Washington, D.C. 20549

Date of Report (Date of earliest event reported): November 2, 2023
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction
of incorporation)
(Commission file number)
(I.R.S. Employer
identification number)
9710 Scranton Road, Suite 200
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 812-3400
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareINSGNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
        Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 2.02.    Results of Operations and Financial Condition.
The information in “Item 2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K and in Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a filing under the Exchange Act or the Securities Act of 1933, as amended, only if such subsequent filing specifically references such disclosure in this Form 8-K.
On November 2, 2023, Inseego Corp. issued a press release containing preliminary financial results for the quarter ended September 30, 2023.
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2023
Inseego Corp.
By:/s/ Steven Gatoff
Steven Gatoff
Chief Financial Officer

Exhibit 99.1

Inseego Reports Third Quarter 2023 Financial Results
Q3 2023 total revenue of $48.6 million
Recorded net loss of $21.8 million; delivered positive adjusted EBITDA of $4.0 million for Q3 2023
5G Fixed Wireless Access (FWA) revenue represented 23.0% of total revenue and grew 29.0% year-over-year

SAN DIEGO—November 2, 2023—Inseego Corp. (Nasdaq: INSG) (the “Company”), a leader in 5G edge cloud solutions,
today reported its results for the third quarter of 2023 ending September 30, 2023. The Company reported third quarter total
revenue of $48.6 million, GAAP operating loss of $18.4 million, GAAP net loss of $21.8 million, GAAP net loss of $0.19 per
share, adjusted EBITDA of $4.0 million, and non-GAAP net loss of $0.16 per share. Cash and cash equivalents at quarter end was $18.9 million.
“We remain focused on maintaining profitability as we transition from 4G to 5G. While supply chain challenges are impacting our business in the near term, we are well positioned to capitalize on the newly developing 5G FWA market”, said Ashish Sharma, CEO of Inseego. “During the last year, our enterprise and SMB customer base has grown by almost 56,000 customers, all driven by our 5G FWA and cloud portfolio. While the FWA market is taking a bit of time to develop, we remain focused on driving success with the early customer base we have established.”
Recent Business Highlights
Total revenue for Q3 2023 was $48.6 million
5G revenue accounted for 54.0% of Q3 2023 total revenue
Cloud software revenue was 30.0% of Q3 2023 revenue
5G FWA revenue grew 29.0% YoY driven by over 56,000 new enterprise and SMB customers signed up during the last year
GAAP margin was 3.9%; Non-GAAP gross margin increased year-over-year from 26.4% to 33.0% as the revenue mix continued to shift to higher-margin products
Operating expenses dropped to lowest in over two years
Delivered 3rd straight quarter of positive cash flow and adjusted EBITDA
Steven Gatoff joined as Chief Financial Officer in September
Philip Brace joined our Board of Directors in September
Steve Harmon joined as Chief Revenue Officer in October

“We continue to optimize and align our spend with near-term customer demand and our revenue trajectory” said Steven Gatoff,
Chief Financial Officer of Inseego. “We’re focused on managing the decline of legacy 4G revenue as we look to drive growth in 5G. In the current quarter, we see our recent cost savings actions helping to alleviate some of the revenue pressures and we are focused on delivering profitability as we manage through the transition”.
Q4 2023 Guidance
– 4G mobile hotspot revenue to decline as the product category goes end-of-life
– Total revenue is anticipated to be in the range of $40.0 million to $42.0 million for Q4 2023
– Adjusted EBITDA for Q4 2023 expected to be in the range of positive $1.5 million to $2.0 million

