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What changed in AIRGAIN INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AIRGAIN INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+349 added−334 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in AIRGAIN INC's 2025 10-K

349 paragraphs added · 334 removed · 234 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeBased on publicly available market research and internal estimates, we project the SAM will grow from $1.1 billion in 2024 to $2.6 billion in 2025, largely driven by the launch of our AC-Fleet vehicle gateway and our Lighthouse smart repeaters. 7 Airgain Estimated SAM ($B) Sales and Marketing Our sales and marketing organizations work together closely to improve market awareness, build a strong sales pipeline, and cultivate ongoing customer relationships to drive sales growth.
Biggest changeOur focus is on growing these innovative connectivity solutions, which we believe could significantly expand our serviceable available market (SAM). The following graphic summarizes our estimated SAM. Based on publicly available market research and internal estimates, we project the SAM will significantly grow, largely driven by the launch of our AC-Fleet vehicle gateway and our Lighthouse smart repeater platforms.
The principal competitive factors in our markets include: price and total cost of ownership as a result of reliability and performance issues; brand awareness and reputation; component performance, such as reliability, range and throughput; ability to integrate with other technology infrastructures; offerings across breadth of wireless products; design and testing capabilities; lead-time and flexibility to rapidly customize solutions to individual customer requirements; relationships with semiconductor/chipset vendors; intellectual property protection; sales and marketing strength in different regions; and the ability to solve many complex RF problems across the entire spectrum of broadband connectivity.
The principal competitive factors in our markets include: price and total cost of ownership as a result of reliability and performance issues; brand awareness and reputation; component performance, such as reliability, range and throughput; ability to integrate with other technology infrastructures; offerings across breadth of wireless products; design and testing capabilities; lead-time and flexibility to rapidly customize solutions to individual customer requirements; relationships with semiconductor/chipset vendors; intellectual property protection; sales and 11 marketing strength in different regions; and the ability to solve many complex RF problems across the entire spectrum of broadband connectivity.
Direct methods include advertising, web properties, marketing collateral, email campaigns, paid and organic social media, search engine marketing, media relations, content marketing, direct mail, tradeshows and events, and general lead generation tactics. 8 Indirect methods include co-marketing efforts together with resellers, distributors, system integrators, hardware and software partners, and carriers both domestically and internationally.
Direct methods include advertising, web properties, marketing collateral, email campaigns, paid and organic social media, search engine marketing, media relations, content marketing, direct mail, tradeshows and events, and general lead generation tactics. Indirect methods include co-marketing efforts together with resellers, distributors, system integrators, hardware and software partners, and carriers both domestically and internationally.
Information relating to our corporate governance is also included on our investor relations website. The information in or accessible through the SEC and our website are not incorporated into, and are not considered part of, this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only. 11
Information relating to our corporate governance is also included on our investor relations website. The information in or accessible through the SEC and our website are not incorporated into, and are not considered part of, this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.
Additionally, we uphold an intellectual property strategy that includes patent and trademark filings in multiple jurisdictions. Products and Solutions Enterprise The enterprise market demands reliable wireless access across diverse settings, including smart cities, utilities, factories, buildings, campuses, transportation hubs, stadiums, and suburban developments.
Additionally, we uphold an intellectual property strategy that includes patent and trademark filings in multiple jurisdictions. Products and Solutions Enterprise The enterprise market demands reliable wireless access across diverse settings, including smart cities, campuses, stadiums, transportation hubs, utilities, buildings, and suburban developments.
Additionally, for the development of certain company products, we engage with ODM partners to augment our internal engineering capability. Our ODM partners, primarily in Taiwan, enable us to scale our product development capacity quickly - especially for integrated connectivity products such as Lantern, AC-Fleet, and Lighthouse.
Additionally, for the development of certain company products, we engage with ODM partners to augment our internal engineering capability. Our ODM partners, primarily in Taiwan, enable us to quickly scale our product development capacity - especially for integrated connectivity products such as AC-Fleet and Lighthouse.
We provide the control, test and measurement plans to the CMs to help ensure that each product conforms to the Airgain specifications, and we monitor the quality performance of our CMs through quality reports and periodic audits. We maintain a close direct relationship with our CMs to help ensure that supply and quality meet our requirements.
We provide the control, test and measurement plans to the CMs to help ensure that each product conforms to the Airgain specifications, and we monitor the quality performance of our CMs through quality reports and periodic audits. We maintain a close relationship with our CMs to help ensure that supply and quality meet our requirements.
Our channel partners provide us with additional sales leverage by sourcing new prospects, providing technical support to existing customers, upselling additional use cases, and maintaining repeat business with existing customers. These channels partners provide added coverage to customers and prospects we cannot reach directly.
Our channel partners provide us with additional sales leverage by sourcing new prospects, providing technical support to existing customers, upselling additional use cases, and maintaining repeat business with existing customers. These channel partners provide added coverage to customers and prospects we cannot reach directly.
Several ODMs, including Arcadyan Technology Corporation, Foxconn Electronics Inc., Gemtek, Zyxel Communications, Inc. (MitraStar Technology), and Wistron Corporation, design, manufacture, and sell complete wireless devices, in direct competition with us.
Several ODMs, including Arcadyan Technology Corporation, Foxconn Electronics Inc., Gemtek, Sercomm, Zyxel Communications, Inc. (MitraStar Technology), and Wistron Corporation, design, manufacture, and sell complete wireless devices, in direct competition with us.
In the third quarter of 2024, we completed the first commercial deployment of our second generation AirgainConnect® Fleet (AC-Fleet) system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway that provides 4G/5G cellular connectivity with built-in multi-profile eSIM, GPS, Wi-Fi, and gigabit ethernet router functionalities.
In the third quarter of 2024, we completed the first commercial deployment of our second generation AirgainConnect® Fleet (AC-Fleet) system solution - a low profile, roof-mounted, all-in-one 5G vehicle gateway that provides 4G/5G cellular connectivity with built-in multi-profile eSIM, GNSS, Wi-Fi, and gigabit Ethernet router functionalities.
Our embedded antennas are deployed in various consumer applications including access points, wireless gateways, FWA devices, Wi-Fi routers and extenders, smart TVs, smart home devices, and set-top boxes. These consumer products support a variety of technologies, products and services, including 4G/LTE, 5G, Wi-Fi, Bluetooth, LPWAN and Global Navigation Satellite System (GNSS).
Our embedded antennas are deployed in various consumer applications including access points, wireless gateways, FWA devices, Wi-Fi routers and extenders, and smart home devices. These consumer products support a variety of technologies, products and services, including 4G/LTE, 5G, Wi-Fi, Bluetooth, LPWAN and Global Navigation Satellite System (GNSS).
AT-Flight targets the healthcare and life sciences markets and uses artificial intelligence to automatically detect a flight event and activate airplane mode to comply with FAA regulations – thus eliminating the need for manual intervention.
AT-Flight targets the healthcare and life sciences markets and uses artificial intelligence to automatically detect a flight event and activate airplane mode compliance with FAA regulations, eliminating the need for manual intervention.
ITEM 1. BUSINESS Overview Headquartered in San Diego, California, Airgain, Inc. (NASDAQ: AIRG) is a leading provider of advanced wireless connectivity solutions that drive cutting-edge innovation in 5G technology. We are committed to delivering high-performance, cost-effective, and energy-efficient wireless solutions that enable rapid market deployment. Our mission is to connect the world through integrated, innovative, and optimized wireless solutions.
ITEM 1. BUSINESS Overview Headquartered in San Diego, California, Airgain, Inc. (NASDAQ: AIRG) is a leading provider of advanced wireless connectivity solutions. We are focused on delivering high-performance, cost-effective, and energy-efficient wireless solutions that enable rapid market deployment. Our mission is to connect the world through integrated, innovative, and optimized wireless solutions.
These companies include Adant Technologies Inc., Asian Creation Communications Factory, Kyocera AVX, Baylin Technologies Inc., Blues Wireless, Fibocom, Fractus S.A., Honglin Technology Group Ltd., MobileMark, Nordic Semiconductor, Panorama Antennas, Parsec Technologies, Inc, Particle Industries Inc., PCTEL, Inc., Pinyon Technologies, Inc., Qualcomm, Quectel, Semtech, Sunwave Communications Co., Ltd., Telit, Ublox, Taoglas Limited, Wanshih Electronic Co.
These companies include Adant Technologies Inc., Amphenol, Asian Creation Communication Ltd., Kyocera AVX Components Corporation, Baylin Technologies Inc., Blues Wireless, Eagle Wireless, Fibocom, Fractus S.A., Honglin Technology Group Ltd., MobileMark, Nordic Semiconductor, Panorama Antennas, Parsec Technologies, Inc., Particle Industries Inc., Pinyon Technologies, Inc., Qualcomm, Quectel, Semtech, Sunwave Communications Co., Ltd., Telit, Taoglas Limited, Wanshih Electronic Co.
In line with our strategic evolution from a component supplier to a provider of comprehensive wireless system solutions, we have systematically grown our patent repository, escalating our filings to include broader wireless system functionalities and infrastructures.
In line with our strategic evolution from a component supplier to a provider of comprehensive wireless system solutions, we have systematically grown our patent repository, escalating our filings to include broader wireless system functionalities and infrastructures. We believe that our intellectual property portfolio is important to our business.
If one of our CMs suffers an interruption in their business, or experiences delays, disruptions, or quality control problems in their manufacturing operations, our ability to ship products to our customers could be delayed, and our business could be adversely affected. Our qualified CMs manufacture products according to our design specification, materials specification, quality standards, and delivery requirements.
If one of our CMs suffers an interruption in their business, or experiences delays, disruptions, or quality control problems in their manufacturing operations, our ability to ship products to our customers could be delayed, and our business could be adversely affected.
Our direct sales team consists of sales personnel based in the United States, Greater China, South Korea, and Europe, while our indirect channel partners consist of distributors, engineering design companies and outside sales representatives across North America, Asia, Europe, Australia, the Middle East, and Latin America.
Sales Our global sales efforts consist of a direct sales team, and indirect channel partners. Our direct sales team consists of sales personnel based in the United States, Greater China and South Korea, while our indirect channel partners consist of distributors, value-added resellers (VARs) and outside sales representatives across North America, Asia, Europe, Australia, the Middle East, and Latin America.
Marketing Our marketing strategy is focused on building a competitive advantage for our brands and products in the marketplace. We target two types of customers. For embedded products such as our NimbeLink modems and consumer antennas, we target design teams within OEMs and ODMs.
Marketing Our marketing strategy is focused on building a competitive advantage for our brands and products in the marketplace. We target various types of customers. For embedded products such as our NimbeLink modems and consumer antennas, we target design teams within OEMs and ODMs. For our integrated products, such as our AC-Fleet, we target distributors, value-added resellers, and direct customers.
Our growth strategy centers on two primary objectives: Strengthening Our Core Businesses: Our embedded antennas in the consumer market, embedded modems, custom IoT solutions, and IoT antennas in the enterprise market, together with our aftermarket antennas in the automotive market, provide our foundational business.
Our growth strategy centers on two primary objectives: Strengthening Our Core Markets: Our embedded antennas in the consumer market, embedded modems, asset trackers and IoT antennas in the enterprise market, together with our aftermarket antennas in the automotive market, provide our core or foundational markets.
These antennas include high-performance and low-profile versions that mount on the roof, trunk, windshield, or dashboard and are optimized for 5G, 4G, Wi-Fi, and GNSS. Consumer The consumer market represents a vast audience utilizing wireless-enabled devices.
We design our products for performance, quality, and long product life, and our antennas connect to almost any vehicular router or modem. These antennas include high-performance and low-profile versions that mount on the roof, trunk, windshield, or dashboard and are optimized for 5G, 4G, Wi-Fi, and GNSS. Consumer The consumer market represents a vast audience utilizing wireless-enabled devices.
We generally have long-term relationships with our CMs, and we work together to control global product compliance, raw materials supply and cost, production part approval processes, assembly instructions, control plans, final testing, and on-time shipment to our customers.
Manufacturing and Operations Our products are manufactured by contract manufacturers (CMs) in Vietnam, China, Taiwan, Mexico and the United States. We have long-term relationships with our CMs, and we work together to control global product compliance, raw materials supply and cost, production part approval processes, assembly instructions, control plans, final testing, and on-time shipment to our customers.
Our NimbeLink embedded modems serve numerous enterprise IoT sectors requiring cellular connectivity, such as packaging, logistics, EV charging, smart cities, smart buildings, agriculture, asset tracking, and self-service innovations. These NimbeLink cellular modems, which are both patented, and end-device certified, minimize the need for additional OEM end-customer carrier certifications.
Adoption timelines are influenced by customer procurement cycles and broader carrier deployment priorities. Our NimbeLink embedded modems serve numerous enterprise IoT sectors that require cellular connectivity, including packaging, logistics, EV charging, smart buildings, agriculture, and self-service innovations. These patented and end-device certified NimbeLink cellular modems minimize the need for additional OEM end-customer carrier certifications.
In addition, our external antennas are designed to enhance the signal and coverage of many of these devices. Component Manufacturers This category represents companies that manufacture a broad array of components that compete both directly and indirectly with our products.
Component Manufacturers This category represents companies that manufacture a broad array of components that compete both directly and indirectly with our products.
In November 2024 we expanded our product line with AT-Flight, an asset tracker with integrated artificial intelligence that is in-flight certified to allow for full journey tracking.
In 2025, we expanded our product line with first customer shipments of AT-Flight solution, an in-flight 5 certified asset tracker with integrated artificial intelligence that enables full journey tracking.
Our automotive products include our second generation AirgainConnect® Fleet system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway and aftermarket antennas. Our consumer products are comprised of embedded antennas for consumer access points, wireless gateways, smart home devices and FWA devices.
Our enterprise products include Smart Network Controlled Cellular Repeaters (Smart NCRs), embedded cellular modems, asset tracking solutions, and antennas for access points and Internet of Things (IoT) applications. Our automotive products include our second-generation AirgainConnect® Fleet system solution, a low-profile, roof-mounted, all-in-one 5G vehicle gateway and our aftermarket antennas.
In addition to hardware, our asset tracking solution includes a recurring revenue component, our subscription-based NLink cloud-based device enablement platform, which allows for deployment and integration with enterprise systems via open application programming interfaces (API).
In addition to hardware, our asset tracking solution includes a recurring revenue component, our subscription-based NLink cloud-based device enablement platform, that enables deployment and integration with enterprise systems via open application programming interfaces (APIs). Our enterprise IoT and machine-to-machine (M2M) antennas are extensively deployed in diverse systems, products, and applications, including access points, gateways, FWA devices and utility meters.
As of December 31, 2024, we had a total of 59 employees engaged in research and development. Our engineering teams are located at research, design, and test centers in California, Arizona, Texas, Minnesota, and Florida, as well as the United Kingdom and China.
