INSEEGO CORP

On May 7, 2025, the Company’s Board of Directors approved an amendment to and a restatement of the bylaws of the Company (as so amended and restated, the “Bylaws”), which was effective immediately upon such approval by the Board. Among other things, the Bylaws were amended to (i) add a requirement to the advance notice provisions for stockholder proposals that any Proposing Person (as defined in the Bylaws) represent that it will comply with the Exchange Act, including the universal proxy rules adopted thereunder, (ii) require any director nominee of a stockholder of the Company to agree to be named as a nominee in any proxy statement of the Company, (iii) clarify that the approval standard for stockholder votes on matters other than the election of directors is based on shares present and entitled to vote on the subject matter being voted upon, (iv) expand and clarify the authority of the Board of Directors and chairperson of a meeting of the Company’s stockholders with respect to the conduct of business at any such meeting and (v) revise the provisions regarding the selection of the state and federal courts located in Delaware as the exclusive fora for certain lawsuits to exclude claims as to which the court determines that there is an indispensable party not subject to the jurisdiction of such court and to add that, unless otherwise consented to in writing by the Company, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Court of Chancery and the federal district court for the District of Delaware will be the exclusive fora for the resolution of any derivative claim arising under the Exchange Act. The Bylaws were also amended to make certain changes to reflect recent changes to the General Corporation Law of the State of Delaware and to avoid any suggestion that the Bylaws provide for different requirements than Delaware law regarding notices of adjourned meetings, access to lists of stockholders entitled to vote at a meeting, and execution of stock certificates.

The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, which are attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and are incorporated herein by reference.