Mobix Labs, Inc 10-Q for FY2025 Q2

Mobix Labs, Inc (MOBX)

10-Q 2025-05-15 For: 2025-03-31

Added on April 08, 2026

About this 10-Q

Mobix Labs, Inc filed this 10-Q on May 15, 2025, covering the quarter ended March 31, 2025 (FY2025 Q2).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.51M; up 119.3% from $1.15M a year earlier
Net loss: $2.29M; compared with a net loss of $1.75M a year earlier
Diluted EPS: -$0.06; compared with -$0.21 a year earlier

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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 Capital 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	32

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47

Item 4.	Controls and Procedures	47

PART II. OTHER INFORMATION		49

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 5.	Other Information	50

Item 6.	Exhibits	51

	Signatures	52

	●	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, Inc. and RaGE Systems, Inc., and any impact on our business and results of operations;
	●	the implementation, market acceptance and success of our products and technology in the wireless and connectivity markets and in potential new categories for expansion;
	●	the demand for our products and the drivers of that demand;
	●	our opportunities and strategies for growth;
	●	competition in our industry, the advantages of our products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;
	●	our ability to scale in a cost-effective manner and maintain and expand our manufacturing and supply chain relationships;
	●	our expectation that we will incur substantial expenses and continuing losses for the foreseeable future;
	●	our expectations regarding reliance on a limited number of customers and efforts to diversify our customer base;
	●	our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
	●	general economic and socio-political conditions and their impact on demand for our technology and on the supply chain on which we rely;
	●	future capital requirements and sources and uses of cash; and
	●	the outcome of any known and unknown litigation and regulatory proceedings.

	●	the inability to timely regain compliance with Nasdaq listing requirements, including the $1.00 minimum bid price requirement and the $35 million market value of listed securities requirement;
	●	the inability to meet future capital requirements and the risk that we will be unable to raise additional capital in the future on attractive terms or at all, as well as the dilutive impact that may have on our stockholders;
	●	the risk that we are unable to successfully commercialize our products and solutions, or experience significant delays in doing so;
	●	the risk that we may not be able to generate sufficient income from operations to sustain ourselves;
	●	the risks concerning our ability to continue as a going concern;
	●	the risk that we experience difficulties in managing our growth and expanding operations;
	●	the risk that we may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments;
	●	the risk that litigation may be commenced against us;
	●	the risk that our patent applications may not be approved or may take longer than expected, and we may incur substantial costs in enforcing and protecting our intellectual property;
	●	our ability to attract new customers and grow our customer base; and
	●	the risk that the price of our securities may be volatile due to a variety of factors, including changes caused by the recently implemented tariffs in the United States as well as any impact that may have on laws and regulations, changes in the competitive industries in which we operate, variations in performance across competitors, the global supply chain, and macro-economic and social environments affecting our business and changes in our capital structure.

Condensed Consolidated Balance Sheets as of March 31, 2025 and September 30, 2024 (unaudited)		2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and six months ended March 31, 2025 and 2024 (unaudited)		3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three months and six months ended March 31, 2025 and 2024 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2025 and 2024 (unaudited)		5
Notes to Condensed Consolidated Financial Statements (unaudited)		6

	March 31,			September 30,
	2025			2024
ASSETS
Current assets
Cash	$	781		$	266
Accounts receivable, net		1,679			2,813
Inventory		1,106			1,725
Prepaid expenses and other current assets		404			467
Total current assets		3,970			5,271

Property and equipment, net		530			1,177
Intangible assets, net		14,333			15,211
Goodwill		16,066			16,066
Operating lease right-of-use assets		1,126			1,022
Other assets		509			341
Total assets	$	36,534		$	39,088

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	12,426		$	10,833
Accrued expenses and other current liabilities		12,060			10,325
Deferred purchase consideration		2,311			2,380
Notes payable, current		1,739			398
Notes payable – related parties, current		2,307			1,743
Notes payable, current		2,307			1,743
Operating lease liabilities, current		642			428
Total current liabilities		31,485			26,107

