Mobix Labs, Inc DEF 14A, filed Sep 14, 2026

Mobix Labs, Inc (MOBX)

DEF 14A 2026-09-14 For: 2026-09-11

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Added on September 14, 2026

About this DEF 14A

Mobix Labs, Inc filed this DEF 14A on September 14, 2026.

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11

	●	To vote your shares electronically during the Special Meeting, follow the instructions above for participating in the Special Meeting. Join the Special Meeting as a “Stockholder” with your control number and click on the “Cast Your Vote” link on the meeting center website.

	●	To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, your shares will be voted as you direct.

	●	To vote over the Internet, go to www.proxyvote.com and follow the steps outlined to complete an electronic proxy card. You will be asked to provide the Company number and control number from the enclosed proxy card. Your vote must be received by 8:59 p.m. Pacific Time, on October 1, 2026 to be counted.

	●	delivering, to the attention of the Secretary at the address on the first page of this Proxy Statement, a written notice of revocation of your proxy;
	●	delivering to us an authorized proxy bearing a later date (including a proxy over the Internet); or
	●	attending the Special Meeting and voting electronically, as indicated above under “How do I vote?”. Attendance at the Special Meeting will not, by itself, revoke a proxy.

	●	the projected impact of the Reverse Split Ratio on our ability to continue our Class A Common Stock’s listing on Nasdaq;

	●	prevailing stock market conditions, general economic conditions, and other conditions prevailing in our industry;

	●	our market capitalization (including the number of outstanding shares of our Class A Common Stock);

	●	our Class A Common Stock price prior to the Reverse Split, and the expected trading price and volume of our Class A Common Stock following the Reverse Split; and

	●	the factors described above under the heading “Certain Risks and Potential Disadvantages Associated with the Reverse Split.”

	●	the issued and outstanding shares of Class A Common Stock owned by a stockholder would be combined into a lower number of shares of Class A Common Stock based on the Reverse Split Ratio, with any fractional shares being treated as described under “-Mechanics of the Reverse Split-Fractional Shares” below;

	●	the total number of issued and outstanding shares of Class A Common Stock would be reduced based on the Reverse Split Ratio, with any fractional shares being treated as described under “-Mechanics of the Reverse Split-Fractional Shares” below;

	●	the number of authorized shares of Common Stock would not be changed, but the number of authorized and unissued shares of our Common Stock available for future issuance would be increased; and

	●	the par value per share of our Common Stock and preferred stock would remain unchanged at $0.00001.

	Pre-Reverse		Post-Reverse Split Amendment
	Stock Split		Reverse Split Ratio:
	Amendment		1-for-2		1-for-5		1-for-10		1-for-15		1-for-20
Authorized shares of Class A Common Stock		285,000,000		285,000,000		285,000,000		285,000,000		285,000,000		285,000,000

Outstanding shares of Class A Common Stock		16,847,921		8,423,961		3,369,585		1,684,793		1,123,195		842,397

Shares of Class A Common Stock issuable upon conversion of preferred stock		1,114,380		557,190		222,876		111,438		74,292		55,719

Shares of Class A Common Stock issuable upon exercise of warrants		2,593,074		1,296,537		518,615		259,308		172,872		129,654

Shares of Class A Common Stock issuable upon settlement of restricted stock units		593,562		296,781		118,713		59,357		39,571		29,679

Shares of Class A Common Stock issuable upon conversion of preferred warrants		5,571,899		2,785,949		1,114,380		557,190		371,460		278,595

	●	RSUs and Other Equity-Based Awards: The number of shares issuable under outstanding RSUs and all other outstanding equity-based awards would be reduced proportionately by the Reverse Split Ratio; and

	●	Shares Available for Issuance under the 2023 Plan: The number of shares of Class A Common Stock available for future issuance under the 2023 Plan would be reduced proportionately.

	●	persons subject to the alternative minimum tax or Medicare contribution tax on net investment income;

	●	persons whose functional currency is not the U.S. dollar;

	●	persons holding our Class A Common Stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

	●	persons who are former U.S. citizens or long-term residents;

	●	banks, insurance companies, and other financial institutions;

	●	mutual funds, real estate investment trusts, or regulated investment companies;

	●	brokers, dealers, or traders in securities;

	●	tax-exempt organizations or governmental organizations;

	●	persons deemed to sell our Class A Common Stock under the constructive sale provisions of the Code;

	●	persons who hold or receive our Class A Common Stock (including any restricted shares of our Class A Common Stock) pursuant to the exercise of any employee stock options or otherwise as compensation;

	●	persons who are subject to special tax accounting rules under Section 451(b) of the Code;

	●	persons who hold our Class A Common Stock as “qualified small business stock” pursuant to Section 1202 of the Code; and

	●	tax-qualified retirement plans.

