AIRGAIN INC

Previous wording

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 wording

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. 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.

Previous wording

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.

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

Macroeconomic conditions have continued to create supply chain constraints in certain markets. Our sales increased by 0.7% compared with same period last year, as we experienced a stronger demand for our enterprise IoT modems and vehicle gateways, due to the acquisition of the HPUE product line from Nextivity. 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.

Current wording

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.

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, 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 six months ended June 30, 2026.

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 nine months ended September 30, 2026.

Previous wording

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 CMs. The cost of goods sold that we generate from services and subscription revenues primarily includes personnel costs and the cost to maintain data lines.

Current wording

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.

Previous wording

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 six months ended June 30, 2026.

Current wording

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.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025(dollars in thousands)

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025(dollars in thousands)

Previous wording

Sales for the three months ended June 30, 2026 increased $0.1 million or 0.7% compared to the same period in the prior year. Automotive market sales increased $0.4 million compared to the same period in the prior year, driven by higher vehicle gateway shipments. Consumer market sales increased $0.2 million for the three months ended June 30, 2026 compared to the same period in the prior year, primarily due to higher Wi-Fi 7 antenna shipments. Enterprise market sales decreased $0.5 million compared to the same period in the prior year, primarily due to lower enterprise antenna sales, partially offset by higher IoT modem sales.

Current wording

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.

Previous wording

Sales for the six months ended June 30, 2026 decreased $0.4 million or 1.7% compared to the same period in the prior year. Consumer market sales decreased by $0.6 million for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to lower MNO and Broadband antenna shipments, partially offset by increased MSO Wi-Fi 7 antenna shipments. Enterprise market sales increased by $0.2 million for the six months ended June 30, 2026 during the same period in the prior year, primarily due to higher IoT modems sales, partially offset by lower enterprise antenna and asset tracker sales.

Current wording

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.

Previous wording

Cost of goods sold for the three months ended June 30, 2026 increased $0.1 million or 1.6% compared to the same period in the prior year. The increase was primarily due to higher sales.

Current wording

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.

Previous wording

Cost of goods sold for the six months ended June 30, 2026 decreased by $0.2 million or 1.3% compared to the same period in the prior year. The decline was primarily due to lower sales.

Current wording

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.

Previous wording

Gross profit for the three months ended June 30, 2026 decreased $0.1 million or 0.9%, 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 June 30, 2026 decreased by 60 basis points compared to the same period in the prior year, primarily due to lower enterprise product margins.

Current wording

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.

Previous wording

Gross profit for the six months ended June 30, 2026 decreased by 0.2 million or 2.2%, 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 six months ended June 30, 2026 decreased by 20 basis points compared to the same period in the prior year.

Current wording

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.

Previous wording

Operating expenses for the three months ended June 30, 2026 decreased $0.4 million or 4.7% 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.

Current wording

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.

Previous wording

Operating expenses for the six months ended June 30, 2026 decreased by $1.5 million or 9.5% compared to the same period in the prior year. The decrease was primarily due to lower amortization of intangible assets and lower personnel expenses.

Current wording

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.

Previous wording

Total other income (expense), net for the three months ended June 30, 2026 was $49 thousand expense, compared with $0.5 million income for the same period in prior year. The decrease was primarily due to the receipt of $0.5 million ERC refunds in the first quarter of 2025 that was not repeated in the current period.

Current wording

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.

Previous wording

Total other income (expense), net for the six months ended June 30, 2026 decreased $1.9 million compared to the same period in the prior year. The decrease was primarily due to our receipt of $1.9 million ERC refunds and $0.3 million 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 combination recorded in 2026.

Current wording

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 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.

Previous wording

Income tax benefit for the three months ended June 30, 2026 was $28 thousand compared to an income tax expense of $14 thousand in the same period of the prior year, primarily due to a reversal of first quarter tax expense, driven by a higher first quarter projection.

Current wording

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.

Previous wording

Income tax expense for the six months ended June 30, 2026 increased $6 thousand or 15.8% compared to the same period in the prior year, primarily due to pre-tax loss in 2026 compared to 2025.

Current wording

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.

Previous wording

We had cash and cash equivalents of $7.6 million at June 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 $97.2 million as of June 30, 2026.

Current wording

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.

Previous wording

Net cash used in operating activities. Net cash used in operating activities was $2.6 million for the six months ended June 30, 2026. This was primarily driven by a net loss of $3.6 million and a $1.1 million net change in operating assets and liabilities, partially offset by $2.1 million in non-cash adjustments.

Current wording

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.

Previous wording

Net cash used in investing activities. Net cash used in investing activities was $0.1 million for the six months ended June 30, 2026, primarily for purchases of property and equipment.

Current wording

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.

Previous wording

Net cash provided by financing activities. Net cash provided by financing activities was $2.9 million for the six months ended June 30, 2026, primarily from $1.6 million of net proceeds from the issuance of 313,139 shares of common stock under our at-the-market offering program (2025 ATM Program), and $1.3 million of proceeds from option exercises.

Current wording

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.

Previous wording

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. During the three months ended June 30, 2026, we issued 141,651 shares of common stock under the 2025 ATM Program for net proceeds of $1.0 million after deducting commissions and other costs associated with the offering. As of June 30, 2026, we had $2.9 million available under the 2025 ATM Program for future sales of our common stock.

Current wording

(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.

Previous wording

As of June 30, 2026, management performed the annual assessment of 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 June 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.

Current wording

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.