Cambium Networks Corp
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
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Item 16. Form 10-K Summary
None.
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 1.1 | Underwriting Agreement dated December 3, 2020 by and among Cambium Networks Corporation, the Underwriters and the Selling Shareholders | 8-K | 001-38952 | 1.1 | December 4, 2020 |
| 3.1 | Form of Amended and Restated Memorandum and Articles of Association to be effective upon completion of this offering | S-1/A | 333-231789 | 3.1 | June 13, 2019 |
| 4.1 | Form of Ordinary Share Certificate of Registrant | S-1/A | 333-231789 | 4.1 | June 24, 2019 |
| 4.2 | Form of Shareholders Agreement by and among Registrant and certain security holders of Registrant to be effective upon completion of this offering | S-1/A | 333-231789 | 4.2 | June 13, 2019 |
| 4.3 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934 | 10-K | 001-38952 | 4.3 | March 1, 2021 |
| 10.1+ | Form of Indemnification Agreement entered into between Registrant and its directors and executive officers | S-1 | 333-231789 | 10.1 | May 29, 2019 |
| 10.2 | Renewal Lease by Reference to an Existing Lease, Part Unit A, Linhay Business Park, Eastern Road, Ashburton, Devon TQ13 7UP, United Kingdom, dated as of November 22, 2016, by and between Registrant and Stephanie Myers Palk, Richard John Palk and Alison June Palk | S-1 | 333-231789 | 10.2 | May 29, 2019 |
| 10.3 | Renewal Lease by Reference to an Existing Lease, Unit B2/3, Linhay Business Park, Eastern Road, Ashburton, Devon TQ13 7UP, United Kingdom, dates as of November 22, 2016, by and between Registrant and Stephanie Myers Palk, Richard John Palk and Alison June Palk | S-1 | 333-231789 | 10.3 | May 29, 2019 |
| 10.4 | Renewal Lease by Reference to an Existing Lease, Unit B2/3, Linhay Business Park, Eastern Road, Ashburton, Devon TQ13 7UP, United Kingdom, dated as of April 9, 2018, by and between Registrant and Stephanie Myers Palk, Richard John Palk and Alison June Palk | S-1 | 333-231789 | 10.4 | May 29, 2019 |
| 10.5 | Renewal Lease by Reference to an Existing Lease, Unit D1, Linhay Business Park, Eastern Road, Ashburton, Devon TQ13 7UP, United Kingdom, dated as of November 22, 2016, by and between Registrant and Stephanie Myers Palk, Richard John Palk and Alison June Palk | S-1 | 333-231789 | 10.5 | May 29, 2019 |
| 10.6 | Renewal Lease by Reference to an Existing Lease, Unit D1, Linhay Business Park, Eastern Road, Ashburton, Devon TQ13 7UP, United Kingdom, dated as of April 9, 2018, by and between Registrant and Stephanie Myers Palk, Richard John Palk and Alison June Palk | S-1 | 333-231789 | 10.6 | May 29, 2019 |
| 10.7 | Office Lease, dated as of January 31, 2012, by and between Cambium Networks, Inc. and Atrium at 3800 Golf LLC | S-1 | 333-231789 | 10.7 | May 29, 2019 |
| 10.8 | The First Amendment, dated March 6, 2012, by and between Cambium Networks, Inc. and Atrium at 3800 Golf LLC | S-1 | 333-231789 | 10.8 | May 29, 2019 |
| 10.9 | The Second Amendment, dated February 21, 2013, by and between Cambium Networks, Inc. and Atrium at 3800 Golf LLC | S-1 | 333-231789 | 10.9 | May 29, 2019 |
| 10.10 | The Third Amendment, dated June 3, 2015, by and between Cambium Networks, Inc. and Atrium at 3800 Golf LLC | S-1 | 333-231789 | 10.10 | May 29, 2019 |
| 10.11 | The Fourth Amendment, dated January 18, 2018, by and between Cambium Networks, Inc. and Atrium at 3800 Golf LLC | S-1 | 333-231789 | 10.11 | May 29, 2019 |
| 10.12 | Lease Deed, dated as of June 20, 2016, by and between Cambium Networks Consulting Private Limited and Umiya Holdings Private Limited | S-1 | 333-231789 | 10.12 | May 29, 2019 |
| 10.13 | Lease, dated as of December 4, 2017, by and between Cambium Networks, Inc. and Silicon Valley Center Office LLC | S-1 | 333-231789 | 10.13 | May 29, 2019 |
| 10.14++ | Corporate Supply Agreement between Cambium Networks Limited and Flextronics Telecom Systems, Ltd. dated as of April 23, 2012 | S-1 | 333-231789 | 10.14 | May 29, 2019 |
| 10.15+ | 2019 Employee Share Purchase Plan | S-1/A | 333-231789 | 10.15 | June 13, 2019 |
| 10.16 | Intentionally Omitted | ||||
| 10.17+ | 2019 Share Incentive Plan | S-1/A | 333-231789 | 10.17 | June 13, 2019 |
| 10.18+ | Form of Share Option Grant Notice and Restricted Share Award Agreement under 2019 Share Incentive Plan (to be executed by Atul Bhatnagar) | S-1/A | 333-231789 | 10.18 | June 13, 2019 |
| 10.19+ | Form of Restricted Share Grant Notice and Restricted Share Award Agreement under 2019 Share Incentive Plan (to be executed by Atul Bhatnagar) | S-1/A | 333-231789 | 10.19 | June 13, 2019 |
| 10.20+ | Form of Restricted Share Grant Notice and Restricted Share Award Agreement under 2019 Share Incentive Plan (to be executed by Atul Bhatnagar, Bryan Sheppeck and Ronald Ryan) | S-1/A | 333-231789 | 10.20 | June 13, 2019 |
