Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-238057
PROSPECTUS SUPPLEMENT
(to Prospectus dated February 14, 2022)
1,536,265 Shares of Common Stock
This prospectus supplement relates to the offer and sale from time
to time of up to 1,536,265 shares of the common stock, par value
$0.001 per share (“Common Stock”), of Inseego Corp. (the “Company”)
by the selling stockholders named herein. 1,525,207 shares of
Common Stock covered by this prospectus supplement represent shares
of Common Stock issued by the Company to certain of the selling
stockholders in one or more private placement transactions pursuant
to the terms of those certain exchange agreements, effective as of
September 3, 2021, by and between the Company and such selling
stockholders. The remaining 11,058 shares of Common Stock covered
by this prospectus supplement represent shares of Common Stock
issued by the Company to a selling stockholder in a private
placement transaction pursuant to the terms of that certain
independent contractor services agreement, effective as of April 5,
2021, by and between the Company and such selling stockholder.
The selling stockholders may offer and sell or otherwise dispose of
the shares of Common Stock described in this prospectus supplement
from time to time through public or private transactions at
prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices. Our registration of the
shares of Common Stock covered by this prospectus supplement does
not mean that the selling stockholders will offer or sell any of
the shares. See “Plan of
Distribution” beginning on page S-11 for more information.
We will not receive any of the proceeds from the sale of shares of
Common Stock by the selling stockholders. The selling stockholders
will pay all underwriting fees, discounts and selling commissions,
if any, in connection with the sale of the shares of Common Stock.
We will bear all other costs, expenses, and fees in connection with
the registration of the shares. As of the date of this prospectus
supplement, no underwriter or other person has been engaged to
facilitate the sale of shares of Common Stock in this offering.
You should read this prospectus supplement, the accompanying
prospectus and any related free writing prospectus carefully before
you invest.
Our Common Stock is currently listed on the Nasdaq Global Select
Market under the symbol “INSG.” On November 17, 2022, the last
reported sale price of our Common Stock was $1.38.
Investing in our Common Stock involves a high degree of risk.
You should review carefully the risks and uncertainties described
under the heading “Risk
Factors” on page S-5 of this prospectus supplement, and under
similar headings in the documents that are incorporated by
reference into this prospectus supplement and the accompanying
prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this prospectus supplement and the
accompanying prospectus. Any representation to the
contrary is a criminal offense.
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The date of this prospectus supplement is November 22,
2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
SUPPLEMENT
This document is part of a post-effective amendment on Form S-3
that we filed with the Securities and Exchange Commission (the
“SEC”). This document is in two parts. The first part is this
prospectus supplement, which describes the specific terms of this
offering of shares of Common Stock and also adds to and updates
information contained in the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement
and the accompanying prospectus. The second part, the accompanying
prospectus dated February 14, 2022, as amended by that certain
Post-Effective Amendment No. 2 filed with the SEC on March 9, 2022,
as further amended by that certain Post-Effective Amendment No. 3
filed with the SEC on August 9, 2022, including the documents
incorporated by reference therein, provides more general
information. Generally, when we refer to this “prospectus,” we are
referring to both parts of this document combined.
This prospectus supplement relates only to the offer and sale of
shares of Common Stock by the selling stockholders named herein. As
used herein, the terms “selling stockholder” or “selling
stockholders” include any donees and pledgees, transferees or other
successors in interest of the selling stockholders named
herein.
Before you invest, you should carefully read this prospectus
supplement, the accompanying prospectus, all information
incorporated by reference herein and the additional information
described under “Where You Can
Find Additional Information” and “Incorporation of Certain Information by
Reference”. These documents contain information you should
consider when making your investment decision. To the extent that
any statement that we make in this prospectus supplement is
inconsistent with statements made in the accompanying prospectus or
in any documents incorporated by reference, the statements made in
this prospectus supplement will be deemed to modify or supersede
those made in the accompanying prospectus or such documents
incorporated by reference; however, if any statement in one of
these documents is inconsistent with a statement in another
document having a later date and that is incorporated by reference
herein, the statement in the document having the later date
modifies or supersedes the earlier statement.
You should rely only on the information contained or incorporated
by reference in this prospectus supplement, the accompanying
prospectus, the documents incorporated by reference herein and any
free writing prospectus we provide you. We have not, and the
selling stockholders have not, authorized anyone to provide you
with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not,
and the selling stockholders are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this
prospectus supplement, the accompanying prospectus, the documents
incorporated by reference herein and any free writing prospectus we
provide you is accurate only as of the date on those respective
documents. Our business, financial condition, results of operations
and prospects may have changed since those dates. The distribution
of this prospectus supplement and the accompanying prospectus and
the offering of the Common Stock in certain jurisdictions may be
restricted by law. Persons outside the U.S. who come into
possession of this prospectus supplement and the accompanying
prospectus must inform themselves about, and observe any
restrictions relating to, the offering of the Common Stock and the
distribution of this prospectus supplement and the accompanying
prospectus outside the U.S. This prospectus supplement and the
accompanying prospectus does not constitute, and may not be used in
connection with, an offer to sell, or a solicitation of an offer to
buy, any securities offered by this prospectus supplement and the
accompanying prospectus by any person in any jurisdiction in which
it is unlawful for such person to make such an offer or
solicitation.
General information about us can be found on our website at
www.inseego.com. The information on our website is for
informational purposes only and should not be relied on for
investment purposes. The information on our website is not
incorporated by reference into either this prospectus supplement or
the accompanying prospectus and should not be considered part of
this or any other report filed with the SEC.
This prospectus supplement and the accompanying prospectus,
including the information incorporated by reference into this
prospectus supplement and the accompanying prospectus, and any free
writing prospectuses we have authorized for use in connection with
this offering, include trademarks, service marks and trade names
owned by us or other companies. “Inseego”, “Inseego Subscribe”,
“Inseego ManageTM”, the Inseego logo, “DigiCore”,
“Novatel Wireless”, the Novatel Wireless logo, “MiFi”, “MiFi
Intelligent Mobile Hotspot”, “Ctrack”, the Ctrack logo, “Inseego
North America”, and “Skyus” are trademarks or registered trademarks
of Inseego and its subsidiaries. Other trademarks, trade names or
service marks included or incorporated by reference into this
prospectus supplement, the accompanying prospectus and any free
writing prospectuses we have authorized for use in connection with
this offering, are the property of their respective owners.
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PROSPECTUS SUPPLEMENT SUMMARY
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This summary highlights certain information about us, this
offering and selected information contained elsewhere in or
incorporated by reference into this prospectus supplement and the
accompanying prospectus. This summary is not complete and does not
contain all of the information that may be important to you and
that you should consider before deciding whether to invest in our
Common Stock. For a more complete understanding of the Company and
this offering, we encourage you to read and consider carefully the
more detailed information in this prospectus supplement and the
accompanying prospectus, including the information incorporated by
reference into this prospectus supplement and the accompanying
prospectus, and the information referred to under the heading
“Risk Factors” in this
prospectus supplement on page S-5 and in the documents incorporated
by reference into this prospectus supplement and the accompanying
prospectus.
Business Overview
Inseego Corp., together with its consolidated subsidiaries
(collectively, “Inseego”, “we”, “us” and “our”), is a leader in the
design and development of fixed and mobile wireless solutions
(advanced 4G and 5G New Radio
(“5G NR”)), industrial Internet of Things (“IoT”) and cloud
solutions for Fortune 500 enterprises, service providers, small and
medium-sized businesses, governments, and consumers around the
globe. Our product portfolio consists of fixed and mobile
device-to-cloud solutions that provide compelling, intelligent,
reliable and secure end-to-end IoT services with deep business
intelligence. Inseego’s products and solutions, designed and
developed in the U.S., power mission critical applications with a
“zero unscheduled downtime” mandate, such as our 5G fixed wireless
access (“FWA”) gateway solutions, 4G and 5G mobile broadband,
Industrial IoT (“IIoT”) applications such as SD WAN failover
management, asset tracking and fleet management services. Our
solutions are powered by our key wireless innovations in mobile and
FWA technologies, including a suite of products employing the 5G NR
standards, and purpose-built software-as-a-service (“SaaS”)
cloud platforms.
We have been at the forefront of the ways in which the world stays
connected and accesses information and protects and derives
intelligence from that information. With multiple first-to-market
innovations across a number of wireless technologies, including 5G,
and a strong and growing portfolio of hardware and software
innovations for IIoT solutions, Inseego has been advancing
technology and driving industry transformations for over 30 years.
It is this proven expertise, commitment to quality, obsession with
innovation and a relentless focus on execution that makes us a
preferred global partner of service providers, distributors,
value-added resellers, system integrators, and enterprises
worldwide.
For a complete description of our business, financial condition,
results of operations and other important information, we refer you
to our filings with the SEC that are incorporated by reference in
this prospectus supplement, including our Annual Report on Form
10-K for the year ended December 31, 2021, filed with the SEC
on March 1, 2022, as amended by our Annual Report on Form
10-K/A, filed with the SEC on May 2, 2022. For instructions on how
to find copies of these documents, see “Where You Can Find Additional
Information” and “Incorporation of Certain Information by
Reference”.
See the section entitled “Risk
Factors” in this prospectus supplement for a discussion of some
of the risks relating to our business and the execution of our
business strategy.
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The following are summaries of the transactions relating to the
securities being registered hereunder:
Private Placement-Exchange Agreements
On September 3, 2021, we
entered into separate privately-negotiated exchange agreements
(each, an “Exchange Agreement”) with Golden Harbor Ltd. and North
Sound Trading, L.P. (the “Participating Stockholders”), holders of
the Company’s outstanding Series E Fixed-Rate Cumulative Perpetual
Preferred Stock, par value $0.001 per share (the “Series E
Preferred Stock”). Pursuant to each respective Exchange Agreement,
each of the Participating Stockholders agreed to exchange Series E
Preferred Stock that they then held (representing an aggregate of
$13,180,539 base amount of Series E Preferred Stock and accrued
dividends) for an aggregate of 1,525,207 shares of Common Stock
(the “Private Exchange Transactions”). The Company did not receive
any cash proceeds from the Participating Stockholders in connection
with the Private Exchange Transactions. James B. Avery, a member of
the Company’s Board of Directors, is a Vice President of Golden
Harbor Ltd. (“Golden Harbor”).
In connection with the
Private Exchange Transactions, we agreed to file a registration
statement with the SEC in order to effect the registration for
resale by the Participating Stockholders of the shares of Common
Stock received through the Private Exchange
Transactions.
Private Placement-Services
Agreement
On April 5, 2021, the Board
of Directors of the Company appointed Robert G. Barbieri, a
then-partner of TechCXO, LLC (“TechCXO”), a professional services
firm that provides experienced C-suite professionals to deliver
strategic and functional consulting services, to serve as the
Company’s interim Chief Financial Officer. In connection with such
appointment, the Company entered into an independent contractor
services agreement (the “Services Agreement”) with TechCXO,
pursuant to which the Company agreed to pay TechCXO an hourly fee
for Chief Financial Officer services, with compensation for any
hours in excess of 100 hours per month paid in the form of shares
of Common Stock, subject to limitations imposed by applicable law
and Nasdaq rules.
On September 30, 2021, the
Company issued 11,058 shares of Common Stock to TechCXO for
services rendered to the Company by Mr. Barbieri pursuant to the
Services Agreement in a private placement transaction exempt from
registration under the Securities Act of 1933, as amended
(the “Securities Act”). Mr.
Barbieri was appointed as the Company’s permanent Chief Financial
Officer, effective October 25, 2021.
Corporate Information
Inseego Corp. is a Delaware corporation formed in 2016 and is the
successor to Novatel Wireless Inc., a Delaware corporation formed
in 1996, resulting from an internal reorganization that was
completed in November 2016. Our principal executive office is
located at 9710 Scranton Road, Suite 200, San Diego, CA 92121, and
we have sales and engineering offices located throughout the world.
Our telephone number is (858) 812-3400. Inseego’s Common Stock
trades on The Nasdaq Global Select Market under the trading symbol
“INSG”.
We maintain an Internet website at www.inseego.com. We have
included our website address in this prospectus solely as an
inactive textual reference. We do not incorporate the information
on, or accessible through, our website into this prospectus
supplement, and you should not consider any information on or
accessible through our website as part of this prospectus
supplement.
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The Offering |
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| Securities offered |
Up to 1,536,265 shares of Common Stock.
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| Common Stock to be outstanding
after this offering |
107,849,665
shares of Common Stock, which represents the total number of shares
outstanding as of November 17, 2022, including 1,525,207 shares of
Common Stock which were issued to the Participating Stockholders
pursuant to the Private Exchange Transactions and 11,058 shares of
Common Stock which were issued to TechCXO pursuant to the Services
Agreement. |
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| Selling Stockholders |
All of the
shares of Common Stock are being offered by the selling
stockholders identified in the section titled “The Selling Stockholders” beginning
on page S-9 of this prospectus supplement. |
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| Use of Proceeds |
We will not
receive any of the proceeds from sales of shares of Common Stock by
the selling stockholders. |
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| Risk Factors |
Investing in
our Common Stock involves a high degree of risk. Please read
the information contained in and incorporated by reference under
the heading “Risk Factors”
on page S-5 of this prospectus supplement and under similar
headings in the other documents that are filed after the date
hereof and incorporated by reference into this prospectus
supplement and the accompanying prospectus. |
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| The Nasdaq Global Select Market
Listing |
Our Common
Stock is listed on The Nasdaq Global Select Market under the symbol
“INSG”. |
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RISK FACTORS
Investing in our Common Stock involves a high degree of risk. You
should carefully consider the risks described under “Risk Factors”
in our most recent Annual Report on Form 10-K, as amended, our
Quarterly Reports on Form 10-Q and the other filings we make with
the SEC from time to time, together with all of the other
information appearing in or incorporated by reference into this
prospectus supplement and the accompanying prospectus, before
deciding whether to purchase any of the Common Stock being offered.
