Current Report Filing (8-k)
November 22 2022 - 04:07PM
Edgar (US Regulatory)
0001022652 false 0001022652 2022-11-22
2022-11-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 22, 2022
INSEEGO CORP.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-38358 |
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81-3377646 |
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS Employer
Identification No.)
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9710 Scranton Road,
Suite 200
San Diego,
California
92121
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(858)
812-3400
_______________________________
(Former Name, or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
INSG |
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
On
November 22, 2022, Inseego Corp. (the “Company”) filed a 424(b)(3)
prospectus supplement pursuant to which up to 1,536,265 shares of
the Company’s common stock, par value $0.001 per share (the
“Shares”), were registered for resale pursuant to a Registration
Statement on Form S-3ASR (File No. 333-238057), filed by the
Company with the U.S. Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended, on May 7,
2020, as amended by that certain Post-Effective Amendment No. 1 to
Form S-3, filed with the SEC on February 14, 2022, as further
amended by that certain Post-Effective Amendment No. 2 to Form S-3,
filed with the SEC on March 9, 2022, as further amended by that
certain Post-Effective Amendment No. 3 to Form S-3, filed with the
SEC on August 9, 2022. A copy of the opinion of Latham &
Watkins LLP relating to the legality of the issuance and sale of
the Shares is attached as Exhibit 5.1 hereto.
| Item 9.01 |
Financial Statements and
Exhibits. |
(d) Exhibits.
The
following Exhibits are filed with this report:
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5.1 |
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Opinion of Latham & Watkins
LLP. |
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23.1 |
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Consent of Latham & Watkins
LLP (included in Exhibit 5.1). |
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104 |
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Cover Page Interactive Data File,
formatting Inline Extensible Business Reporting Language
(iXBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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INSEEGO
CORP. |
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| Date: November 22,
2022 |
By: |
/s/ Kurt E. Scheuerman |
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Name:
Kurt E. Scheuerman |
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Title:
Chief Administrative Officer and General Counsel |
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