8-K

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

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Date of Report (Date of earliest event reported): February 18, 2025

MOBIX

LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40621	98-1591717
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
15420 Laguna Canyon Road, Suite 100<br><br> <br>Irvine, California	92618
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(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 February 18, 2025, Mobix Labs, Inc. issued a press release announcing its financial results for its fiscal quarter ended December 31, 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.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Mobix Labs, Inc. on February 18, 2025.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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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> February 21, 2025	By:	/s/ Keyvan Samini
	Name:	Keyvan<br> Samini
	Title:	President<br> and Chief Financial Officer

Exhibit99.1

Mobix Labs, Inc. Announces First Quarter 2025 Financial Results

February 18, 2025

~ Revenue Growth and Margin Expansion Highlight a Strong Start to the Year ~

IRVINE, Calif.—(BUSINESS WIRE)—Feb. 18, 2025— Mobix Labs, Inc. (Nasdaq: MOBX) (“Mobix Labs” or the “Company”), a leading provider of advanced connectivity solutions, today announced financial results for the first quarter of fiscal 2025, which ended December 31, 2024.

“We are pleased with our strong start to fiscal 2025, demonstrating continued revenue growth,” said Fabian Battaglia, CEO of Mobix Labs. “Our strategic acquisitions and expanding product portfolio continue to drive demand across key sectors, positioning us well for sustained growth.”

Battaglia further commented “our revenue growth increased 11-fold compared to the same fiscal quarter last year, underscoring our exceptional growth trajectory. Along with our fourth consecutive quarter of reduced operating losses. We remain focused on driving financial discipline while pursuing strategic opportunities to enhance shareholder value.”

FinancialHighlights for First Quarter 2025

●	Revenue: $3.17 million, exceeding guidance provided in prior earnings<br> call;
●	Adjusted Gross Margin: $54.1%
●	Adjusted Loss from Operations: $2.5 million, an improvement of 28.9%<br> from the prior fiscal quarter.

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RecentBusiness Highlights

●	Successfully integrated recently acquired companies, enhancing product offerings and expanding market reach.
●	Strengthened relationships with key aerospace and defense customers through EMI and connectivity solutions.
●	Expanded research collaborations in next-generation connectivity and multi-spectral imaging applications.

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Non-GAAPFinancial Measures

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP measures of financial performance, including:

●	Adjusted Gross Profit, which is defined as GAAP Gross Profit excluding amortization of acquisition-related intangible assets, inventory write-offs and stock-based compensation expense; and
●	Adjusted Loss from Operations, which is defined as GAAP Loss from Operations excluding depreciation, amortization of acquisition-related intangible assets, merger and acquisition-related expenses, inventory write-offs and stock-based compensation expense.

The Company’s management believes it is useful to consider these non-GAAP financial measures, together with the corresponding GAAP financial measures, as they provide more transparency into current business trends, exclusive of the effects of certain non-cash expenses, acquisition-related charges, and items that may not be present in comparative fiscal periods.

Management believes that, when considered together with reported GAAP financial measures, these non-GAAP financial measures are useful to investors and management in understanding the Company’s ongoing operations and operating trends and in analyzing the Company’s underlying financial performance.

These non-GAAP financial measures are not intended to be considered in isolation from, as a substitute for, or superior to, the comparable GAAP measures. These non-GAAP financial measures may be different from similarly titled measures used by other companies. In the future, Mobix may consider whether other items should also be excluded in calculating the non-GAAP financial measures it uses. Management believes that the presentation of these non-GAAP financial measures provides investors with additional useful information to measure Mobix Labs’ financial and operating performance. In particular, these measures facilitate comparison of our operating performance between periods and may help investors to understand better our operating results.

Internally, management uses these non-GAAP financial measures in assessing the Company’s operating results and in planning and forecasting. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is contained in the financial tables to this press release.

ConferenceCall Information

Event:	Mobix<br> Labs, Inc. First Quarter 2025 Earnings Call
Date:	Tuesday,<br> February 18, 2025
Time:	2:00pm<br> Pacific Time / 5:00pm Eastern Time
Webcast:	Investors<br> at Mobix Labs
Dial-in Number:	Click<br> here to Register for call.

Shortly after the completion of the conference call, an archived version of the webcast will be available on the Company’s investor relations website at investors.mobixlabs.com.

AboutMobix Labs, Inc.

Mobix Labs designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching and electromagnetic interference (“EMI”) filtering technologies. Our solutions are used in the consumer commercial, industrial, automotive, medical, aerospace, defense and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits (“ICs”) targeting the commercial, industrial, and defense and aerospace sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications.

