8-K

MOBIX LABS, INC (MOBX)

8-K 2026-03-25 For: 2026-03-23
View Original
Added on April 08, 2026

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): March 23,2026

MOBIX

LABS, INC.

(Exactname of registrant as specified in its charter)

Delaware 001-40621 98-1591717
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)
1 Venture**, Suite 220** , Irvine , California 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 March 23, 2026, Mobix Labs, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) to vote on four proposals, as described in the definitive proxy statement filed by the Company with the SEC on March 6, 2026 (the “Proxy Statement”). Present at the Meeting were holders of 43,982,421 shares of Class A Common Stock of the Company (the “Class A Common Stock”) and 2,004,901 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 52.86% of the voting power of the Common Stock as of February 27, 2026, the record date for the Meeting, 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.

Summarized below are the final results of the matters voted on at the Meeting based on the final, certified report of the voting results by the independent inspector of elections. There were no recorded broker non-votes.

ProposalNo. 1: The Director Election Proposal

The Director Election Proposal was approved. The Class A Director Nominees were elected by the holders of Class A Common Stock and Class B Common Stock voting together. The Class B Director Nominee was elected by the holders of Class B Common Stock. The voting results were as follows:

Class A Director Nominees For Against Abstentions
David<br> Aldrich 62,046,590 545,610 1,439,231
Frederick<br> Goerner 61,334,088 716,936 1,980,407
Class B Director Nominee
Keyvan<br> Samini 20,049,010 0 0

ProposalNo. 2: The Ratification of Selection of Independent Registered Public Accounting Firm Proposal

The Ratification of Selection of Independent Registered Public Accounting Firm Proposal was approved. The voting results were as follows:

For Against Abstentions
62,399,491 460,692 1,171,248

ProposalNo. 3: The Reverse Stock Split Proposal

The Reverse Stock Split Proposal was approved. The voting results were as follows:

For Against Abstentions
61,593,771 2,357,828 79,832

ProposalNo. 4: The Warrant Proposal

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

For Against Abstentions
60,766,331 1,868,539 1,396,561


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: March 25, 2026