AIRGAIN INC
For the period ended Mar 31, 2026. Filed May 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 6, 2026
AIRG$4.04+1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001193125-25-277931
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001193125-26-209133
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 77 current paragraphs.
38 unchanged; 22 reworded; 17 added; 33 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
Markets
Current report
The enterprise market demands reliable wireless access across diverse settings, including smart cities, campuses, stadiums, transportation hubs, utilities, buildings, and suburban developments.
Current report
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. 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 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.
Current report
Macroeconomic conditions have continued to create demand softness and supply chain constraints in certain markets. Our sales declined by 4.2% compared with same period last year, as we experienced a demand softness in our existing automotive and enterprise markets, combined with excess inventories in our channels and direct customers. While we are experiencing demand growth with our consumer customers and enterprise IoT, we anticipate that the inventory surplus some of our automotive customers have may extend into the second half of 2026. 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.
Current report
Business Acquisition
Current report
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.
Current report
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.
Current report
the proliferation of Wi-Fi connected home devices and data intensive applications;
Current report
the ability to successfully integrate any future acquisitions.
Current report
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.
Current report
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.
Current report
Sales for the three months ended March 31, 2026 decreased $0.5 million or 4.2% compared to the same period in the prior year, primarily due to lower sales of $0.8 million from the consumer market and $0.4 million from the automotive market, partially offset by higher sales of $0.7 million from the enterprise market.
Current report
Cost of goods sold for the three months ended March 31, 2026 decreased $0.3 million or 4.6% compared to the same period in the prior year. The decline was primarily due to lower sales.
Current report
Total other income, net for the three months ended March 31, 2026 was $0.3 million compared with $1.6 million for the three months ended March 31, 2025. The decrease was primarily due to the receipt of $1.5 million employee retention credit refunds in the first quarter of 2025 that was not repeated in the current period, partially offset by a bargain purchase gain of $0.3 million associated with the HPUE business acquisition.
Current report
Income tax expense for the three months ended March 31, 2026 increased $48 thousand or 200.0% compared to the same period in the prior year primarily due to higher income tax expense accruals in 2026 as compared to 2025.
Current report
Net cash provided by financing activities. Net cash provided by financing activities of $0.7 million for the three months ended March 31, 2026 was primarily from $0.6 million of net proceeds from issuance of 171,488 shares of common stock via our at-the-market offering program (2025 ATM Program), and $0.1 million proceeds from option exercises.
Current report
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 (Craig-Hallum) as sales agent or principal. As of December 31, 2025, we had $4.6 million available under the 2025 ATM Program for future sales of our common stock. During the three months ended March 31, 2026, we issued 171,488 shares of common stock under the 2025 ATM Program for net proceeds of $0.6 million after deducting commissions and other costs associated with the offering. As of March 31, 2026, we had $3.9 million available under the 2025 ATM Program for future sales of our common stock.
Removed paragraphs (33)
Previous report
Core Markets
Previous report
The enterprise market requires reliable wireless access across various use cases, including smart cities, utilities, factories, buildings, campuses, transportation hubs, stadiums, and suburban developments. Our Lighthouse 5G Smart NCR platform provides coverage enhancements both indoors and outdoors to improve 5G connectivity for MNOs and systems integrators. Our asset tracking solutions are deployed across transportation, supply chain, and other specialized applications. Our NimbeLink embedded modems serve numerous enterprise IoT sectors requiring cellular connectivity such as packaging, logistics, EV charging, smart cities, smart buildings, agriculture, asset tracking, and self-service innovations. Our custom products feature joint engineering collaboration with strategic customers to develop industrial IoT products (IIoT) for specific applications while helping them reduce their time to market. 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.
Previous report
Macroeconomic factors, such as market volatility, inflation, ongoing trade policy shifts, government shutdown and recessionary concerns have caused uncertainty in end customer demand and supply chain constraints. We are closely monitoring the impact of these factors on our existing product lines and growth platforms. Our consumer business is experiencing a market recovery, and the enterprise customer excess inventory concern has dissipated. We are, however, expecting the surplus inventory for our automotive customers to extend through 2026. We remain focused on the execution of our strategic product initiatives and operational efficiencies, which lay the foundation of our revenue growth, and profitability, when market conditions improve.