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 theU.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about (i) ourexpectations regarding customer demand and requests for proposals as well as our ability to expand our customer base and productofferings; (ii) our financial outlook, including expectations regarding revenue growth and adjusted loss from operations; (iii) ourability to secure additional financing and any strategic initiatives, specifically with respect to synergistic product acquisitions;(iv) our expectations regarding our intent to acquire Spacecraft and any other possible acquisitions and (v) the impact of anystrategic partnerships on our business, are forward-looking statements. Although Mobix Labs believes that the expectations reflectedin the forward-looking statements are reasonable, Mobix Labs cannot guarantee future results, levels of activity, performance,achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward- looking statementsinvolve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from thosecontained in any forward-looking statement. As a result of a number of known and unknown risks and uncertainties, the actual resultsor performance of Mobix Labs may be materially different from those expressed or implied by these forward- looking statements. Somefactors that could cause actual results to differ include our ability to enter into a definitive agreement to acquire Spacecraft, aswell as our ability to meet the closing conditions to acquire Spacecraft; the inability to meet future capital requirements andrisks related to Mobix Labs’ ability to raise additional capital; the risk that Mobix Labs is unable to successfullycommercialize its products and solutions, or experience significant delays in doing so; the risk that Mobix Labs may not be able togenerate income from operations in the foreseeable future; the risks concerning Mobix Labs’ ability to continue as a goingconcern; the inability to maintain the listing of Mobix Labs’ securities on Nasdaq; the risk that the price of MobixLabs’ securities may be volatile due to a variety of factors, including changes in the highly competitive industries in whichMobix Labs operates, variations in performance across competitors, changes in laws, regulations, technologies, the global supplychain, and macro- economic and social environments affecting Mobix Labs’ business and changes in the combined capitalstructure; the risk that Mobix Labs experiences difficulties in managing its growth and expanding operations; the risk that MobixLabs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or futureacquisitions or investments; the risk that litigation may be commenced against Mobix Labs; the risk that Mobix Labs’ patentapplications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing andprotecting its intellectual property; Mobix Labs’ reliance on a limited number of customers and retaining those customers; theimpact of health epidemics, such as the COVID-19 pandemic, on Mobix Labs’ business and industry and the actions Mobix Labs maytake in response thereto and to other geopolitical concerns; and in some cases, forward-looking statements can be identified bywords or phrases such as “may,” “will,” “expect,” “anticipate,”“target,” “aim,” “estimate,” “intend,” “plan,” “believe,”“potential,” “continue,” “is/are likely to” or other similar expressions. The foregoing list offactors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described inthe “Risk Factors” section of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission(“SEC”) on August 14, 2024, and in any subsequent filings with the SEC. All information provided in this press releaseis as of the date of this press release, and Mobix Labs undertakes no duty to update such information, except as required underapplicable law.

MobixLabs, Inc.

CondensedConsolidated Statements of Operations and Comprehensive Income (Loss)

(unaudited, in thousands, except share and per share amounts)

	Three months ended December 31,						FY
	2024			2023			Inc (Dec)		%
Net revenue	$	3,169		$	285					1011.9	%
Cost of revenue		1,482			329					350.5	%
Gross profit		1,687			(44	)				nm
Research and development		611			1,562			)		-60.9	%
Selling, general and administrative		15,706			15,663					0.3	%
Loss from operations		(14,630	)		(17,269	)				-15.3	%
Interest expense		211			857			)		-75.4	%
Change in fair value of earnout liability		1,940			(24,764	)				-107.8	%
Change in fair value of warrants		2,658			60					nm
Change in fair value of PIPE make-whole liability		-			2,904			)		-100.0	%
Merger-related transaction costs expensed		-			4,009			)		-100.0	%
Other non-operating losses, net		402			10					nm
Loss before income taxes		(19,841	)		(345	)		)		nm
Provision (benefit) for income taxes		(2	)		(1,280	)				-99.8	%
Net income (loss) and comprehensive income (loss)	$	(19,839	)	$	935			)		nm
Net income (loss) per share of Class A and Class B Common Stock:
Basic	$	(0.52	)	$	0.04
Diluted	$	(0.52	)	$	0.04
Weighted-average common shares outstanding:
Basic		38,425,566			18,617,656
Diluted		38,425,566			23,316,071

All values are in US Dollars.

MobixLabs, Inc.

Reconciliationof Non-GAAP Financial Measures

(unaudited, in thousands)

	Three months ended December 31,
	2024			2023
Computationof Adjusted Loss from Operations:
GAAP loss from operations	$	(14,630	)	$	(17,269	)
Depreciation		123			113
Amortization of acquisition related intangible assets		471			237
Merger & acquisition- related expenses		1,646			117
Stock-based compensation expense		9,802			12,705
Adjusted loss from operations	$	(2,588	)	$	(4,097	)
	Three months ended December 31,
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	2024			2023
Computationof Adjusted Gross Profit:
GAAP gross profit	$	1,687		$	(44	)
GAAP gross margin %		53.2	%		-15.4	%
Amortization of acquisition-related intangible assets		11			68
Stock-based compensation expense		16			-
Adjusted Gross Profit	$	1,715		$	24
Adjusted Gross Margin %		54.1	%		8.4	%

MobixLabs, Inc.

CondensedConsolidated Balance Sheets

(unaudited, in thousands, except share and per share amounts)

			September 30, 2024
ASSETS
Current assets
Cash	405		$	266
Accounts receivable, net	1,876			2,813
Inventory	1,242			1,725
Prepaid expenses and other current assets	301			467
Total current assets	3,824			5,271
Property and equipment, net	1,070			1,177
Intangible assets, net	14,740			15,211
Goodwill	16,066			16,066
Operating lease right-of-use assets	1,084			1,022
Other assets	487			341
Total assets	37,271		$	39,088
LIABILITIES<br>AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	10,944		$	10,833
Accrued expenses and other current liabilities	11,894			10,325
Deferred purchase consideration	2,272			2,380
Notes payable, current	723			398
Notes payable - related parties, current	2,023			1,743
Operating lease liabilities, current	583			428
Total current liabilities	28,439			26,107
Notes payable, noncurrent	71			200
Notes payable - related parties, noncurrent	802			1,082
Earnout liability	3,620			1,680
Deferred tax liability	315			320
Operating lease liabilities, noncurrent	901			1,024
Other noncurrent liabilities	6,162			3,145
Total liabilities	40,310			33,558
Stockholders’ equity (deficit)
Common stock, 0.00001 par value	-			-
Additional paid-in capital	121,257			109,987
Accumulated deficit	(124,296	)		(104,457	)
Total stockholders’ equity (deficit)	(3,039	)		5,530
Total liabilities and stockholders’ equity (deficit)	37,271		$	39,088

All values are in US Dollars.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250218465580/en/

InvestorContact:

investors@mobixlabs.com

Source: Mobix Labs, Inc.