false
0001855467
0001855467
2025-06-26
2025-06-26
0001855467
MOBX:ClassCommonStockParValue0.00001PerShareMember
2025-06-26
2025-06-26
0001855467
MOBX:RedeemableWarrantsEachWarrantExercisableForOneShareOfClassCommonStockMember
2025-06-26
2025-06-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 26, 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
7.01 Regulation FD
On
June 26, 2025, Mobix Labs, Inc. (“Mobix”) issued a press release announcing it has made an unsolicited, non-binding proposal
to acquire Peraso Technologies Inc. (Nasdaq: PRSO) (“Peraso”) in a premium stock-for-stock transaction.
Under
the proposed terms, Mobix would exchange newly issued MOBX common shares for each Peraso share at a twenty percent (20%) premium to Peraso’s
thirty-day average closing share price through June 10, 2025.
A
copy of the press release is furnished as Exhibit 99.1.
The
information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Forward-Looking
Statements
This
Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including, but not limited
to, statements regarding the intent, beliefs, expectations, or strategies of Mobix and its management team. These forward-looking statements
relate to, among other things, Mobix’s unsolicited proposal to acquire Peraso, the anticipated benefits of such a transaction,
including expected synergies, revenue growth, cost savings, operational efficiencies, market opportunities, and strategic positioning
of the combined company. Forward-looking statements can be identified by words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this press release include, but are not limited to, statements regarding: (i) the anticipated
strategic and financial benefits of the proposed transaction with Peraso; (ii) the timing, structure, and likelihood of completing any
such transaction; (iii) the ability of Mobix to realize synergies from the proposed acquisition; (iv) the expected impact on revenue,
margins, and profitability of the combined company; (v) future growth opportunities for Mobix and Peraso individually and on a combined
basis; and (vi) Mobix’s plans if the Peraso board declines to engage. These forward-looking statements are based on current expectations,
assumptions, and estimates, and are subject to numerous risks and uncertainties. These include, without limitation, risks relating to:
(i) the possibility that the proposed transaction may not proceed; (ii) the ability to obtain regulatory or shareholder approvals, if
required; (iii) the risk that Peraso’s board of directors or management may not respond or may oppose the proposal; (iv) failure
to realize anticipated benefits of the transaction; (v) changes in the financial or operating performance of Mobix or Peraso; and (vi)
general economic, market, and industry conditions. These and other risks are described in Mobix’s filings with the U.S. Securities
and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and other subsequent filings. All forward-looking statements
are based on information available to Mobix as of the date of this release and Mobix undertakes no obligation to update any forward-looking
statements to reflect events or circumstances after the date they were made, except as required by law. As a result of known and unknown
risks, actual outcomes may differ materially from those indicated or implied by such forward-looking statements.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release issued by Mobix Labs, Inc. on June 26, 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. |
| |
|
| Date:
July 2, 2025 |
By: |
/s/
Keyvan Samini |
| |
Name: |
Keyvan
Samini |
| |
Title: |
President
and Chief Financial Officer |
