10-K/A
 AMENDMENT #1 TO FORM 10-K

 UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 Washington, DC 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year
ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number: 001-38358

 INSEEGO CORP.

 (Exact name of registrant as specified in its charter)

 Delaware

 81-3377646

 (State or Other Jurisdiction

 (I.R.S. Employer

 of Incorporation or Organization)

 Identification No.)

 9710 Scranton Road, Suite 200

 San Diego, CA

 92121

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (858) 812-3400

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.001 par value

 INSG

 NASDAQ Global Select Market

 Securities registered pursuant to Section 12(g) of the Act:

 None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer

 Accelerated Filer

 Non-accelerated Filer

 Smaller Reporting Company

 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.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes No

 Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the voting common stock held by
non-affiliates of the registrant, based on the closing price of the registrant's common stock on June 30, 2023, as reported by
The Nasdaq Global Select Market, was approximately $56.6 million. For the purposes of this calculation, shares owned by officers and
directors (and their affiliates) have been excluded. This exclusion is not intended, nor shall it be deemed, to be an admission that
such persons are affiliates of the registrant. The registrant does not have any non-voting common stock outstanding. The number of
shares of the registrant's common stock outstanding as of February 16, 2024 was 11,878,944.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 This Amendment No. 1 (this "Amendment") amends the
Annual Report on Form 10–K for the year ended December 31, 2023 of Inseego Corp. (the "Company" or "Inseego"),
filed with the Securities and Exchange Commission (the "SEC") on February 22, 2024 (the "Original Form 10–K").
The purpose of this Amendment is to amend Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted
from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. Accordingly, Part III of the Original Form 10-K is
hereby amended and restated as set forth below. The information included herein as required by Part III, Items 10 through 14 of Form
10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our annual
meeting of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information
related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K.

 The reference on the cover page of the Original Form 10-K
to the incorporation by reference of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted.

 In addition, as required by Rule 12b–15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive officer and
principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof. Because no financial statements
have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of
Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

 Except as stated herein, this Amendment does not reflect events
occurring after the filing of the Original Form 10-K with the SEC on February 22, 2024 and no attempt has been made in this Amendment
to modify or update other disclosures as presented in the Original Form 10–K.

 Item 10. Directors, Executive Officers
and Corporate Governance

 The Company's Board of Directors (the
"Board") currently consists of six members, five of whom are non-management directors. The Board is divided into three classes
with each class serving a three-year term. The term of one class expires at each annual meeting of stockholders of the Company. The Board
is comprised of the following members:

 James B. Avery

 Director since August 2018

 Mr. Avery, age 60, was appointed to the Board
in August 2018 pursuant to the terms of that certain Securities Purchase Agreement, dated August 6, 2018, by and among the Company, North
Sound Trading, L.P. and Golden Harbor Ltd. Mr. Avery joined Tavistock Group in July 2014 and is currently a Senior Managing Director.
From 2003 to June 2014, Mr. Avery was a Managing Director and Co-Founder of GCA Savvian, a boutique investment bank, in addition to holding
the position of Representative Director for GCA Corporation, GCA Savvian's parent company publicly traded on the Tokyo Stock Exchange.
Prior to GCA Savvian, Mr. Avery spent 10 years at Morgan Stanley, working in the New York and Silicon Valley offices where he advised
clients across a number of industries on strategy, merger & acquisitions and capital market transactions. Mr. Avery has also held
roles at Edward M. Greenberg Associates, Burson-Marsteller, Westdeutsche Landesbank, and Republic National Bank of New York. Mr. Avery
is currently a member of the board of directors of FrontWell Capital Partners. Mr. Avery received his Bachelor of Science in Finance
from Miami University. Mr. Avery's management background and expertise in strategic corporate matters and capital markets provide
a valuable background for him to serve as a member of our Board, as Chairman of our Nominating and Corporate Governance Committee of
the Board (the "Nominating and Corporate Governance Committee"), and as a member of the Compensation Committee of the Board
(the "Compensation Committee") and the Audit Committee of the Board (the "Audit Committee"). Mr. Avery's
term as a director will expire at the 2026 annual meeting of stockholders of the Company.

 Director since June 2021

 Ms. Bowers, age 44, was appointed to the Board
in June 2021. Ms. Bowers has two decades of U.S. government experience at the White House and with the U.S. Department of State. Ms.
Bowers led the U.S. Embassy in The Bahamas as Charg d'Affaires from 2018 to 2020. Prior to that, Ms. Bowers held senior
positions in both Democratic and Republican administrations, including serving as chief of staff for the Western Hemisphere at the State
Department from 2016 to 2018, as Deputy Director of Central America Affairs at the State Department from 2015 to 2016 and as a National
Security Council Director at the White House from 2013 to 2014. Her previous foreign service experience includes acting as an Economic
Officer in South Africa and Spain and overseeing some of the U.S. government's largest foreign assistance initiatives and budgets,
including in the Middle East and throughout the Americas and the Caribbean.

 Ms. Bowers received bachelor degrees in International
Affairs and French Language and Literature from The George Washington University. She received a Master of Science degree in National
Security Strategy from the National War College, where she was named Distinguished Graduate. Ms. Bowers' substantial experience
in international relations and government affairs provide valuable perspective and expertise as a member of our Board. Ms. Bowers'
term as a director will expire at the 2025 annual meeting of stockholders of the Company

 Philip Brace

 Director Since September 2023

 Executive Chairman of the Board since February 2024

 Mr. Brace, age 53, was appointed to the Board
in September 2023 and has served as Executive Chairman, on an interim basis, since February 2024. Mr. Brace has 30 years of experience
in the semiconductor, server, IoT and storage industries and has served in multiple roles across various disciplines, including software,
hardware, engineering, marketing, and sales. His most recent role was as President and CEO of Sierra Wireless Inc. from July 2021 to
January 2023, until its acquisition by Semtech. Prior to this, Mr. Brace served as Executive Vice President of Veritas Technologies from
2019 to 2021 and President of Cloud Systems and Electronic Solutions at Seagate Technology from 2015 to 2017. Mr. Brace began his career
at Intel Corporation and LSI Corporation, holding various engineering and management roles. Mr. Brace received his Bachelor of Applied
Science degree in Computer Engineering from the University of Waterloo and his Master's degree in Electrical Engineering from California
State University, Sacramento. Mr. Brace is also a member of the Board of Directors at Lantronix, Inc. and Blackberry, Inc. Mr. Brace's
term as a director will expire at the 2025 annual meeting of stockholders of the Company.

 Director since October 2019

 Mr. Harland, age 66, was appointed to the Board
in October 2019. Mr. Harland is a Partner in the Strategic Advisory Group at PJT Partners, based in New York. Prior to joining PJT Partners,
Mr. Harland spent 32 years at Morgan Stanley. From 2008 to March 2015, Mr. Harland served as Chairman and Regional Head of Morgan Stanley
Latin America and was also a member of the Management Committee and International Operating Committee. Under his leadership, Morgan Stanley
significantly expanded the scope of its operations in Brazil and Mexico and opened new offices in Peru, Colombia and Chile. Before assuming
responsibility for Latin America, Mr. Harland was Global Head of the Media and Communications Investment Banking Group from 1996 to 2007.
In this capacity he advised many leading media and communications companies on a variety of acquisitions, divestitures and corporate
financings. He is a trustee of the New York Studio School, a director of Round Hill Developments and a member of the Council on Foreign
Relations. Mr. Harland graduated magna cum laude from Harvard College, attended Oxford University and received a Master of Business Administration
from Harvard Business School where he was a George F. Baker Scholar. Mr. Harland's experience with international expansion and
expertise in capital markets provide a valuable background for him to serve as a member of our Board, and as a member of the Audit Committee.
Mr. Harland's term as a director will expire at the 2024 annual meeting of stockholders of the Company.

