Inseego Corp.
|
(Name of Issuer)
|
Common Stock, $0.001 Par Value
|
(Title of Class of Securities)
|
45782B104
|
(CUSIP Number)
|
Edward E. Murphy
c/o North Sound Management, Inc.
115 East Putnam Avenue
Greenwich, CT 06830
(203) 340-8306
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
May 12, 2020
|
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 45782B104
|
SCHEDULE 13D |
Page 2 of 7
|
1
|
NAME OF REPORTING PERSON
North Sound Management, Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
7,026,995
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
7,026,995
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,026,995
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 45782B104
|
SCHEDULE 13D |
Page 3 of 7
|
1
|
NAME OF REPORTING PERSON
North Sound Trading, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
7,026,995
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
7,026,995
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,026,995
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 45782B104
|
SCHEDULE 13D |
Page 4 of 7
|
1
|
NAME OF REPORTING PERSON
Brian Miller
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
7,058,730
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
7,058,730
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,058,730
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 45782B104
|
SCHEDULE 13D |
Page 5 of 7
|
CUSIP No. 45782B104
|
SCHEDULE 13D |
Page 6 of 7
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Exhibit 1*
|
Joint Filing Agreement, dated as of August 13, 2019, among North Sound Management, Inc., North Sound Trading LP and Brian Miller (previously
filed).
|
|
|
Exhibit 2*
|
Securities Purchase Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit
10.1 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018).
|
|
|
Exhibit 3*
|
Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018).
|
|
|
Exhibit 4*
|
Registration Rights Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit
4.3 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018).
|
|
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Exhibit 5*
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Indenture, dated January 9, 2017, between Inseego Corp. and Wilmington Trust, National Association, as Trustee (incorporated by reference to
Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed January 10, 2017).
|
|
|
Exhibit 6*
|
Form of Inseego Corp.’s 5.50% Convertible Senior Note due 2022 (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form
8-K, filed January 10, 2017).
|
|
|
Exhibit 7*
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Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed March 29, 2019).
|
|
|
Exhibit 8*
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Securities Purchase Agreement, dated August 9, 2019, by and among the Issuer and the investors named therein (incorporated by reference to Exhibit
10.1 to the Issuer's Current Report on Form 8-K, filed August 13, 2019).
|
|
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Exhibit 9*
|
Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock of Inseego Corp. (incorporated by reference to Exhibit 3.1
to the Issuer's Current Report on Form 8-K, filed August 13, 2019).
|
Exhibit 10 |
Form of Exchange Agreement, dated May 12, 2020, between the Issuer and certain investors holding the Company’s 5.50% Convertible Senior Notes due 2022 (incorporated by reference to Exhibit 1.2 to the Issuer's Current Report on Form
8-K, filed on May 12, 2020).
|
Exhibit 11 |
Form of 3.25% convertible senior note due 2025 (incorporated by reference to Exhibit 4.3 to the Issuer's Current Report on Form 8-K, filed on May 12, 2020).
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CUSIP No. 45782B104
|
SCHEDULE 13D |
Page 7 of 7
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NORTH SOUND MANAGEMENT, INC.
|
||||
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By:
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/s/ Brian Miller | ||
Name: | Brian Miller | |||
Title: | President |
NORTH SOUND TRADING, LP
|
||||
By:
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North Sound Management, Inc., its
general partner
|
|||
By: | /s/ Brian Miller | |||
Name: | Brian Miller | |||
Title: | President |
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/s/ Brian Miller
|
|||
Brian Miller | ||||