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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): February 19, 2025

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. ☐

| Item 2.02. | Results of Operations and Financial Condition.

On February 19, 2025, Inseego Corp. (the “Company”) issued a press release containing preliminary financial results for the year and quarter ended December 31, 2024. On February 19, 2025, the Company also posted an investor presentation to its website at https://investor.inseego.com/events-presentations (the “Investor Presentation”). The text of the press release and Investor Presentation are furnished as Exhibits 99.1 and 99.2 to this Form 8-K and incorporated herein by reference.

The information in “Item 2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K and in Exhibits 99.1 and 99.2, attached hereto, 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 the liabilities of that section. It may be incorporated by reference in a filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), only if such subsequent filing specifically references such disclosure in this Form 8-K.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.
99.1 |  | Press Release dated February 19, 2025, containing Inseego Corp. preliminary financial results for the year and quarter ended December 31, 2024.
99.2 |  | Investor Presentation, dated February 19, 2025.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: February 19, 2025 | By: | /s/ Steven Gatoff |
|  | Name: Steven Gatoff |
|  | Title: Chief Financial Officer |

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