Additional risks and uncertainties may also impair our business
operations. If any of the risks described in our most recent Annual
Report on Form 10-K, as amended, our Quarterly Reports on Form 10-Q
and any other filings incorporated by reference herein occurs, our
business, financial condition, results of operations and future
growth prospects could be harmed. In these circumstances, the
market price of our Common Stock could decline, and you may lose
all or part of your investment.
CAUTIONARY STATEMENT REGARDING
FORWARD-Looking
Statements
This prospectus supplement and the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement
and the accompanying prospectus contain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which statements involve substantial risk and
uncertainties. These forward-looking statements are intended to be
covered by the safe harbor for forward-looking statements provided
by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not statements of historical fact,
and can be identified by the use of forward-looking terminology
such as “believes”, “expects”, “may”, “will”, “could”, “should”,
“projects”, “plans”, “goal”, “targets”, “potential”, “estimates”,
“pro forma”, “seeks”, “intends” or “anticipates” or the negative
thereof or comparable terminology. Forward-looking statements
include discussions of strategy, financial projections, guidance
and estimates (including their underlying assumptions), statements
regarding plans, objectives, expectations or consequences of
various transactions, and statements about the future performance,
operations, products and services of our company and its
subsidiaries. Forward-looking statements contained in this
prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement
and the accompanying prospectus include, but are not limited to,
statements about:
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our ability to compete in the market for
wireless broadband data access products, wireless modem products,
and asset management, monitoring, telematics, vehicle tracking and
fleet management products; |
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our ability to develop and introduce new products and services
successfully; |
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our ability to meet the price and performance standards of the
evolving 5G NR products and technologies; |
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our ability to expand our customer reach/reduce customer
concentration; |
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our ability to grow the IoT and mobile portfolio outside of
North America; |
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our ability to grow our Ctrack/asset tracking solutions within
North America; |
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our dependence on a small number of customers for a substantial
portion of our revenues; |
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our ability to make scheduled payments on, or to refinance our
indebtedness, including our convertible notes obligations; |
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our ability to introduce and sell new products that comply with
current and evolving industry standards and government
regulations; |
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our ability to develop and maintain strategic relationships to
expand into new markets; |
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our ability to properly manage the growth of our business to
avoid significant strains on our management and operations and
disruptions to our business; |
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our reliance on third parties to manufacture our products; |
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our contract manufacturers’ ability to secure necessary supply
to build our devices; |
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increases in costs, disruption of supply or the shortage of
semiconductors or other key components of our products; |
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our ability to mitigate the impact of tariffs or other
government-imposed sanctions; |
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our ability to accurately forecast customer demand and order
the manufacture and timely delivery of sufficient product
quantities; |
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our reliance on sole source suppliers for some products and
devices used in our solutions; |
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the continuing impact of uncertain global economic conditions
on the demand for our products; |
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the impact of geopolitical instability, war, and terrorism on
our business; |
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the emergence of global public health emergencies, such as the
outbreak of the 2019 novel coronavirus (2019-nCoV), known as
“COVID-19”, which could extend lead times in our supply chain and
lengthen sales cycles with our customers; |
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direct and indirect effects of COVID-19 on our employees,
customers and supply chain and the economy and financial
markets; |
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our ability to be cost competitive while meeting time-to-market
requirements for our customers; |
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our ability to meet the product performance needs of our
customers for wireless broadband data access in IIoT markets; |
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demand for fleet, vehicle and asset management SaaS telematics
solutions; |
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our dependence on wireless telecommunication operators
delivering acceptable wireless services; |
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the outcome of any pending or future litigation, including
intellectual property litigation; |
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infringement claims with respect to intellectual property
contained in our solutions; |
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our continued ability to license necessary
third-party technology for the development and sale of our
solutions; |
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the introduction of new products that could contain errors or
defects; |
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conducting business abroad, including international conflicts
such as the Russia-Ukraine crisis, and foreign currency risks; |
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the pace of 5G wireless network rollouts globally and their
adoption by customers; |
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our ability to make focused investments in research and
development; and |
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our ability to hire, retain and manage additional qualified
personnel to maintain and expand our business. |
We caution you that the forward-looking statements highlighted
above do not encompass all the forward-looking statements made in
this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement
and the accompanying prospectus.
We have based the forward-looking statements contained in this
prospectus supplement, in the accompanying prospectus and in the
documents incorporated by reference into this prospectus supplement
and the accompanying prospectus primarily on our current
expectations and projections about future events and trends that we
believe may affect our business, financial condition, results of
operations and prospects. The outcome of the events described in
these forward-looking statements is subject to risks, uncertainties
and other factors that could cause actual results and experience to
differ from those projected, including, but not limited to, the
risk factors set forth in Part I - Item 1A, “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31,
2021, filed with the SEC on March 1, 2022, and elsewhere in
the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. Moreover, we operate in
a very competitive and challenging environment. New risks and
uncertainties emerge from time to time, and it is not possible for
us to predict all risks and uncertainties that could have an impact
on the forward-looking statements contained in this prospectus
supplement, in the accompanying prospectus and in the documents
incorporated by reference into this prospectus supplement and the
accompanying prospectus. We cannot assure you that the results,
events and circumstances reflected in the forward-looking
statements will be achieved or occur, and actual results, events or
circumstances could differ materially from those described in the
forward-looking statements.
The forward-looking statements made in this prospectus supplement,
in the accompanying prospectus and in the documents incorporated by
reference into this prospectus supplement and the accompanying
prospectus relate only to events as of the date on which the
statements are made. We undertake no obligation to update any
forward-looking statements made in this prospectus supplement to
reflect events or circumstances after the date of this prospectus
supplement or to reflect new information or the occurrence of
unanticipated events, except as required by law. We may not
actually achieve the plans, intentions or expectations disclosed in
our forward-looking statements and you should not place undue
reliance on our forward-looking statements. Our forward-looking
statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures, other
strategic transactions or investments we may make or enter
into.
USE OF PROCEEDS
We will receive no proceeds from the sale of the Common Stock by
the selling stockholders. The selling stockholders will pay any
underwriting discounts, fees, and commissions and any similar
expenses they incur in disposing of the Common Stock. We will bear
all other costs, fees and expenses incurred in effecting the
registration of the Common Stock covered by this prospectus
supplement. These may include, without limitation, all
registration, qualification and printing fees, listing fees, and
fees and expenses of our counsel and accountants.
THE SELLING STOCKHOLDERS
This prospectus supplement relates to the offer and sale of an
aggregate of up to 1,536,265 shares of our Common Stock by the
selling stockholders named below, from time to time, including (i)
up to 1,525,207 shares of our Common Stock issued to the selling
stockholders as described above under the heading “Prospectus
Supplement Summary—Private Placement—Exchange Agreements” and (ii)
up to 11,058 shares of our Common Stock issuable to the selling
stockholder described above under the heading “Prospectus
Supplement Summary—Private Placement—Services Agreement.”
We do not know when or in what amounts the selling stockholders may
sell or otherwise dispose of the shares covered hereby. The selling
stockholders might not sell any or all of the shares covered by
this prospectus supplement or may sell or dispose of some or all of
the shares other than pursuant to this prospectus supplement.
Because the selling stockholders may not sell or otherwise dispose
of some or all of the shares covered by this prospectus supplement
and because there are currently no agreements, arrangements or
understandings with respect to the sale or other disposition of any
of the shares, we cannot estimate the number of the shares that
will be held by the selling stockholders after completion of the
offering. For purposes of the table below, we have assumed that the
selling stockholders will have sold all of the shares covered by
this prospectus supplement upon completion of the applicable
offering.
On August 6, 2018, the Company entered into a Purchase Agreement
(the “Purchase Agreement”), pursuant to which the Company issued
and sold to the Participating Stockholders, in a private placement
transaction (the “2018 Private Placement”), an aggregate of
12,062,000 immediately separable units (the “Units”), with each
Unit consisting of (a) one share of Common Stock and (b) a warrant
to acquire 0.35 of a share of Common Stock, for a purchase price of
$1.63 per Unit. Upon the consummation of the 2018 Private
Placement, both Participating Stockholders held more than five
percent of the Company’s outstanding shares of Common Stock.
Pursuant to the terms of the Purchase Agreement, each Participating
Stockholder is entitled to designate one member of the Company’s
Board of Directors (the “Board”). In addition, Golden Harbor will
be entitled to appoint an additional member of the Board if it
beneficially owns an aggregate of at least 20% of the then-issued
and outstanding shares of Common Stock. If, at any time, either
Participating Stockholder ceases to hold at least 5% of the
then-outstanding shares of Common Stock of the Company, such
Participating Stockholder shall no longer be entitled to designate
any members of the Board.
On August 6, 2018, in accordance with the terms of the Purchase
Agreement, the Board appointed James B. Avery and Brian Miller to
fill the two vacant seats on the Board. Mr. Avery is a Vice
President of Golden Harbor. Mr. Miller, who is a principal of North
Sound Trading, L.P. (“North Sound”), resigned from the Board
effective March 1, 2021.
In May 2020, the Participating Stockholders participated in a
private placement transaction with the Company pursuant to which
they exchanged the Company’s 5.50% Convertible Senior Notes due
2022 for a combination of cash and the Company’s 3.25% Convertible
Senior Notes due 2025 (the “2025 Notes”). During fiscal 2021, the
Company made interest payments to Golden Harbor and North Sound in
the amounts of $794,820 and $1,805,180, respectively, pursuant to
the 2025 Notes. In addition, South Ocean Funding, an affiliate of
Golden Harbor, was a lender under that certain Credit Agreement,
dated August 23, 2017, by and among the Company, certain
subsidiaries of the Company party thereto, Cantor Fitzgerald
Securities, as agent, and certain lenders party thereto, which was
repaid in full and terminated in May 2020.
Except as described above or indicated in the footnotes below, the
selling stockholders have not held any position or office or had
any other material relationship with us or any of our predecessors
or affiliates within the past three years other than as a result of
the ownership of our securities. To our knowledge, no selling
stockholder is a broker-dealer or affiliate of a broker-dealer, and
no selling stockholder has a direct or indirect agreement or
understanding with any person to distribute its shares. Information
about the selling stockholders may change from time to time. Any
changed information will be set forth in prospectus supplements, if
required by applicable law.
The table below presents information regarding the selling
stockholders and the shares of our Common Stock that they may sell
or otherwise dispose of from time to time under this prospectus
supplement. The percentage of beneficial ownership is based upon
107,849,665 shares of Common Stock issued and outstanding as of
November 17, 2022, including (i) 1,525,207 shares of Common Stock
issued to certain of the selling stockholders pursuant to the
Private Exchange Transactions and (ii) 11,058 shares of Common
Stock issued to a selling stockholder pursuant to the Services
Agreement. Beneficial ownership is determined under Section 13(d)
of the Exchange Act and generally includes voting or investment
power with respect to securities and includes any securities that
grant the respective selling stockholder the right to acquire
Common Stock within 60 days of November 17, 2022. Information in
the table below is based on information provided by or on behalf of
the selling stockholders. Since the date on which the selling
stockholders provided us with the information below, the selling
stockholders may have sold, transferred or otherwise disposed of
some or all of their shares in transactions exempt from the
registration requirements of the Securities Act.
|
Name of Selling Stockholders |
|
Shares of
Common Stock Beneficially Owned Prior to Offering
|
|
Maximum Number of Shares of Common Stock to be Offered Pursuant
to this Prospectus Supplement |
|
Common Stock Owned After
This Offering
|
| |
|
Number |
|
Number |
|
Number |
|
Percent |
| Golden Harbor Ltd. (1) |
|
14,972,562 (4) |
|
1,067,645 |
|
13,904,917 |
|
12.67% |
| North Sound Trading, L.P. (2) |
|
9,096,655 (5) |
|
457,562 |
|
8,639,093 |
|
7.0% |
| TechCXO, LLC (3) |
|
11,058 |
|
11,058 |
|
0 |
|
* |
* Represents beneficial ownership of less than 1% of the
outstanding shares of our Common Stock.
|
(1) |
Golden Harbor and Joe Lewis have
shared voting and shared investment power with respect to all
shares of Common Stock beneficially owned by Golden Harbor. |
| |
|
|
|
(2) |
The shares are owned directly by
North Sound. Brian Miller is the sole stockholder of North Sound
Management, Inc., a Delaware corporation, which is, in turn, the
general partner of North Sound. |
| |
|
|
|
(3) |
Mr. Barbieri, a former partner of
TechCXO, was appointed interim Chief Financial Officer on April 5,
2021 and has served as our permanent Chief Financial Officer since
October 25, 2021. In connection with his appointment as our
permanent Chief Financial Officer on October 25, 2021, Mr. Barbieri
was granted an option to purchase 375,000 shares of Common Stock.