Notes payable, noncurrent		34			200
Notes payable – related parties, noncurrent		518			1,082
Notes payable, noncurrent		518			1,082
Earnout liability		1,400			1,680
Deferred tax liability		307			320
Operating lease liabilities, noncurrent		851			1,024
Other noncurrent liabilities		1,597			3,145
Total liabilities		36,192			33,558

Commitments and contingencies (Note 13)		-			-

Stockholders’ equity
Class A common stock, $0.00001 par value, 285,000,000 shares authorized; 37,584,648 and 32,824,230 shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively		—			—
Class B common stock, $0.00001 par value, 5,000,000 shares authorized; 2,004,901 and 2,129,901 shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively		—			—
Common stock, value		—			—
Additional paid-in capital		126,929			109,987
Accumulated deficit		(126,587	)		(104,457	)
Total stockholders’ equity		342			5,530
Total liabilities and stockholders’ equity	$	36,534		$	39,088

	Shares			Amount		Shares			Amount			Shares			Amount			Shares			Amount		Shares		Amount		Shares			Amount		Capital			Deficit			(Deficit)
	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, 2024		—		$	—		—		$	—			—		$	—			—		$	—		32,824,230	$	—		2,129,901		$	—	$	109,987		$	(104,457	)	$	5,530

Issuance of common stock		—			—		—			—			—			—			—			—		561,739		—		—			—		640			—			640
Conversion of Class B common stock to Class A common stock		—			—		—			—			—			—			—			—		125,000		—		(125,000	)		—		—			—			—
Settlement of notes payable in Class A common stock		—			—		—			—			—			—			—			—		631,805		—		—			—		828			—			828
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		510,000		—		—			—		—			—			—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		9,802			—			9,802
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(19,839	)		(19,839	)

Balance at December 31, 2024		—			—		—			—			—			—			—			—		34,652,774		—		2,004,901			—	$	121,257			(124,296	)		(3,039	)

Issuance of Class A common stock in settlement of liabilities		—			—		—			—			—			—			—			—		610,586		—		—			—		553			—			553
Issuance of Class A common stock for RaGE earnout		—			—		—			—			—			—			—			—		563,100		—		—			—		1,752			—			1,752
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		10,000		—		—			—		—			—			—
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		1,748,188		—		—			—		15			—			15
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		3,352			—			3,352
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(2,291	)		(2,291	)

Balance at March 31, 2025		—		$	—		—		$	—			—		$	—			—		$	—		37,584,648	$	—		2,004,901		$	—	$	126,929		$	(126,587	)	$	342

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
Balance		—		$	—		—		$	—			—		$	—			—		$	—		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		—		—			—		—			—			—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		1,441			—			1,441
Deemed dividend from warrant price adjustment		—			—		—			—			—			—			—			—		—		—		—			—		661			(661	)		—
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(1,753	)		(1,753	)
Net income (loss)		—			—		—			—			—			—			—			—		—		—		—			—		—			(1,753	)		(1,753	)

Balance at March 31, 2024		—		$	—		—		$	—			—		$	—			—		$	—		23,600,558	$	—		2,254,901		$	—	$	89,394		$	(85,241	)	$	4,153
Balance		—		$	—		—		$	—			—		$	—			—		$	—		23,600,558	$	—		2,254,901		$	—	$	89,394		$	(85,241	)	$	4,153

	2025			2024
	Six months ended March 31,
	2025			2024
Operating activities
Net loss	$	(22,130	)	$	(818	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		246			230
Amortization of intangible assets		878			636
Issuance of warrants in connection with notes payable, charged to interest expense		—			884
Change in fair value of earnout liability		(280	)		(29,938	)
Change in fair value of warrants		(625	)		(46	)
Change in fair value of PIPE make-whole liability		—			(432	)
Merger-related transaction costs expensed		—			4,009
Stock-based compensation		13,154			14,146
Deferred income taxes		(13	)		(1,296	)
Loss on disposal of assets		417			—
Other non-cash items		251			—
Changes in operating assets and liabilities, net of acquisition of business:
Accounts receivable		1,134			(23	)
Inventory		619			113
Prepaid expenses and other assets		(105	)		(257	)
Accounts payable		2,161			1,358
Accrued expenses and other current liabilities		2,777			(255	)
Net cash used in operating activities		(1,516	)		(11,689	)

