Attached files
| file | filename |
|---|---|
| EX-10.3 - EX-10.3 - INSEEGO CORP. | insg20210630ex103firstadde.htm |
| EX-10.2 - EX-10.2 - INSEEGO CORP. | secondaddendumtospa30april.htm |
| EX-10.1 - EX-10.1 - INSEEGO CORP. | thirdaddendumtospa_executi.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2021
INSEEGO CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38358 | 81-3377646 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
12600 Deerfield Parkway, Suite 100
Alpharetta, Georgia 30004
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 812-3400
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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.001 per share | INSG | NASDAQ Global Select Market | ||||||||||||
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. | ||||
Purchase Agreement
On June 30, 2021, Inseego Corp. (“Inseego”) entered into an Addendum (the “Addendum”) to the Share Purchase Agreement dated February 24, 2021 (the “Purchase Agreement”) with Main Street 1816 Proprietary Limited (in the process of being renamed Convergence CTSA Proprietary Limited (the “Purchaser”)), pursuant to which Inseego has agreed to sell the African operations of Inseego’s Ctrack telematics business.
The Purchase Agreement is subject to closing conditions and suspensive conditions (the “Closing Conditions”). Pursuant to the Addendum, Inseego and the Purchaser have agreed to extend the date by which certain of the Closing Conditions must be fulfilled or otherwise waived and set the closing date of the transaction to be on or before July 30, 2021.
The foregoing description of the Addendum and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Addendum, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INSEEGO CORP. | ||||||||||||||||||||
| Date: June 30, 2021 | By: | /s/ Kurt E. Scheuerman | ||||||||||||||||||
| Name: | Kurt E. Scheuerman | |||||||||||||||||||
| Title: | SVP and General Counsel | |||||||||||||||||||