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

Dateof report (Date of earliest event reported): May 30,2025

MOBIX

LABS, INC.

(Exactname of registrant as specified in its charter)

Delaware	001-40621	98-1591717
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1 Venture, Suite 220 , Irvine , CA	92618
---	---
(Address of principal executive offices)	(Zip Code)

(949)

808-8888

(Registrant’stelephone number, including area code)

N/A

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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 240.13e-4(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> Capital 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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders

On May 30, 2025, Mobix Labs, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”) to vote on three proposals, as described in the definitive proxy statement filed by the Company with the SEC on May 16, 2025 (the “Proxy Statement”). Present at the Meeting were holders of 17,052,157 shares of Class A Common Stock of the Company (the “Class A Common Stock”) and 2,041,666 shares of Class B Common Stock of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) represented in person or by proxy, representing approximately 59.2% of the voting power of the Common Stock as of May 6, 2025, the record date for the Meeting (the “Record Date”), and constituting a quorum for the transaction of business.

At the Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Proxy Statement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement.

Set forth below are the final voting results for all the proposals presented at the Meeting:

ProposalNo. 1: The 2025 Warrant Exercise Proposal

The Equity Grant Proposal was approved. The voting results were as follows:

For	Against	Abstentions
35,584,855	242,561	1,641,401

ProposalNo. 2: The Warrant Repricing Proposal

The Equity Incentive Plan Amendment Proposal was approved. The voting results were as follows:

For	Against	Abstentions
35,584,855	242,561	1,641,401

ProposalNo. 3: The Equity Grant Proposal

The 2023 Warrant Exercise Proposal was approved. The voting results were as follows:

For	Against	Abstentions
35,586,052	253,055	1,629,710

SIGNATURE

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.
By:	/s/ Keyvan Samini
Name:	Keyvan<br> Samini
Title:	President<br> and Chief Financial Officer

Date: June 5, 2025