Our engineering teams are located at research, design, and test centers in California, Minnesota, Arizona, Texas, and Florida, as well as China, Taiwan and the United Kingdom. Our research and development centers include complex design and test equipment required for advanced RF wireless engineering.
The scope of these patents encompasses our product offerings and technological advancements, with their terms of validity extending from the year 2025 until 2041. This patent collection encapsulates a diverse array of innovations pioneering wireless systems, including FWA, smart network controlled repeaters, vehicle gateway, antenna designs and structures, as well as the assembly and fabrication processes.
This patent collection encapsulates a diverse array of innovations covering wireless systems, including smart network controlled repeaters, vehicle gateways, antenna designs and structures, as well as the assembly and fabrication processes. Our patents have varying terms and expiration dates.
Third parties, including certain of these leading companies, may in the future assert patent, copyright, trademark and other intellectual property rights against us, our channel partners, or our customers, or we may need to engage in litigation to enforce patents issued or licensed to us, to protect our trade secrets or know-how, or to defend against claims of infringement of the rights of others.
From time to time, third parties may assert patent, copyright, trademark, or other intellectual property claims against us, our channel partners, or our customers. We may also be required to engage in litigation to protect our intellectual property or to defend against claims of infringement from third parties.
End-Device Manufacturers This category represents companies that manufacture and supply off-the-shelf products that are market ready, such as routers, gateways, cellular adapters, 5G repeaters, fixed wireless access devices, asset trackers, and more. These manufacturers can act as customers, partners, or competitors to us, depending on the application and 9 relationship.
While partnership opportunities do exist, most represent direct competition as the industry shifts toward integrated platforms. End-Device Manufacturers This category represents companies that manufacture and supply off-the-shelf products that are market ready, such as routers, gateways, cellular adapters, 5G repeaters, asset trackers, and more.
An end-customer may choose to bypass the design process entirely and purchase an off-the-shelf product to deliver device connectivity rather than embedding our modems and antennas. Our integrated products, such as the AC-Fleet, Lighthouse 5G Smart Network Repeater, Lantern FWA and asset trackers, may compete directly with these off-the-shelf products or enhance their functionality.
These manufacturers can act as customers, partners, or competitors to us, depending on the application and relationship. An end-customer may choose to bypass the design process entirely and purchase an off-the-shelf product to deliver device connectivity rather than embedding our modems and antennas.
Since our products manufactured in China are predominantly shipped to ODMs and CMs within Asia, we have not experienced a negative impact from tariffs imposed on exports from China to the United States Research and Development We invest considerable time and financial resources in research and development to engineer and deliver our products and solutions to market, while also enhancing our design and system integration capabilities and conducting quality assurance testing to improve our technology.
Research and Development We invest considerable time and resources in research and development to engineer and deliver our products and solutions to market, while also enhancing our design and system integration capabilities and conducting quality assurance testing to improve our technology. As of December 31, 2025, we had a total of 47 employees engaged in research and development.
In the third quarter of 2024, we completed the first commercial deployment of our second generation AirgainConnect® Fleet (AC-Fleet) system solution, a low profile, roof-mounted, carrier agnostic all-in-one 5G vehicle gateway that provides 5G cellular connectivity with built-in GPS, Wi-Fi, and gigabit ethernet router functionalities.
Our AirgainConnect® Fleet (AC-Fleet) system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway that provides 4G/5G cellular connectivity with built-in multi-profile eSIM, GNSS, Wi-Fi, and gigabit ethernet router functionalities – and our Lighthouse system solution - a carrier ‑ grade, high ‑ power 5G smart repeater that extends coverage and offloads capacity for mobile network operators and system integrators – represent our growth platforms.
We generally enter into confidentiality agreements with our employees, consultants, vendors, and customers, and generally limit access to and distribution of our proprietary information. However, we cannot ensure that the steps taken by us will prevent misappropriation of our technology.
We seek to protect our proprietary technology and information through a combination of intellectual property rights, confidentiality agreements, and security measures. We generally enter into confidentiality and invention assignment agreements with our employees, consultants, vendors, and certain customers, and we limit access to and distribution of our proprietary information.
For all such ODM-partner product developments, we maintain direct oversight and engagement to help assure projects are delivered in accordance with our quality and time-to-market expectations. Competition Because of our broad product line across several categories in the value chain, our competitive landscape is diverse and rapidly evolving.
For all such ODM-partner product developments, we maintain direct oversight and engagement to help ensure projects are delivered in accordance with our quality and time-to-market expectations. Advanced Technology Development Initiatives Beyond our current product portfolio, we maintain strategic research initiatives in emerging wireless technologies to achieve a competitive advantage as the industry evolves.
Our reputation and relationships throughout the Distribution, Value-Added-Reseller (VAR), MSO, MNO, OEM, and Original Design Manufacturer (ODM) supply chain enables us to aggregate key voice-of-the-customer product needs and challenges which is critical for innovation.
Our reputation and relationships across the distribution, value-added-reseller (VAR), MSO, MNO, OEM, and original design manufacturer (ODM) supply chain enable us to capture critical voice-of-the-customer insights for innovation. Our RF design and full-system test capabilities differentiate our products on performance and enhance the end-customer experience – specifically in Wi-Fi, LTE, 5G, and GNSS integrated systems.
We have a rich history of providing radio frequency (RF) expertise, services, and solutions to mobile operators and major original equipment manufacturers (OEMs). We expanded our current portfolio of embedded cellular modems, asset tracking solutions and custom IoT systems with advanced 5G connectivity solutions, including our AirgainConnect Fleet vehicle gateway, Smart Network Controlled Cellular Repeaters, and FWA devices.
Our consumer products include embedded antennas for consumer access points, wireless gateways, and fixed wireless access (FWA) devices. We have a rich history of providing RF expertise, services, and solutions to telecommunications operators and major original equipment manufacturers (OEMs).
We continue to grow our relationships with MSOs and MNOs as the market evolves with both wired and wireless broadband internet offerings. . 6 Growth Strategy Airgain is a leader in wireless connectivity solutions, dedicated to addressing critical connectivity challenges across various markets.
We are currently engaged in multiple development programs for Wi-Fi 7 and 5G technologies, as well as joint efforts with leading ODM partners on early Wi-Fi 8 platform designs. 6 Growth Strategy Airgain is a leader in wireless connectivity solutions, dedicated to addressing critical connectivity challenges across various markets.
Solution Providers This category represents companies that manufacture a wide variety of products across the value chain including end-device hardware, software, components, services, and more. These companies include Digi International, Laird Connectivity, Multi-Tech Systems Inc., Lantronix, Inseego Inc., in-Hand, Peplink, Ericsson/Cradlepoint, Cisco Systems Inc., Nextivity Inc., Pulse Electronics, Samsara, Semtech, TE Connectivity, Wilson Electronics, Digital Matter, and Surecall among others.
Solution Providers This category represents companies offering end-to-end connectivity solutions across hardware, software, and services. The competitive landscape has consolidated significantly, and major competitors include Cisco Systems, Cradlepoint (Ericsson), Digi International, Ezurio (Laird Connectivity), Huawei, Inseego, Lantronix, Nextivity, Nokia, Peplink, and Sierra Wireless (Semtech).
Intellectual Property We rely on patent, trademark, copyright and trade secret laws, confidentiality procedures, and contractual provisions to protect our technology. As of December 31, 2024, our intellectual property portfolio is comprised of 287 granted patents and pending applications in the United States, Europe, and Asia.
As of December 31, 2025, our intellectual property portfolio is comprised of more than 300 granted patents and pending patent applications in the United States and various foreign jurisdictions, including Europe and Asia. The scope of these patents encompasses our product offerings and technological advancements, with certain patents expected to remain in force through 2041.
We expect AC-Fleet to receive additional MNO certifications throughout 2025. We offer a full line of external fleet antennas that are designed to be rugged, reliable, and flexible to meet almost any need. We design our products for performance, quality, and long product life, and our antennas connect to almost any vehicular router or modem.
AC-Fleet subscriptions support more predictable revenue streams while providing customers with ongoing value through feature enhancements and security updates. We also offer a full line of external fleet antennas that are designed to be rugged, reliable, and flexible to meet almost any need.
Among the total 121 employees and dedicated representatives, 59 were primarily engaged in research and development, 39 were primarily engaged in sales and marketing, 19 were primarily engaged in general and administration functions and 4 were primarily engaged in manufacturing operations. None of our employees are covered by a collective bargaining agreement or represented by a labor union.
Human Capital As of December 31, 2025, we had a total of 106 employees and dedicated representatives, including 71 based in the United States and 35 internationally. Of this total, 47 individuals were primarily engaged in research and development, 38 in sales and marketing, 17 in general and administration functions and 4 in manufacturing operations.
See the section titled “Risk factors—Risks Relating to Intellectual Property” for a more comprehensive description of risks related to our intellectual property. Human Capital As of December 31, 2024, we had a total of 121 employees and dedicated representatives, including 84 in the United States and 37 outside the United States.
Any such claims or litigation, regardless of their merit or outcome, could be time-consuming and costly and could divert management’s attention and resources. See the section titled “Risk factors—Risks Relating to Intellectual Property” for a more comprehensive description of risks related to our intellectual property.
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Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer. Our enterprise products include Smart Network Controlled Cellular Repeaters (Smart NCRs), fixed wireless access (FWA) devices, asset tracking solutions, embedded cellular modems, and antennas for access points and Internet of Things (IoT) applications.
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Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer. While historically recognized for high-performance radio frequency (RF) components, Airgain is increasingly delivering integrated, system-level connectivity solutions that combine hardware, software and cloud management.
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We are leveraging our RF and systems experience, and our Mobile Network Operator (MNO) and Multiple Service Operator (MSO) relationships to deliver complex and differentiated system solutions We use an outsource manufacturing model for our products while maintaining oversight for quality, test, and delivery timeline.
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We leverage our RF and systems experience, and our Mobile Network Operator (MNO) and Multiple Service Operator (MSO) relationships to deliver complex and differentiated system solutions. Our competitive advantage stems from our integrated approach: Combining RF design expertise, embedded software and firmware capabilities, cloud-based device management platforms, and carrier specifications to deliver complete connectivity solutions.
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Our Lighthouse 5G Smart Network Control Repeater (NCR) delivers a scalable, high-performance solution designed to rapidly deploy and enhance network coverage and offload network capacity for the underserved areas.
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This systems-level approach may increase barriers to entry and enable recurring revenue opportunities through software subscriptions, cloud services, and ongoing support contracts – specifically with our AirgainConnect Cloud platform and our Lighthouse remote management capabilities. We use an outsource manufacturing model for our products while maintaining oversight for quality, test, and delivery timeline.
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The Lighthouse family of products includes: • a low-power Micro repeater, optimized for small offices or residence seeking targeted indoor coverage expansion; and. • a high-power network repeater, for both In Building Solutions (IBS) and outdoors for MNOs and system integrators to extend coverage and improve network performance in large areas.
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Our Lighthouse platform is a carrier-grade, high-power 5G smart repeater designed to extend coverage and offload capacity for mobile network operators and system integrators. It can be deployed both outdoors and as an in-building solution, including advanced features such as carrier aggregation, automatic gain control, echo cancellation, TDD synchronization, firmware-over-the-air (FOTA) updates, and remote management capabilities.
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In 2024, we successfully tested the performance of our Lighthouse product on several domestic and international operator networks, achieving strong performance and enhanced network coverage. In December 2024, we achieved our first commercial deployment, marking a significant milestone in scaling for this product.
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Lighthouse supports rapid deployment and does not require wired backhaul, offering a cost-effective alternative to small cells and Distributed Antenna Systems (DAS) for coverage enhancement. In September 2025, Lighthouse obtained FCC certification, enabling U.S. deployments, and, in December 2025, we signed our first partnership agreement with a U.S. system integrator.
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In the second quarter of 2024, we launched our Fixed Wireless Access (FWA) product line, engineered to overcome 5G connectivity challenges, and enhance end-user experience. Our Lantern™ 5G FWA outdoor device integrates high-performance directional antennas, a 5G NR Sub-6 modem, and is powered via 2.5 gigabit ethernet with Power over Ethernet (PoE), ensuring seamless, high-speed connectivity in demanding environments.
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We continue to make progress with multiple trials, including one with a Tier-1 U.S. mobile network operator, and we are working with select partners toward potential deployments beginning in early 2026, subject to customer procurement decisions and deployment readiness. System-integrator and carrier sales cycles are multi-quarter by nature, and trials and certifications are necessary but not sufficient for volume deployments.
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Built for rugged outdoor deployment, Lantern features remote management capabilities using TR-069 and a Wi-Fi-enabled installation web interface, simplifying maintenance and Deployment. In May 2024, Lantern achieved certification from AT&T and T-Mobile and secured regulatory approvals from key industry bodies, including the Federal Communications Commission (FCC), PCS Type Certification Review Board (PTCRB), and Industry Canada (IC).
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In 2025, we launched our NimbeLink Skywire Cat 1 bis embedded modem, expanding our portfolio of certified end-devices for industrial IoT solutions. Our asset tracking solutions are deployed across transportation, supply chain, and other specialized industry applications.
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Over the course of 2024, we successfully conducted several customer trials across the U.S. and international markets, supporting Lantern’s performance and market readiness. In the second quarter of 2024, we completed the first commercial deployment of Lantern. 5 Our asset tracking solutions are deployed across transportation, supply chain, and other specialized applications.
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At only two inches tall, AC-Fleet offers flexible deployment across multiple markets including public safety, transportation, transit, public and private fleets, and passenger and heavy vehicles. In October 2024, AC-Fleet obtained T-Mobile and AT&T commercial certifications, as well as regulatory approval from the FCC, IC and industry accreditation from the PTCRB.
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Our custom products feature joint engineering collaboration with strategic customers to develop industrial IoT products (IIoT) for specific applications while helping them reduce their time to market. Our enterprise IoT and machine-to-machine (M2M) antennas are extensively deployed in diverse systems, products, and applications, including access points, gateways, FWA devices and utility meters.
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In April 2025, we obtained Verizon commercial certification for AirgainConnect® Fleet. We achieved AT&T FirstNet Trusted™ certification, in May 2025, and T-Mobile T-Priority certification, in October 2025, for AirgainConnect® Fleet which provide prioritized connectivity for first responders on their nationwide 5G networks.
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The AC-Fleet solution is one of the first roof-mounted 5G vehicle gateways on the market, combining the latest 5G NR (New Radio) modem and a Wi-Fi 6 router, all in one covert form factor. At only two inches tall, AC-Fleet provides flexibility across multiple markets including public safety, transportation, transit, public and private fleets, and passenger and heavy vehicles.
