What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 191 added, 111 removed, 540 unchanged (36% of the section changed)

3 unchanged sentences

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

September 30,

2025 December 31,

4 unchanged sentences

Inventories 8,602 13,575

Prepaid expenses and other 3,847 5,926

Prepaid expenses and other current assets 6,261 5,926

Total current assets 56,985 72,900

23 unchanged sentences

Preferred stock, par value $ 0.001 ;

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)

39,500 shares designated, 25,000 shares issued and outstanding as of both September 30, 2025 and December 31, 2024 (aggregate liquidation preference of $ 41,043 as of September 30, 2025)

Common stock, par value $ 0.001 ;

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

150,000,000 shares authorized, 15,212,522 and 14,990,712 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 899,808 892,534

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

Product 33,687 42,005 81,563 110,653

Services and other 12,040 12,424 24,020 20,477

Software services and other 12,206 12,027 36,226 32,504

Total revenues 45,893 54,032 117,789 143,157

1 unchanged sentence

Product 25,253 33,592 63,014 86,812

Services and other 1,343 2,304 2,637 3,852

Software services and other 1,556 1,640 4,193 5,492

Total cost of revenues 26,809 35,232 67,207 92,304

14 unchanged sentences

Income (Loss) before income taxes 1,396 7,579 778 2,277

Income tax provision 22 118 45 135

Income tax provision (benefit) ( 36 ) 36 9 171

Income (Loss) from continuing operations 1,432 7,543 769 2,106

6 unchanged sentences

Net earnings (loss) per share

Basic and diluted

Continuing operations $ 0.03 $ 0.54 $ ( 0.12 ) $ ( 0.03 )

1 unchanged sentence

Basic and diluted earnings (loss) per share* $ 0.03 $ 0.66 $ ( 0.15 ) $ 0.23

Continuing operations $ 0.03 $ ( 0.16 ) $ ( 0.12 ) $ ( 0.03 )

Discontinued operations — 0.11 ( 0.03 ) 0.25

Diluted earnings per share $ 0.03 $ ( 0.06 ) $ ( 0.15 ) $ 0.23

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

Basic 15,142,000 12,336,503 15,056,458 12,036,989

Diluted 15,522,042 13,218,293 15,056,458 12,036,989

Other comprehensive income (loss):

Foreign currency translation adjustment 32 ( 1,292 ) 147 ( 1,385 )

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

Comprehensive income $ 1,464 $ 7,677 $ 516 $ 3,753

*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 )

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

Net loss — — — — — 8,969 — 8,969

1 unchanged sentence

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

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

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

1 unchanged sentence

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

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

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

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

Net income — — — — — 1,432 — 1,432

4 unchanged sentences

Preferred stock dividends — — — — 903 ( 903 ) — —

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

Balance, September 30, 2025 25 $ — 15,213 $ 15 $ 899,808 $ ( 907,906 ) $ 365 $ ( 7,718 )

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

13 unchanged sentences

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

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

Share-based compensation — — — — 2,815 — — 2,815

Preferred stock dividends — — — — 2,425 ( 2,425 ) — —

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

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

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

4 unchanged sentences

Preferred stock dividends — — — — 2,650 ( 2,650 ) — —

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

Balance, September 30, 2025 25 $ — 15,213 $ 15 $ 899,808 $ ( 907,906 ) $ 365 $ ( 7,718 )

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

3 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

Net income (loss) $ 369 $ 5,138

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

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

(Income) Loss from discontinued operations, net of tax 400 ( 3,032 )

5 unchanged sentences

Provision for excess and obsolete inventory 510 901

Gain on early lease termination ( 443 ) —

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

Share-based compensation expense 5,105 2,714

11 unchanged sentences

Operating cash flows from discontinued operations ( 908 ) 7,031

Net cash used in (provided by) operating activities ( 7,936 ) 32,889

Net cash provided by (used in) operating activities ( 4,763 ) 47,710

Cash flows from investing activities:

8 unchanged sentences

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

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

Proceeds from stock option exercises and employee stock purchase plan, net of taxes 308 2

1 unchanged sentence

Financing cash flows from discontinued operations — —

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

Net cash used in financing activities ( 14,641 ) ( 32,811 )

Effect of exchange rates on cash 99 ( 1,682 )

Net decrease (increase) in cash and cash equivalents ( 26,375 ) 40,274

Net increase (decrease) in cash and cash equivalents ( 25,037 ) 9,563

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

6 unchanged sentences

Capital expenditures financed through accounts payable or accrued liabilities $ 1,068 $ 262

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

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

Right-of-use assets obtained in exchange for operating leases liabilities $ 2,042 $ 146

66 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

Recent Accounting Pronouncements Not Yet Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606:

Revenue from Contracts with Customers .

