Airgain Inc 10-Q for FY2026 Q3
Airgain Inc (AIRG)
About this 10-Q
Airgain Inc filed this 10-Q on November 10, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $15.32M
- up 9.3% from $14.02M a year earlier
- Net loss
- $583K
- compared with a net loss of $964K a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
OR
FOR THE TRANSITION PERIOD FROM TO
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Address of Principal Executive Offices) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
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As of November 3, 2026, the registrant had
AIRGAIN, INC.
Form 10-Q
For the Quarter Ended September 30, 2026
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PART I. FINANCIAL INFORMATION |
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Item 1. Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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PART II. OTHER INFORMATION |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Airgain, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except par value)
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September 30, 2026 |
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December 31, 2025 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade accounts receivable, net |
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Inventories |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued compensation |
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Accrued liabilities and other |
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Short-term lease liabilities |
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Total current liabilities |
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Deferred tax liability |
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Long-term lease liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Common stock and additional paid-in capital, par value $ |
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Treasury stock, at cost: |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Airgain, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
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Three months ended September 30, |
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Nine months ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Sales |
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$ |
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$ |
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$ |
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$ |
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Cost of goods sold |
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Gross profit |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Gain on business acquisition |
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Employee retention credit refund |
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Interest income, net |
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Other expense, net |
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Total other (expense) income, net |
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Loss before income taxes |
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( |
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Income tax (benefit) expense |
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Net loss |
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$ |
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$ |
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$ |
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$ |
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Net loss per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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Weighted average shares used in calculating loss per share: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Airgain, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)
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Three months ended September 30, |
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Nine months ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive loss: |
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Foreign currency translation adjustment |
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( |
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( |
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Comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Airgain, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
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Fiscal Quarters Ended September 30, 2026 |
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Common Stock And Additional Paid-In Capital |
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Treasury Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Accumulated Other Comprehensive (Loss) Income |
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Accumulated |
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Total |
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Balance at December 31, 2025 |
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$ |
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( |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Common stock issued through restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock issued under ESPP |
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— |
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— |
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— |
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— |
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Common stock issued through stock options |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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Common stock issued in connection with at-the-market offerings, net |
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— |
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— |
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— |
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— |
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Balance at March 31, 2026 |
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$ |
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( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Common stock issued through restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock issued under ESPP |
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— |
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— |
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— |
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— |
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— |
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Common stock issued through stock options |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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— |
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Common stock issued in connection with at-the-market offerings, net |
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— |
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— |
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— |
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— |
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Balance at June 30, 2026 |
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$ |
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( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Common stock issued through restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock issued under ESPP |
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— |
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— |
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— |
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— |
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Common stock issued through stock options |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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— |
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Common stock issued in connection with at-the-market offerings, net |
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— |
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— |
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— |
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— |
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Balance at September 30, 2026 |
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$ |
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( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
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Fiscal Quarters Ended September 30, 2025 |
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Common Stock And Additional Paid-In Capital |
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Treasury Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Accumulated Other Comprehensive (Loss) Income |
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Accumulated |
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Total |
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Balance at December 31, 2024 |
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$ |
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( |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Common stock issued through restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock withheld related to net share settlement of equity awards |
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( |
) |
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( |
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— |
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— |
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— |
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— |
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( |
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Common stock issued under ESPP |
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— |
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— |
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— |
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— |
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Common stock issued through stock options |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2025 |
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$ |
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( |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net loss |
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( |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Common stock issued through restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock issued through stock options |
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— |
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— |
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— |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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Balance at June 30, 2025 |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Common stock issued through restricted stock awards |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Common stock issued under ESPP |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Foreign currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Airgain, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Loss on disposal of property and equipment |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Gain on business acquisition |
|
|
( |
) |
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
||
Deferred tax liability |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Trade accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
( |
) |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued compensation |
|
|
( |
) |
|
|
( |
) |
Accrued liabilities and other |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of intellectual property |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from at-the-market common stock offering, net of offering costs |
|
|
|
|
|
|
||
Payments for withholding taxes related to net share settlement of equity awards |
|
|
|
|
|
( |
) |
|
Proceeds from employee stock purchase and option exercises |
|
|
|
|
|
|
||
Net cash provided by financing activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents, and restricted cash; beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash; end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Operating lease liabilities resulting from right-of-use assets |
|
$ |
|
|
$ |
|
||
Derecognition of right-of-use assets and lease liabilities due to lease termination |
|
$ |
|
|
$ |
|
||
Accrual of property and equipment |
|
$ |
|
|
$ |
|
||
Cash, cash equivalents, and restricted cash: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash included in other assets |
|
$ |
|
|
$ |
|
||
Total cash, cash equivalents, and restricted cash |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Airgain, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Description of Business and Basis of Presentation
Description of Business
Airgain, Inc. was incorporated in the State of California on March 20, 1995; and reincorporated in the State of Delaware on August 17, 2016. Airgain, Inc. together with its subsidiaries are herein referred to as the “Company,” “we,” or “our.” 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. Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Interim financial results are not necessarily indicative of results anticipated for the full year. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, from which the balance sheet information herein was derived. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and investments have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Note 2. Summary of Significant Accounting Policies
During the nine months ended September 30, 2026, there have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except for the following:
Business Combinations
The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as the contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these
9
uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position.
Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient that allows all entities to assume that conditions at the balance-sheet date will remain unchanged for an asset’s remaining life when estimating credit losses on current accounts receivable and current contract assets arising from transactions under ASC 606. Entities electing this expedient will therefore adjust historical loss experience only to reflect current conditions, without the need to incorporate forward‑looking forecasts. The Company adopted the amendments in this update prospectively in January 2026. The impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, "Expense Disaggregation Disclosures (Subtopic 220-40)." The ASU requires public entities to disaggregate, in a tabular presentation, certain relevant income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization in commonly presented expense captions such as cost of sales, selling, general and administrative expense, and research and development. The guidance is effective for all public business entities in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied on a prospective or retrospective basis. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03. The Company is evaluating the impact these ASUs will have on its disclosures.
In September, 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update require an entity to begin capitalizing internal-use software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. These amendments are effective for the Company for annual and interim periods in 2028, applied either prospectively, retrospectively, or by a modified approach, with early adoption permitted. As the Company does not currently have a material amount of software developed for internal use, the impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.
In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements", which updates and clarifies certain interim reporting requirements in Accounting Standards Codification (ASC) 270, including interim disclosure guidance and the reporting of material events and changes occurring after the most recent annual reporting period. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-12, "Codification Improvements", which amends various topics in the FASB ASC to correct technical errors, clarify guidance, and make other narrow-scope improvements to generally accepted accounting principles. The amendments in ASU 2025-12 address multiple areas of the Codification and are not expected to materially change current accounting practices. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
Note 3. Net Loss Per Share
Basic net loss per share is calculated by dividing net loss available to common stockholders by the weighted average shares of common stock outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding for the period plus amounts representing the dilutive effect of securities that are convertible into common stock. The Company calculates diluted loss per common share using the treasury stock method.
The following table presents the computation of net loss per share (in thousands except per share data):
10
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Potentially dilutive securities (in common stock equivalent shares) not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in thousands):
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Stock options, restricted stock and performance stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock equivalent shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Note 4. Cash and Cash Equivalents
The following tables show the Company’s cash and cash equivalents by significant investment category (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Cash |
|
$ |
|
|
$ |
|
||
Level 1: |
|
|
|
|
|
|
||
Money market funds |
|
|
|
|
|
|
||
Total cash and cash equivalents |
|
$ |
|
|
$ |
|
||
At September 30, 2026, the fair value of the money market funds approximated its carrying amounts.
Restricted Cash
As of September 30, 2026 and December 31, 2025, the Company had $
The Company’s cash deposits exceeded the Federal Deposit Insurance Corporation’s insured limits. The Company has not experienced losses on these accounts. Most of the Company's cash deposits are held in multiple accounts at a large institutional bank.
Note 5. Inventories
Inventories are comprised of the following (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Finished goods |
|
$ |
|
|
$ |
|
||
Raw materials |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
11
Consigned inventories, which are included in total inventories, are comprised of the following (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Finished goods |
|
$ |
|
|
$ |
|
||
Raw materials |
|
|
|
|
|
|
||
Total consigned inventories |
|
$ |
|
|
$ |
|
||
Note 6. Property and Equipment
Depreciation and amortization of property and equipment is calculated on the straight-line method based on the shorter of the estimated useful life or the term of the lease for tenant improvements and three to ten years for all other property and equipment. Property and equipment consist of the following (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Manufacturing and testing equipment |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Computers and software |
|
|
|
|
|
|
||
Furniture, fixtures and equipment |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Software development – internal use |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Property and equipment, gross |
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense was $
Note 7. Intangible Assets and Goodwill
Other Intangible Assets
The following is a summary of the Company’s acquired other intangible assets (dollars in thousands):
|
|
September 30, 2026 |
|
|||||||||||
|
|
Weighted average amortization period (in years) |
|
Gross carrying amount |
|
|
Accumulated amortization |
|
|
Net carrying amount |
|
|||
Market related intangibles |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Developed technologies |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Covenants to non-compete |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Licensed technology |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total intangible assets, net |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
12
|
|
December 31, 2025 |
|
|||||||||||
|
|
Weighted average amortization period (in years) |
|
Gross carrying amount |
|
|
Accumulated amortization |
|
|
Net carrying amount |
|
|||
Market related intangibles |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Developed technologies |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Covenants to non-compete |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Licensed technology |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total intangible assets, net |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Amortization expense was $
As of September 30, 2026, estimated future amortization expense related to intangible assets were as follows (in thousands):
|
|
Estimated future amortization |
|
|
2026 (remaining three months) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
Goodwill
There were
Note 8. Accrued Liabilities and Other
Accrued liabilities and other are comprised of the following (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Accrued expenses |
|
$ |
|
|
$ |
|
||
Customer deposit |
|
|
|
|
|
|
||
Accrued income taxes |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Goods received not invoiced |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Accrued liabilities and other |
|
$ |
|
|
$ |
|
||
Note 9. Business Acquisition
On
No cash, equity, or other consideration was transferred in connection with the acquisition, and the transaction represents a non-cash business combination.
