Inseego Corp 10-K for FY2023

Inseego Corp. (INSG)

10-K 2024-02-22 For: 2023-12-31

Added on April 11, 2026

About this 10-K

Inseego Corp filed this 10-K on February 22, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $195.69M; down 20.2% from $245.32M a year earlier
Net loss: $46.19M; compared with a net loss of $67.97M a year earlier
Diluted EPS: -$4.32; compared with -$6.59 a year earlier

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Delaware		81-3377646
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

9710 Scranton Road, Suite 200
San Diego,	California	92121
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	INSG	Nasdaq Global Select Market


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	x	Smaller reporting company	x

		Emerging growth company	☐


		Page
PART I

Item 1.	Business	5

Item 1A.	Risk Factors	10

Item 1B.	Unresolved Staff Comments	30

Item 1C.	Cybersecurity	30

Item 2.	Properties	32

Item 3.	Legal Proceedings	32

Item 4.	Mine Safety Disclosures	32

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33

Item 6.	Reserved	33

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 8.	Financial Statements and Supplementary Data	45

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	45

Item 9A.	Controls and Procedures	45

Item 9B.	Other Information	45

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	46

Item 11.	Executive Compensation	46

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46

Item 13.	Certain Relationships and Related Transactions, and Director Independence	46

Item 14.	Principal Accountant Fees and Services	46

PART IV

Item 15.	Exhibit and Financial Statement Schedules	46

Item 16.	Form 10-K Summary	48

SIGNATURES		49

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1


	Year Ended December 31,
	2023				2022
Revenues:

Mobile solutions	$	80,498	41.1	%	$	143,524	58.5	%
Fixed wireless access solutions	54,900		28.1		43,602		17.8
Product revenues	135,398		69.2		187,126		76.3
Services and other	60,290		30.8		58,197		23.7
Total revenues	195,688		100.0		245,323		100.0
Cost of revenues:
Product	127,157		65.0		161,943		66.0
Services and other	16,077		8.2		16,471		6.7
Total cost of revenues	143,234		73.2		178,414		72.7
Gross profit	52,454		26.8		66,909		27.3
Operating costs and expenses:
Research and development	21,513		11.0		38,290		15.6
Sales and marketing	21,504		11.0		32,825		13.4
General and administrative	20,721		10.6		26,208		10.7
Depreciation and amortization	19,759		10.1		24,490		10.0
Impairment of capitalized software	5,239		2.7		3,014		1.2
Total operating costs and expenses	88,736		45.3		124,827		50.9
Operating loss	(36,282)		(18.5)		(57,918)		(23.6)
Other income (expense):
Interest expense, net	(9,072)		(4.6)		(8,606)		(3.5)
Other income (expense), net	54		—		(1,910)		(0.8)
Loss before income taxes	(45,300)		(23.1)		(68,434)		(27.9)
Income tax provision (benefit)	885		0.5		(465)		(0.2)
Net loss	(46,185)		(23.6)		(67,969)		(27.7)
Series E preferred stock dividends	(2,991)		(1.5)		(2,736)		(1.1)
Net loss attributable to common stockholders	$	(49,176)	(25.1)	%	$	(70,705)	(28.8)	%


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Year Ended December 31,				Change
Product Category	2023		2022		$		%
Mobile solutions	$	80,498	$	143,524	$	(63,026)	(43.9)	%
Fixed wireless access solutions	54,900		43,602		11,298		25.9
Product revenues	135,398		187,126		(51,728)		(27.6)
Services and other	60,290		58,197		2,093		3.6
Total	$	195,688	$	245,323	$	(49,635)	(20.2)


	Year Ended December 31,				Change
Product Category	2023		2022		$		%
Product	$	127,157	$	161,943	$	(34,786)	(21.5)	%
Services and other	16,077		16,471		(394)		(2.4)
Total	$	143,234	$	178,414	$	(35,180)	(19.7)


