Mobix Labs, Inc 10-Q for FY2024 Q3

Mobix Labs, Inc (MOBX)

10-Q 2024-08-14 For: 2024-06-30

Added on April 08, 2026

About this 10-Q

Mobix Labs, Inc filed this 10-Q on August 14, 2024, covering the quarter ended June 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.06M; up 2472.5% from $80K a year earlier
Net loss: $7.68M; compared with a net loss of $10M a year earlier
Diluted EPS: -$0.25; compared with -$0.65 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		98-1591717
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	MOBX	Nasdaq Global Market
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock	MOBXW	Nasdaq Capital Market

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

		Page

PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements (unaudited)	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51

Item 4.	Controls and Procedures	52

PART II. OTHER INFORMATION		54

Item 1.	Legal Proceedings	54

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55

Item 3.	Defaults Upon Senior Securities	55

Item 4.	Mine Safety Disclosures	55

Item 5.	Other Information	55

Item 6.	Exhibits	56

	Signatures	57

	●	our financial and business performance;

	●	our ability to regain compliance with listing rules of the Nasdaq Stock Market LLC (“Nasdaq”), as well as any decisions that we may make in order to regain compliance;

	●	our intent to pursue acquisitions of companies and technologies;

	●	changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

	●	our expectation regarding our ability to continue as a going concern and ability to obtain sufficient liquidity to meet our operating needs and satisfy our obligations;

	●	the impact of the acquisitions of EMI Solutions and RaGE Systems, Inc., and any impact on our business and results of operation;

Condensed Consolidated Balance Sheets as of June 30, 2024 and September 30, 2023 (unaudited)		2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and nine months ended June 30, 2024 and 2023 (unaudited)		3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three months and nine months ended June 30, 2024 and 2023 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023 (unaudited)		5
Notes to Condensed Consolidated Financial Statements (unaudited)		6

	June 30,			September 30,
	2024			2023
ASSETS
Current assets
Cash	$	205		$	89
Accounts receivable, net		1,478			53
Inventory		1,906			319
Prepaid expenses and other current assets		481			369
Total current assets		4,070			830

Property and equipment, net		1,915			1,859
Intangible assets, net		18,570			5,287
Goodwill		15,206			5,217
Operating lease right-of-use assets		1,086			1,030
Deferred transaction costs		—			4,125
Other assets		430			400
Total assets	$	41,277		$	18,748

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	10,572		$	8,995
Accrued expenses and other current liabilities		8,839			4,519
Deferred purchase consideration		2,466			—
Notes payable		723			1,286
Notes payable – related parties		2,495			3,793
Simple agreements for future equity (“SAFEs”)		—			1,512
Operating lease liabilities, current		406			318
Total current liabilities		25,501			20,423

Earnout liability		2,960			—
PIPE make-whole liability		1,949			—
Deferred tax liability		361			86
Operating lease liabilities, noncurrent		1,139			1,280
Other noncurrent liabilities		831			—
Total liabilities		32,741			21,789

Commitments and contingencies (Note 14)

Redeemable convertible preferred stock
Founders Convertible Preferred Stock, $0.00001 par value, no shares authorized, issued or outstanding at June 30, 2024; 600,000 shares authorized, 588,235 shares issued and outstanding at September 30, 2023		—			—
Series A Convertible Preferred Stock, $0.00001 par value, no shares authorized, issued or outstanding at June 30, 2024; 2,000,000 shares authorized, 1,666,666 shares issued and outstanding at September 30, 2023; liquidation preference of $2,300 at September 30, 2023		—			2,300

Stockholders’ equity (deficit)
Legacy Mobix common stock, $0.00001 par value, no shares authorized, issued or outstanding at June 30, 2024; 57,400,000 shares authorized, 16,692,175 issued and outstanding at September 30, 2023		—			—
Class A common stock, $0.00001 par value, 285,000,000 shares authorized; 28,326,474 and no shares issued and outstanding at June 30, 2024 and September 30, 2023, respectively		—			—
Class B common stock, $0.00001 par value, 5,000,000 shares authorized; 2,254,901 and no shares issued and outstanding at June 30, 2024 and September 30, 2023, respectively		—			—
Additional paid-in capital		101,456			78,421
Accumulated deficit		(92,920	)		(83,762	)
Total stockholders’ equity (deficit)		8,536			(5,341	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	41,277		$	18,748