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This ASU is effective for fiscal years beginning after December 15, 2025 on a prospective basis, and for interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 updates the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages".

It also clarifies the criteria for capitalization, which begins when both of the following occur:

(1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Discontinued Operations and Held for Sale

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Services and other cost of revenues — 3,298 — 6,654

Software services and other revenues $ — $ 7,862 $ — $ 22,895

Software services and other cost of revenues — 3,222 — 9,876

Gross profit from discontinued operations — 4,640 — 13,019

12 unchanged sentences

Income (loss) from discontinued operations, net of tax $ — $ 1,426 $ ( 400 ) $ 3,032

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.

Income taxes related to discontinued operations in the nine months ended September 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 September 30, 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,

5 unchanged sentences

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

September 30,

2025 December 31,

9 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 $ 4,663 $ 4,755

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.

As of September 30, 2025, of the $ 4.5 million long-term deferred revenue balance, $ 3.7 million relates to performance obligations expected to be satisfied between one and two years, and $ 0.8 million relates to performance obligations expected to be satisfied between two and three years from September 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):

June 30, 2025

September 30, 2025

Total Level 1 Level 2 Level 3

2 unchanged sentences

Total cash equivalents 13,885 13,885 — —

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

No transfers between levels occurred during the three or nine months ended September 30, 2025 or September 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.

1 unchanged sentence

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.

During the nine months ended September 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 nine months ended September 30, 2025 or September 30, 2024.

Other Financial Instruments

1 unchanged sentence

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.

Working Capital Facility

On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A.

(“BMO”) that provides up to a maximum $ 15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”).

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

The Company was in compliance with all covenants under the Working Capital Facility Agreement as of September 30, 2025.

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 is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans outstanding under the Working Capital Facility.

If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO.

Priority of the obligations of the Company with respect to the Working Capital Facility is senior to the priority of the obligations of the Company with respect to the 2029 Senior Secured Notes on the assets of the Company which constitute current assets and junior to the priority to the obligations of the company with respect to the 2029 Senior Secured Notes on the assets of which company which are not current assets, as set forth in the Working Capital Facility Agreement.

The Working Capital Facility contains customary events of default, including a cross-default and cross-payment default for certain indebtedness in an aggregate principal amount in excess of $ 1.0 million and a cross-default for certain termination events under

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Swap Contracts with a termination value (determined in accordance with the terms of the Working Capital Facility Agreement) in excess of $ 1.0 million, as set forth in the Working Capital Facility Agreement.

Loans made under the Working Capital Facility bear interest at a Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility Agreement, plus an applicable margin ranging from 1.00 - 2.50 %, subject to certain exceptions.

Interest on loans made under the Working Capital Facility are paid in cash, in arrears, on a semi-annual basis.

In conjunction with the Working Capital Facility Agreement, the Company incurred $ 0.2 million of debt issuance costs that were recorded to prepaid expenses and other current assets and are being amortized to interest expense over the term of the facility.

As of September 30, 2025, outstanding borrowings and availability to borrow under the Working Capital Facility were $ 0.0 million and $ 14.5 million, respectively.

2029 Senior Secured Notes

4 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 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.

As of September 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):

September 30,

2025 December 31,

3 unchanged sentences

Net carrying amount $ 41,666 $ 41,830

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

2025 Convertible Notes

7 unchanged sentences

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.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

Principal $ 14,949

fair value of embedded derivative $ —

unamortized debt discount $ ( 25 )

1 unchanged sentence

Net carrying amount $ 14,905

Asset-backed Revolving Credit Facility

In August 2022, the Company entered into a Loan and Security Agreement (as subsequently amended, the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), a subsidiary of the Company, and Inseego North America LLC, an Oregon limited liability company and indirect subsidiary of the Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Credit Facility Parties”).

The Credit Agreement established a secured asset-backed revolving credit facility which was comprised of a maximum $ 50 million revolving credit facility (“Credit Facility”), with a minimum borrowing amount for interest calculations of $ 4.5 million upon execution of the Credit Agreement.

