Sec Form 13D Filing - Golden Harbor Ltd. filing for INSEEGO CORP COM (INSG) - 2024-11-12

This amendment (this “Amendment No. 11”) further amends and supplements the statement on Schedule 13D filed on August 10, 2018 by Golden Harbor Ltd. (“Golden Harbor”) and Joe Lewis, as amended by Amendment No. 1 filed on September 7, 2018, Amendment No. 2 filed on December 20, 2018, Amendment No. 3 filed on March 29, 2019, Amendment No. 4 filed on July 25, 2019, Amendment No. 5 filed on August 13, 2019, Amendment No. 6 filed on April 2, 2020, Amendment No. 7 filed on May 15, 2020, Amendment No. 8 filed on December 16, 2020, Amendment No. 9 filed on September 24, 2021 and Amendment No. 10 filed on July 2, 2024 (as amended, the “Original Filing”) with respect to the common stock, par value $0.001 (the “Common Stock”) of Inseego Corp. (the “Issuer”). Amendment No. 7 was the initial statement on Schedule 13D in respect of the Common Stock of the Issuer for Braslyn Ltd. and Tavistock Financial, LLC. Amendment No. 10 was the initial statement on Schedule 13D in respect of the Common Stock of the Issuer for Tavistock Holdings, Inc. (“Tavistock Holdings”). Tavistock Financial, LLC previously reported that it had ceased to be a beneficial owner of more than 5% of the outstanding shares of the Common Stock of the Issuer. The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 11. Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Filing.

Item 3 is hereby amended by the addition of the following:

The disclosures set forth below in Item 4 of this Amendment regarding the Exchange are incorporated herein.

Item 4 is hereby amended by the addition of the following:

On November 6, 2024, the Issuer completed the Exchange described in Amendment No. 10, with Golden Harbor surrendering to the Issuer $24,456,000 in outstanding 2025 Notes in exchange for payment of $11,039.17 in accrued but unpaid interest arising under the 2025 Notes, $10,000,000 in principal amount of 9% Senior Secured Notes due 2029 (the “2029 Notes”), 697,736 shares of the Issuer’s Common Stock and Exchange Warrants to purchase 453,528 shares of the Issuer’s Common Stock.

The Exchange Warrants are exercisable immediately at a price of $12.12 per share of the Issuer’s Common Stock (subject to customary adjustment terms) and expire on November 6, 2028. The 2029 Notes bear interest at a rate of 9% per annum from issuance until their maturity on May 1, 2029, which interest is payable in cash. The holders of the 2029 Notes may require the Issuer to redeem them upon certain fundamental changes affecting the Issuer, and the Issuer may elect to redeem all or any portion of the 2029 Notes for cash at any time and from time to time on or before the trading day prior to the maturity of the 2029 Notes.

The Issuer filed a Form 8-K with the Securities and Exchange Commission on November 12, 2024 (the “Issuer 8-K”), further describing the Exchange Warrants and the 2029 Notes. The descriptions of the transactions and agreements set forth herein do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such respective agreements, filed as Exhibits to the Issuer 8-K.

Item 5(a) and (b) is hereby amended and restated to read as follows:

 

(a) (b) For information regarding beneficial ownership, voting power and dispositive power, see the information presented on the cover pages. All percentages are based on 13,237,154 shares of Issuer’s Common Stock outstanding, which is the sum of (i) 12,282,552 shares of the Issuer’s Common Stock outstanding as of July 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024, (ii) 35,689 shares of the Issuer’s Common Stock subject to vested restricted stock units, (iii) 465,385 shares of the Issuer’s Common Stock issuable upon exercise of the Loan Warrants and (iv) 453,528 shares of the Issuer’s Common Stock issuable upon exercise of the Exchange Warrants.

Item 5(c) is hereby amendment by the addition of the following:

Item 6 is hereby amended by the addition of the following:

The disclosures set forth above in Item 4 of this Amendment regarding the Exchange are incorporated herein.

In connection with t he Exchange, Golden Harbor and the Issuer made and entered into that certain Exchange Agreement (the “2024 Exchange Agreement”) as of November 6, 2024, providing for the Exchange described in Item 4, as well as the Registration Rights Agreement (the “2024 Registration Rights Agreement”) providing Golden Harbor with customary registration rights in respect of the shares of Common Stock that it acquired in the Exchange and the shares of Common Stock that it may acquire upon exercise of the Exchange Warrants, pursuant to which the Issuer agreed to file a registration statement with the SEC within six months following the closing date of the Exchange. The Registration Rights Agreement also provides Golden Harbor with “piggy-back” registration rights, subject to certain requirements and customary conditions. Golden Harbor and the Issuer also agreed (in the “Exchange Letter Agreement”) that even if Golden Harbor’s broker has not yet effected the surrender of the 2025 Notes and the acceptance of the 2029 Notes, Golden Harbor shall not sell, assign or otherwise transfer such 2025 Notes and Golden Harbor shall use its best efforts to cause such notes to be formally canceled as soon as possible, while the Issuer shall perform its obligations under the 2024 Exchange Agreement as if such formal cancelation had already occurred.

The summaries set forth herein regarding the 2024 Exchange Agreement, Exchange Warrants, the 2024 Registration Rights Agreement and the 2029 Notes are qualified in each case by reference to the full text of the applicable document, each of which was filed by the Issuer as an exhibit to the Issuer 8-K. The summary set forth herein regarding the Exchange Letter Agreement is qualified by reference to the full text of the Exchange Letter Agreement, which is filed as an exhibit hereto.

Item 7 is hereby amended by the addition of the following:

	GOLDEN HARBOR LTD.
	By:	/s/Paul Higgs
		Name: Paul Higgs
		Title: Director
	BRASLYN LTD.
	By:	/s/Paul Higgs
		Name: Paul Higgs
		Title: Director
	TAVISTOCK HOLDINGS, INC.
	By:	/s/Thomas B. Youth
		Name: Thomas B. Youth
		Title: Vice President
	JOSEPH C. LEWIS
	/s/Joseph C. Lewis