Previous report
Sales for the three months ended September 30, 2025 decreased $2.1 million or 12.9% compared to the same period in the prior year. Automotive market sales decreased $2.1 million to $0.5 million for the three months ended September 30, 2025 from $2.6 million during the same period in the prior year, primarily due to lower sales of aftermarket antennas. Consumer market sales decreased $0.2 million to $6.6 million for the three months ended September 30, 2025 from $6.8 million during the same period in the prior year, due to lower sales to mobile network and broadband operators, partially offset by higher sales to cable operators. Enterprise market sales increased $0.2 million to $6.9 million for the three months ended September 30, 2025 from $6.7 million during the same period in the prior year, primarily due to higher embedded modem sales.
Previous report
Sales for the nine months ended September 30, 2025 decreased $5.9 million or 12.9% compared to the same period in the prior year. Enterprise market sales decreased $5.8 million to $18.4 million for the nine months ended September 30, 2025 from $24.1 million during the same period in the prior year, driven by lower IoT custom product sales, which were due to excess inventory, and enterprise antenna product sales. Automotive market sales decreased $3.6 million to $2.6 million for the nine months ended September 30, 2025 from $6.2 million during the same period in the prior year, on lower sales of aftermarket antennas. Consumer market sales increased $3.5 million to $18.7 million for the nine months ended September 30, 2025 from $15.2 million during the same period in the prior year, resulting from higher sales to cable and mobile network operators.
Previous report
Cost of goods sold for the three months ended September 30, 2025 decreased $1.5 million or 15.8% compared to the same period in the prior year. Cost of goods sold for the nine months ended September 30, 2025 decreased $4.5 million or 16.7% compared to the same period in the prior year. The declines for both periods were primarily due to lower sales, and gross margin improvements.
Previous report
Gross profit for the nine months ended September 30, 2025 decreased $1.3 million or 7.2%, compared to the same period in the prior year, driven by lower sales, partially offset by gross margin improvements. Gross profit as a percentage of sales for the three months ended September 30, 2025 increased by 260 basis points compared to the same period in the prior year. The increase was primarily driven by improved enterprise product margins.
Previous report
Operating expenses for the nine months ended September 30, 2025 decreased $2.2 million or (8.7%) compared to the same period in the prior year. The decrease was primarily due to lower personnel expenses and engineering project development expenses, partially offset by higher outsourced services.
Previous report
Total other Income (Expense) for the three months ended September 30, 2025 decreased approximately $5,000 compared to the same period in the prior year.
Previous report
Total other Income (Expense) for the nine months ended September 30, 2025 increased $2.0 million compared to the same period in the prior year. The increase was primarily due to our receipt of $2.0 million for employee retention credit refunds and $0.3 million for interest earnings under the CARES Act. We paid approximately $0.2 million in commissions to a third-party consulting firm that assisted in processing the refund request.
Previous report
Income tax expense for the three months ended September 30, 2025 increased $49,000 or 125.6% compared to the same period in the prior year primarily due to a lower foreign income tax accrual.
Previous report
Income tax expense for the nine months ended September 30, 2025 increased $0.2 million or 133.1% compared to the same period in the prior year primarily due to a reversal of in foreign income tax accrual in the prior year.
Previous report
Net cash provided by financing activities. Net cash provided by financing activities of $0.2 million for the nine months ended September 30, 2025 were primarily from exercised options for $0.2 million and common stock issuances under the ESPP for $0.2 million. These proceeds were partially offset by the $0.2 million in tax payments for net share settlement of restricted stock units.
Previous report
Employee Retention Credit
Previous report
During the nine months ended September 30, 2025, we received ERC refunds of $2.0 million, which was recorded in other income section of our condensed consolidated statements of operations. In addition to the refunds, we received $0.3 million for interest earned. We paid $0.2 million commission to a third party professional firm that assisted us with processing the ERC refund application. There is no assurance that we will ultimately receive the remaining refund balance, or the timeframe of any such receipt, based on IRS review or otherwise.