 Christopher Lytle

 Director since October 2020

 Mr. Lytle, age 54, was appointed to the Board
in October 2020. Since January of 2023, Mr. Lytle has been a co-founder and partner of Smith Point Capital, a growth equity fund focused
on enterprise software. He has been president of Longfellow Capital, a private investment firm, since January 2009. He served in a consulting
capacity as the Company's Head of Government Affairs from April 2020 to October 2020 and has been providing strategic consulting
services to the Company since 2018. Mr. Lytle previously served as the Company's Chief Strategy Officer and Executive Vice President
of Enterprise SaaS Solutions from August 2017 to October 2018. Prior to joining the Company, Mr. Lytle was President of Cavulus, a privately-held
SaaS-based technology provider in the healthcare industry. Before joining Cavulus, Mr. Lytle was a Managing Director at Morgan Stanley
from July 2006 to December 2008 and previously was Lead Portfolio Manager of RCL Capital, a hedge fund focused on small and mid-cap telecom
and wireless technology businesses from July 2006 to December 2008. He is also a board member of Prolifiq, a leading cloud-native provider
of sales-enablement applications to Salesforce customers. Mr. Lytle holds a Bachelor of Arts degree in Economics from Lafayette College.
Mr. Lytle's knowledge of the Company and experience with enterprise SaaS software solutions provide valuable background for him
to serve as a member of our Board. Mr. Lytle's term as a director will expire at the 2024 annual meeting of stockholders of the
Company.

 Director since June 2017

 Mr. Tuder, age 51, was appointed to the Board
in June 2017. Mr. Tuder is the Founder and Managing Member of Tremson Capital Management, LLC since April 2015. Mr. Tuder is also Chief
Executive Officer of Concord Acquisition Corp II. Prior to founding Tremson, he held investment roles
at KSA Capital Management, LLC and at JHL Capital Group, LLC. Previously, Mr. Tuder was a Managing Director of CapitalSource Finance,
LLC, and was a member of the private equity investment team at Fortress Investment Group, LLC. Mr. Tuder began his career in various
investment capacities at Nassau Capital and ABS Capital Partners. Mr. Tuder currently serves on the board of directors of GCT Semiconductor
Holding, Inc. (f/k/a Concord Acquisition Corp III), and previously served on the board of directors of MRV Communications, Inc., SeaChange
International, Unico American, and NamTai Property. Mr. Tuder also has served as a director of a number of privately held companies.
Mr. Tuder received a Bachelor of Arts degree from Yale College. Mr. Tuder's private equity and hedge fund investment experience,
his expertise in evaluating both public and private investment opportunities across numerous industries, and his ability to think creatively
in considering ways to maximize long-term shareholder value provide a valuable background for him to serve as Chair of our Board, as
Chair of our Audit Committee, Chair of the Compensation Committee, and as a member of the Nominating and Corporate Governance Committee.
Mr. Tuder's term as a director will expire at the 2026 annual meeting of stockholders of the Company.

 Board Committees

 The Board currently has three standing committees:
an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates under a written
charter adopted by the Board. All of the charters are publicly available on our website at investor.inseego.com under "Governance."
You may also obtain a copy of these charters upon sending a written request to our Secretary at our principal executive offices.

 Upon the recommendation of the Nominating and
Corporate Governance Committee, the Board appoints committee members annually.

 The table below sets forth the current composition
of our standing Board committees:

 Nominating and

 Corporate

 Name

 Audit

 Compensation

 Governance

 Committee

 Committee

 Committee

 James B. Avery

 ______________________________

 Chair
 Member

 Audit Committee

 The Audit Committee oversees our accounting
and financial reporting processes and the audits of our financial statements and internal control over financial reporting.

 The functions and responsibilities of the Audit
Committee include:

 •
 engaging our independent registered public accounting
 firm and conducting an annual review of the independence of that firm;

 •
 reviewing with management and the independent registered public accounting firm the scope and the planning
 of the annual audit;

 •
 reviewing the annual audited financial statements and quarterly unaudited
 financial statements with management and the independent registered public accounting firm;

 •
 reviewing the findings and recommendations of the independent registered public
 accounting firm and management's response to the recommendations of that firm;

 •
 discussing with management and the independent registered public accounting
 firm, as appropriate, the Company's policies with respect to financial risk assessment and financial risk
 management;

 •
 overseeing compliance with applicable legal and regulatory requirements, including ethical business standards;

 •
 establishing procedures for the receipt, retention and treatment of complaints
 received by the Company regarding accounting, internal accounting controls or auditing matters;

 •
 establishing procedures for the confidential, anonymous submission by employees
 of concerns regarding questionable accounting or auditing matters;

 •
 preparing the Audit Committee Report to be included
 in our annual proxy statement;

 •
 monitoring ethical compliance, including review of related party transactions; and

 •
 periodically reviewing the adequacy of the Audit Committee charter.

 Our independent registered public accounting
firm reports directly to the Audit Committee. Each member of the Audit Committee must have the ability to read and understand fundamental
financial statements and at least one member must have past employment experience in finance or accounting, and the requisite professional
certification in accounting or another comparable experience or background. The Board has determined that each member of the Audit Committee
is "independent" as defined by the NASDAQ Stock Market LLC ("NASDAQ") listing requirements and SEC rules. The
Board has also determined that Mr. Tuder, the Chair of the Audit Committee, meets the requirements of an "audit committee financial
expert" as defined by SEC rules.

 Compensation Committee

 The Compensation Committee establishes, administers
and oversees compliance with our policies, programs and procedures for compensating our executive officers and the Board.

 The functions and responsibilities of the Compensation
Committee include:

 •
 establishing and reviewing
 our general compensation policies and levels of compensation applicable to our executive
 officers and our non-management directors;

 •
 evaluating the performance of, and determining the compensation for, our executive officers, including
 our Chief Executive Officer;

 •
 reviewing regional and industry-wide compensation practices in order to assess
 the adequacy and competitiveness of our executive compensation programs;

 •
 administering our employee benefits plans, including approving awards of stock,
 restricted stock units ("RSUs") and stock options to employees and other parties under our equity
 incentive compensation plans; and

 •
 periodically reviewing the adequacy of the Compensation Committee charter.

 The Board has determined that each member of
the Compensation Committee is "independent" as defined by the NASDAQ listing requirements and SEC rules.

 The Compensation Committee has the sole authority
to retain and supervise one or more outside advisors, including outside counsel and consulting firms, to advise the Compensation Committee
on executive and director compensation matters and to terminate any such adviser. In addition, the Compensation Committee has the sole
authority to approve the fees of an outside adviser and other terms of such adviser's retention by the Company.

 Nominating and Corporate Governance Committee

 The Nominating and Corporate Governance Committee
considers, evaluates and nominates director candidates, including the members of the Board eligible for re-election and the recommendations
of potential director candidates from stockholders.

 The functions and responsibilities of the Nominating
and Corporate Governance Committee include:

 •
 developing and recommending a set of corporate
 governance guidelines applicable to the Company;

 •
 identifying and evaluating
 candidates to serve on the Board, including determining whether incumbent directors should
 be nominated for re-election to the Board, and reviewing and evaluating director nominees
 submitted by stockholders;

 •
 reviewing possible conflicts of interest of prospective
 Board members;

 •
 recommending director nominees;

 •
 establishing procedures and guidelines for individuals to
 be considered to become directors;

 •
 recommending the appropriate size and composition of the
 Board and each of its committees;

 •
 overseeing periodic evaluations of the performance of the
 Board, the Board committees and the directors;

 •
 monitoring the continued legal compliance of our established
 principles and policies; and

 •
 periodically reviewing the adequacy of the Nominating and
 Corporate Governance Committee charter.

