Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 2020, Inseego Corp. (the "Company") entered into a privately-negotiated exchange agreement (the "Agreement") with one investor holding the Company's 5.50% Convertible Senior Notes due 2022 ("Notes"), which were issued in accordance with the terms of that certain Indenture, dated January 9, 2017, by and between the Company and Wilmington Trust, National Association, acting as trustee (the "Indenture"). Pursuant to the Agreement, the investor will exchange $12,500,000 million aggregate principal amount of outstanding Notes (the "Exchanged Notes") for 2,890,825 shares of the Company's common stock, par value $0.001 per share ("Exchange Shares"). The investor has agreed to waive any accrued but unpaid interest on the Exchanged Notes. The transactions contemplated by the Agreement are anticipated to close on January 17, 2020.

The Exchange Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

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