	Year Ended		Three Months Ended
	December 31, 2023		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
Revenues:
Mobile solutions	$	80,498	$	16,029	$	22,534	$	18,895	$	23,040
Fixed wireless access solutions	54,900		12,411		11,114		19,505		11,870
Product revenues	135,398		28,440		33,648		38,400		34,910
Services and other	60,290		14,314		14,935		15,157		15,884
Total revenues	195,688		42,754		48,583		53,557		50,794
Cost of revenues:
Product	127,157		25,782		42,788		30,620		27,967
Services and other	16,077		3,496		3,900		4,041		4,640
Total cost of revenues	143,234		29,278		46,688		34,661		32,607
Gross profit	$	52,454	$	13,476	$	1,895	$	18,896	$	18,187


	Year Ended		Three Months Ended
	December 31, 2022		December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022
Revenues:
Mobile solutions	$	143,524	$	21,469	$	40,292	$	37,469	$	44,294
Fixed wireless access solutions	43,602		16,467		14,173		9,935		3,027
Product revenues	187,126		37,936		54,465		47,404		47,321
Services and other	58,197		14,980		14,702		14,452		14,063
Total revenues	$	245,323	$	52,916	$	69,167	$	61,856	$	61,384
Cost of revenues:
Product	161,943		33,021		46,777		39,953		42,192
Services and other	16,471		4,082		4,434		4,011		3,944
Total cost of revenues	178,414		37,103		51,211		43,964		46,136
Gross profit	$	66,909	$	15,813	$	17,956	$	17,892	$	15,248


	Year Ended December 31,				Change
Operating costs and expenses	2023		2022		$		%
Research and development	$	21,513	$	38,290	$	(16,777)	(43.8)	%
Sales and marketing	21,504		32,825		(11,321)		(34.5)
General and administrative	20,721		26,208		(5,487)		(20.9)
Depreciation and amortization	19,759		24,490		(4,731)		(19.3)
Impairment of capitalized software	5,239		3,014		2,225		73.8
Total	$	88,736	$	124,827	$	(36,091)	(28.9)


	Year Ended December 31,				Change
Other income (expense)	2023		2022		$		%
Interest expense, net	(9,072)		(8,606)		(466)		5.4
Other income (expense), net	54		(1,910)		1,964		(102.8)
Total	$	(9,018)	$	(10,516)	$	1,498	(14.2)


Exhibit No.						Description

3.1						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed November 9, 2016).

3.2						Amended and Restated Bylaws of Inseego Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed November 9, 2016).

3.3						Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed August 13, 2019).

3.4						Certificate of Amendment to Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 10, 2020).

3.5						Certificate of Amendment of Certificate of Incorporation of Inseego Corp., dated January 23, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed January 23, 2024).

4.1						Form of Inseego Corp. Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 9, 2016).

4.2						Description of Equity Securities Registered under Section 12 of the Exchange Act. (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on March 1, 2021).

4.3						Base Indenture, dated May 12, 2020, between Inseego Corp. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed May 12,

4.4						First Supplemental Indenture, dated May 12, 2020, between Inseego Corp. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed May 12, 2020).
4.5						Form of 3.25% convertible senior note due 2025 (incorporated by reference Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed August 10, 2020).

4.6						Registration Rights Agreement, dated August 6, 2018, by and among Inseego Corp. and the Investors identified on Exhibit A to the Securities Purchase Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed August 7, 2018).


10.1*						Amended and Restated Inseego Corp. 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company ’s Current Report on Form 8-K (File No. 001-38358), filed on August 9, 2022).

10.2*						Change in Control Agreement dated September 25, 2017 between Inseego Corp. and Ashish Sharma (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on form 10-K, filed March 3, 2023).

10.3*						Form of Indemnification (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 21, 2017).


Exhibit No.						Description
10.4*						Amended Inseego Corp. 2018 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company ’s Current Report on Form 8-K (File No. 001-38358), filed on August 9, 2022).

10.5						Securities Purchase Agreement, dated August 6, 2018, by and among Inseego Corp. and the Investors identified on Exhibit A thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 7, 2018).

10.6*						Inseego Corp. Executive Officer Clawback Policy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 30, 2023).

10.7						Equity Distribution Agreement, dated as of January 25, 2021, by and between Inseego Corp. and Canaccord Genuity LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 26, 2021).