Availability under the Credit Facility was determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers.

Prior Credit Facility

The Credit Agreement established a secured asset-backed revolving credit facility which was comprised of a maximum $ 50 million revolving credit facility (“Prior Credit Facility”), with a minimum borrowing amount for interest calculations of $ 4.5 million upon execution of the Credit Agreement.

Availability under the Prior Credit Facility was determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers.

Outstanding amounts exceeding the borrowing base were to be repaid immediately.

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

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On May 2, 2023, (1) two related parties, South Ocean Funding, LLC and North Sound Ventures, LP (collectively, the “Credit Facility Participants”) collectively purchased a $ 4.0 million last-out subordinated participation interest in the Credit Agreement (the “Credit Facility Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base under the Credit Facility by $ 4.0 million, increased the minimum borrowing amount for interest calculations to $ 8.5 million, and modified certain covenants.

In connection with the purchase of the Credit Facility Participation Interest, we agreed to pay the Credit Facility Participants an aggregate exit fee (the “Exit Fee”) ranging from 7.5 % to 12.5 % of the amount of the Credit Facility Participation Interest, payable upon the earlier to occur of (a) the maturity date of the Credit Facility, (b) termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Credit Facility, and (c) the early redemption of the Credit Facility Participation Interest, as applicable.

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

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

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

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

On May 2, 2023, (1) two related parties, South Ocean Funding, LLC and North Sound Ventures, LP (collectively, the “Prior Credit Facility Participants”) collectively purchased a $ 4.0 million last-out subordinated participation interest in the Credit Agreement (the “Prior Credit Facility Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base under the Prior Credit Facility by $ 4.0 million, increased the minimum borrowing amount for interest calculations to $ 8.5 million, and modified certain covenants.

In connection with the purchase of the Prior Credit Facility Participation Interest, we agreed to pay the Prior Credit Facility Participants an aggregate exit fee (the “Exit Fee”) ranging from 7.5 % to 12.5 % of the amount of the Prior Credit Facility Participation Interest, payable upon the earlier to occur of (a) the maturity date of the Prior Credit Facility, (b) termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Prior Credit Facility, and (c) the early redemption of the Prior Credit Facility Participation Interest, as applicable.

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

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

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

Interest Expense, Summary

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Related party interest expense $ 672 $ — $ 2,017 $ —

Working Capital Facility

Contractual interest expense 6 — 6 —

Amortization of debt issuance costs 5 — 5 —

Total interest expense $ 11 $ — $ 11 $ —

2025 Convertible Notes

4 unchanged sentences

Related party interest expense $ — $ 837 $ — $ 2,512

Credit Facility

Short-Term Loan

Contractual interest expense $ — $ 1,271 $ — $ 1,271

Amortization of debt discount/premium — 3,329 — 3,329

Total interest expense $ — $ 4,600 $ — $ 4,600

Related party interest expense $ — $ 4,600 $ — $ 4,600

Prior Credit Facility

Contractual interest expense $ — $ — $ — $ 312

Accretion of exit fee — — — 75

3 unchanged sentences

Consolidated interest expense $ 885 $ 5,731 $ 2,844 $ 9,686

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.

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 nine months ended September 30, 2025 was 8.5 % and 4.2 %, respectively.

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2025 Convertible Notes, Short-Term Loan, and Prior Credit Facility for the nine months ended September 30, 2024 was 4.2 %, 112.5 % and 36.1 %, respectively.

INSEEGO CORP.

1 unchanged sentence

Share-based Compensation

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”).

During the nine months ended September 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 2,516,552 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):

The 2018 Plan authorizes 5,775,308 shares, of which 2,069,777 remain available for future grants as of September 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 nine months end ed September 30, 2025 and 2024 (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

9 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 six months ended June 30, 2025:

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

Outstanding — December 31, 2024 269,851

2 unchanged sentences

Canceled ( 74,426 )

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.

Outstanding — September 30, 2025 1,485,689

Exercisable — September 30, 2025 144,061

During the nine months ended September 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 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.

At September 30, 2025, total unrecognized compensation expense related to stock options was $ 6.7 million, which is expected to be recognized over a weighted-average period of 3.37 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 six months ended June 30, 2025:

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

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

2 unchanged sentences

Forfeited ( 115,542 )

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.

Non-vested — September 30, 2025 1,369,044

During the nine months ended September 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 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.

