CMBMF

MKT CAP $9KP/E —DIV YIELD —FCF YIELD -178567.55%REV TTM $170.5M +4.0%NET INCOME −$29.9MNET DEBT $55.1M52W 0.00 – 3.75SEC XBRL · TTM TO Invalid Date

How CMBMF rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

93%

of sentences unchanged

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new sentences

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sentences removed

Length

words, now 24,100

New in FY2025

As of December 31, 2025, we had approximately 486 full-time employees located in 25 countries, of whom 341 employees are located outside of the United States.
Unless the context otherwise requires, we use "Cambium Networks" to refer to Cambium Networks Corporation and its subsidiaries throughout this Annual Report on Form 10-K.
Information contained on our websites is not incorporated by reference into this Annual Report on Form 10-K.
Although we have appealed the Delist Determination, there is no assurance that we may be able to regain our Nasdaq listing.
If our appeal of the Delisting Determination is not successful, we will seek to regain our listing via a new application, which will require us to meet the initial listing standards for the Nasdaq Capital Market.
In particular, we may face heightened scrutiny from Nasdaq as a result of our history of being unable to meet Nasdaq’s listing requirements and having been a delinquent filer under the Exchange Act, which could delay a re-listing to the Nasdaq Capital Market or prevent us from achieving such a listing.
In addition, we may need to seek additional financing if our lender under our Credit Agreement does not continue to work with us as a result of our noncompliance with financial covenants under our Credit Agreement and accelerates the outstanding amounts due, causing the full outstanding balance under the Credit Agreement to become immediately due and payable.
We were unable to timely file our Annual Report on Form 10-K for the years ended December 31, 2024 or 2025, or the quarterly reports due during 2025, and may in the future, be unable to timely file our quarterly or annual reports as they come due.
Further, the weaknesses, including material weaknesses, in our internal controls that have been discovered in the past have not yet been fully remediated, and we have found additional control deficiencies and material weaknesses as of December 31, 2024 that continued during 2025.
The last reported sale price of our ordinary shares on the OTC Expert Market on April 20, 2026 was $0.19.
Our Credit Agreement with contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event we, among other things, create or assume certain liens; create, incur or assume additional indebtedness, subject to specified permitted debt; make or hold certain investments, subject to certain exceptions; enter into certain mergers, liquidations, consolidations and other fundamental changes, subject to specified exceptions; make certain sales and other disposition of property or assets, including sale and leaseback transactions, subject to certain conditions and exceptions; make certain payments of dividends, share repurchase and other distributions, subject to certain exceptions; and enter into certain transactions with affiliates.
Although we continue to work with the lender, we may be unable to regain compliance with covenants under the Credit Agreement.
If the lender accelerates amounts owing under the Credit Agreement because of our default, and we are unable to pay the accelerated amount due, the lender has the right to foreclose on substantially all of our assets.
In the event of a liquidation, the lender would be repaid the outstanding principal and interest owed to it prior to distribution of assets to unsecured creditors, and the holders of our shares would receive a portion of any liquidation proceeds only if all of our creditors, including our secured lender, were first repaid in full.
We are subject to compliance with financial covenants under our Credit Agreement.
We continue to work with the lender to address our noncompliance with these covenants.
We are actively taking actions to improve our profitability and to work with the lender to resolve our defaults under the Credit Agreement.
We have, over the last several years, worked to manage our inventory closely, resulting in a reduction in finished goods inventory, raw materials and supplier commitment, but also required additional capital to cover and manage past liabilities.
Any change in manufacturer has in the past and could continue to result in the delay in the manufacture and supply of our products, increase our cost of manufacture, and cause a delay in our shipments to customers and a delay or cancellation of orders.
Sales through distributors have been highly concentrated in a few distributors, with over 34% and 32% of our revenues in 2024 and 2025, respectively, coming from our three largest distributors in each year.
For example, sales outside of the United States accounted for 50% of total revenues in 2024 and 53% in 2025.
In the United States, as of December 31, 2024, we are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2022.
In the non-U.S. jurisdictions, the tax returns that are open vary by jurisdiction and are generally for tax years between 2020 through 2025.
Vector Capital and its affiliates control a majority of the voting power of our outstanding shares and as a result, we are a controlled company within the meaning of the corporate governance standards of the Nasdaq.
We have substantial operations in Illinois, California, England and India, and our third-party manufacturers are currently predominantly located in Vietnam, Thailand, Taiwan and the Philippines.