 The Board has determined that each member of
the Nominating and Corporate Governance Committee is "independent" as defined by the NASDAQ listing requirements.

 Other Information Regarding Our Board of Directors and its Committees

 There are no family relationships among any
of our directors and/or executive officers. There are currently no legal proceedings, and during the past 10 years there have been no
legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors.

 Advisory Board

 In 2021, the Board established an Advisory
Board to enhance the Company's strategic development, acquire additional expertise of industry leaders, and enable former members
of the Board or the Company's management to continue to make significant contributions to the Company. One of our former directors,
Brian Miller, currently serves as a member of the Advisory Board.

 Indemnification Agreements

 The Company has entered into indemnification
agreements with each of its directors and executive officers (each, an "Indemnitee"). In general, the indemnification agreements
provide that, subject to certain limitations, the Company will indemnify and hold harmless each Indemnitee against all expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee or on such Indemnitee's behalf,
in connection with certain pending, completed or threatened proceedings, as defined in the indemnification agreements, if the Indemnitee
acted in good faith and reasonably in the best interests of the Company and, with respect to any criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.

 Compensation Committee Interlocks and Insider Participation

 Messrs. Avery and Tuder served on our Compensation
Committee during 2023. None of the members of our Compensation Committee during 2023 has ever been one of our officers or employees.
None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors
or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

 Securities Trading Policy/Hedging Prohibition

 Directors, officers and other employees may
not engage in any transaction in which they may profit from short-term speculative swings in the value of the Company's securities.
This includes "short sales" (selling borrowed securities which the seller hopes can be purchased at a lower price in the
future) or "short sales against the box" (selling owned, but not delivered securities), "put" and "call"
options (publicly available rights to sell or buy securities within a certain period of time at a specified price) and hedging transactions,
such as zero-cost collars and forward sale contracts. In addition, this policy is designed to ensure compliance with all insider trading
rules.

 Information about our Executive Officers

 The following table sets forth certain information
with respect to our current executive officers as of April 30, 2023:

 Executive

 Age

 Title

 Philip Brace

 Executive Chairman

 Chief Financial Officer

 The biographical information with respect to
Mr. Brace included above is incorporated herein by reference. Since February 19, 2024, Mr. Brace has served as Executive Chairman on
an interim basis, to continue until the earlier of six months from his appointment to such position or a permanent Chief Executive Officer
and President is hired.

 Steven Gatoff has served as the Company's Chief Financial Officer since September
2023. Before joining Inseego, Mr. Gatoff, served as chief financial officer ("CFO") of Edge Case Research, Inc. from early 2023
to September 2023. Before that, he worked as CFO of each of the following corporations: HALO Dx, Inc. (dba HALO Precision Diagnostics)
in 2022; Absolute Software Corporation from 2020 to 2022; 8x8, Inc. from 2018 to 2020; PagerDuty, Inc. from 2016 to 2018; Rapid7, Inc.
from 2013 to 2016; and iPass, Inc. from 2009 to 2013. Prior to these positions, Mr. Gatoff held senior finance roles at United Online,
Inc., Sterling Commerce, Inc. and VeriSign Inc. Earlier in his career, Mr. Gatoff worked as an investment banker at several Wall Street
firms including Bear Stearns & Co., Credit Suisse First Boston and Morgan Stanley. He began his career as an auditor with Deloitte
& Touche. Mr. Gatoff earned a Master of Business Administration (MBA) degree from Columbia University and a Bachelor of Science (BS)
degree from the University of Vermont. He is a certified public accountant (CPA).

 There are no family relationships among any
of our executive officers and/or directors. There are currently no legal proceedings, and during the past 10 years, there have been no
legal proceedings that are material to the evaluation of the ability or integrity of any of our current executive officers.

 Code of Conduct and Ethics

 The Board has adopted a Code of Conduct and
Ethics that is applicable to all of our directors, officers and employees. The purpose of the Code of Conduct and Ethics is to, among
other things, focus our directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal
with ethical issues, provide mechanisms to report concerns regarding possible unethical or unlawful conduct and to help enhance and formalize
our culture of integrity, respect and accountability. We distribute copies of the Code of Conduct and Ethics to, and conduct periodic
training sessions regarding its content for, our newly elected directors and newly hired officers and employees. We will post information
regarding any amendment to, or waiver from, our Code of Conduct and Ethics on our website in the Investors tab under "Governance"
as required by applicable law. A copy of our Code of Conduct and Ethics is available on our website at investor.inseego.com under "Governance".

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires
our directors, executive officers, and anyone holding 10% or more of a registered class of our equity securities to file reports with
the SEC showing their holdings of, and transactions in, these securities. Based solely on a review of copies of such reports we received,
we believe that during 2023 all its reporting persons filed such reports on a timely basis.

 Item 11. Executive Compensation

 The following information describes the material
elements of compensation for the Company's named executive officers for the year ended December 31, 2023, which consist of: (1)
Ashish Sharma, our former President and Chief Executive Officer; (2) Steven Gatoff, our Chief Financial Officer; (3) Doug Kahn, our former
Executive Vice President of Operations; and (4) Robert Barbieri, our former Chief Financial Officer.

 Summary Compensation Table

 The following table sets forth information
regarding the compensation of our named executive officers for the years ended December 31, 2023 and 2022.

 Name and Principal
 Position

 Year

 Salary
 ($)

 Bonus
 ($) (1)

 Stock

 Awards
 ($) (2)

 Option

 Awards
 ($) (2)

 All
 Other
 Compensation
 ($) (3)

 Total
 ($)

 Ashish Sharma (4)

 2023

 500,000

 –

 –

 –

 12,500

 512,500

 Former Chief Executive Officer &

 2022

 482,308

 –

 956,000

 3,741,983

 12,056

 5,192,344

 President

 Steven Gatoff (5)

 2023

 96,923

 –

 –

 83,475

 –

 $
 180,398

 Chief Financial Officer

 Robert Barbieri (6)

 2023

 292,307

 –

 –

 –

 101,076

 393,384

 Former Chief Financial Officer

 2022

 400,000

 –

 –

 –

 10,154

 410,154

 Doug Kahn (7)

 2023

 281,250

 –

 –

 –

 82,968

 364,218

 Former Executive Vice President,

 2022

 325,000

 –

 –

 –

 9,000

 334,000

 Operations

 ____________________

 (1)

 No bonuses were earned with respect to the Company's performance for fiscal 2022 or 2023.

 (2)

 Represents the aggregate grant date fair value of the stock and option awards granted in the
 respective fiscal year as computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used
 in the calculation of these amounts are included in Note 8, Share-based Compensation, in the Original Form 10-K.

 (3)

 See the All Other Compensation table below for additional information.

 (4)

 Mr. Sharma served as the Company's Chief Executive Officer until February 24, 2024.

 (5)

 Mr. Gatoff joined as the Company's Chief Financial Officer starting September 14, 2023.

 (6)

 Mr. Barbieri served as the Company's Chief Financial Officer until September 14, 2023.

 (7)

 Mr. Kahn served as the Company's Executive Vice President, Operations until November 4,
 2023.