Investing activities
Acquisition of EMI Solutions, Inc., net of cash acquired		—			(1,110	)
Acquisition of property and equipment		(16	)		(40	)
Net cash used in investing activities		(16	)		(1,150	)

Financing activities
Proceeds from issuance of common stock		600			3,286
Proceeds from issuance of notes payable		1,725			246
Proceeds from issuance of convertible notes		—			200
Proceeds from exercise of warrants		15			—
Principal payments on notes payable		(119	)		(1,177	)
Principal payments on notes payable – related parties		—			(1,030	)
Deferred consideration paid for acquisition of business		(174	)		—
Proceeds from the Merger and PIPE		—			21,014
Merger-related transaction costs paid		—			(6,796	)
Net cash provided by financing activities		2,047			15,743

Net increase in cash		515			2,904
Cash, beginning of period		266			89
Cash, end of period	$	781		$	2,993

Supplemental cash flow information
Cash paid for interest	$	255		$	368
Cash paid for income taxes		—			—

Non-cash investing and financing activities:
Settlement of notes payable and other liabilities in common stock	$	1,245		$	—
Issuance of Class A Common Stock for RaGE earnout		1,752			—
Unpaid Merger-related transaction costs		—			1,575
Contingently redeemable convertible stock issued for acquisition of EMI Solutions, Inc.		—			8,856
Unpaid purchase consideration for acquisition of businesses		—			886
Conversion of SAFEs to common stock		—			1,522
Deemed dividend from warrant price adjustment		—			661
Issuance of warrants in connection with notes payable, recorded as debt discount		—			107

	●	valuation of stock-based compensation awards;
	●	valuation of common stock for periods prior to the Merger;
	●	impairment assessments of goodwill and long-lived assets;
	●	measurement of liabilities carried at fair value, including the earnout liability, the PIPE make-whole liability and liability-classified warrants;
	●	purchase price allocations and valuations of net assets acquired in business combinations; and,
	●	provisions for income taxes and related valuation allowances and tax uncertainties.

	●	All of Legacy Mobix’s 18,139,258 issued and outstanding shares of common stock were cancelled and converted into the same number of shares of the Company’s Class A Common Stock;
	●	All of Legacy Mobix’s Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock, totaling 2,254,901 shares, was converted into the same number of shares of the Company’s Class B Common Stock;
	●	All of Legacy Mobix’s convertible notes were converted into shares of Legacy Mobix common stock immediately prior to Closing and pursuant to their terms, totaling 30,045 shares, which were then cancelled and converted into the same number of shares of the Company’s Class A Common Stock;
	●	All of Legacy Mobix’s SAFEs were converted into 150,953 shares of the Company’s Class A Common Stock;
	●	All of Legacy Mobix’s stock options and warrants were assumed by the Company and converted into the same number of stock options or warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices, vesting conditions or other terms; and
	●	All of Legacy Mobix’s restricted stock units (“RSUs”) were assumed by the Company and converted into an RSU covering the same number of shares of the Company’s Class A Common Stock.

	●	The Company entered into the PIPE Subscription Agreements, as described below;
	●	The Company entered into the Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement, as described below;
	●	The Company entered into a non-redemption agreement with a stockholder, as described below;
	●	The Company entered into an amendment to its Business Combination Marketing Agreement, as described below;
	●	The Company assumed the 6,000,000 public warrants (“Public Warrants”) and 3,400,000 private placement warrants (“Private Warrants”) originally issued by Chavant in 2021 in connection with its initial public offering, as described in Note 16, Warrants;
	●	The Company adopted the 2023 Employee Stock Purchase Plan and the 2023 Equity Incentive Plan, as described in Note 17, Stock-Based Compensation;
	●	The Company adopted an amended and restated certificate of incorporation and amended and restated bylaws; and
	●	The Company entered into indemnification agreements with each of its directors and officers.

