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    Amendment: SEC Form SC 13D/A filed by Inseego Corp.

    11/12/24 5:13:28 PM ET
    $INSG
    Telecommunications Equipment
    Telecommunications
    Get the next $INSG alert in real time by email
    SC 13D/A 1 ff4105168_13da11-golden.htm



    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    SCHEDULE 13D
    (RULE 13D - 101)
    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
    AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
    (Amendment No. 11)*
    Inseego Corp.
    (Name of Issuer)
    Common Stock, $0.001 par value per share
    (Title of Class of Securities)

    45782B302
    (CUSIP Number)

    Josh La Grange
    Fried, Frank, Harris, Shriver & Jacobson LLP
    801 17th Street, NW, Washington, DC 20006
    202-639-7497
    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)


    November 6, 2024
    (Date of Event which Requires Filing of this Statement)
    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
    * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
    The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



    CUSIP No. 45782B302
    1
    NAMES OF REPORTING PERSONS
     
     
     
    Golden Harbor Ltd.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
     
    OO (See Item 4)
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
     
    The Bahamas
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
     0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
     
    2,267,078
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
     0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
     
    2,267,078
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
     
    2,267,078
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
     
    17.1%*
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
     
    OO
     
     
     
     

    * See Item 5.



    CUSIP No. 45782B302
    1
    NAMES OF REPORTING PERSONS
     
     
     
    Braslyn Ltd.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
     
    The Bahamas
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
     0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
     
    761,483
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
     0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
     
    761,483
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
     
    761,483
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
     
    5.8%*
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
     
    OO
     
     
     
     

     
    * See Item 5.



    CUSIP No. 45782B302
    1
    NAMES OF REPORTING PERSONS
     
     
     
    Tavistock Holdings, Inc.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
     
    Florida
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
     0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
     
    35,689
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
     0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
     
    35,689
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
     
    35,689
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
     
    0.3%*
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
     
    OO
     
     
     
     

     
    * See Item 5.



    CUSIP No. 45782B302
    1
    NAMES OF REPORTING PERSONS
     
     
     
    Joe Lewis
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
     
    OO (See Item 4)
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
     
    United Kingdom
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
     0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
     
    3,064,251
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
     0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
     
    3,064,251
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
     
    3,064,251
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
     
    23.1%*
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
     
    IN
     
     
     
     

     
    * Item 5.





    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.
    Source and Amount of Funds or Other Consideration.

    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.
    Purpose of Transaction.

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

    Exchange
    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.
    Interest in Securities of the Issuer.

    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:
    (c) Other than as described in Item 4 of this Amendment, none of the Reporting Persons nor any of the persons listed on Schedule A has engaged in any transaction in the Common Stock in the past 60 days, except that Tavistock Holdings has an interest in 7,655 Issuer restricted stock units issued on September 30, 2024, as disclosed by Tavistock Holdings in a Form 4 filed with the SEC on October 2, 2024.
    Item 6.
    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

    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 the 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.
    Material to be Filed as Exhibits.

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

    Exhibit No.
    Description
    Exhibit 19
     
    Form of Inseego Corp. Common Stock Purchase Warrant, dated as of November 6, 2024 (incorporated herein by reference to Exhibit 10.3 of the Issuer 8-K).
    Exhibit 20
    Registration Rights Agreement, made and entered into as of November 6, 2024 by and among Inseego Corp. and stockholders including Golden Harbor Ltd. (incorporated by reference herein to Exhibit 10.4 of the Issuer 8-K).
    Exhibit 21
    Form of Inseego Corp. 9% Senior Secured Notes due 2029 (incorporated by reference herein to Exhibit 4.2(b) of the of the Issuer 8-K).
    Exhibit 22
    Form of Exchange Agreement, made and entered into as of November 6, 2024 by and among Inseego Corp. and Golden Harbor Ltd. (incorporated by reference herein to Exhibit 10.1 of the Issuer 8-K).
    Exhibit 23
    Exchange Letter Agreement, dated November 6, 2024, between Inseego Corp. and Golden Harbor Ltd.





    SIGNATURES
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
    Dated:  November 12, 2024
     
    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
     
      
     
     
         











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    • Wireless Broadband Leader Inseego Unveils the Wavemaker 5G Cellular Router FX4100 and Wavemaker Mesh Wi-Fi X700 for T-Mobile for Business

      SAN DIEGO, May 29, 2025 (GLOBE NEWSWIRE) -- Inseego Corp. (NASDAQ:INSG), a global leader in wireless broadband, including 5G mobile broadband, and 5G fixed wireless access (FWA) solutions, today announced the launch of their first 5G Advanced solutions, the Inseego Wavemaker™ 5G cellular router FX4100 and Inseego Wavemaker™ mesh Wi-Fi X700, designed exclusively for T-Mobile for Business customers. This advanced router with optional Wi-Fi mesh node delivers unparalleled connectivity and performance for locations without the need for dedicated onsite IT resources, making it the ideal solution for small- and medium-sized enterprises (SMEs), retail locations, restaurants, branch offices, tem

      5/29/25 8:05:00 AM ET
      $INSG
      Telecommunications Equipment
      Telecommunications
    • Inseego Selected for Preliminary Inclusion in the Russell 2000® Index

      SAN DIEGO, May 27, 2025 (GLOBE NEWSWIRE) -- Inseego Corp. (NASDAQ:INSG) ("Inseego" or the "Company"), a global leader in wireless broadband, including 5G mobile broadband and 5G fixed wireless access (FWA) solutions, today announced it has been selected for preliminary inclusion in the Russell 2000® Index, based on the May 23, 2025, preliminary additions list published by FTSE Russell. Final membership and index assignments will be confirmed following the annual reconstitution, which takes effect after the market closes on June 28, 2025. The Russell 2000® Index is a widely followed benchmark for small-cap U.S. equities and includes the smallest 2,000 companies in the broader Russell 300

      5/27/25 8:05:00 AM ET
      $INSG
      Telecommunications Equipment
      Telecommunications
    • Inseego Strengthens Carrier Partnerships with Addition of Two Industry Leaders to Sales Team

      SAN DIEGO, May 20, 2025 (GLOBE NEWSWIRE) -- Inseego Corp. (NASDAQ:INSG), a global leader in wireless broadband, including 5G mobile broadband and 5G fixed wireless access (FWA) solutions, today announced the appointment of two highly respected industry leaders to its Carrier Sales team. These strategic additions will play a critical role in advancing Inseego's leadership in mobile broadband and enterprise FWA solutions with Tier-1 carrier partners. Both executives join Inseego as Vice Presidents within the Carrier Sales team, bringing decades of industry experience and extensive relationships across the 5G ecosystem. Their combined expertise will be instrumental in expanding and deepening

      5/20/25 8:05:00 AM ET
      $INSG
      Telecommunications Equipment
      Telecommunications

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    SEC Filings

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    • Inseego Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - INSEEGO CORP. (0001022652) (Filer)

      5/8/25 4:10:37 PM ET
      $INSG
      Telecommunications Equipment
      Telecommunications
    • Inseego Corp. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

      8-K - INSEEGO CORP. (0001022652) (Filer)

      5/5/25 4:12:27 PM ET
      $INSG
      Telecommunications Equipment
      Telecommunications
    • Inseego Corp. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

      8-K - INSEEGO CORP. (0001022652) (Filer)

      5/1/25 4:20:08 PM ET
      $INSG
      Telecommunications Equipment
      Telecommunications