13
Assets Acquired
The following table summarizes the fair value of identifiable intangible assets acquired as of the acquisition date (in thousands):
Category |
Estimated life |
Fair value |
|
|
Finite-lived intangible assets |
|
|
|
|
Customer relationships |
$ |
|
||
Developed technology |
|
|
||
Market related intangibles |
|
|
||
Total identifiable intangible assets acquired |
|
$ |
|
|
The Company did not assume any liabilities in connection with the acquisition.
The fair values of identifiable intangible assets were determined using commonly accepted valuation methodologies, including the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technology and trade names.
The following table represents the preliminary purchase price allocation recorded in the Company's unaudited condensed consolidated balance sheet as of the acquisition date (in thousands):
|
Amount |
|
|
Fair value of consideration transferred |
$ |
|
|
Less: Fair value of identifiable net assets acquired |
|
( |
) |
Gain on bargain purchase |
$ |
|
|
As the fair value of the net assets acquired exceeds the fair value of the consideration transferred (zero consideration transferred), the Company recognized a gain on bargain purchase of $
The Company did
From the acquisition date through September 30, 2026, the acquired business did
The acquisition has been recorded using provisional amounts, as the purchase price allocation is incomplete. The Company expects to finalize the acquisition accounting during the measurement period, and any resulting adjustments will be recorded retrospectively.
Note 10. Income Taxes
The Company’s effective income tax rate was -
Management assesses its deferred tax assets quarterly to determine whether all or any portion of the asset is more likely than not unrealizable under Accounting Standards Codification (ASC) Topic 740. The Company is required to establish a valuation allowance for any portion of the asset that management concludes is more likely than not to be unrealizable. 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. The Company’s assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carryback years, the scheduled reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income in making this assessment.
As of December 31, 2025, the Company had a valuation allowance against net deferred tax assets of $
14
Note 11. Stockholders’ Equity
At-the-Market Offering
In May 2025, the Company established an at-the-market offering program (2025 ATM Program) to sell up to $
During the three months ended September 30, 2026, the Company issued
The Company recorded the 2025 ATM Program gross sales proceeds and offering costs in additional paid-in capital of the consolidated balance sheet.
|
|
Three Months Ended September 30, 2026 |
|
|
Nine Months Ended September 30, 2026 |
|
||
Shares issued |
|
|
|
|
|
|
||
Gross proceeds |
|
$ |
|
|
$ |
|
||
Net proceeds after offering costs |
|
$ |
|
|
$ |
|
||
Note 12. Stock-Based Compensation
Stock-Based Compensation Expense
Stock-based compensation expense is recorded in the consolidated statements of operations as follows (in thousands):
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of goods sold |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock Options
The following table summarizes the outstanding stock option activity during the period indicated (shares in thousands):
|
|
|
|
|
Weighted average |
|
|
|
|||||||
|
|
Number of |
|
|
Exercise |
|
|
Remaining contractual term (in years) |
|
Aggregate intrinsic value (in thousands) |
|
||||
Balance at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
$ |
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|||
Expired/Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|||
Balance at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested and exercisable at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
$ |
|
||||
Vested and expected to vest at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
$ |
|
||||
15
The weighted average grant-date fair value of options granted during the nine months ended September 30, 2026 was $
As of September 30, 2026, there was $
Restricted Stock
The following table summarizes the Company’s restricted stock unit (RSU) activity during the period indicated (shares in thousands):
|
|
Restricted |
|
|
Weighted average grant date fair value |
|
||
Balance at December 31, 2025 |
|
|
|
|
$ |
|
||
Grants |
|
|
|
|
$ |
|
||
Vested and released |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Balance at September 30, 2026 |
|
|
|
|
$ |
|
||
As of September 30, 2026, there was $
Employee Stock Purchase Plan (ESPP)
During the three months ended September 30, 2026, the Company received $
Note 13. Commitments and Contingencies
Potential Product Warranty Claims
The Company had a general warranty accrual of less than $
Indemnification
In some agreements to which the Company is a party, the Company has agreed to indemnify the other party for certain matters, including, but not limited to product liability and intellectual property. To date, we have not recorded any material liabilities in the accompanying consolidated financial statements.
