CMBMF on OTC

Cambium Networks

Global provider of wireless broadband solutions founded in 20111

In its 2026 annual report the company says: “Cambium Networks is a global technology company that designs, develops, and manufactures fixed wireless and PON/XGSPON based broadband, Wi-Fi, and local area networking switching infrastructure, and security gateway solutions for a wide range of applications, including broadband access, wireless backhaul, Internet of Things (IoT), public safety communications, and Wi-Fi access.”5 It is headquartered in Rolling Meadows.1 Its shares trade on OTC under the symbol CMBMF.1

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Last updated Oct 21, 2026.

Overview

2011Founded1

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  • TickerCMBMF on OTC1
  • IndustryRadio & Tv Broadcasting & Communications Equipment1
  • HeadquartersRolling Meadows1
  • Websitewww.cambiumnetworks.com
  • Incorporated inCayman Islands4
  • Business address190 Elgin Avenue, George Town, Grand Cayman, E9 Ky1-90084
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formcompany limited by shares3
  • LEI549300OYSIGK6OT5WL043
  • StatusActive3
  • LEI statusLapsed (not renewed)3
  • Registered addressC/O Intertrust Corporate Services Cayman Limited, KY1-9005 George Town, Cayman Islands3

Cambium Networks is a global technology company that designs, develops, and manufactures fixed wireless and PON/XGSPON based broadband, Wi-Fi, and local area networking ("LAN") switching infrastructure, and security gateway solutions for a wide range of applications, including broadband access, wireless backhaul, Internet of Things (IoT), public safety communications, and Wi-Fi access. Our products enable service providers, enterprises, industrial organizations, and governments to deliver exceptional digital experiences and device connectivity, with compelling economics. Our ONE network platform simplifies the management of Cambium Networks' wired and wireless technologies. Our product lines fall into three broad, interrelated categories: Fixed Wireless and fiber Broadband ("FWB"), Enterprise Networking, and Subscription and Services.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

40.2%Gross margin6
-17.5%Operating margin6
-24.1%Net margin6
-10.0%Revenue growth, 20256
-$16.1MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Point To Multi Point brought in 34% of the revenue Cambium Networks broke down this way in fiscal 2025.

  1. Point To Multi Point$59.7M634%down 19% from 2024
  2. Enterprise$53.2M630%up 6% from 2024
  3. Point To Point$43.1M624%down 11% from 2024
  4. Subscriptions and Services$18.4M610%down 6% from 2024
  5. Product and Service, Other$3.7M62%down 31% from 2024
Products and services by year
Products and services202320242025
Point To Multi Point$95.8M$73.5M$59.7M
Enterprise$44.4M$50.3M$53.2M
Point To Point$81.5M$48.2M$43.1M
Subscriptions and Services$18.6M$19.5M$18.4M
Product and Service, Other$5.1M$5.3M$3.7M

Regions

North America brought in 32% of the revenue Cambium Networks broke down this way in fiscal 2025.

  1. North America$76.0M632%down 13% from 2024
  2. United States$75.6M632%down 15% from 2024
  3. EMEA$50.2M621%down 1% from 2024
  4. Asia Pacific$18.3M68%down 3% from 2024
  5. Caribbean And Latin America$15.1M66%down 27% from 2024
Regions by year
Regions202320242025
North America$138.9M$86.9M$76.0M
United States$136.7M$88.6M$75.6M
EMEA$43.6M$51.0M$50.2M
Asia Pacific$23.5M$18.9M$18.3M
Caribbean And Latin America$20.7M$20.5M$15.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue60¢$95.5M
  • Research and development21¢$32.9M
  • Other costs13¢$20.7M
  • Interest6¢$9.0M
  • Income tax1¢$1.5M

Out of $159.6M in revenue.6 The company lost money this year.

