Cambium Networks (CMBM) updates Nasdaq compliance status and appoints interim CFO

Rhea-AI Filing Summary

Cambium Networks Corporation reported that Nasdaq has confirmed it is now in compliance with the Minimum Bid Price Rule, but the company remains out of compliance with the Periodic Filing Rule. A Nasdaq Hearings Panel will retain jurisdiction over the company until April 8, 2026, and Cambium will be subject to a mandatory panel monitor until December 12, 2026. If the company falls out of compliance with the Minimum Bid Price Rule again during this monitoring period, Nasdaq staff may issue a delisting determination, subject to a new hearing.

The company also announced an executive transition. Mitchell Cohen has been appointed Interim Chief Financial Officer and principal financial officer, effective immediately, while John Waldron has stepped down as acting chief financial officer and will remain with Cambium as a senior financial advisor. The company noted that Mr. Cohen has extensive public company and transactional finance experience, and disclosed there are no related-party relationships or transactions with him under applicable SEC rules.

Positive

• None.

Negative

• Continued Nasdaq compliance risk: Cambium remains non-compliant with the Nasdaq Periodic Filing Rule, is under Hearings Panel jurisdiction until April 8, 2026, and faces potential delisting if it again breaches the Minimum Bid Price Rule during the monitoring period ending December 12, 2026.

Insights

Equity & Listing Standards Analyst

Regains bid-price compliance but remains under Nasdaq scrutiny with delisting risk.

Cambium Networks has restored compliance with Nasdaq’s Minimum Bid Price Rule, removing an immediate pricing-based delisting trigger. However, it remains non-compliant with the Periodic Filing Rule, and the Nasdaq Hearings Panel will keep jurisdiction until April 8, 2026. This indicates that governance and reporting issues are still being resolved.

Under Nasdaq Listing Rule 5815(d)(4)(B), the company faces a mandatory panel monitor through December 12, 2026. If it again breaches the Minimum Bid Price Rule in that one-year monitoring window, Nasdaq staff may issue a delisting determination, though Cambium would be able to request a new hearing. Overall, this framework keeps the listing in place but under heightened oversight, and future compliance with both pricing and filing obligations will be important for maintaining its exchange status.

Corporate Governance & CFO Transitions Specialist

Interim CFO appointment adds leadership change amid ongoing compliance work.

Cambium has appointed Mitchell Cohen as Interim Chief Financial Officer and principal financial officer, effective immediately, while John Waldron steps down from his acting CFO role to become a senior financial advisor. The change keeps Waldron’s institutional knowledge within the company while bringing in an executive described as having extensive public company, private equity, and transaction experience.

The company highlights Mr. Cohen’s background in restructuring, liquidity management, and interim CFO roles at several other companies, which can be particularly relevant when addressing complex financial and reporting situations. Cambium also states there are no family relationships or related-party transactions with Mr. Cohen under SEC definitions, which supports standard governance practices around this appointment.

false0001738177CAMBIUM NETWORKS CORP00017381772025-12-122025-12-12

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): December 12, 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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 December 12, 2025, Cambium Networks Corporation (“Cambium” or the “Company”) received a partial compliance letter (the “Partial Compliance Letter”) from the Nasdaq Hearings Panel (the “Hearings Panel”) confirming the Company is in compliance with the Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”), although it remains non-compliant with the Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”). The Hearings Panel also confirmed that it will maintain jurisdiction over the Company until April 8, 2026.

In addition, per Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor until December 12, 2026. If, within that one-year monitoring period, the Nasdaq staff (the “Staff”) finds the Company again out of compliance with the Minimum Bid Price Rule, the Staff will issue a delist determination letter at that time, leaving the Company with an opportunity to request a new hearing to address the delisting.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Transition

On December 18, 2025, the Company announced the appointment of Mitchell Cohen, as Interim Chief Financial Officer and principal financial officer, effective immediately. As a result of the appointment of Mr. Cohen, John Waldron will immediately step down as acting chief financial officer and principal financial officer. Mr. Waldron will remain with the Company, serving as a senior financial advisor.

Mr. Cohen has extensive public company, private equity, and high-growth/startup financial organization leadership experience spanning various industries, with experience driving transformational financial performance, delivering increases in shareholder value, and leading complex corporate transactions, including acquisitions and divestitures, debt financing, restructuring, and liquidity management. He is adept at stepping into challenging environments to stabilize operations, restore confidence, and accelerate performance improvements. He has provided chief financial officer and consultant services to companies since 2018 and acted as interim chief financial officer to a variety of companies since 2022, serving in such capacity for Cerence, Redbox Entertainment, Blue Apron and Cytodyn. He holds a Bachelor of Arts, Accounting & Economics from Queens College.

There are no family relationships between Mr. Cohen and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company's last fiscal year, the Company has not engaged in any transaction in which Mr. Cohen has had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

On December 18, 2025, the Company issued a press release announcing its receipt of the Partial Compliance Letter confirming compliance with the Minimum Bid Price Rule and the appointment of Mitchell Cohen as Interim Chief Financial Officer. 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 statements relating to the Company’s ability to maintain compliance with the Nasdaq continued listing standards, as well as 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 maintain compliance with Nasdaq continued listing standards. 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 18, 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 18, 2025	By:	/s/ Sally Rau
		Name: Title:	Sally Rau   Chief Legal Officer

FAQ

What Nasdaq issues does Cambium Networks (CMBM) currently face?

Cambium Networks remains non-compliant with the Nasdaq Listing Rule 5250(c)(1) (the Periodic Filing Rule). A Nasdaq Hearings Panel will retain jurisdiction over the company until April 8, 2026, and the company is subject to a mandatory panel monitor until December 12, 2026.

Is Cambium Networks (CMBM) in compliance with Nasdaqs minimum bid price requirement?

Yes. Nasdaq confirmed that Cambium is in compliance with Listing Rule 5450(a)(1), the Minimum Bid Price Rule. However, if the company falls out of compliance with this rule again during the one-year monitoring period ending December 12, 2026, Nasdaq staff may issue a delisting determination, subject to a new hearing.

Who is the new Interim CFO of Cambium Networks (CMBM)?

Mitchell Cohen has been appointed Interim Chief Financial Officer and principal financial officer, effective immediately. He brings extensive experience in public companies, private equity, high-growth organizations, and complex corporate transactions.

What happens to former acting CFO John Waldron at Cambium Networks?

John Waldron has stepped down as acting chief financial officer and principal financial officer as a result of Mitchell Cohens appointment. He will remain with Cambium, serving as a senior financial advisor.

Does Cambium Networks report any related-party relationships with Interim CFO Mitchell Cohen?

The company states there are no family relationships between Mr. Cohen and any director or executive officer and that there have been no transactions involving Mr. Cohen that would be reportable under Item 404(a) of Regulation S-K since the beginning of the last fiscal year.

What did Cambium Networks announce in its recent press release related to this 8-K?

On December 18, 2025, Cambium issued a press release announcing its receipt of the Nasdaq Partial Compliance Letter confirming compliance with the Minimum Bid Price Rule and the appointment of Mitchell Cohen as Interim Chief Financial Officer. The press release is filed as Exhibit 99.1.