[FORM 8-K Filing Information](index=1&type=section&id=FORM%208-K%20Filing%20Information) This section provides administrative details of the Form 8-K filing, including registrant information and the earliest event reported date [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section details the registrant's name, incorporation jurisdiction, address, and the earliest event date reported for the Form 8-K filing - Registrant: **CAMBIUM NETWORKS CORPORATION**, incorporated in Cayman Islands[2](index=2&type=chunk) - Date of Report (Date of earliest event reported): **August 07, 2025**[2](index=2&type=chunk) [Securities Registration](index=1&type=section&id=Securities%20Registration) This part details the securities registered pursuant to Section 12(b) of the Act, identifying the class of shares, trading symbol, and exchange Securities Registered Pursuant to Section 12(b) of the Act | Title of each class | Symbol(s) | Name of each exchange on which registered | | :------------------ | :-------- | :---------------------------------------- | | Ordinary shares, $0.0001 par value | CMBM | Nasdaq Global Market | - The registrant is not an emerging growth company[5](index=5&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item incorporates by reference information from Item 4.02, indicating the impact of non-reliance on previously issued financial statements [Incorporation by Reference](index=3&type=section&id=Incorporation%20by%20Reference) This item incorporates by reference information from Item 4.02, highlighting its direct impact on financial condition and results of operations - Information included in Item 4.02 is incorporated by reference[6](index=6&type=chunk) [Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review](index=3&type=section&id=Item%204.02%20Non-Reliance%20on%20Previously%20Issued%20Financial%20Statements%20or%20a%20Related%20Audit%20Report%20or%20Completed%20Interim%20Review) This section details the Audit Committee's conclusion of non-reliance on past financial statements due to material errors and the resulting impact on filings [Audit Committee's Conclusion and Non-Reliance Periods](index=3&type=section&id=Audit%20Committee's%20Conclusion%20and%20Non-Reliance%20Periods) The Audit Committee concluded that previously issued financial statements and related disclosures for specific periods should no longer be relied upon due to material errors - Audit Committee concluded that previously issued financial statements and related disclosures should no longer be relied upon due to errors[7](index=7&type=chunk) Non-Reliance Periods for Financial Statements | Document Type | Period Ended | | :-------------- | :----------- | | Audited Consolidated Financial Statements (Form 10-K) | December 31, 2022 | | Audited Consolidated Financial Statements (Form 10-K) | December 31, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | March 31, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | June 30, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | September 30, 2023 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | March 31, 2024 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | June 30, 2024 | | Unaudited Condensed Consolidated Financial Statements (Form 10-Q) | September 30, 2024 | [Impact on Future Filings and Delays](index=3&type=section&id=Impact%20on%20Future%20Filings%20and%20Delays) The company faces delays in filing its Annual Report on Form 10-K for FY2024 and Quarterly Reports on Form 10-Q for Q1 and Q2 2025 due to extensive review - Company did not file its Annual Report on Form 10-K for **FY2024** or Quarterly Report on Form 10-Q for **Q1 2025** by due dates[8](index=8&type=chunk) - Company will not be able to timely file its Quarterly Report on Form 10-Q for the period ended **June 30, 2025**[8](index=8&type=chunk) - Filing delays are due to the length of time taken to review the matters described in Item 4.02[8](index=8&type=chunk) [Nature and Materiality of Identified Errors](index=3&type=section&id=Nature%20and%20Materiality%20of%20Identified%20Errors) Material errors primarily relate to variable consideration under ASC 606, stemming from insufficient model design and retrospective analysis, with no willful misconduct found - Material errors identified primarily related to variable consideration (sales returns and customer rebates) under **ASC 606**[9](index=9&type=chunk) - Models used to estimate variable consideration were not designed to sufficiently include readily available information, and retrospective analysis was not sufficiently applied[9](index=9&type=chunk) - Errors are quantitatively material, but there is no evidence of willful misconduct[9](index=9&type=chunk) [Internal Control Weaknesses and Potential for Additional Errors](index=3&type=section&id=Internal%20Control%20Weaknesses%20and%20Potential%20for%20Additional%20Errors) The company's disclosure controls and internal control over financial reporting were ineffective as of September 30, 2024, with ongoing review potentially identifying further errors - Disclosure controls and procedures, including internal control over financial reporting, were ineffective as of **September 30, 2024**, and continue to be[10](index=10&type=chunk) - Management's review is ongoing, and additional material errors or material weaknesses regarding internal control over financial reporting may be identified[10](index=10&type=chunk) [Engagement with Auditors](index=3&type=section&id=Engagement%20with%20Auditors) Management and the Audit Committee have discussed these matters with current and prior auditors to complete the review and necessary financial restatements - Discussions held with **Grant Thornton LLP** (current auditor) and **KPMG LLP** (prior auditor)[11](index=11&type=chunk) - Company is working with current and prior public accounting firms to complete the review and financial restatements[11](index=11&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section provides a disclaimer regarding forward-looking statements, highlighting inherent risks and the company's limited obligation to update them [Disclaimer and Risk Factors](index=3&type=section&id=Disclaimer%20and%20Risk%20Factors) This section provides a standard disclaimer regarding forward-looking statements, emphasizing that they are subject to substantial risks and uncertainties, with no intent to update unless legally required - Report contains forward-looking statements subject to risks and uncertainties outside the company's control[12](index=12&type=chunk) - Risks include the ongoing investigation identifying additional errors and the costly, time-consuming nature of restating financial statements[12](index=12&type=chunk) - The company assumes no obligation and does not intend to update these forward-looking statements, except as required by law[12](index=12&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=4&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This item lists the exhibits filed as part of the Form 8-K, specifically the Cover Page Interactive Data File [Exhibits Filed](index=4&type=section&id=Exhibits%20Filed) This item lists the exhibits filed as part of this Form 8-K, specifically identifying the Cover Page Interactive Data File Exhibits Filed | Exhibit No. | Description | | :------------ | :---------- | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=5&type=section&id=SIGNATURES) This section formally concludes the report with the required signatures, confirming authorization by an officer [Report Signatures](index=5&type=section&id=Report%20Signatures) This section formally concludes the report with the required signatures, confirming that the registrant has duly caused the report to be signed on its behalf by an authorized officer - Report signed on **August 11, 2025**, by **Jacob A. Sayer**, Chief Financial Officer of Cambium Networks Corporation[17](index=17&type=chunk)