Gone since FY2024

As of December 31, 2024, we had approximately 553 full-time employees located in 22 countries, of whom 392 employees are located outside the United States.
As of December 31, 2025, we had approximately 486 full-time employees located in 25 countries, of whom 341employees are located outside of the United States.
Unless the context otherwise requires, we use "Cambium Networks" to refer to Cambium Networks Corporation and its subsidiaries throughout this Comprehensive Form 10-K.
Information contained on our websites is not incorporated by reference into this Comprehensive Form 10-K.
In connection with regaining compliance with our Exchange Act filing obligations, we intend to seek an uplisting of our ordinary shares to trade on Nasdaq, which will require us to meet the initial listing standards for the Nasdaq Capital Market.
In particular, we may face heightened scrutiny from Nasdaq as a result of our history of being unable to meet Nasdaq’s listing requirements and having been a delinquent filer under the Exchange Act, which could delay an uplisting to the Nasdaq Capital Market or prevent us from achieving an uplisting.
In addition, we may need to seek additional financing if Bank of America does not continue to work with us as a result of our noncompliance with financial covenants under our Credit Agreement and accelerates the outstanding amounts due, causing the full outstanding balance under the Credit Agreement to become immediately due and payable.
We were unable to timely file our Annual Report on Form 10-K for the year ended December 31, 2024, or the quarterly reports due during 2025, and may in the future, be unable to timely file our quarterly or annual reports as they come due.
Further, the weaknesses, including material weaknesses, in our internal controls that have been discovered in the past have not yet been fully remediated, and we have found additional control deficiencies and material weaknesses as of December 31, 2024.
The last reported sale price of our ordinary shares on the OTC Expert Market on March 30, 2026 was $0.13.
Our Credit Agreement with Bank of America contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event we, among other things, create or assume certain liens; create, incur or assume additional indebtedness, subject to specified permitted debt; make or hold certain investments, subject to certain exceptions; enter into certain mergers, liquidations, consolidations and other fundamental changes, subject to specified exceptions; make certain sales and other disposition of property or assets, including sale and leaseback transactions, subject to certain conditions and exceptions; make certain payments of dividends, share repurchase and other distributions, subject to certain exceptions; and enter into certain transactions with affiliates.
Although we continue to work with Bank of America, we may be unable to regain compliance with covenants under the Credit Agreement.
If Bank of America accelerates amounts owing under the Credit Agreement because of our default, and we are unable to pay the accelerated amount due, Bank of America has the right to foreclose on substantially all of our assets.
In the event of a liquidation, Bank of America would be repaid the outstanding principal and interest owed to it prior to distribution of assets to unsecured creditors, and the holders of our shares would receive a portion of any liquidation proceeds only if all of our creditors, including our secured lender, were first repaid in full.
We are subject to compliance with financial covenants under our Credit Agreement with Bank of America.
We continue to work with the bank to address our noncompliance with these covenants.
We are actively taking actions to improve our profitability and to work with Bank of America to resolve our defaults under the Credit Agreement.
Over the course of 2024, we worked to manage our inventory closely, resulting in a reduction in finished goods inventory, raw materials and supplier commitment, but also required additional capital to cover and manage past liabilities.
Any change in manufacturer could result in the delay in the manufacture and supply of our products, increase our cost of manufacture, and cause a delay in our shipments to customers and a delay or cancellation of orders.
Sales through distributors have been highly concentrated in a few distributors, with over 37%, and 34% of our revenues in 2023 and 2024, respectively, coming from our three largest distributors in each year.
For example, sales outside of the United States accounted for 40% of total revenues in 2023 and 50% in 2024.
In the United States, as of December 31, 2024, we are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2021.
In the non-U.S. jurisdictions, the tax returns that are open vary by jurisdiction and are generally for tax years between 2018 through 2024.
Vector Capital and its affiliates controls a majority of the voting power of our outstanding shares and as a result, we are a controlled company within the meaning of the corporate governance standards of the Nasdaq.
We have substantial operations in Illinois, California, England and India, and our third-party manufacturers are currently predominantly located in Vietnam, Thailand, Taiwan and Philippines.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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