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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): August 8, 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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d)
On
August 8, 2025, the Board of Directors (the “Board”) of Mobix Labs, Inc. (the “Company”) appointed Philip Sansone
as a Class I director of the Board effective immediately for a term expiring at the 2028 Annual Meeting of Stockholders.
Mr.
Sansone currently serves as Chief Executive Officer (“CEO”) of the Company. Prior to his appointment as CEO Mr. Sansone served
as Interim CEO from April 2025 to July 2025 and as Vice President of Worldwide Sales at the Company from September 2021 to April 2025.
Prior to his service at the Company, Mr. Sansone served as Vice President of Global Distribution at MaxLinear, a provider of radio frequency,
analog, digital and mixed-signal integrated circuits, from April 2019 to September 2021. Mr. Sansone received his bachelor’s degree
in business administration from the New York Institute of Technology and brings decades of worldwide sales and distribution experience
to the Company.
There
is no arrangement or understanding between Mr. Sansone and any other person pursuant to which Mr. Sansone has been appointed to
serve as a director of the Board and there are no family relationships between Mr. Sansone and any of the Company’s directors
and executive officers.
On August 13,
2025, Mr. Sansone, the Company’s CEO and Director, personally guaranteed a loan to the Company with a principal amount of
$600,000. Other than the transaction described above, Mr.
Sansone is not a party to any other transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
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 14, 2025 |
/s/
Keyvan Samini |
| |
Keyvan
Samini |
| |
President
and Chief Financial Officer |
