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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 2026
INSEEGO CORP.
(Exact Name of Registrant as Specified in
Charter)
| Delaware |
|
001-38358 |
|
81-3377646 |
(State or
other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
9710 Scranton Road, Suite 200
San Diego, California 92121
(Address of principal executive offices) (Zip
Code)
(858) 812-3400
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common
Stock, par value $0.001 per share |
INSG |
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Explanatory Overview
On October 1, 2026, Inseego Corp. (“Inseego”)
and Nokia Solutions and Networks Oy (“Nokia”) completed the transactions (the “Closing”) contemplated by the previously
announced Asset Purchase Agreement (the “Purchase Agreement”) and Subscription Agreement (the “Subscription Agreement”),
each entered into between them on April 30, 2026 and described in the Current Report on Form 8-K filed by Inseego on April 30, 2026 (the
“Signing 8-K”).
At the Closing, pursuant to the terms of the Purchase
Agreement, Inseego purchased substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless
access business (the “FWA Business”) for a purchase price consisting of 1,163,693 shares of Inseego’s common stock (“Common
Stock”), warrants (the “Consideration Warrants”) to purchase an aggregate of 521,139 shares of Common Stock, and the
assumption of certain liabilities of the FWA Business.
Also at the Closing, pursuant to the previously
announced terms of the Subscription Agreement, Nokia invested $10,000,000 in cash in Inseego, in consideration for which Inseego issued
to Nokia 775,795 shares of Common Stock and warrants to purchase an aggregate of 290,569 shares of Common Stock (the “Subscription
Warrants” and, collectively with the Consideration Warrants, the “Warrants”). In connection with the Closing, Inseego
and Nokia agreed to revise the exercise price of the Warrants to $4.26, representing the 30-trading day volume weighted average price
of the Common Stock for the period ended September 25, 2026. As a result of the Closing, Nokia holds approximately an 11% ownership interest
in Inseego, not including the exercise of the Warrants.
In addition to the completion of the transactions
described above, pursuant to an amendment to the Purchase Agreement entered into on September 30, 2026 (as further described below), Nokia
will also make an additional cash payment of $10,000,000 to Inseego by October 15, 2026, in support of Inseego’s engineering investment
to drive the interoperability between Inseego’s device OS and cloud offerings and certain of Nokia’s technology ecosystems
over the year following the Closing.
| Item 1.01 | Entry into a Material Definitive Agreement. |
The disclosure set forth in the “Explanatory
Overview” is incorporated by reference into this Item 1.01.
On September 30, 2026, Inseego and Nokia entered
into Amendment No. 1 to the Asset Purchase Agreement (the “Amendment”). Pursuant to the Amendment, among other things, the
parties agreed to the additional cash payment described above.
Pursuant to the terms of the Purchase Agreement
and the Subscription Agreement, at the Closing, Inseego issued to Nokia the Warrants. The Consideration Warrants are exercisable to purchase
an aggregate of 521,139 shares of Common Stock and the Subscription Warrants are exercisable to purchase an aggregate of 260,569 shares
of Common Stock, in each case at an exercise price of $4.26 per share (subject to adjustment for stock dividends, stock splits and similar
events) for a period expiring on October 1, 2030. The Consideration Warrants are exercisable for cash, and the Subscription Warrants are
exercisable for cash or on a cashless exercise basis, at the option of the holder.
Pursuant to the terms of the Purchase Agreement,
at the Closing, Inseego and Nokia entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which Nokia agreed
not to transfer any of the shares of Common Stock issued pursuant to the terms of the Purchase Agreement or the Subscription Agreement,
any of the Warrants, or any shares of Common Stock underlying the Warrants (collectively, the “Securities”), subject to limited
exceptions, for a period of (i) with respect to 50% of each type of the Securities, one year following the Closing and (ii) with respect
to the remaining 50% of each type of the Securities, two years following the Closing. In addition, Inseego and Nokia entered into a Registration
Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Inseego agreed to file
a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) within one year of the Closing in order
to effect a registration for the resale by Nokia of the shares of Common Stock issuable pursuant to the terms of the Purchase Agreement
and the Subscription Agreement, as well as the shares of Common Stock underlying the Warrants. The Registration Rights Agreement also
grants Nokia certain demand and “piggyback” registration rights and will require Inseego, under certain circumstances, to
assist with underwritten offerings for the Securities.
The foregoing descriptions of the Amendment, the
Consideration Warrants, the Subscription Warrants, the Lock-Up Agreement and the Registration Rights Agreement are not complete and are
subject to and qualified in their entireties by reference to the full text of such agreements, copies of which are filed as Exhibits 2.1,
4.1, 4.2, 10.1 and 10.2 to this Current Report on Form 8-K.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure set forth in the “Explanatory
Overview” and the information contained in response to Item 1.01 of this Current Report is incorporated by reference into this Item
2.01.
