INSEEGO CORP. (NASDAQ:INSG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On January 29, 2020, Inseego Corp. (the “Company”) entered into privately-negotiated exchange agreements (the “Agreements”) with an investor and certain of its affiliated entities holding the Company’s 5.50% Convertible Senior Notes due 2022 (“Notes”), which were issued in accordance with the terms of that certain Indenture, dated January 9, 2017, by and between the Company and Wilmington Trust, National Association, acting as trustee (the “Indenture”). to the Agreements, the investors will exchange $10,000,000 aggregate principal amount of outstanding Notes (the “Exchanged Notes”) for 2,264,320 shares of the Company’s common stock, par value $0.001 per share (“Exchange Shares”). The investors have agreed to waive any accrued but unpaid interest on the Exchanged Notes. The transactions contemplated by the Agreements are anticipated to close on January 29, 2020.

The Exchange Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, copies of which will be filed with the Securities and Exchange Commission as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.