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): June 2, 2021

CAMBIUM NETWORKS CORPORATION

(Exact name of registrant as specified in its charter)

c/o Cambium Networks, Inc.

3800 Golf Road, Suite 360

Rolling Meadows, Illinois 60008

(Address of principal executive offices)

+1 (345) 943-3100

(Registrant’s telephone number, including area code)

N/A

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

On June 2, 2021, in connection with the previously-announced underwritten public offering, Cambium Networks Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, the several underwriters listed in Schedule 1 thereto (the “Underwriters”), and Vector Cambium Holdings (Cayman), L.P. (“VCH, L.P.”), which is owned by Vector Capital and certain of its affiliates (together, with VCH, L.P., “Vector Capital”), pursuant to which Vector Capital agreed to sell 2,000,000 shares of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), to the Underwriters at a price to the public of $48.00 per share (the “Offering”).  Pursuant to the Underwriting Agreement, Vector Capital also granted the Underwriters a 30-day option to purchase up to an additional 300,000 Ordinary Shares. The Company did not sell any shares in the Offering and did not receive any proceeds from the Offering.

The Offering was made pursuant to a Registration Statement (No. 333-255851) on Form S-3, which was filed by the Company with the Securities and Exchange Commission on May 7, 2021, and declared effective on May 12, 2021, as supplemented by a preliminary prospectus supplement dated June 1, 2021.

The Underwriting Agreement contains the terms and conditions for the sale by Vector Capital of such Ordinary Shares to the Underwriters, customary representations, warranties and covenants by the Company and Vector Capital, indemnification and contribution obligations by each of the parties to the Underwriting Agreement, and other terms and conditions customary in agreements of this type.

The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

SIGNATURE

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