One quarter of such option vests on October 25, 2022, and the
remaining portion of such option vests ratably each month
thereafter for a period of 36 months. |
| |
|
|
| |
(4) |
The number of shares includes
1,939,413 shares issuable upon conversion of the 2025 Notes at the
initial conversion price of $12.61 per share. |
| |
|
|
| |
(5) |
The number of shares includes
4,404,758 shares issuable upon conversion of the 2025 Notes at the
initial conversion price of $12.61 per share. |
PLAN OF DISTRIBUTION
We are registering the shares of our Common Stock on behalf of the
selling stockholders. The selling stockholders will act
independently of us in making decisions with respect to the timing,
manner and size of each sale. The selling stockholders may, from
time to time, sell, transfer or otherwise dispose of the shares of
Common Stock or interests in the shares of Common Stock covered
hereby:
|
· |
on any stock exchange, market or trading
facility on which the shares are traded or in private transactions;
or |
|
· |
through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, commissions or agent’s
commissions from the selling stockholders or the purchasers of the
shares of Common Stock (these discounts, concessions or commissions
may be in excess of those customary in the types of transactions
involved). |
These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing
market price, at varying prices determined at the time of sale, at
negotiated prices, or without cash consideration.
The selling stockholders may use any one or more of the following
methods when disposing of shares or interests therein:
|
· |
sales on any national securities exchange or
quotation on which the Common Stock may be listed or quoted at the
time of the sale; |
|
· |
sales in the over-the-counter market; |
|
· |
sales in transactions other than on such exchanges or services
or in the over-the-counter market; |
|
· |
ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers; |
|
· |
block trades in which the broker-dealer will attempt to sell
the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction; |
|
· |
purchases by a broker-dealer as principal and resale by the
broker-dealer for its account; |
|
· |
sales “at the market” to or through a market maker or into an
existing trading market, on an exchange or otherwise; |
|
· |
an exchange distribution in accordance with the rules of the
applicable exchange; |
|
· |
privately negotiated transactions; |
|
· |
short sales; |
|
· |
through the writing or settlement of options or other hedging
transactions, whether through an options exchange or
otherwise; |
|
· |
broker-dealers may agree with the selling stockholders to sell
a specified number of such shares at a stipulated price per
share; |
|
· |
a combination of any such methods of sale or distribution;
and |
|
· |
any other method permitted by applicable law. |
The selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of Common Stock
owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and
sell the shares of Common Stock, from time to time, under this
prospectus supplement and the accompanying prospectus, or under an
amendment to this prospectus supplement under Rule 424(b)(3), or
other applicable provision of the Securities Act, amending the list
of selling stockholders to include the pledgee, transferee or other
successors in interest of the selling stockholders under this
prospectus. The selling stockholders also may transfer the shares
of Common Stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus
supplement.
In connection with the sale of the shares of Common Stock or
interests therein, the selling stockholders may enter into hedging
transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the Common Stock in the
course of hedging the positions they assume. The selling
stockholders may also sell the shares of Common Stock short and
deliver these securities to close out their short positions, or
loan or pledge the Common Stock to broker-dealers or other
financial institutions that in turn may sell these securities. The
selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions
for the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus supplement, which shares such
broker-dealer or other financial institution may resell pursuant to
this prospectus supplement (as further supplemented or amended to
reflect such transaction).
The aggregate proceeds to the selling stockholders from the sale of
the shares of Common Stock offered by them will be the purchase
price of the Common Stock less discounts or commissions, if any.
The selling stockholders reserve the right to accept and, together
with their agents from time to time, to reject, in whole or in
part, any proposed purchase of Common Stock to be made directly or
through such agents. We will not receive any of the proceeds from
this offering.
The selling stockholders also may resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under
the Securities Act provided that such sales meet the criteria and
conform to the requirements of that rule.
The selling stockholders and any underwriters, broker-dealers or
agents that participate in the sale of the Common Stock or
interests therein may be deemed “underwriters” within the meaning
of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be
underwriting discounts and commissions under the Securities Act. If
a selling stockholder is deemed an “underwriter” within the meaning
of Section 2(11) of the Securities Act, it will be subject to the
prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our Common Stock to be sold,
the names of the selling stockholders, the purchase prices and
public offering prices, the names of any agents, dealers or
underwriters and any applicable commissions or discounts with
respect to a particular offering will be set forth in an
accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement that
includes this prospectus supplement.
In order to comply with the securities laws of some states, if
applicable, the Common Stock may be sold in these jurisdictions
only through registered or licensed brokers or dealers. In
addition, in some states the Common Stock may not be sold unless it
has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is
complied with.
We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of
shares in the market and to the activities of the selling
stockholders and their affiliates. In addition, to the extent
applicable we will make copies of this prospectus supplement and
the accompanying prospectus (as either or both may be supplemented
or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities
arising under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered by this prospectus
supplement will be passed upon by Latham & Watkins LLP, San
Diego, California.
EXPERTS
The consolidated financial statements of Inseego Corp. appearing in
Inseego Corp.’s Annual Report on Form 10-K for the year ended
December 31, 2021 and Inseego Corp.’s internal control over
financial reporting as of December 31, 2021 have been audited by
Marcum LLP, independent registered public accounting firm, as set
forth in their reports thereon, included therein, and incorporated
herein by reference. Such financial statements are incorporated
herein in reliance upon the reports of Marcum LLP pertaining to
such financial statements and internal control over financial
reporting as of the respective dates given on the authority of such
firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. The SEC maintains an Internet
website at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers
that file electronically with the SEC, including Inseego Corp. You
may also access our reports and proxy statements free of charge at
our Internet website, http://investor.inseego.com.
This prospectus supplement is part of a registration statement that
we have filed with the SEC relating to the securities to be
offered. This prospectus supplement does not contain all of the
information we have included in the registration statement and the
accompanying exhibits and schedules in accordance with the rules
and regulations of the SEC, and we refer you to the omitted
information. The statements this prospectus supplement makes
pertaining to the content of any contract, agreement or other
document that is an exhibit to the registration statement
necessarily are summaries of their material provisions and do not
describe all exceptions and qualifications contained in those
contracts, agreements or documents. You should read those
contracts, agreements or documents for information that may be
important to you. The registration statement, exhibits and
schedules are available at the SEC’s Internet website.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The rules of the SEC allow us to incorporate by reference into this
prospectus supplement the information in other documents that we
file with it, which means that we can disclose important
information to you by referring you to those documents that we have
filed separately with the SEC. You should read the information
incorporated by reference because it is an important part of this
prospectus supplement. We hereby incorporate by reference the
following information or documents into this prospectus
supplement:
|
· |
our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, filed
with the SEC on March 1, 2022, as amended by our Annual Report
on
Form 10-K/A, filed with the SEC on May 2, 2022; |
|
· |
our Quarterly Reports on Form 10-Q
for the fiscal quarters ended
March 31, 2022,
June 30, 2022, and
September 30, 2022 filed with the SEC on May 4, 2022, August 9,
2022 and November 3, 2022, respectively; |
|
· |
our Current Reports on Form 8-K
filed with the SEC on
March 1, 2022 and
August 9, 2022; |
|
· |
our Proxy Statement for our 2022
Annual Meeting of Stockholders, on
Form 14A, filed with the SEC on June 24, 2022; and |
|
· |
the description of our Common Stock
contained in the registration statement on
Form 8-A filed with the SEC on September 29, 2000, as amended
by the current report on
Form 8-K12G3, filed with the SEC on November 9, 2016, and
any amendments or reports filed for the purpose of updating such
description. |
Any information in any of the foregoing documents will
automatically be deemed to be modified or superseded to the extent
that information in this prospectus supplement or in a later filed
document that is incorporated or deemed to be incorporated herein
by reference modifies or replaces such information.
We also incorporate by reference any future filings (other than
current reports furnished under Item 2.02 or Item 7.01
of Form 8-K and exhibits filed on such form that are
related to such items unless such Form 8-K expressly
provides to the contrary) made with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until we file a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold. Information in such future
filings updates and supplements the information provided in this
prospectus supplement. Any statements in any such future filings
will automatically be deemed to modify and supersede any
information in any document we previously filed with the SEC that
is incorporated or deemed to be incorporated herein by reference to
the extent that statements in the later filed document modify or
replace such earlier statements.
Upon written or oral request, we will provide to each person,
including any beneficial owner, without charge, a copy of any or
all of the documents that are incorporated by reference into this
prospectus supplement but not delivered with the prospectus,
including exhibits that are specifically incorporated by reference
into such documents. Requests should be directed to: Inseego Corp.,
Attention: Shareholder Services, 9710 Scranton Road, Suite 200, San
Diego, CA 92121, telephone (858) 812-3400.
PROSPECTUS
$100,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
___________________________
We may offer and sell, from time to time in one or more offerings,
any combination of the securities identified above, either
individually or in units combining two or more of the securities
identified above, with a total value of up to $100,000,000. We may
also offer common stock or preferred stock upon conversion of debt
securities, common stock upon conversion of preferred stock, or
common stock, preferred stock or debt securities upon the exercise
of warrants.
Each time we offer and sell securities, we will provide a
supplement to this prospectus that contains specific information
about the offering and the amounts, prices and terms of the
securities. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these
offerings. The prospectus supplement and any related free writing
prospectuses may also add, update or change information contained
in this prospectus with respect to that offering. You should
carefully read this prospectus and the applicable prospectus
supplement and any related free writing prospectus, as well as any
documents incorporated by reference, before you invest in any of
our securities.
The securities offered by this prospectus may be sold directly by
us to investors, through agents designated from time to time or to
or through underwriters or dealers, on a continuous or delayed
basis. For additional information on the methods of sale, you
should refer to the section entitled “Plan of Distribution” in this
prospectus. If any agents or underwriters are involved in the sale
of any securities with respect to which this prospectus is being
delivered, the names of such agents or underwriters and any
applicable fees, commissions, discounts and over-allotment options
will be set forth in a prospectus supplement. The price to the
public of such securities and the net proceeds that we expect to
receive from such sale will also be set forth in a prospectus
supplement.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described under
the heading “Risk Factors”
on page 5 of this prospectus and contained in the applicable
prospectus supplement and any related free writing prospectus, and
under similar headings in the other documents that are incorporated
by reference into this prospectus.
This prospectus may not be used to consummate a sale of any
securities unless accompanied by a prospectus supplement.
Our common stock is traded on The Nasdaq Global Select Market under
the trading symbol “INSG”. On February 11, 2022, the last reported
sale price of our common stock on The Nasdaq Global Select Market
was $4.33. The applicable prospectus supplement will contain
information, where applicable, as to any other listing, if any, on
The Nasdaq Global Select Market or any securities market or other
exchange of the securities, if any, covered by the applicable
prospectus supplement.
___________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is February 14, 2022.
Table of
Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the Securities and Exchange Commission (the
“SEC”) utilizing a “shelf” registration process. Under this shelf
registration process, we may, from time to time, offer shares of
our common stock and preferred stock, various series of debt
securities and/or warrants to purchase any of such securities,
either individually or in units, in one or more offerings, up to a
total dollar amount of $100,000,000 as described in this
prospectus. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series
of securities under this prospectus, we will provide a prospectus
supplement that will contain more specific information about the
terms of those securities and that offering. We may also authorize
one or more free writing prospectuses to be provided to you that
may contain material information relating to these offerings. We
may also add, update or change in a prospectus supplement (and in
any related free writing prospectus that we may authorize to be
provided to you) any of the information contained in this
prospectus or in the documents that we have incorporated by
reference into this prospectus. We urge you to carefully read this
prospectus, any applicable prospectus supplement and any related
free writing prospectus, together with the information incorporated
herein by reference as described under the heading “Where You Can
Find Additional Information,” before buying any of the securities
being offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES
UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
You should rely only on the information that we have provided or
incorporated by reference in this prospectus, any applicable
prospectus supplement and any related free writing prospectus that
we may authorize to be provided to you. We have not authorized
anyone to provide you with different information. No dealer,
salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus, any
applicable prospectus supplement or any related free writing
prospectus that we may authorize to be provided to you. You must
not rely on any unauthorized information or representation. This
prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is
lawful to do so. You should assume that the information in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus is accurate only as of the date on the
front of the document and that any information we have incorporated
by reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of
this prospectus, any applicable prospectus supplement or any
related free writing prospectus, or any sale of a security. Our
business, financial condition, results of operations and prospects
may have changed since those dates.
This prospectus contains estimates and other information concerning
our target markets that are based on industry publications, surveys
and forecasts. This information involves a number of assumptions
and limitations and you are cautioned not to give undue weight to
this information. Please read the section of this prospectus
entitled “Cautionary Statement Regarding Forward-Looking
Statements.” The industry in which we operate is subject to a high
degree of uncertainty and risk due to a variety of factors,
including those described under the heading “Risk Factors”
contained in the applicable prospectus supplement and any related
free writing prospectus, and in our most recent annual report on
Form 10-K and any subsequently filed quarterly reports on Form
10-Q, as well as any amendments thereto reflected in subsequent
filings with the SEC. These and other factors could cause actual
results to differ materially from those expressed in these
publications, surveys and forecasts.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
heading “Where You Can Find Additional Information.”
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere
in this prospectus or incorporated by reference in this prospectus.