10.8*						Offer Letter dated September 12, 2023 between Inseego Corp. and Steven Gatoff. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 3, 2023).

10.9*						Change in Control Agreement dated October 25, 2021 between Inseego Corp. and Robert G. Barbieri (incorporated by reference to Exhibit 10.3 to the Company’s Current on Form 8-K/A, filed October 26, 2021).

10.10						Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp. (as Guarantor) (incorporate d by reference to the Company ’s (incoroporated by reference to Exhibit 10.3 to the Company ’s Quarterly Report on form 10-Q, filed November 3, 2022 .

10.11						First Amendment, dated as of December 15, 2022, to Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp. (as Guarantor) (incorporated by reference to Exhibit 10.20 t o the Company ’s Annual Report on form 10-K, filed March 3, 2023).

10.12						Third Amendment, dated as of May 2, 2023, to Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp. (as Guarantor) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q, filed on May 3, 2023).

10.13						Exit Fee Letter Agreement, dated May 2, 2023, between Inseego Wireless, Inc., South Ocean Funding, LLC, and North Sound Ventures, LP. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q, filed on May 3, 2023).

21**						Subsidiaries of Inseego Corp.

23.1**						Consent of Independent Registered Public Accounting Firm (Marcum LLP).

31.1**						Certification of our Principal Executive Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**						Certification of our Principal Financial Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	Year Ended December 31,
	2023		2022
Net cash provided by (used in) operating activities	$	7,165	$	(33,289)
Net cash used in investing activities	(10,169)		(13,319)
Net cash provided by financing activities	2,211		5,427
Effect of exchange rates on cash	1,169		(1,488)
Net increase (decrease) in cash, cash equivalents and restricted cash	376		(42,669)
Cash, cash equivalents and restricted cash, beginning of period	7,143		49,812
Cash, cash equivalents and restricted cash, end of period	$	7,519	$	7,143


Exhibit No.						Description
*						Management contract, compensatory plan or arrangement
**						Filed herewith


	December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	7,519	$	7,143

Accounts receivable, net of allowance for expected credit losses of $1,113 and $541, respectively	22,616		25,259
Inventories	22,880		37,976
Prepaid expenses and other	5,211		7,978
Total current assets	58,226		78,356
Property, plant and equipment, net of accumulated depreciation of $28,920 and $26,049, respectively	2,758		5,390
Rental assets, net of accumulated depreciation of $7,003 and $5,484, respectively	5,083		4,816
Intangible assets, net of accumulated amortization of $39,987 and $31,629, respectively	27,140		41,383
Goodwill	21,922		21,922
Operating lease right-of-use assets	5,412		6,662
Other assets	1,256		1,420
Total assets	$	121,797	$	159,949
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	24,795	$	29,018
Accrued expenses and other current liabilities	27,022		27,945
Revolving credit facility, net	4,094		—
Total current liabilities	55,911		56,963
Long-term liabilities:
2025 Notes, net	159,912		158,427
Revolving credit facility, net	—		7,851
Operating lease liabilities	5,039		5,903
Deferred tax liabilities, net	680		323
Other long-term liabilities	2,360		600
Total liabilities	223,902		230,067
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 as of December 31, 2023 and 2022 (aggregate liquidation preference of $35,123)	—		—
Common stock, par value $0.001; 150,000,000 shares authorized, 11,878,557 shares issued and outstanding as of December 31, 2023 and 10,846,815 shares issued and outstanding as of December 31, 2022 (*)	12		11
Additional paid-in capital (*)	810,138		793,952
Accumulated other comprehensive loss	(5,327)		(6,329)
Accumulated deficit	(906,928)		(857,752)
Total stockholders’ deficit	(102,105)		(70,118)


	Year Ended December 31,
	2023		2022
Cash flows from operating activities:
Net loss	$	(46,185)	$	(67,969)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	22,522		27,206
Fair value adjustment on derivative instrument	—		(926)
Provision for expected credit losses	446		189
Impairment of capitalized software	5,239		3,014
Provision for excess and obsolete inventory	9,562		2,614
Write-off of capitalized inventory order fees	1,275		—
Impairment of operating lease right-of-use assets	469		—
Share-based compensation expense	7,444		17,875
Amortization of debt discount and debt issuance costs	1,953		2,960
Loss on debt conversion and extinguishment, net	—		450