Note 14. Concentrations
Concentration of Sales and Accounts Receivable
The following represents customers that accounted for
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Customer A |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Customer B |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Customer C |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Customer D |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
16
The following represents customers that accounted for
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Customer A |
|
|
% |
|
|
% |
||
Customer B |
|
|
% |
|
|
% |
||
Customer C |
|
|
% |
|
|
% |
||
Customer D |
|
|
% |
|
|
|
||
The allowance for credit losses was $
Note 15. Revenue
Disaggregated revenues are as follows (in thousands):
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
By Market Group: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Enterprise |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
By Geography: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
North America |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
China (including Hong Kong and Taiwan) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rest of the world |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Timing of revenue recognition: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products and services transferred at a point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Products and services transferred over time |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract liabilities are deferred revenues that were recorded when advance payments were received for remaining performance obligations that are recognized over time. The contract liabilities were $
The Company has recorded sales return reserves based on analysis of historical return trends. As of September 30, 2026 and December 31, 2025, the Company had $
We have stock rotation return rights arrangements with certain customers to return a limited percentage of product. Estimated allowances for stock rotation were $
17
Note 16. Segment Information
Due to similarities of its products, methods of production and its management and administrative structure, the Company operates as a operating and reportable segment.
The following table presents segment revenue, gross profit, net loss and certain operating financial results of the Company’s single operating segment for the periods presented, as viewed by the Chief Operating Decision Maker (in thousands):
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Sales |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
||||
Other cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Less research and development: |
|
|
|
|
|
|
|
|
|
|
|
||||
Other research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and exit costs |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
||||
Total research and development |
|
|
|
|
|
|
|
|
|
|
|
||||
Less sales and marketing: |
|
|
|
|
|
|
|
|
|
|
|
||||
Other sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and exit costs |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
||||
Total sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
||||
Less general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
||||
Other general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition and integration costs |
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and exit costs |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
||||
Total general and administrative |
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Employee retention credit refund |
|
|
|
|
|
|
|
|
|
|
|
||||
Employee retention credit -process costs |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest income, net |
|
|
|
|
|
|
|
|
|
|
|
||||
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment expenses (1) |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Loss before income taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax (benefit) expense |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
(1)
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis and the interim unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025. References to “Airgain, Inc.,” “Airgain,” the “Company,” “we,” “our” and “us” include Airgain, Inc. and our wholly owned subsidiaries.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical fact contained in this quarterly report, including statements regarding our future operating results, financial position and cash flows, our business strategy and plans, and our objectives for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this quarterly report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, “Risk Factors.” The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Overview
Airgain 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. Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer. While we have historically focused on high-performance radio frequency (RF) components, we are 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. 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 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 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.
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 NimbeLink cellular
19
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. Our Lighthouse platform in the enterprise market is a carrier‑grade, high‑power 5G smart repeater designed to extend coverage and offload capacity for MNO and system integrators. 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 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, Global Navigation Satellite System (GNSS), and Bluetooth. Fleet and aftermarket products in the automotive market typically consist of applications where vehicular wireless routers are paired with external antenna systems to provide connectivity to mobile assets. 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. 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. 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. On February 20, 2026, we acquired substantially all of the assets of the high-power user equipment (HPUE) product business from Nextivity. HPUE revenues are included in the automotive market.
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. These consumer products support a variety of technologies, products and services, including 4G/LTE, 5G, Wi-Fi, Bluetooth, LPWAN and GNSS.
Macroeconomic Conditions
Macroeconomic conditions have continued to create supply chain constraints in certain markets. Our sales increased by 9.3% compared with same period last year, as we experienced a stronger demand for our enterprise IoT embedded modems and custom product sales, partially offset by lower consumer market sales. While we are experiencing demand growth, we anticipate memory-driven supply shortages to constrain our consumer market. We remain focused on the execution and commercialization of our strategic product initiatives, specifically design wins and revenue ramps of our AirgainConnect and Lighthouse platforms, which lay the foundation for our pursuit of revenue and profitability growth.
Business Acquisition
As discussed above, on February 20, 2026, we acquired substantially all of the assets of the HPUE product business from Nextivity. The acquisition expands our product portfolio and is expected to provide synergies with our existing operations.
No cash, equity, or other consideration was transferred in connection with the acquisition, and the transaction represents a non-cash business combination under the acquisition method of accounting, resulting in a non-recurring gain on business acquisition recorded in other income of condensed consolidated statements of operations.
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 tariffs 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.
Our performance and future success also depend on factors such as continued investments in our growth, our ability to expand into growing addressable markets, including enterprise, automotive, and consumer, our ability to develop, market and sell advanced systems solutions that meet our customers’ requirements, the average selling prices of our products and solutions, and manufacturing costs. Our customers are price conscious, and our operating results are affected by pricing pressure which may force us to lower prices below our established list prices. Our ability to maintain or increase our sales depends on, among other things:
20
In addition, inflation generally affects us by increasing our raw material and employee-related costs and other expenses. 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, tariffs and trade policies, 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 the nine months ended September 30, 2026.
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 this quarterly report on Form 10-Q and in Item 1A of our Annual Report on Form 10-K.