	●	an individual who is a citizen or resident of the United States;

	●	a corporation (or other entity taxable as a corporation for U.S. Federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

	●	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

	●	a trust if either a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of such trust, or the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		245,215	⁽¹⁾	$	48.50	⁽²⁾		256,089	⁽³⁾
Equity compensation plans not approved by security holders		—			—			—
Total		245,215		$	48.50			256,089

(1)	Consists of Mobix Labs options and Mobix Labs RSUs granted under the Mobix Labs, Inc. 2022 Incentive Compensation Plan, the Mobix Labs, Inc. 2020 Key Employee Equity Incentive Plan and the Mobix Labs, Inc. 2020 Equity Incentive Plan (the “Prior Plans”), which equity awards are described under “Mobix Labs’ Executive Compensation – Narrative Disclosure to Summary Compensation Table – Equity Compensation,” and the 2023 Equity Incentive Plan, which is described above.

(2)	Represents the weighted-average exercise price of outstanding Mobix Labs options.

(3)	Represents the number of securities remaining available for future issuance under the Prior Plans and the 2023 Equity Incentive Plan.

	●	Philip Sansone: Chief Executive Officer and Director
	●	Fabrizio Battaglia: Former Chief Executive Officer and Former Director
	●	Keyvan Samini: Co-founder, President, Chief Financial Officer and Director
	●	James Aralis: Chief Technology Officer

Name and Principal Position	Year	Salary ($)⁽¹⁾		Bonus ($)		Stock Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Philip Sansone	2025		266,917		-		1,760,000		-		2,026,917
Chief Executive Officer and Director

Fabrizio Battaglia	2025		202,386		-		5,274,997		50,273		5,527,656
Co-Founder, Former Chief Executive Officer and Former Director	2024		509,012		450,000		-		321,203		1,280,215

Keyvan Samini	2025		309,000		-		5,274,997		66,115		5,650,112
Co-Founder, President and Chief Financial Officer, and Director	2024		469,857		450,000		-		321,188		1,241,045

James Aralis	2025		74,000		-		80,000		-		154,000
Chief Technology Officer	2024		161,000		-		-		11,250		172,250

(1)	Amounts in 2024 include $119,012 for Mr. Battaglia and $109,857 for Mr. Samini for cash paid in lieu of accrued vacation.
(2)	The amount reported in this column for co-founders Messrs. Battaglia and Samini represents the aggregate grant date fair value of the stock awards in accordance with ASC Topic 718, which is based on the stock price on the date of the closing of the merger with Chavant Capital Acquisition Corp. (the “Closing”) of $104.70. However, the value received at issuance of the Post-Closing RSUs on April 15, 2025 was approximately $283,333, which is based on the issuance date stock price of $8.50.
(3)	In fiscal 2024 and 2025, for Messrs. Battaglia and Samini, includes reimbursement for the payment of taxes owed.

													Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)			Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)		Option Grant Date		Option Expiration Date		Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested ($)⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested			Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)
Philip Sansone		—			—			—		—		—		40,000	⁽²⁾		324,000		—	—		—	—
		—			—			—		—		—		60,000	⁽³⁾		486,000		—	—		—	—
		—			—			—		—		—		100,000	⁽⁴⁾		810,000		—	—		—	—

Fabrizio Battaglia		20,588	⁽⁵⁾		—			1.70		8/26/2020		8/11/2030		245,000	⁽⁶⁾		1,984,500		—	—		—	—
		11,764	⁽⁷⁾		—			1.70		8/26/2020		8/11/2030		33,333	⁽⁸⁾		270,000		—	—		—	—

Keyvan Samini		20,588	⁽⁵⁾		—			1.70		8/26/2020		8/11/2030		242,250	⁽⁹⁾		1,962,225		—	—		—	—
		11,764	⁽⁷⁾		—			1.70		8/26/2020		8/11/2030		33,333	⁽⁸⁾		270,000		—	—		—	—
																			—	—		—	—
James Aralis		1,000	⁽¹⁰⁾		—			68.40		5/15/2022		4/4/2032		5,000	⁽¹¹⁾		40,500		—	—		—	—
		2,222	⁽¹²⁾		444	⁽¹²⁾		68.40		5/18/2022		4/4/2032		—			—		—	—		—	—
		18	⁽¹³⁾		—			68.40		4/15/2023		4/4/2032		—			—		—	—		—	—

	*	The awards set forth in the table above are exercisable for or settled in shares of Class A Common Stock.

