Cambium Networks Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30,2024

OR

For the transition period from

Commission File Number:001-38952

CAMBIUM NETWORKS CORP ORATION

(Exact Name of Registrant as Specified in its Charter)

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

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, 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of November 8, 2024, the registrant had 28,243,808 shares of ordinary shares, $0.0001 par value per share, outstanding.

Table of Contents

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Note regarding forward-looking statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, forward-looking statements may be identified by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of risks, uncertainties and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, they should not be relied upon as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

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the unpredictability of our operating results;

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our ability to successfully comply with or obtain a waiver of compliance with the financial covenants under our secured credit facilities;

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the sufficiency of our cash resources, our ability to negotiate covenant relief with our lenders and needs for additional financing;

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the impact if in future we are required to write down goodwill or other intangible assets;

•

our ability to predict and respond to emerging technological trends and network operators' changing needs;

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our ability to forecast future demand or the level of inventory in our channel, which could adversely affect our commitments to our suppliers and our channel partners' ability to effectively manage inventory of our products, timely resell our products or estimate expected future demand;

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our ability to manage inventory and the risk of excess or obsolete inventory in our channel;

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the impact of competitive pressures on the development of new products;

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risks caused by political tensions around the world including the current war in Ukraine as well as tensions between the United States and China and events in Israel, Gaza and the Middle East;

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the strength of the United States dollar and the impact on the cost of our products globally;

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current or future unfavorable economic conditions, both domestically and in our foreign markets, including the risk of global or localized recessions;

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our limited or sole source suppliers' inability to acquire or produce third-party components to build our products and the impact of supply shortages, extended lead times or changes in supply of components and other parts required to manufacture our products;

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our reliance on third-party manufacturers, which subjects us to risks of product delivery delays and reduced control over product costs and quality;

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our reliance on distributors and value-added resellers for the substantial majority of our sales;

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the inability of our third-party logistics and warehousing providers to deliver products to our channel partners and network operators in a timely manner;

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our distributors' and channel partners' inability to attract new network operators or sell additional products to network operators that currently use our products;

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the technological complexity of our products, which may contain undetected hardware defects or software bugs or subject our products to the risks of ransomware or malware or other cyber attacks;

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our channel partners' inability to effectively manage inventory of our products, timely resell our products or estimate expected future demand;

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credit risk of our channel partners, which could adversely affect their ability to purchase or pay for our products;

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the impact of any material weaknesses in and our ability to maintain an effective system of internal controls, produce timely and accurate financial statements or comply with applicable regulations;

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the impact of actual or threatened health epidemics and other outbreaks;

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our reliance on the availability of third-party licenses;

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our inability to obtain intellectual property protections for our products; and

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our ability to maintain our listing on the Nasdaq Global Market.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

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