Because it is only a summary, it does not contain all of the
information you should consider before investing in our common
stock, preferred stock, debt securities, warrants or units, and it
is qualified in its entirety by, and should be read in conjunction
with, the more detailed information included elsewhere in this
prospectus. Before you decide whether to purchase our securities,
you should read this entire prospectus, the applicable prospectus
supplement and any related free-writing prospectus carefully,
including the risks of investing in our securities discussed under
the heading “Risk Factors” contained in the applicable prospectus
supplement and any related free writing prospectus, and under
similar headings in the other documents that are incorporated by
reference into this prospectus. You should also carefully read the
information incorporated by reference into this prospectus,
including our financial statements, and the exhibits to the
registration statement of which this prospectus is a part. Unless
the context otherwise requires, the terms “Inseego,” “the Company,”
“we,” “us” and “our” in this prospectus refer to Inseego
Corp.
Inseego Corp.
Overview
Inseego Corp. is a leader in the design and development of fixed
and mobile wireless solutions (advanced 4G and 5G NR), industrial
internet-of-things (“IIOT”) and cloud solutions for Fortune 500
enterprises, service providers, small and medium-sized businesses,
governments, and consumers around the globe. Our product portfolio
consists of fixed and mobile device-to-cloud solutions that provide
compelling, intelligent, reliable and secure end-to-end
internet-of-things services with deep business intelligence.
Inseego’s products and solutions, designed and developed in the
U.S., power mission critical applications with a “zero unscheduled
downtime” mandate, such as our 5G fixed wireless access (“FWA”)
gateway solutions, 4G and 5G mobile broadband, IIoT applications
such as SD WAN failover management, asset tracking and fleet
management services. Our solutions are powered by our key wireless
innovations in mobile and FWA technologies, including a suite of
products employing the 5G NR standards, and purpose-built
Software-as-a-Service, or SaaS, cloud platforms.
We have been at the forefront of the ways in which the world stays
connected and accesses information, protects, and derives
intelligence from that information. With multiple first-to-market
innovations across a number of wireless technologies, including 5G,
and a strong and growing portfolio of hardware and software
innovations for IIoT solutions, Inseego has been advancing
technology and driving industry transformations for over
30 years. It is this proven expertise, commitment to quality,
obsession with innovation and a relentless focus on execution that
makes us a preferred global partner of service providers,
distributors, value-added resellers, system integrators, and
enterprises worldwide.
Corporate Information
Inseego Corp. is a Delaware corporation formed in 2016 as the
successor to Novatel Wireless, Inc., a Delaware corporation formed
in 1996, resulting from an internal reorganization that was
completed in November 2016. Our principal executive office is
located at 12600 Deerfield Parkway, Suite 100, Alpharetta, GA
30004, our corporate offices are located at 9710 Scranton Road,
Suite 200, San Diego, CA 92121, and our sales and engineering
offices are located throughout the world. Our general telephone
number is (858) 812-3400. Inseego’s common stock trades on The
Nasdaq Global Select Market under the trading symbol “INSG”.
We maintain an Internet website at www.inseego.com. We have
included our website address in this prospectus solely as an
inactive textual reference. We do not incorporate the information
on, or accessible through, our website into this prospectus, and
you should not consider any information on, or accessible through,
our website as part of this prospectus.
Risks Associated with our Business
Our business is subject to numerous risks, as described under the
heading “Risk Factors” contained in the applicable prospectus
supplement and in any free writing prospectuses we have authorized
for use in connection with a specific offering, and under similar
headings in the documents that are incorporated by reference into
this prospectus.
THE SECURITIES WE MAY OFFER
We may offer shares of our common stock and preferred stock,
various series of debt securities and/or warrants to purchase any
of such securities, either individually or in units, from time to
time under this prospectus, together with the applicable prospectus
supplement and any related free writing prospectus, at prices and
on terms to be determined by market conditions at the time of any
offering. We may also offer common stock, preferred stock and/or
debt securities upon the exercise of warrants. This prospectus
provides you with a general description of the securities we may so
offer. Each time we offer a type or series of securities under this
prospectus, the terms of such securities may differ from the terms
we have summarized below and we will provide a prospectus
supplement that will describe the specific amounts, prices and
other important terms of the securities, including, to the extent
applicable:
| • |
|
designation or classification; |
| • |
|
aggregate principal amount or aggregate offering price; |
| • |
|
maturity, if applicable; |
| • |
|
original issue discount, if any; |
| • |
|
rates and times of payment of interest or dividends, if
any; |
| • |
|
redemption, conversion, exercise, exchange or sinking fund
terms, if any; |
| • |
|
restrictive covenants, if any; |
| • |
|
voting or other rights, if any; |
| • |
|
conversion prices, if any; and |
| • |
|
important U.S. federal income tax considerations. |
The applicable prospectus supplement and any related free writing
prospectus that we may authorize to be provided to you may also add
to, update or change any of the information contained in this
prospectus or in the documents we have incorporated by reference.
However, no prospectus supplement or free writing prospectus will
offer a security that is not registered and described in this
prospectus at the time of the effectiveness of the registration
statement of which this prospectus is a part.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES
UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We may sell the securities directly to investors or to or through
agents, underwriters or dealers. We, and our agents, underwriters
or dealers, reserve the right to accept or reject all or part of
any proposed purchase of securities. If we do offer securities to
or through agents, underwriters or dealers, we will include in the
applicable prospectus supplement:
| • |
|
the names of those agents, underwriters or dealers; |
| • |
|
applicable fees, discounts and commissions to be paid to
them; |
| • |
|
details regarding over-allotment or other options, if any;
and |
| • |
|
the net proceeds to us. |
Common Stock. We may issue shares of our common stock from
time to time. The holders of common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of
stockholders and do not have cumulative voting rights. Subject to
the rights of any outstanding shares of our preferred stock, shares
of common stock are entitled to participate equally in dividends
when and as dividends may be declared by our board of directors
(the “Board”) out of funds legally available for the payment of
dividends. In the event of our voluntary or involuntary
liquidation, dissolution or winding up, holders of our common stock
are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preferences of any outstanding
shares of preferred stock.
Preferred Stock. We may issue shares of our preferred stock
from time to time, in one or more series. Under our amended and
restated certificate of incorporation (as amended, our “Certificate
of Incorporation”), our Board has the authority, without further
action by stockholders, to designate up to 2,000,000 shares of
preferred stock in one or more series and to fix the rights,
preferences, privileges, qualifications and restrictions granted to
or imposed upon the preferred stock, including dividend rights,
conversion rights, voting rights, rights and terms of redemption,
liquidation preferences and sinking fund terms, any or all of which
may be greater than the rights of our common stock. 150,000 shares
of preferred stock have been designated as Series D Preferred
Stock, and, as of the date hereof, no shares of Series D Preferred
Stock are issued or outstanding. 39,500 shares have been designated
as Series E Fixed-Rate Cumulative Perpetual Preferred Stock, and,
as of the date hereof, 25,000 shares of Series E Fixed-Rate
Cumulative Perpetual Preferred Stock are issued and
outstanding.
If we sell any series of preferred stock under this prospectus, we
will fix the designations, powers, preferences and rights of such
series of preferred stock, as well as the qualifications,
limitations or restrictions thereon, in the certificate of
designation relating to that series. We will file as an exhibit to
the registration statement of which this prospectus is a part, or
will incorporate by reference from reports that we file with the
SEC, the form of any certificate of designation that describes the
terms of the series of preferred stock we are offering before the
issuance of the related series of preferred stock. We urge you to
read the applicable prospectus supplement (and any free writing
prospectus that we may authorize to be provided to you) related to
the series of preferred stock being offered, as well as the
complete certificate of designation that contains the terms of the
applicable series of preferred stock.
Debt Securities. We may issue debt securities from time to
time, in one or more series, as either senior secured, senior
unsecured or subordinated debt or as senior secured, senior
unsecured or subordinated convertible debt. The senior unsecured
debt securities will rank equally with any other unsecured or
unsubordinated debt. The subordinated debt securities will be
subordinate and junior in right of payment, to the extent and in
the manner described in the instrument governing the debt, to all
of our senior debt. Convertible debt securities will be convertible
into or exchangeable for our common stock or our other securities.
Conversion may be mandatory or at your option and would be at
prescribed conversion rates.
Any debt securities issued under this prospectus will be issued
under one or more documents called indentures, which are contracts
between us and a national banking association or other eligible
party, as trustee. In this prospectus, we have summarized certain
general features of the debt securities under “Description of Debt
Securities.” We urge you, however, to read the applicable
prospectus supplement (and any free writing prospectus that we may
authorize to be provided to you) related to the series of debt
securities being offered, as well as the complete indentures that
contain the terms of the debt securities. We have filed a form of
senior indenture and a form of subordinated indenture exhibits to
the registration statement of which this prospectus is a part, and
supplemental indentures and forms of debt securities containing the
terms of the debt securities being offered will be filed as
exhibits to the registration statement of which this prospectus is
a part or will be incorporated by reference from reports that we
file with the SEC.
Warrants. We may issue warrants for the purchase of common
stock, preferred stock and/or debt securities in one or more
series. We may issue warrants independently or together with common
stock, preferred stock and/or debt securities, and the warrants may
be attached to or separate from these securities. In this
prospectus, we have summarized certain general features of the
warrants under “Description of Warrants.” We urge you, however, to
read the applicable prospectus supplement (and any free writing
prospectus that we may authorize to be provided to you) related to
the particular series of warrants being offered, as well as the
complete warrant agreements and warrant certificates that contain
the terms of the warrants. We will file as an exhibit to the
registration statement of which this prospectus is a part, or will
incorporate by reference from reports that we file with the SEC,
forms of the warrant agreements and forms of warrant certificates
containing the terms of the warrants being offered.
We will evidence each series of warrants by warrant certificates
that we will issue. Warrants may be issued under an applicable
warrant agreement that we enter into with a warrant agent. We will
indicate the name and address of the warrant agent, if applicable,
in the prospectus supplement relating to the particular series of
warrants being offered.
Units. We may issue, in one or more series, units consisting
of common stock, preferred stock, debt securities and/or warrants
for the purchase of common stock, preferred stock and/or debt
securities in any combination. In this prospectus, we have
summarized certain general features of the units under “Description
of Units.” We urge you, however, to read the applicable prospectus
supplement (and any free writing prospectus that we may authorize
to be provided to you) related to the series of units being
offered, as well as the complete unit agreement, if any, that
contains the terms of the units. We will file as exhibits to the
registration statement of which this prospectus is a part, or will
incorporate by reference from reports that we file with the SEC,
the form of unit agreement, if any, and any supplemental agreements
that describe the terms of the series of units we are offering
before the issuance of the related series of units.
We may evidence each series of units by unit certificates. Units
may also be issued under a unit agreement that we enter into with a
unit agent. We will indicate the name and address of the unit
agent, if applicable, in the prospectus supplement relating to the
particular series of units being offered.
RISK FACTORS
Investing in our securities involves a high degree of risk. You
should carefully review the risks and uncertainties described under
the heading “Risk Factors” contained in the applicable prospectus
supplement and any related free writing prospectus, and under
similar headings in the other documents, including our most recent
annual report on Form 10-K, any subsequent quarterly reports
on Form 10-Q, any subsequent current reports on Form 8-K,
and the other information contained in this prospectus, as updated
by our subsequent filings under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), each of which is
incorporated by reference into this prospectus. The risks described
in these documents are not the only ones we face, but those that we
consider to be material. There may be other unknown or
unpredictable economic, business, competitive, regulatory or other
factors that could have material adverse effects on our future
results. Our business, financial condition or results of operations
could be materially adversely affected by any of these risks. The
occurrence of any of these risks might cause you to lose all or
part of your investment in the offered securities. Past financial
performance may not be a reliable indicator of future performance,
and historical trends should not be used to anticipate results or
trends in future periods.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into
this prospectus may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”) and Section 21E of the Exchange Act, about
the Company and its subsidiaries. These forward-looking statements
are intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are not statements of
historical fact, and can be identified by the use of
forward-looking terminology such as “believes”, “expects”, “may”,
“will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”,
“potential”, “estimates”, “pro forma”, “seeks”, “intends” or
“anticipates” or the negative thereof or comparable terminology.
Forward-looking statements include discussions of strategy,
financial projections, guidance and estimates (including their
underlying assumptions), statements regarding plans, objectives,
expectations or consequences of various transactions, and
statements about the future performance, operations, products and
services of the Company and its subsidiaries.
You should read this prospectus and the documents incorporated
herein by reference completely and with the understanding that our
actual future results may be materially different from what we
currently expect. Our business and operations are and will be
subject to a variety of risks, uncertainties and other factors.
Consequently, actual results and experience may materially differ
from those contained in any forward-looking statements. Such risks,
uncertainties and other factors that could cause actual results and
experience to differ from those projected include, but are not
limited to, the risk factors set forth in Part I - Item 1A, “Risk
Factors”, in our Annual Report on Form 10-K for the year ended
December 31, 2020, as filed with the SEC on March 1, 2021, as
amended, and elsewhere in the other documents incorporated by
reference into this prospectus.
You should assume that the information appearing in this
prospectus, any accompanying prospectus supplement, any related
free writing prospectus and any document incorporated herein by
reference is accurate as of its date only. Because the risk factors
referred to above could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements
made by us or on our behalf, you should not place undue reliance on
any such forward-looking statements. Further, any forward-looking
statement speaks only as of the date on which it is made. New
factors emerge from time to time, and it is not possible for us to
predict which factors will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements. All written or oral forward-looking statements
attributable to us or any person acting on our behalf made after
the date of this prospectus are expressly qualified in their
entirety by the risk factors and cautionary statements contained in
and incorporated by reference into this prospectus. Unless legally
required, we do not undertake any obligation to release publicly
any revisions to such forward-looking statements to reflect events
or circumstances after the date of this prospectus or to reflect
the occurrence of unanticipated events.
