INSEEGO CORP. 8-K

What Happened On January 14, 2026, Inseego Corp. (INSG) entered an Exchange Agreement with an affiliate of Mubadala Capital to surrender and forfeit all 25,000 outstanding shares of its Fixed‑Rate Cumulative Perpetual Preferred Stock, Series E. The preferred shares had a liquidation value of $42.0 million as of December 31, 2025. In exchange the holder received consideration with an aggregate value of approximately $26.0 million: $10.0 million in cash (one‑third paid at closing, remainder in two equal installments at the six‑ and twelve‑month anniversaries), 767,165 common shares, and $8.0 million of additional principal on the company’s existing 9.0% Senior Secured Notes due 2029. The newly issued Senior Secured Notes carry the same terms as the notes originally issued November 6, 2024. The Exchange Agreement also provides the holder customary registration rights; Inseego agreed to file a registration statement within six months of closing.

Key Details

• Preferred surrendered: 25,000 shares of Series E; liquidation value $42.0M (as of 12/31/2025).
• Consideration: aggregate ≈ $26.0M — ~38% discount to the $42.0M liquidation value.
• Components: $10.0M cash (1/3 paid at closing, remaining in two equal payments at 6 and 12 months), 767,165 common shares issued, and $8.0M additional principal on 9.0% Senior Secured Notes due 2029.
• Registration rights: company to file an SEC registration statement within six months for the issued common shares.

Why It Matters This transaction eliminates the Series E preferred claim (with $42M stated liquidation value) and replaces it with a mix of cash, equity and secured debt worth roughly $26M. For investors, that means: (1) reduced preferred‑stock obligation on the company’s balance sheet, (2) issuance of 767,165 new common shares which dilutes existing shareholders, and (3) an $8.0M increase in secured note principal (9.0% notes), which increases secured debt and related interest obligations. The cash payment schedule also creates near‑term cash outflows (one‑third of $10M paid at closing, the rest over the next 12 months). The registration rights may allow resale of the issued shares once the registration statement is effective.