Financial statements

Revenue789106$159.6M in 2025−40% since 2019
0$100.0M$200.0M$300.0M$400.0M2019: $267.0M$267.0M20192020: $278.5M$278.5M2020+4%2021: $335.9M$335.9M2021+21%2022: $296.9M$296.9M2022−12%2023: $226.8M$226.8M2023−24%2024: $177.3M$177.3M2024−22%2025: $159.6M$159.6M2025−10%
Gross profit789106$64.2M in 2025−51% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $131.2M$131.2M20192020: $139.4M$139.4M2020+6%2021: $160.8M$160.8M2021+15%2022: $145.1M$145.1M2022−10%2023: $76.8M$76.8M2023−47%2024: $62.9M$62.9M2024−18%2025: $64.2M$64.2M2025+2%
Operating income789106-$28.0M in 2025
-$100.0M-$50.0M0$50.0M2019: $1.3M$1.3M20192020: $23.9M$23.9M2020+1741%2021: $36.4M$36.4M2021+52%2022: $19.9M$19.9M2022−45%2023: -$53.8M-$53.8M20232024: -$70.4M-$70.4M2024+31%2025: -$28.0M-$28.0M2025−60%
Net income789106-$38.5M in 2025+119% since 2019
-$100.0M-$50.0M0$50.0M2019: -$17.6M-$17.6M20192020: $18.6M$18.6M20202021: $37.4M$37.4M2021+101%2022: $20.2M$20.2M2022−46%2023: -$74.1M-$74.1M20232024: -$74.5M-$74.5M2024+1%2025: -$38.5M-$38.5M2025−48%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Revenues$159.6M$177.3M
Cost of revenues$95.5M$114.4M
Gross profit$64.2M$62.9M
Research and development$32.9M$39.3M
Sales and marketing$31.2M$36.7M
General and administrative$26.4M$26.0M
Depreciation and amortization$1.5M$5.8M
Impairment$192.0K$25.5M
Total operating expenses$92.1M$133.3M
Operating (loss)-$28.0M-$70.4M
Interest expense, net$9.0M$5.8M
Other expense, net$7.0K$52.0K
Loss before income taxes-$37.0M-$76.3M
(Benefit) provision for income taxes$1.5M-$1.9M
Basic-$1.34-$2.65
Diluted-$1.34-$2.65
Basic28.8M shares28.1M shares
Diluted28.8M shares28.1M shares
Net loss-$38.5M-$74.5M
Foreign currency translation adjustment-$440.0K-$546.0K
Comprehensive loss-$39.0M-$75.0M

Compare Cambium Networks with another company

Corporate structure

Cambium Networks sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cambium Networks

  • Cambium Networks Rolling Meadows, Illinois, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cambium Networks reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$44.6M6 Dec 31, 2025$39.7M6 Dec 31, 2024+12.2%
Property and equipment, before depreciation$39.2M6 Dec 31, 2025$49.0M6 Dec 31, 2024−20.1%
Accumulated depreciation$35.7M6 Dec 31, 2025$35.8M6 Dec 31, 2024−0.1%
Property and equipment, net$3.4M6 Dec 31, 2025$4.4M6 Dec 31, 2024−22.1%
Operating-lease assets (leased space)$5.7M6 Dec 31, 2025$6.3M6 Dec 31, 2024−9.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$874.0K6 Dec 31, 2025$874.0K6 Dec 31, 20240%
Finite-lived intangibles, gross$19.3M6 Dec 31, 2024$19.3M10 Dec 31, 20230%
Accumulated amortization$12.7M6 Dec 31, 2024$11.6M10 Dec 31, 2023+9.7%
Finite-lived intangibles, net$06 Dec 31, 2024$7.7M10 Dec 31, 2023−100.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$27.5M6 Dec 31, 2025$42.0M6 Dec 31, 2024−34.5%
Raw materials$13.4M6 Dec 31, 2025$10.8M6 Dec 31, 2024+24.5%
Finished goods$43.0M6 Dec 31, 2025$60.7M6 Dec 31, 2024−29.0%

Properties, in its own words

We occupy approximately 37,000 square feet of office space in Hoffman Estates, Illinois under an operating lease agreement where we have corporate and executive functions, research and development, customer support, operations and administration and finance services. In addition to our headquarters in Hoffman Estates, we lease additional space in the United States in San Jose, California. We also lease office and laboratory space in Ashburton, England and Bangalore, India, as well as small office space in various locations globally, including Mexico City, Mexico, Barcelona, Spain, South Africa and Singapore. We believe our facilities are adequate and suitable for our current needs and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.