	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	)

	EMI Solutions			RaGE Systems

Purchase consideration:
Contingently redeemable common stock	$	8,856		$	—
Class A Common Stock		—			7,682
Cash consideration (at present value)		2,041			1,836
Total Purchase Consideration	$	10,897		$	9,518
Allocation:
Cash	$	45		$	420
Accounts receivable		387			558
Inventory		155			1,146
Other current assets		7			5
Property and equipment		107			275
Intangible asset—customer relationships		4,500			7,400
Intangible asset—developed technology		—			300
Intangible asset—backlog		300			—
Intangible asset—trade name		100			200
Goodwill		6,841			4,008
Operating lease right-of-use asset		—			192
Other assets		30			57
Accounts payable		(228	)		(1,647	)
Accrued expenses		(263	)		(1,622	)
Operating lease liability		—			(192	)
Deferred tax liability		(1,084	)		(1,582	)
	$	10,897		$	9,518

	Three months ended March 31, 2024			Six months ended March 31, 2024

Net revenue	$	3,024		$	5,300
Net loss		(1,280	)		(1,539	)

	March 31,		September 30,
	2025		2024

Raw materials	$	775	$	1,550
Finished goods		331		175
Total inventory	$	1,106	$	1,725

	Estimated Useful	March 31,			September 30,
	Life (years)	2025			2024

Equipment and furniture	5 - 7	$	632		$	948
Laboratory equipment	5		681			687
Leasehold improvements	Shorter of estimated useful life or remaining lease term		41			891
Property and equipment, gross			1,354			2,526
Less: Accumulated depreciation			(824	)		(1,349	)
Property and equipment, net		$	530		$	1,177

	Estimated	March 31, 2025							September 30, 2024
	Useful Life (years)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Developed technology	7 – 10	$	5,689	$	(2,507	)	$	3,182	$	5,689	$	(2,216	)	$	3,473
Customer relationships	12 – 15		11,900		(916	)		10,984		11,900		(458	)		11,442
Trade names	2 – 2.5		300		(133	)		167		300		(68	)		232
Backlog	1		—		—			—		300		(236	)		64
		$	17,889	$	(3,556	)	$	14,333	$	18,189	$	(2,978	)	$	15,211

Years ending September 30,
2025 (remaining six months)	$	815
2026		1,589
2027		1,510
2028		1,498
2029		1,498
Thereafter		7,423
Total	$	14,333

	Level 1		Level 2		Level 3		Total
Earnout liability	$	—	$	—	$	1,400	$	1,400
PIPE Common Warrants		—		—		1,202		1,202
Private Warrants		—		—		312		312

Total	$	—	$	—	$	2,914	$	2,914

Six months ended March 31, 2025:	Earnout Liability			Liability Classified Warrants
Balance, September 30, 2024	$	1,680		$	2,139
Change in fair value included in net loss		(280	)		(625	)

Balance, March 31, 2025	$	1,400		$	1,514

Six months ended March 31, 2024:	Earnout Liability			Liability Classified Warrants			PIPE Make-Whole Liability			SAFEs
Balance, September 30, 2023	$	—		$	—		$	—		$	1,512
Liabilities recognized		33,559			882			2,071			—
Conversion to Class A Common Stock in the Merger		—			—			—			(1,522	)
Change in fair value included in net loss		(29,938	)		(46	)		(432	)		10

Balance, March 31, 2024	$	3,621		$	836		$	1,639		$	—

	March 31, 2025			September 30, 2024
Stock price	$	0.89		$	1.06
Expected volatility		75.0	%		70.0	%
Risk-free rate		4.0	%		3.6	%
Contractual term		6.7 years			7.2 years