	Three months ended June 30,						Nine months ended June 30,
	2024			2023			2024			2023

Net revenue	$	2,058		$	80		$	3,488		$	791

Costs and expenses
Cost of revenue		1,327			285			2,608			1,188
Research and development		1,369			3,159			4,328			9,209
Selling, general and administrative		8,710			6,375			31,731			21,198
Loss from operations		(9,348	)		(9,739	)		(35,179	)		(30,804	)

Interest expense		127			309			1,232			1,186
Change in fair value of earnout liability		(661	)		—			(30,599	)		—
Change in fair value of PIPE make-whole liability		310			—			(122	)		—
Change in fair value of private warrants		(68	)		—			412			—
Change in fair value of SAFEs		—			(30	)		10			528
Merger-related transaction costs expensed		—			—			4,009			—
Other non-operating losses, net		128			—			1,177			—
Loss before income taxes		(9,184	)		(10,018	)		(11,298	)		(32,518	)
Provision (benefit) for income taxes		(1,505	)		(14	)		(2,801	)		18
Net loss and comprehensive loss		(7,679	)		(10,004	)		(8,497	)		(32,536	)
Deemed dividend from warrant price adjustment		—			—			661			—
Net loss available to common stockholders	$	(7,679	)	$	(10,004	)	$	(9,158	)	$	(32,536	)

Net loss per common share:
Basic	$	(0.25	)	$	(0.65	)	$	(0.35	)	$	(2.34	)
Diluted	$	(0.25	)	$	(0.65	)	$	(0.36	)	$	(2.34	)
Weighted-average common shares outstanding:
Basic		30,552,063			15,335,373			26,350,138			13,907,357
Diluted		30,552,063			15,335,373			26,411,020			13,907,357

	Founders Redeemable Convertible Preferred Stock					Series A Redeemable Convertible Preferred Stock						Contingently Redeemable Common Stock						Legacy Common Stock					Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares			Amount		Shares			Amount			Shares			Amount			Shares			Amount		Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance at September 30, 2023		588,235		$	—		1,666,666		$	2,300			—		$	—			16,692,175		$	—		—	$	—		—	$	—	$	78,421		$	(83,762	)	$	(5,341	)
Issuance of common stock		—			—		—			—			—			—			482,171			—		—		—				—		3,286			—			3,286
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc.		—			—		—			—			964,912			8,856			—			—		—		—		—		—		—			—			—
Lapse of redemption feature on common stock		—			—		—			—			(964,912	)		(8,856	)		964,912			—		—		—		—		—		8,856			—			8,856
Issuance of warrants in connection with notes payable		—			—		—			—			—			—			—			—		—		—		—		—		107			—			107
Reverse recapitalization transactions, net (Note 3)		(588,235	)		—		(1,666,666	)		(2,300	)		—			—			(18,139,258	)		—		22,901,838		—		2,254,901		—		(16,182	)		—			(16,182	)
Issuance of common stock upon exercise of stock options		—			—		—			—			—			—			—			—		168,235		—		—		—		—			—			—
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		369,671		—		—		—		—			—			—
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		104,748		—		—		—		—			—			—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		12,705			—			12,705
Net income		—			—		—			—			—			—			—			—		—		—		—		—		—			935			935

Balance at December 31, 2023		—		$	—		—		$	—			—		$	—			—		$	—		23,544,492	$	—		2,254,901	$	—	$	87,193		$	(82,827	)	$	4,366
Reverse recapitalization transactions, net (Note 3)		—			—		—			—			—			—			—			—		—		—		—		—		99			—			99
Issuance of common stock upon exercise of stock options		—			—		—			—			—			—			—			—		29,880		—		—		—		—			—			—
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		26,186		—		—		—		—			—			—
Deemed dividend from warrant price adjustment		—			—		—			—			—			—			—			—		—		—		—		—		661			(661	)		—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		1,441						1,441
Net loss		—			—		—			—			—			—			—			—		—		—		—		—		—			(1,753	)		(1,753	)