On October 1, 2026, Inseego and Nokia completed
the transactions contemplated by the Purchase Agreement, including the acquisition of the Purchased Assets by Inseego. As consideration
for the Purchased Assets, Inseego issued to Nokia 1,163,693 shares of Common Stock and the Consideration Warrants, and assumed certain
liabilities relating to the FWA Business.
The foregoing description of the acquisition of
the Purchased Assets pursuant to the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the Purchase Agreement which was filed with the SEC as Exhibit 2.1 to the Signing 8-K and is incorporated herein by reference, as amended
by the Amendment.
As set forth in the Signing 8-K, the Purchase Agreement,
as amended by the Amendment, governs the contractual rights between the parties in relation to the transactions contemplated thereby.
The Purchase Agreement and the Amendment have been filed as exhibits to the Signing 8-K and this Current Report on Form 8-K, respectively,
to provide investors with information regarding the terms thereof and are not intended to provide, modify or supplement any information
about Inseego, the FWA Business, Nokia or any of their respective subsidiaries or affiliates, or their respective businesses. In particular,
the Purchase Agreement, as amended by the Amendment, is not intended to be, and should not be relied upon as, disclosures regarding any
facts and circumstances relating to Inseego, the FWA Business, or Nokia. The warranties contained in the Purchase Agreement and the Amendment
have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The
representations and warranties may also be subject to contractual standards of materiality that may be different from those generally
applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements
of factual information. Moreover, information concerning the subject matter of the representations and warranties may change after the
date of the Purchase Agreement and/or the Amendment, which subsequent information may or may not be fully reflected in Inseego’s
public disclosures.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in the “Explanatory
Overview” and the information set forth in Items 1.01 and 2.01 of this Current Report with respect to the Securities issued at the
Closing pursuant to the Purchase Agreement and the Subscription Agreement is incorporated by reference into this Item 3.02. The Securities
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any
state or other jurisdiction, and were offered in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities
Act and/or Regulation D promulgated thereunder and, as applicable, corresponding provisions of state securities laws, which
exempt transactions by an issuer not involving any public offering. Nokia represented and warranted to Inseego that it is an “accredited
investor” as such term is defined in Regulation D promulgated under the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On October 1, 2026, Inseego and Nokia issued a
press release announcing the Closing. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and is
incorporated by reference into this Item 7.01.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of Inseego under the Securities Act or the Exchange Act, regardless of any general incorporation language in
such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information
in this Item 7.01, including Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The financial statements of the FWA Business required
by Item 9.01(a) of Form 8-K are intended to be filed by an amendment to this Current Report no later than 71 days after the due date of
this Current Report.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma financial information required
by Item 9.01(b) of Form 8-K are intended to be filed by an amendment to this Current Report no later than 71 days after the due date of
this Current Report.
(d) Exhibits.
The following Exhibits are filed with this Report:
| | Exhibit No. |
| Description |
| 2.1* |
| Amendment No. 1 to Asset Purchase Agreement, dated October 1, 2026, between Nokia Solutions and Networks Oy and Inseego Corp. |
| 4.1** |
| Common Stock Purchase Warrant, dated October 1, 2026. |
| 4.2** |
| Common Stock Purchase Warrant, dated October 1, 2026. |
| 10.1 |
| Lock-Up Agreement, dated October 1, 2026. |
| 10.2 |
| Registration Rights Agreement dated October 1, 2026, between Inseego Corp. and Nokia Solutions and Networks Oy. |
| | 99.1 |
| Press Release dated October 1, 2026. |
| | 104 |
| Cover Page Interactive Data File (embedded within the Inline
XBRL document). |
* Certain schedules and exhibits to this agreement have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon
request. In addition, certain portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. An unredacted
copy of the agreement will be furnished to the SEC upon request.
** Certain portions of this agreement have been redacted pursuant to
Item 601(b)(10)(iv) of Regulation S-K. An unredacted copy of the agreement will be furnished to the SEC upon request.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
INSEEGO CORP. |
|
| |
|
|
|
| Date: October 1, 2026 |
By: |
/s/ Steven Gatoff |
|
| |
|
Steven Gatoff |
|
| |
|
Chief Financial Officer |
|
Exhibit 99.1
Inseego Completes Acquisition of Nokia’s
Fixed Wireless Access Business
Transaction expected to approximately double
Inseego’s revenue and expand its global footprint across Europe, the Middle East, Asia, Oceania, and the Americas
SAN DIEGO October 1, 2026 – Inseego Corp. (NASDAQ: INSG)
today announced the completion of its acquisition of Nokia’s Fixed Wireless Access (FWA) business, first announced on April 30,
2026.
The acquisition is expected to approximately double Inseego’s
revenue and position the company as a global wireless broadband leader. By adding indoor, outdoor and millimeter-wave FWA solutions
to its wireless broadband portfolio, Inseego expands its reach across consumer and business connectivity. The transaction also extends
Inseego’s footprint to carriers across Europe, the Middle East, Asia, Oceania, and the Americas; and significantly expands its engineering
capabilities.