 All Other Compensation

 The following table sets forth information
concerning All Other Compensation in the table above:

 Name

 Year

 401(k)
 Employer
 Match

 ($)

 Other
 Compensation
 ($)

 Total
 ($)

 2023

 12,500

 –

 12,500

 2022

 12,056

 –

 12,056

 2023

 –

 –

 –

 2023

 8,769

 92,307
 (1)

 101,076

 2022

 10,154

 –

 10,154

 2023

 8,437

 74,531
 (2)

 82,968

 2022

 9,000

 –

 9,000

 (1)

 Represents severance pay pursuant to Mr. Barbieri's change in control and severance agreement,
 as described below under " Narrative Discussion of Summary Compensation Table - Severance and Change-in-Control Arrangements."

 (2)

 Represents (1) severance pay of $50,000 pursuant to Mr. Kahn's change in control and severance
 agreement, as described below under "Narrative Discussion of Summary Compensation Table - Severance and Change-in-Control Arrangements";
 and (2) accrued vacation paid upon termination of $24,531.

 Narrative Discussion of Summary Compensation Table

 Components of Executive Compensation

 The elements of the Company's compensation
program are base salaries, bonus compensation based upon incentive goals and objectives and stock-based equity awards. Our compensation
program is designed to balance our need to provide our named executive officers with incentives to achieve our short- and long-term performance
goals with the need to pay competitive base salaries. There is no pre-established policy for allocating between cash and non-cash or
short-term or long-term compensation. Each named executive officer's current and prior compensation is considered in setting future
compensation.

 Base Salaries. Base salary is the guaranteed
element of employees' annual cash compensation. Base salaries are generally based on relative responsibility and are targeted to
provide competitive guaranteed cash compensation. The value of base salary reflects the employee's long-term performance,
skillset and the market value of that skill set. Base salaries for our named executive officers are reviewed on an annual basis and adjustments
are made to reflect performance-based factors, as well as competitive conditions.

 The base salaries for each of the named executive
officers for 2023 are shown in the following table.

 Name

 2023 Base Salary

 $
 500,000

 $
 350,000

 $
 400,000

 $
 325,000

 Executive Bonuses. Each of our named
executive officers is eligible to earn an incentive bonus each fiscal year, with such bonuses awarded based on achievement of corporate
financial goals established by the Compensation Committee. Each named executive officer has a target bonus expressed as a percentage
of the named executive officer's base salary. We require that participants continue to be employed through the payment date to
receive a bonus. Participants hired during the year are eligible to receive a pro rata bonus based on the portion of the year that they
were employed by the Company. For 2023, the target annual bonuses for our named executive officers were as follows:

 Target Bonus

 Name

 % of Salary

 65%

 50%

 50%

 40%

 In 2023, the Company failed to meet the performance
measures established by the Compensation Committee, and no bonuses were awarded to the named executive officers. Based on individual
performance, the Compensation Committee has discretion to adjust bonus payouts – either up or down – to reflect the individual
performance of each named executive officer during the year. No discretionary bonuses were awarded during 2023 to the named executive
officers.

 Equity Compensation. We offer stock
options and restricted stock units to our employees, including our named executive officers, as the long-term incentive component of
our compensation program. Our stock options allow our employees to purchase shares of our common stock at a price equal to the fair market
value of our common stock on the date of grant. Generally, our stock options granted to new hires have vested as to 25% of the total
number of option shares on the first anniversary of the award and in equal monthly installments over the following 36 months. Restricted
stock units generally vest at a rate of 25% of the total number of shares on each anniversary of the grant date.

 Perquisites and Other Benefits. The
Company does not provide significant perquisites or personal benefits to our named executive officers. Our named executive officers are
eligible to participate in our health and welfare plans to the same extent as all full-time employees generally.

 Retirement Plans. We currently maintain
a 401(k) retirement savings plan that allows eligible employees to defer a portion of their compensation, within limits prescribed by
the Internal Revenue Code, on a pre-tax or after-tax basis through contributions to the plan. Our named executive officers are eligible
to participate in the 401(k) plan on the same terms as other full-time employees generally. Currently, we match contributions made by
participants in the 401(k) plan at $0.50 for each $1.00 contributed on up to 6% an employee's eligible compensation. We believe
that providing a vehicle for retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation
package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

 Severance and Change-in-Control Arrangements.
 We generally enter into offer letters, rather than formal employment agreements, with our named executive officers. The letters set
forth the initial salary and bonus targets for each named executive officer. In addition, each of the named executive officers, as well
as certain other key employees, is a party to a change in control and severance agreement with the Company. The principal purpose of
the agreements is to protect the Company from certain business risks ( e.g., threats from loss of confidentiality or trade secrets,
disparagement, solicitation of customers and employees) and to define the Company's right to terminate the employment relationship.
In return, the executive officers are provided assurances with regard to salary and other compensation and benefits, as well as certain
severance benefits.

 The Company entered into Change-in-Control
and Severance Agreements with Messrs. Sharma, Gatoff, Barbieri and Kahn - all with substantially identical provisions - to provide severance
benefits in the event the executive's employment is terminated. A description of the material terms of the agreements, including
the severance benefits payable under these agreements is set forth below.

 Under the terms of the agreements, if the employment
of a named executive officer is terminated by the Company without cause or by the named executive officer for good reason not in connection
with a Change-in-Control, then the named executive officer is entitled to the following severance benefits:

 •
 an amount equal to the named
 executive officer's unpaid base salary and incentive pay through the date of termination
 and any other amounts owed to the named executive officer under our compensation plans;

 •
 an amount equal to six months of the named executive officer's base salary,
 payable in cash in the form of salary continuation;

 •
 immediate vesting of the portion of the named executive officer's outstanding
 equity awards under our compensation plans that would have vested or become exercisable had his employment continued
 through the next vesting date;

 •
 a lump-sum bonus payment equal to the pro-rated portion of the target bonus
 in the year of termination based on actual achievement of corporate performance goals and assumed full achievement
 of any individual performance goals; and

 •
 continued participation for up to nine months by the named executive officer
 and his dependents in our group health plan, at the same benefit and contribution levels in effect immediately
 prior to the termination;

 provided, however, that in order to receive the aforementioned
severance benefits (other than the named executive officer's unpaid base salary and incentive pay through the date of termination
and any other amounts owed to the named executive officer under our compensation plans), the named executive officer must execute a general
release of claims. Each of Messrs. Sharma, Barbieri and Kahn became entitled to receive the foregoing severance and other benefits in
connection with their departures from the Company.

 Under the agreements, subject to the executive's
execution of a general release of claims (other than with respect to the first severance benefit noted below), the named executive officer
is entitled to the following severance benefits, in lieu of the benefits described above, if the named executive officer 's employment
is terminated by the Company without cause or by the named executive officer for good reason during a Change-in-Control Period:

 •
 an amount equal to the named
 executive officer's unpaid base salary and incentive pay through the date of termination
 and any other amounts owed to the named executive officer under our compensation plans;

 •
 an amount equal to the sum of 18 months of the named executive officer's base salary;

 •
 an amount equal to 12 months of the named executive officer's target annual bonus opportunity;

 •
 immediate vesting of outstanding equity awards under our compensation plans; and

 •
 continued participation for up to 18 months by the named executive officer
 and his dependents in our group health plan, at the same benefit and contribution levels in effect immediately
 before the termination.