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While certifications and trials are required prerequisites for mission-critical deployments with public safety agencies and utilities, deployment scale and timing are dependent on customer funding availability, fleet size, operational readiness and procurement cycles. We are continuing multi-carrier software harmonization to support volume scale-up across carrier networks.
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In October 2024 AC-Fleet obtained T-Mobile and AT&T certifications, along with industry accreditation from the FCC, IC, PCS, and industry accreditation from the PTCRB. Our AC-Fleet platform includes hardware and a recurring revenue component including an optional annual subscription for remote access, AC-Cloud management, technical support, software updates, and extended warranty.
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Our AC-Fleet platform exemplifies our systems approach: The hardware gateway is complemented by AirgainConnect Cloud, a comprehensive device management and analytics platform delivered via customer subscription. This recurring revenue model includes remote access, eSIM profile control, over-the-air updates, technical support, advanced analytics, and extended warranty, creating ongoing customer relationships beyond the initial hardware sale.
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In March 2024, we were awarded a multi-million-dollar deal with a tier one MSO for Wi-Fi 7 antenna solutions. Additionally, in May 2024, we announced that we secured a production purchase order for a long-term opportunity with another Tier 1 MSO for Wi-Fi 7 solutions.
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We offer a differentiated full-systems approach in this market, partnering with manufacturers to optimize product performance, industrial design, manufacturability, and cost. Additionally, we collaborate closely with MSOs & MNOs to carry out system level performance characterization and accelerate market launches to their end customers. In 2024, we were awarded multi-million-dollar deals with tier one MSOs for Wi-Fi 7 antenna solutions.
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These wins continue Airgain’s position as a leader in Wi-Fi 7 and 5G for both FWA devices and wired broadband devices.
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In November 2025, we secured a design win with a leading global Customer Premises Equipment (CPE) manufacturer for a next-generation Wi-Fi 7 fiber broadband gateway under development for a major North American broadband operator. These design wins underscore our leadership in embedded antenna technology and our ability to deliver high-performance solutions for next-generation connectivity.
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Our RF design and test capabilities enable our products to be differentiated on performance and to improve the end-customer experience – specifically in Wi-Fi, LTE, 5G, and GNSS integrated systems. Our foundational offerings include embedded antennas in the consumer market, embedded modems, custom IoT solutions, and IoT antennas in the enterprise market, and aftermarket antennas in the automotive sector.
Added
Our core markets provide revenue and cash flow that support continued investment in our growth platforms. Expanding And Innovating In Connectivity : We are transitioning from being a component manufacturer to a wireless systems solution provider.
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Our strong reputation and established relationships with distributors, value-added resellers (VARs), multiple system operators (MSOs), mobile network operators (MNOs), original equipment manufacturers (OEMs), and original design manufacturers (ODMs) enable us to gather critical customer insights that are essential for driving innovation.
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These SAM projections reflect addressable market opportunities based on current market research and internal projections, assuming successful product adoption and market penetration. Actual market capture will depend on our ability to secure design wins, establish channel partnerships, obtain carrier certifications across multiple operators globally, and compete effectively against both established players and new entrants.
Removed
Our expertise in radio frequency (RF) design and testing allows us to differentiate our products in terms of performance, enhancing the end-customer experience, particularly in Wi-Fi, LTE, 5G, and GNSS integrated systems. Expanding And Innovating In Connectivity : We are transitioning from being a component manufacturer to a wireless systems solution provider.
Added
Our strategy focuses on capturing higher-value system-level opportunities where our integrated RF, software, and cloud capabilities provide differentiated value. 7 Market Opportunity Strategic Partnerships and Ecosystem Development As we transition to integrated system solutions, our focus is on developing strategic partnerships across the ecosystem including: • Carriers: Close collaboration with MNOs and MSOs to ensure our products meet their certification requirements and integrate with their network architectures • Technology Partners: Partnerships with modem chipset vendors, cloud platform providers and software companies to accelerate system development and reduce time-to-market • Channel and Integration Partners: Relationships with system integrators, value-added resellers, and specialized distributors who can provide deployment services and ongoing customer support • Strategic Co-Development Partners: Selective partnerships for joint product development in key markets These partnerships enable us to scale system solution capabilities faster than solely through organic development while creating a broader ecosystem supporting our products.
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This transition started with the acquisition of NimbeLink in 2021 which brought expertise in embedded modem solutions, asset tracker solutions and augmented our historical RF expertise with digital systems design, firmware, and cloud capabilities.
Added
Technology and Market Trends Our business is positioned to benefit from several converging technology and market trends: • 5G Technology Evolution: The transition from early 5G deployments to 5G-Advanced, and the introduction of Reduced Capability (RedCap) 5G standards, create new opportunities to expand our product portfolio; • Wi-Fi 7 Deployment: Wi-Fi 7 (802.11be) is rapidly being adopted by MSOs and enterprise customers, driving demand for advanced antenna solutions optimized for the higher frequencies, wider channels, and 8 multi-link operation that Wi-Fi 7 enables.
Removed
In the second quarter of 2024, we completed the first commercial deployment of our new line of FWA products designed to address 5G connectivity challenges, reduce deployment costs and enhance customer experiences. Our outdoor 5G LanternTM FWA device has integrated high-performance directional antennas, a 5G NR Sub-6 modem and it is powered through a 2.5 gigabit ethernet PoE connection.
Added
Our design wins with Tier 1 MSOs for Wi-Fi 7 solutions position us well as this technology becomes mainstream in 2026; • Private 5G Networks: Enterprises increasingly deploying private 5G networks for manufacturing, logistics, and campus environments create demand for our Smart NCR repeaters to extend coverage economically versus building full macro cell infrastructure; • Fleet Electrification and Autonomy: The transition to electric vehicle fleets and the increasing automation in transportation create heightened connectivity requirements, supporting demand for our AC-Fleet solution as fleet operators need real-time data for route optimization, battery management, and remote diagnostics; • Artificial Intelligence Integration: AI-powered applications at the edge in vehicles, industrial IoT devices, and enterprise locations require higher-bandwidth and lower-latency connectivity, creating opportunities for our advanced 5G systems and supporting premium pricing for solutions that enable these applications; • Satellite-Cellular Integration: The emergence of satellite-to-smartphone connectivity, such as Starlink's Direct-to-Cell and similar offerings from other satellite operators, represents both a competitive threat and potential opportunity.
Removed
The Lantern 5G FWA has been ruggedized for outdoor use, includes remote management capabilities, and a Wi-Fi based easy installation web interface to help simplify the user experience.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf any of these companies were to fail to perform, or our partnerships were to be unsuccessful, we may not be able to bring our solutions to market successfully or on a timely basis; • If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we could be required to incur significant expenses to enforce our rights; • Our international sales and operations subject us to additional risks that can adversely affect our operating results and financial condition; • We are subject to governmental export and import controls and supply chain-related regulations that could impair our ability to compete in international markets due to licensing requirements, result in the disruption of our supply chains and/or subject us to liability and reputational harm if we are not in compliance with applicable laws; and 12 • Changes to United States tax, tariffs, Department of Defense’s Section 1260H List, and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.
Biggest changeIf any of these companies were to fail to perform, or our partnerships or strategic alliances were to be unsuccessful, we may experience delays in new product development or may not be able to bring our solutions to market successfully or on a timely basis; • Emerging satellite-to-device connectivity technologies may reduce demand for certain terrestrial wireless solutions or require significant engineering investment to address hybrid connectivity requirements; • The loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair our ability to expand our business; • Our inability to raise additional capital on acceptable terms in the future may limit our ability to develop and commercialize new solutions and technologies and expand our operations; • Our acquisitions expose us to risks that could adversely affect our business and adversely affect our operating results, financial condition, and cash flows; • If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we could be required to incur significant expenses to enforce our rights; 14 • Our international sales and operations subject us to additional risks that can adversely affect our operating results and financial condition; • We are subject to governmental export and import controls and supply chain-related regulations that could impair our ability to compete in international markets due to licensing requirements, result in the disruption of our supply chains and/or subject us to liability and reputational harm if we are not in compliance with applicable laws; and • Changes to United States tax, tariffs, Department of Defense’s Section 1260H List, and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.
Our operating results may also fluctuate due to a variety of other factors, many of which are outside of our control, including any change or volatility in U.S., European, Asian and global economic environments, and any of which may cause our stock price to fluctuate.
Our operating results may also fluctuate due to a variety of other factors, many of which are outside of our control, including any change or volatility in U.S., Asian, European and global economic environments, and any of which may cause our stock price to fluctuate.
A write off of the inventory, or a reduction in the inventory value due to a sales price reduction, could have an adverse effect on our financial condition and operating results. We have a history of losses, and we may not be profitable in the future. Before 2013 we had incurred net losses in each year since our inception.
A write-off of the inventory, or a reduction in inventory value due to a sales price reduction, could have an adverse effect on our financial condition and operating results. We have a history of losses, and we may not be profitable in the future. Before 2013 we had incurred net losses in each year since our inception.
We outsource the manufacturing, assembly and some of the testing of our products to CMs, and also engage with ODMs to substantially contribute to the development of certain of our products in addition to production and shipping.
We outsource the manufacturing, assembly, and some of the testing of our products to CMs, and we also engage with ODMs to substantially contribute to the development of certain products in addition to production and shipping.
If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued, or borrowings could impose significant restrictions on our operations.
If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges of senior to those of holders of our common stock. The terms of debt securities issued, or borrowings, could impose significant restrictions on our operations.
The trading price of our 30 common stock depends on several factors, including those described in this “Risk Factors” section and elsewhere in this annual report on Form 10-K, including: • price and volume fluctuations in the overall stock market from time to time; • volatility in the market prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales of shares of our common stock by us or our stockholders; • failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections; • announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments; • the development and sustainability of an active trading market for our common stock; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • actual or anticipated changes in our operating results or fluctuations in our operating results; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidelines, interpretations or principles; • any major change in our management; • general economic conditions and slow or negative growth of our markets; and • other events or factors, including those resulting from outbreaks of contagious disease, inflation and interest rate changes, financial institution instability, wars, political unrest, regional tensions, and global and regional, terrorism or other geopolitical events.
The trading price of our common stock depends on several factors, including those described in this “Risk Factors” section and elsewhere in this annual report on Form 10-K, including: • price and volume fluctuations in the overall stock market from time to time; • volatility in the market prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales of shares of our common stock by us or our stockholders; • failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections; • announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments; • the development and sustainability of an active trading market for our common stock; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; 33 • actual or anticipated changes in our operating results or fluctuations in our operating results; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidelines, interpretations or principles; • any major change in our management; • general economic conditions and slow or negative growth of our markets; and • other events or factors, including those resulting from outbreaks of contagious disease, inflation and interest rate changes, financial institution instability, wars, political unrest, regional tensions, and global and regional, terrorism or other geopolitical events.
In the United States, our end-customers’ products and our products (in cases where we provide devices that are end-device certified) must comply with such regulations issued by the (FCC) before they can be marketed or sold, or imported into, the United States, and may also be required to conform to industry standards defined by industry associations or organizations, such as Underwriters Laboratories, for commercial acceptance.
In the United States, our end-customers’ products and our products (in cases where we provide devices that are end-device certified) must comply with such regulations issued by the FCC before they can be marketed or sold, or imported into, the United States, and may also be required to conform to industry standards defined by industry associations or 32 organizations, such as Underwriters Laboratories, for commercial acceptance.
As a result, a design win by our competitors or by us typically limits further competition regarding that design. This competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and failure to increase, or the loss of, market share, any of which would likely seriously harm our business, operating results or financial condition.
As a result, a design win by our competitors or by us typically limits further competition regarding that design. This competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and 17 failure to increase, or the loss of, market share, any of which would likely seriously harm our business, operating results or financial condition.
As a result, even if available, our CMs may not be able to secure sufficient components at reasonable prices or of acceptable quality to build our products in a 19 timely manner. Therefore, we may be unable to meet customer demand for our products, which would have a material adverse effect on our business, operating results, and financial condition.
As a result, even if available, our CMs may not be able to secure sufficient components at reasonable prices or of acceptable quality to build our products in a timely manner. Therefore, we may be unable to meet customer demand for our products, which would have a material adverse effect on our business, operating results, and financial condition.
New entrants seeking to gain market share by introducing new technology and new products may make it more difficult for us to sell our products, and could create increased pricing pressure, reduced profit margins, increased sales and marketing 15 expenses, or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.
New entrants seeking to gain market share by introducing new technology and new products may make it more difficult for us to sell our products, and could create increased pricing pressure, reduced profit margins, increased sales and marketing expenses, or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.
Our customers compete in segments of the electronics market. The electronics market is characterized by intense competition as companies strive to come to market with innovative designs that attract customers based upon 17 design, performance, cost, ease of use, and convenience. Product lifecycles can be extremely short as companies try to gain advantage over their competitors.
Our customers compete in segments of the electronics market. The electronics market is characterized by intense competition as companies strive to come to market with innovative designs that attract customers based upon design, performance, cost, ease of use, and convenience. Product lifecycles can be extremely short as companies try to gain advantage over their competitors.
We make substantially all of our purchases from our CMs and ODMs on a purchase order basis. Our CMs and ODMs are not required to manufacture our products for any specific period or in any specific quantity. We expect that it would take approximately six to nine months to transition manufacturing, quality assurance, and shipping services to new providers.
We make all of our purchases from our CMs and ODMs on a purchase order basis. Our CMs and ODMs are not required to manufacture our products for any specific period or in any specific quantity. We expect that it would take approximately six to nine months to transition manufacturing, quality assurance, and shipping services to new providers.
We rely on patents, trademarks, trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights. There can be no assurance these protections will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or products.
We rely on patents, trademarks, trade secret laws, confidentiality procedures, and licensing arrangements to protect our intellectual property rights. There can be no assurance that these protections will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or products.
We will evaluate each such request on a case-by-case basis, and we may not succeed in refuting all such claims. If a 25 channel partner or end-customer elects to invest resources in enforcing a claim for indemnification against us, we could incur significant costs disputing it. If we do not succeed in disputing it, we could face substantial liability.
We will evaluate each such request on a case-by-case basis, and we may not succeed in refuting all such claims. If a channel partner or end-customer elects to invest resources in enforcing a claim for indemnification against us, we could incur significant costs disputing it. If we do not succeed in disputing it, we could face substantial liability.
If our sales do not increase to offset these increases in our operating expenses, we may not be profitable in future periods. Our historical sales growth has been inconsistent and should not be considered indicative of our future performance. Any failure to sustain or increase our profitability consistently could cause the value of our common stock to materially decline.
If our sales do not increase to offset these increases in our operating expenses, we may not be profitable in future periods. Our historical sales growth has 19 been inconsistent and should not be considered indicative of our future performance. Any failure to sustain or increase our profitability consistently could cause the value of our common stock to materially decline.