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. 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.
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. We generally recognize product sales at the time of shipment to our customers, provided that all other revenue recognition criteria have been met. We also generate service revenue from agreements to provide design, engineering, and testing services as well as subscription revenue from the sale of data plans.
Cost of Goods Sold
The cost of goods sold reflects the cost of producing antenna, embedded modem and system solutions products that are shipped to our customers as well as costs incurred for service agreements. This primarily includes manufacturing costs of our products payable to our third-party contract manufacturers. The cost of goods sold that we generate from services and subscription revenues primarily includes personnel costs and the cost to maintain data lines.
Operating Expenses
Our operating expenses are classified into three categories: research and development, sales and marketing, general and administrative. The largest component of expense is personnel costs, which include salaries, employee benefit costs, bonuses, and stock-based compensation. Operating expenses also include allocated overhead costs for depreciation of equipment, facilities and information technology. Allocated costs for facilities consist of amortization of leasehold improvements as well as rent and utility expenses and taxes. Operating expenses are generally recognized as incurred.
Research and Development. Research and development expenses primarily consist of personnel and project development costs. These expenses include work related to design, development and testing of system solutions and components. These expenses include salaries, stock-based compensation, benefits, bonuses, project development and testing, prototype material, consulting, travel, and similar costs, and depreciation and allocated costs for certain facilities. We expect research and development expenses to increase in absolute dollars in future periods as we continue to invest in the development of advanced system solutions, although our research and development expenses may fluctuate as a percentage of total sales.
Sales and Marketing. Sales and marketing expenses primarily consist of personnel and facility-related costs for our sales, marketing, and business development personnel, stock-based compensation and bonuses earned by our sales personnel, and commissions earned by our third-party sales representative firms. Sales and marketing expenses also include the costs of trade shows, advertising, marketing programs, promotional materials, demonstration equipment, travel, and allocated costs for certain facilities. We expect sales and marketing expenses to increase in absolute dollars in future
21
periods as we continue to market and sell our advanced system solutions globally, although our sales and marketing expenses may fluctuate as a percentage of total sales.
General and Administrative. General and administrative expenses primarily consist of personnel and facility related costs for our executives, legal, human resources, 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.
Other Income (Expense)
Gain on business acquisition. Gain on business acquisition represents the excess of the fair value of net assets acquired over the consideration transferred in connection with our acquisition of the HPUE business from Nextivity in February 2026. No consideration was transferred in the transaction, resulting in a non-recurring gain recorded in other income.
Employee retention credit refund. On March 27, 2020, the CARES Act was signed into law, providing an employee retention credit ("ERC"), a refundable tax credit against certain employment taxes on qualified wages. In 2023, we applied for ERC refunds totaling $2.8 million. As of December 31, 2025, we had received an aggregate of $2.0 million in ERC refunds. We did not receive any additional ERC refunds during the three and nine months ended September 30, 2026.
Interest Income, net. Interest income generally consists of interest earned on cash and cash equivalents and ERC-related interest, offset by interest expense consisting of interest charges on credit card balances and certain vendor bills.
Other Income and Expense. Other income and expense includes gains or losses on disposal of property and equipment, realized foreign exchange gains or losses, state franchise taxes and penalties.
Provision for Income Taxes
Provision for income taxes consists of federal, state and foreign 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. 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. It is difficult for us to project future taxable income as the timing and size of sales of our products are variable. 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.
22
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.
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Statements of Operations Data (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales |
|
$ |
15,324 |
|
|
$ |
14,018 |
|
|
$ |
40,533 |
|
|
$ |
39,654 |
|
Cost of goods sold |
|
|
8,913 |
|
|
|
7,907 |
|
|
|
23,360 |
|
|
|
22,544 |
|
Gross profit |
|
|
6,411 |
|
|
|
6,111 |
|
|
|
17,173 |
|
|
|
17,110 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
2,119 |
|
|
|
2,141 |
|
|
|
7,249 |
|
|
|
7,192 |
|
Sales and marketing |
|
|
2,112 |
|
|
|
2,144 |
|
|
|