Conference Call Information
Inseego will host a conference call and live webcast today at 5:00 p.m. ET. A Q&A session will be held live directly after the prepared remarks. To access the conference call:
Online, visit https://investor.inseego.com/events-presentations
Phone-only participants can pre-register by navigating to https://dpregister.com/sreg/10183330/faad83f75e
Those without internet access or unable to pre-register may dial in by calling:
In the United States, call 1-844-282-4463
International parties can access the call at 1-412-317-5613
An audio replay of the conference call will be available one hour after the call through November 16, 2023. To hear the replay, parties in the United States may call 1-877-344-7529 and enter access code 3005255 followed by the # key. International parties may call 1-412-317-0088. In addition, the Inseego Corp. press release will be accessible from the Company's website before the conference call begins.
About Inseego Corp.
Inseego Corp. (Nasdaq: INSG) is the industry leader in 5G Enterprise cloud WAN solutions with millions of end customers and thousands of enterprise and SMB customers on its 4G, 5G and cloud platforms. Inseego’s 5G Edge Cloud combines the industry’s best 5G technology, rich cloud networking features and intelligent edge applications. Inseego powers new business experiences by connecting distributed sites and workforces, securing enterprise data and improving business outcomes with intelligent operational visibility---all over a 5G network. For more information on Inseego, visit www.inseego.com #Putting5GtoWork

©2023. Inseego Corp. All rights reserved. The Inseego name and logo are registered trademarks of Inseego Corp. Other company, product or service names mentioned herein are the trademarks of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
Some of the information presented in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “may,” “estimate,” “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “will” and similar words and phrases indicating future results. The information presented in this news release related to our future business outlook, the future demand for our products, and other statements that are not purely historical facts are forward-looking. These forward-looking statements are based on management’s current expectations, assumptions, estimates, and projections. They are subject to significant risks and uncertainties that could cause results to differ materially from those anticipated in such forward-looking statements. We, therefore, cannot guarantee future results, performance, or achievements. Actual results could differ materially from our expectations.
Factors that could cause actual results to differ materially from the Company’s expectations include: (1) the future demand for wireless broadband access to data and asset management software and services and our ability to accurately forecast; (2) the growth of wireless wide-area networking and asset management software and services; (3) customer and end-user acceptance of the Company’s current product and service offerings and market demand for the Company’s anticipated new product and service offerings; (4) dependence on a small number of customers for a significant portion of the Company’s revenues and accounts receivable; (5) increased competition and pricing pressure from participants in the markets in which the Company is engaged; (6) dependence on third-party manufacturers and key component suppliers worldwide; (7) the impact that new or adjusted tariffs may have on the cost of components or our products, and our ability to sell products internationally; (8) the impact of fluctuations of foreign currency exchange rates; (9) the impact of supply chain challenges on our ability to source components and manufacture our products; (10) unexpected liabilities or expenses; (11) the Company’s ability to introduce new

products and services in a timely manner, including the ability to develop and launch 5G products at the speed and functionality required by our customers; (12) litigation, regulatory and IP developments related to our products or components of our products; (13) the Company’s ability to raise additional financing when the Company requires capital for operations or to satisfy corporate obligations; (14) the Company’s plans and expectations relating to acquisitions, divestitures, strategic relationships, international expansion, software and hardware developments, personnel matters, and cost containment initiatives, including restructuring activities and the timing of their implementations; (15) the global semiconductor shortage and any related price increases or supply chain disruptions, (16) the potential impact of COVID-19 or other global public health emergencies on the business, (17) the impact of high rates of inflation and rising interest rates, and (18) the impact of geopolitical instability on our business.
These factors, as well as other factors set forth as risk factors or otherwise described in the reports filed by the Company with the SEC (available at www.sec.gov), could cause results to differ materially from those expressed in the Company’s forward-looking statements. The Company assumes no obligation to update publicly any forward-looking statements, even if new information becomes available or other events occur in the future, except as otherwise required under applicable law and our ongoing reporting obligations under the Securities Exchange Act of 1934, as amended.