The COVID-19 pandemic caused disruption and restrictions on our and our customers’ ability to travel, temporary closures of our office buildings and the facilities of our customers or suppliers, cancellations or modification of key industry 24 marketing events, disruptions with our CMs and suppliers located in affected regions and overall adversely affect development of and sales for our products and solutions.
The COVID-19 pandemic caused disruption and restrictions on our and our customers’ ability to travel, temporary closures of our office buildings and the facilities of our customers or suppliers, cancellations or modification of key industry marketing events, disruptions with our CMs and suppliers located in affected regions and overall adversely affect development of and sales for our products and solutions.
Besides the other risks in this “Risk Factors” section, factors that may affect our operating results include: • fluctuations in demand for our products and services; • excess inventory held by customer; • the inherent complexity, length and associated unpredictability of product development windows and product lifecycles; • the timing and extent of investment in our targeted growth markets and the timing and amount of sales in such markets; • our ability to develop, introduce and ship in a timely manner new products and product enhancements and anticipate future market demands that meet our customers’ requirements, and provide adequate customer support for those products; • changes in customers’ budgets for technology purchases and delays in their purchasing cycles; • global supply shortage including, but not limited to chips and modules, supply constraints relating to other materials and potential increasing shipping costs and related limitations on our ability to acquire mission critical components and our CM’s abilities to obtain sufficient human resources to meet our global demand; • inflation and other increases in the cost of components, consumables, labor and other manufacturing costs; • changing market and economic conditions and, financial institution instability. • any significant changes in the competitive dynamics of our markets, including new entrants, or further consolidation, and the timing of product releases or upgrades by us or by our competitors; • uncertainty surrounding the type, scope, and implementation of tariffs, trade policies, and other governmental action by the United States and other countries and the effect therefrom on international relations, sanctions, tariffs, and supply chains; • govenment approval delays • terrorism, political instability or war, and the imposition of sanctions or countermeasures by the United States and other countries in relation to such conflicts; • public health crises regionally and globally, including pandemics and epidemics; and • facility shutdowns related to local holidays in China and southeast Asia, affecting how customers make purchasing decisions.
Besides the other risks in this “Risk Factors” section, factors that may affect our operating results include: • fluctuations in demand for our products and services; • excess inventory held by customer; • the inherent complexity, length and associated unpredictability of product development windows and product lifecycles; • the timing and extent of investment in our targeted growth markets and the timing and amount of sales in such markets; • our ability to develop, introduce and ship in a timely manner new products and product enhancements and anticipate future market demands that meet our customers’ requirements, and provide adequate customer support for those products; • changes in customers’ budgets for technology purchases and delays in their purchasing cycles; • global supply shortage including, but not limited to semiconductors and modules, supply constraints relating to other materials and potential increasing shipping costs and related limitations on our ability to acquire mission critical components and our CM’s abilities to obtain sufficient human resources to meet our global demand; • inflation and other increases in the cost of components, consumables, labor and other manufacturing costs; • changing market and economic conditions and financial institution instability; • any significant changes in the competitive dynamics of our markets, including new entrants, or further consolidation, and the timing of product releases or upgrades by us or by our competitors; • uncertainty surrounding the type, scope, and implementation of tariffs, trade policies, and other governmental action by the United States and other countries and the effect therefrom on international relations, sanctions, tariffs, and supply chains; • government approval delays; • terrorism, political instability or war, and the imposition of sanctions or countermeasures by the United States and other countries in relation to such conflicts; • public health crises regionally and globally, including pandemics and epidemics; and • facility shutdowns related to local holidays in China and southeast Asia, affecting how customers make purchasing decisions.
Although we undertake to conduct our business in compliance with applicable laws and regulations and have no knowledge of 27 any issues of noncompliance with respect to export controls, our failure to successfully comply therewith may expose us to negative legal and business consequences, including civil or criminal penalties, government investigations, and reputational harm.
Although we undertake to conduct our business in compliance with applicable laws and regulations and have no knowledge of any issues of noncompliance with respect to export controls, our failure to successfully comply therewith may expose us to negative legal and business consequences, including civil or criminal penalties, government investigations, and reputational harm.
If we fail to maintain relationships with our channel partners, fail to develop new relationships with other channel partners in new markets, fail to manage, train or incentivize existing channel partners effectively, fail to provide channel partners with competitive products on terms acceptable to them, or if these channel partners are not successful in their sales efforts, our sales may decrease, and our operating results could suffer.
If we fail to maintain relationships with our channel partners, fail to develop new relationships with other channel partners in new markets, fail to manage, train or incentivize existing channel partners effectively, fail to provide channel partners 20 with competitive products on terms acceptable to them, or if these channel partners are not successful in their sales efforts, our sales may decrease, and our operating results could suffer.
Additionally, our transition into more system-based solutions may bring more competitors into our markets than we have traditionally faced. As our solutions begin to contain more system components and commensurate higher average selling prices, the resulting product categories may attract additional competitors, or our customers may be more likely to begin to develop competing products.
Additionally, our transition into more system-based solutions may bring more competitors into our markets than we have traditionally faced. As our solutions begin to contain more system components and commensurate with higher average selling prices, the resulting product categories may attract additional competitors, or our customers may be more likely to begin to develop competing products.
If we do not continue to develop, manufacture and market innovative technologies or applications that meet customers’ requirements, sales may suffer, and our business may not continue to grow in line with historical rates or at all. 16 Any delays in our sales cycles could result in customers canceling purchases of our products.
If we do not continue to develop, manufacture and market innovative technologies or applications that meet customers’ requirements, sales may suffer, and our business may not continue to grow in line with historical rates or at all. Any delays in our sales cycles could result in customers canceling purchases of our products.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant and subject to the restrictions contained in any loan or financing instruments.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant and subject to the restrictions contained in any loan or 35 financing instruments.
If these arrangements do not develop as expected, especially those that involve our proprietary technologies, or if the products and/or services produced by our partners do not meet the required quality standards, our ability to introduce new antenna products and wireless connectivity solutions successfully and on schedule may be limited.
If these arrangements do not develop as expected, especially those that involve our proprietary technologies, or if the products and/or services produced by our partners do not meet the required quality standards, our ability to introduce new wireless connectivity solutions successfully and on schedule may be limited.
Additionally, any or all of the following could either limit supply or increase costs, directly or indirectly, to us or our CMs: • financial problems of either CMs or component suppliers; • reservation of manufacturing capacity at our contract manufactures by other companies, inside or outside of our industry; • changes or uncertainty in U.S and non-U.S. tariffs and trade policy, economic sanctions, and other trade barriers, political unrest, or military conflict in regions where manufacturers are located; and potential conflicts involving other countries; • industry consolidation occurring within one or more component supplier markets, such as the semiconductor market; and • labor strikes or shortages, or restrictions imposed to limit pandemic or epidemics.
Additionally, any or all of the following could either limit supply or increase costs, directly or indirectly, to us or our CMs: • changes or uncertainty in U.S and non-U.S. tariffs and trade policy, economic sanctions, and other trade barriers where manufacturers are located; • financial problems of either CMs or component suppliers; • reservation of manufacturing capacity at our contract manufactures by other companies, inside or outside of our industry; • industry consolidation occurring within one or more component supplier markets, such as the semiconductor market; • labor strikes or shortages, or restrictions imposed to limit pandemics or epidemics; and • political unrest, or military conflict in regions where manufacturers are located; and potential conflicts involving other countries.
We also may incur costs and expenses relating to a recall of one or more of our products. The process of identifying recalled products that have been widely distributed may be lengthy and require significant resources, and we may incur significant replacement costs, contract damage claims from our customers 20 and significant harm to our reputation.
We also may incur costs and expenses relating to a recall of one or more of our products. The process of identifying recalled products that have been widely distributed may be lengthy and require significant resources, and we may incur significant replacement costs, contract damage claims from our customers and significant harm to our reputation.
In addition, the Sales Agreement may be terminated by us or the Agent at any time upon specified notice to the other party, or by the Agent at any time in certain circumstances, including the occurrence of a material adverse change. Additional funding may not be available to us on acceptable terms, or at all.
In 24 addition, the Sales Agreement may be terminated by us or the Agent at any time upon specified notice to the other party, or by the Agent at any time in certain circumstances, including the occurrence of a material adverse change. Additional funding may not be available to us on acceptable terms, or at all.
We have partnered, and expect to continue to partner, with certain companies to further advance or develop our wireless connectivity solutions and develop or expand on new and existing technologies. These arrangements involve the commitment by each company of various resources, including technology, and research and development.
We have partnered, and expect to continue to partner, with certain companies to further advance or develop our wireless connectivity solutions and develop or expand on new and existing technologies. These arrangements involve the commitment of each company of various resources, including technology, and research and development.
However, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the time we are no longer considered a non-accelerated filer.
However, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until 26 the time we are no longer considered a non-accelerated filer.
Our products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. Exports of our products must be made in compliance with these laws and regulations.
Our products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. Exports for our products must be made in compliance with these laws and regulations.
From time to time, the U.S. Department of Commerce may impose licensing restrictions on certain parties with whom we conduct business, which may limit or prohibit our ability to continue these activities. For example, certain of our customers have been or are designated on the U.S.
From time to time, the U.S. Department of Commerce may impose licensing restrictions on certain parties with whom we conduct business, which may limit or prohibit our ability to continue these activities. For example, certain of our customers have been or are designated 30 on the U.S.
Our policies mandate compliance with these anti-bribery laws and we have established policies and procedures reasonably designed to promote compliance with applicable anti-bribery law requirements; however, we cannot assure that our policies and procedures will protect us from violations committed by individual employees, agents or intermediaries.
Our policies mandate compliance with these anti-bribery laws and we have established policies and procedures reasonably designed to promote compliance with applicable anti-bribery law requirements; however, we cannot assure you that our policies and procedures will protect us from violations committed by individual employees, agents or intermediaries.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price of our common stock or trading volume to decline.
If any analyst who may cover us 34 were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price of our common stock or trading volume to decline.
Any delay or prevention of a change of control transaction or changes in our board of directors could cause the market price of our common stock to decline. 32 We have never paid cash dividends on our common stock, and we do not anticipate paying cash dividends in the foreseeable future.
Any delay or prevention of a change of control transaction or changes in our board of directors could cause the market price of our common stock to decline. We have never paid cash dividends on our common stock, and we do not anticipate paying cash dividends in the foreseeable future.
We believe that our orders may not represent a material portion of our CMs’ total orders and, as a result, fulfilling our orders may not be a priority if 18 our CMs are constrained in their abilities or resources to fulfill all of their customer obligations in a timely manner.
We believe that our orders may not represent a material portion of our CMs’ total orders and, as a result, fulfilling our orders may not be a priority if our CMs are constrained in their abilities or resources to fulfill all of their customer obligations in a timely manner.
We expect to incur additional expenses and devote increased management effort toward ensuring compliance with these requirements, as well as when the available exemptions for a smaller reporting company or a non-accelerated filer are no longer available to us.
We expect to incur additional expenses and devote increased management effort toward ensuring compliance with these requirements, as well as when the available exemptions for a smaller reporting company or 36 a non-accelerated filer are no longer available to us.
Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments. 31 If securities or industry analysts issue an adverse opinion regarding our stock our stock price and trading volume could decline.
Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments. If securities or industry analysts issue an adverse opinion regarding our stock, our stock price and trading volume could decline.
Since we are no longer an emerging growth company, we are no longer exempt from certain requirements, including, without limitation, holding non-binding stockholder votes 33 on executive compensation arrangements and compliance with new or revised accounting standards and audit requirements.
Since we are no longer an emerging growth company, we are no longer exempt from certain requirements, including, without limitation, holding non-binding stockholder votes on executive compensation arrangements and compliance with new or revised accounting standards and audit requirements.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations or financial condition. Summary of Risks Related to our Business Our business is subject to numerous risks and uncertainties, including those described below.
Additional risks 13 and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations or financial condition. Summary of Risks Related to our Business Our business is subject to numerous risks and uncertainties, including those described below.
Additionally, poor quality in any of the single or limited sourced components in our products could result in lost sales or lost sales opportunities. Our CMs generally rely on purchase orders rather than long-term contracts with these suppliers.
Additionally, poor quality in any of the single or limited sourced components in our products could result in lost sales or lost sales opportunities. Our CMs generally rely on purchase orders rather than long-term contracts with 22 these suppliers.
Any of these actions could harm our business, operating results and financial condition. 21 If we raise additional capital through credit facilities or debt financing, the terms of any new debt could further restrict our ability to operate our business.
Any of these actions could harm our business, operating results, and financial condition. If we raise additional capital through credit facilities or debt financing, the terms of any new debt could further restrict our ability to operate our business.
Future pandemics or other public health epidemics may have material adverse effect on our business, financial condition and results of operations, and may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
Future pandemics or other public health epidemics may have a material adverse effect on our business, financial condition and results of operations, and may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors and possible control issues as a result of the termination or during the transition.
Terminating or transitioning arrangements with key consultants could result in additional costs and a risk of operational delays, potential errors, and possible control issues as a result of the termination or during the 25 transition.
In addition, there is a risk that one or more of our current service providers, financial institutions, manufacturers, suppliers, customers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget. 35 ITEM 1B. UNRESOLVE D STAFF COMMENTS None.
In addition, there is a risk that one or more of our current service providers, financial institutions, manufacturers, suppliers, customers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget. 38 ITEM 1B. UNRESOLVE D STAFF COMMENTS None.
The 34 ever-evolving threats mean us, and our third-party service providers must continually evaluate and adapt our respective systems and processes and overall security environment, as well as those of any companies we acquire. There is no guarantee that these measures will be adequate to safeguard against all data security compromises, breaches, or misuses.
The ever-evolving threats mean us, and our third-party service providers must continually evaluate and adapt our respective systems and processes and overall security 37 environment, as well as those of any companies we acquire. There is no guarantee that these measures will be adequate to safeguard against all data security compromises, breaches, or misuses.
If our wireless solutions do not achieve widespread adoption, if there is a slower rollout than we expect in certain markets, or if there is a reduction in demand for our wireless connectivity solutions or components including AC-Fleet, Lighthouse, Lantern, and asset trackers, caused by a lack of customer acceptance, technological challenges, competing technologies and products, decreases in corporate spending, weakening economic conditions, or otherwise, it could result in reduced customer orders and decreased sales, which would adversely affect our business, operating results, and financial condition.
If our wireless solutions do not achieve widespread adoption, if there is a slower rollout than we expect in certain markets, or if there is a reduction in demand for our wireless connectivity solutions or components including AC-Fleet and Lighthouse, caused by a lack of customer acceptance, technological challenges, competing technologies and products, decreases in corporate spending, weakening economic conditions, or otherwise, it could result in reduced customer orders and decreased sales, which would adversely affect our business, operating results, and financial condition.
