SEC Form NT 10-K filed by Cambium Networks Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q |
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☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For Period Ended: December 31, 2024 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
CAMBIUM NETWORKS CORPORATION
(Full Name of Registrant)
N/A
(Former Name if Applicable)
c/o Cambium Networks, Inc.
2000 Center Drive, Suite East A401
(Address of Principal Executive Office (Street and Number))
Hoffman Estates, Illinois 60092
(City, State and Zip Code)
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Cambium Networks Corporation (the “Company”) has determined that it is unable to file, without unreasonable effort or expense, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) by the prescribed filing due date because the Company requires additional time to finalize the Company’s consolidated financial statements and finalize its assessment of internal control over financial reporting and related disclosures.
In addition to the material weaknesses disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, the Company has identified certain material weaknesses in its preliminary assessment of internal control over financial reporting for the fiscal year ended December 31, 2024 related to Allowance for Credit Losses, Customer Incentives, and Information Technology General Controls. The Company has initiated and will continue to implement measures designed to improve its internal control over financial reporting to remediate these material weaknesses with oversight from the Audit Committee of the Board of Directors and assistance from its external advisors, as well as implementing additional processes and controls to address the underlying causes associated with the material weaknesses.
The Company expects to issue its full financial results for the year ended December 31, 2024 when the financial reporting process along with the review of the results and the related audit are completed.
PART IV — OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
Jacob A. Sayer |
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863-5250 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Comparison of Anticipated Results
The Company anticipates that its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 will include disclosures around the substantial doubt regarding the Company’s ability to continue as a going concern.
The foregoing financial information is preliminary, unaudited and subject to change pending the filing of the Form 10-K for the fiscal year ended December 31, 2024.
Forward-Looking Statements
Certain matters discussed constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this notification that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding anticipated results for the quarter and full year ended December 31, 2024, the material weaknesses in the Company's internal control over financial reporting as of December 31, 2024, and the Company's expectations regarding the timing of the filing of the Form 10-K. These forward-looking statements are based on management's current expectations.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, but are not limited to the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures; the potential for additional material weaknesses in the Company's internal controls over financial reporting or other potential control deficiencies of which the Company is not currently aware or which have not been detected; the Company’s ability to continue as a going concern; the risk that the completion and filing of the Form 10-K will take longer than expected; additional information that may arise during the finalization of the Form 10-K; and the risks discussed in detail in "Item 1A. Risk Factors" of the Company's most recent Annual Report on Form 10-K, as updated by its other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
CAMBIUM NETWORKS CORPORATION
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: |
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March 31, 2025 |
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By: |
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/s/ Jacob A. Sayer |
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Name: |
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Jacob A. Sayer |
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Title: |
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Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.