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 13, 2020  

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):

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 (§ 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 1.01Entry into a Material Definitive Agreement.

On February 13, 2020, Airgain, Inc. (the “Company”) entered into the First Amendment to Office Lease (the “Lease Amendment”) with Kilroy Realty, L.P. to amend the Office Lease, dated June 13, 2013 (the “Office Lease”), relating to the Company’s corporate headquarters in San Diego, California.  The Lease Amendment extends the term for the Office Lease from June 30, 2020, until its new expiration on November 30, 2025.  The Lease Amendment provides that the annual base rent for the leased space shall be $588,376.80, or $49,031.40 on a monthly basis, for the 12-month period beginning July 1, 2020, which amount shall increase 3% annually beginning on July 1, 2021.  The Company is entitled to base rent abatement for a specified period beginning on July 1, 2020.  Pursuant to the terms of the Lease Amendment, the Company will deliver to Kilroy Realty a letter of credit in the amount of $175,000, subject to annual reduction, as collateral for the full performance of the Company of all of its obligations under the Office Lease. In addition the Lease Amendment removed the ability for the Company to further extend the lease term by a period of three years upon expiration in 2025.

The foregoing description of the Lease Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K to be filed with respect to the fiscal year ending December 31, 2019.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 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.