TRADE NAMES, TRADEMARKS AND SERVICE
MARKS
“Inseego”, “Inseego Subscribe”, “Inseego Manage”, “Inseego Secure”,
“Inseego Vision”, the Inseego logo, “MiFi”, “MiFi Intelligent
Mobile Hotspot”, “Wavemaker”, “Clarity”, and “Skyus” are trademarks
or registered trademarks of Inseego and its subsidiaries. Other
trademarks, trade names or service marks used in this prospectus
are the property of their respective owners.
USE OF PROCEEDS
Except as described in any prospectus supplement or in any related
free writing prospectus that we may authorize to be provided to
you, we currently intend to use the net proceeds from the sale of
the securities offered by us pursuant to this prospectus for
general corporate purposes, including, among other things, working
capital requirements and potential repayment of indebtedness that
may be outstanding at the time of any offering under this
prospectus. We may also use a portion of the net proceeds to
acquire or invest in businesses, services, technologies, product
candidates or other intellectual property that are complementary to
our own, although we have no present commitments or agreements to
do so. As of the date of this prospectus, we cannot specify with
certainty all of the particular uses of the proceeds from this
offering. Accordingly, we will retain broad discretion over the use
of such proceeds. Pending the uses described herein, we expect to
invest the net proceeds in demand deposit accounts or short-term,
investment-grade securities.
DESCRIPTION OF CAPITAL STOCK
The following is a summary description of the material terms of
our capital stock, as well as certain provisions of our Certificate
of Incorporation and our amended and restated bylaws (as amended,
our “Bylaws”). For more detailed information, you should refer to
the full text of our Certificate of Incorporation and our
Bylaws.
Authorized and Outstanding Capital Stock
As of the date of this prospectus, our authorized capital stock
consists of 152,000,000 shares. Those shares consist of 150,000,000
shares designated as common stock, $0.001 par value per share (the
“Common Stock”), and 2,000,000 shares designated as preferred
stock, $0.001 par value per share (the “Preferred Stock”). The
Preferred Stock is issuable in one or more series designated by the
Board, of which 150,000 shares have been designated as Series D
Preferred Stock, par value $0.001 per share (the “Series D
Preferred Stock”), and of which 39,500 shares have been designated
as Series E Fixed-Rate Cumulative Perpetual Preferred Stock, par
value $0.001 per share (the “Series E Preferred Stock”). As of
September 30, 2021, there were 104,950,049 shares of Common Stock
and 25,000 shares of Series E Preferred Stock issued and
outstanding.
Common Stock
Subject to the rights of holders of all classes of stock at the
time outstanding having prior rights as to dividends, the holders
of Common Stock are entitled to receive such dividends, if any, as
may from time to time be declared by our Board out of funds legally
available for that purpose. Currently, we are not paying dividends.
Pursuant to our Certificate of Incorporation, holders of our Common
Stock are entitled to one vote per share, and are entitled to vote
upon such matters and in such manner as may be provided by law.
Holders of our Common Stock have no preemptive, conversion,
redemption or sinking fund rights. Subject to the rights of holders
of all classes of stock at the time outstanding having prior rights
as to liquidation, holders of our Common Stock, upon the
liquidation, dissolution or winding up of the Company, are entitled
to share equally and ratably in the assets of the Company. The
outstanding shares of our Common Stock are fully paid and
non-assessable, and all shares of Common Stock offered by this
prospectus, or issuable upon conversion or exercise of securities,
will, when issued, be validly issued and fully paid and
non-assessable. The rights, preferences and privileges of holders
of our Common Stock are subject to the rights, preferences and
privileges of any series of Preferred Stock that we have issued or
may issue in the future.
Preferred Stock
Our Certificate of Incorporation provides that we may issue shares
of Preferred Stock from time to time in one or more series. Our
Board is authorized to fix the voting rights, if any, designations,
powers, preferences, qualifications, limitations and restrictions
thereof, applicable to the shares of each series of Preferred
Stock. Our Board may, without stockholder approval, issue Preferred
Stock with voting and other rights that could adversely affect the
voting power and other rights of the holders of our Common Stock,
which may have the effect of decreasing the market price of our
Common Stock. The ability of our Board to issue Preferred Stock
without stockholder approval could have anti-takeover effects,
including by delaying, deferring or preventing a change of control
or the removal of our existing management.
Series D Preferred Stock
Our Series D Preferred Stock is reserved for issuance in connection
with the Series D Preferred Stock purchase rights (the “Rights”)
pursuant to the rights agreement, dated as of January 22, 2018,
between Inseego and the rights agent named therein. There are
currently no shares of Series D Preferred Stock issued and
outstanding and the Rights expired on January 22, 2021.
Series E Preferred Stock
Each share of Series E Preferred Stock entitles the holder thereof
to receive, when, as and if declared by the Board out of assets
legally available therefor, cumulative cash dividends at an annual
rate of 9.00% payable quarterly in arrears on January 1,
April 1, July 1 and October 1 of each year,
beginning on October 1, 2019. If dividends are not declared
and paid in any quarter, or if such dividends are declared but
holders of the Series E Preferred Stock elect not to receive them
in cash, the quarterly dividend will be deemed to accrue and will
be added to the Series E Base Amount. The Series E Preferred Stock
has no voting rights unless otherwise required by law. The Series E
Preferred Stock is perpetual and has no maturity date. However,
Inseego may, at its option, redeem shares of the Series E Preferred
Stock, in whole or in part, on or after July 1, 2022, at a
price equal to 110% of the Series E Base Amount plus (without
duplication) any accrued and unpaid dividends. The “Series E Base
Amount” means $1,000 per share, plus any accrued but unpaid
dividends, whether or not declared by our Board, subject to
appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization with respect
to the Series E Preferred Stock. In the event of a liquidation,
dissolution or winding up of Inseego, the holders of the Series E
Preferred Stock will be entitled to receive, after satisfaction of
liabilities to creditors and subject to the rights of holders of
any senior securities, but before any distribution of assets is
made to holders of Common Stock or any other junior securities, the
Series E Base Amount plus (without duplication) any accrued and
unpaid dividends.
The description of certain provisions of the Preferred Stock set
forth in any prospectus supplement does not purport to be complete
and is subject to and qualified in its entirety by reference to our
Certificate of Incorporation and the certificate of designations
relating to each series of Preferred Stock. The applicable
prospectus supplement (and any related free writing prospectus that
we may authorize to be provided to you) will describe the specific
terms of any series of Preferred Stock being offered which may
include:
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the specific designation, number of shares, seniority and
purchase price; |
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any liquidation preference per share and any accumulated
dividends upon the liquidation, dissolution or winding up of our
affairs; |
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any redemption, repayment or sinking fund provisions; |
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any dividend rate or rates, whether the dividend rate is fixed
or variable, the date dividends accrue, the dates on which any
those dividends will be payable (or the method by which those rates
or dates will be determined), and whether dividends will be
cumulative; |
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if other than the currency of the United States, the currency
or currencies (including composite currencies) in which the
Preferred Stock is denominated and in which payments will or may be
payable; |
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the method by which amounts in respect of that series of
Preferred Stock may be calculated and any commodities, currencies
or indices, or value, rate or price, relevant to that
calculation; |
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whether such series of Preferred Stock is convertible and, if
so, the securities or rights into which it is convertible, and the
terms and conditions upon which those conversions will be
effected; |
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the place or places where dividends and other payments on that
series of Preferred Stock will be payable; |
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any additional voting, dividend, liquidation, redemption and
other rights, preferences, privileges, limitations and
restrictions; and |
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a discussion of material U.S. federal income tax consequences,
if any. |
All shares of Preferred Stock offered by this prospectus, or
issuable upon conversion or exercise of securities, will, when
issued, be validly issued and fully paid and non-assessable.
The General Corporation Law of the State of Delaware, the state of
our incorporation, provides that the holders of Preferred Stock
will have the right to vote separately as a class on any proposal
involving fundamental changes in the rights of holders of that
Preferred Stock. This right is in addition to any voting rights
that may be provided for in the applicable certificate of
designation.
Anti-Takeover Effects of Some Provisions of Delaware Law
Provisions of Delaware law and our Certificate of Incorporation and
Bylaws could make the acquisition of Inseego through a tender
offer, a proxy contest or other means more difficult and could make
the removal of incumbent officers and directors more difficult. We
expect these provisions to discourage coercive takeover practices
and inadequate takeover bids and to encourage persons seeking to
acquire control of Inseego to first negotiate with our Board. We
believe that the benefits provided by our ability to negotiate with
the proponent of an unfriendly or unsolicited proposal outweigh the
disadvantages of discouraging these proposals. We believe the
negotiation of an unfriendly or unsolicited proposal could result
in an improvement of its terms.
We are subject to Section 203 of the Delaware General
Corporation Law, an anti-takeover law. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in a
“business combination” with an “interested stockholder” for a
period of three years following the date the person became an
interested stockholder, unless:
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the board of directors of the
corporation approves either the business combination or the
transaction that resulted in the stockholder becoming an interested
stockholder, prior to the time the interested stockholder attained
that status; |
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upon the closing of the transaction
that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the
transaction commenced, excluding, for purposes of determining the
number of shares outstanding, those shares owned by persons who are
directors and also officers and by employee stock plans in which
employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or |
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on or subsequent to the date of the
transaction, the business combination is approved by the board of
directors of the corporation and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66-2/3% of the outstanding voting
stock that is not owned by the interested stockholder. |
With certain exceptions, an “interested stockholder” is a person or
group who or which owns 15% or more of the corporation’s
outstanding voting stock (including any rights to acquire stock
pursuant to an option, warrant, agreement, arrangement or
understanding, or upon the exercise of conversion or exchange
rights, and stock with respect to which the person has voting
rights only), or is an affiliate or associate of the corporation
and was the owner of 15% or more of such voting stock at any time
within the previous three years.
In general, Section 203 defines a “business combination” to
include:
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any merger or consolidation
involving the corporation and the interested stockholder; |
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any sale, transfer, pledge or other
disposition of 10% or more of the assets of the corporation
involving the interested stockholder; |
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subject to certain exceptions, any
transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested
stockholder; |
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any transaction involving the
corporation that has the effect of increasing the proportionate
share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder; or |
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the receipt by the interested
stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the
corporation. |
A Delaware corporation may “opt out” of this provision with an
express provision in its original certificate of incorporation or
an express provision in its amended and restated certificate of
incorporation or bylaws resulting from a stockholders’ amendment
approved by at least a majority of the outstanding voting shares.
However, the Company has not “opted out” of this provision.
Section 203 could prohibit or delay mergers or other takeover
or change-in-control attempts and, accordingly, may discourage
attempts to acquire Inseego.
Anti-Takeover Effects of Our Charter Documents
Our Certificate of Incorporation provides for our Board to be
divided into three classes serving staggered terms. Approximately
one-third of the Board will be elected each year. The provision for
a classified board could prevent a party who acquires control of a
majority of the outstanding voting stock from obtaining control of
the Board until the second annual stockholders meeting following
the date the acquirer obtains the controlling stock interest. The
classified board provision could discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain
control of Inseego and could increase the likelihood that incumbent
directors will retain their positions.
Our Bylaws establish an advance notice procedure for stockholder
proposals to be brought before an annual or special meeting of our
stockholders, including proposed nominations of persons for
election to the Board. Among other requirements, the advance notice
provisions provide that (i) a stockholder must provide to the
secretary of Inseego timely notice (generally 90-120 days
prior to the one-year anniversary of the previous year’s annual
meeting of stockholders) of any business, including director
nominations, proposed to be brought before the annual or special
meeting, which notice must conform to the substantive requirements
set forth in the Bylaws, (ii) a stockholder must deliver
certain information regarding the person(s) making the proposal,
and in the case of any nominee for election to our Board,
information regarding such nominee, in each case as set forth in
the Bylaws, and (iii) any nominee for election to our Board
must provide both an executed questionnaire regarding his or her
background, qualifications, stock ownership and independence, and
an executed representation agreement regarding voting commitments,
indemnification or similar arrangements and compliance with
policies applicable to members of our Board. These provisions may
discourage or deter a potential acquirer from conducting a
solicitation of proxies to elect the acquirer’s own slate of
directors or otherwise attempting to obtain control of Inseego.
Our Bylaws provide that our Board, our chairperson of the Board, or
our chief executive officer may call a special meeting of
stockholders. Because our stockholders do not have the right to
call a special meeting, a stockholder could not force stockholder
consideration of a proposal over the opposition of our Board by
calling a special meeting of stockholders prior to such time as a
majority of the Board believed the matter should be considered or
until the next annual meeting provided that the requestor met the
notice and other requirements. The restriction on the ability of
stockholders to call a special meeting means that a proposal to
replace our Board also could be delayed until the next annual
meeting.
Our Certificate of Incorporation provides that our Bylaws may be
altered or amended or new bylaws adopted by the affirmative vote of
at least 66 2/3% of the voting power of all of the then-outstanding
shares of our voting stock entitled to vote.
