Cambium Networks Corporation Ordinary Shares

Item 1A. Risk Factors.

There have been no material changes to the risk factors as disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 except as discussed below. Additional risk and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition and/or results of operations.

If the Company is required to write down goodwill and other intangible assets, the Companys financial condition and results would be negatively affected.

The Company tests goodwill for impairment annually on December 31 and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset group below its carrying amount and tests intangible assets if an indicator suggests that the carrying amount may not be recoverable. Accordingly, the Company completes a quarterly qualitative triggering events assessment which considers significant events and circumstances such as a reporting units historical and current results, assumptions regarding future performance, operating income or cash flows, strategic initiatives and overall economic factors, including significant negative industry or economic trends and macro-economic developments, and sustained declines in the Company's share price or market capitalization, considered in both absolute terms and relative to peers, to determine whether any of these may indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value.

During the three months ended September 30, 2024, the Company engaged a third party valuation firm to provide an interim goodwill impairment valuation as of September 30, 2024 as a result of triggering events identified during the third quarter relating to the decline in the trading price of our shares as well as the failure to satisfy the financial covenants under our Amended Credit Agreement. Although the Company determined that as of September 30, 2024, the fair value of our one reporting unit remained higher than its carrying value and our goodwill is not impaired, any additional declines in the trading price of our shares, if we are unable to reach agreement with the lender under the Amended Credit Agreement in connection with our failure to meet financial covenants, or if the outlook for our business deteriorates or other negative business factors exist, we may be required to perform another goodwill 

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impairment analysis in future periods, which could result in an impairment of up to the entire balance of our goodwill or result in the carrying value of our long-lived assets no longer being greater than our undiscounted cash flows. These actions would adversely impact our financial results and results of operations.

We are subject to securities litigation, which is expensive and could divert management attention.

On May 22, 2024, a putative shareholder class action complaint was filed in the United States District Court for the Northern District of Illinois (Hamby v. Cambium Networks Corporation et al, Case No. 1:24-cv-04240) against us and three of our current or former officers. The complaint purports to assert claims under Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 20(a) of the Exchange Act, on behalf of persons and entities who acquired our ordinary shares between May 8, 2023 and January 18, 2024, or the Class Period. The complaint alleges that, during the Class Period, the Company and certain of its executive officers made false and misleading statements and failed to disclose material adverse facts about its business, operations, and prospects in violation of Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act. Litigation of this type could result in substantial costs and diversion of managements attention and resources, which could have a material adverse effect on business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant liabilities.

We have been and continue to risk being unable to meet our financial covenants under our credit facilities, which may result in doubt about our ability to continue as a going concern.

We are subject to compliance with financial covenants under our credit facilities with Bank of America. If in the next twelve moWe did not meet our quarterly EBITDA covenant as of September 30, 2024, nor our months we aly liquidity covenant as of October 31, 2024, and there unableis uncertainty as to our ability to comply with applicablntinue to meet the financial covenants, we could incur in future periods. We are seeking a non-payment eventforbearance from Bank of defaultAmerica, as lender under the Amended Credit Agreement. Such a default would afford , and are working with the bank to address our noncompliance with these covenants. If the bank is unwilling to come to an acceptable resolution of the lendersse non-payment defaults, thereu lender the right tos under our credit facilities could declare the amounts outstanding thereunder immediately due and payable, and we may not be able to obtain a waiver of such a default or otherwise rpay or refinance suchthe indebtedness. Should we be unable to obtain a waiver or otherwise refinance our indebtedness, we may be unable to continue as a going concern.

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We are actively taking actions to improve our profitability and ensure future complianceto work with applicable financial covenants, including acceleration of collecthe bank to resolve our non-payment defaults under the credit facilities. These action of receivables,s include deferral of expenditures, and cost reductions to align our cost structure with current revenue levels. In addition, we continue to focus on operating efficiency and reducing discretionary spending. We believe these actions, together with our existing cash balances, provide us with the financial flexibility needed to meet our obligations as they come due. Any of these measures may have an adverse impact on our ability to execute our business plan, take advantage of future opportunities, fund research and development initiatives, or respond to competitive pressures or unanticipated financial requirements. The ultimate success of any such actions in sustaining our ability to continue as a going concern cannot be assured.

If we do not meet the continued listing requirements of Nasdaq, we could be subject to a delisting of our common stock.

If we are unable to meet the continued listing requirements of the Nasdaq Global Market, including the requirement that we meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2), we could be subject to delisting by Nasdaq. If our share price drops below $1.00 per share for a period of 30 calendar days, we may receive a notice of delisting from Nasdaq. We expect that any notice from Nasdaq would provide us with a compliance period of at least 180 calendar days in which to regain compliance, including possible extension of further days to regain compliance if it appears to Nasdaq that we will be able to cure the deficiency. To date, our share price has not dropped below $1.00 per share.