 3.50 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 three months ended March 31, 2025:

The following table summarizes the Company’s RSU activity for the six months ended June 30, 2025:

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

2 unchanged sentences

Forfeited ( 98,402 )

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.

Non-vested — June 30, 2025 1,321,239

During the six months ended June 30, 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 .

10 unchanged sentences

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.

At June 30, 2025, total unrecognized compensation expense related to RSUs, including the RS Us with a market based condition discussed above, was $ 8.5 million, which is expected to be recognized over a weighted-average period of 2.98 years.

Earnings (Loss) per Share

9 unchanged sentences

(Denominator) Per-Share Amount**

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Basic and Diluted EPS

4 unchanged sentences

Income (loss) attributable to common stockholders $ ( 376 ) 15,024 $ ( 0.03 )

For the three months ended March 31, 2024

For the three months ended June 30, 2024

Basic and Diluted EPS

4 unchanged sentences

Income (loss) attributable to common stockholders $ ( 184 ) 11,895 $ ( 0.02 )

For the six months ended June 30, 2025

Basic and Diluted EPS

Income (Loss) from continuing operations $ ( 663 )

preferred stock dividends ( 1,747 )

Income (loss) from continuing operations attributable to common stockholders ( 2,410 ) 15,013 $ ( 0.16 )

Income from discontinued operations, net of tax ( 400 ) 15,013 $ ( 0.03 )

Income (loss) attributable to common stockholders $ ( 2,810 ) 15,013 $ ( 0.19 )

For the six months ended June 30, 2024

Basic and Diluted EPS

Income (Loss) from continuing operations $ ( 5,437 )

preferred stock dividends ( 1,598 )

Income (loss) from continuing operations attributable to common stockholders ( 7,035 ) 11,887 $ ( 0.59 )

Income from discontinued operations, net of tax 1,606 11,887 $ 0.14

Income (loss) attributable to common stockholders $ ( 5,429 ) 11,887 $ ( 0.46 )

(*) 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 March 31, 2025 and 2024 (in thousands):

As of March 31,

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of June 30,

2025 Convertible Notes — 1,338

4 unchanged sentences

Total 5,657 1,998

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stockholders' Equity (Deficit)

2 unchanged sentences

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:

The warrants issued during the year ended December 31, 2024 are the only outstanding warrants as of both June 30, 2025 and December 31, 2024.

As of June 30, 2025, none of the warrants have been exercised.

The number and exercise price of the warrants issued and outstanding as of June 30, 2025 are as follows:

Issuance Date Number of Shares to Purchase with Warrants Exercise price

10 unchanged sentences

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 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.

As of June 30, 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 $ 15.1 million and $ 13.4 million of dividends accrued, approximating $ 605.59 and $ 535.71 per preferred share, as of June 30, 2025 and December 31, 2024, respectively.

The aggregate liquidation preference of the issued and outstanding shares of Series E Preferred Stock as of June 30, 2025 was $ 40.1 million.

Segment, Geographic, and Concentrations of Risk Information

1 unchanged sentence

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.

As of June 30, 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 .

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

1 unchanged sentence

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

June 30, Six Months Ended

2025 2024 2025 2024

Revenues $ 40,223 $ 51,620 $ 71,896 $ 89,125

2 unchanged sentences

Adjusted research and development (2)

4,554 5,092 8,821 9,615

Adjusted sales and marketing (2)

3,808 4,166 7,596 7,840

Adjusted general and administrative (3)

3,513 2,786 6,868 6,404

Adjusted depreciation and amortization (4)

1,761 3,322 3,509 6,284

Capitalizable software development expenditures 1,985 980 4,361 1,563

3 unchanged sentences

Impairment of capitalized software — — 384 420

Debt restructuring costs — 452 — 452

Gain on debt restructurings, net — ( 1,324 ) — ( 1,324 )

Loss on extinguishment of revolving credit facility — 788 — 788

Interest expense 933 1,776 1,959 3,955

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

United States and Canada $ 40,130 $ 50,808 $ 71,750 $ 86,284

1 unchanged sentence

Australia $ 74 $ 124 127 1,451

Other $ — $ 12 — 13

Total $ 40,223 $ 51,620 $ 71,896 $ 89,125

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Concentrations of Credit Risk

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.

For the three months ended June 30, 2025, two customers accounted for 62.2 % and 24.2 % of revenues, respectively.

For the three months ended June 30, 2024, two customers accounted for 45.3 % and 34.3 % of revenues, respectively.

For the six months ended June 30, 2025, two customers accounted for 58.9 % and 29.0 % of revenues, respectively.

For the six months ended June 30, 2024, two customers accounted for 46.1 % and 29.1 % of revenues, respectively.

As of June 30, 2025, three customers accounted for 58.1 %, 18.0 %, and 13.2 % 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.

6 unchanged sentences

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

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

As of June 30, 2025, future payments under these noncancellable purchase obligations were approximately $ 62.3 million.

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

7 unchanged sentences

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.

Subsequent Events

On August 5, 2025, the Company entered into a $ 15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”) with BMO Bank N.A.

Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp.

and certain of its subsidiaries, subject to customary exclusions.

Availability under the Working Capital Facility will be determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory.

Loans made under the Working Capital Facility bear interest at Term Secured Overnight Financing Rate (“SOFR”),

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

as defined in the Working Capital Facility Agreement (defined below), plus an applicable margin ranging from 1.00 - 2.50 %, subject to certain exceptions.

The facility matures on August 5, 2028 and contains certain financial and non-financial covenants.

The Working Capital Facility is governed by a Credit and Security Agreement (the “Working Capital Facility Agreement”).

Further details of the Working Capital Facility, including a copy of the Working Capital Facility Agreement, are available within the Form 8-K filed by the Company on August 7, 2025.

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