 The Change-in-Control and Severance Agreements
described above utilize the following definitions:

 "Cause"
 means:

 o
 any
 act of material misconduct or material dishonesty by the named executive officer in the performance
 of his or her duties;

 o
 any willful failure, gross neglect or refusal
 by the named executive officer to attempt in good faith to perform his or her duties to the
 Company or to follow the lawful instructions of the Board (except as a result of physical
 or mental incapacity or illness) which is not promptly cured after written notice;

 o
 the named executive officer's commission
 of any fraud or embezzlement against the Company (whether or not a misdemeanor);

 o
 any material breach of any written agreement
 with the Company, which breach has not been cured by the named executive officer (if curable)
 within 30 days after written notice thereof to the named executive officer by the Company;

 o
 the named executive officer's being convicted
 of (or pleading guilty or nolo contendere to) any felony or misdemeanor involving theft,
 embezzlement, dishonesty or moral turpitude; and/or

 o
 the named executive officer's failure
 to materially comply with the material policies of the Company in effect from time to time
 relating to conflicts of interest, ethics, codes of conduct, insider trading, or discrimination
 and harassment, or other breach of the named executive officer's fiduciary duties to
 the Company, which failure or breach is or could reasonably be expected to be materially
 injurious to the business or reputation of the Company.

 "Good
 Reason" means the occurrence, without the named executive officer 's consent,
 for more than thirty days after such named executive officer provides the Company a written
 notice detailing such conditions of:

 o
 a
 material diminution in his or her base compensation;

 o
 a material diminution in his or her job responsibilities,
 duties or authorities; or

 o
 a relocation of his or her principal place
 of work by more than 50 miles.

 "Change-in-Control"
 means:

 o
 a
 transaction after which an individual, entity or group owns 50% or more of the outstanding
 shares of our common stock, subject to limited exceptions;

 o
 a sale of all or substantially all of the Company's
 assets; or

 o
 a
 merger, consolidation or similar transaction, unless immediately following such transaction
 (a) the holders of our common stock immediately prior to the transaction continue to beneficially
 own more than 50% of the combined voting power of the surviving entity in substantially the
 same proportion as their ownership immediately prior to the transaction, (b) no person becomes
 the beneficial owner, directly or indirectly, of more than 50% of the total voting power
 of the outstanding shares of the voting securities eligible to elect directors of the surviving
 entity and (c) at least a majority of the members of the board of directors of the surviving
 entity immediately following the transaction were also members of the Board at the time the
 Board approved the transaction.

 "Change-in-Control
 Period" means the period commencing 30 days prior to a Change-in-Control and ending
 on the 12-month anniversary of such Change-in-Control.

 2023 Say-On-Pay Vote

 At our 2023 annual meeting of stockholders,
our stockholders approved, on a non-binding, advisory basis, the compensation paid to our named executive officers described in our 2023
proxy statement. Approximately 90.6% of the votes cast on the matter were voted in favor of this "say-on-pay" approval. The
Board and the Compensation Committee considers the voting results when establishing our executive compensation programs.

 Clawback Policy

 On October 24, 2023, the Compensation Committee
of the Board adopted an Executive Officer Clawback Policy (the "Clawback Policy"). The Clawback Policy, which becomes effective
immediately, will be administered by the Compensation Committee.

 The Clawback Policy provides that in the event
that the Company is required to prepare an accounting restatement to correct the Company's material noncompliance with any financial
reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a)
that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were
corrected in the current period or left uncorrected in the current period (collectively, a "Restatement"), the Company shall
recover erroneously awarded incentive-based compensation from its Officers. The recovery of such compensation applies regardless of (i)
whether an Officer engaged in misconduct or otherwise caused or contributed to the requirement for a Restatement, and (ii) whether or
when the Company files restated financial statements.

 Outstanding Equity Awards at Fiscal Year-End

 The following table provides information regarding
the stock options and RSUs held by our named executive officers that were outstanding at December 31, 2023.

 Option Awards

 Stock Awards

 Name

 Grant Date

 Number
 of
 Securities
 Underlying
 Unexercised
 Options
 Exercisable
 (#) (1)

 Number
 of
 Securities
 Underlying
 Unexercised
 Options
 Unexercisable
 (#) (1) (2)

 Option

 Exercise
 Price
 ($) (1)

 Option
 Expiration
 Date

 Number
 of
 shares
 of stock
 that
 have
 not
 vested
 (#) (1)(3)

 Market
 value
 of
 shares
 of
 stock
 that
 have not vested
 ($) (4)

 –

 –

 –

 –

 15,000

 33,000

 –

 (5)

 47.80

 –

 (5)

 75.00

 –

 (5)

 100.00

 –

 (5)

 150.00

 –

 (5)

 200.00

 6/6/2021

 15,625

 9,375

 96.60

 6/6/2031

 2/5/2020

 23,958

 1,042

 77.00

 2/5/2030

 7/30/2018

 –

 18.00

 7/30/2028

 9/25/2017

 15,000

 –

 13.80

 9/25/2027

 09/14/2023

 –

 4.73

 9/14/2033

 –

 –

 –

 –

 –

 –

 –

 –

 –

 06/30/2021

 4,960

 –

 100.90

 06/30/2031

 7/29/2020

 2,032

 –

 137.20

 7/29/2030

 10/4/2019

 3,334

 –

 47.80

 10/4/2029

 2/13/2019

 10,005

 –

 48.40

 2/13/2029

 ___________________

 (1)

 Number of shares and exercise prices are presented on a split-adjusted basis, following the
 Company's 1-for-10 reverse stock split, effective January 23, 2024.

 (2)

 Unless otherwise indicated, stock options are scheduled to vest over a four-year period, with one-fourth vesting on
 the first anniversary of the grant date and the remainder vesting ratably on a monthly basis thereafter through the fourth anniversary
 of the grant date.

 (3)

 Represents RSU awards. RSUs are scheduled to vest over a four-year period, with one-fourth vesting on
 the first anniversary of the grant date and the remainder vesting ratably on a monthly basis thereafter through the fourth anniversary
 of the grant date.

 (4)

 Calculated based on the closing price per share of our common stock on December 30, 2022 ($0.84).

 (5)

 Twenty-five percent (25%) of the shares subject to the options shall be first eligible to vest
 and become exercisable on the first anniversary of the grant date and (b) 1/48 of the shares vest on each monthly anniversary thereafter
 (such options which have become so eligible, "Eligible Options"), such that one hundred percent (100%) of the options shall
 become Eligible Options on the four-year anniversary of the Grant Date. The options shall vest and become only if (a) they have become
 Eligible Options; and (b) the average of the per-share closing price of the Company's common stock as reported on the principal exchange
 on which the shares are listed has equaled or exceeded the exercise price for ten (10) trading days within any 30 day period prior
 to the date of exercise.

 Director Compensation

 We use a combination of cash and equity-based
incentive compensation to attract and retain qualified candidates to serve on the Board. Upon the recommendation of the Compensation
Committee, the Board makes all compensation decisions for our non-management directors. In recommending director compensation, the Compensation
Committee considers, among other things, the amount of time required of directors to fulfill their duties. A director who is also an
employee of the Company does not receive additional compensation for serving as a director.