Industry Overview - The Zacks Wireless National industry is experiencing healthy demand trends due to accelerated 5G rollout and increased fiber densification, which aids in bridging the digital divide with seamless connectivity [1] - The industry primarily includes firms providing a wide range of communication services, including wireless, wireline, broadband, and cloud-based services to both retail consumers and businesses [3] Future Trends - The 5G ecosystem is gaining traction as companies deploy advanced 4G LTE technologies and expand fiber optic networks to support both 4G and 5G standards, enhancing coverage and speed for customers [4] - Industry participants are shifting towards a software-centric network model to improve operational efficiencies and meet increasing business demands [6] Competitive Landscape - Increased infrastructure spending has led to short-term margin erosion due to aggressive promotional expenses and low-priced service plans aimed at customer retention [5] - The industry faces challenges from over-the-top service providers and price-sensitive competition, which is expected to intensify [5] Performance Metrics - The Zacks Wireless National industry has outperformed the S&P 500 and the broader Zacks Computer and Technology sector over the past year, with a growth of 22.4% compared to 15.9% for the S&P 500 and 21.4% for the sector [9] - The industry is currently trading at a trailing 12-month EV/EBITDA of 9.5X, significantly lower than the S&P 500's 17.77X and the sector's 17.81X [12] Key Companies - Array Digital Infrastructure, Inc. is benefiting from solid user engagement in its fixed wireless business and has delivered an earnings surprise of 40% on average over the trailing four quarters, carrying a Zacks Rank 2 (Buy) [15] - Liberty Latin America Ltd. is positioned to leverage its end-to-end communications platform and upgraded infrastructure, carrying a Zacks Rank 3 (Hold) [18] - Cambium Networks Corporation is well-positioned with a broad portfolio of fixed wireless broadband solutions and has a long-term earnings growth expectation of 20%, also carrying a Zacks Rank 3 [20]