At September 30, 2025, total unrecognized compensation expense related to RSUs, including the RS Us with a market based condition discussed above, was $ 10.9 million, which is expected to be recognized over a weighted-average period of 2.92 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

Diluted EPS reflects the potential

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

using the treasury stock method.

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.

3 unchanged sentences

(Denominator) Per-Share Amount**

For the three months ended June 30, 2025

Basic and Diluted EPS

For the three months ended September 30, 2025

Income (loss) from continuing operations $ 1,432

3 unchanged sentences

Income (loss) attributable to common stockholders $ 529 15,142 $ 0.03

For the three months ended June 30, 2024

Basic and Diluted EPS

Income (loss) from continuing operations attributable to common stockholders $ 529 15,142

Effect of dilutive stock options and unvested restricted stock 380

Diluted EPS from continuing operations $ 529 15,522 $ 0.03

Income from discontinued operations, net of tax $ — 15,142

Effect of dilutive stock options and unvested restricted stock 380

Diluted EPS from discontinued operations $ — 15,522 $ —

Income (loss) attributable to common stockholders $ 529 15,142

Effect of dilutive stock options and unvested restricted stock — 380

Diluted EPS from net income $ 529 15,522 $ 0.03

For the three months ended September 30, 2024

Income (loss) from continuing operations $ 7,543

3 unchanged sentences

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

For the six months ended June 30, 2025

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 nine months ended September 30, 2025

Basic and Diluted EPS

1 unchanged sentence

preferred stock dividends ( 2,650 )

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Income (loss) from continuing operations attributable to common stockholders ( 1,881 ) 15,056 $ ( 0.12 )

1 unchanged sentence

Income (loss) attributable to common stockholders $ ( 2,281 ) 15,056 $ ( 0.15 )

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Basic and Diluted EPS

6 unchanged sentences

(**) 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 June 30, 2025 and 2024 (in thousands):

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of June 30,

As of September 30,

2025 Convertible Notes* — 847

Common stock warrants 3,018 875

Non-qualified stock options 1,283 448

Stock options* 1,486 318

Restricted stock units* 1,369 1,139

1 unchanged sentence

Total 5,908 3,179

(*) The impact of the non-qualified stock options and restricted stock units were included in the computation of diluted EPS for the three months ended September 30, 2025 as it was dilutive for the period.

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.

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 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:

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

As of September 30, 2025, none of the warrants had been exercised.

The number and exercise price of the warrants issued and outstanding as of September 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 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.

As of September 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 $ 16.0 million and $ 13.4 million of dividends accrued, approximating $ 641.72 and $ 535.71 per preferred share, as of September 30, 2025 and December 31, 2024, respectively.

The aggregate liquidation preference of the issued and outstanding shares of Series E Preferred Stock as of September 30, 2025 was $ 41.0 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 June 30, 2025, the Company’s CODM was its CEO.

As of September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

15 unchanged sentences

Impairment of capitalized software — 507 384 927

Right-of-use asset impairment — 138 — 138

Gain on early lease termination ( 443 ) — ( 443 ) —

Debt restructuring costs — 669 — 1,121

3 unchanged sentences

Other (income) expense, net ( 126 ) 72 ( 611 ) 864

Income tax provision 22 118 45 135

Income tax provision (benefit) ( 36 ) 36 9 171

Segment net income (loss) $ 1,432 $ 7,543 $ 769 $ 2,106

4 unchanged sentences

(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.

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

(4) Excludes amortization of purchased intangible assets.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

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

Concentrations of Credit Risk

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Concentrations of Credit Risk

Customer Concentrations

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.

For the three months ended September 30, 2025, two customers accounted for 71.6 % and 23.6 % of revenues, respectively.

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

For the nine months ended September 30, 2025, two customers accounted for 63.9 % and 26.9 % of revenues, respectively.

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

As of September 30, 2025, two customers accounted for 82.2 % and 12.9 % 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.

8 unchanged sentences

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

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

As of September 30, 2025, future payments under these noncancellable purchase obligations were approximately $ 110.2 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 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.

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 and to state tax expense adjustments related to final returns filed for the 2024 tax year.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which, among other things, provided a permanent extension of certain tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025, and modified tax legislation affecting bonus depreciation rules and the tax treatment of research and development expenses and interest deductions.

Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S.

based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024.

The Company currently does not expect the OBBBA to have a material impact to our effective tax.

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