INSG · Inseego Corp.

Inseego Corp. has signed definitive agreements to acquire Nokia Solutions and Networks Oy's fixed wireless access (FWA) business, significantly expanding its scale and global presence in wireless broadband. The Asset Purchase Agreement covers substantially all FWA assets, including intellectual property, inventory, fixed assets, contracts, and books and records, in exchange for 1,163,693 shares of Inseego common stock and warrants to purchase 521,139 additional shares at $12.89, exercisable for four years on a cash basis. Concurrently, Nokia will invest $10 million in cash via a Subscription Agreement for 775,795 shares and warrants for 260,569 shares, yielding Nokia approximately 11% ownership post-closing, assuming no warrant exercises. This structure provides Inseego with a low-cash outlay acquisition while aligning Nokia as a strategic shareholder. Key protections include Nokia's three-year worldwide non-compete on competing FWA products, right of first offer for certain hybrid connectivity developments, and EBITDA support: reimbursement for any negative EBITDA in the first 12 months post-closing, followed by profit sharing for 24 months. Additional agreements at closing include a Lock-Up Agreement restricting Nokia's sales (50% for one year, 50% for two years), Registration Rights Agreement for SEC resale registration within one year, and various transition services. Securities are unregistered under Section 4(a)(2)/Regulation D. The deal, announced via press release (Ex. 99.1) and presentation (Ex. 99.2), positions Inseego to double revenue, broaden its portfolio across consumer/enterprise FWA and mobile, and collaborate with Nokia on 6G/AI initiatives, with closing targeted for Q4 2026 subject to conditions.