6,564 |
|
|
|
7,027 |
|
General and administrative |
|
|
2,636 |
|
|
|
2,793 |
|
|
|
7,614 |
|
|
|
8,954 |
|
Total operating expenses |
|
|
6,867 |
|
|
|
7,078 |
|
|
|
21,427 |
|
|
|
23,173 |
|
Loss from operations |
|
|
(456 |
) |
|
|
(967 |
) |
|
|
(4,254 |
) |
|
|
(6,063 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on business acquisition |
|
|
— |
|
|
|
— |
|
|
|
340 |
|
|
|
— |
|
Employee retention credit refund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,989 |
|
Interest income, net |
|
|
13 |
|
|
|
13 |
|
|
|
45 |
|
|
|
334 |
|
Other expense, net |
|
|
(155 |
) |
|
|
— |
|
|
|
(288 |
) |
|
|
(197 |
) |
Loss before income taxes |
|
|
(598 |
) |
|
|
(954 |
) |
|
|
(4,157 |
) |
|
|
(3,937 |
) |
Income tax (benefit) expense |
|
|
(15 |
) |
|
|
10 |
|
|
|
29 |
|
|
|
48 |
|
Net loss |
|
$ |
(583 |
) |
|
$ |
(964 |
) |
|
$ |
(4,186 |
) |
|
$ |
(3,985 |
) |
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Statements of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of goods sold |
|
|
58.2 |
|
|
|
56.4 |
|
|
|
57.6 |
|
|
|
56.9 |
|
Gross profit |
|
|
41.8 |
|
|
|
43.6 |
|
|
|
42.4 |
|
|
|
43.1 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
13.8 |
|
|
|
15.3 |
|
|
|
17.9 |
|
|
|
18.1 |
|
Sales and marketing |
|
|
13.8 |
|
|
|
15.3 |
|
|
|
16.2 |
|
|
|
17.7 |
|
General and administrative |
|
|
17.2 |
|
|
|
19.9 |
|
|
|
18.8 |
|
|
|
22.6 |
|
Total operating expenses |
|
|
44.8 |
|
|
|
50.5 |
|
|
|
52.9 |
|
|
|
58.4 |
|
Loss from operations |
|
|
(3.0 |
) |
|
|
(6.9 |
) |
|
|
(10.5 |
) |
|
|
(15.3 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on business acquisition |
|
|
— |
|
|
|
— |
|
|
|
0.8 |
|
|
|
— |
|
Employee retention credit refund |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5.0 |
|
Interest income, net |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.8 |
|
Other expense, net |
|
|
(1.0 |
) |
|
|
— |
|
|
|
(0.6 |
) |
|
|
(0.5 |
) |
Loss before income taxes |
|
|
(3.9 |
) |
|
|
(6.8 |
) |
|
|
(10.2 |
) |
|
|
(9.9 |
) |
Income tax (benefit) expense |
|
|
(0.1 |
) |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Net loss |
|
|
(3.8 |
)% |
|
|
(6.9 |
)% |
|
|
(10.3 |
)% |
|
|
(10.0 |
)% |
23
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025 (dollars in thousands)
Sales
|
|
Three months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Sales |
|
$ |
15,324 |
|
|
$ |
14,018 |
|
|
$ |
1,306 |
|
|
|
9.3 |
% |
|
|
Nine months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Sales |
|
$ |
40,533 |
|
|
$ |
39,654 |
|
|
$ |
879 |
|
|
|
2.2 |
% |
Sales for the three months ended September 30, 2026 increased $1.3 million or 9.3% compared to the same period in the prior year. Enterprise market sales increased $3.1 million compared to the same period in the prior year, driven by higher IoT embedded modem and custom product shipments. Automotive market sales increased $0.4 million compared to the same period in the prior year, primarily due to higher vehicle gateway shipments. Consumer market sales decreased $2.2 million for the three months ended September 30, 2026 compared to the same period in the prior year, due to lower antenna shipments to cable and mobile network operators.
Sales for the nine months ended September 30, 2026 increased $0.9 million or 2.2% compared to the same period in the prior year. Enterprise market sales increased by $3.3 million for the nine months ended September 30, 2026 during the same period in the prior year, driven by IoT embedded modem and custom product sales, partially offset by lower enterprise antenna sales. Automotive sales increased by $0.5 million driven by higher vehicle gateway sales, partially offset by lower aftermarket antenna sales. Consumer market sales decreased by $2.9 million for the nine months ended September 30, 2026 compared to the same period in the prior year, primarily due to lower antenna shipments to cable and mobile network operators.
Cost of Goods Sold
|
|
Three months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cost of goods sold |
|
$ |
8,913 |
|
|
$ |
7,907 |
|
|
$ |
1,006 |
|
|
|
12.7 |
% |
|
|
Nine months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cost of goods sold |
|
$ |
23,360 |
|
|
$ |
22,544 |
|
|
$ |
816 |
|
|
|
3.6 |
% |
Cost of goods sold for the three months ended September 30, 2026 increased $1.0 million or 12.7% compared to the same period in the prior year. The increase was primarily due to higher sales.
Cost of goods sold for the nine months ended September 30, 2026 increased by $0.8 million or 3.6% compared to the same period in the prior year. The increase was primarily due to higher sales.
Gross Profit
|
|
Three months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Gross profit |
|
$ |
6,411 |
|
|
$ |
6,111 |
|
|
$ |
300 |
|
|
|
4.9 |
% |
Gross profit (percentage of sales) |
|
|
41.8 |
% |
|
|
43.6 |
% |
|
|
|
|
|
(1.8 |
)% |
|
|
|
Nine months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Gross profit |
|
$ |
17,173 |
|
|
$ |
17,110 |
|
|
$ |
63 |
|
|
|
0.4 |
% |
Gross profit (percentage of sales) |
|
|
42.4 |
% |
|
|
43.1 |
% |
|
|
|
|
|
(0.7 |
)% |
|
24
Gross profit for the three months ended September 30, 2026 increased $0.3 million or 4.9%, compared to the same period in the prior year, driven by higher sales. Gross profit as a percentage of sales for the three months ended September 30, 2026 decreased by 180 basis points compared to the same period in the prior year, primarily due to lower enterprise product margins.