Group 1 - Cambium Networks received a second deficiency notice from Nasdaq for failing to file its Form 10-K for the year ended December 31, 2024, indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) [1][2] - The company had previously received an initial deficiency notice on April 10, 2024, for not meeting the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5450(a)(1) [1][2] - Nasdaq has provided Cambium Networks with 60 calendar days to either file the Form 10-K or submit a compliance plan, with the possibility of an extension of up to 180 days if the plan is accepted [2] Group 2 - Cambium Networks aims to resolve the compliance deficiency and regain its listing status on Nasdaq [3] - The company provides networking solutions to service providers, enterprises, and governments, focusing on simplifying network management through its ONE Network platform [4]

Financial Performance - Cambium Networks Corporation (CMBM) is expected to report revenues of $34 million for Q4 2024, down from the previous estimate of $40-45 million and a decline from $40.2 million in the same quarter last year [1] - For the full year 2024, revenues are projected at $166 million, a decrease from $220.2 million in 2023, with a net loss estimated at $92 million or $3.29 per share, compared to a net loss of $77.4 million or $2.81 per share in 2023 [2] Impairment and Losses - The company anticipates non-cash charges of $27 million related to the impairment of goodwill and other intangible assets, primarily due to competitive market pressures and soft demand trends [2] - The widening losses in 2024 are attributed to both top-line decline and these impairment charges [2] Internal Control Issues - Cambium has identified issues in its internal control over financial reporting, particularly concerning allowance for credit losses, customer incentives, and IT general controls [3] - The company is taking steps to resolve these material weaknesses and implement additional processes [3] Competitive Environment - Cambium operates in a highly competitive environment, facing rapid technology shifts that require significant investment in research and development (R&D) to enhance product offerings [4] - The company's financial results and the need for R&D investments may strain its margins and impact long-term business prospects [4] Stock Performance - CMBM's stock has decreased by 83.8% over the past year, contrasting with the industry's growth of 41.1% [7] - Currently, Cambium holds a Zacks Rank of 3 (Hold) [8]

Core Viewpoint - Cambium Networks Corporation has filed a Notification of Late Filing for its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, due to the need for additional time to finalize its consolidated financial statements and internal control assessments [1][2]. Financial Performance - For the fiscal year ended December 31, 2024, Cambium Networks expects revenues of approximately $166.0 million, a decrease from $220.2 million in the prior year [8]. - The company anticipates a net loss of approximately $92.0 million, or $3.29 per diluted share, compared to a net loss of $77.4 million, or $2.81 per diluted share, for the fiscal year ended December 31, 2023 [8]. - For the quarter ended December 31, 2024, revenues are expected to be around $34.0 million, down from $40.2 million in the same quarter of the previous year [8]. - The anticipated net loss for the quarter is approximately $47.0 million, or $1.66 per diluted share, compared to a net loss of $52.9 million, or $1.91 per diluted share, for the quarter ended December 31, 2023 [8]. - Included in the net losses for both the quarter and year are approximately $27.0 million of non-cash charges related to impairment of goodwill and other intangible assets, attributed to weakened forecast demand and competitive pressures [8]. Internal Control Issues - The company has identified material weaknesses in its internal control over financial reporting, particularly concerning Allowance for Credit Losses, Customer Incentives, and Information Technology General Controls [3]. - Cambium Networks is implementing measures to improve its internal control over financial reporting, with oversight from the Audit Committee and assistance from external advisors [3]. Going Concern - The Annual Report on Form 10-K is expected to include disclosures regarding substantial doubt about the company's ability to continue as a going concern [6].