Previous report
On May 7, 2025, we amended and restated the At-the-Market Issuance Sales Agreement (as amended, the Sales Agreement) with Craig-Hallum Capital Group LLC (Craig-Hallum) originally entered into on March 7, 2024. Pursuant to the Sales Agreement, the Company may sell at its option, shares of its common stock having an aggregate offering price of up to an amount registered under an effective registration statement and for which we have filed a prospectus, through Craig-Hallum, as sales agent. Subject to the terms and conditions of the Sales Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” (ATM) offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. We have agreed to pay Craig-Hallum a sales commission of 2.5% of the gross proceeds for sales under the Sales Agreement.
Previous report
On May 7, 2025, we filed an registration statement on Form S-3, which was declared effective on May 15, 2025, including a prospectus for ATM offerings pursuant to the Sales Agreement for up to an aggregate of $5.0 million in shares of our common stock.
Previous report
During the nine months ended September 30, 2025, we did not sell any shares of common stock through the ATM program. As of September 30, 2025, $5.0 million remained available under the Sales Agreement for future sales of our common stock.
Previous report
Leases
Previous report
On December 31, 2024, the Company entered into a Third Amendment to the office lease, relating to the Company’s corporate headquarters in San Diego, California. The lease amendment extends the term for the lease from the prior expiration on November 30, 2025 to its new expiration on September 30, 2031. There is no right to further extend the term of the lease. The lease amendment provides that the annual base rent for the leased space shall be $699,051, or $58,254 on a monthly basis for the 12-month period beginning January 1, 2025, which amount shall increase 3% annually beginning on January 1, 2026. The Company is entitled to base rent abatement beginning on January 1, 2025 through October 31, 2025. For more details of the headquarter lease modification, see exhibit 10.23 filed with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.
Previous report
The Company's facilities long term operating leases expired in China, Arizona and Minnesota. During the nine months ended September 30, 2025, the Company derecognized $0.8 million of ROU assets. In the nine months ended September 30, 2025, the Company renewed the facilities leases in China and in Arizona. The lease amendments extend the term of the China lease to October 2027 and the term of the Arizona lease to October 2029. There are no rights to further extend the term of the leases. The combined renewed annual base rent for the leased spaces in China and Arizona is approximately $0.2 million.
Previous report
In June 2025, the Company entered into lease agreements for the use of six vehicles to test our mobile products. The lease term ends in March, 2028. Each lease vehicle includes an option to purchase and is subject to an assumed residual value of approximately $24,000 per vehicle. The Company is uncertain about exercising the purchase options. The combined annual base rent for the leased vehicles is approximately $0.1 million or $6,684 on a monthly basis, beginning June 30, 2025.
Previous report
Critical Accounting Estimates
Previous report
Our management’s discussion and analysis of financial condition and operating results is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported sales and expenses during the reporting periods. These items are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ materially from these estimates under different assumptions or conditions.
Previous report
There were no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Judgments and Estimates,” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Previous report
For the annual goodwill impairment assessment, as of December 31, 2024, the Company determined that there were no events or circumstances that indicated that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount. Based on the assessment performed, we concluded that an impairment charge to goodwill was not required as of December 31, 2024.
Previous report
The Company evaluated the goodwill impairment considerations as of September 30, 2025. The tariff changes in the first three quarters of 2025 by United States and other countries have caused uncertainty in our business environment. The impact of the tariff increases on our Company have been mitigated by a few factors. Most of our products are in specific categories that are exempt from the increased tariffs. Many of our products are sold to the ODM customers who are not subject to the increased tariffs. We source our supplies in tariff favorable regions. During the nine months ended September 30, 2025, the Company's current and forecasted sales, cash flows, and excess market capitalization over net assets are reasonable when compared to quarters in the past two years. After assessing the totality of events and circumstances, the Company determined that there were no events or circumstances as of September 30, 2025 that indicate that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount. Since there was no indication that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company determined that a quantitative goodwill impairment test was not necessary as of September 30, 2025. Based on the assessment performed, we concluded that an impairment charge to goodwill was not required.