Non-GAAP Financial Measures
Inseego Corp. has provided financial information in this press release that has not been prepared in accordance with GAAP. Adjusted EBITDA, non-GAAP net loss, non-GAAP net loss per share and non-GAAP operating costs and expenses, for example, exclude preferred stock dividends, share-based compensation expense, amortization of intangible assets purchased through acquisitions, amortization of discount and issuance costs related to our 2025 Notes and revolving credit facility, fair value adjustments on derivative instruments, a one-time prior period adjustment related to unamortized debt discount and loss on debt extinguishment pertaining to our 2025 Notes, and other non-recurring expenses. Adjusted EBITDA excludes interest, taxes, depreciation, amortization (unrelated to acquisitions and the 2025 Notes), impairment of capitalized software, impairment of long-lived assets, and foreign exchange gains and losses.
Adjusted EBITDA, non-GAAP net loss, non-GAAP net loss per share and non-GAAP operating costs and expenses are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures have limitations as an analytical tool. They are not intended to be used in isolation or as a substitute for operating expenses, net loss, net loss per share or any other performance measure determined in accordance with GAAP. We present these non-GAAP financial measures because we consider them to be an important supplemental performance measure.
We use these non-GAAP financial measures to make operational decisions, evaluate our performance, prepare forecasts and determine compensation. Further, management and investors benefit from referring to these non-GAAP financial measures in assessing our performance when planning, forecasting and analyzing future periods. Share-based compensation expenses are expected to vary depending on the number of new incentive award grants issued to both current and new employees, the number of such grants forfeited by former employees, and changes in our stock price, stock market volatility, expected option term and risk-free interest rates, all of which are difficult to estimate. In calculating non-GAAP financial measures, we exclude certain non-cash and one-time items to facilitate comparability of our operating performance on a period-to-period basis because such expenses are not, in our view, related to our ongoing operational performance. We use this view of our operating performance to compare it with the business plan and individual operating budgets and in the allocation of resources.
We believe that these non-GAAP financial measures are helpful to investors in providing greater transparency to the information used by management in its operational decision-making. The Company believes that using these non-GAAP financial measures also facilitates comparing our underlying operating performance with other companies in our industry, which use similar non-GAAP financial measures to supplement their GAAP results.

In the future, we expect to continue to incur expenses similar to the non-GAAP adjustments described above, and the exclusion of these items in the presentation of our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Investors and potential investors are cautioned that material limitations are associated with using non-GAAP financial measures as an analytical tool. The limitations of relying on non-GAAP financial measures include, but are not limited to, the fact that other companies, including other companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative tool.
Investors and potential investors are encouraged to review the reconciliation of our non-GAAP financial measures in this press release with our GAAP financial results.

Investor Relations Contact:


(In thousands, except share and per share data)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
Net revenues:
IoT & Mobile Solutions$41,357 $62,633 $131,367 $172,129 
Enterprise SaaS Solutions7,226 6,534 21,567 20,279 
Total net revenues48,583 69,167 152,934 192,408 
Cost of net revenues:
IoT & Mobile Solutions43,560 48,209 105,011 131,805 
Enterprise SaaS Solutions3,128 3,002 8,945 9,505 
Total cost of net revenues46,688 51,211 113,956 141,310 
Gross profit1,895 17,956 38,978 51,098 
Operating costs and expenses:
Research and development8,951 15,417 27,127 47,597 
Sales and marketing5,355 8,295 17,975 25,789 
General and administrative4,906 5,720 16,703 20,101 
Amortization of purchased intangible assets424 433 1,277 1,319 
Write-down of capitalized software611 — 1,115 — 
Total operating costs and expenses20,247 29,865 64,197 94,806 
Operating loss(18,352)(11,909)(25,219)(43,708)
Other (expense) income:
Loss on debt conversion and extinguishment, net— — — (450)
Interest expense, net(2,891)(2,034)(6,902)(6,621)
Other (expense) income, net(578)(1,758)875 (3,145)
Total other expense(3,469)(3,792)(6,027)(10,216)
Loss before income taxes(21,821)(15,701)(31,246)(53,924)
Income tax (benefit) provision (16)42 600 (582)
Net loss(21,805)(15,743)(31,846)(53,342)
Series E preferred stock dividends(756)(691)(2,218)(2,029)
Net loss attributable to common stockholders $(22,561)$(16,434)$(34,064)$(55,371)
Per share data:
Net loss per common share:
Basic and diluted$(0.19)$(0.15)$(0.30)$(0.52)
Weighted-average shares used in computation of net loss per common share:
Basic and diluted116,967,545 107,747,468 112,247,219 106,977,201 


