{"url_path":"/sec/insg/8-k/2026-01-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-14","source_url":"https://www.sec.gov/Archives/edgar/data/1022652/0001683168-26-000311-index.html","accession_number":"0001683168-26-000311","cik":"0001022652","ticker":"INSG","issuer_name":"INSEEGO CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022652/0001683168-26-000311-index.html","primary_entity_key":"0001022652","primary_entity_name":"INSEEGO CORP."},"word_count":378,"has_tables":true,"body_markdown":"**Item 1.01.**\n**Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJanuary 14, 2026 (the “Closing Date”), Inseego Corp. (“Inseego” or the “Company”) entered into\nan Exchange Agreement (the “Exchange Agreement”) with an affiliate of Mubadala Capital (the\n“Holder”), which held all 25,000 outstanding shares of the Company’s Fixed-Rate Cumulative Perpetual Preferred\nStock, Series E (the “Preferred Stock”).\n\n \n\nPursuant\nto the Exchange Agreement, on the Closing Date all of the outstanding shares of Preferred Stock, which had a liquidation value\nof $42 million as of December 31, 2025, were surrendered and forfeited by the Holder in exchange for the following consideration, having\nan aggregate value of approximately $26 million and representing a discount of approximately 38% to the liquidation value: (i) $10 million\nin cash, one-third of which was paid on the Closing Date and the balance of which will be paid in two equal installments on the six and\ntwelve month anniversaries of the Closing Date; (ii) 767,165 shares of the Company’s common stock, par value $0.001 per share (the\n“Common Shares”), and (iii) $8 million in additional principal amount of the Company’s existing 9.0% Senior Secured\nNotes due 2029 (the “Senior Secured Notes”). The Common Shares and the Senior Secured Notes\nwere issued to the Holder on the Closing Date.\n\n \n\nThe Senior Secured Notes issued\nto the Holder have the same terms as the outstanding $40.9 million aggregate principal amount of Senior Secured Notes originally issued\non November 6, 2024, and were issued pursuant to the Base Indenture and Supplemental Indenture entered into on that date by the Company,\ncertain of its subsidiaries, as guarantors, and Wilmington Savings Fund Society, FSB, as trustee and collateral agent, as described in\nthe Current Report on Form 8-K filed by the Company on November 12, 2024.\n\n \n\nThe Exchange Agreement provides\nthe Holder with customary registration rights with respect to the Common Shares, pursuant to which, among other things, the Company agreed\nto file a registration statement with the Securities and Exchange Commission within six months following the Closing Date.\n\n \n\nThe foregoing description of\nthe Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange\nAgreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K."}