Core Insights - Cambium Networks announced the successful OpenRoaming™ certification of its Wi-Fi 7 indoor access point, the X7-35X, highlighting its commitment to seamless and secure wireless connectivity for various sectors [1][2] OpenRoaming Overview - OpenRoaming is a framework that automates Wi-Fi connectivity, allowing users to connect without manual SSID selection or credential entry, providing a cellular-like experience with enterprise-grade security [3] Benefits of OpenRoaming for Cambium Customers - The OpenRoaming certification enables next-generation Wi-Fi experiences across multiple environments, including hospitality, education, healthcare, and smart cities, enhancing user engagement and operational efficiency [4][5] X7-35X Wi-Fi 7 AP Features - The X7-35X offers tri-band support (2.4 GHz, 5 GHz, and 6 GHz), Multi-Link Operation (MLO) for improved throughput, advanced security aligned with OpenRoaming standards, and AI-powered analytics for real-time optimization [6]

Group 1 - Cambium (CMBM) has gained approximately 62.1% year-to-date, significantly outperforming the Computer and Technology sector, which has returned an average of -1.6% [4] - Cambium holds a Zacks Rank of 2 (Buy), indicating strong analyst sentiment and a positive earnings outlook, with a 4.4% increase in the consensus estimate for full-year earnings over the past three months [3] - Cambium is part of the Wireless National industry, which has an average gain of 16.7% this year, further highlighting its strong performance relative to its peers [5] Group 2 - CrowdStrike Holdings (CRWD), another stock in the Computer and Technology sector, has a year-to-date return of 11% and also holds a Zacks Rank of 2 (Buy) [4][5] - The Security industry, to which CrowdStrike belongs, has moved +8.5% year-to-date, ranking 25 in the Zacks Industry Rank [6] - Investors are encouraged to monitor both Cambium and CrowdStrike Holdings for their potential to maintain solid performance in the Computer and Technology sector [6]

Core Viewpoint - Investors are increasingly seeking growth stocks that demonstrate above-average growth potential, with Cambium (CMBM) identified as a strong candidate due to its favorable growth metrics and Zacks Rank [2][10]. Group 1: Earnings Growth - Cambium's historical EPS growth rate is 3.4%, but projected EPS growth for this year is expected to be 96.4%, significantly surpassing the industry average of 41.4% [5]. Group 2: Asset Utilization Ratio - Cambium has an asset utilization ratio (sales-to-total-assets ratio) of 0.77, indicating that the company generates $0.77 in sales for every dollar in assets, compared to the industry average of 0.36, showcasing superior efficiency [6]. Group 3: Sales Growth - The company's sales are projected to grow by 15.6% this year, which is substantially higher than the industry average growth of 1.5% [7]. Group 4: Earnings Estimate Revisions - The current-year earnings estimates for Cambium have been revised upward, with the Zacks Consensus Estimate increasing by 2.5% over the past month, indicating a positive trend in earnings revisions [8]. Group 5: Overall Positioning - Cambium holds a Zacks Rank of 2 (Buy) and a Growth Score of A, positioning it well for potential outperformance in the growth stock category [10].

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Core Viewpoint - Cambium (CMBM) has been upgraded to a Zacks Rank 2 (Buy), indicating a positive trend in earnings estimates which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Price Movement - The Zacks rating system is based on changes in earnings estimates, which are strongly correlated with near-term stock price movements [4][6]. - Cambium is expected to earn -$0.98 per share for the fiscal year ending December 2024, reflecting a year-over-year change of 10.9% [8]. Analyst Sentiment and Market Position - Analysts have raised their earnings estimates for Cambium, with the Zacks Consensus Estimate increasing by 11.5% over the past three months [8]. - The upgrade to Zacks Rank 2 places Cambium in the top 20% of Zacks-covered stocks, suggesting potential for higher stock movement in the near term [10]. Zacks Rank System Overview - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with a proven track record of performance, particularly for Zacks Rank 1 stocks which have generated an average annual return of +25% since 1988 [7][9].