[8-K/A] Mobix Labs, Inc. Amends Material Event Report

Rhea-AI Filing Summary

Summary: This 8-K/A corrects the registrant's July 29, 2025 filing to reflect the July 23, 2025 announcement that Fabian Battaglia, the Companys Chief Executive Officer and a named executive, will step down as CEO and resign from the Board, each effective July 25, 2025. Mr. Battaglia will serve as a senior advisor and consultant to the CEO and Board through December 31, 2026, will retain his previously granted equity awards, and the Company will pay for his and his spouses COBRA health benefits for 36 months. The filing lists a Retirement and Release Agreement dated July 25, 2025 as Exhibit 10.1.

Positive

• Fabian Battaglia will remain as senior advisor and consultant through December 31, 2026
• He retains previously granted equity awards, preserving alignment with shareholders
• Company will pay COBRA health benefits for 36 months, indicating a structured transition
• Filing states the resignation was not due to any disagreement with the Company

Negative

• Fabian Battaglia is stepping down as CEO and resigning from the Board, effective July 25, 2025
• Leadership transition introduces potential uncertainty pending identification of a permanent successor

Insights

Financial Analyst

TL;DR: CEO departure is material but transition mitigants (advisor role, equity retention, 36-month COBRA) suggest a neutral near-term impact.

The filing confirms that Fabian Battaglia will step down as CEO and resign from the Board effective July 25, 2025. Key continuity measures include his role as senior advisor through December 31, 2026, retention of existing equity awards, and Company-paid COBRA for 36 months. No disagreement with the Company was reported. These facts reduce immediate operational disruption, but investors should watch for successor appointment and any strategic shifts.

Corporate Governance Expert

TL;DR: Governance change is notable; retention as advisor and documented agreement limit governance disruption but warrant monitoring.

The amendment corrects the Original Filing to state Mr. Battaglia resigned from his Board seat effective July 25, 2025. The inclusion of a Retirement and Release Agreement (Exhibit 10.1) and the explicit statement that the departure was not due to any disagreement mitigate immediate governance concerns. Continued advisor status through Dec 31, 2026 and retention of equity align incentives during transition. Investors should evaluate board succession and any related governance updates.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 23, 2025

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40621		98-1591717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Venture, Suite 220  Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(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 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

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2025 (the “Original Filing”) by Mobix Labs, Inc. (the “Company”). This Amendment No. 1 is being filed to correct an inadvertent error contained in the Original Filing relating to Fabian Battaglia’s role on the Board of Directors (the “Board”). The Original Filing incorrectly stated that Mr. Battaglia would continue as a member of the Board. On July 25, 2025, Mr. Battaglia resigned from his role as a member of the Board but will remain actively involved with the Company as a senior advisor and consultant to the Chief Executive Officer and Board until December 31, 2026. For convenience, we have included in this filing the entirety of Item 5.02(b) of the Original Filing, as amended to correct the error.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Certain Officers and Directors

On July 23, 2025, Mobix Labs, Inc. (the “Company”) announced that Fabian Battaglia, Chief Executive Officer (“CEO”) and a named executive officer of the Company, notified the Company of his decision to step down from his role as CEO, effective July 25, 2025. Mr. Battaglia also informed the Company he would be resigning from his role as a member of the Board, effective July 25, 2025.

Mr. Battaglia will remain actively involved with the Company as a senior advisor and consultant to the CEO and Board of Directors (the “Board”) until December 31, 2026. The Company will continue to pay for Mr. Battaglia’s and his spouse’s health benefits (COBRA) for 36 months. He will also retain the equity awards already granted to him. Mr. Battaglia’s decision to retire from his role as CEO and member of the Board is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Retirement and Release Agreement, by and among Mobix Labs, Inc. and Fabrizio Battaglia, dated as of July 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Mobix Labs, Inc.
Dated: August 7, 2025	/s/ Keyvan Samini
	Keyvan Samini
	President and Chief Financial Officer

FAQ

What happened to Mobix Labs (MOBX) CEO Fabian Battaglia?

The filing states Fabian Battaglia will step down as CEO and resign from the Board effective July 25, 2025.

Will Fabian Battaglia remain involved with MOBX after stepping down?

Yes. He will remain as a senior advisor and consultant to the CEO and Board through December 31, 2026.

Does the filing indicate any disagreement between Mr. Battaglia and Mobix Labs?

No. The filing explicitly states the decision to retire was not the result of any disagreement with the Company on operations, policies, or practices.

What compensation or benefits does Mr. Battaglia receive upon stepping down?

He will retain his existing equity awards and the Company will pay for his and his spouse's COBRA health benefits for 36 months.

What exhibits are included with the 8-K/A?

The filing lists a Retirement and Release Agreement dated July 25, 2025 (Exhibit 10.1) and the Cover Page Interactive Data File (Exhibit 104).