Balance at March 31, 2024		—		$	—		—		$	—			—		$	—			—		$	—		23,600,558	$	—		2,254,901	$	—	$	89,394		$	(85,241	)	$	4,153
Issuance of common stock		—			—		—			—			—			—			—			—		57,894		—		—		—		124			—			124
Issuance of common stock for acquisition of RaGE Systems, Inc.		—			—		—			—			—			—			—			—		3,214,045		—		—		—		7,682			—			7,682
Issuance of warrants in connection with notes payable		—			—		—			—			—			—			—			—		—		—		—		—		408			—			408
Issuance of common stock upon exercise of stock options		—			—		—			—			—			—			—			—		1,323,528		—		—		—		225			—			225
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		112,990		—		—		—		1			—			1
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		17,459		—		—		—		—			—			—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		3,622			—			3,622
Net loss		—			—		—			—			—			—			—			—		—		—		—		—		—			(7,679	)		(7,679	)

Balance at June 30, 2024		—		$	—		—		$	—			—		$	—			—		$	—		28,326,474	$	—		2,254,901	$	—	$	101,456		$	(92,920	)	$	8,536

Balance at September 30, 2022		588,235		$	—		1,666,666		$	2,300			—		$	—			11,868,397		$	—		—	$	—		—	$	—	$	34,722		$	(44,141	)	$	(9,419	)
Issuance of common stock		—			—		—			—			—			—			773,889			—		—		—		—		—		5,295			—			5,295
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			300,000			—		—		—		—		—		900			—			900
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		3,856			—			3,856
Net loss		—			—		—			—			—			—			—			—		—		—		—		—		—			(9,390	)		(9,390	)

Balance at December 31, 2022		588,235		$	—		1,666,666		$	2,300			—		$	—			12,942,286		$	—		—	$	—		—	$	—	$	44,773		$	(53,531	)	$	(8,758	)
Issuance of common stock		—			—		—			—			—			—			219,475			—		—		—		—		—		1,500			—			1,500
Issuance of common stock in settlement of loss contingency		—			—		—			—			—			—			1,233,108			—		—		—		—		—		8,434			—			8,434
Issuance of common stock to service providers		—			—		—			—			—			—			29,334			—		—		—		—		—		201			—			201
Issuance of warrants to service providers		—			—		—			—			—			—			—			—		—		—		—		—		10			—			10
Issuance of warrants in connection with notes payable		—			—		—			—			—			—			—			—		—		—		—		—		811			—			811
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		5,779						5,779
Net loss		—			—		—			—			—			—			—			—		—		—		—		—		—			(13,142	)		(13,142	)
Balance at March 31, 2023		588,235		$	—		1,666,666		$	2,300			—		$	—			14,424,203		$	—		—	$	—		—	$	—	$	61,508		$	(66,673	)	$	(5,165	)
Issuance of common stock		—			—		—			—			—			—			670,558			—		—		—		—		—		4,587			—			4,587
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			820,000			—		—		—		—		—		8			—			8
Issuance of warrants in connection with notes payable		—			—		—			—			—			—			—			—		—		—		—		—		435			—			435
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		4,752			—			4,752
Net loss		—			—		—			—			—			—			—			—		—		—		—		—		—			(10,004	)		(10,004	)
Balance at June 30, 2023		588,235		$	—		1,666,666		$	2,300			—		$	—			15,914,761		$	—		—	$	—		—	$	—	$	71,290		$	(76,677	)	$	(5,387	)

	Shares

Chavant public shares, net of redemptions		111,005
Chavant founder shares, net of shares forfeited		1,341,369
PIPE investors’ shares		1,975,000
Settlement of PIPE warrant		199,800
Sponsor PIPE subscription		199,737
Settlement of Sponsor Warrant		272,182
Settlement of warrant to non-redeeming shareholder		202,489
Amendment to Business Combination Marketing Agreement		280,000
Total Chavant shares outstanding immediately prior to the Merger		4,581,582

Legacy Mobix rollover shares		18,139,258
Conversion of Legacy Mobix convertible notes		30,045
Conversion of Legacy Mobix SAFEs		150,953
Total number of Class A common shares issued in the Merger		22,901,838

Closing proceeds:
Proceeds from Chavant trust fund	$	1,264
Proceeds from PIPE investment		19,750

