8-K

UNITED STATESSECURITIES 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 10, 2024

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

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:

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

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 7.01 Regulation FD

On June 10, 2024, Mobix Labs, Inc. issued a press release announcing a mid-quarter business update, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1

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.

2

Exhibit 99.1

MobixLabs Announces Mid-Quarter Business Update

Projects revenue increaseof more than 70% sequential growth to more than $2 million

Successful executionof second acquisition in five months

IRVINE, Calif.--(BUSINESS WIRE)--Today, Mobix Labs Inc. (Nasdaq: MOBX), a leader in advanced connectivity solutions, today announced a mid-quarter business update.

Keyvan Samini, President and CFO of Mobix Labs, commented, “I am pleased to share that Mobix Labs is poised for a substantial revenue increase of over 70% sequentially this quarter, surpassing $2 million. This remarkable growth stems largely from our successful acquisition of RaGE Systems, which has significantly bolstered our revenue. Looking ahead, we anticipate further growth in our market presence and revenue, driven by strategic acquisitions and robust product sales.”

“We are tracking well to our scalable growth plan as we lay the foundational elements necessary to execute our strategy,” said Fabian Battaglia, CEO of Mobix Labs. “We are also pleased with the increased number of opportunities for both components and systems product lines and pursuing sizable platform design wins.”

About Mobix Labs, Inc.

Based in Irvine, California, Mobix Labs is a fabless semiconductor company delivering advanced wireless and wired connectivity, RF, imaging, switching and filtering technologies for next-generation communication systems. Our solutions support aerospace, defense, 5G, medical, industrial and other high-reliability markets. We specialize in mmWave radar and imaging for commercial applications, electromagnetic interference (EMI) solutions for secure aerospace GPS systems, optical cables for high-speed interconnect and AI datacenters, and high frequency 5G wireless solutions for high performance and reliability in demanding applications. Visit mobixlabs.com and follow us on LinkedIn.

Forward-Looking Statements

This press release containsforward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities LitigationReform Act of 1995. Statements that are not historical facts, including statements about projected revenue for the quarter, demand forMobix Labs’ products, increasing revenue and enhancing cash flow, and robust merger and acquisition strategy, are forward-lookingstatements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results todiffer materially from those contained in any forward-looking statement. As a result of a number of known and unknown risks and uncertainties,the actual results or performance of Mobix Labs may be materially different from those expressed or implied by these forward-lookingstatements. Some factors that could cause actual results to differ include the inability to develop technology in connection with thesystems provided by RaGE Systems to its customers; the inability to meet future capital requirements and risks related to Mobix Labs’ability to raise additional capital; the risk that Mobix Labs is unable to successfully commercialize its products and solutions, orexperience significant delays in doing so; the risk that Mobix Labs may not be able to generate income from operations in the foreseeablefuture; the risks concerning Mobix Labs’ ability to continue as a going concern; the inability to maintain the listing of MobixLabs’ securities on Nasdaq; 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 Mobix Labs operates, variations in performance across competitors, changesin laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting Mobix Labs’ businessand changes in the combined capital structure; the risk that Mobix Labs experiences difficulties in managing its growth and expandingoperations; the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefitsfrom past or future acquisitions or investments; the risk that litigation may be commenced against Mobix Labs; the risk that Mobix Labs’patent applications 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 by wordsor 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 of factors is not exhaustive. You should carefully considerthe foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Quarterly Reporton Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on February 20, 2024, and in any subsequent filingswith the SEC. All information provided in this press release is as of the date of this press release, and Mobix Labs undertakes no dutyto update such information, except as required under applicable law.

Contacts

Media Contact:

Jeff Fox, The Blueshirt Group

jeff@blueshirtgroup.com

Investor Contact:

Lori Barker, The Blueshirt Group

lori@blueshirtgroup.com