A significant portion of our operating expense is relatively fixed and is based in large part on our forecasts of volume and timing of orders. The lengthy sales cycles make forecasting the volume and timing of product orders difficult. In addition, the delays inherent in lengthy sales cycles raise additional risks of customer decisions to cancel or change product phases.
A significant portion of our operating expenses is relatively fixed and is based in large part on our forecasts of volume and timing of orders. The lengthy sales cycles make forecasting the volume and timing of product orders difficult. In addition, the delays inherent in lengthy sales cycles raise additional risks of customer decisions to cancel or change product phases.
A limited number of customers and devices represent a significant portion of our sales. If we were to lose any of these customers or devices, our sales could decrease significantly. Customers that accounted for 10% or more of our total revenue provided approximately 54% of sales in the aggregate for the year ended December 31, 2024.
A limited number of customers and devices represent a significant portion of our sales. If we were to lose any of these customers or devices, our sales could decrease significantly. Customers that accounted for 10% or more of our total revenue provided approximately 54% of sales in the aggregate for the year ended December 31, 2025.
If existing partnership entity has any technical difficulties, if our partnership with them does not continue to develop, or if the technology developed in partnership does not develop or the partnership entity 22 does not perform as expected or suffers market-launch delay or project-cost overrun, our sales may decrease, and our operating results could suffer.
If an existing partnership entity has any technical difficulties, if our partnership with them does not continue to develop, or if the technology developed in partnership does not develop or the partnership entity does not perform as expected or suffers market-launch delay or project-cost overrun, our sales may decrease, and our operating results could suffer.
For the year ended December 31, 2024, approximately 41% of our products, based on sales, are outside of North America, and we are continuing to expand our international operations as part of our growth strategy. We have limited sales personnel and sales and support operations in the United States, Asia, and Europe.
For the year ended December 31, 2025, approximately 41% of our products, based on sales, are outside of North America, and we are continuing to expand our international operations as part of our growth strategy. We have limited sales personnel and sales and support operations in the United States, Asia, and Europe.
In response, China, Canada, Mexico, and other countries have imposed or proposed additional tariffs on certain exports from the United States, and it is unclear what future actions countries will or will not take with respect to trade policies, treaties, and tariffs.
In response, China, Canada, Mexico, the European Union, and other countries have imposed or proposed additional tariffs on certain exports from the United States, and it is unclear what future actions countries will or will not take with respect to trade policies, treaties, and tariffs.
In addition, 14 there is a risk that one or more of our current service providers, financial institutions, manufacturers, suppliers or customers may be adversely affected by the foregoing risks, which could adversely affect our business and operating results be adversely affected by the foregoing risks.
In addition, 16 there is a risk that one or more of our current service providers, financial institutions, manufacturers, suppliers or customers may be adversely affected by the foregoing risks, which could adversely affect our business and operating results be adversely affected by the foregoing risks.
Any of these factors could depress economic activity; restrict our access to suppliers or customers; have a material adverse effect on our business, financial condition, and results of operations; and/or affect our strategy in China and elsewhere around the world.
Any of these factors could depress economic activity; restrict our access to suppliers or customers; have a material adverse effect on our business, operating results and financial condition; and/or affect our strategy in China and elsewhere around the world.
Sales cycles can be lengthy for several reasons, including: • our OEM customers and carriers usually complete a lengthy technical evaluation of our products, over which we have no control, before placing a purchase order; • the commercial introduction of our products by OEM customers and carriers is typically limited during the initial release to evaluate product performance; • the development and commercial introduction of products incorporating new technologies frequently are delayed; and • certain customers of advanced antenna systems and integrated wireless solutions require successful field trials before committing to purchase our solutions, which could delay the customer decision making process.
Sales cycles can be lengthy for several reasons, including: • our OEM customers and carriers usually complete a lengthy technical evaluation of our products, over which we have no control, before placing a purchase order; • the commercial introduction of our products by OEM customers and carriers is typically limited during the initial release to evaluate product performance; • the development and commercial introduction of products incorporating new technologies frequently are delayed; and • customers of integrated wireless solutions require successful field trials before committing to purchase our solutions, which could delay the customer decision making process.
We rely on third-party components and technology companies to provide contents of our bills of material to that ultimately configure the devices that are deployed in our integrate solutions. Thus, we rely on our CMs to obtain the components and subassemblies necessary for the manufacture of our devices.
We rely on third-party components and technology companies to provide contents of our bills of material to that ultimately configure the devices that are deployed in our integrated solutions. Thus, we rely on our CMs to obtain the components and subassemblies necessary for the manufacture of our devices.
Moving forward, as we transition to a wireless systems solutions provider, we expect a shift toward external wireless solutions and antenna technologies in the automotive and enterprise markets that may result in a corresponding shift in the customer mix.
Moving forward, as we transition to a wireless systems solutions provider, we expect a shift toward external wireless solutions in the automotive and enterprise markets that may result in a corresponding shift in the customer mix.
We may experience delays in obtaining product from manufacturers and may not be a high priority for our manufacturers. The ability and willingness of our CMs to perform is largely outside of our control.
We may experience delays in obtaining products from manufacturers and may not be a high priority for our manufacturers. The ability and willingness of our CMs to perform is largely outside of our control.
We have historically driven revenue growth primarily through our embedded antennas, external antennas, embedded modems, and custom IoT products, largely in the consumer market. Moving forward, our goal is to drive growth in complex system solutions in the enterprise and automotive markets, including AC-Fleet, Lighthouse, Lantern, and asset tracking solutions.
We have historically driven revenue growth primarily through our embedded antennas, external antennas, embedded modems, and custom IoT products, largely in the consumer market. Moving forward, our goal is to drive growth in complex system solutions in the enterprise and automotive markets, including Lighthouse and AC-Fleet.
As we complete our transition into a wireless systems solutions provider, our investment in research and development will grow to stay on the leading edge of next generation development and to align ourselves with the rapidly evolving technology needs of the industry.
As we transition into a wireless systems solutions provider, our investment in research and development will be required to grow to stay on the leading edge of next generation development and to align ourselves with the rapidly evolving technology needs of the industry.
Nonetheless, the changes and proposed changes to United States trade policies, treaties, tariffs and taxes, which are outside of our control, , contribute to significant uncertainty about the future relationship between the United 29 States, China, Canada, Mexico, and other countries.
Nonetheless, the changes and proposed changes to United States trade policies, treaties, tariffs and taxes, which are outside of our control, contribute to significant uncertainty about the future relationship between the United States, China, Canada, Mexico, the European Union, and other countries.
There are also laws regulating the use of personal information for direct marketing purposes, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, which establishes specific requirements for commercial email messages, and the Telephone Consumer Protection Act, and the Telemarketing Sales Rule as interpreted and implemented by the FCC and United States courts, or TCPA, which imposes significant restrictions on the use of telephone calls and text messages to residential and mobile telephone numbers.
For example, at the federal level, there are laws regulating the use of personal information for direct marketing purposes, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, which establishes specific requirements for commercial email messages, and the Telephone Consumer Protection Act (TCPA) and the Telemarketing Sales Rule as interpreted and implemented by the FCC, FTC and/or United States courts, which imposes significant restrictions on the use of telephone calls and text messages to residential and mobile telephone numbers.
The loss of any of these suppliers may substantially disrupt our ability to obtain orders and fulfill sales as we design in and qualify new components. • We are developing a number of our new products and wireless connectivity solutions in partnership with other companies.
The loss of any of these suppliers may substantially disrupt our ability to obtain orders and fulfill sales as we design in and qualify new components. • We are developing a number of our wireless connectivity solutions and new products in partnership with or under strategic alliances with other companies.
Information technology security threats are increasing in frequency, persistence, intensity and sophistication. We and our third-party service providers may also experience information technology security threats that may remain undetected for an extended period.
Information technology security threats are increasing in frequency, persistence, intensity, and sophistication. We and our third-party service providers (including third party providers of AI Technologies) may also experience information technology security threats that may remain undetected for an extended period.
The global credit and financial markets have in the past experienced extreme volatility and disruptions (including as a result of pandemic, war and conflict and liquidity concerns regarding financial institutions and others in the financial services industry).
The global credit and financial markets have in the past experienced extreme volatility and disruptions (including as a result of public health crises, war and conflict and liquidity concerns regarding financial institutions and others in the financial services industry).
We cannot assure that our new wireless solutions will meet customer expectations or that our wireless solutions will be competitive in the market. The introduction of the next generation AirgainConnect, Lighthouse, Lantern and asset tracking platforms, and the transition to a more expansive level of advanced solutions, requires coordination of efforts and increased time and resources.
We cannot assure you that our new wireless solutions will meet customer expectations or that our wireless solutions will be competitive in the market. The introduction of the next generation AirgainConnect and Lighthouse platforms, and the transition to a more expansive level of advanced solutions, require coordination of efforts and increased time and resources.
We cannot predict with certainty in the future whether a pandemic or epidemic will cause delays or disrupt our product shipments or impact manufacturing. If such disruption were to extend over a prolonged period, it could have a material impact on our sales and business and those of our customers.
We cannot predict with certainty in the future whether a pandemic, epidemic, or AI demand surge impacting the supply of certain components, will cause delays or disrupt our product shipments or impact manufacturing. If such disruption were to extend over a prolonged period, it could have a material impact on our sales and business and those of our customers.
If we were to lose any of these customers or devices, our sales could decrease significantly; • We rely on a limited number of CMs and ODMs to produce and ship our products, and the failure to manage our relationships with these parties successfully could adversely affect our ability to market and sell our products; • Our CMs purchase some components, subassemblies and products from a single or limited number of suppliers.
If we were to lose any of these customers or devices, our sales could decrease significantly; • We rely significantly on channel partners to sell and support our products, and the failure of this channel to be effective could materially reduce our sales; • We rely on a limited number of CMs and ODMs to produce and ship our products, and the failure to manage our relationships with these parties successfully could adversely affect our ability to market and sell our products; • Our CMs purchase some components, subassemblies and products from a single or limited number of suppliers.
As a result, we had an accumulated deficit of $87.2 million on December 31, 2024. Airgain is transitioning to a wireless systems solutions company. Because the market for wireless systems solutions is rapidly evolving, it is difficult for us to predict our operating results.
As a result, we had an accumulated deficit of $93.6 million on December 31, 2025. Airgain is transitioning to a wireless systems solutions company. Because the market for wireless systems solutions is rapidly evolving, it is difficult for us to predict our operating results.
The principal risks and uncertainties affecting our business include, but are not limited to the following: • The markets for our antenna and wireless systems solutions are developing and may not develop as we expect; • Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance; • If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed, and our reputation may be damaged; • Our wireless connectivity solutions and components are subject to intense competition, including competition from our suppliers and the customers to whom we sell; • Our future success depends on our ability to develop new products and successfully introduce new and enhanced products and services for the wireless market that meet the needs of our customers; • Any delays in our sales cycles could result in customers canceling purchases of our products; • We have a history of losses, including an accumulated deficit of $87.2 million at December 31, 2024, and we may not be profitable in the future; • We sell to customers who are price conscious, and to a limited number of customers, who represent a significant portion of our sales.
The principal risks and uncertainties affecting our business include, but are not limited to the following: • The markets for our wireless systems solutions, embedded and external antennas, and loT solutions are developing and may not develop as we expect; • Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance; • If we are unable to manage our growth and expand our operations successfully, or navigate the transition to integrated system solutions, including increased business complexity and execution risk, our business and operating results will be harmed, and our reputation may be damaged; • Our transition to integrated system solutions increases business complexity and execution risk; • Our wireless connectivity solutions and components are subject to intense competition, including competition from our suppliers and the customers to whom we sell; • Our future success depends on our ability to develop new products and successfully introduce new and enhanced products and services for the wireless market that meet the needs of our customers; • Any delays in our sales cycles could result in customers canceling purchases of our products; • We have a history of losses, including an accumulated deficit of $93.6 million at December 31, 2025, and we may not be profitable in the future; • We sell to customers who are price conscious, and to a limited number of customers, who represent a significant portion of our sales.
The enactment of the CCPA is prompting a wave of similar legislative developments in other states in the United States, which has created the potential for a patchwork of overlapping but different state laws.
The enactment of the CCPA prompted a wave of similar legislative developments in other states in the United States, which has created a patchwork of overlapping but different state laws.
If we are unable to manage future expansion, our ability to provide high quality products and services could be harmed, which could damage our reputation and brand and may have a material adverse effect on our business, operating results and financial condition.
If we are unable to manage future expansion, our ability to provide high quality products and services could be harmed, which could damage our reputation and brand and may have a material adverse effect on our business, operating results and financial condition. Our transition to integrated system solutions increases business complexity and execution risk.
As of December 31, 2024, we also had federal and state research and development and other tax credit carryforwards of approximately $2.4 million and $2.0 million, respectively, available to reduce future income tax liabilities, subject to limitations. Our federal tax credit carryforwards begin to expire in 2026, and our state tax credits will begin to expire in 2032.
As of December 31, 2025, we also had federal and state research and development and other tax credit carryforwards of approximately $3.5 million and $2.8 million, respectively, available to reduce future income tax liabilities, subject to limitations. Our federal tax credit carryforwards begin to expire in 2026, and our state tax credit carryforwards will begin to expire in 2032.
At the state level, California enacted legislation, the California Consumer Privacy Act of 2018, or CCPA, which provides new data privacy rights for California consumers and the California Privacy Rights Act, or CPRA, which took effect on January 1, 2023. The CPRA modifies the CCPA by providing significant new data privacy rights.
At the state level, California enacted legislation, the California Consumer Privacy Act of 2018 (CCPA), which provides new data privacy rights for California consumers and the California Privacy Rights Act, or CPRA, which took effect on January 1, 2023 and amended the CCPA to include significant additional data privacy rights for consumers.
Risks Related to Our International Operations We are subject to risks associated with international geopolitical and military conflicts . Our business has been impacted and may continue to be impacted by geopolitical conditions, such as a resultant international trade war, military conflicts in other countries, and increased political tensions with or related to Russia, Europe, the Middle East, and Asia.
Our business has been impacted and may continue to be impacted by geopolitical conditions, such as a resultant international trade war, military conflicts in other countries, and increased political tensions with other countries or regions, including those related to Russia, Europe, the Middle East, and Asia.
These export and import controls, and economic sanctions could also adversely affect our manufacturers, suppliers and customers. We are subject to risks generally associated with having a global supply chain, including certain laws and regulations related to forced labor and human rights. In June 2022, the U.S.
These export and import controls, and economic sanctions could also adversely affect our manufacturers, suppliers, and customers. We are also subject to risks generally associated with having a global supply chain, including certain laws and regulations related to forced labor, human rights, and supply chain due diligence. The Corporate Sustainability Due Diligence Directive (CSDDD), the Forced Labour Regulation, U.S.
