UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 5, 2025, Inseego Corp. (“Inseego” or the “Company”) entered into a Credit and Security Agreement (the “Working Capital Facility”), by and among BMO Bank N.A., as lender (“Lender”), the Company, as borrower (in such capacity, the “Borrower”) and Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”) and Inseego North America LLC, an Oregon limited liability company, as guarantors (“Inseego North America” and, together with Inseego Wireless, the “Guarantors”; the Guarantors, together with the Borrower, the “Loan Parties”). The Working Capital Facility is a $15 million revolving secured asset-backed credit facility. Availability under the Working Capital Facility is determined by reference to a borrowing base comprised of certain percentages of accounts receivable and inventory, subject to certain exclusions and adjustments thereto, as set forth in Working Capital Facility.
The Loan Parties’ obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of each Loan Party, subject to customary exclusions.
Loans made under the Working Capital Facility bear interest at an annual rate equal to the sum of the Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility, plus an applicable margin ranging from 1.00-2.50%, subject to certain exceptions. The facility matures on August 5, 2028 and contains certain customary representations, warranties and covenants.
The Working Capital Facility also contains customary events of default. If an event of default occurs, the Lender is entitled to take various actions, including the acceleration of amounts due under the Working Capital Facility, termination of commitments thereunder and certain other customary actions permitted to be taken upon an event of default by a secured creditor.
The foregoing description of the Working Capital Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Working Capital Facility, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
| Item 2.02. | Results of Operations and Financial Condition. |
On August 7, 2025, Inseego Corp. (the “Company”) issued a press release containing preliminary financial results for the quarter ended June 30, 2025. On August 7, 2025, the Company also posted an investor presentation to its website at https://investor.inseego.com/events-presentations (the “Company Earnings Presentation”). The text of the press release and Company Earnings Presentation are furnished as Exhibits 99.1 and 99.2 to this Form 8-K and incorporated herein by reference.
The information in “Item 2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K and in Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a filing under the Exchange Act or the Securities Act of 1933, as amended, only if such subsequent filing specifically references such disclosure in this Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this current report is incorporated by reference into this Item 2.03.
| 2 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following Exhibits are filed with this report:
| Exhibit No. | Description |
| 10.1 | Credit and Security Agreement dated August 5, 2025 |
| 99.1 | Press Release dated August 7, 2025, containing Inseego Corp. preliminary financial results for the quarter ended June 30, 2025 |
| 99.2 | Company Earnings Presentation, dated August 7, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Inseego Corp. |
|||
| Date: August 7, 2025 | By: | /s/ Steven Gatoff | |
| Steven Gatoff | |||
| Chief Financial Officer | |||
| 4 |