For additional information regarding obligations under operating leases, see Note 15. Leases in the Notes to the Consolidated Financial Statements included in Part II, Item 8: “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Item 2 of the 10-K filed May 1, 2026.5

Leadership

Who has led Cambium Networks, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Timeline

  1. Sep 28, 20268-K Entered a material agreement; Completed an acquisition or sale; Executive or director change33
  2. Sep 14, 20268-K Bankruptcy or receivership; Exit or restructuring costs; Executive or director change34
  3. Aug 31, 20268-K Listing notice or transfer35
  4. Jun 26, 20268-K Shareholder vote36
  5. Mar 26, 20268-K Listing notice or transfer37
  6. Mar 26, 20268-K Listing notice or transfer38
  7. Jan 15, 20268-K Listing notice or transfer39
  8. Dec 18, 20258-K Listing notice or transfer; Executive or director change40
  9. Dec 5, 20258-K Listing notice or transfer41
  10. Dec 3, 20258-K Change of auditor42
  11. Dec 1, 20258-K Listing notice or transfer43
  12. Nov 18, 20258-K Results of operations44
  13. Aug 9, 2023New chief executive Morgan C. S. Kurk becomes CEO14
  14. Jun 25, 2019New chief executive Atul Bhatnagar becomes CEO15
  15. 2011Founded Founded1

Calendar

When it reported results

  1. Nov 18, 2025Reported quarterly or annual results44
  2. Aug 26, 2025Reported quarterly or annual results45
  3. Aug 11, 2025Reported quarterly or annual results46
  4. Nov 7, 2024Reported quarterly or annual results47
  5. Aug 8, 2024Reported quarterly or annual results48
  6. May 9, 2024Reported quarterly or annual results49
  7. Mar 15, 2024Reported quarterly or annual results50
  8. Feb 15, 2024Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

232 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 54 major events, 117 insider forms, 6 large holders, 36 other. The latest 20:

  1. Sep 28, 20268-K EDGAR
  2. Sep 14, 20268-K EDGAR
  3. Aug 31, 20268-K EDGAR
  4. Aug 20, 20264 EDGAR
  5. Aug 17, 2026NT 10-Q EDGAR
  6. Jul 14, 20264 EDGAR
  7. Jun 26, 20268-K EDGAR
  8. Jun 3, 20264 EDGAR
  9. May 29, 2026SD EDGAR
  10. May 22, 2026ARS EDGAR
  11. May 22, 2026DEFA14A EDGAR
  12. May 22, 2026DEF 14A EDGAR
  13. May 20, 202610-Q EDGAR
  14. May 20, 20264 EDGAR
  15. May 15, 2026NT 10-Q EDGAR
  16. May 12, 2026PRE 14A EDGAR
  17. May 1, 202610-K EDGAR
  18. Apr 30, 202610-Q EDGAR
  19. Apr 30, 202610-Q EDGAR
  20. Apr 30, 202610-Q EDGAR

The 232 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

16 open-market trades by officers, directors and large owners since October 2021: 7 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 2, 2024Cada-Bartoli Melissa ElizabethGlobal Controller and CAOSale50$1.23$62Form 4
Dec 7, 2023Verma VikramDirectorBuy500$4.58$2.3KForm 4
Dec 6, 2023Verma VikramDirectorBuy1,000$4.60$4.6KForm 4
Dec 5, 2023Verma VikramDirectorBuy1,500$4.61$6.9KForm 4
Dec 4, 2023Verma VikramDirectorBuy1,000$4.75$4.8KForm 4
Nov 16, 2023Lynch Kevin JDirectorBuy15,569$4.03$62.7KForm 4
Nov 15, 2023Nirwan ArchanaChief Human Resources OfficerBuy4,874$4.13$20.1KForm 4
Aug 23, 2023Kurk Neal MBuy11,250$8.82$99.2KForm 4
Jun 7, 2023Rau SallyGeneral CounselSale5,625$17.29$97.3KForm 4
Mar 6, 2023Vivek VibhuSenior VP, ProductsSale22,249$20.27$451.0KForm 4
Nov 30, 2022Vivek VibhuSenior VP, ProductsSale2,249$20.75$46.7KForm 4
Nov 25, 2022Vivek VibhuSenior VP, ProductsSale3,372$20.21$68.1KForm 4
Nov 18, 2022Ryan Ronald GSenior VP, Gbl Channel MgmtSale9,222$20.97$193.4KForm 4
Sep 9, 2022Rau SallyGeneral CounselSale5,625$18.27$102.8KForm 4
Dec 7, 2021Imhoff ScottSenior VP, Product MgmtSale13,000$26.50$344.5KForm 4
Dec 1, 2021Rau SallyGeneral CounselSale6,317$27.49$173.7KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025John Waldron$540.5K54
2025Morgan Kurk55$500.0K$503.8K54
2025Vibhu Vivek58$413.7K$428.0K54
2025Sally Rau67$337.1K$348.5K54
2024President and Chief Executive Officer$500.0K$1.8M54
2024Senior Vice PresidentProducts$413.7K$606.0K54

SEC filer profile

How Cambium Networks is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCambium Networks Corp2
  • CIK0001738177
  • Employer ID (EIN)00-00000005
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inCayman Islands5
  • Fiscal year endsDecember 312
  • Industry code (SIC)3663 Radio & Tv Broadcasting & Communications Equipment2
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance2
  • Business address190 Elgin Avenue, George Town, Grand Cayman, E9 KY1-90082
  • Phone34581476002
  • Shares outstanding29,032,896 as of May 14, 202612
  • Public float$5.4M as of Jun 30, 20255
  • AuditorBDO USA, P.C, Chicago, Illinois PCAOB ID 243; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 7, 20182
  • Filings415 in all: 4 (191), 8-K (70), 3 (22), 10-Q (21), UPLOAD (11), CORRESP (8), 10-K (7), 144 (7)2
    All 39 form types

    DEF 14A (6), S-8 (6), SD (6), DEFA14A (5), DRSLTR (5), NT 10-Q (5), 424B7 (4), 8-K/A (3), ARS (3), DRS/A (3), EFFECT (3), S-1/A (3), SCHEDULE 13G/A (3), NT 10-K (2), S-3 (2), SC 13D/A (2), SCHEDULE 13G (2), SEC STAFF LETTER (2), 3/A (1), 4/A (1), 424B4 (1), 5 (1), 8-A12B (1), CERT (1), CT ORDER (1), DRS (1), FWP (1), PRE 14A (1), S-1 (1), SC 13D (1), SC 13G (1)

  • Latest filingsAnnual report (10-K) May 1, 2026
    Quarterly report (10-Q) May 20, 2026
    Proxy statement (DEF 14A) May 22, 2026
    Latest 8-K (8-K) Sep 28, 2026

Securities registered for trading

ClassSymbolExchange
Ordinary shares, $0.0001 par valueCMBMFNONE

From the cover page of the 10-K filed May 1, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Cambium Networks names in Item 1A of its 10-K filed May 1, 2026: 60 risks under these headings, as written.5

  • Risks related to our business
  • Our ordinary shares have been delisted from Nasdaq and there is no guarantee that our ordinary shares will be regularly traded on the over-the-counter markets.
  • Our operating results can be difficult to predict and may fluctuate significantly, which could result in a failure to meet investor expectations or our guidance and a decline in the trading price of our shares.
  • Our cash requirements may require us to seek additional debt or equity financing and we may not be able to obtain such financing on favorable terms, or at all.
  • We have several material weaknesses in our internal controls over financial reporting which have resulted in our failure to timely file our financial statements. If we fail to remediate these material weaknesses and maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could continue to be impaired.
  • Our credit facility contains restrictive financial covenants that limit our operating flexibility. Our continued failure to comply with all of these financial covenants has caused us to be in default, which could have an adverse effect on our business and prospects.
  • We have been and continue to be unable to meet our financial covenants under our Credit Agreement, which creates doubt about our ability to continue as a going concern.
  • There is substantial doubt about our ability to continue as a going concern; accordingly, holders of our ordinary shares could suffer a total loss of their investment.
  • The introduction of new products and technology is key to our success, and if we fail to predict and respond to emerging technological trends and network operators’ changing needs, we may be unable to remain competitive.
  • Enhanced United States tax, tariff, import/export restrictions, regulations or other trade barriers, including any such restrictions, regulations, or trade barriers adopted by other governments, may have a negative effect on global economic conditions, financial markets and our business.
  • Adverse economic conditions, continuing uncertain economic conditions or reduced information technology and network infrastructure spending may adversely affect our business, financial condition, results of operations and prospects.
  • Terrorism, war, and other events may harm our business, operating results and financial condition.
The other 49 risks
  • Competitive pressures may harm our business, revenues, growth rates and market share.
  • If our distributors do not effectively manage inventory of our products, fail to timely resell our products or overestimate expected future demand, they may reduce purchases in future periods, causing our revenues and operating results to fluctuate or decline.
  • Our gross margin varies from period to period, is difficult to predict and may decline in the future.
  • If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.
  • We rely on third-party manufacturers, which subjects us to risks of product delivery delays and reduced control over product costs and quality.
  • We outsource manufacturing to third-party manufacturers operating outside of the U.S., subjecting us to risks of international operations.
  • We require third-party components, including components from limited or sole source suppliers, to build our products. The unavailability of these components could substantially disrupt our ability to manufacture our products and fulfill sales orders.
  • We may face increased costs or other logistics challenges in the shipment of our products, which may increase the cost of revenues or result in a delay in shipments to customers.
  • Our third-party logistics and warehousing provider may fail to deliver products to our channel partners and network operators in a timely manner, which could harm our reputation and operating results.
  • We rely on distributors and value-added resellers for the substantial majority of our sales, and the failure of our channel partners to promote and support sales of our products would materially reduce our expected future revenues.
  • If we or our distributors and channel partners are unable to attract new end users or sell additional products to end users that currently use our products, our revenue growth would be adversely affected, and our revenues could decrease.
  • Our products are technologically complex and may contain undetected hardware defects or software bugs, which could result in increased warranty claims, increased costs, loss of revenues and harm to our reputation.
  • Our ability to sell our products is highly dependent on the quality of our support and services offerings, and our failure to offer high-quality support and services could have a material adverse effect on our business, operating results and financial condition.
  • A portion of our revenues are generated by sales to government entities, which are subject to a number of challenges and risks.
  • We generate a significant amount of revenues from sales outside of the United States, and we are therefore subject to a number of risks associated with international sales and operations.
  • We are exposed to the credit risk of our channel partners, which could result in material losses.
  • If we do not effectively deploy and train our direct sales force, we may be unable to increase sales.
  • Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales and revenues are difficult to predict and may vary substantially from period to period.
  • The loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair our ability to expand our business.
  • We may acquire other businesses or divest assets, which could require significant management attention, disrupt our business, dilute shareholder value and adversely affect our operating results.
  • We face risks related to actual or threatened health epidemics and other outbreaks, which could significantly disrupt our manufacturing, sales and other operations.
  • Risks related to our industry
  • New regulations or standards or changes in existing regulations or standards in the United States or internationally related to our products may result in unanticipated costs or liabilities, which could have a material adverse effect on our business, results of operations and future sales.
  • A substantial portion of our product portfolio relies on the availability of unlicensed RF spectrum and if such spectrum were to become unavailable through overuse or licensing, the performance of our products could suffer and our revenues from their sales could decrease.
  • If we do not successfully anticipate technological shifts and develop products and product enhancements that meet these technological shifts in a timely manner, we may not be able to compete effectively and our results of operations, financial conditions and prospects may suffer.
  • We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws.
  • We do business in countries with a history of corruption and transact business with foreign governments, which increases the risks associated with our international activities.
  • If we fail to comply with environmental requirements, our business, financial condition, operating results and reputation could be adversely affected.
  • If we are not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our business, results of operations and financial condition could be harmed.
  • Our actual or perceived failure to comply with applicable data protection laws or adequately protect personal data could result in claims of liability against us, damage our reputation or otherwise materially harm our business.
  • Risks related to our intellectual property
  • Cyber-attacks, and other security incidents on our or our service providers' system may disrupt our operations, harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business; and cyber-attacks or other security attacks in cloud-based services provided by or enabled by us, could result in claims of liability against us, damage our reputation or otherwise materially harm our business.
  • Vulnerabilities and critical security defects, prioritization decisions regarding remedying vulnerabilities or security defects, failure of third-party providers to remedy vulnerabilities or security defects, or customers not deploying security releases or deciding not to upgrade products, services or solutions could result in claims of liability against us, damage our reputation, or otherwise materially harm our business.
  • Issues related to the development and use of artificial intelligence (AI) could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.
  • If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we may incur significant expenses to enforce our rights.
  • Claims by others that we infringe their intellectual property rights could harm our business.
  • If our third-party manufacturers do not respect our intellectual property and trade secrets and produce competitive products using our design, our business would be harmed.
  • Our operating results may be adversely affected and damage to our reputation may occur due to production and sale of counterfeit versions of our products.
  • We use open source software in our products that may subject our firmware to general release or require us to re-engineer our products and the firmware contained therein, which may cause harm to our business.
  • We rely on the availability of third-party licenses, the loss of which could materially harm our ability to sell our products.
  • Our obligation to indemnify our channel partners or end users against intellectual property infringement claims could cause us to incur substantial costs.
  • Financial and accounting risks
  • We are exposed to fluctuations in currency exchange rates, which could adversely affect our business, financial condition, results of operations and prospects.
  • We may face exposure to unknown tax liabilities, which could adversely affect our financial condition, cash flows and results of operations.
  • Risks related to ownership of our ordinary shares
  • Because Vector Capital holds a controlling interest in us, the influence of our public shareholders over significant corporate actions will be limited.
  • We are a controlled company within the meaning of Nasdaq rules and, although our ordinary shares are no longer listed on Nasdaq, we continue to rely on exemptions from certain corporate governance requirements. In the event that we regain our listing on Nasdaq and become subject to the Nasdaq listing rules again, we may not be able to meet the additional requirements imposed by Nasdaq on non-controlled companies if we lose our controlled company status.
  • The price of our shares has been and may continue to be volatile, and shareholders could lose all or part of their investment.
  • Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our shares.
  • Because we are incorporated under Cayman Islands law, shareholders may face difficulties in protecting their interests, and the ability to protect rights through U.S. courts may be limited.
  • We have in the past and could in the future be subject to securities litigation, which is expensive and could divert management attention.
  • Our directors may have conflicts of interest because of their ownership of equity interests of, and their employment with, our majority shareholders or its affiliates.
  • General risks
  • If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed.

Legal proceedings

Third parties may from time to time assert legal claims against us.

Other claims

We have in the past and may again in the future be subject to securities class action lawsuits asserting 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 during specified class periods and alleging that the Company and/or certain of its executive officers have made false and misleading statements and failed to disclose material adverse facts about our business, operation, and prospects in violation of Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act.

The opening of Item 3, Legal Proceedings.5

Sources

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  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
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  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54