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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 21, 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 |
|
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
1.01 |
Entry
into a Material Definitive Agreement. |
On
October 21, 2025, Mobix Labs, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”)
with Roth Capital Partners, LLC (“Manager”) under which the Company may offer and sell, from time to time at its sole discretion,
up to $15.8 million in shares of its Class A common stock, $0.00001 par value per share (“Common Stock”), through the Manager
acting in its capacity as its sales agent.
Pursuant
to the Agreement, sales of the Common Stock, if any, will be made under the Company’s effective Registration Statement on Form
S-3 (File No. 333-284351), previously filed with the Securities and Exchange Commission on January 17, 2025 and declared effective on
January 24, 2025, and the prospectus supplement relating to this offering for up to $15.8 million in shares of its Common Stock, filed
on October 21, 2025 by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under
the Securities Act of 1933, as amended, including privately negotiated and block transactions. The Manager will use commercially reasonable
efforts consistent with its normal trading and sales practices and applicable state and federal
law, rules and regulations and the rules of The Nasdaq Capital Market to sell the Common Stock from time to time, based upon instructions
from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company
will pay the Manager a commission of three percent (3.0%) of the gross sales proceeds of any Common Stock sold through the Manager under
the Agreement, and also has provided the Manager with customary indemnification rights. The Company will also reimburse the Manager for
certain specified expenses in connection with entering into the Agreement up to a maximum of $75,000. The Company intends to use the
net proceeds from the offering for working capital purposes.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A
copy of the legal opinion and consent of Greenberg Traurig, P.A. relating to the shares is attached hereto as Exhibit 5.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
| Item
9.01 |
Financial
Statements and Exhibits. |
The
following exhibits are filed with this report:
| Exhibit
No. |
|
Description |
| 1.1 |
|
At
The Market Offering Agreement dated as of October 21, 2025 between the Company and Roth Capital Partners, LLC. |
| 5.1 |
|
Opinion of Greenberg Traurig, P.A. as to the validity of shares of Mobix Labs, Inc. Class A Common Stock. |
| 23.1 |
|
Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1) |
| 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:
October 21, 2025 |
/s/
Keyvan Samini |
| |
Keyvan Samini |
| |
President and Chief
Financial Officer |