	(1)	The market value of the awards that have not vested is based on the closing price of the Class A Common Stock on Nasdaq on September 30, 2025, which was $8.10.
	(2)	These restricted stock units were granted under the Company’s 2023 Equity Incentive Plan and vest in equal installments on (i) November 15, 2025 and (ii) January 31, 2026.

	(3)	These restricted stock units were granted under the Company’s 2023 Equity Incentive Plan and vest in such amounts and on such dates as follows: (i) 25,000 restricted stock units on April 30, 2026, (ii) 25,000 restricted stock units on July 15, 2026, and (iii) 10,000 restricted stock units on October 1, 2026.
	(4)	These restricted stock units were granted under the Company’s 2023 Equity Incentive Plan and vest in equal installments on (i) January 1, 2027, (ii) April 1, 2027, (iii) July 1, 2027, and (iv) October 1, 2027.
	(5)	These stock options were granted under the Company’s 2020 Key Employee Equity Incentive Plan and are fully vested and exercisable.
	(6)	These restricted stock awards were granted subject to stockholder approval, which was obtained on January 3, 2025, and vest in such amounts and on such dates as follows: (i) 10,000 restricted stock awards on each of (a) October 15, 2025, (b) January 15, 2026, and (c) April 15, 2026; (ii) 20,000 restricted stock awards on each of (a) July 15, 2026, (b) October 15, 2026, (c) January 15, 2027, (d) April 15, 2027; (iii) 30,000 restricted stock awards on each of (a) July 15, 2027, (b) October 15, 2027, (c) January 15, 2028; and (iv) 45,000 restricted stock awards on July 15, 2028.
	(7)	These stock options were granted under the Company’s 2020 Equity Incentive Plan and are fully vested and exercisable.
	(8)	These restricted stock units were granted under the Company’s 2023 Equity Incentive Plan and vested in their entirety on December 21, 2025.
	(9)	These restricted stock awards were granted subject to stockholder approval, which was obtained on January 3, 2025, and vest in such percentages and upon such terms as follows: (i) 5% will vest on the earlier of (a) the Company’s Class A Common Stock closing at or above $20.00 for 10 consecutive trading days on Nasdaq or (b) July 1, 2025; (ii) 10% will vest on the earlier of (a) the Company’s Class A Common Stock closing at or above $20.00 for 10 consecutive trading days on Nasdaq, or (b) November 1, 2025; (iii) 10% will vest on the earlier of (a) the Company’s Class A Common Stock closing at or above $20.00 for 10 consecutive trading days on Nasdaq or (b) January 1, 2026; (iv) 25% will vest on the earlier of (a) the Company’s Class A Common Stock closing at or above $30.00 for 10 consecutive trading days on Nasdaq or (b) April 1, 2026; (v) 25% will vest on the earlier of (a) the Company’s Class A Common Stock closing at or above $35.00 for 10 consecutive trading days on Nasdaq or (b) July 1, 2026; and (vi) 25% will vest on the earlier of (a) the Company’s Class A Common Stock closing at or above $40.00 for 10 consecutive trading days on Nasdaq or (b) November 1, 2026.
	(10)	These stock options were granted under the Company’s 2022 Incentive Compensation Plan and are fully vested and exercisable.
	(11)	These restricted stock units were granted under the Company’s 2023 Equity Incentive Plan and vested on November 20, 2025.
	(12)	These stock options were granted under the Company’s 2022 Incentive Compensation Plan and become fully vested and exercisable on May 18, 2026.
	(13)	These stock options were granted under the Company’s 2022 Incentive Compensation Plan and are fully vested and exercisable.

	●	Annual awards of 2,000 RSUs at the next Board meeting occurring after December 21, 2024; and
	●	Upon initial election or appointment to the Board, a pro-rated amount of 2,000 RSUs for the partial year.

