Debt | Note 5. Debt Short-Term Loan On June 28, 2024, the Company entered into a Loan and Security Agreement (the “Short-Term Loan Agreement”), among South Ocean, as lender (“Lender”), the Participating Lenders, the Company, as borrower, and two The Company’s obligations under the Short-Term Loan Agreement are guaranteed by the Guarantors. Subject to the requirements of the Short-Term Loan Agreement, certain of the Company’s other subsidiaries may become guarantors and Loan Parties of the Loan Agreement after closing. The Loan Parties’ obligations under the Loan Agreement are secured by a continuing security interest in substantially all property of each Loan Party, subject to certain excluded collateral, as defined in the Short-Term Loan Agreement. The Short-Term Loan was originally scheduled to mature on September 30, 2024 but maturity has subsequently been extended to November 30, 2024. Borrowings under the Short-Term Loan bear interest at 12.0 4.0 The Short-Term Loan Agreement contains certain customary covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments. The Short-Term Loan Agreement contains certain customary provisions with respect to the definition of, and remedies with respect to, events of default. Also on June 28, 2024, as part of the Short-Term Loan Agreement, the Participating Lenders contributed an aggregate of $ 3.0 1.0 2.0 19.5 5 In connection with entering into the Short-Term Loan Agreement, the Company paid an arrangement and administration fee of $ 0.2 550,000 0.001 The gross proceeds received under the Short-Term Loan Agreement, along with the Loan Costs, were allocated between the Short-Term Loan and the Loan Warrants based on their relative fair values at issuance. During the three-months ended September 30, 2024, the Company voluntarily prepaid $ 13.5 6 3.3 2025 Convertible Notes In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of the 2025 Convertible Notes. After taking into account exchanges and redemptions occurring in prior periods, the outstanding principal balance of the 2025 Convertible Notes was $ 106.8 161.9 The 2025 Convertible Notes were issued under an indenture, dated May 12, 2020 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated May 12, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The 2025 Convertible Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.25 Holders of the 2025 Convertible Notes may convert the 2025 Convertible Notes into shares of the Company’s common stock (together with cash in lieu of any fractional share), at their option, at any time until the close of business on the scheduled trading day immediately before the maturity date. Upon conversion of the 2025 Convertible Notes, the Company will deliver for each $1,000 principal amount of 2025 Convertible Notes converted a number of shares of the Company’s common stock (together with cash in lieu of any fractional share), equal to the conversion rate. As of September 30, 2024, the conversion rate for the 2025 Convertible Notes is 7.92896 shares of common stock per $1,000 principal amount of 2025 Convertible Notes, which represents a conversion price of approximately $ 126.12 If a fundamental change (as defined in the Indenture) occurs at any time prior to the maturity date, then the noteholders may require the Company to repurchase their 2025 Convertible Notes at a cash repurchase price equal to the principal amount of the 2025 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. If a make-whole fundamental change (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time. The 2025 Convertible Notes are be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 6, 2023 through the last scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, as long as the last reported sale price per share of the common stock exceeds 130 20 30 The Indenture contains customary events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the holders of the 2025 Convertible Notes representing at least 25 100 100 Interest make-whole payment The 2025 Convertible Notes also include an interest make-whole payment feature whereby if the last reported sale price of the Company’s common stock for each of the five 105.10 three years 1 2025 Convertible Note Repurchases and Exchanges On May 24, 2024, the Company entered into a repurchase agreement with a single holder of the 2025 Convertible Notes, resulting in the settlement of $ 3 55 55 1.7 1.3 On June 28, 2024, the Company agreed to purchase, for cash, all of the $ 45.9 30 13.4 On July 18, 2024, the Company entered into an agreement with a holder of approximately $ 4.7 0.3 0.2 On August 2, 2024, the Company entered into an agreement with two related holders of approximately $ 1.5 0.1 0.1 As a result of the July 18 and August 2, 2024 repurchases, the Company recorded a loss of $ 1 As of September 30, 2024 and December 31, 2023, $ 106.8 161.9 80.4 The 2025 Convertible Notes consist of the following (in thousands): Schedule of Net Carrying Amount of Debt September 30, December 31, Principal $ 106,824 $ 161,898 Add: fair value of embedded derivative – $ – Less: unamortized debt discount (320 ) $ (1,106 ) Less: unamortized issuance costs (254 ) $ (880 ) Net carrying amount $ 106,250 $ 159,912 The effective interest rate of the liability component of the 2025 Convertible Notes was 4.17 4.23 4.17 4.27 The following table sets forth total interest expense recognized related to the 2025 Convertible Notes (in thousands): Schedule of Interest Expense Three Months Ended Nine Months Ended 2024 2023 2024 2023 Contractual interest expense $ 879 $ 1,315 $ 3,499 $ 3,946 Amortization of debt discount $ 138 $ 207 550 621 Amortization of debt issuance costs $ 110 $ 165 438 494 Total interest expense $ 1,127 $ 1,687 $ 4,487 $ 5,061 The contractual interest expense on the 2025 Convertible Notes recorded within interest expense, net on the consolidated statements of operations attributable to related parties was $ 0.7 2 1.1 0.4 Asset-backed Revolving Credit Facility In August 2022, the Company entered into a Loan and Security Agreement (as subsequently amended, the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), a subsidiary of the Company, and Inseego North America LLC, an Oregon limited liability company and indirect subsidiary of the Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Credit Facility Parties”). The Credit Agreement established a secured asset-backed revolving credit facility which was comprised of a maximum $ 50 4.5 On May 2, 2023, (1) two related parties, South Ocean Funding, LLC and North Sound Ventures, LP (collectively, the “Credit Facility Participants”) collectively purchased a $ 4 4 8.5 7.5 12.5 Effective April 18, 2024, the Company exercised its right to voluntarily pay-off and terminate the Credit Facility. As a result of the termination, the Company paid the outstanding balance and related termination fees on the Credit Facility of approximately $ 3 0.4 0.8 The effective interest rate of the average outstanding balance for the Credit Facility was 36.1 8.3 58.7 27.3 Schedule of Interest Expense Three Months Ended Nine Months Ended 2024 2023 2024 2023 Contractual interest expense $ – $ 587 $ 312 $ 810 Amortization of debt issuance costs – 472 117 705 Total interest expense $ – $ 1,059 $ 429 $ 1,515 |