Deferred income taxes	388		(570)
Non-cash operating lease expense	1,726		1,268

Changes in assets and liabilities, net of effects of divestiture:
Accounts receivable	1,891		2,441
Inventories	669		(3,065)
Prepaid expenses and other assets	2,441		5,642
Accounts payable	(1,860)		(26,313)
Accrued expenses other liabilities	1,110		3,450
Operating lease liabilities	(1,925)		(1,555)
Net cash provided by (used in) operating activities	7,165		(33,289)
Cash flows from investing activities:

Purchases of property, plant and equipment	(704)		(1,481)

Additions to capitalized software development costs and purchases of intangible assets	(9,465)		(11,838)
Net cash used in investing activities	(10,169)		(13,319)
Cash flows from financing activities:



Report of Independent Registered Public Accounting Firm (PCAOB ID #688)			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statements of Comprehensive Loss			F-5
Consolidated Statements of Stockholders’ Deficit			F-6
Consolidated Statements of Cash Flows			F-7
Notes to Consolidated Financial Statements			F-8


	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Deficit
	Shares	Amount		Shares (*)	Amount
Balance, December 31, 2021	25	$	—	10,538	$	105	$	770,619	$	(787,047)	$	(8,531)	$	(24,854)
Net loss	—	—		—	—		—		(67,969)		—		(67,969)
Foreign currency translation adjustment	—	—		—	—		—		—		2,202		2,202
Adjustment relating to extinguishment of 2022 Notes	—	—		—	—		1,728		—		—		1,728
Exercise of stock options, vesting of RSUs and stock issued under ESPP	—	—		310	3		1,187		—		—		1,190
Taxes withheld on net settled vesting of RSUs	—	—		(1)	—		(290)		—		—		(290)
Share-based compensation	—	—		—	—		17,875		—		—		17,875
Series E preferred stock dividends	—	—		—	—		2,736		(2,736)		—		—
Impact of retroactively adjusted stock split					(97)		97
Balance, December 31, 2022	25	—		10,847	11		793,952		(857,752)		(6,329)		(70,118)
Net loss	—	—		—	—		—		(46,185)		—		(46,185)
Foreign currency translation adjustment	—	—		—	—		—		—		1,002		1,002
Vesting of RSUs and stock issued under ESPP, net of taxes withheld	—	—		228	3		(308)		—		—		(305)
Issuance of common shares in connection with a public offering, net of issuance costs	—	—		804	8		6,049		—		—		6,057
Share-based compensation	—	—		—	—		7,444		—		—		7,444
Series E preferred stock dividends	—	—		—	—		2,991		(2,991)		—		—
Impact of retroactively adjusted reverse stock split					(10)		10						—
Balance, December 31, 2023	25	$	—	11,879	$	12	$	810,138	$	(906,928)	$	(5,327)	$	(102,105)


	December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Finite-lived intangible assets:
Developed technologies	$	4,751	$	(4,465)	$	286
Trademarks and trade names	9,513		(7,950)		1,563
Customer relationships	8,500		(7,447)		1,053
Capitalized software development costs	41,275		(17,320)		23,955
Other	2,884		(2,805)		79
Total finite-lived intangible assets	$	66,923	$	(39,987)	26,936
Indefinite-lived intangible assets:
In-process capitalized software development costs					204
Total intangible assets					$	27,140


2024	$	11,115
2025	6,617
2026	3,151
2027	2,716
2028	2,166
Thereafter	1,171
Total	$	26,936


	December 31, 2023		December 31, 2022
Volatility	77	%	50	%
Stock price	$2.20 per share		$8.40 per share
Credit spread	92.20	%	56.52	%
Term	1.34 years		2.34 years
Dividend yield	—	%	—	%
Risk-free rate	4.60	%	4.35	%


Balance at December 31, 2021	$	41,629
Increases related to current and prior year tax positions	1,286
Balance at December 31, 2022	42,915
Increases related to current and prior year tax positions	506
Decreases from lapses of statute of limitations and prior year tax positions	(30,782)
Balance at December 31, 2023	$	12,639