(In thousands, except par value and share data)
 June 30,
December 31,
Current assets:
Cash and cash equivalents$18,946 $7,143 
Accounts receivable, net of provision for credit losses of $1,101 and $541, respectively
17,435 25,259 
Inventories21,916 37,976 
Prepaid expenses and other5,562 7,978 
Total current assets63,859 78,356 
Property, plant and equipment, net of accumulated depreciation of $28,240 and $26,049, respectively
3,597 5,390 
Rental assets, net of accumulated depreciation of $5,037 and $5,484, respectively
5,037 4,816 
Intangible assets, net of accumulated amortization of $42,138 and $31,629, respectively
35,057 41,383 
Goodwill21,922 21,922 
Right-of-use assets5,819 6,662 
Other assets1,464 488 
Total assets$136,755 $159,017 
Current liabilities:
Accounts payable$30,980 $29,018 
Accrued expenses and other current liabilities28,917 27,945 
Total current liabilities59,897 56,963 
Long-term liabilities:
2025 Notes, net159,541 158,427 
Revolving credit facility, net— 6,919 
Deferred tax liabilities, net278 323 
Other long-term liabilities7,822 6,503 
Total liabilities227,538 229,135 
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, par value $0.001; 2,000,000 shares authorized:
Series E Preferred stock, par value $0.001; 39,500 shares designated, 25,000 shares issued and outstanding, liquidation preference of $1,000 per share (plus any accrued but unpaid dividends)— — 
Common stock, par value $0.001; 150,000,000 shares authorized, 117,024,709 and 108,468,150 shares issued and outstanding, respectively
117 108 
Additional paid-in capital808,203 793,855 
Accumulated other comprehensive loss(7,288)(6,329)
Accumulated deficit(891,815)(857,752)
Total stockholders’ deficit(90,783)(70,118)
Total liabilities and stockholders’ deficit$136,755 $159,017 

(In thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
Cash flows from operating activities:
Net loss$(21,805)$(15,743)$(31,846)$(53,342)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization5,451 6,981 16,270 20,936 
Provision for credit losses368 44 612 29 
Write-down of capitalized software611 — 1,115 — 
Provision for excess and obsolete inventory6,701 434 7,011 1,330 
Share-based compensation expense2,267 2,406 6,030 15,892 
Amortization of debt discount and debt issuance costs1,071 450 2,048 2,472 
Fair value adjustment on derivative instrument— — — (902)
Loss on debt conversion and extinguishment, net— — — 450 
Deferred income taxes82 (127)177 (223)
Right-of-use assets223 (13)437 1,057 
Changes in assets and liabilities:
Accounts receivable7,470 (5,800)7,703 (561)
Inventories1,512 4,222 7,685 (5,926)
Prepaid expenses and other assets1,009 (377)1,479 2,723 
Accounts payable(3,944)(7,341)1,162 (13,548)
Accrued expenses, income taxes, and other8,945 8,016 2,561 6,276 
Operating lease liabilities(239)(257)(41)(1,366)
Net cash provided by (used in) operating activities9,722 (7,105)-710500022,403 (24,703)
Cash flows from investing activities:
Purchases of property, plant and equipment(242)(144)(403)(1,203)
Additions to capitalized software development costs(1,673)(3,020)(6,114)(9,242)
Net cash used in investing activities(1,915)(3,164)(6,517)(10,445)
Cash flows from financing activities:
Net borrowing (repayment) of bank and overdraft facilities— (317)79 (458)
Principal payments under finance lease obligations— — — (62)
Proceeds from a public offering— — 6,057 — 
Principal payments on financed assets— (337)(360)(1,567)
Borrowings on revolving credit facility— — 
Borrowings (Repayments) on revolving credit facility(3,253)4,500 (7,851)4,500 
Payment of debt issuance costs on revolving credit facility(1,126)(1,126)
Proceeds from stock option exercises and employee stock purchase plan, net of taxes paid on vested restricted stock units80 49 196 
Net cash (used in) provided by financing activities(3,251)2,800 (2,026)1,483 
Effect of exchange rates on cash(775)1,172 (2,057)1,916 
Net increase (decrease) in cash, cash equivalents and restricted cash3,781 (6,297)11,803 (31,749)
Cash, cash equivalents and restricted cash, beginning of period15,165 24,360 7,143 49,812 
Cash, cash equivalents and restricted cash, end of period$18,946 $18,063 $18,946 $18,063 

