8-K - MOBX - Equibles

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): October 15, 2024

MOBIX

LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40621	98-1591717
(State<br> or other jurisdiction<br><br> of incorporation)	(Commission<br><br> <br>File Number)	(IRS<br> Employer<br><br> Identification No.)
15420 Laguna Canyon Road, Suite 100<br><br> <br>Irvine, California	**<br><br> <br>92618**
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (949) 808-8888

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:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class<br> A Common Stock, par value $0.00001 per share	MOBX	Nasdaq<br> Global Market
Redeemable<br> warrants, each warrant exercisable for one share of Class A Common Stock	MOBXW	Nasdaq<br> 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. ☐

Item2.02 Results of Operations and Financial Condition.

On October 15, 2024, Mobix Labs, Inc.(the “Company”) issued a press release announcing selected preliminary financial results for its fiscal fourth quarter and year ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item7.01 Regulation FD

On October 17, 2024, the Company issued a press release discussing the Company’s 2024 growth. A copy of the press release is furnished as Exhibit 99.2.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Mobix Labs, Inc. on October 15, 2024.
99.2	Press Release issued by Mobix Labs, Inc. on October 17, 2024.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Mobix Labs, Inc.
Date:<br> October 21, 2024	By:	/s/ Keyvan Samini
	Name:	Keyvan<br> Samini
	Title:	President<br> and Chief Financial Officer

Exhibit99.1

MobixLabs Achieves 44% Sequential Revenue Growth in Fiscal Q’4 2024

Annualrevenue of more than $6.4 million increases 426% compared to fiscal 2023

Acquisitionstrategy continues to fuel increasing customer demand

IRVINE,Calif., October 15, 2024 — Mobix Labs Inc. (Nasdaq: MOBX) (“Mobix Labs”), a leader in advanced connectivity solutions, today announced selected preliminary results for its fiscal fourth quarter and year ended September 30, 2024.

Based on preliminary unaudited information, Mobix Labs expects that its revenue for the quarter ending September 30, 2024 will exceed $2.9 million, an increase of more than 44 percent sequentially, driven by defense application products.

“We are pleased with our quarterly revenue growth, particularly the contributions from our recent acquisition of RaGE Systems,” said Keyvan Samini, President and Chief Financial Officer of Mobix Labs. “Our expected 44% sequential revenue growth was largely driven from products that enhance security solutions, specifically in systems requiring robust, mission-critical communications.”

“This has been a transformative year for Mobix Labs,” said Fabian Battaglia, Chief Executive Officer of Mobix Labs. “We became a public company, completed multiple acquisitions and we’ve grown our fiscal 2024 revenue an impressive 426% compared to fiscal 2023. These preliminary results confirm that our acquisition strategy is working and continuing to grow and diversify customer demand for our expanding portfolio of innovative products.”

Mobix Labs expects to release full fiscal fourth quarter earnings results, including its Annual Report on Form 10-K, in December 2024.

AboutMobix Labs, Inc.

At Mobix Labs, we’re committed to transforming connectivity by partnering closely with our customers to deliver advanced semiconductor and wireless systems solutions tailored to their needs. Based in Irvine, California, we specialize in four key areas; EMI Interconnect Solutions for secure aerospace and GPS systems, Active Optical Cables (AOC) for high-speed AI datacenter interconnects, 5G IC Solutions for mmWave communications, and Wireless Systems Solutions, including joint design and manufacturing services for RF technologies, serving customers in 5G, radar, and imaging sensors. Through deep collaboration and innovation, we’re shaping the future of connectivity. Visit mobixlabs.com and follow us on LinkedIn.

Mobix Labs and the logo, are among the trademarks of Mobix Labs. Other trademarks are the property of their respective owners.