| 10.24+ | Employment agreement, dated as of February 15, 2013, between Cambium Networks, Inc. and Atul Bhatnagar | S-1/A | 333-231789 | 10.24 | June 13, 2019 |
| 10.25+ | Sales Incentive Plan Document for Regional Vice Presidents: SVP Global Channels | S-1/A | 333-231789 | 10.25 | June 13, 2019 |
| 10.26+ | Sales Incentive Plan Document for SVP Global Sales | S-1/A | 333-231789 | 10.26 | June 13, 2019 |
| 10.27+ | Form of Executive Restricted Share Unit Grant | S-1/A | 333-231789 | 10.27 | June 24, 2019 |
| 10.28+ | Form of Executive Stock Option Grant | S-1/A | 333-231789 | 10.28 | June 24, 2019 |
| 10.29+ | Form of Director Stock Option Grant | S-1/A | 333-231789 | 10.29 | June 24, 2019 |
| 10.34 | Credit Agreement dated as of November 17, 2021, between Cambium Networks and Bank of America | 8-K | 001-38952 | 10.34 | November 18, 2021 |
| 10.35 | Security Agreement dated as of November 17, 2021 between Cambium Networks and Bank of America | 8-K | 001-38952 | 10.35 | November 18, 2021 |
| 10.36 | Lease Deed, dated as of April 12, 2021, by and between Cambium Networks Private Limited and Mr. Jimmy Paymaster and Qualitas Property Consulting LLP | 10-K | 001-38952 | 10.36 | February 24, 2022 |
| 10.37 | Lease Deed, dated as of August 5, 2021, by and between Cambium Networks Private Limited and Umiya Holdings Private Limited and Others | 10-K | 001-38952 | 10.37 | February 24, 2022 |
| 10.38 | First Amendment to Lease, dated as of December 9 2021, by and between Cambium Networks, Inc. and Silicon Valley Center Office LLC | 10-K | 001-38952 | 10.38 | February 24, 2022 |
| 10.39+ | Offer Letter, dated as of April 10, 2022, between Cambium Networks, Inc. and Andrew Bronstein | 10-Q | 001-38952 | 10.39 | May 6, 2022 |
| 10.40 | First Amendment to Credit Agreement dated as of June 9, 2023 between Cambium Networks and Bank of America | 10-Q | 001-38952 | 10.40 | August 2, 2023 |
| 10.41+ | Form of Performance-Based Share Unit Notice and Award | 10-Q | 001-38952 | 10.41 | August 2, 2023 |
| 10.42+ | Form of Performance-Based Share Option Award Agreement | 10-Q | 001-38952 | 10.42 | August 2, 2023 |
| 10.43 | Office Lease, dated as of June 1, 2023, buy and between Cambium Networks, Inc. and Hoffman Estates Acquisition LLC and Hoffman Estates Acquisitions II LLC | 10-Q | 001-38952 | 10.43 | August 2, 2023 |
| 10.44 | First Amendment to Office Lease, dated October 16, 2023, by and between Cambium Networks, Inc. and Hoffman Estates Acquisition LLC and Hoffman Estates Acquisition II LLC | 10-Q | 001-38952 | 10.44 | November 3, 2023 |
| 10.45+ | Employment agreement, dated as of August 1, 2023, between Cambium Networks, Inc. and Morgan Kurk | 10-Q | 001-38952 | 10.45 | November 3, 2023 |
| 10.46+ | Separation Agreement, dated as of August 1, 2023, between Cambium Networks, Inc. and Atul Bhatnagar | 10-Q | 001-38952 | 10.46 | November 3, 2023 |
| 10.47 | Second Amendment to Credit Agreement dated December 29, 2023 | 8-K | 001-38952 | 10.47 | January 5, 2024 |
| 10.48+* | Separation Agreement, dated as of January 30, 2024, between Cambium Networks, Inc. and Andrew Bronstein | ||||
| 21.1 | Subsidiaries of the Registrant | S-1 | 333-231789 | 21.1 | May 29, 2019 |
| 23.1* | Consent of KPMG LLP, independent registered public accounting firm | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Indicates management contract or compensatory plan
++ Confidential treatment has been granted for portions of this exhibit. These portions have been omitted and have been filed separately with the SEC.
Portions of the exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
- Filed herewith.
** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cambium Networks Corporation | ||
| Date: March 15, 2024 | By: | /s/ John M. Becerril |
|---|---|---|
| John M. Becerril | ||
| Interim Chief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Morgan C. Kurk | President and Chief Executive Officer and Director(Principal Executive Officer) | March 15, 2024 |
| Morgan C. Kurk | ||
| /s/ John M. Becerril | Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | March 15, 2024 |
| John M. Becerril | ||
| /s/ Robert Amen | Chairman of the Board | March 15, 2024 |
| Robert Amen | ||
| /s/ Alexander R. Slusky | Director | March 15, 2024 |
| Alexander R. Slusky | ||
| /s/ Bruce Felt | Director | March 15, 2024 |
| Bruce Felt | ||
| /s/ Vikram Verma | Director | March 15, 2024 |
| Vikram Verma | ||
| /s/ Kevin Lynch | Director | March 15, 2024 |
| Kevin Lynch | ||
| /s/ Atul Bhatnagar | Director | March 15, 2024 |
| Atul Bhatnagar | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2022 and 2023 | F-3 |
| Consolidated Statements of Operations for the years ended December 31, 2021, 2022 and 2023 | F-4 |
| Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2022 and 2023 | F-5 |
| Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021, 2022 and 2023 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2022 and 2023 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.