Reconciliation of GAAP Net Loss Attributable to Common Shareholders to Non-GAAP Net Loss
(In thousands, except per share data)
Three Months Ended
September 30, 2023
Nine Months Ended
September 30, 2023
Net LossNet Loss Per ShareNet LossNet Loss Per Share
GAAP net loss attributable to common shareholders$(22,561)$(0.19)$(34,064)$(0.30)
Preferred stock dividends(a)
756 0.01 2,218 0.02 
Share-based compensation expense2,267.4 0.02 6,030 0.05 
Purchased intangibles amortization424 — 1,277 0.01 
Debt discount and issuance costs amortization(b)
881 0.01 1,819 0.02 
Non-GAAP net loss$(18,233)$(0.16)$(22,720)$(0.20)
Note: Amounts may not foot due to rounding.
(a)     Includes accrued dividends on Series E Preferred Stock.
(b)    Includes the debt discount and issuance costs amortization related to the 2025 Notes, and the issuance costs related to the revolving credit facility.

See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.


Reconciliation of GAAP Operating Costs and Expenses to Non-GAAP Operating Costs and Expenses
Three Months Ended September 30, 2023
(In thousands)
Share-based compensation expensePurchased intangibles amortizationNon-GAAP
Cost of net revenues
$46,688 $251 $— $46,437 
Operating costs and expenses:
Research and development
8,951 599 — 8,352 
Sales and marketing
5,355 373 — 4,982 
General and administrative
4,906 1,044 — 3,862 
Amortization of purchased intangible assets
424 — 424 — 
Write-down of purchased intangible assets611 — — 611 
Total operating costs and expenses
$20,247 $2,016 $424 $17,807 
$2,266 $424 

See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.


Reconciliation of GAAP Operating Costs and Expenses to Non-GAAP Operating Costs and Expenses
Nine Months Ended September 30, 2023
(In thousands)
GAAPShare-based compensation expensePurchased intangibles amortizationNon-GAAP
Cost of net revenues$113,956 $657 $— $113,299 
Operating costs and expenses:
Research and development27,127 1,291 — 25,836 
Sales and marketing17,975 1,093 — 16,882 
General and administrative16,703 2,989 — 13,714 
Amortization of purchased intangible assets1,277 — 1,277 — 
Write-down of purchased intangible assets1,115 — — 1,115 
Total operating costs and expenses$64,197 $5,373 $1,277 $57,547 
Total$6,030 $1,277 
See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.

Reconciliation of GAAP Net Loss Attributable to Common Shareholders to Adjusted EBITDA
(In thousands)
Three Months Ended
September 30, 2023
Nine Months Ended September 30, 2023
GAAP net loss attributable to common shareholders(22,561)$(34,064)
Preferred stock dividends(a)
756 2,218 
Income tax provision (benefit)(16)600 
Depreciation and amortization5,451 16,270 
Share-based compensation expense2,267 6,030 
Write-down of capitalized software611 1,115 
Right-of-use asset impairment469 
Interest expense, net(b)
2,891 6,902 
Inventory adjustment - E&O and contract manufacturer liability13,058 13,058 
Write-off of capitalized inventory order fees924 924 
578 (875)
Adjusted EBITDA$3,959 $12,647 

(a)    Includes accrued dividends on Series E Preferred Stock.
(b) Includes the debt discount and issuance costs amortization related to the 2025 Notes, and the issuance costs related to the revolving credit facility.
(c)    Primarily relates to foreign exchange gains and losses.

See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.


Quarterly Net Revenues by Product Grouping
(In thousands)
Three Months Ended
 September 30, 2023June 30, 2023March 31, 2023December 31, 2022September 30, 2022
IoT & Mobile Solutions $41,357 $46,383 $43,627 $46,272 $62,633 
Enterprise SaaS Solutions7,226 7,174 7,167 6,643 6,534 
Total net revenues$48,583 $53,557 $50,794 $52,915 $69,167 


May 03, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 02, 2023
Entity Registrant Name INSEEGO CORP.
Entity Central Index Key 0001022652
Entity Incorporation, State or Country Code DE
Entity File Number 001-38358
Entity Tax Identification Number 81-3377646
Entity Address, Address Line One 9710 Scranton Road
Entity Address, Address Line Two Suite
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92121
City Area Code 858
Local Phone Number 812-3400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol INSG
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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