 Cash Compensation. The Board has approved
the following components of the annual cash retainer fee to our non-management directors for Board and Board committee service in 2023
(which amounts are prorated for directors who only served for a portion of the year):

 Chair

 Member

 Board of Directors

 $
 80,000

 $
 40,000

 Audit Committee

 $
 20,000

 $
 10,000

 Compensation Committee

 $
 14,000

 $
 6,000

 Nominating and Corporate Governance Committee

 $
 10,000

 $
 5,000

 (1)
 For independent directors only.
 If the Chair is also an employee or officer of the Company they will not receive retainers
 for service on the Board. Effective June 1, 2023, the Board approved a temporary one-year
 increase in Mr. Tuder's compensation to a monthly fee of $35,000 per month (in lieu
 of any other cash compensation) as compensation for various special projects Mr. Tuder was
 engaged in at the request and direction of the Board, with a goal of achieving sustainable
 positive free cash flow, including but not limited to: (i) assisting management to identify
 and implement cost savings and operational efficiencies; (ii) overseeing initiatives to improve
 the Company's balance sheet and optimize the Company's capital structure; (iii)
 reviewing and assessing the Company's strategy and consideration of strategic alternatives;
 and (iv) optimizing the Company's management and organizational structure. In February
 2024, Mr. Brace was appointed Executive Chairman, on an interim basis. In consideration for
 his service as Executive Chairman, the Board approved a temporary $20,000 per month increase
 in Mr. Brace's cash compensation. In addition, the Board will award Mr. Brace a one-time
 special equity award in the form of RSUs, to be granted upon the completion of Mr. Brace's
 service as Executive Chairman, with an economic value of $50,000 per month of service in
 such capacity that will vest immediately upon grant.

 Equity-Based Compensation. The Board
approved the following components for equity compensation to be awarded to each non-management director of the Company for 2023.

 •
 An initial equity award upon
 joining the Board in the form of RSUs with an economic value of $145,000. The RSUs vest in
 three equal annual installments beginning with the first anniversary of the grant date.

 •
 Thereafter, an annual equity award in the form of RSUs with an economic value
 of $125,000 that vests in full on the first anniversary of the grant date.

 Director Compensation Table. The table
below summarizes the compensation paid to our non-management directors for service on the Board for the year ended December 31, 2023.
In addition to the payments below, the Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with
attending Board and Board committee meetings.

 Name

 Fees Earned
 in
 Cash ($)

 Stock

 Awards ($) (1)(2)

 Total ($)

 James B. Avery (3)

 66,000

 $

 $
 191,000

 45,000

 $

 $
 170,000

 Philip Brace (4)

 11,087

 $
 145,000

 $
 156,087

 50,000

 $

 $
 175,000

 Christopher Lytle

 40,000

 $

 $
 165,000

 324,333

 $

 $
 449,333

 _____________________

 (1)

 Represents the aggregate grant date fair value of the equity awards granted in 2023 as computed
 in accordance with Accounting Standards Codification ("ASC") Topic 718, excluding the effect of estimated forfeitures.
 Assumptions used in the calculation of these amounts are included in Note 8, Share-based Compensation, in the Original Form
 10-K.

 (2)

 The following table shows, for each of our non-management directors, the
 aggregate number of shares subject to stock options and unvested stock awards outstanding as of December 31, 2023. The number
 of shares are presented on a split-adjusted basis, following the Company's 1-for-10 reverse stock split, effective January
 23, 2024.

 Name

 Stock
 Awards (#)

 Option
 Awards (#)

 James B. Avery (issued to Tavistock Financial LLC)

 21,551

 –

 22,013

 –

 Philip Brace

 35,365

 21,551

 –

 Christopher Lytle

 21,551

 –

 21,551

 5,690

 (3)

 As required by the terms of his employment with Tavistock Financial, LLC, all cash director
 fees earned by Mr. Avery are paid to Tavistock Foundation, Inc., a non-profit incorporated and existing under the laws of the State
 of Florida, and all equity awards to which he would be entitled for service as a director of the Company are issued to Tavistock
 Financial LLC.

 (4)

 Mr. Brace was appointed to the Board effective as of September 19, 2023.

 Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters

 Equity Compensation Plan Information

 As of December 31, 2023, the Company's
Amended and Restated 2000 Employee Stock Purchase Plan (the "Purchase Plan") and the 2018 Incentive Plan were the only compensation
plans under which securities of the Company were authorized for grant. The Purchase Plan and the 2018 Incentive Plan were approved by
our stockholders. In 2019, the Board terminated the Company's 2015 Incentive Compensation Plan (the "2015 Incentive Plan"),
which was adopted by the Board without stockholder approval pursuant to NASDAQ Listing Rule 5635. The following table provides information
as of December 31, 2023 regarding the Company's existing and predecessor plans. Number of shares and exercise prices are presented
on a split-adjusted basis, following the Company's 1-for-10 reverse stock split, effective January 23, 2024:

 Plan category

 Number of securities
 to be

 issued upon exercise of

 outstanding options

 Weighted-average

 exercise price of

 options outstanding (1)

 Number of securities
 remaining

 available for future issuance

 under equity compensation

 plans

 Equity compensation plans approved by security holders

 491,593

 $

 48.49

 921,749

 (2)

 Equity compensation plans not approved by security holders

 54,302

 (3)

 $

 4.96

 –

 ______________________

 (1)

 Amount is based on the weighted-average exercise price of vested and unvested outstanding stock
 options. RSUs, which have no exercise price, are excluded from this calculation.

 (2)

 Represents shares available for future issuance under the Purchase Plan and the 2018 Incentive
 Plan. As of December 31, 2023, there were 26,107 shares of our common stock available for issuance under the Purchase Plan (all
 of which were eligible to be purchased during the offering period in effect on such date) and 895,642 shares of our common stock
 available for issuance under the 2018 Incentive Plan.

 (3)

 Represents outstanding options under the 2015 Incentive Plan and inducement options were issued
 as employment inducement awards in accordance with NASDAQ Listing Rule 5635(c)(4). The 2015 Incentive Plan, which includes the same
 material terms as the 2018 Incentive Plan, could only be used for inducement grants to individuals to induce them to become employees
 of the Company or any of its subsidiaries, or, in conjunction with a merger or acquisition, to convert, replace or adjust outstanding
 stock options or other equity compensation awards, or for any other reason for which there is an applicable exception from the stockholder
 approval requirements of NASDAQ Listing Rule 5635, in each such case, subject to the applicable requirements of the NASDAQ Listing
 Rules.

 Security Ownership Certain Beneficial Owners and Management

 The tables below provide information regarding
the beneficial ownership of our common stock as of March 31, 2024 by: (i) each of our directors; (ii) each of our named executive officers;
(iii) all current directors and executive officers as a group; and (iv) each beneficial owner of more than five percent of our common
stock.

 Beneficial ownership is determined in accordance
with SEC rules and regulations, and generally includes voting power or investment power with respect to securities held. Unless otherwise
indicated and subject to applicable community property laws, we believe that each of the stockholders named in the table below has sole
voting and investment power with respect to the shares shown as beneficially owned. Securities that may be beneficially acquired within
60 days after March 31, 2024 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the
ownership of such person, but are not treated as outstanding for the purpose of computing the ownership of any other person.

 The address for directors and executive officers
is 9710 Scranton Road, Suite 200, San Diego, California 92121. The tables below list the number and percentage of shares beneficially
owned based on 11,882,844 shares of common stock outstanding as of March 31, 2024. Number of shares are presented on a split-adjusted
basis, following the Company's 1-for-10 reverse stock split, effective January 23, 2024.

 Directors and Named Executive Officers

 Total Shares of

 Common Stock

 Beneficially

 Shares Owned

 Right to Acquire

 Owned

 Name of Beneficial Owner

 (#)

 (#) (1)

 (#)

 Percentage

 28,286

 –

 –

 *

 –

 –

 –

 *

 –

 –

 –

 *

 –

 –

 –

 *

 James B. Avery

 –

 –

 –

 *

 Philip Brace

 1,400

 –

 1,400

 *

 7,324

 –

 7,324

 *

 10,629

 –

 10,629

 *

 Christopher Lytle

 38,407

 2,973 (3)

 41,380

 *

 22,915

 5,690

 28,605

 *

 All directors and executive officers as a group (seven persons)

 80,675

 8,663

 89,338

 *

 *
 Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

 (1)
 Represents shares of common stock that may be acquired pursuant to stock options or warrants
 that are or will become exercisable within 60 days after March 31, 2024.