Our Board is expressly authorized to adopt, amend or repeal our
Bylaws. This provision may not be repealed, amended or altered in
any respect without the affirmative vote of the holders of at least
66 2/3% of the voting power of all of the then-outstanding shares
of our voting stock entitled to vote.
Our Certificate of Incorporation does not allow stockholders to act
by written consent without a meeting. Without the availability of
stockholder action by written consent, a holder of the requisite
number of shares of our capital stock would not be able to amend
our Bylaws or remove directors without holding a stockholders’
meeting. The holder would have to obtain the consent of a majority
of our Board, our chairman of the Board, or our chief executive
officer to call a stockholders’ meeting and satisfy the notice
periods determined by our Board.
Listing
Our Common Stock trades on The Nasdaq Global Select Market under
the trading symbol “INSG”. The applicable prospectus supplement
will contain information, where applicable, as to any other
listing, if any, on The Nasdaq Global Select Market or any
securities market or other exchange of the securities covered by
such prospectus supplement.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is
Computershare Trust Company, N.A. Its address is 250 Royall Street,
Canton, Massachusetts 02021, and its telephone number is (877)
290-2245.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time, in one or more
series, as either senior or subordinated debt or as senior or
subordinated convertible debt. While the terms we have summarized
below will apply generally to any debt securities that we may offer
under this prospectus, we will describe the particular terms of any
debt securities that we may offer in more detail in the applicable
prospectus supplement. The terms of any debt securities offered
under a prospectus supplement may differ from the terms described
below.
We will issue the senior debt securities under the senior indenture
that we will enter into with the trustee named in the senior
indenture, a copy of which has been filed as an exhibit to the
registration statement of which this prospectus is a part. We will
issue the subordinated debt securities under a subordinated
indenture that we will enter into with a trustee to be named in the
subordinated indenture, a form of which has been filed as an
exhibit to the registration statement of which this prospectus is a
part. The indentures will be qualified under the Trust Indenture
Act of 1939, as amended, or the Trust Indenture Act. Supplemental
indentures and forms of debt securities containing the terms of the
debt securities being offered will be filed as exhibits to the
registration statement of which this prospectus is a part or will
be incorporated by reference from reports that we file with the
SEC.
Unless the context requires otherwise, whenever we refer to the
indenture, we are referring to the senior indenture and any
supplemental indentures that specify the terms of a particular
series of debt securities. Except as we may otherwise indicate, the
terms of the senior indenture and the subordinated indenture are
identical.
The following summary of material provisions of the debt securities
and the indenture is subject to, and qualified in its entirety by
reference to, all of the provisions of the indenture applicable to
a particular series of debt securities. We urge you to read the
applicable prospectus supplements and any related free writing
prospectuses related to the debt securities that we may offer under
this prospectus, as well as the complete indenture that contains
the terms of the debt securities.
General
The indenture does not limit the amount of debt securities that we
may issue. It provides that we may issue debt securities up to the
principal amount that we may authorize and may be in any currency
or currency unit that we may designate. Except for the covenant
applicable to any consolidation, merger or sale of all or
substantially all of our assets contained in the indenture, the
terms of the indenture do not contain any covenants or other
provisions designed to give holders of any debt securities
protection against changes in our operations, financial condition
or transactions involving us.
We may issue the debt securities under the indenture as “discount
securities,” which means they may be sold at a discount below their
stated principal amount. These debt securities, as well as other
debt securities that are not issued at a discount, may be issued
with “original issue discount,” or OID, for U.S. federal income tax
purposes because of interest payment and other characteristics or
terms of the debt securities. Material U.S. federal income tax
considerations applicable to debt securities issued with OID will
be described in more detail in any applicable prospectus
supplement.
We will describe in the applicable prospectus supplement the terms
of the series of debt securities being offered, including:
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the title of the series of debt securities; |
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any limit upon the aggregate principal amount of the debt
securities of that series that may be issued;’ |
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the maturity date or dates; |
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the form of the debt securities of the series; |
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the applicability of any guarantees; |
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whether or not the debt securities will be secured or
unsecured, and the terms of any secured debt; |
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whether the debt securities rank as senior debt, senior
subordinated debt, subordinated debt or any combination thereof,
and the terms of any subordination; |
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if the price (expressed as a percentage of the aggregate
principal amount thereof) at which such debt securities will be
issued is a price other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of
acceleration of the maturity thereof, or if applicable, the portion
of the principal amount of such debt securities that is convertible
into another security or the method by which any such portion shall
be determined; |
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the interest rate or rates, which may be fixed or variable, or
the method for determining the rate or rates and the date interest
will begin to accrue, the dates interest will be payable and the
regular record dates for interest payment dates or the method for
determining such dates; |
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our right, if any, to defer payment of interest and the maximum
length of any such deferral period; |
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if applicable, the date or dates after which, or the period or
periods during which, and the price or prices at which, we may, at
our option, redeem the series of debt securities pursuant to any
optional or provisional redemption provisions and the terms of
those redemption provisions; |
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the date or dates, if any, on which, and the price or prices at
which we are obligated, pursuant to any mandatory sinking fund or
analogous fund provisions or otherwise, to redeem, or at the
holder’s option to purchase, the series of debt securities and the
currency or currency unit in which the debt securities are
payable; |
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the denominations in which we will issue the series of debt
securities, if other than minimum denominations of $1,000 or any
integral multiple in excess thereof; |
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any and all terms, if applicable, relating to any auction or
remarketing of the debt securities of that series and any security
for our obligations with respect to such debt securities and any
other terms which may be advisable in connection with the marketing
of debt securities of that series; |
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whether the debt securities of the series shall be issued in
whole or in part in the form of a global security or securities,
the terms and conditions, if any, upon which such global security
or securities may be exchanged in whole or in part for certificated
securities, and the depositary for such global security or
securities; |
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if applicable, the provisions relating to conversion or
exchange of any debt securities of the series and the terms and
conditions upon which such debt securities will be so convertible
or exchangeable, including the conversion or exchange price, as
applicable, or how it will be calculated and may be adjusted, any
mandatory or optional (at our option or the holders’ option)
conversion or exchange features, the applicable conversion or
exchange period and the manner of settlement for any conversion or
exchange; |
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if other than the full principal amount thereof, the portion of
the principal amount of debt securities of the series which shall
be payable upon declaration of acceleration of the maturity
thereof; |
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additions to or changes in the covenants applicable to the
particular debt securities being issued, including, among others,
the consolidation, merger or sale covenant; |
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additions to or changes in the events of default with respect
to the securities and any change in the right of the trustee or the
holders to declare the principal, premium, if any, and interest, if
any, with respect to such securities to be due and payable; |
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additions to or changes in or deletions of the provisions
relating to covenant defeasance and legal defeasance; |
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additions to or changes in the provisions relating to
satisfaction and discharge of the indenture; |
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|
additions to or changes in the provisions relating to the
modification of the indenture both with and without the consent of
holders of debt securities issued under the indenture; |
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the currency of payment of debt securities if other than U.S.
dollars and the manner of determining the equivalent amount in U.S.
dollars; |
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whether interest will be payable in cash or additional debt
securities at our or the holders’ option and the terms and
conditions upon which the election may be made; |
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the terms and conditions, if any, upon which we will pay
amounts in addition to the stated interest, premium, if any, and
principal amounts of the debt securities of the series to any
holder that is not a “United States person” for federal tax
purposes; |
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any restrictions on transfer, sale or assignment of the debt
securities of the series; and |
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any other specific terms, preferences, rights or limitations
of, or restrictions on, the debt securities, any other additions or
changes in the provisions of the indenture, and any terms that may
be required by us or advisable under applicable laws or
regulations. |
Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement the terms
on which a series of debt securities may be convertible into or
exchangeable for our Common Stock or our other securities. We will
include provisions as to settlement upon conversion or exchange and
whether conversion or exchange is mandatory, at the option of the
holder or at our option. We may include provisions pursuant to
which the number of shares of our Common Stock or our other
securities that the holders of the series of debt securities
receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the indenture will not
contain any covenant that restricts our ability to merge or
consolidate, or sell, convey, transfer or otherwise dispose of our
assets as an entirety or substantially as an entirety. However, any
successor to or acquirer of such assets (other than a subsidiary of
ours) must assume all of our obligations under the indenture or the
debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the following are events
of default under the indenture with respect to any series of debt
securities that we may issue:
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if we fail to pay any installment of interest on that series of
debt securities, as and when the same shall become due and payable,
and such default continues for a period of 90 days; provided,
however, that a valid extension of an interest payment period by us
in accordance with the terms of any indenture supplemental thereto
shall not constitute a default in the payment of interest for this
purpose; |
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if we fail to pay the principal of, or premium, if any, on that
series of debt securities as and when the same shall become due and
payable whether at maturity, upon redemption, by declaration or
otherwise, or in any payment required by any sinking or analogous
fund established with respect to such series; provided, however,
that a valid extension of the maturity of such debt securities in
accordance with the terms of any indenture supplemental thereto
shall not constitute a default in the payment of principal or
premium, if any; |
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if we fail to observe or perform any other covenant or
agreement contained in the debt securities or the indenture, other
than a covenant specifically relating to another series of debt
securities, and our failure continues for 90 days after we receive
written notice of such failure, requiring the same to be remedied
and stating that such is a notice of default thereunder, from the
trustee or holders of at least 25% in aggregate principal amount of
the outstanding debt securities of the applicable series; and |
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if specified events of bankruptcy, insolvency or reorganization
occur. |
If an event of default with respect to debt securities of any
series occurs and is continuing, other than an event of default
specified in the last bullet point above, the trustee or the
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series, by notice to us in
writing, and to the trustee if notice is given by such holders, may
declare the unpaid principal of, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of
default specified in the last bullet point above occurs with
respect to us, the principal amount of and accrued interest, if
any, of each issue of debt securities then outstanding shall be due
and payable without any notice or other action on the part of the
trustee or any holder.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or
event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of
principal, premium, if any, or interest, unless we have cured the
default or event of default in accordance with the indenture. Any
waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event of default under
the indenture shall occur and be continuing, the trustee will be
under no obligation to exercise any of its rights or powers under
the indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have
offered, and if requested, provided, indemnity or security
satisfactory to the trustee against the costs, expenses and
liabilities to be incurred in compliance with such request. The
holders of a majority in principal amount of the outstanding debt
securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power
conferred on the trustee, with respect to the debt securities of
that series, provided that:
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the direction so given by the holders is not in conflict with
any law or the applicable indenture; and |
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subject to its duties under the Trust Indenture Act, the
trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the holders not
involved in the proceeding. |
A holder of the debt securities of any series will have the right
to institute a proceeding under the indenture or to appoint a
receiver or trustee, or to seek other remedies only if:
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the holder has given written notice to the trustee of a
continuing event of default with respect to that series; |
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the holders of at least 25% in aggregate principal amount of
the outstanding debt securities of that series have made written
request; |
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such holders have offered, and if requested, provided, to the
trustee indemnity or security satisfactory to it against the costs,
expenses and liabilities to be incurred by the trustee in
compliance with the request; and |
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the trustee does not institute the proceeding, and does not
receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series other
conflicting directions within 90 days after the notice, request and
offer or request of indemnity. |
These limitations do not apply to a suit instituted by a holder of
debt securities if we default in the payment of the principal,
premium, if any, or interest on, the debt securities.
We will periodically file statements with the trustee regarding our
compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without the consent of
any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture
or in the debt securities of any series; |
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to comply with the provisions described above under
“Description of Debt Securities—Consolidation, Merger or
Sale;” |
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to provide for uncertificated debt securities in addition to or
in place of certificated debt securities; |
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to add to our covenants, restrictions, conditions or provisions
such new covenants, restrictions, conditions or provisions for the
benefit of the holders of all or any series of debt securities, to
make the occurrence, or the occurrence and the continuance, of a
default in any such additional covenants, restrictions, conditions
or provisions an event of default or to surrender any right or
power conferred upon us in the indenture; |
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to add to, delete from or revise the conditions, limitations,
and restrictions on the authorized amount, terms, or purposes of
issue, authentication and delivery of debt securities, as set forth
in the indenture; |
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to make any change that does not adversely affect the rights of
any holder of debt securities of any series in any material
respect; |
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to provide for the issuance of and establish the form and terms
and conditions of the debt securities of any series as provided
above under “Description of Debt Securities—General” to establish
the form of any certifications required to be furnished pursuant to
the terms of the indenture or any series of debt securities, or to
add to the rights of the holders of any series of debt
securities; |
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to evidence and provide for the acceptance of appointment under
any indenture by a successor trustee; |
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to conform the text of the indenture, any supplemental
indentures thereto and any forms of debt securities issued
thereunder to the corresponding description of the debt securities
contained in the applicable prospectus or prospectus supplement;
or |
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to comply with any requirements of the SEC in connection with
the qualification of any indenture under the Trust Indenture
Act. |
In addition, under the indenture, the rights of holders of a series
of debt securities may be changed by us and the trustee with the
written consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of each series
that is affected. However, unless we provide otherwise in the
prospectus supplement applicable to a particular series of debt
securities, we and the trustee may make the following changes only
with the consent of each holder of any outstanding debt securities
affected:
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extending the fixed maturity of any debt securities of any
series; |
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reducing the principal amount, reducing the rate of or
extending the time of payment of interest, or reducing any premium
payable upon the redemption of any series of any debt securities;
or |
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reducing the percentage of debt securities, the holders of
which are required to consent to any amendment, supplement,
modification or waiver. |
Discharge
Each indenture provides that we can elect to be discharged from our
obligations with respect to one or more series of debt securities,
except for specified obligations, including obligations to:
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register the transfer or exchange of debt securities of the
series; |
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replace stolen, lost or mutilated debt securities of the
series; |
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pay principal of and premium and interest on any debt
securities of the series; |
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maintain paying agencies; |
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hold monies for payment in trust; |
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recover excess money held by the trustee; |
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compensate, reimburse and indemnify the trustee; and |
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appoint any successor trustee. |
In order to exercise our rights to be discharged, we must deposit
with the trustee money or government obligations sufficient to pay
all the principal of, the premium, if any, and interest on, the
debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we provide otherwise in
the applicable prospectus supplement, in minimum denominations of
$1,000 or any integral multiple in excess thereof. The indenture
provides that we may issue debt securities of a series in temporary
or permanent global form and as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company
(“DTC”) or another depositary named by us and identified in the
applicable prospectus supplement with respect to that series. To
the extent the debt securities of a series are issued in global
form and as book-entry, a description of terms relating to any
book-entry securities will be set forth in the applicable
prospectus supplement.