Previous report
Certain future events and circumstances, including adverse changes in the business and economic conditions and changes in customer behavior could result in changes to our assumptions and judgments used in the impairment tests. A downward revision of these assumptions could cause the total fair value of our goodwill and intangible assets to fall below carrying values and a non-cash impairment charge would be required. Such a charge may have a material effect on the consolidated financial statements.
Previous report
Contractual Obligations and Commitments
Previous report
There have been no material changes outside the ordinary course of our business during the three month ended September 30, 2025, to the information regarding our contractual obligations that was disclosed in Management’s
Previous report
Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Previous report
Recent Accounting Pronouncements
Previous report
See Note 2, “Summary of Significant Accounting Policies” within the unaudited condensed consolidated financial statements.
Reworded paragraphs (22)
Previous wording
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 annual 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.
Current wording
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.
Previous wording
Airgain is a leading provider of advanced wireless connectivity solutions. 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.
Current wording
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.
Previous wording
Our enterprise products include Smart Network Controlled Cellular Repeaters (Smart NCRs), fixed wireless access (FWA) devices, asset tracking solutions, embedded cellular modems, and antennas for access points and Internet of Things (IoT) applications. Our automotive products include our second generation AirgainConnect® Fleet system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway – and aftermarket antennas. Our consumer products include embedded antennas for consumer access points, wireless gateways, smart home devices and FWA devices.
Current wording
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.
Previous wording
We have a rich history of providing radio frequency (RF) expertise, services, and solutions to mobile operators and major original equipment manufacturers (OEMs). We expanded our current portfolio of embedded cellular modems, asset tracking solutions and custom IoT systems with advanced 5G connectivity solutions, including our AirgainConnect Fleet vehicle gateway, and Smart Network Controlled Cellular Repeaters. We are leveraging our RF and systems experience, and our Mobile Network Operator (MNO) and Multiple Service Operator (MSO) relationships to deliver complex and differentiated system solutions.
Current wording
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.
Previous wording
In the automotive market, our products are deployed in a wide range of vehicles in the fleet and aftermarket applications, supporting a variety of technologies that include 5G, LTE, Wi-Fi, LPWAN, GNSS, and Bluetooth. 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 expanded our product offering with our second generation AirgainConnect® Fleet (AC-Fleet) system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway – that provides 4G/5G cellular connectivity with built-in multi-profile eSIM, GPS, Wi-Fi, and gigabit ethernet router functionalities. We also offer a full line of external fleet antennas that are designed to be rugged, reliable, and flexible to meet almost any need. These antennas include 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.
Current wording
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.
Previous wording
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, smart TVs, smart home devices, and set-top boxes. These consumer products support a variety of technologies, products and services, including 4G/LTE, 5G, Wi-Fi, Bluetooth, LPWAN and GNSS (Global Navigation Satellite System).
Current wording
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.
Previous wording
We believe that our performance and future success depend upon several factors including macroeconomic 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.
Current wording
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.
Previous wording
the impact of global supply shortages on our business and that of our end customers; and
Current wording
the impact of global supply shortages on our business and that of our end customers;
Previous wording
international expansion in light of continuing global tensions
Current wording
international expansion in light of continuing global tensions and conflicts; and
Previous wording
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, tariffs and trade policies, pandemics or political instability, 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, 2025.
Current wording
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 three months ended March 31, 2026.
Previous wording
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 expense may fluctuate as a percentage of total sales.
Current wording
Research and Development. Research and development expenses primarily consist of personnel and project development costs. These expenses include work related to the 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 expense may fluctuate as a percentage of total sales.
Previous wording
On March 27, 2020, the CARES Act was signed into law providing an ERC, which is a refundable tax credit against certain employment taxes on qualified wages. The Taxpayer Certainty and Disaster Tax Relief Act of 2020, the American Rescue Plan Act of 2021 and the Infrastructure Investment and Jobs Act amended the qualifications for eligible employers who could apply and extended the availability of the ERC employment taxes on qualified wages paid after December 31, 2020 through September 30, 2021. We believe that we qualify for application of the ERC on qualified wages from the second quarter of 2020 through the third quarter of 2021. We applied for ERC refunds in 2023, totaling $2.8 million.