Gross profit for the nine months ended September 30, 2026 increased by $0.1 million or 0.4%, compared to the same period in the prior year, driven by higher sales. Gross profit as a percentage of sales for the nine months ended September 30, 2026 decreased by 70 basis points compared to the same period in the prior year.
Operating Expenses
|
|
Three months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Research and development |
|
$ |
2,119 |
|
|
$ |
2,141 |
|
|
$ |
(22 |
) |
|
|
(1.0 |
)% |
Sales and marketing |
|
|
2,112 |
|
|
|
2,144 |
|
|
|
(32 |
) |
|
|
(1.5 |
)% |
General and administrative |
|
|
2,636 |
|
|
|
2,793 |
|
|
|
(157 |
) |
|
|
(5.6 |
)% |
Total operating expenses |
|
$ |
6,867 |
|
|
$ |
7,078 |
|
|
$ |
(211 |
) |
|
|
(3.0 |
)% |
|
|
Nine months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Research and development |
|
$ |
7,249 |
|
|
$ |
7,192 |
|
|
$ |
57 |
|
|
|
0.8 |
% |
Sales and marketing |
|
|
6,564 |
|
|
|
7,027 |
|
|
|
(463 |
) |
|
|
(6.6 |
)% |
General and administrative |
|
|
7,614 |
|
|
|
8,954 |
|
|
|
(1,340 |
) |
|
|
(15.0 |
)% |
Total operating expenses |
|
$ |
21,427 |
|
|
$ |
23,173 |
|
|
$ |
(1,746 |
) |
|
|
(7.5 |
)% |
Operating expenses for the three months ended September 30, 2026 decreased $0.2 million or 3.0% compared to the same period in the prior year. The decrease was primarily due to lower amortization of intangible assets, partially offset by higher personnel expenses.
Operating expenses for the nine months ended September 30, 2026 decreased by $1.7 million or 7.5% compared to the same period in the prior year. The decrease was primarily due to lower amortization of intangible assets and lower personnel expenses.
Other Income (Expense)
|
|
Three months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Interest income, net |
|
$ |
13 |
|
|
$ |
13 |
|
|
|
— |
|
|
|
— |
|
Other expense, net |
|
|
(155 |
) |
|
|
— |
|
|
|
(155 |
) |
|
|
(100.0 |
)% |
Total other (expense) income, net |
|
$ |
(142 |
) |
|
$ |
13 |
|
|
$ |
(155 |
) |
|
|
(1192.3 |
)% |
|
|
Nine months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Gain on business acquisition |
|
$ |
340 |
|
|
$ |
— |
|
|
$ |
340 |
|
|
|
100.0 |
% |
Employee retention credit refund |
|
|
— |
|
|
|
1,989 |
|
|
|
(1,989 |
) |
|
|
(100.0 |
)% |
Interest income, net |
|
|
45 |
|
|
|
334 |
|
|
|
(289 |
) |
|
|
(86.5 |
)% |
Other expense, net |
|
|
(288 |
) |
|
|
(197 |
) |
|
|
(91 |
) |
|
|
46.2 |
% |
Total other (expense) income, net |
|
$ |
97 |
|
|
$ |
2,126 |
|
|
$ |
(2,029 |
) |
|
|
(95.4 |
)% |
Total other income (expense), net for the three months ended September 30, 2026 was $142 thousand expense, compared with $13.0 thousand in income for the same period in prior year. The decrease was primarily due to a loss on the disposal of fixed assets recorded in the current period.
Total other income (expense), net for the nine months ended September 30, 2026 decreased $2.0 million compared to the same period in the prior year. The decrease was primarily due to our receipt of $1.9 million in ERC refunds and $0.3
25
million in interest earnings under the CARES Act that were not repeated in the current period, partially offset by a $0.3 million gain on a business acquisition recorded in 2026.
Income Tax (Benefit) Expense
|
|
Three months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Income tax (benefit) expense |
|
$ |
(15 |
) |
|
$ |
10 |
|
|
$ |
(25 |
) |
|
|
(250.0 |
)% |
|
|
Nine months ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Income tax (benefit) expense |
|
$ |
29 |
|
|
$ |
48 |
|
|
$ |
(19 |
) |
|
|
(39.6 |
)% |
Income tax benefit for the three months ended September 30, 2026 was $15 thousand compared to an income tax expense of $10 thousand in the same period of the prior year, primarily due to a change in the estimated annual effective tax rate resulting from updates to forecasted full-year pre-tax results.