 (2)
 Does not include shares of common stock held by Braslyn, Ltd., Golden Harbor Ltd. or Tavistock
 Financial, LLC, in which Mr. Avery disclaims beneficial ownership, which are reported in the table below under Five Percent
 Holders. Mr. Avery is obligated to transfer any shares issued pursuant to any equity awards made to him by the Company,
 or the economic benefits thereof, to Tavistock Financial, LLC.

 (3)
 Includes 2,973 shares of common stock issuable upon the conversion
 of outstanding convertible notes held in an individual retirement for the benefit of Mr. Lytle's mother. Mr. Lytle
 has investment power with respect to such shares and may be deemed to be the beneficial owner thereof. Mr. Lytle disclaims
 beneficial ownership of such shares.

 Five Percent Holders

 The following table sets forth information
regarding the number and percentage of shares of common stock held by all persons and entities known by us to beneficially own five percent
or more of our outstanding common stock. The information regarding beneficial ownership of the persons and entities identified below
is included in reliance on reports filed by the persons and entities with the SEC, except for modifications that are disclosed below
and except that the percentage is based upon our calculations made in reliance upon the number of shares reported to be beneficially
owned by such person or entity in such report and the number of shares of common stock outstanding on March 31, 2024. The number of shares
are presented on a split-adjusted basis, following the Company's 1-for-10 reverse stock split, effective January 23, 2024.

 Total Shares of

 Common Stock

 Beneficially

 Shares Owned

 Right to Acquire

 Owned

 Name and Address of Beneficial Owner

 (#)

 (#)

 (#)

 Percentage

 Entities affiliated with Golden Harbor Ltd. (1)

 2,078,935

 193,910

 2,272,845

 18.8%

 Cay House

 EP Taylor Drive N7776

 Lyford Cay

 New Providence C5

 Entities affiliated with North Sound Management, Inc. (2)

 469,189

 440,475

 909,664

 7.4%

 c/o Edward E. Murphy

 115 East Putnam Avenue

 Greenwich, CT 06830

 (1)
 Based on a Form 4 filed by Tavistock Financial, LLC and Joe Lewis
 with the SEC on October 3, 2023. Represents shares beneficially owned by Golden Harbor Ltd., Tavistock
 Financial, LLC and Braslyn Ltd., each of which Mr. Lewis is the sole indirect owner. Includes 193,910
 shares of common stock issuable upon the conversion outstanding convertible notes that were not included
 in the beneficial ownership amounts disclosed in the Form 4 filed on October 3, 2023.

 (2)
 Based on a Schedule 13D/A filed by North Sound Management, Inc., North Sound Trading, LP
 and Brian Miller with the SEC on March 2, 2021. Represents shares beneficially owned by North Sound Management, Inc., North
 Sound Trading, LP, and Mr. Miller. Includes the following that were not included in the beneficial ownership amounts disclosed
 in the Schedule 13D/A filed on March 2, 2021: (1) 440,475 shares of common stock issuable upon the conversion outstanding
 convertible notes but are currently exercisable because the ownership limitation in the convertible notes has terminated,
 (2) 1,420 shares of common stock issued upon vesting of restricted stock units; and (3) 45,756 shares of common stock issued
 in September 2021 in exchange for shares of the Company's Fixed-Rate Cumulative Perpetual Preferred Stock, Series E,
 par value $0.001 per share pursuant to an exchange agreement.

 Item 13. Certain Relationships and
Related Transactions, and Director Independence

 Transactions with Related Persons

 Interest Payments on Convertible Notes

 During 2023, the Company made interest payments
to Golden Harbor Ltd., a five percent holder, North Sound Trading, L.P., a five percent holder, and an individual retirement account
held by Mr. Lytle's mother, over which Mr. Lytle has investment discretion in the amounts of $794,820, $1,805,180, and $12,188
respectively, pursuant to the Company's 3.25% Convertible Senior Notes due 2025.

 Participation Interests in Loan Agreement

 On May 2, 2023, (1) South Ocean Funding, LLC
and North Sound Ventures, LP (the "Participants") collectively purchased a $4.0 million last-out subordinated participation
interest (the "Participation Interest") in the Company's Loan and Security Agreement (the "Credit Agreement")
with Siena Lending, LLC (the "Lender") pursuant to a Participation Agreement between the Participants and the Lender (the
"Participation Agreement"). In connection with the purchase of the Participation Interest, the Company agreed to pay the
Participants an exit fee upon the earlier of (a) the scheduled maturity date of the Credit Agreement, (b) the termination of the Lender's
commitment to make revolving loans prior to the scheduled maturity date of the Credit Agreement, and (c) the early redemption of the
Participants' Participation Interest under the Participation Agreement (the earliest to occur of the foregoing, the "Exit
Event"). The aggregate exit fee payable to the Participants is equal to (i) 7.5% of the Participation Interest, if the Exit Event
occurs on or before December 31, 2023, (ii) 10.0% of the Participation interest, if the Exit Event occurs between January 1, 2024 and
June 30, 2024 and (iii) 12.5% of the Participation Interest, if the Exit Events occurs after June 30, 2024.

 On April 19, 2024, in connection with the termination
of the Credit Agreement, the Company was required paid exit fees of $300,000 to South Ocean Funding, LLC and $100,000 North Sound Ventures,
LP as a result of the early redemption of the Participation Interest.

 South Ocean Funding, LLC is an affiliate of
Golden Harbor, Ltd. and North Sound Ventures, LP is an affiliate of North Sound Management, Inc. As of the date hereof, affiliates of
each of Golden Harbor, Ltd. and North Sound Management, Inc. hold in excess of 5% of the Company's outstanding common stock. James
Avery, a member of our Board of Directors, currently serves as Senior Managing Director of Tavistock Group, an affiliate of South Ocean
Funding, LLC.

 Review, Approval and Ratification of Transactions with
Related Persons

 The Board is committed to upholding the highest
legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened
risk of potential or actual conflicts of interest.

 Our Audit Committee charter requires that members
of the Audit Committee review and approve all related party transactions. Current SEC rules define a related party transaction to include
any transaction, arrangement or relationship in which:

 we
 are a participant;

 the
 amount involved exceeds $120,000; and

 an
 executive officer, director or director nominee, or any person who is known to be the beneficial
 owner of more than 5% of our common stock, or any person who is an immediate family member
 of an executive officer, director or director nominee or beneficial owner of more than 5%
 of our common stock had or will have a direct or indirect material interest.

 In addition, the Audit Committee is responsible
for reviewing and investigating any matters pertaining to the integrity of management, including conflicts of interest and adherence
to our Code of Conduct. Under our Code of Conduct, directors, officers and all other members of the workforce are expected to avoid any
relationship, influence or activity that would cause or even appear to cause a conflict of interest. All directors must recuse themselves
from any discussion or decision affecting their personal, business or professional interests.

 All related party transactions shall be disclosed
in our applicable filings with the SEC as required under SEC rules.

 Parents of the Company

 The Company has no parents except to the extent
that either of the Investors may be deemed a parent by virtue of their ownership of the Company's outstanding shares of Common
Stock, and their Board nomination and appointment rights under the Securities Purchase Agreement, dated August 6, 2018, by and among
the Company, Golden Harbor Ltd. and North Sound Trading, L.P.

