AIRGAIN INC
For the period ended Mar 31, 2025. Filed May 7, 2025.
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Mar 31, 2025 · Filed May 7, 2025
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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).
On March 12, 2025, our Chief Executive Officer, Jacob Suen adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The plan provides for the potential sale of up to 91,000 shares of the Company's common stock from June 11, 2025 through June 26, 2026.
During the three months ended March 31, 2025, no other director or officer adopted, modified orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
Amended and Restated Sales Agreement
On May 7, 2025, in connection with the filing of a replacement registration statement on Form S-3 in advance of the expiration of our existing registration statement on Form S-3, we amended and restated our At-the-Market Issuance Sales Agreement (as amended, the Sales Agreement) with Craig-Hallum originally entered into on March 7, 2024. Pursuant to the Sales Agreement, we may sell at our option, through Craig-Hallum, as sales agent, shares of our common stock having an aggregate offering price of up to an amount registered under an effective registration statement and for which we have filed a prospectus. We have agreed to pay Craig-Hallum a sales commission of up to 2.5% of the gross proceeds for sales under the Sales Agreement. The foregoing description of the Sales Agreement is not complete and is qualified in itsentirety by reference to the Sales Agreement, a copy of which will be filed as an exhibit to our replacement registration statement on Form S-3 and is incorporated herein by reference.
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