Income tax expense for the nine months ended September 30, 2026 decreased $19 thousand or (39.6)% compared to the same period in the prior year, primarily due to lower foreign income tax expense resulting from reduced activity of the Company’s U.K. branch prior to its wind-down as of September 30, 2026.
Liquidity and Capital Resources
We had cash and cash equivalents of $7.7 million at September 30, 2026. During the period from 2013 through 2025, we incurred several years of net losses. As a result, we have an accumulated deficit of $97.8 million as of September 30, 2026.
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 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.
The following table presents a summary of our cash flow activity for the periods set forth below (in thousands):
|
|
Nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(2,698 |
) |
|
$ |
(1,307 |
) |
Net cash used in investing activities |
|
|
(205 |
) |
|
|
(288 |
) |
Net cash provided by financing activities |
|
|
3,239 |
|
|
|
184 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
16 |
|
|
|
(8 |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
$ |
352 |
|
|
$ |
(1,419 |
) |
Net cash used in operating activities. Net cash used in operating activities was $2.7 million for the nine months ended September 30, 2026. This was primarily driven by a net loss of $4.2 million and a $1.7 million net change in operating assets and liabilities, partially offset by $3.2 million in non-cash adjustments.
Net cash used in investing activities. Net cash used in investing activities was $0.2 million for the nine months ended September 30, 2026, primarily for purchases of property and equipment.
Net cash provided by financing activities. Net cash provided by financing activities was $3.2 million for the nine months ended September 30, 2026, primarily from $1.8 million of net proceeds from the issuance of 369,332 shares of common stock under our at-the-market offering program (2025 ATM Program), and $1.4 million of proceeds from option exercises and ESPP purchases.
At-the-Market Sales Agreement
In May 2025, we established the 2025 ATM Program, to sell at our option up to $5.0 million of our common stock, pursuant to an amended and restated sales agreement (the Sales Agreement) with Craig-Hallum Capital Group LLC
26
(Craig-Hallum) as sales agent or principal. During the three months ended September 30, 2026, we issued 56,193 shares of common stock under the 2025 ATM Program for net proceeds of $0.2 million after deducting commissions and other costs associated with the offering. As of September 30, 2026, we had $2.6 million available under the 2025 ATM Program for future sales of our common stock.
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. No assurance can be given that we will sell any additional shares of common stock under the 2025 ATM Program, 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.
Liquidity and Capital Resources Assessment
As of September 30, 2026, management evaluated 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. Based on the analysis of the relevant conditions and events that are known and reasonably known as of September 30, 2026, 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.
The relevant conditions and events that are known and reasonably known as of November 10, 2026 related to the Company have not significantly changed since September 30, 2026. Therefore, the expected 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the nine months ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
27
PART II. OTHER INFORMATION
ITEM 1. 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. Regardless 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 1A. RISK FACTORS
A description of the risk factors associated with our business is included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to such risk factors. In evaluating our business, you should carefully consider the risk factors discussed in our Annual Report on Form 10-K. The occurrence of any of such risks, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements:
Rule 10b5-1 Trading Plans
From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).
During the three months ended September 30, 2026, no director or officer
28
ITEM 6. EXHIBITS
EXHIBIT INDEX |
||||||||||
|
|
|
|
Incorporated by Reference |
|
|
||||
Exhibit Number |
|
Exhibit Description |
|
Form |
|
Date |
|
Exhibit Number |
|
Filed Herewith |
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
|
8-K |
|
08/17/2016 |
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2 |
|
Amended and Restated Bylaws, effective as of February 1, 2023 |
|
8-K |
|
02/06/2023 |
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3.1 |
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4.1 |
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Specimen stock certificate evidencing the shares of common stock |
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S-1 |
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07/29/2016 |
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4.1 |
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31.1 |
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X |
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31.2 |
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X |
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32.1* |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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X |
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32.2* |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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X |
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101.INS |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AIRGAIN, INC. |
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Date: November 10, 2026 |
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/s/ Jacob Suen |
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Jacob Suen President and Chief Executive Officer (principal executive officer) |
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Date: November 10, 2026 |
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/s/ Michael Elbaz |
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Michael Elbaz Chief Financial Officer and Secretary (principal financial and accounting officer) |
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30
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jacob Suen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Airgain, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2026 |
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/s/ Jacob Suen |
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Jacob Suen |
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President and Chief Executive Officer |
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(principal executive officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Elbaz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Airgain, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2026 |
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/s/ Michael Elbaz |
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Michael Elbaz |
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Chief Financial Officer and Secretary |
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(principal financial officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Airgain, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jacob Suen, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 10, 2026 |
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/s/ Jacob Suen |
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Jacob Suen |
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President and Chief Executive Officer |
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(principal executive officer) |
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The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Airgain, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Elbaz, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 10, 2026 |
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/s/ Michael Elbaz |
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Michael Elbaz |
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Chief Financial Officer and Secretary |
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(principal financial officer) |
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The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.