AVIAT NETWORKS INC

S-11 d99070ds1.htm S-1

As filed with the Securities and Exchange Commission on June 13, 2025

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**Form S-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

200 Parker Drive, Suite C100A

Austin, Texas 78728

**Telephone: (408)941-7100 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Peter A. Smith

President and Chief Executive Officer

200 Parker Drive, Suite C100A

Austin, Texas 78728

**Telephone: (408)941-7100 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send a copy of all communications to:

Katherine Terrell Frank

Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3900

Dallas, Texas 75201

**Telephone: (214)220-7700 **

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement on Form S-1 (the “Registration Statement”) replaces our previously filed Registration Statement on Form S-3 (File No. 333-279014) (the “Prior Registration Statement”) with regards to securities held by the selling stockholder. The Company is not currently eligible to use the Prior Registration Statement. We are filing this Registration Statement pursuant to an agreement with the selling stockholder, though we are not aware of the current intention of the selling stockholder included in this Registration Statement with regard to the sale of any of its securities.

The information in this prospectus is not complete and may be changed. The selling securityholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JUNE 13, 2025.

PRELIMINARY PROSPECTUS

736,750 Shares of Common Stock

The securities to be offered and sold using this prospectus include 736,750 shares of our common stock, par value $0.01 per share (“common stock”). These shares of common stock may be offered and sold by the selling stockholder named in this prospectus or in any supplement to this prospectus from time to time in accordance with the provisions set forth under “Plan of Distribution.”

The selling stockholder will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. One or more free writing prospectuses may also be authorized to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered.

We are registering 736,750 shares of common stock for sale by the selling stockholder pursuant to the Registration Rights and Lock-Up Agreement, dated November 30, 2023, by and between the Company and the selling stockholder (the “RRA”). The shares registered hereby are subject to certain lock-up restrictions as set forth in the RRA. See “Selling Stockholder – Registration Rights and Lock-Up Agreement.”

Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “AVNW.” On June 12, 2025, the last reported sale price of our common stock was $22.93 per share.

Investing in our securities involves a high degree of risk. Before making an investment decision, you should review carefully the risks described under the heading “Risk Factors” on page 5 of this prospectus and any similar section contained in the applicable prospectus supplement and in any free writing prospectuses authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference from our filings with the Securities and Exchange Commission into this prospectus.

This prospectus may not be used to consummate a sale of securities unless accompanied by a prospectus supplement.

The securities may be sold directly by the selling stockholder to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The selling stockholder will be responsible for any commissions due to brokers, dealers or agents. We will be responsible for all other offering expenses. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock offered by this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is .