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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): March 23,
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
5.07 Submission of Matters to a Vote of Security Holders
On
March 23, 2026, Mobix Labs, Inc. (the “Company”) held its Annual 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 March 6, 2026 (the “Proxy
Statement”). Present at the Meeting were holders of 43,982,421 shares of Class A Common Stock of the Company (the “Class
A Common Stock”) and 2,004,901 Class B Common Stock of the Company (the “Class B Common Stock” and, together
with the Class A Common Stock, the “Common Stock”) represented in person or by proxy, representing approximately 52.86%
of the voting power of the Common Stock as of February 27, 2026, the record date for the Meeting, 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.
Summarized
below are the final results of the matters voted on at the Meeting based on the final, certified report of the voting results by the
independent inspector of elections. There were no recorded broker non-votes.
Proposal
No. 1: The Director Election Proposal
The
Director Election Proposal was approved. The Class A Director Nominees were elected by the holders of Class A Common Stock and Class
B Common Stock voting together. The Class B Director Nominee was elected by the holders of Class B Common Stock. The voting results were
as follows:
| Class
A Director Nominees |
|
For |
|
Against |
|
Abstentions |
| David
Aldrich |
|
62,046,590 |
|
545,610 |
|
1,439,231 |
| Frederick
Goerner |
|
61,334,088 |
|
716,936 |
|
1,980,407 |
| Class
B Director Nominee |
|
|
|
|
|
|
| Keyvan
Samini |
|
20,049,010 |
|
0 |
|
0 |
Proposal
No. 2: The Ratification of Selection of Independent Registered Public Accounting Firm Proposal
The
Ratification of Selection of Independent Registered Public Accounting Firm Proposal was approved. The voting results were as follows:
| For |
|
Against |
|
Abstentions |
| 62,399,491 |
|
460,692 |
|
1,171,248 |
Proposal
No. 3: The Reverse Stock Split Proposal
The
Reverse Stock Split Proposal was approved. The voting results were as follows:
| For |
|
Against |
|
Abstentions |
| 61,593,771 |
|
2,357,828 |
|
79,832 |
Proposal
No. 4: The Warrant Proposal
The
Warrant Proposal was approved. The voting results were as follows:
| For |
|
Against |
|
Abstentions |
| 60,766,331 |
|
1,868,539 |
|
1,396,561 |
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:
March 25, 2026
