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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): October 2, 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, CA |
|
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 Global 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
5.07 Submission of Matters to a Vote of Security Holders
On
October 2, 2026, Mobix Labs, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”)
to vote on four proposals, as described in the definitive proxy statement filed by the Company with the SEC on September 14, 2026 (the
“Proxy Statement”). Present at the Meeting were holders of 9,416,734 shares of Class A Common Stock of the Company
(the “Class A Common Stock”) represented in person or by proxy, representing approximately 52.45% of the voting power
of the Class A Common Stock as of September 8, 2026, the record date for the Meeting (the “Record Date”), and constituting
a quorum for the transaction of business.
At
the Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Proxy
Statement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement.
Set
forth below are the final voting results for all the proposals presented at the Meeting:
Proposal
No. 1: The Reverse Split Amendment Proposal
The
Reverse Split Amendment Proposal was approved. The voting results were as follows:
| For |
|
Against |
|
Abstentions |
| 7,680,758 |
|
1,719,286 |
|
16,690 |
Proposal
No. 2: The 2023 Equity Incentive Plan Amendment Proposal
The
2023 Equity Incentive Plan Amendment Proposal was approved. The voting results were as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 2,747,842 |
|
1,475,554 |
|
70,445 |
|
5,122,893 |
Proposal
No. 3: The Kips Issuance Proposal
The
Kips Issuance Proposal was approved. The voting results were as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,636,132 |
|
626,788 |
|
30,921 |
|
5,122,893 |
Proposal
No. 4: The Leviston Issuance Proposal
The
Leviston Issuance Proposal was approved. The voting results were as follows:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,587,818 |
|
676,498 |
|
29,525 |
|
5,122,893 |
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:
October 2, 2026