These NOL and tax credit carryforwards could expire unused, to the extent subject to expiration, and be unavailable to offset future taxable income or income tax liabilities. Furthermore, in general, under Sections 382 and 383 of the U.S.
These NOL and tax credit carryforwards could expire unused, to the extent subject to expiration, and be unavailable to offset future taxable income or income tax liabilities. Furthermore, the Company’s use of federal and state NOL and tax credit carryforwards could be limited by certain ownership changes. In general, under Sections 382 and 383 of the U.S.
The UFLPA, the CSDDD, the Forced Labour Regulation and similar regulations (including product-specific requirements, like the EU’s Batteries Regulation) could all similarly impact our supply chain.
Uyghur Forced Labor Prevention Act (UFLPA), and similar regulations (including product-specific requirements, like the EU’s Batteries Regulation) could all similarly impact our supply chain.
If the forecasted demand does not materialize into purchase orders for these products, we may be required to write off our inventory balances or reduce the value of our inventory, based on a reduced sales price.
We currently maintain significant inventories to meet forecasted future demand due to the supply chain shortages. If the forecasted demand does not materialize into purchase orders for these products, we may be required to write off our inventory balances or reduce the value of our inventory, based on a reduced sales price.
The wireless industry is characterized by rapidly evolving technologies, and the markets for our wireless connectivity solutions, embedded and external antennas, and IoT products may not develop as we expect.
Risks Related to Our Business and Industry The markets for our wireless systems solutions and components are developing and may not develop as we expect. The wireless industry is characterized by rapidly evolving technologies, and the markets for our wireless connectivity solutions, embedded and external antennas, and IoT solutions may not develop as we expect.
For example, in March 2024, we entered into an at-the-market issuance sales agreement (the Sales Agreement) with Craig-Hallum Capital Group LLC (the Agent), pursuant to which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $5 million in “at the market” offerings through or to the Agent, as sales agent or principal.
For example, in May 2025, we amended and restated the At-the-Market Issuance Sales Agreement (as amended, the Sales Agreement) with Craig-Hallum Capital Group LLC (the Agent) originally entered into in March 2024, pursuant to which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to an amount registered under an effective registration statement and for which we have filed a prospectus “at the market” (ATM) offerings through or to the Agent, as sales agent or principal.
Risks Related to Data Privacy Because we collect, process, use and store information about individuals, including our customers’ and our own employees, this creates data privacy compliance risks that could result in additional cost and liability to us. In the normal course of our business, we collect, process, use and disclose information about individuals.
Any of the foregoing could harm our business, financial condition and results of operations. 28 Risks Related to Data Privacy Because we collect, process, use and store information about individuals, including our customers and our own employees, this creates data privacy compliance risks that could result in additional cost and liability to us.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the audit committee of our board of directors (Audit Committee) oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.
Biggest changeCybersecurity Governance Our board of directors considers cybersecurity risk as part of its overall risk oversight responsibilities and has delegated oversight of cybersecurity and information technology risks to the Audit Committee. The Audit Committee receives periodic updates from management regarding cybersecurity risks and related matters . Our management team is responsible for assessing and managing material risks from cybersecurity threats.
This proactive approach ensures that our systems remain resilient and secure in an evolving regulatory and operational environment. At this time, no cybersecurity threats or incidents have been identified that have materially affected or are reasonably likely to materially affect our operations, business strategy, results, or financial condition.
Cybersecurity Incidents As of the date of this report, we have not identified any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
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ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We use the CIS benchmarks as a guideline to strengthen our cybersecurity practices. This is intended to protect the confidentiality, integrity, and availability of our critical systems and information.
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ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We maintain processes and reference various security industry frameworks and other guidance designed to help us to assess, identify, and manage material risks from cybersecurity threats. Cybersecurity risk management is integrated into our broader enterprise risk management framework and is considered alongside other operational, legal, compliance, strategic, and financial risks.
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Our adoption of the CIS benchmarks is a helpful baseline for potential future alignment with internationally recognized frameworks such as NIST Cybersecurity Framework, or ISO 27001. Integration with Enterprise Risk Management Our cybersecurity risk management program is integrated into our enterprise risk management framework.
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Our cybersecurity risk management processes are designed to address risks associated with our information technology systems, connected products, and third-party relationships. These processes include evaluating cybersecurity risks, implementing controls intended to mitigate identified risks, and monitoring for potential cybersecurity threats and vulnerabilities.
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It shares methodologies, reporting channels, and governance processes applied across other risk domains, including legal, compliance, strategic, operational, and financial risks.
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We also engage third-party service providers from time to time to assist with aspects of our cybersecurity risk management program. We assess cybersecurity risks associated with third-party service providers as part of our vendor onboarding process. This includes review of security documentation, such as independent audit reports, and completion of vendor security questionnaires.
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Core Components of the Cybersecurity Risk Management Program Our program includes the following: • Risk Assessments: Conducting risk capacity evaluations, pressure tests, and gap analyses while formalizing risk tolerance. • Security Team: A team dedicated to managing cybersecurity risks, implementing security controls, and responding to incidents. • External Expertise: Engaging third-party providers to evaluate, test, and enhance aspects of our security controls. • Cybersecurity Awareness Training: Ongoing training for employees, incident response personnel, and senior leadership. • Third-Party Risk Management: Assessing and monitoring vendors, suppliers, and service providers to mitigate risks to our organization.
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We also implement internal technical safeguards, including endpoint monitoring and threat detection capabilities, to monitor and mitigate cybersecurity risks within our environment. While we continue to evolve our business and technology offerings, including software-enabled and connected products, we recognize that cybersecurity threats are increasingly sophisticated and may not be fully prevented.
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Material Cybersecurity Risk Assessment We have recently completed an IT Audit of our China Office as part of our broader cybersecurity risk management efforts. This audit identified certain gaps in our systems, processes, and controls specific to our operations in China.
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Accordingly, our cybersecurity risk management processes are intended to reduce the likelihood and potential impact of cybersecurity incidents; however, there can be no assurance you that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
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These gaps do not indicate the presence of any known cybersecurity threats or incidents, but they highlight areas for improvement to strengthen our overall cybersecurity posture. We are actively and diligently working to address and mitigate these gaps by enhancing our security controls and aligning them with our enterprise-wide cybersecurity strategy.
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Management’s responsibilities include implementing and maintaining cybersecurity risk management processes, monitoring cybersecurity risks, and responding to cybersecurity incidents. Management reports to the Audit Committee regarding cybersecurity risks and incidents as appropriate.
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Management updates the Audit Committee and executives as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. 36 Our management team, including the CTO and IT Manager , is responsible for assessing and managing our material risks from cybersecurity threats.
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The Company’s cybersecurity risk management program is overseen by its Chief Technology Officer (CTO), who has more than 30 years of experience in technology leadership roles spanning wireless communications, semiconductor systems, cloud infrastructure, and secure embedded platforms. In these roles, the CTO has overseen product security architecture, enterprise information technology, and cybersecurity risk management initiatives.
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The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team has several years of experience and has been trained for various roles in information technology and cybersecurity at numerous technology companies.
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He also receives ongoing education and training to remain current on evolving cybersecurity threats, regulatory development, and industry best practices. Management also receives regular updates from internal personnel, external advisors, and third-party service providers to assess and address cybersecurity risks.
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The team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include: • Briefings from internal security personnel; • Threat intelligence and information obtained from governmental, public, or private sources, including external consultants engaged by us; and • Alerts and reports produced by security tools deployed in our IT environment.
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However, we cannot assure you that we will not experience cybersecurity incidents in the future that could have a material adverse effect on our business. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
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See “Risk Factors – Risks Relating to Data Privacy.” 39

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe utilize a 5,200 square foot research, development, and test facility in Scottsdale, Arizona, under a lease that expires in February 2025. We utilize a 3,000 square foot warehouse in Scottsdale, Arizona, under a lease that expires in February 2028.
Biggest changeWe utilize a 5,200 square foot research, development, and test facility in Scottsdale, Arizona, under a lease that expires in October 2029. We utilize a 3,000 square foot warehouse in Scottsdale, Arizona, under a lease that expires in February 2028.
ITEM 2. PR OPERTIES Our corporate headquarters occupy approximately 11,200 square feet in San Diego, California, under a lease that expires in September 2031. Our NimbeLink facility, located in Plymouth, Minnesota, occupies 9,000 square feet under a lease that expires in June 2025.
ITEM 2. PR OPERTIES Our corporate headquarters occupy approximately 11,200 square feet in San Diego, California, under a lease that expires in September 2031. Our NimbeLink facility, located in Plymouth, Minnesota, occupies 3,800 square feet under a lease that expires in June 2031.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough the results of litigation and claims cannot be predicted with certainty, we believe that the final outcome of these matters will not have a material adverse effect on our financial condition or business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Biggest changeRegardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources, and other factors, and there can be no assurances that favorable outcomes will be obtained. ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 40 PAR T II
ITEM 3. LEGAL PROCEEDINGS From time to time, we may be a party to legal proceedings and subject to claims incident in the ordinary course of business.
ITEM 3. LEGAL PROCEEDINGS We are not currently subject to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business.
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ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 37 PAR T II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity Compensation Plan Information See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance under equity compensation plans. Unregistered Sales of Equity Securities None. Issuer Repurchases of Equity Securities None.
Biggest changeEquity Compensation Plan Information See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance under equity compensation plans. Unregistered Sales of Equity Securities None. Issuer Repurchases of Equity Securities None. ITEM 6. [ R eserved]
Holders of Common Stock As of February 20, 2025, there were 11,558,901 shares of our common stock outstanding held by approximately 27 holders of record of our common stock.
Holders of Common Stock As of February 19, 2026, there were 12,223,892 shares of our common stock outstanding held by approximately 28 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeStatements of Operations Data (dollars in thousands) For the Years Ended December 31, 2024 2023 2024 2023 Sales $ 60,599 $ 56,040 100.0 % 100.0 % Cost of goods sold 35,797 35,277 59.1 62.9 Gross profit 24,802 20,763 40.9 37.1 Operating expenses: Research and development 11,864 10,505 19.5 18.7 Sales and marketing 9,203 9,126 15.2 16.3 General and administrative 12,663 13,532 20.9 24.2 Total operating expenses 33,730 33,163 55.6 59.2 Loss from operations (8,928 ) (12,400 ) (14.7 ) (22.1 ) Other income, net (88 ) (100 ) (0.1 ) 0.2 Loss before income taxes (8,840 ) (12,300 ) (14.6 ) (21.9 ) Income tax (benefit) expense (152 ) 128 (0.3 ) 0.3 Net loss $ (8,688 ) $ (12,428 ) (14.3 )% (22.2 )% Comparison of the Years Ended December 31, 2024 and 2023 (all tables—dollars in thousands) Sales For the Years Ended December 31, 2024 2023 $ Change % Change Sales $ 60,599 $ 56,040 $ 4,559 8.1 % Sales for 2024 increased $4.6 million, or 8.1% compared to 2023.
Biggest changeStatements of Operations Data (dollars in thousands) For the Years Ended December 31, 2025 2024 2025 2024 Sales $ 51,779 $ 60,599 100.0 % 100.0 % Cost of goods sold 29,234 35,797 56.5 59.1 Gross profit 22,545 24,802 43.5 40.9 Operating expenses: Research and development 9,542 11,864 18.4 19.5 Sales and marketing 9,325 9,203 18.0 15.2 General and administrative 12,161 12,663 23.5 20.9 Total operating expenses 31,028 33,730 59.9 55.6 Loss from operations (8,483 ) (8,928 ) (16.4 ) (14.7 ) Other income, net 2,130 88 4.1 0.1 Loss before income taxes (6,353 ) (8,840 ) (12.3 ) (14.6 ) Income tax expense (benefit) 73 (152 ) 0.1 (0.3 ) Net loss $ (6,426 ) $ (8,688 ) (12.4 )% (14.3 )% Comparison of the Years Ended December 31, 2025 and 2024 (all tables—dollars in thousands) Sales For the Years Ended December 31, 2025 2024 $ Change % Change Sales $ 51,779 $ 60,599 $ (8,820 ) (14.6 )% Sales for 2025 decreased $8.8 million, or 14.6% compared to 2024.
Our ability to maintain or increase our sales depends on, among other things: • new and existing end customers selecting our solutions for their wireless devices and networks; • investments in our growth to address customer needs; • timely development of our differentiated product offerings and technology solutions; • our ability to target new end markets; • the proliferation of Wi-Fi connected home devices and data intensive applications; • the impact of global supply shortages on our business and that of our end customers; • international expansion in light of continuing global tensions; and • the ability to successfully integrate past and any future acquisitions In addition, inflation generally affects us by increasing our raw material and employee-related costs and other expenses.
Our ability to maintain or increase our sales depends on, among other things: • new and existing end customers selecting our solutions for their wireless devices and networks; • investments in our growth to address customer needs; • timely development of our differentiated product offerings and technology solutions; • our ability to target new end markets; • the proliferation of Wi-Fi connected home devices and data intensive applications; • the impact of global supply shortages on our business and that of our end customers; • international expansion in light of continuing global tensions; and • the ability to successfully integrate any future acquisitions In addition, inflation generally affects us by increasing our raw material and employee-related costs and other expenses.
Factors Affecting Our Operating Results We believe that our performance and future success depend upon several factors including macro-economic and geopolitical uncertainties, import/export controls and trade policies of the United States and other countries, the impact of inflation on consumer spending, and our ability to transition from a component provider to a wireless systems provider and to develop technology leadership and expand our markets.
Factors Affecting Our Operating Results 42 We believe that our performance and future success depend upon several factors including macro-economic and geopolitical uncertainties, import/export controls and trade policies of the United States and other countries, the impact of inflation on consumer spending, and our ability to transition from a component provider to a wireless systems provider and to develop technology leadership and expand our markets.
Key Components of Our Results of Operations and Financial Condition Sales We primarily generate revenue from the sales of our products. We recognize revenue to depict the transfer of control over promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services.
Key Components of Our Results of Operations and Financial Condition Sales We primarily generate revenue from the sales of our products. We recognize revenue to depict the transfer of control over promised goods or services to customers in an amount that reflects the consideration to which the 43 entity expects to be entitled for those goods or services.
General and administrative expenses primarily consist of personnel and facility related costs for our executive, legal, human resource finance, and administrative personnel, including stock-based compensation, as well as legal, accounting, other professional services fees, depreciation and intangible 41 amortization, and other corporate expenses. We expect general and administrative expenses to fluctuate as we grow our operations.
General and administrative expenses primarily consist of personnel and facility related costs for our executive, legal, human resource finance, and administrative personnel, including stock-based compensation, as well as legal, accounting, other professional services fees, depreciation and intangible amortization, and other corporate expenses. We expect general and administrative expenses to fluctuate as we grow our operations.