Current wording
Employee retention credit refund. On March 27, 2020, the CARES Act was signed into law providing an ERC, which is a refundable tax credit against certain employment taxes on qualified wages. We applied for ERC refunds in 2023, totaling $2.8 million. During the three months ended March 31, 2025, we received ERC refunds of $1.5 million and an additional $0.5 million thereafter, for an aggregate of $2.0 million during the twelve months ended December 31, 2025. During the three months ended March 31, 2026, we did not receive any additional ERC refunds.
Previous wording
Interest Income, net. Interest income generally consists of interest from our cash and cash equivalents and interest income related to employee retention credit, offset by interest expense which consists of interest charges on credit card charges and certain vendor bills.
Current wording
Interest Income, net. Interest income generally consists of interest earned on cash and cash equivalents and ERC-related interest, offset by interest expense which consists of interest charges on credit card charges and certain vendor bills.
Previous wording
Other Income and Expense. Other income and expense includes employee retention credit refunds and associated commissions, realized foreign exchange gains or losses, state franchise tax expense, and other income.
Current wording
Other Income and Expense. Other income and expense includes gain or loss on disposal of property and equipment, realized foreign exchange gains or losses, state franchise tax, and penalties.
Previous wording
Provision for income taxes consists of federal and state income taxes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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 and difficult to predict. We concluded that it is not more likely than not that we will utilize our deferred tax assets other than those that are offset by reversing temporary differences.
Current wording
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.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024(dollars in thousands)
Current wording
Comparison of the Three Months Ended March 31, 2026(dollars in thousands)
Previous wording
Gross profit for the three months ended September 30, 2025 decreased $0.6 million or 9.0%, compared to the same period in the prior year, driven by lower sales, partially offset by gross margin improvements. Gross profit as a percentage of sales for the three months ended September 30, 2025 increased by 190 basis points compared to the same period in the prior year. The increase was primarily driven by improved enterprise product margins.
Current wording
Gross profit for the three months ended March 31, 2026 decreased $0.2 million or 3.6%, compared to the same period in the prior year, driven by lower sales. Gross profit as a percentage of sales for the three months ended March 31, 2026 increased by 20 basis points compared to the same period in the prior year. The increase was primarily driven by improved consumer product margins, partially offset by lower enterprise product margins.
Previous wording
Operating expenses for the three months ended September 30, 2025 decreased $1.5 million or (17.0)% compared to the same period in the prior year. The decrease was primarily due to lower personnel expenses and engineering project development expenses, partially offset by higher outsourced services.
Current wording
Operating expenses for the three months ended March 31, 2026 decreased $1.2 million or 14.2% compared to the same period in the prior year. The decrease was primarily due to lower amortization of intangible assets and lower personnel expenses.
Previous wording
We had cash and cash equivalents of $7.1 million at September 30, 2025. During the period from 2013 through 2024, we incurred several years of net losses. As a result, we have an accumulated deficit of ($91.2) million as of September 30, 2025.
Current wording
We had cash and cash equivalents of $7.1 million at March 31, 2026. During the period from 2013 through 2025, we incurred several years of net losses. As a result, we have an accumulated deficit of $95.5 million as of March 31, 2026.
Previous wording
Net cash used in operating activities. Net cash used by operating activities was $1.3 million for the nine months ended September 30, 2025. This was primarily driven by the net loss of $4.0 million and a $2.0 million net change in operating assets and liabilities, offset by $4.6 million in non-cash expenses.
Current wording
Net cash used in operating activities. Net cash used by operating activities was $0.8 million for the three months ended March 31, 2026. This was primarily driven by the net loss of $1.9 million, offset by $0.8 million non-cash expenses and $0.3 million net change in operating assets and liabilities.
Previous wording
Net cash used in investing activities. Net cash used in investing activities of $288,000 for the nine months ended September 30, 2025 was primarily for purchases of intangible property.
Current wording
Net cash used in investing activities. Net cash used in investing activities of $0.1 million for the three months ended March 31, 2026 was primarily for purchases of property and equipment and intellectual property.
Previous wording
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 Sales Agreement, or, if we do, as to the price or amount of shares of common stock that we may sell or the dates when such sales will take place.
Current wording
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.