Closing disbursements:
Legacy Mobix Merger-related transaction costs		(3,747	)
Chavant Merger-related transaction costs		(2,219	)
Net cash proceeds from the Merger at Closing		15,048

Legacy Mobix Merger-related transaction costs paid prior to closing		(983	)
Net cash proceeds		14,065

Non-cash activity:
Conversion of Legacy Mobix convertible notes to Class A Common Stock		206
Conversion of Legacy Mobix SAFEs to Class A Common Stock		1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock		2,300
Unpaid Merger-related transaction costs assumed from Chavant		(871	)
Unpaid Merger-related transaction costs of Legacy Mobix		(1,633	)
Merger-related transaction costs expensed		4,009

Liability-classified instruments:
Fair value of earnout liability		(33,559	)
Fair value of PIPE make-whole liability		(2,071	)
Fair value of Private Warrants		(150	)
Net equity impact of the Merger	$	(16,182	)

Purchase consideration:
Common stock issued to seller	$	7,682
Cash consideration (at present value)		1,836
	$	9,518
Allocation:
Cash	$	420
Accounts receivable		286
Inventory		1,146
Other current assets		5
Property and equipment		275
Operating lease right-of-use asset		192
Intangible asset—customer relationships		7,400
Intangible asset—developed technology		300
Intangible asset—trade name		200
Goodwill		4,447
Accounts payable		(1,647	)
Accrued expenses		(174	)
Deferred revenue		(1,448	)
Operating lease liability		(192	)
Deferred tax liability		(1,692	)
	$	9,518

Purchase consideration:
Contingently redeemable common stock issued to seller	$	8,856
Cash consideration (at present value)		2,041
	$	10,897
Allocation:
Cash	$	45
Accounts receivable		387
Inventory		155
Other current assets		7
Property and equipment		107
Other assets		30
Intangible asset—customer relationships		6,100
Intangible asset—backlog		300
Intangible asset—trade name		100
Goodwill		5,542
Accounts payable		(227	)
Accrued expenses		(263	)
Deferred tax liability		(1,386	)
	$	10,897

	Estimated Useful	June 30,			September 30,
	Life (years)	2024			2023

Equipment and furniture	5 - 7	$	983		$	858
Laboratory equipment	5		837			601
Leasehold improvements	Shorter of estimated useful life or remaining lease term		891			850
Construction in progress			588			584
Property and equipment, gross			3,299			2,893
Less: Accumulated depreciation			(1,384	)		(1,034	)
Property and equipment, net		$	1,915		$	1,859

	Estimated	June 30, 2024							September 30, 2023
	Useful Life (years)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Developed technology	7 – 10	$	7,589	$	(2,851	)	$	4,738	$	7,289	$	(2,238	)	$	5,051
Customer relationships	10 – 15		13,800		(372	)		13,428		300		(64	)		236
Trade names	2 – 2.5		300		(36	)		264		—		—			—
Backlog	1		300		(160	)		140		—		—			—
		$	21,989	$	(3,419	)	$	18,570	$	7,589	$	(2,302	)	$	5,287

Years ending September 30,

2024 (remaining three months)	$	584
2025		2,101
2026		1,997
2027		1,918
2028		1,873
Thereafter		10,097
Total	$	18,570

Balance at September 30, 2023	$	5,217
Acquisition of EMI Solutions		5,542
Acquisition of RaGE Systems		4,447
Balance at June 30, 2024	$	15,206

	Level 1		Level 2		Level 3		Total

Earnout liability	$	—	$	—	$	2,960	$	2,960
PIPE make-whole liability		—		—		1,949		1,949
Private Warrants		—		—		562		562

Total	$	—	$	—	$	5,471	$	5,471

Nine months ended June 30, 2024:	Earnout Liability			PIPE Make-Whole Liability			Private Warrants and Other Warrants			SAFEs

Balance, September 30, 2023	$	—		$	—		$	—		$	1,512
Liabilities recognized		33,559			2,071			882			—
Conversion to Class A Common Stock in the Merger		—			—			—			(1,522	)
Settlement of liability		—			—			(332	)		—
Change in fair value included in net loss		(30,599	)		(122	)		12			10

Balance, June 30, 2024	$	2,960		$	1,949		$	562		$	—

Nine months ended June 30, 2023:	SAFEs

Balance, September 30, 2022	$	1,983
Change in fair value included in net loss		528