Authorized number of shares of Class A Common Stock			285,000,000
Class A Common Stock outstanding			37,584,648
Reserve for conversion of Class B Common Stock			2,004,901
Reserve for exercise of the Public Warrants and Private Warrants			9,000,000
Reserve for exercise of other common stock warrants			7,678,779
Reserve for Earnout shares			3,500,000
Reserve for RaGE Earn-out			642,809
Stock options and RSUs outstanding			8,853,039
Awards available for grant under 2023 Equity Incentive Plan			7,851,764
Awards available for grant under 2023 Employee Stock Purchase Plan			687,055
Shares of Class A Common stock available for issuance			207,197,005

	March 31, 2025		September 30, 2024
Public Warrants		6,000,000		6,000,000
Private Warrants		3,000,000		3,000,000
PIPE Warrants		250,000		1,750,000
PIPE Common Warrants		5,755,396		5,755,396
Other warrants		1,673,383		2,170,403
Total		16,678,779		18,675,799

	Number of units			Weighted- Average Grant Date Fair Value per Unit
Outstanding at September 30, 2024		4,463,253		$	7.93
Granted		2,298,075			1.48
Forfeited		(13,093	)		6.84
Vested		(520,000	)		0.80
Outstanding at March 31, 2025		6,228,235			6.15

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (years)
Outstanding at September 30, 2024		2,740,846		$	4.89
Expired		(64,988	)		6.65
Forfeited		(51,054	)		6.77
Outstanding at March 31, 2025		2,624,804			4.81		6.3
Exercisable at March 31, 2025		2,413,418			4.66		6.3

	Six months ended March 31, 2024
	Range
	Low			High
Expected volatility		54.8	%		55.6	%
Expected dividend yield		0	%		0	%
Risk-free interest rate		3.9	%		4.4	%
Expected term (years)		4.5			5.3

	Class A			Class B			Class A			Class B
	Three months ended March 31,
	2025						2024
	Class A			Class B			Class A			Class B
Basic net loss per share:
Numerator:
Allocation of net loss	$	(2,177	)	$	(114	)	$	(1,612	)	$	(141	)
Deemed dividend from warrant price adjustment		—			—			(608	)		(53	)
Net loss available to common stockholders		(2,177	)		(114	)		(2,220	)		(194	)
Denominator:
Weighted-average shares outstanding		38,228,919			2,004,901			25,791,094			2,254,901
Basic net loss per share	$	(0.06	)	$	(0.06	)	$	(0.09	)	$	(0.09	)

Diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,177	)	$	(114	)	$	(2,220	)	$	(194	)
Change in fair value of PIPE make-whole liability		—			—			(3,068	)		(268	)
Change in fair value of liability-classified warrants		—			—			(483	)		(42	)
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock		(114	)		—			(504	)		—
Reallocation of net loss		—			—			—			19
Allocation of net loss	$	(2,291	)		(114	)		(6,275	)		(485	)

Denominator:
Number of shares used in basic earnings per share calculation		38,228,919			2,004,901			25,791,094			2,254,901
Shares issuable in satisfaction of PIPE make-whole liability		—			—			1,052,030			—
Shares issuable under liability-classified warrants		—			—			101,228			—
Conversion of Class B to Class A Common Stock		2,004,901			—			2,254,901			—
Number of shares used in per share computation		40,233,820			2,004,901			29,199,253			2,254,901
Diluted net loss per share	$	(0.06	)	$	(0.06	)	$	(0.21	)	$	(0.21	)

	2025		2024
	Six months ended March 31,
	2025		2024
Public Warrants and Private Warrants		9,000,000		9,000,000
PIPE Common Warrants		5,755,396		—
Other common stock warrants		763,384		—
Earnout shares		3,500,000		3,500,000
Shares issuable under RaGE Earn-out		642,809		—
RSUs		6,228,235		4,078,559
Stock options		2,624,804		4,522,529
Antidilutive Shares		28,514,628		21,101,088

