Mobix Labs (MOBX) lowers stockholder meeting quorum threshold to one-third

Rhea-AI Filing Summary

Mobix Labs, Inc. announced that its board of directors approved an amendment and restatement of the company’s bylaws effective February 27, 2026. The key change lowers the quorum requirement for stockholder meetings from a majority of voting power to one-third of the voting power of outstanding shares entitled to vote, unless otherwise required by law, the certificate of incorporation or applicable stock exchange rules.

The full text of the amended and restated bylaws, including the revised quorum language in Section 1.5, is provided as Exhibit 3.1 to this report.

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UNITED STATES

SECURITIES 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): February 27, 2026

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On February 27, 2026, the board of directors of Mobix Labs, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Bylaws”) effective as of the date of the board’s approval. The amendment of the Bylaws reduces the quorum requirement for all meetings of stockholders (unless otherwise provided by statute, the Company’s amended and restated certificate of incorporation or regulations of any stock exchange applicable to the Company) from the presence, in person or by proxy, of a majority in voting power of the then outstanding shares of stock entitled to vote to the presence, in person or by proxy, of one-third of the voting power of the outstanding shares of stock entitled to vote.

The foregoing description of the Bylaws, as amended, does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended. A complete copy of the Bylaws, including the language added by the amendment to Bylaws appearing in Section 1.5, is attached to this report as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit No.		Description
3.1		Amended and Restated Bylaws
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: March 2, 2026	/s/ Keyvan Samini
	Keyvan Samini
	President and Chief Financial Officer

FAQ

What governance change did Mobix Labs (MOBX) disclose in this 8-K?

Mobix Labs disclosed that its board approved amended and restated bylaws. The primary governance change lowers the quorum requirement for stockholder meetings, making it easier to reach a valid quorum under certain circumstances when fewer shareholders are present or represented.

How did Mobix Labs (MOBX) change its quorum requirement for stockholder meetings?

Mobix Labs reduced its quorum requirement from a majority of the voting power to one-third of the voting power. This applies to meetings of stockholders except where statute, the certificate of incorporation, or applicable stock exchange regulations impose different requirements.

When did the amended bylaws of Mobix Labs (MOBX) become effective?

The amended and restated bylaws of Mobix Labs became effective on February 27, 2026. That is the date the board of directors approved the changes, including the reduced quorum requirement for stockholder meetings outlined in Section 1.5 of the bylaws.

Where can investors find the full text of Mobix Labs’ amended bylaws?

Investors can review the complete amended and restated bylaws in Exhibit 3.1. This exhibit is attached to the current report and includes the full language of the quorum change in Section 1.5 and all other bylaw provisions.

Does the Mobix Labs (MOBX) bylaw change affect all stockholder meetings?

The revised quorum standard applies to all stockholder meetings unless a different requirement is imposed. Exceptions include situations where relevant statutes, the company’s amended and restated certificate of incorporation, or applicable stock exchange regulations specify alternative quorum thresholds.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 118.4 KB
• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB