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(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTO Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Trading Symbol(s) TheNasdaqCapital Market Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of June 30, 2024 (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate marketvalue of the Registrant’s common stock held by non-affiliates of the Registrant was approximately$67.4million, based on theclosing price of the Registrant’s common stock on The Nasdaq Capital Market of $6.04 per share. DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the Registrant’s definitive proxy statement for the 2023 annual meeting of stockholders to be filed with theSecurities and Exchange Commission pursuant to Regulation 14A not later than 120 days after end of the fiscal year covered by thisForm 10-K are incorporated by reference into Part III of this Form 10-K. AIRGAIN, INC.TABLE OF CONTENTSFORM 10-KFor the Year Ended December 31, 2024 PART IItem 1. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities[Reserved]Management’s Discussion and Analysis of Financial Condition and Results ofOperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and FinancialDisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections Item 6.Item 7. Item 7A.Item 8.Item 9. Item 9A.Item 9B.Item 9C PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accounting Fees and Services Item 11.Item 12. Item 13.Item 14. PART IVItem 15. Exhibits, Financial Statemen