Subject to the terms and conditions of the Sales Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.
Subject to the terms and conditions of the Sales Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” (ATM) offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.
Liquidity and Capital Resources Assessment As of December 31, 2024, management performed the annual assessment of the Company's ability to meet its obligations as they become due within one year based on relevant conditions and events that are known and reasonably knowable. Following ASC 205-40 guidance, management considered quantitative and qualitative information to evaluate the Company's ability to meet obligations.
Liquidity and Capital Resources Assessment As of December 31, 2025, management performed the annual assessment of the Company's ability to meet its obligations as they become due within one year, based on relevant conditions and events that are known and reasonably knowable. Following ASC 205-40 guidance, management considered quantitative and qualitative information to evaluate the Company's ability to meet obligations.
Lease Modification On December 31, 2024, the Company entered into a Third Amendment (Lease Amendment) to the Office Lease, relating to the Company’s corporate headquarters in San Diego, California. The Lease Amendment extends the term for the Lease from the prior expiration on November 30, 2025 to its new expiration on September 30, 2031.
Leases On December 31, 2024, the Company entered into a Third Amendment to the office lease, relating to the Company’s corporate headquarters in San Diego, California. The lease amendment extends the term for the lease from the prior expiration on November 30, 2025 to its new expiration on September 30, 2031.
We are committed to delivering high-performance, cost-effective, and energy-efficient wireless solutions that enable rapid market deployment. Our mission is to connect the world through integrated, innovative, and optimized wireless solutions. Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer.
We are focused on delivering high-performance, cost-effective, and energy-efficient wireless 41 solutions that enable rapid market deployment. Our mission is to connect the world through integrated, innovative, and optimized wireless solutions. Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer.
The relevant conditions and events that are known and reasonably known as of February 27, 2025 related to the Company have not significantly changed since December 31, 2024. Therefore, the resulting cash inflows along with the existing funds are expected to be sufficient for the Company’s financial obligations as they become due in the next twelve months.
The relevant conditions and events that are known and reasonably knowable as of February 26, 2026 related to the Company have not significantly changed since December 31, 2025. Therefore, the resulting cash inflows along with the existing funds are expected to be sufficient for the Company’s financial obligations as they become due in the next twelve months.
We periodically review the potential liability, and as of December 31, 2024, we have no significant accruals recorded.
We periodically review the potential liability, and as of December 31, 2025, we have no significant accruals recorded.
Based on the analysis of the relevant conditions and events that are known and reasonably known as of December 31, 2024, the Company concluded that it is probable that it will be able to meet all of its financial obligations as they become due in the next twelve months.
Based on the analysis of the relevant conditions and events that are known and reasonably knowable as of December 31, 2025, management concluded that it is probable that it will be able to meet all of its financial obligations as they become due in the next twelve months.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations or financial condition. Business Overview Headquartered in San Diego, California, Airgain, Inc. (NASDAQ: AIRG) is a leading provider of advanced wireless connectivity solutions that drive cutting-edge innovation in 5G technology.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations or financial condition. Business Overview Headquartered in San Diego, California, Airgain, Inc. (NASDAQ: AIRG) is a leading provider of advanced wireless connectivity solutions.
No assurance can be given that the Company will sell any additional shares of 44 common stock under the Sales Agreement, or, if it does, as to the price or amount of shares of common stock that the Company may sell or the dates when such sales will take place.
No assurance can be given that we will sell any additional shares of common stock under the Sales Agreement, or, if we do, as to the price or amount of shares of common stock that we may sell or the dates when such sales will take place.
In the third quarter of 2024, we expanded our product offering with our second generation AirgainConnect® Fleet (AC-Fleet) system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway – that provides 4G/5G cellular connectivity with built-in multi-profile eSIM, GPS, Wi-Fi, and gigabit ethernet router functionalities.
In the third quarter of 2024, we completed the first commercial deployment of our second generation AirgainConnect® Fleet (AC-Fleet) system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway that provides 4G/5G cellular connectivity with built-in multi-profile eSIM, GNSS, Wi-Fi, and gigabit Ethernet router functionalities.
Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year and these patterns may change because of general customer demand or product cycles. 40 Our financial highlights for 2024 include the following: • Sales increased by 8.1% in 2024 compared to 2023.
Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year and these patterns may change because of general customer demand or product cycles. Our financial highlights for 2025 include the following: • Sales decreased by 14.6% in 2025 compared to 2024.
Net cash used in investing activities of $0.2 million for the year ended December 31, 2024 was primarily for purchases of property and equipment. Net Cash provided by Financing Activities.
Net cash used in investing activities of $0.4 million for the year ended December 31, 2025 was primarily for purchases of intellectual property and purchase of property and equipment. Net Cash provided by Financing Activities.
These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. Stock-based compensation expense is measured and recognized in the consolidated financial statements based on the fair value of the awards granted.
If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. Stock-based compensation expense is measured and recognized in the consolidated financial statements based on the fair value of the awards granted.
Net cash used in operating activities was $3.5 million for the year ended December 31, 2024. The cash decrease was primarily driven by the net loss of $8.7 million, and by a $3.2 million net increase of operating assets and liabilities, offset by $8.4 million in non-cash expenses. Net Cash Used in Investing Activities.
Net cash used in operating activities was $1.1 million for the year ended December 31, 2025. The cash decrease was primarily driven by a net loss of $6.4 million, $1.4 million decrease of operating assets and liabilities, offset by $6.7 million in non-cash expenses. Net Cash Used in Investing Activities.
We are leveraging our RF and systems experience, and our Mobile Network Operator (MNO) and Multiple Service Operator (MSO) relationships to deliver complex and differentiated system solutions . Core Markets The enterprise market requires reliable wireless access across various use cases, including smart cities, utilities, factories, buildings, campuses, transportation hubs, stadiums, and suburban developments.
We leverage our RF and systems experience, and our Mobile Network Operator (MNO) and Multiple Service Operator (MSO) relationships, to deliver complex and differentiated system solutions. Markets The enterprise market demands reliable wireless access across diverse settings, including smart cities, campuses, stadiums, transportation hubs, utilities, buildings, and suburban developments.
The Company has agreed to pay Craig-Hallum a sales commission of 3.0% of the gross proceeds for sales under the Sales Agreement. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Sales Agreement.
We have agreed to pay Craig-Hallum a sales commission of 2.5% of the gross proceeds for sales under the Sales Agreement. We are not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Sales Agreement.
Our consumer products include embedded antennas for consumer access points, wireless gateways, smart home devices and FWA devices. We have a rich history of providing radio frequency (RF) expertise, services, and solutions to mobile operators and major original equipment manufacturers (OEMs).
Our automotive products include our second-generation AirgainConnect® Fleet system solution, and our aftermarket antennas. Our consumer products include embedded antennas for consumer access points, wireless gateways, and FWA devices. We have a rich history of providing radio frequency (RF) expertise, services, and solutions to telecommunications operators and major original equipment manufacturers (OEMs).
Although it is difficult to make broad generalizations, our sales tend to be lower in the first quarter of each year compared to other quarters due to the Lunar New Year.
Our operating results historically have not been subject to significant seasonal variations. Although it is difficult to make broad generalizations, our sales tend to be lower in the first quarter of each year compared to other quarters due to the Lunar New Year.
As a result, we have an accumulated deficit of $87.2 million at December 31, 2024. 43 We plan to continue to invest for long-term growth, including expanding our engineering and sales teams to execute on our product roadmap and further penetrate domestic and international markets. We anticipate that these investments will continue to increase in absolute dollars.
We plan to continue to invest for long-term growth, including expanding our engineering and sales teams to execute on our product roadmap and further penetrate domestic and international markets. We anticipate that these investments will continue to increase in absolute dollars.
We write-down inventory when it has been determined that conditions exist that may not allow the inventory to be sold for at the intended price or the inventory is determined to be obsolete based on assumption about future demand and market conditions. The charge related to inventory write-downs is recorded as cost of goods sold.
For items that are manufactured by the Company's CMs, cost is determined using the weighted average cost method. We write-down inventory when it has been determined that conditions exist that may not allow the inventory to be sold for at the intended price or the inventory is determined to be obsolete based on assumption about future demand and market conditions.
The following table presents a summary of our cash flow activity for the periods set forth below (in thousands): Twelve months ended December 31, 2024 2023 Net cash used in operating activities $ (3,527 ) $ (3,301 ) Net cash used in investing activities (178 ) (346 ) Net cash provided by (used in) financing activities 4,301 (458 ) Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash (7 ) 3 Net increase (decrease) in cash, cash equivalents and restricted cash $ 589 $ (4,102 ) Net Cash Used in Operating Activities.
We believe that our existing cash and cash equivalents balance will be sufficient to meet our working capital requirements for at least the next 12 months. 46 The following table presents a summary of our cash flow activity for the periods set forth below (in thousands): Twelve months ended December 31, 2025 2024 Net cash used in operating activities $ (1,113 ) $ (3,527 ) Net cash used in investing activities (389 ) (178 ) Net cash provided by financing activities 350 4,301 Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash — (7 ) Net (decrease) increase in cash, cash equivalents and restricted cash $ (1,152 ) $ 589 Net Cash Used in Operating Activities.
We believe that we qualify for application of the ERC on qualified wages from the second quarter of 2020 through the third quarter of 2021. We applied for ERC refunds in 2023, totaling $2.5 million, net of professional fees. In January 2025, we received refunds of $1.4 million, net of professional fees, plus an additional $0.2 million for interest.
We believe that we qualify for application of the ERC on qualified wages from the second quarter of 2020 through the third quarter of 2021. We applied for ERC refunds in 2023, totaling $2.8 million.
Our enterprise IoT and machine-to-machine (M2M) antennas are extensively deployed in diverse systems, products, and applications, including access points, gateways, FWA devices and utility meters. In the automotive market, our products are deployed in a wide range of vehicles in the fleet and aftermarket applications, supporting a variety of technologies that include 5G, LTE, Wi-Fi, LPWAN, GNSS, and Bluetooth.
In the automotive market, our products are deployed in a wide range of vehicles in the fleet and aftermarket applications, supporting a variety of technologies that include 5G, LTE, Wi-Fi, LPWAN, GNSS, and Bluetooth.
Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as uncertain global economic conditions, pandemics and epidemics, global trade disputes or political instability, as well as conflicts around the world.
Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as uncertain global economic conditions, public health crises, global trade disputes, as well as conflicts around the world. We do not believe that such factors had a material adverse impact on our results of operations during 2025.
Liquidity and Capital Resources We had cash and cash equivalents of $8.5 million at December 31, 2024. Each year from 2013 through 2024, we have incurred net losses.
Liquidity and Capital Resources We had cash and cash equivalents of $7.4 million at December 31, 2025. Each year from 2013 through 2025, we have incurred net losses. As a result, we have an accumulated deficit of $93.6 million at December 31, 2025.
Other (Income) Expense Interest Income, net. Interest income consists of interest from our cash and cash equivalents offset by interest expense which consists of interest charges on credit card charges and certain vendor bills. Other Expense (Income), net. Other expense and income consists of realized foreign exchange gains or losses, state franchise tax benefit, and other income.
Interest Income, net. Interest income generally consists of interest from our cash and cash equivalents and interest income related to employee retention credit, offset by interest expense which consists of interest charges on credit card charges and certain vendor bills. Other Income (Expense), net.
Operating Expenses For the Years Ended December 31, 2024 2023 $ Change % Change Research and development $ 11,864 $ 10,505 $ 1,359 12.9 % Sales and marketing 9,203 9,126 77 0.8 % General and administrative 12,663 13,532 (869 ) (6.4 )% Total operating expenses $ 33,730 $ 33,163 $ 567 1.7 % Operating expenses for 2024 increased $0.6 million or 1.7% compared to 2023.
Operating Expenses For the Years Ended December 31, 2025 2024 $ Change % Change Research and development $ 9,542 $ 11,864 $ (2,322 ) (19.6 )% Sales and marketing 9,325 9,203 122 1.3 % General and administrative 12,161 12,663 (502 ) (4.0 )% Total operating expenses $ 31,028 $ 33,730 $ (2,702 ) (8.0 )% Operating expenses for 2025 decreased $2.7 million or (8.0)% compared to 2024.
Macroeconomic conditions Macroeconomic conditions have continued to create demand softness in certain markets. While our sales grew by 8% year-over-year, we experienced a demand softness combined with excess inventories in our channels and our direct customers, in our existing markets.
Our sales declined by 14.6% year-over-year, as we experienced a demand softness, combined with excess inventories in our channels and direct customers, in our existing automotive and enterprise markets.
We remain focused on the execution of our strategic product initiatives and operational efficiencies, which lay the foundation of our revenue and profitability growth when market conditions improve.
We remain focused on the execution of our strategic product initiatives, specifically design and revenue ramps of our AirgainConnect and Lighthouse platforms, which lay the foundation for our pursuit of revenue and profitability growth.
It is difficult for us to project future taxable income as the timing and size of sales of our products are variable and difficult to predict. We concluded that it is not more likely than not that we will utilize our deferred tax assets other than those that are offset by reversing temporary differences.
We concluded that it is not more likely than not that we will utilize our deferred tax assets other than those that are offset by reversing temporary differences. Results of Operations The following tables set forth our operating results for the periods presented and as a percentage of our total sales for those periods.
The decrease in the loss from operations was primarily due to an increase of $4.0 million in gross profit on higher sales. • Our effective tax rate for each year was 2% and -1% in 2024 and in 2023, respectively. • We ended 2024 with cash and cash equivalents and restricted cash totaling $8.6 million, which is a $0.6 million increase from the prior year.
The decrease was due to lower operating expenses and an employee retention credit gain in 2025, offsetting the lower gross profit due to lower sales. • Our effective tax rate for each year was -1% and 2% in 2025 and in 2024, respectively. • We ended 2025 with cash and cash equivalents and restricted cash totaling $7.4 million.
Provision for Income Taxes Provision for income taxes consists of federal and state income taxes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Employee Retention Credit On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law providing an employee retention credit (ERC), which is a refundable tax credit against certain employment taxes on qualified wages.
These proceeds were partially offset by $0.2 million tax payments for net share settlement of restricted stock units. Employee Retention Credit On March 27, 2020, the CARES Act was signed into law providing an ERC, which is a refundable tax credit against certain employment taxes on qualified wages.
We discuss many of these risks, uncertainties and other factors in greater detail in the section entitled “Risk Factors” included in Item 1A of this annual report on Form 10-K. Our operating results historically have not been subject to significant seasonal variations.
While each of these areas presents significant opportunities for us, they also pose significant risks and challenges we must successfully address. We discuss many of these risks, uncertainties and other factors in greater detail in the section entitled “Risk Factors” included in Item 1A of this annual report on Form 10-K.