At the option of the holder, subject to the terms of the indenture
and the limitations applicable to global securities described in
the applicable prospectus supplement, the holder of the debt
securities of any series in global form can exchange the debt
securities for other debt securities of the same series in
definitive form, in any authorized denomination and of like tenor
and aggregate principal amount.
Subject to the terms of the indenture and the limitations
applicable to global securities set forth in the applicable
prospectus supplement, holders of the debt securities may present
the debt securities for exchange or for registration of transfer,
duly endorsed or with the form of transfer endorsed thereon duly
executed if so required by us or the security registrar, at the
office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise provided
in the debt securities that the holder presents for transfer or
exchange, we will impose no service charge for any registration of
transfer or exchange, but we may require payment of any taxes or
other governmental charges.
We will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security
registrar, that we initially designate for any debt securities. We
may at any time designate additional security registrars or
transfer agents or rescind the designation of any security
registrar or transfer agent or approve a change in the office
through which any security registrar or transfer agent acts, except
that we will be required to maintain a security registrar and a
transfer agent in each place of payment for the debt securities of
each series.
If we elect to redeem the debt securities of any series, we will
not be required to:
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issue, register the transfer of, or exchange any debt
securities of that series during a period beginning at the opening
of business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the
mailing; or |
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register the transfer of or exchange any debt securities so
selected for redemption, in whole or in part, except the unredeemed
portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence and continuance of an
event of default under the indenture, undertakes to perform only
those duties as are specifically set forth in the indenture. Upon
an event of default under the indenture, the trustee must use the
same degree of care as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs. Subject
to this provision, the trustee is under no obligation to exercise
any of the rights or powers given to it by the indenture at the
request of any holder of debt securities unless it is offered, and
if requested, provided security or indemnity satisfactory to the
trustee against the costs, expenses and liabilities that it might
incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus
supplement, we will make payment of the interest on any debt
securities on any interest payment date to the person in whose name
the debt securities, or one or more predecessor securities, are
registered at the close of business on the regular record date for
the interest.
We will pay principal of, and any premium and interest on, the debt
securities of a particular series at the office of the paying
agent(s) designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest
payments by check that we will mail to the holder or by wire
transfer to certain holders. Unless we otherwise indicate in the
applicable prospectus supplement, we will designate the corporate
trust office of the trustee as our sole paying agent for payments
with respect to debt securities of each series. We will name in the
applicable prospectus supplement any other paying agents that we
initially designate for the debt securities of a particular series.
We may at any time rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts,
except that we will be required to maintain a paying agent in each
place of payment for the debt securities of a particular
series.
Subject to applicable abandoned property law, all money we pay to a
paying agent or the trustee for the payment of the principal of, or
any premium or interest on, any debt securities that remains
unclaimed at the end of two years after such principal, premium or
interest has become due and payable will be repaid to us, and the
holder of the debt security thereafter may look only to us for
payment thereof.
Governing Law
The indenture and the debt securities will be governed by and
construed in accordance with the laws of the State of New York,
except to the extent that the Trust Indenture Act is
applicable.
Subordination of Subordinated Debt Securities
The subordinated debt securities will be unsecured and will be
subordinate and junior in priority of payment to certain of our
other indebtedness to the extent described in a prospectus
supplement.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of Common Stock, Preferred
Stock and/or debt securities in one or more series. We may issue
warrants independently or together with Common Stock, Preferred
Stock and/or debt securities, and the warrants may be attached to
or separate from these securities. While the terms summarized below
will apply generally to any warrants that we may offer, we will
describe the particular terms of any series of warrants in more
detail in the applicable prospectus supplement. The terms of any
warrants offered under a prospectus supplement may differ from the
terms described below.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement,
including a form of warrant certificate, that describes the terms
of the particular series of warrants we are offering before the
issuance of the related series of warrants. The following summaries
of material provisions of the warrants and the warrant agreements
are subject to, and qualified in their entirety by reference to,
all the provisions of the warrant agreement and warrant certificate
applicable to the particular series of warrants that we may offer
under this prospectus. We urge you to read the applicable
prospectus supplements related to the particular series of warrants
that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete warrant agreements and
warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the terms
of the series of warrants being offered, including:
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the offering price and aggregate number of warrants
offered; |
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the currency for which the warrants may be purchased; |
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if applicable, the designation and terms of the securities with
which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such
security; |
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|
if applicable, the date on and after which the warrants and the
related securities will be separately transferable; |
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|
in the case of warrants to purchase debt securities, the
principal amount of debt securities purchasable upon exercise of
one warrant and the price at which, and currency in which, this
principal amount of debt securities may be purchased upon such
exercise; |
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in the case of warrants to purchase Common Stock or Preferred
Stock, the number of shares of Common Stock or Preferred Stock, as
the case may be, purchasable upon the exercise of one warrant and
the price at which these shares may be purchased upon such
exercise; |
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|
the effect of any merger, consolidation, sale or other
disposition of our business on the warrant agreements and the
warrants; |
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|
the terms of any rights to redeem or call the warrants; |
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|
any provisions for changes to or adjustments in the exercise
price or number of securities issuable upon exercise of the
warrants; |
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|
the dates on which the right to exercise the warrants will
commence and expire; |
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|
the manner in which the warrant agreements and warrants may be
modified; |
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|
a discussion of any material or special U.S. federal income tax
consequences of holding or exercising the warrants; |
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|
the terms of the securities issuable upon exercise of the
warrants; and |
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any other specific terms, preferences, rights or limitations of
or restrictions on the warrants. |
Unless we otherwise indicate in the applicable prospectus
supplement, before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities
purchasable upon such exercise, including:
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in the case of warrants to purchase debt securities, the right
to receive payments of principal of, or premium, if any, or
interest on the debt securities purchasable upon exercise or to
enforce covenants in the applicable indenture; or |
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in the case of warrants to purchase Common Stock or Preferred
Stock, the right to receive dividends, if any, or payments upon our
liquidation, dissolution or winding up or to exercise voting
rights, if any. |
Exercise of Warrants
Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the
exercise price that we describe in the applicable prospectus
supplement. Holders of the warrants may exercise the warrants at
any time up to the specified time on the expiration date that we
set forth in the applicable prospectus supplement. After the
specified time on the expiration date, unexercised warrants will
become void.
Holders of the warrants may exercise the warrants by delivering the
warrant certificate representing the warrants to be exercised
together with specified information, and paying the required amount
to the warrant agent or the Company, as applicable, in immediately
available funds, as provided in the applicable prospectus
supplement. We will set forth on the reverse side of the warrant
certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to
deliver to the warrant agent upon exercise.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the
securities purchasable upon such exercise. If fewer than all of the
warrants represented by the warrant certificate are exercised, then
we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender securities as all
or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus
supplement, the warrants and warrant agreements will be governed by
and construed in accordance with the laws of the State of New
York.
Enforceability of Rights by Holders of Warrants
Each warrant agent, if any, will act solely as our agent under the
applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A
single bank or trust company may act as warrant agent for more than
one issue of warrants. A warrant agent will have no duty or
responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any
demand upon us. Any holder of a warrant may, without the consent of
the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and
receive the securities purchasable upon exercise of, its
warrants.
DESCRIPTION OF UNITS
We may issue, in one more series, units consisting of Common Stock,
Preferred Stock, debt securities and/or warrants for the purchase
of Common Stock, Preferred Stock and/or debt securities in any
combination. While the terms we have summarized below will apply
generally to any units that we may offer under this prospectus, we
will describe the particular terms of any series of units in more
detail in the applicable prospectus supplement. The terms of any
units offered under a prospectus supplement may differ from the
terms described below.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of unit agreement, if
any, that describes the terms of the series of units we are
offering, and any supplemental agreements, before the issuance of
the related series of units. The following summaries of material
terms and provisions of the units are subject to, and qualified in
their entirety by reference to, all the provisions of the unit
agreement, if any, and any supplemental agreements applicable to a
particular series of units, if any. We urge you to read the
applicable prospectus supplements related to the particular series
of units that we may offer under this prospectus, as well as any
related free writing prospectuses and the complete unit agreement,
if any, and any supplemental agreements that contain the terms of
the units.
General
Each unit will be issued so that the holder of the unit is also the
holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued,
if any, may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time
before a specified date.
We will describe in the applicable prospectus supplement the terms
of the series of units being offered, including:
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the designation and terms of the units and of the securities
comprising the units, including whether and under what
circumstances those securities may be held or transferred
separately; |
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any provisions of any governing unit agreement that differ from
those described below; and |
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any provisions for the issuance, payment, settlement, transfer
or exchange of the units or of the securities comprising the
units. |
The provisions described in this section, as well as those
described under the headings “Description of Capital Stock,”
“Description of Debt Securities” and “Description of Warrants” will
apply to each unit and to any Common Stock, Preferred Stock, debt
security or warrant included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in such numerous distinct
series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent, if any, will act solely as our agent under the
applicable unit agreement and will not assume any obligation or
relationship of agency or trust with any holder of any unit. A
single bank or trust company may act as unit agent for more than
one series of units. A unit agent will have no duty or
responsibility in case of any default by us under the applicable
unit agreement, if any, or unit, including any duty or
responsibility to initiate any proceedings at law or otherwise, or
to make any demand upon us. Any holder of a unit may, without the
consent of the related unit agent, if any, or the holder of any
other unit, enforce by appropriate legal action its rights as a
holder under any security included in the unit.
Title
We, and any unit agent and any of their agents, may treat the
registered holder of any unit certificate as an absolute owner of
the units evidenced by that certificate for any purpose and as the
person entitled to exercise the rights attaching to the units so
requested, despite any notice to the contrary. See the section
entitled “Legal Ownership of Securities” below.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or in the form of one or
more global securities. We describe global securities in greater
detail below. We refer to those persons who have securities
registered in their own names on the books that we or any
applicable trustee, depositary or warrant agent maintain for this
purpose as the “holders” of those securities. These persons are the
legal holders of the securities. We refer to those persons who,
indirectly through others, own beneficial interests in securities
that are not registered in their own names, as “indirect holders”
of those securities. As we discuss below, indirect holders are not
legal holders, and investors in securities issued in book-entry
form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify
in the applicable prospectus supplement. This means securities may
be represented by one or more global securities registered in the
name of a financial institution that holds them as depositary on
behalf of other financial institutions that participate in the
depositary’s book-entry system. These participating institutions,
which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their
customers.
Only the person in whose name a security is registered is
recognized as the holder of that security. Securities issued in
global form will be registered in the name of the depositary or its
participants. Consequently, for securities issued in global form,
we will recognize only the depositary as the holder of the
securities, and we will make all payments on the securities to the
depositary. The depositary passes along the payments it receives to
its participants, which in turn pass the payments along to their
customers who are the beneficial owners. The depositary and its
participants do so under agreements they have made with one another
or with their customers; they are not obligated to do so under the
terms of the securities.
As a result, investors in a book-entry security will not own
securities directly. Instead, they will own beneficial interests in
a global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system
or holds an interest through a participant. As long as the
securities are issued in global form, investors will be indirect
holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities in
non-global form. In these cases, investors may choose to hold their
securities in their own names or in “street name.” Securities held
by an investor in street name would be registered in the name of a
bank, broker or other financial institution that the investor
chooses, and the investor would hold only a beneficial interest in
those securities through an account he or she maintains at that
institution.
For securities held in street name, we or any applicable trustee or
depositary will recognize only the intermediary banks, brokers and
other financial institutions in whose names the securities are
registered as the holders of those securities, and we or any
applicable trustee or depositary will make all payments on those
securities to them. These institutions pass along the payments they
receive to their customers who are the beneficial owners, but only
because they agree to do so in their customer agreements or because
they are legally required to do so. Investors who hold securities
in street name will be indirect holders, not legal holders, of
those securities.
Legal Holders
Our obligations, as well as the obligations of any applicable
trustee or any third party employed by us or a trustee, run only to
the legal holders of the securities. We do not have obligations to
investors who hold beneficial interests in global securities, in
street name or by any other indirect means. This will be the case
whether an investor chooses to be an indirect holder of a security
or has no choice because we are issuing the securities only in
global form.
