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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): April 6, 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) |
|
(I.R.S.
Employer
Identification No.) |
| 1
Venture, Suite 220, Irvine, California |
|
92618 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(949)
808-8888
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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 240.13e-4(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
3.03 Material Modification to Rights of Security Holders.
On
April 2, 2026, Mobix Labs, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “Certificate of Amendment”),
which became effective at 4:00 p.m. Eastern Time on April 6, 2026, and implemented a one-for-ten (1:10) reverse stock split (the “Reverse
Stock Split”) of the Company’s issued and outstanding shares of Class A Common Stock and Class B Common Stock, each with
a par value $0.00001 per share (together, the “Common Stock”). In connection with the Reverse Stock Split, the CUSIP number
for the Common Stock changed to 60743G209. The trading symbol for the Common Stock remains “MOBX”.
As
a result of the Reverse Stock Split, every ten (10) shares of Common Stock issued and outstanding were converted into one (1) share of
Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Cash will be paid in lieu of fractional
shares for any fractional shares of Common Stock resulting from the Reverse Stock Split. The Reverse Stock Split affects all stockholders
uniformly and does not alter any stockholder’s percentage ownership interest in the Company, except for adjustments related to
fractional shares. The Reverse Stock Split will also proportionately adjust the number of shares available under the Company’s
equity incentive plan and the exercise price and number of shares underlying stock options and warrants outstanding on the day the Reverse
Stock Split was effective, in each case in accordance with their terms. The Reverse Stock Split did not change the par value of the Common
Stock or the authorized number of shares of Common Stock.
Additionally,
the Company has instructed Continental Stock Transfer and Trust Company (“Continental”) to send a notice to the holders of
the Company’s outstanding: (i) public warrants to purchase up to 600,000 shares
of Class A Common Stock; and (ii) private placement warrants to purchase up to 340.000
shares of common stock (the “Private Placement Warrants”),
in each case, pursuant to that certain Warrant Agreement between Chavant Capital Acquisition Corporation and Continental, as warrant
agent, dated December 21, 2023, informing the holders that, as a result of the Reverse Stock Split, each Public Warrant and Private Placement
Warrant will become exercisable for 1/10th of a share of common stock at an exercise price of $57.90 per share.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this Current Report on
Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Mobix Labs, Inc. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. |
| |
|
|
| |
By: |
/s/
Keyvan Samini |
| |
Name: |
Keyvan
Samini |
| |
Title: |
President
and Chief Financial Officer |
Date:
April 9, 2026
