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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 24, 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
1.01 |
Entry
into a Material Definitive Agreement. |
On
October 24, 2025, Mobix Labs, Inc. (the “Company”) entered into amendments to certain outstanding warrants to purchase an
aggregate of 13,375,490 shares of the Company’s Class A common stock (the “Warrants”). The amendments revise certain
terms of the Warrants so that, under applicable accounting guidance, the Warrants are classified as equity rather than liabilities on
the Company’s balance sheet. As part of these amendments, the Company issued an additional warrant to purchase 1,000,000 shares
of Class A common stock on the same terms as the Warrant issued on September 4, 2025, including an exercise price of $1.08. No
cash consideration was paid or received in connection with these amendments, which the Company believes strengthen its capital structure
by simplifying the accounting treatment of its outstanding equity instruments. Forms of the amended Warrants are filed as exhibits to
this Current Report on Form 8-K and incorporated herein by reference.
| Item
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As
previously reported on May 2, 2025, the Company received a written notice on April 28, 2025 from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid-price requirement
for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid-Price Requirement”).
The notice provided the Company 180 calendar days, or until October 27, 2025, to regain compliance by maintaining a closing bid price
of at least $1.00 per share for a minimum of ten consecutive business days, as provided in Nasdaq Listing Rule 5810(c)(3)(A) (the “Initial
Compliance Period”).
During
the Initial Compliance Period, the Common Stock maintained closing bid prices at or above $1.00 for ten consecutive trading days, achieving
that level on September 11, 2025. On October 8, 2025, Nasdaq subsequently advised the Company that it was exercising its discretion to
extend the number of days that the Company must maintain a bid-price of at least $1.00 for 20 consecutive business days.
On
October 24, 2025, the Company submitted a request to Nasdaq for an additional 180-day period (the “Second Compliance Period”)
to provide additional time for the Company to demonstrate compliance with the Minimum Bid Price Requirement. The Company currently believes
it satisfies all other applicable quantitative and qualitative continued-listing standards for The Nasdaq Capital Market, including
the requirements relating to market value of publicly held shares and the initial listing requirement for minimum stockholders’
equity. Following the warrant amendments described in Item 1.01 of this Form 8-K, the Company’s stockholders’ equity exceeds
$5 million, which meets the initial inclusion standard for The Nasdaq Capital Market.
On October 29,
2025, the Company received written notice from Nasdaq (the “Extension Letter”) granting the Company an extension through
April 27, 2026 (the “Extension Deadline”), to regain compliance with the Minimum Bid-Price Requirement. The Extension Letter
has no immediate effect on the Nasdaq listing or trading of the Company’s common stock. The Company remains committed to maintaining
compliance with all Nasdaq listing requirements and to taking appropriate actions to support its continued listing. The Company will
continue to monitor the closing bid price of its Common Stock and evaluate all available options to maintain compliance with applicable
Nasdaq standards including customary corporate actions, if necessary. There can be no assurance that the Company will regain compliance
with the Minimum Bid Price Requirement by the Extension Deadline.
The
Company has taken a series of actions that have strengthened its balance sheet and increased stockholders’ equity. As a result
of the transactions and amendments described below, the Company believes that it satisfies the initial listing requirements for The Nasdaq
Capital Market, including the minimum stockholders’ equity standard.
| |
● |
On
October 15, 2025, the Company executed an exchange agreement with Acromax, Inc. (“Acromax”) pursuant to which the Company
issued 227,954 shares of its Class A common stock in exchange for the cancellation of $204,931.07 of obligations owed to Acromax. |
| |
|
|
| |
● |
On
October 20, 2025, the Company executed an exchange agreement with Alessandra Investment Trust II, Tony Alessandra Trustee and Beneficiary
(“Alessandra”), pursuant to which the Company issued 687,894 shares of its Class A common stock in exchange for the cancellation
of $510,791.67 of indebtedness owed to Alessandra. |
| |
|
|
| |
● |
As
further described above in Item 1.01 of this Current Report on Form 8-K, on October 24, 2025, the Company entered into amendments
to certain outstanding warrants held by Armistice Capital Master Fund Ltd. (“Armistice”). The warrants had previously
been classified as liabilities on the Company’s balance sheet in the amount of approximately $6.3 million. The amendments modified
certain terms so that, under applicable accounting guidance, the warrants are classified as equity rather than liabilities. As a
result, this amount is now reflected as stockholders’ equity, further improving the Company’s capital structure. In addition,
the Company issued a warrant to purchase 1,000,000 shares of Class A common stock in connection with the amendments to the warrants. |
The
Company believes these actions collectively strengthen its financial position and support continued compliance with Nasdaq’s quantitative
listing standards.
Forward-Looking
Statements
This
Current Report on Form 8-K contains statements that may constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements reflect the current expectations, estimates, and assumptions of Mobix
Labs, Inc. (the “Company”) and its management regarding future events, financial condition, and compliance status. Forward-looking
statements are inherently subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s
control. Words such as “believes,” “expects,” “intends,” “anticipates,” “plans,”
“estimates,” “may,” “will,” “should,” “could,” and similar expressions are
intended to identify such forward-looking statements. Among other matters, these statements include, without limitation, the Company’s
belief that its recent warrant amendments, debt-for-equity exchanges, and other balance-sheet actions have strengthened its capital structure
and increased stockholders’ equity; the Company’s belief that it currently satisfies the initial and continued listing requirements
for The Nasdaq Capital Market, including the minimum stockholders’-equity standard; and its intention to continue
monitoring the trading price of its common stock and, if necessary, to take customary corporate actions to maintain compliance with applicable
Nasdaq listing standards. The financial and equity figures referenced in this report are preliminary, unaudited, and subject to change
upon completion of the Company’s regular review and audit processes. These amounts may differ from those that will be reflected
in the Company’s reviewed or audited financial statements to be filed with the Securities and Exchange Commission. These forward-looking
statements are based on information available to the Company as of the date of this report and are not guarantees of future performance.
All forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially
from those projected or implied by such forward-looking statements. For example, there can be no assurance that the Company regain compliance with the Minimum
Bid Price Requirement or otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as
necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief, fluctuations in the market price
of the Company’s securities, potential changes in Nasdaq’s listing rules or their interpretation, unanticipated accounting
or financial-reporting adjustments, the Company’s ability to execute its strategic initiatives, prevailing economic conditions
and other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Amended and Restated Series A Warrant |
| 4.2 |
|
Form of Amended and Restated Series B Warrant |
| 4.3 |
|
Form of Amended and Restated Common Warrant |
| 4.4 |
|
Form of Amended and Restated Inducement Warrant |
| 4.5 |
|
Form of Warrant |
| 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. |
| |
|
| October
30, 2025 |
By: |
/s/
Keyvan Samini |
| |
Name:
|
Keyvan
Samini |
| |
Title: |
President
and Chief Financial Officer |