Forward-LookingStatements

Thispress release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Mobix Labs’expected results for the quarter and year end and expected operating performance, are forward-looking statements. The preliminary financialand operating results presented herein are an estimate and subject to the completion of Mobix Labs’ financial closing and otherprocedures and finalization of Mobix Labs’ consolidated financial statements for its quarter and year ended September 30, 2024,including the completion of the audit of Mobix Labs’ financial statements. Accordingly, actual financial and operating resultsthat will be reflected in Mobix Labs’ Annual Report on Form 10-K for the year ended September 30, 2024, including its audited financialstatements, when they are completed and publicly disclosed may differ from these preliminary results. In addition, any statements regardingMobix Labs’ estimated financial performance for the fourth fiscal quarter 2024 do not present all information necessary for anunderstanding of Mobix Labs’ financial condition and results of operations as of and for the quarterly period ended September 30,2024. Although Mobix Labs believes that the expectations reflected in the forward-looking statements are reasonable, Mobix Labs cannotguarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-lookingstatements will occur. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actualresults to differ materially from those contained in any forward-looking statement. As a result of a number of known and unknown risksand uncertainties, the actual results or performance of Mobix Labs may be materially different from those expressed or implied by theseforward-looking statements. Some factors that could cause actual results to differ include the risk that the price of Mobix Labs’securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which it operates,variations in performance across competitors, changes in laws, regulations, technologies, the global supply chain, and macro-economicand social environments affecting our business; Mobix Labs’ ability to regain compliance and maintain its listing of securitieson Nasdaq; the risks concerning Mobix Labs’ ability to continue as a going concern; the inability to meet future capital requirementsand risks related to Mobix Labs’ ability to raise additional capital including potential dilution to its stockholders; the riskthat Mobix Labs is unable to successfully commercialize its products and solutions, or experience significant delays in doing so; therisk that Mobix Labs may not be able to generate income from operations in the foreseeable future; the risk that Mobix Labs’ experiencesdifficulties in managing its growth and expanding operations; the risk that Mobix Labs may not be able to consummate planned strategicacquisitions, or fully realize anticipated benefits or capture synergies from past or future acquisitions or investments; the risk thatMobix Labs may be unable to successfully defend itself in ongoing litigation or that additional actions may be commenced against MobixLabs; the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incursubstantial costs in enforcing and protecting its intellectual property; the risk of being an early stage company and that Mobix Labs’limited operating history may make it difficult to evaluate its future prospects and the risks and challenges that Mobix Labs may encounter;the risk that Mobix Labs cannot predict whether it will maintain revenue growth; the risk that the markets for Mobix Labs’ productsand solutions are highly competitive; the risk that future sales of Mobix Labs’ Class A Common Stock may cause the market priceof its Class A Common Stock to drop significantly, even if its business is doing well; and inflation and unfavorable global economicconditions could adversely affect Mobix Labs’ business. In addition, these forward-looking statements and the information in thispress release are qualified in their entirety by cautionary statements and risk factor disclosures contained in Mobix Labs’ Securitiesand Exchange Commission (“SEC”) filings, including the prospectus filed on August 29, 2024, its Quarterly Report on Form10-Q for the quarter ended June 30, 2024, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and any subsequent SECfilings. All forward-looking statements in this press release are based on information available to Mobix Labs on the date hereof, andMobix Labs assume no obligation to update such statements.

MediaContact:

Jeff Fox, The Blueshirt Group

jeff@blueshirtgroup.com

InvestorContact:

Lori Barker, The Blueshirt Group

lori@blueshirtgroup.com

Exhibit99.2

Mobix Labs’ Board Members Jimmy Peterson and David Aldrich Praise Company’s Success and Growth in 2024

FollowingMicrosemi Playbook Leads to 426% Revenue Increase Over Prior Fiscal Year

IRVINE,Calif., Oct. 17, 2024 — Mobix Labs Inc. (Nasdaq: MOBX) (“Mobix Labs”), a leader in advanced connectivity solutions for defense, military and communications applications, led by such industry board veterans as Jimmy Peterson and Dave Aldrich, has achieved remarkable financial growth over the past fiscal year, with preliminary figures showing a 426% increase in revenue.

In the last ten months alone, the company has gone public and announced three significant acquisitions as it continues to chart a robust M&A growth trajectory.

Jimmy Peterson, Mobix Labs’ Executive Chairman, celebrated for his role as former CEO of Microsemi, praised the Mobix Labs team for their execution and vision. “I am incredibly impressed by the strategic direction Mobix Labs has taken and the momentum they’ve achieved in such a short time,” said Peterson. “This team is focused, driven, and effectively recreating the success we built at Microsemi. I have no doubt Mobix Labs is on a path to becoming a dominant player in the semiconductor sector and the company continues to expand into the military, defense and aerospace sectors.”

Board member Dave Aldrich, the well-known former CEO and Chairman of Skyworks Solutions, also expressed his confidence in the company’s future. “Mobix Labs has shown that it’s not only growing but doing so with purpose and precision,” said Aldrich. “The company is focused on executing on a strategy that will yield both near- and long-term benefits for shareholders, customers, and partners alike. I am thrilled to be part of a team that has such a clear vision for building an industry powerhouse.”

The company’s revenue growth and ambitious M&A activities reflect its ongoing commitment to expansion and innovation in the military, defense, aerospace, communications, and high reliability sectors. Following a focused plan of acquisitions, Mobix Labs has positioned itself for continued success with recent acquisitions playing a pivotal role in expanding its technology portfolio and customer base.