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~~July 1115, 2025

AIRGAIN, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37851	95-4523882
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
3611 Valley Centre Drive Suite 150
3611 Valley Centre DriveSuite 150
San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		AIRG		Nasdaq Capital Market

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 5.0702 SubmissionDeparture of MattersDirectors toor aCertain VoteOfficers; Election of SecurityDirectors; HoldersAppointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Airgain~~On July 15, ~~Inc.~~2025, (the ~~“Company”)~~board ~~held~~of ~~its~~directors ~~2024 Annual Meeting~~ of ~~Stockholders on June 11~~Airgain, ~~2025~~Inc. (the “~~Annual Meeting~~Company”). Atapproved ~~the~~an ~~Annual~~amendment ~~Meeting,~~ (the ~~Company’s~~“Inducement ~~stockholders~~Plan ~~considered~~Amendment”) ~~three~~to ~~proposals~~the Airgain, ~~each~~Inc. of2021 ~~which~~Employment isInducement ~~described~~Incentive ~~briefly~~Award ~~below~~Plan ~~and~~to inincrease ~~more~~the ~~detail~~shares inof the Company’s ~~definitive~~common ~~proxy~~stock ~~statement~~reserved ~~dated~~for ~~April~~issuance ~~29,~~thereunder ~~2025~~from ~~(the~~an ~~“Proxy~~aggregate ~~Statement”).~~of ~~The~~700,000 ~~final~~shares ~~voting~~to ~~results~~an ~~for~~aggregate ~~each~~of ~~proposal~~1,100,000 ~~are set forth below~~shares.

~~Proposal~~The 1foregoing –description Toof ~~elect~~ the ~~following~~Inducement ~~directors~~Plan Amendment does not purport to ~~serve~~be ascomplete ~~Class~~and ~~III~~is ~~directors~~qualified ~~for~~in aits ~~three-year~~entirety ~~term~~by reference to ~~expire~~the atfull text of the ~~2028~~Inducement ~~Annual~~Plan ~~Meeting~~Amendment, ofwhich ~~Stockholders~~will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

Nominee	For	Withheld	Broker Non-Votes
Kiva A. Allgood	2,817,260	2,355,943	4,943,825
Thomas A. Munro	3,285,761	1,887,442	4,943,825
Jacob Suen	2,824,338	2,348,865	4,943,825

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the requirements of the ~~above~~Securities ~~results~~Exchange ~~each~~Act ~~nominee~~of ~~was~~1934, ~~elected~~the registrant has duly caused this report to ~~serve~~be assigned aon ~~director~~its behalf by the undersigned hereunto duly authorized.

Proposal 2 – To consider and vote upon the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


			AIRGAIN, INC.

Date:	July 16, 2025	By:	/s/ Michael Elbaz
			Name: Michael Elbaz Title: Chief Financial Officer and Secretary

For		Against		Abstain		Broker Non-Votes
10,073,492		21,172	22,364			—

In accordance with the above results, the selection of Grant Thornton LLP was ratified.

Proposal 3 – To consider and vote upon, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

For		Against		Abstain		Broker Non-Votes
2,685,084		2,476,510	11,609			4,943,825

In accordance with the above results, the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis.

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.

	AIRGAIN, INC.
Date: June 13, 2025	By:	/s/ Michael Elbaz
	Name:	Michael Elbaz
	Title:	Chief Financial Officer

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