	●	James Peterson, Co-Founder 105,000 RSUs
	●	Frederick Goerner, Co-Founder 105,000 RSUs
	●	David Aldrich 5,000 RSUs
	●	Kurt Busch 5,000 RSUs
	●	William Carpou 5,000 RSUs

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾⁽³⁾		Total ($)⁽⁴⁾
James Peterson, Co-Founder		112,500		2,707,341		2,819,841
Frederick Goerner, Co-Founder		112,500		2,733,663		2,846,163
David Aldrich		12,500		264,917		277,417
Kurt Busch		12,500		260,995		273,495
William Carpou		12,500		245,309		257,809
Michael Long		12,500		224,917		237,417

	(1)	Each of our non-employee directors received a portion of their fees in Class A Common Stock in lieu of cash. The amount each of our non-employee directors would have otherwise received in cash was $162,500.
	(2)	The amount reported in this column for co-founders Messrs. Peterson and Goerner represents the aggregate grant date fair value of the stock awards in accordance with ASC Topic 718, which is based on the stock price on the date of the Closing of $104.70. However, the value received at issuance of the Post-Closing RSUs on April 15, 2025 was approximately $141,667, which is based on the issuance date stock price of $8.50.
	(3)	The following table sets forth the aggregate number of restricted stock units outstanding, as of September 30, 2025, for each of our non-employee directors.

Name	Restricted Stock Units (#)		Unexercised Stock Options (#)
James Peterson, Co-Founder		127,336		15,341
Frederick Goerner, Co-Founder		127,665		15,341
David Aldrich		6,952		15,341
Kurt Busch		6,903		15,341
William Carpou		6,707		—
Michael Long		6,952		—

	●	each person who is the beneficial owner of more than 5% of the issued and outstanding shares of Class A Common Stock;
	●	each of our named executive officers and directors; and
	●	all of our executive officers and directors as a group.

Name and Address of Beneficial Owner	Number of Shares of Mobix Labs Class A Common Stock⁽¹⁾		%
Directors and Executive Officers

Fabrizio Battaglia⁽¹⁾		207,500		1.2	%
Keyvan Samini⁽²⁾		231,723		1.4	%
James Aralis⁽³⁾		12,516		*
James Peterson⁽⁴⁾		499,390		3.0	%
David Aldrich⁽⁵⁾		81,694		*
Kurt Busch⁽⁶⁾		89,962		*
William Carpou⁽⁷⁾		82,623		*
Frederick Goerner⁽⁸⁾		222,797		1.3	%
Michael Long		138,592		*
Philip Sansone⁽⁹⁾		66,039		*

All Directors and Executive Officers as a Group (ten individuals)		1,632,836		9.7	%
Five Percent and Greater Holders
Armistice Capital, LLC⁽¹⁰⁾		1,775,299		10.2	%

(2)	Includes (i) 63,750 shares of unvested stock awards, (ii) 17,114 shares of Class A Common Stock and 12,500 shares of Class A Common Stock received upon conversion of Class B Common Stock held of record by The KSSF Trust, dated November 27, 2012 (the “KSSF Trust”), (iii) 7,353 shares of Class A Common Stock held of record by The KSLI Trust, dated December 7, 2012 (the “KSLI Trust”), and (iv) 7,352 shares of Class A Common Stock held of record by The SSLI Trust dated December 7, 2012 (“SSLI Trust”). Keyvan Samini is Trustee of The KSSF Trust and The SSLI Trust, and may be deemed to have voting and investment power over securities held thereby. Keyvan Samini’s spouse is the Trustee of The KSLI Trust and may be deemed to have voting and investment power over securities held thereby. Includes options to purchase 32,352 shares of Class A Common Stock exercisable within 60 days of the Determination Date.

(3)	Includes options to purchase 3,684 shares of Class A Common Stock exercisable within 60 days of the Determination Date.

(4)	Includes (i) options to purchase 15,341 shares of Class A Common Stock exercisable within 60 days of the Determination Date and (ii) 35,000 restricted stock units that have vested but not yet been delivered.

(5)	Includes options to purchase 15,341 shares of Class A Common Stock exercisable within 60 days of the Determination Date.

(6)	Includes options to purchase 15,341 shares of Class A Common Stock exercisable within 60 days of the Determination Date.

(7)	Includes options to purchase 15,341 shares of Class A Common Stock exercisable within 60 days of the Determination Date.

(8)	Includes (i) options to purchase 15,341 shares of Class A Common Stock exercisable within 60 days of the Determination Date and (ii) 35,000 restricted stock units that have vested but not yet been delivered.

(9)	Includes 10,000 restricted stock units that have vested but not yet been delivered.

(10)	Based on a Schedule 13G/A filed on February 17, 2026 by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”). The securities are held directly by the Master Fund and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; (ii) Steven Boyd, as the Managing Member of Armistice Capital. This amount consists of (i) 337,750 shares and (ii) 1,437,549 shares underlying warrants that are exercisable within 60 days of the Determination Date. The warrants are subject to a beneficial ownership limitation of 9.99%, which such limitation restricts the stockholder from exercising that portion of the warrants that would result in the stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.