	Stock Options Outstanding	Weighted-Average Exercise Price Per Option		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding — December 31, 2021	808,579	$	48.05
Granted	150,500	46.30
Exercised	(37,069)	13.70
Canceled	(108,714)	79.65
Outstanding — December 31, 2022	813,296	$	46.50
Granted	82,825	4.13
Exercised	—	—
Canceled	(350,249)	38.39
Outstanding — December 31, 2023	545,872	$	44.16	6.30	$	1
Vested and Expected to Vest — December 31, 2023	504,839	$	45.74	6.08	$	—
Exercisable — December 31, 2023	365,246	$	49.57	5.07	$	—


	Number of Shares	Weighted-Average Grant-Date Fair Value
Non-vested — December 31, 2021	124,772	76.54
Granted	254,405	45.08
Vested	(227,882)	45.32
Forfeited	(33,458)	34.52
Non-vested — December 31, 2022	117,837	73.30
Granted	366,713	5.78
Vested	(246,706)	12.92
Forfeited	(34,836)	39.77
Non-vested — December 31, 2023	203,008	19.84


	Year Ended December 31,
(in thousands)	2023	2022
Convertible notes	1,291	1,409
Non-qualified stock options	546	813
Restricted stock units	203	118
Employee Stock Purchase Plan	25	43
Total	2,065	2,383


	Balance Sheet Classification	December 31, 2023			December 31, 2022
Operating right-of-use assets, net	Operating lease right-of-use assets	$	5,412		$	6,662

Current operating lease liabilities	Accrued expenses and other current liabilities	$	1,681		$	1,759
Non-current operating lease liabilities	Operating lease liabilities	5,039			5,903
Total operating lease liabilities		$	6,720		$	7,662

Weighted-average remaining lease term (in years)		4.2			4.1
Weighted-average discount rate		9.0		%	9.0		%


	Year Ended December 31, 2023
	2023		2022

Operating lease costs included in operating costs and expenses	$	2,303	$	2,453


2024	$	2,208
2025	1,904
2026	1,878
2027	1,282
2028	148
Thereafter	723
Total minimum operating lease payments	8,143
Less: amounts representing interest	(1,423)
Present value of net minimum operating lease payments	6,720
Less: current portion	(1,681)
Long-term portion of operating lease obligations	$	5,039


Name of Subsidiary						Jurisdiction of Incorporation or Organization
Inseego Wireless, Inc.						Delaware
Inseego Wireless UK Limited						United Kingdom
Inseego Japan K.K.						Japan
Inseego India Private Limited						India
Novatel Wireless Australia Pty Ltd.						Australia
Novatel Wireless Asia Ltd.						Hong Kong
Novatel Wireless (Italy) S.r.l.						Italy
Novatel Wireless (Shanghai) Co. Ltd.						China
Inseego North America, LLC						Oregon
Inseego SA (Pty) Ltd.						South Africa
DigiCore International Proprietary Limited						South Africa
Inseego Finance Ltd.						United Kingdom
Inseego International Holdings Ltd.						United Kingdom
Inseego Europe Holdings Ltd.						United Kingdom
Inseego Ltd						United Kingdom
Inseego Europe B.V.						Netherlands
Inseego Ireland Limited						Ireland
Inseego UK Limited						United Kingdom
Inseego Eastern Europe Holdings Ltd.						United Kingdom
Inseego ANZ Holdings B.V.						Netherlands
Inseego Australia Pty Ltd.						Australia
Ctrack Asia Sdn. Bhd.						Malaysia
Inseego New Zealand Ltd.						New Zealand
Inseego Benelux B.V.						Netherlands
Inseego Belgium						Belgium
Inseego France SáRL						France
Inseego Deutschland GmbH						Germany



(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




/s/ ASHISH SHARMA
Ashish Sharma
Chief Executive Officer (principal executive officer)




/s/ STEVEN GATOFF
Steven Gatoff
Chief Financial Officer (principal financial officer)




			•						the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and




			•						the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.