UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 5, 2018

AIRGAIN, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (760) 579-0200

(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 (see General Instruction A.2. below):

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.  ☐

Effective February 5, 2018, the board of directors of Airgain, Inc. (the “Company”) appointed Anil Doradla as the Company’s Chief Financial Officer.

Prior to joining the Company, Mr. Doradla, age 48, served as an Equity Research Analyst at William Blair & Company where he covered a variety of companies in the technology space, a position he held since 2008. He also served in the equity research group at Deutsche Bank and in the equity research group at Caris & Company. Prior to working on Wall Street, Mr. Doradla held a variety of strategic and engineering roles at SBC Labs and LCC International, Inc. He holds a Master of Science in Electrical Engineering from Virginia Tech University and a Master of Business Administration from the McCombs School of Business at the University of Texas at Austin.

There are no family relationships between Mr. Doradla and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Leo Johnson, the Company’s previous Chief Financial Officer, will continue to serve as the Company’s principal financial and accounting officer for filings under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until the date the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which filing will be made on or before March 30, 2018. Following such filing, Mr. Doradla will begin to serve as the Company’s principal financial and accounting officer, replacing Mr. Johnson in such capacities.

In connection with the commencement of his employment, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Doradla, dated February 5, 2018, pursuant to which he will receive an annual base salary of $325,000 and will be eligible to receive an annual incentive bonus at an initial target for calendar year 2018 of 60% of his annual base salary. Mr. Doradla is also entitled to participate in all employee benefit plans, programs and arrangements maintained by the Company and made available to employees generally and to receive reimbursement for all reasonable and necessary business expenses incurred on behalf of the Company.

Pursuant to the Employment Agreement, in connection with the commencement of his employment on February 5, 2018, Mr. Doradla received stock options to purchase up to 50,000 shares of the Company’s common stock under the Company’s 2016 Incentive Award Plan (the “Plan”). The stock options have an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant. The stock options will vest over a four-year period, with 25% of the options vesting on the first anniversary of the date of grant, and 1/48th of the original number of shares subject to the options vesting on each one-month period thereafter, subject to Mr. Doradla’s continued service to the Company through the applicable vesting dates. In addition, the stock options shall become fully vested and exercisable in connection with certain qualifying terminations of service or a change in control of the Company, as described in the Employment Agreement. The stock options have a term of ten years from the date of grant.

Pursuant to the Employment Agreement, if the Company terminates Mr. Doradla’s employment without cause (as defined in the Employment Agreement) or he resigns for good reason (as defined in the Employment Agreement), in addition to the payment of his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled (the “Accrued Obligations”), he will be entitled to the following severance and benefits, subject to his execution of a release of claims against the Company: (1) a lump sum cash payment in an amount equal to six months of his annual base salary as in effect immediately prior to the date of termination; and (2) the continuation of his health and dental coverage pursuant to COBRA at the Company’s expense for a period of 6 months following the date of termination. In addition, in the event of a termination without cause or resignation for good reason within 12 months following a change in control (as defined in the Employment Agreement), in addition to the payment of all Accrued Obligations, Mr. Doradla will be entitled to receive the following severance and benefits, subject to his execution of a release of claims against the Company: (1) a lump sum cash payment in an amount equal to (i) twelve months of his annual base salary as in effect immediately prior to the date of termination, plus (ii) his full target bonus for the calendar year during which such date of termination occurs; and (2) the continuation of his health and dental coverage pursuant to COBRA at the Company’s expense for a period of 18 months following the date of termination.

If Mr. Doralda is terminated as a result of his death or following his permanent disability, in addition to the payment of all Accrued Obligations, he or his estate, as applicable, is entitled to the following payments and benefits: a lump sum cash payment in an amount equal to his earned bonus for the calendar year during which his date of termination occurs calculated as of the date of termination, prorated for such portion of the calendar year during which such termination occurs that has elapsed through the date of termination.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

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.