 Director Independence

 Under the NASDAQ listing requirements, a majority
of the members of our Board must be independent. The Board has determined that James Avery, Stephanie Bowers, Christopher Harland and
Jeffrey Tuder are each "independent" of the Company and management within the meaning of the NASDAQ listing requirements.
Mr. Lytle is not "independent" under the NASDAQ listing requirements because he is a former employee of and consultant to
the Company. Mr. Brace is not currently "independent" under the NASDAQ listing requirements because he is serving as Executive
Chairman, on an interim basis; however, we expect that Mr. Brace will qualify as "independent" when he ceases to serve in
such role (provided that he does not serve in such role for more than one year).

 Item 14. Principal Accountant Fees and
Services

 Principal Accountant Fees and Services

 The following table sets forth fees for services
rendered by Marcum LLP for 2023 and 2022.

 2023

 2022

 Audit Fees (1)

 $
 679,800

 $
 717,653

 Audit-Related Fees (2)

 86,520

 8,755

 Tax Fees

 –

 –

 All Other Fees

 –

 –

 Total

 $
 766,320

 $
 726,408

 (1)
 Audit fees consist
 principally of fees for the audits of our annual consolidated financial statements and internal
 control over financial reporting, and review of our interim consolidated financial statements.

 (2)
 Audit-related fees consist primarily of fees for accounting consultations,
 comfort letters, consents and any other audit attestation services.

 Pre-Approval Policies and Procedures

 The Audit Committee annually reviews and pre-approves
certain audit and non-audit services that may be provided by our independent registered public accounting firm and establishes and pre-approves
the aggregate fee level for these services. Any proposed services that would cause us to exceed the pre-approved aggregate fee amount
must be pre-approved by the Audit Committee. All audit and non-audit services for 2022 and 2021 were pre-approved by the Audit Committee.

 Item 15. Exhibits and Financial Statement Schedules

 (a)(1) The Company's consolidated financial statements and
report of Marcum LLP, Independent Registered Public Accounting Firm, are included in Section IV of the Original Form 10–K beginning
on page F-1.

 (a)(2) Schedules have been omitted because they are not applicable
or are not required or the information required to be set forth therein is included in the consolidated financial statements or related
notes thereto.

 (a)(3) Exhibits

 The following Exhibits are filed as part of,
or incorporated by reference into this report:

 Exhibit No.

 Description

 3.1

 Amended
 and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on
 Form 8-K, filed November 9, 2016).

 3.2

 Amended
 and Restated Bylaws of Inseego Corp. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form
 8-K, filed November 9, 2016).

 3.3

 Certificate
 of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's
 Current Report on Form 8-K, filed August 13, 2019).

 3.4

 Certificate
 of Amendment to Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock (incorporated by reference
 to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed March 10, 2020).

 3.5

 Certificate of Amendment of Certificate of Incorporation of Inseego Corp., dated January 23, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed
 January 23, 2024).

 4.1

 Form
 of Inseego Corp. Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form
 8-K filed November 9, 2016).

 4.2

 Description
 of Equity Securities Registered under Section 12 of the Exchange Act. (incorporated by reference to Exhibit 4.2 to the Company's
 Annual Report on Form 10-K filed on March 1, 2021).

 4.3

 Base
 Indenture, dated May 12, 2020, between Inseego Corp. and Wilmington Trust, National Association, as trustee (incorporated by reference
 to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed May 12,

 4.4

 First
 Supplemental Indenture, dated May 12, 2020, between Inseego Corp. and Wilmington Trust, National Association, as trustee (incorporated
 by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed May 12, 2020).

 4.5

 Form
 of 3.25% convertible senior note due 2025 (incorporated by reference Exhibit 10.5 to the Company's Quarterly Report on Form
 10-Q, filed August 10, 2020).

 4.6

 Registration
 Rights Agreement, dated August 6, 2018, by and among Inseego Corp. and the Investors identified on Exhibit A to the Securities Purchase
 Agreement (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K, filed August 7, 2018).

 10.1*

 Amended
 and Restated Inseego Corp. 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Current
 Report on Form 8-K, filed July 18, 2018).

 10.2*

 Change
 in Control Agreement dated September 25, 2017 between Inseego Corp. and Ashish Sharma (incorporated by reference to Exhibit 10.2
 to the Company's Annual Report on form 10-K, filed March 3, 2023).

 10.3*

 Form
 of Indemnification (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed August 21,
 2017).

 10.4*

 Amended
 Inseego Corp. 2018 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current
 Report on Form 8-K (File No. 001-38358), filed on August 9, 2022).

 10.5

 Securities Purchase Agreement, dated August 6, 2018, by and among Inseego Corp. and the Investors identified on Exhibit A thereto (incorporated
 by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 7, 2018).

 10.6*

 Inseego Corp. Executive Officer Clawback Policy (incorporated by reference to Exhibit 10.1 to the Company's Current Report
 on Form 8-K, filed on October 30, 2023).

 10.7

 Equity
 Distribution Agreement, dated as of January 25, 2021, by and between Inseego Corp. and Canaccord Genuity LLC (incorporated by reference
 to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed January 26, 2021).

 10.8*

 Offer Letter dated September 12, 2023 between Inseego Corp. and Steven Gatoff (incorporated by reference to Exhibit 10.1 to
 the Company's Quarterly Report on Form 10-Q, filed November 3, 2023).

 10.9*

 Change in Control Agreement dated October 25, 2021 between Inseego Corp. and Robert G. Barbieri (incorporated
 by reference to Exhibit 10.3 to the Company's Current on Form 8-K/A, filed October
 26, 2021).

 10.10

 Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp. (as Guarantor) (incorporated by reference
 to the Company's (incorporated by reference to Exhibit 10.3 to the Company's Quarterly
 Report on form 10-Q, filed November 3, 2022).

 10.11

 First Amendment, dated as of December 15, 2022, to Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp. (as Guarantor) (incorporated by reference to Exhibit 10.20 to the Company's Annual
 Report on form 10-K, filed March 3, 2023).

 10.12

 Third Amendment, dated as of May 2, 2023, to Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp. (as Guarantor) (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 10-Q, filed on May
 4, 2023).

 10.13

 Exit Fee Letter Agreement, dated May 2, 2023, between Inseego Wireless, Inc., South Ocean Funding, LLC, and North Sound Ventures, LP. (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report
 on Form 10-Q, filed on May 4, 2023).

 Subsidiaries of Inseego Corp (incorporated by reference to Exhibit
 21 to the Company's Annual Report on Form 10-K for the period ended December 31, 2023, filed on February 22, 2024).

 23.1

 Consent
 of Independent Registered Public Accounting Firm (Marcum LLP) (incorporated by reference to Exhibit 23.1 to the Company's Annual
 Report on Form 10-K for the period ended December 31, 2021, filed on March 1, 2022).

 31.1

 Certification
 of our Principal Executive Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference
 to Exhibit 31.1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2023, filed on February 22, 2024).

 31.2

 Certification
 of our Principal Financial Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference
 to Exhibit 31.2 to the Company's Annual Report on Form 10-K for the period ended December 31, 2023, filed on February 22, 2024).

 31.3**

 Certification of our Principal Executive
 Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4**

 Certification of our Principal Financial
 Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification
 of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
 Act of 2002 (incorporated by reference to Exhibit 32.1 to the Company's Annual Report on Form 10-K for the period ended December
 31, 2021, filed on March 1, 2022).

 32.2

 Certification
 of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
 Act of 2002 (incorporated by reference to Exhibit 32.2 to the Company's Annual Report on Form 10-K for the period ended December
 31, 2021, filed on March 1, 2022).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Management contract, compensatory plan or arrangement

 **

 Filed herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: April 29, 2024

 INSEEGO CORP.

 By

 /s/ Steven Gatoff

 Chief Financial Officer

 (Principal Financial and Accounting
Officer)