UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

 

 

CAMBIUM NETWORKS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Cayman Islands			001-38952	00-0000000
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
c/o Cambium Networks, Inc. 2000 Center Drive, Suite East A401
Hoffman Estates, Illinois				60192
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 345 814-7600

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, $0.0001 par value		CMBM		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 25, 2025, Cambium Networks Corporation (the “Company”) received an additional staff determination letter (“Staff Determination Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company it was not in compliance with Nasdaq’s continued listing standards as set forth in Listing Rule 5250(c)(1) (the “Filing Rule”), given the Company’s inability to timely file its Quarterly Report on Form 10-K for the period ended September 30, 2025 (“Q3 2025 Delinquent Filing” and together with the prior delinquent filings referenced below, the “Delinquent Filings”), and that this matter serves as an additional basis for delisting the Company’s Ordinary Shares from The Nasdaq Global Market.

As previously disclosed, the Company received deficiency letters from the Staff on April 16, 2025, May 22, 2025 and August 25, 2025 that the Company was not in compliance with the Filing Rule, since the Company had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Reports on Forms 10-Q for the periods ended March 31, 2025, and June 30, 2025, respectively, with the U.S. Securities and Exchange Commission. The Staff had granted an extension of time until October 13, 2025 for the Company to regain compliance with the Filing Rule.

On November 11, 2025, the Company presented its plan of compliance before the Nasdaq Hearings Panel (the “Hearings Panel”) and requested a continued stay of its delisting pending achieving full compliance by filing the Delinquent Filings within the time requested under the plan of compliance. There can be no assurance that the Hearings Panel will grant any of the Company’s requests for additional time to gain compliance. As of the date of the filing of this Current Report on Form 8-K, the Company’s extended stay request remained under review by the Hearings Panel. Once the Hearings Panel makes a ruling on the extended stay, the Company intends to make a subsequent announcement. As the Company is already before the Hearings Panel, the Hearings Panel will consider the Q3 2025 Delinquent Filing in their decision regarding the Company’s continued listing on The Nasdaq Global Market.

As required under Listing Rule 5810(b), on December 1, 2025, the Company issued a press release announcing its receipt of the Staff Determination Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,” “could,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based upon the Company’s current assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the Company’s ability to return to and maintain compliance with Nasdaq continued listing standards and whether Nasdaq will grant the Company any relief from delisting. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained herein speak only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.

99.1	Press release dated December 1, 2025
104	Cover Page Interactive Data File (formatting in Inline XBRL and contained in Exhibit 101)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CAMBIUM NETWORKS CORPORATION
Date:	December 1, 2025	By:	/s/ Sally Rau
		Name: Title:	Sally Rau   Chief Legal Officer