Balance, June 30, 2023	$	2,511

	December 21, 2023 (Closing)			June 30, 2024

Stock price	$	10.66		$	1.64
Expected volatility		50	%		65	%
Risk-free rate		3.9	%		4.2	%
Contractual term		8 years			7.5 years

Authorized number of shares of Class A Common Stock			285,000,000
Class A Common Stock outstanding			28,326,474
Reserve for conversion of Class B Common Stock			2,254,901
Reserve for exercise of the Public Warrants and Private Warrants			9,000,000
Reserve for exercise of other common stock warrants			3,361,965
Shares issuable under PIPE make-whole provision			1,052,030
Reserve for earnout shares			3,500,000
Reserve for RaGE Earn-out			1,285,618
Stock options and RSUs outstanding			7,236,606
Awards available for grant under 2023 Equity Incentive Plan			1,872,176
Awards available for grant under 2023 Employee Stock Purchase Plan			858,935
Common stock available for issuance			226,251,295

	Number of units			Weighted- Average Grant Date Fair Value per Unit

Outstanding at September 30, 2023		209,494		$	6.84
Performance-based RSUs		3,999,999			8.65
Other RSUs issued		418,007			2.35
Forfeited		(34,915	)		6.84
Vested		(148,393	)		6.84
Outstanding at June 30, 2024		4,444,192			8.05

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (years)
Outstanding at September 30, 2023		5,905,684		$	4.28
Granted		32.200			6.84
Exercised		(1,797,841	)		1.69
Forfeited		(1,347,630	)		6.48
Outstanding at June 30, 2024		2,792,413			4.91		7.0
Exercisable at June 30, 2024		2,376,817			4.65		6.9

	Nine months ended June 30,
	2024						2023
	Range						Range
	Low			High			Low			High

Expected volatility		54.8	%		55.6	%		52.4	%		53.6	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk-free interest rate		3.9	%		4.4	%		3.6	%		4.2	%
Expected term (years)		4.5			5.3			5.0			5.8

(dollars in thousands)	Three months ended June 30,						Change
	2024			2023			$			%

Net revenue	$	2,058		$	80			1,978			2,473	%

Costs and expenses
Cost of revenue		1,327			285			1,042			366	%
Research and development		1,369			3,159			(1,790	)		(57	)%
Selling, general and administrative		8,710			6,375			2,335			37	%

Loss from operations		(9,348	)		(9,739	)		391			(4	)%

Interest expense		127			309			(182	)		(59	)%
Change in fair value of earnout liability		(661	)		—			(661	)		Nm
Change in fair value of PIPE make-whole liability		310			—			310			Nm
Change in fair value of private warrants		(68	)		—			(68	)		Nm
Change in fair value of SAFEs		—			(30	)		30			(100	)%
Other non-operating losses, net		128			—			128			Nm

Loss before income taxes		(9,184	)		(10,018	)		834			(8	)%
Income tax benefit		(1,505	)		(14	)		(1,491	)		Nm

Net loss and comprehensive loss	$	(7,679	)	$	(10,004	)	$	2,325			(23	)%

	December 21, 2023 (Closing)			June 30, 2024

Stock price	$	10.66		$	1.64
Expected volatility		50	%		65	%
Risk-free rate		3.9	%		4.2	%
Contractual term		8 years			7.5 years

	●	We did not design and maintain effective controls to identify and account for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP of such transactions. Specifically, we did not design and maintain effective controls to (i) timely identify, account for and value business combinations and asset acquisitions, including the associated tax implications and (ii) timely identify, account for and value our financing arrangements.

	●	We did not design and maintain effective controls to verify transactions are properly authorized, executed, and accounted for, including transactions related to incentive compensation arrangements.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.

31.2		Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	MOBIX LABS, INC.

Date: August 14, 2024	By:	/s/ Keyvan Samini
		Keyvan Samini
		President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of Mobix Labs, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2024	By:	/s/ Fabrizio Battaglia
		Fabrizio Battaglia
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 14, 2024	By:	/s/ Keyvan Samini
		Keyvan Samini
		President and Chief Financial Officer
		(Principal Financial Officer)

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.