For example, once we make a payment or give a notice to the legal
holder, we have no further responsibility for the payment or notice
even if that legal holder is required, under agreements with its
participants or customers or by law, to pass such payment or notice
along to the indirect holders but does not do so. Similarly, we may
want to obtain the approval of the legal holders to amend an
indenture, to relieve us of the consequences of a default or of our
obligation to comply with a particular provision of the indenture
or for other purposes. In such an event, we would seek approval
only from the legal holders, and not the indirect holders, of the
securities. Whether and how the legal holders contact the indirect
holders is up to the legal holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you
should check with your own institution to find out:
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how it handles securities payments and notices; |
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whether it imposes fees or charges; |
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how it would handle a request for the holders’ consent, if ever
required; |
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whether and how you can instruct it to send you securities
registered in your own name so you can be a legal holder, if that
is permitted in the future; |
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how it would exercise rights under the securities if there were
a default or other event triggering the need for holders to act to
protect their interests; and |
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if the securities are in book-entry form, how the depositary’s
rules and procedures will affect these matters. |
Global Securities
A global security is a security that represents one or any other
number of individual securities held by a depositary. Generally,
all securities represented by the same global securities will have
the same terms.
Each security issued in book-entry form will be represented by a
global security that we issue to, deposit with and register in the
name of a financial institution or its nominee that we select. The
financial institution that we select for this purpose is called the
depositary. Unless we specify otherwise in the applicable
prospectus supplement, DTC will be the depositary for all
securities issued in book-entry form.
A global security may not be transferred to or registered in the
name of anyone other than the depositary, its nominee or a
successor depositary, unless special termination situations arise.
We describe those situations below under the section titled
“Special Situations When a Global Security Will Be Terminated.” As
a result of these arrangements, the depositary, or its nominee,
will be the sole registered owner and holder of all securities
represented by a global security, and investors will be permitted
to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank
or other financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an investor
whose security is represented by a global security will not be a
legal holder of the security, but only an indirect holder of a
beneficial interest in the global security.
If the prospectus supplement for a particular security indicates
that the security will be issued in global form only, then the
security will be represented by a global security at all times
unless and until the global security is terminated. If termination
occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held
through any book-entry clearing system.
Special Considerations for Global Securities
The rights of an indirect holder relating to a global security will
be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating
to securities transfers. We do not recognize an indirect holder as
a legal holder of securities and instead deal only with the
depositary that holds the global security.
If securities are issued only in the form of a global security, an
investor should be aware of the following:
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an investor cannot cause the securities to be registered in his
or her name, and cannot obtain non-global certificates for his or
her interest in the securities, except in the special situations we
describe below; |
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an investor will be an indirect holder and must look to his or
her own bank or broker for payments on the securities and
protection of his or her legal rights relating to the securities,
as we describe above; |
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an investor may not be able to sell interests in the securities
to some insurance companies and to other institutions that are
required by law to own their securities in non-book-entry
form; |
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an investor may not be able to pledge his or her interest in a
global security in circumstances where certificates representing
the securities must be delivered to the lender or other beneficiary
of the pledge in order for the pledge to be effective; |
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the depositary’s policies, which may change from time to time,
will govern payments, transfers, exchanges and other matters
relating to an investor’s interest in a global security; |
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we and any applicable trustee have no responsibility for any
aspect of the depositary’s actions or for its records of ownership
interests in a global security, nor do we or any applicable trustee
supervise the depositary in any way; |
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the depositary may, and we understand that DTC will, require
that those who purchase and sell interests in a global security
within its book-entry system use immediately available funds, and
your broker or bank may require you to do so as well; and |
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financial institutions that participate in the depositary’s
book-entry system, and through which an investor holds its interest
in a global security, may also have their own policies affecting
payments, notices and other matters relating to the
securities. |
There may be more than one financial intermediary in the chain of
ownership for an investor. We do not monitor and are not
responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be
Terminated
In a few special situations described below, the global security
will terminate and interests in it will be exchanged for physical
certificates representing those interests. After that exchange, the
choice of whether to hold securities directly or in street name
will be up to the investor. Investors must consult their own banks
or brokers to find out how to have their interests in securities
transferred to their own name, so that they will be direct holders.
We have described the rights of holders and street name investors
above.
Unless we provide otherwise in the applicable prospectus
supplement, the global security will terminate when the following
special situations occur:
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if the depositary notifies us that it is unwilling, unable or
no longer qualified to continue as depositary for that global
security and we do not appoint another institution to act as
depositary within 90 days; |
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if we notify any applicable trustee that we wish to terminate
that global security; or |
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if an event of default has occurred with regard to securities
represented by that global security and such event of default has
not been cured or waived. |
The applicable prospectus supplement may also list additional
situations for terminating a global security that would apply only
to the particular series of securities covered by the applicable
prospectus supplement. When a global security terminates, the
depositary, and neither the Company nor any applicable trustee, is
responsible for deciding the names of the institutions that will be
the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus from time to
time pursuant to underwritten public offerings, direct sales to the
public, “at the market” offerings, negotiated transactions, block
trades or a combination of these methods. We may sell such
securities to or through underwriters or dealers, through agents or
directly to one or more purchasers. We may distribute such
securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to such prevailing market prices; or |
Each time we offer and sell securities, we will provide a
prospectus supplement or supplements (and any related free writing
prospectus that we may authorize to be provided to you) that will
describe the terms of the offering of the securities, including, to
the extent applicable:
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the name or names of the underwriters or agents, if any; |
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the purchase price of the securities or other consideration
therefor, and the proceeds, if any, we will receive from the
sale; |
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any over-allotment or other options under which underwriters
may purchase additional securities from us; |
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any agency fees or underwriting discounts and other items
constituting agents’ or underwriters’ compensation; |
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any public offering price; |
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any discounts or concessions allowed or reallowed or paid to
dealers; and |
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any securities exchange or market on which the securities may
be listed. |
Only underwriters named in the prospectus supplement applicable to
such offering will be underwriters of the securities offered by
such prospectus supplement.
If underwriters are used in the sale, they will acquire the
securities for their own account and may resell the securities from
time to time in one or more transactions at a fixed public offering
price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be
subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions,
the underwriters will be obligated to purchase all of the
securities offered by the prospectus supplement, other than
securities covered by any over-allotment or other option. Any
public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may change from time to time. We may
use underwriters with whom we have a material relationship. We will
describe the nature of any such relationship in the applicable
prospectus supplement naming the underwriter.
We may sell securities directly or through agents we designate from
time to time. We will name any agent involved in the offering and
sale of securities and we will describe any commissions we will pay
to the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers from
certain types of institutional investors to purchase securities
from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. We will
describe the conditions to these contracts and the commissions we
must pay for solicitation of these contracts in the prospectus
supplement.
We may provide agents and underwriters with indemnification against
civil liabilities, including liabilities under the Securities Act,
or contribution with respect to payments that the agents or
underwriters may make with respect to these liabilities. Agents and
underwriters may engage in transactions with, or perform services
for, us in the ordinary course of business.
All securities we may offer, other than Common Stock, will be new
issues of securities with no established trading market. Any
underwriters may make a market in these securities, but will not be
obligated to do so and may discontinue any market making at any
time without notice. We cannot guarantee the liquidity of the
trading markets for any securities.
Any underwriter may engage in over-allotment, stabilizing
transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act.
Over-allotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do
not exceed a specified maximum price. Syndicate-covering or other
short-covering transactions involve purchases of the securities,
either through exercise of the over-allotment option or in the open
market after the distribution is completed, to cover short
positions. Penalty bids permit the underwriters to reclaim a
selling concession from a dealer when the securities originally
sold by the dealer are purchased in a stabilizing or covering
transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise
be. If commenced, the underwriters may discontinue any such
activities at any time.
Any underwriters that are qualified market makers on The Nasdaq
Global Select Market may engage in passive market making
transactions in the Common Stock on The Nasdaq Global Select Market
in accordance with Regulation M under the Exchange Act, during
the business day prior to the pricing of the offering, before the
commencement of offers or sales of the Common Stock. Passive market
makers must comply with applicable volume and price limitations and
must be identified as passive market makers. In general, a passive
market maker must display its bid at a price not in excess of the
highest independent bid for such security; if all independent bids
are lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain
purchase limits are exceeded. Passive market making may stabilize
the market price of the securities at a level above that which
might otherwise prevail in the open market and, if commenced, may
be discontinued at any time.
In compliance with guidelines of the Financial Industry Regulatory
Authority (“FINRA”), the maximum consideration or discount to be
received by any FINRA member or independent broker dealer may not
exceed 8% of the aggregate amount of the securities offered
pursuant to this prospectus and any applicable prospectus
supplement.
LEGAL MATTERS
The validity of the securities being offered by this prospectus
will be passed upon by Paul Hastings LLP, San Diego, California.
Additional legal matters may be passed upon for us or any
underwriters, dealers or agents, by counsel that we will name in
the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Inseego Corp. appearing in
Inseego Corp.’s Annual Report on Form 10-K for the years ended
December 31, 2020 and 2019 and Inseego Corp.’s internal control
over financial reporting as of December 31, 2020, have been audited
by Marcum LLP, independent registered public accounting firm, as
set forth in their reports thereon, included therein, and
incorporated herein by reference. Such financial statements are
incorporated herein in reliance upon the reports of Marcum LLP
pertaining to such financial statements and our internal control
over financial reporting as of the respective dates given on the
authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
Available Information
This prospectus is part of a registration statement that we have
filed with the SEC relating to the securities to be offered. This
prospectus does not contain all of the information we have included
in the registration statement and the accompanying exhibits and
schedules in accordance with the rules and regulations of the SEC,
and we refer you to the omitted information. The statements this
prospectus makes pertaining to the content of any contract,
agreement or other document that is an exhibit to the registration
statement necessarily are summaries of their material provisions
and do not describe all exceptions and qualifications contained in
those contracts, agreements or documents. You should read those
contracts, agreements or documents for information that may be
important to you. The registration statement, exhibits and
schedules are available at the SEC’s Internet website.
You should rely only on information in this prospectus or
incorporated by reference herein. We have not authorized any person
to provide you with different information. We are not making an
offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date of the
front page of this prospectus, regardless of the time of delivery
of this prospectus or any sale of the securities offered by this
prospectus.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. The SEC maintains an Internet
website at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers
that file electronically with the SEC, including Inseego. You may
also access our reports and proxy statements free of charge at our
Internet website, http://www.inseego.com.
Incorporation by Reference
The rules of the SEC allow us to incorporate by reference in this
prospectus the information in other documents that we file with it,
which means that we can disclose important information to you by
referring you to those documents that we have filed separately with
the SEC. You should read the information incorporated by reference
because it is an important part of this prospectus. We hereby
incorporate by reference the following information or documents
into this prospectus:
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our Annual Report on
Form 10-K for the year ended December 31, 2020 filed on March
1, 2021, and the amendment thereto filed on
Form 10-K/A on April 30, 2021; |
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|
the information specifically incorporated by reference into our
Annual Report on Form 10-K for the year ended December 31, 2020
from our Definitive Proxy Statement on
Schedule 14A, filed with the SEC on June 21, 2021; |
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|
our Quarterly Reports on Form 10-Q for the quarters ended on
March 31, 2021,
June 30, 2021 and
September 30, 2021, filed with the SEC on May 6, 2021, August
5, 2021 and November 5, 2021, respectively; |
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|
our Current Reports on Form 8-K filed with the SEC on
January 26, 2021,
February 25, 2021,
March 1, 2021 (Item 5.02),
March 16, 2021,
April 6, 2021,
June 10, 2021,
June 15, 2021,
July 1, 2021,
August 2, 2021,
August 4, 2021,
September 3, 2021 and
October 25, 2021 (as amended on
October 26, 2021); and |
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|
the description our Common Stock contained in the registration
statement on
Form 8-A filed with the SEC on September 29, 2000, including
any amendments or reports filed for the purpose of updating such
description, as amended by the current report on
Form 8-K12G3, dated November 9, 2016. |
Any information in any of the foregoing documents will
automatically be deemed to be modified or superseded to the extent
that information in this prospectus or in a later filed document
that is incorporated or deemed to be incorporated herein by
reference modifies or replaces such information.
We also incorporate by reference any future filings (other than
current reports furnished under Item 2.02 or Item 7.01 of
Form 8-K and exhibits filed on such form that are related to
such items unless such Form 8-K expressly provides to the contrary)
made with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act until we file a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold. Information in such future filings updates and supplements
the information provided in this prospectus. Any statements in any
such future filings will automatically be deemed to modify and
supersede any information in any document we previously filed with
the SEC that is incorporated or deemed to be incorporated herein by
reference to the extent that statements in the later filed document
modify or replace such earlier statements.
Upon written or oral request, we will provide to each person,
including any beneficial owner, without charge, a copy of any or
all of the documents that are incorporated by reference into this
prospectus but not delivered with the prospectus, including
exhibits which are specifically incorporated by reference into such
documents. Requests should be directed to: Inseego Corp.,
Attention: Shareholder Services, 9710 Scranton Road, Suite 200, San
Diego, CA 92121, telephone (858) 812-3400.
$100,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
___________________________
PROSPECTUS
____________________________
February 14, 2022
1,536,265 Shares of Common Stock
_________________
PROSPECTUS SUPPLEMENT
____________________________
November 22, 2022
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