Following the transaction, approximately 250 people associated with
the acquired business will support Inseego’s expanded operations across engineering, product management, supply chain and sourcing,
and customer support. This group includes employees joining Inseego and Nokia personnel who will continue to support the business under
a transition services agreement.
To support its expanded global operations, Inseego has established
an international headquarters in Amsterdam and a development center in Athens, expanded its presence in Bangalore, and added customer-facing
sales and technical resources across its new markets.
“With the acquisition complete, Inseego enters its next chapter
as the global wireless broadband leader," said Juho Sarvikas, CEO of Inseego. “We now have the scale, technology, and global
reach to support carriers across business, residential, and mobile use cases.”
Under the terms of the acquisition and Nokia’s $10 million cash
investment in Inseego, also completed today, Nokia received an equity ownership stake in Inseego in the form of approximately 1.9 million
shares of Inseego common stock, representing an approximately 11% ownership interest. Nokia also received warrants to purchase an aggregate
up of to approximately 0.8 million shares of common stock, at an exercise price of $4.26 per share.
In addition to the previously-announced terms of the acquisition, Nokia
will also be providing a $10 million cash payment to Inseego by October 15, 2026 in support of Inseego’s engineering investment
to drive the interoperability of its device OS and cloud platform with certain of Nokia’s technology ecosystems over the coming
year.
Inseego and Nokia have designed their partnership to ensure continuity
for existing customers and support for future growth. Nokia will provide support through the transition and refer new FWA opportunities
to Inseego, including those where FWA is part of broader Nokia network deployments; considering the aim of delivering the outcomes
that best serve customer interests and requirements.
The relationship will also extend to technology collaboration across
AI-RAN, converged fiber and 5G connectivity, end-to-end network optimization and distributed edge computing. Together, the companies will
explore how Nokia’s network infrastructure and Inseego’s intelligent edge solutions can advance AI-driven networking and the
wireless edge.
“This is an important milestone for our customers, our teams,
and both companies,” said Konstanty Owczarek, Chief Corporate Development Officer at Nokia. “Inseego brings the focus and
expertise to take the FWA business forward. Our continued collaboration brings together our technologies and capabilities that can deliver
greater value for our customers.”
To learn more about this transaction and the resulting portfolio, visit
https://www.inseego.com/welcoming-nokias-fwa-business-to-inseego/.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may be characterized
as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties,
and other factors that could cause actual results to differ materially. Statements in this communication that are forward-looking may
include statements regarding: : (1) the anticipated benefits to, or impact of, the acquisition of Nokia’s Fixed Wireless Access
business on Inseego’s business; (2) expectations for Inseego following the closing of the acquisition, including the effect of the
acquisition on Inseego’s revenues, product portfolio, customer relationships, global operations, engineering capabilities and strategic
relationship with Nokia; (3) expected customer continuity, future growth opportunities, go-to-market activities, interoperability testing,
technology collaboration and innovation initiatives; and (4) any statements preceded by or including “continue,” “expect,”
“will,” “may,” “plan,” “intend,” “believe,” “anticipate,” “explore,”
“opportunity” or similar expressions. These forward-looking statements are subject to a number of risks and uncertainties,
many of which are beyond Inseego’s control, and are based on management’s best assumptions and beliefs in light of the information
currently available to Inseego. Risks and uncertainties that could cause actual results to differ materially from those indicated in the
forward-looking statements include: (1) possible disruption related to the acquisition to current plans, operations and business relationships,
including through the loss of customers, suppliers, partners or employees; (2) the ability to recognize the anticipated benefits of the
acquisition, including customer continuity, expanded market opportunities, technology collaboration and future revenue growth; (3) the
risk that Inseego will not be able to integrate the acquired business successfully or realize anticipated synergies when expected, or
at all; (4) the amount of costs, fees, expenses and other charges incurred by Inseego related to the acquisition and integration; (5)
the possible diversion of management’s time and attention from ongoing business operations and opportunities; (6) the response of
customers, suppliers, partners, competitors and other market participants to the acquisition; (7) potential litigation or regulatory developments
relating to the acquisition; and (8) the other risks and uncertainties detailed in the periodic reports that Inseego files with the SEC.
All forward-looking statements in this communication are based on information available to Inseego as of the date of this communication,
and, except as required by law, Inseego assumes no obligation to update the forward-looking statements provided to reflect events that
occur or circumstances that exist after the date on which they were made.
About Inseego
Inseego is a global leader in
wireless broadband, delivering fast, reliable connectivity to homes, businesses, and people on the move. With the acquisition of Nokia’s
FastMile fixed wireless access product, Inseego offers one of the industry’s broadest cellular broadband portfolios, spanning fixed
wireless gateways, mobile hotspots and routers, enterprise and industrial gateways, and cloud-based device, network, and subscriber management
software. Backed by decades of wireless innovation and engineering expertise across 5G, Wi-Fi, antenna design, and cloud software, Inseego
partners with mobile network operators worldwide to deliver connectivity at scale. Headquartered in San Diego, California, Inseego has
offices in Amsterdam, Bangalore, and Athens. Learn more at www.inseego.com.