(dollars in thousands)	Three months ended March 31,						Change
	2025			2024			$			%

Net revenue	$	2,511		$	1,145		$	1,366			119	%
Cost of revenue		1,491			952			539			57	%
Gross profit		1,020			193			827			428	%

Operating expenses:
Research and development		719			1,397			(678	)		(49	)%
Selling, general and administrative		8,129			7,358			771			10	%

Loss from operations		(7,828	)		(8,562	)		734			(9	)%

Interest expense		274			248			26			10	%
Change in fair value of earnout liability		(2,220	)		(5,174	)		2,954			(57	)%
Change in fair value of warrants		(3,283	)		(106	)		(3,177	)		nm
Change in fair value of PIPE make-whole liability		—			(3,336	)		3,336			(100	)%
Other non-operating (gains) losses, net		(303	)		1,575			(1,878	)		(119	)%

Loss before income taxes		(2,296	)		(1,769	)		(527	)		30	%
Income tax benefit		(5	)		(16	)		11			(69	)%

Net loss and comprehensive loss	$	(2,291	)	$	(1,753	)	$	(538	)		31	%

	●	the per share fair value of the underlying common stock;
	●	the exercise price;
	●	the risk-free interest rate;
	●	the expected term;
	●	expected stock price volatility over the expected term; and
	●	the expected annual dividend yield.

	●	We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of personnel with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, our insufficient complement of personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions.
	●	We did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in our financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to our risks of material misstatement to financial reporting.

	●	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.

	●	a limited availability of market quotations for our securities;
	●	reduced liquidity for our securities;
	●	a determination that our Class A Common Stock is a “penny stock,” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
	●	a limited amount of news and analyst coverage; and
	●	a decreased ability to issue additional securities or obtain additional financing in the future.

Exhibit No.		Description

4.1		Form of Amended and Restated Series A Common Stock Purchase Warrant.

4.2		Form of Amended and Restated Series B Common Stock Purchase Warrant.

10.1		Amended and Restated Restricted Stock Unit Award Agreement by and between Mobix Labs, Inc. and James Peterson dated as of April 11, 2025.

10.2		Amended and Restated Restricted Stock Unit Award Agreement by and between Mobix Labs, Inc. and Frederick Goerner dated as of April 11, 2025.

10.3		Restricted Stock Unit Award Agreement by and between Mobix Labs, Inc. and David Aldrich dated as of April 10, 2025 (incorporated by reference to Exhibit 99.3 of the Registrant’s Registration Statement on Form S-8 (File No. 333-286200), filed with the SEC on March 28, 2025).

10.4		Restricted Stock Unit Award Agreement by and between Mobix Labs, Inc. and Kurt Busch dated as of April 10, 2025 (incorporated by reference to Exhibit 99.4 of the Registrant’s Registration Statement on Form S-8 (File No. 333-286200), filed with the SEC on March 28, 2025).

10.5		Restricted Stock Unit Award Agreement by and between Mobix Labs, Inc. and William Carpou dated as of April 10, 2025 (incorporated by reference to Exhibit 99.5 of the Registrant’s Registration Statement on Form S-8 (File No. 333-286200), filed with the SEC on March 28, 2025).

10.6		Amended and Restated Restricted Stock Award Agreement by and between Mobix Labs, Inc. and Fabian Battaglia dated as of May 5, 2025.

10.7		Amended and Restated Restricted Stock Award Agreement by and between Mobix Labs, Inc. and Keyvan Samini dated as of May 5, 2025.

10.8		2023 Equity Incentive Plan (As Amended) incorporated by reference to Exhibit 99.11 of the Registrant’s Registration Statement on Form S-8 (File No. 333-286200), filed with the SEC on March 28, 2025).

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: May 15, 2025	By:	/s/ Keyvan Samini
		Keyvan Samini
		President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

	(B) =	the Exercise Price of this Warrant, as adjusted hereunder; and

	(X) =	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.