Net cash used in financing activities of $4.3 million for the year ended December 31, 2024 was primarily from $4.1 million of net proceeds after fees and expenses from the issuance of approximately 760,000 shares of common stock via our ATM offering program.
Net cash provided by financing activities of $0.4 million for the year ended December 31, 2025 was primarily from $0.4 million of proceeds of common stock issuances under the ESPP and equity option exercises, and $0.2 million of net proceeds from issuance of 109,167 shares of common stock via our ATM offering program.
Consumer market sales increased $2.8 million to $21.7 million for 2024 from $18.9 million for 2023, driven by higher sales to cable and mobile network operators. Enterprise market sales increased $2.3 million, to $29.5 million for 2024 from $27.2 million for 2023, primarily 42 driven by higher embedded modems sales.
Consumer market sales increased $4.4 million to $26.1 million for 2025 from $21.7 million for 2024, driven primarily by higher antenna sales to cable and mobile network operators.
We also offer a full line of external fleet antennas that are designed to be rugged, reliable, and flexible to meet almost any need. These antennas include 39 high-performance and low-profile versions that mount on the roof, trunk, windshield, or dashboard and are optimized for 5G, 4G, Wi-Fi, and GNSS. The consumer market represents a vast audience utilizing wireless-enabled devices.
These antennas include high-performance and low-profile versions that mount on the roof, trunk, windshield, or dashboard and are optimized for 5G, 4G, Wi-Fi, and GNSS. The consumer market represents a vast audience utilizing wireless-enabled devices. Our embedded antennas are deployed in various consumer applications including access points, wireless gateways, FWA devices, Wi-Fi routers and extenders, and smart home devices.
The increase in sales was primarily driven by the enterprise and consumer markets. • Gross profit as a percentage of sales increased to 40.9% in 2024 compared to 37.1% in 2023. The increase was primarily due to improved automotive and enterprise product margins rate. • Loss from operations decreased by $3.5 million in 2024 compared to 2023.
The decrease in sales was primarily driven by lower sales in the enterprise and automotive markets, offsetting a 20.2% sales growth in our consumer markets. • Gross profit as a percentage of sales increased to 43.5% in 2025 compared to 40.9% in 2024.
Results of Operations The following tables set forth our operating results for the periods presented and as a percentage of our total sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.
The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.
Since there was no indication that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company determined that a quantitative goodwill impairment test was not necessary as of December 31, 2024.
If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount.
We evaluate inventory at least annually 45 and at other times during the year. Charges to cost of goods sold for excess, obsolete, and lower of cost or net realizable inventories totaled $0.8 million and $1.2 million in 2024 and 2023, respectively. Stock-Based Compensation The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates.
The charge related to inventory write-downs is recorded as cost of goods sold. We evaluate inventory at least annually and at other times during the year. 48 Stock-Based Compensation The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.
Management 44 considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. It is difficult for us to project future taxable income as the timing and size of sales of our products are variable and difficult to predict.
There is no assurance that we will ultimately receive the remaining refund balance, or the timeframe of any such receipt, based on IRS review or otherwise. As of December 31, 2024, we have not recognized the ERC in our financial statements.
There is no assurance that we will ultimately receive the remaining refund balance, or the timeframe of any such receipt, based on IRS review or otherwise. At-the-Market Sales Agreement In May 2025, we amended and restated the At-the-Market Issuance Sales Agreement (as amended, the Sales Agreement) with Craig-Hallum Capital Group LLC (Craig-Hallum) originally entered into in March 2024.
The number of PSUs that will ultimately be awarded are contingent on our actual level of achievement compared to the corporate financial target performance targets. Goodwill and Other Intangible Assets We have a significant amount of goodwill and finite-lived intangible assets. At December 31, 2024, the Company's goodwill and intangible assets totaled $16.6 million, or 34% of our total assets.
The number of PSUs that will ultimately be awarded are contingent on our actual level of achievement compared to the corporate financial target performance targets. Goodwill and Other Intangible Assets Goodwill The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill.
Gross Profit For the Years Ended December 31, 2024 2023 $ Change % Change Gross profit $ 24,802 $ 20,763 $ 4,039 19.5 % Gross profit (percentage of sales) 40.9 % 37.1 % 3.8 % Gross profit for 2024 increased $4.0 million, or 19.5%, compared to 2023 primarily due to improved automotive and enterprise product margin rates.
The decrease was due to lower sales, partially offset by gross margin improvements. 45 Gross Profit For the Years Ended December 31, 2025 2024 $ Change % Change Gross profit $ 22,545 $ 24,802 $ (2,257 ) (9.1 )% Gross profit (percentage of sales) 43.5 % 40.9 % 2.6 % Gross profit for 2025 decreased $2.3 million, or 9.1%, compared to 2024 primarily driven by lower sales, partially offset by gross margin improvements.
During the year ended December 31, 2024, 760,000 shares of common stock were issued pursuant to the Sales Agreement for net proceeds of $4.1 million, after deducting commissions. As of December 31, 2024, $0.5 million remains available under the Sales Agreement for future sales of the Company’s common stock.
During 2025, we issued 109,167 shares of common stock under the 2025 ATM offering for net proceeds of $0.2 million after deducting commissions and other costs associated with the offering. As of December 31, 2025, we had $4.6 million available under the offering program for future sales of our common stock.
Our embedded antennas are deployed in various consumer applications including access points, wireless gateways, FWA devices, Wi-Fi routers and extenders, smart TVs, smart home devices, and set-top boxes. These consumer products support a variety of technologies, products and services, including 4G/LTE, 5G, Wi-Fi, Bluetooth, LPWAN and GNSS (Global Navigation Satellite System).
These consumer products support a variety of technologies, products and services, including 4G/LTE, 5G, Wi-Fi, Bluetooth, LPWAN and Global Navigation Satellite System (GNSS). Macroeconomic Conditions Macroeconomic conditions have continued to create demand softness in certain markets.
Automotive market sales decreased $0.5 million to $9.4 million for 2024, from $9.9 million for 2023, due to lower Aftermarket sales, partially offset by shipments of AirgainConnect Fleet.
Enterprise market sales decreased $6.9 million, to $22.6 million for 2025 from $29.5 million for 2024, primarily driven by lower IoT custom products and enterprise antennas sales. Automotive market sales decreased $6.3 million to $3.1 million for 2025 from $9.4 million for 2024, due to lower aftermarket sales.
Income Tax Expense For the Years Ended December 31, 2024 2023 $ Change % Change Income tax (benefit) expense $ (152 ) $ 128 $ (280 ) (218.8 )% Income tax benefit for 2024 increased $0.3 million or 218.8%, compared to 2023 primarily due to a decrease in foreign income tax accrual.
Income Tax Expense For the Years Ended December 31, 2025 2024 $ Change % Change Income tax expense (benefit) $ 73 $ (152 ) $ 225 (148.0 )% Income tax expense for 2025 was $73.0 thousand, compared with income tax benefit of $0.2 million in 2024, primarily due to release an income tax reserve associated with the China office which generated benefit in 2024 provision.
While we are experiencing a market recovery with our consumer customers, we anticipate the inventory surplus some of our enterprise and automotive customers have may extend into the first half of 2025. We believe the previously broad demand softness that we experienced in 2023 has become more product and customer specific, as the industry re-calibrates to optimal inventory levels.
While we are experiencing a growth driven by the Wi-Fi 7 transition with our consumer customers, we anticipate the inventory surplus some of our enterprise and automotive customers have may extend into the second half of 2026.
Cost of Goods Sold For the Years Ended December 31, 2024 2023 $ Change % Change Cost of goods sold $ 35,797 $ 35,277 $ 520 1.5 % Cost of goods sold for 2024 increased $0.5 million or 1.5% compared to 2023. The increase was due to higher sales, partially offset by improved automotive and enterprise product margin rates.
Cost of Goods Sold For the Years Ended December 31, 2025 2024 $ Change % Change Cost of goods sold $ 29,234 $ 35,797 $ (6,563 ) (18.3 )% Cost of goods sold for 2025 decreased $6.6 million or 18.3% compared to 2024.
Our enterprise products include Smart Network Controlled Cellular Repeaters (Smart NCRs), fixed wireless access (FWA) devices, asset tracking solutions, embedded cellular modems, and antennas for access points and Internet of Things (IoT) applications. Our automotive products include our second generation AirgainConnect® Fleet system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway – and aftermarket antennas.
While historically recognized for high-performance radio frequency (RF) components, Airgain is increasingly delivering integrated, system-level connectivity solutions that combine hardware, software and cloud management. Our enterprise products include Smart Network Controlled Cellular Repeaters (Smart NCRs), embedded cellular modems, asset tracking solutions, and antennas for access points and Internet of Things (IoT) applications.
In addition, the Company determined that there were no other triggering events or circumstances to indicate that the carrying value of the finite-lived asset group may not be recoverable. Therefore, the Company did not proceed with the third step to determine the fair value of the intangible assets and compare fair value against the carrying value.
The Company's long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable.
Gross profit as a percentage of sales for 2024 increased by 380 basis points compared to 2023.
Gross profit as a percentage of sales for 2025 increased by 260 basis points compared to 2024. The increase was primarily driven by improved enterprise and consumer margins, due to favorable product sales mix change and market introduction of premium solutions, along with operational efficiencies.
At-the-Market Sales Agreement On March 7, 2024, the Company entered into an At-the-Market Issuance Sales Agreement (the Sales Agreement) with Craig-Hallum Capital Group LLC (Craig-Hallum). Pursuant to the Sales Agreement, the Company may sell at its option, up to an aggregate of $5.0 million in shares of its common stock through Craig-Hallum, as sales agent.
Pursuant to the Sales Agreement, we may sell at our option, shares of our common stock having an aggregate offering price of up to an amount registered under an effective registration statement and for which we have filed a prospectus, through or to Craig-Hallum, as sales agent or principal.
Removed
We expanded our current portfolio of embedded cellular modems, asset tracking solutions and custom IoT systems with advanced 5G connectivity solutions, including our AirgainConnect Fleet vehicle gateway, Smart Network Controlled Cellular Repeaters, and FWA system solutions.
Added
Our Lighthouse platform is a carrier ‑ grade, high ‑ power 5G smart repeater designed to extend coverage and offload capacity for mobile network operators and system integrators.
Removed
Our Lighthouse smart repeater platform consists of a high-power large area indoor and outdoor network repeater for MNOs and systems integrators. Our outdoor 5G Lantern TM FWA device is designed to address 5G connectivity challenges, reduce deployment costs and enhance customer experiences. Our asset tracking solutions are deployed across transportation, supply chain, and other specialized applications.
Added
It can be deployed outdoors or as an in ‑ building solution, and it includes advanced features such as carrier aggregation, automatic gain control, echo cancellation, TDD synchronization, firmware ‑ over ‑ the ‑ air (FOTA) updates, and remote management capabilities.
Removed
In addition to hardware, our asset tracking solution includes a recurring revenue component, our subscription-based NLink cloud-based device enablement platform, which allows for deployment and integration with enterprise systems via open application programming interfaces (API).
Added
Lighthouse supports rapid deployment and does not require wired backhaul, offering a cost ‑ effective alternative to small cells and Distributed Antenna Systems (DAS) for coverage enhancement. Our NimbeLink embedded modems serve numerous enterprise IoT sectors that require cellular connectivity, including packaging, logistics, EV charging, smart buildings, agriculture, and self-service innovations.
Removed
Our NimbeLink embedded modems serve numerous enterprise IoT sectors requiring cellular connectivity such as packaging, logistics, EV charging, smart cities, smart buildings, agriculture, asset tracking, and self-service innovations. Our custom products feature joint engineering collaboration with strategic customers to develop industrial IoT products (IIoT) for specific applications while helping them reduce their time to market.
Added
These NimbeLink cellular modems, which are both patented and end-device certified, minimize the need for additional OEM end-customer carrier certifications. Our asset tracking solutions are deployed across transportation, supply chain, and other specialized applications. Our enterprise IoT and machine-to-machine (M2M) antennas are extensively deployed in diverse systems, products, and applications, including access points, gateways, FWA devices and utility meters.
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We do not believe that such factors had a material adverse impact on our results of operations during 2024. While each of these areas presents significant opportunities for us, they also pose significant risks and challenges we must successfully address.
Added
We also offer a full line of external fleet antennas that are designed to be rugged, reliable, and flexible to meet almost any need. We design our products for performance, quality, and long product life, and our antennas connect to almost any vehicular router or modem.
Removed
The increase was due to higher engineering expenses developing the company’s product roadmap, partially offset by lower general and administrative expenses driven by operational efficiencies.
Added
The increase was primarily due to improved enterprise and consumer product margins and operational efficiencies. • Net loss decreased by $2.3 million in 2025 compared to 2024.
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Other (income) expense: For the Years Ended December 31, 2024 2023 $ Change % Change Interest income, net $ (115 ) $ (109 ) $ (6 ) 5.5 % Other expense, net 27 9 18 200.0 Total other income, net $ (88 ) $ (100 ) $ 12 (12.0 )% Other expenses for 2024 and 2023 consists primarily of unfavorable foreign currency transaction remeasurement adjustments.
Added
Other Income (Expense) Employee retention credit refund. On March 27, 2020, the CARES Act was signed into law providing an ERC, which is a refundable tax credit against certain employment taxes on qualified wages. We applied for ERC refunds in 2023, totaling $2.8 million. During the twelve months ended December 31, 2025, we received ERC refunds of $2.0 million.
Removed
We believe that our existing cash and cash equivalents balance will be sufficient to meet our working capital requirements for at least the next 12 months.
Added
Other expense and income includes commissions associated with ERC refund, realized foreign exchange gains or losses, state franchise tax expense, and other income. Provision for Income Taxes Provision for income taxes consists of federal and state income taxes.
Removed
Additionally, we received $0.3 million from the proceeds of common stock issuances under the ESPP and equity option exercises. These proceeds were partially offset by $0.1 million tax payments for net share settlement of restricted stock units.
Added
The decrease was primarily due to lower employee and engineering project development expenses.
Removed
The Company is entitled to base rent abatement beginning on January 1, 2025 through October 31, 2025. Since an implicit rate of the lease was not available and having limited comparative information, the Company engage a valuation specialist to develop a methodology to estimate the incremental borrowing rate (IBR) to calculate the present value of future lease payments.
Added
Other income (expense): For the Years Ended December 31, 2025 2024 $ Change % Change Employee retention credit refund $ 1,989 $ — $ 1,989 100.0 % Interest income, net 351 115 236 205 % Other (expense), net (210 ) (27 ) (183 ) 678 % Total other income, net $ 2,130 $ 88 $ 2,042 2320.5 % Other income, net for 2025 increased $2.0 million compared to 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUAN TITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 47
Biggest changeITEM 7A. QUAN TITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 49

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