Inseego Corp美股招股说明书(2025-01-02版)

INSEEGO CORP. UP TO 5,956,241 SHARES OF COMMON STOCK Pursuant to this prospectus, we are registering, for potential offer and sale on a resale basis by the stockholdersidentified herein (the “Registering Stockholders”), an aggregate of up to 5,956,241 shares of common stock ofInseego Corp., par value $0.001 per share (“Common Stock”), consisting of (i) up to an aggregate of 2,937,937shares of Common Stock that were issued to certain of the Registering Stockholders, and up to an aggregate of2,468,304 shares of Common Stock that are issuable upon exercise of warrants (the “Exchange Warrants”) that wereissued to certain of the Registered Holders, in each case in connection with the exchange by such RegisteringStockholders of the Company’s 3.25% convertible notes due 2025 previously held by them, and (ii) up to anaggregate of 550,000 shares of Common Stock that are issuable upon exercise of warrants (the “Loan Warrants”and, together with the Exchange Warrants, the “Warrants”) that were issued to certain of the RegisteringStockholders in connection with a Loan and Security Agreement, dated June 28, 2024 (the “Short-Term LoanAgreement”), entered into between us and such Registering Stockholders. We will not receive any of the proceeds from the sale by the Registering Stockholders of shares of CommonStock. Upon any exercise of the Warrants, however, we will receive the exercise price of the Warrants, which, ifexercised with respect to the 3,018,304 shares of Common Stock offered hereby that underlie the Warrants, wouldresult in gross proceeds to us of approximately $38.0 million. However, we cannot predict when and in whatamounts or if the Warrants will be exercised and it is possible that the Warrants may expire and never be exercised,in which case we would not receive any cash proceeds. The Registering Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus ina number of different ways and at varying prices. We provide more information about how the RegisteringStockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled“Plan of Distribution” on page 92. Discounts, concessions, commissions and similar selling expenses attributable tothe sale of Common Stock covered by this prospectus will be borne by the Registering Stockholders. We will pay allexpenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration ofthe Common Stock with the Securities and Exchange Commission (the “SEC”). You should carefully read this prospectus, and any applicable prospectus supplement, before you invest in any The shares of Common Stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol“INSG.” On December 30, 2024, the last sale price of the Common Stock as reported on the Nasdaq was $10.38 pershare. The shares being registered that may be offered for resale in this prospectus represent a substantial percentageof the total outstanding shares of our Common Stock as of December 19, 2024. Assuming the issuance of all of theshares being registered for resale pursuant to this prospectus, the shares would represent approximately 39.8% of theoutstanding Common Stock as of December 11, 2024. The sale of the shares, or the perception that these sales couldoccur, pursuant to this prospectus, could result in a significant decline in the public trading price of our CommonStock. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus and may elect to do so infuture filings. See “Prospectus Summary-Smaller Reporting Company.” Investing in our securities involves certain risks, including those that are described in the section titled“Risk Factors” beginning on page 9 of this prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is December 30, 2024. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiSOURCES OF INDUSTRY AND MARKET DATAiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY OF THE PROSPECTUS1THE OFFERING8RISK FACTORS9USE OF PROCEEDS32MARKET PRICE OF THE COMMON STOCK AND DIVIDENDS33UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS34MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS39BUSINESS57MANAGEMENT63EXECUTIVE AND DIRECTOR COMPENSATION68DESCRIPTION OF SECURITIES79SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES83SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT84REGISTERING STOCKHOLDERS86CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS89PLAN OF DISTRIBUTION92LEGAL MATTERS94EXPERTS94WHERE YOU CAN FIND ADDITIONAL INFORMATION94IN