UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
| (Check
one): |
☐
Form 10-K |
☐
Form 20-F |
☐
Form 11-K |
|
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☒
Form 10-Q |
☐
Form 10-D |
☐
Form N-CEN |
☐
Form N-CSR |
For
Period Ended: March 31, 2026
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☐ |
Transition
Report on Form 10-K |
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☐ |
Transition
Report on Form 20-F |
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☐ |
Transition
Report on Form 11-K |
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☐ |
Transition
Report on Form 10-Q |
For
the Transition Period Ended: ___________________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this Form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Mobix
Labs, Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
1
Venture, Suite 220
Address
of Principal Executive Office (Street and Number)
Irvine,
California 92618
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The
reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
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(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Mobix
Labs, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) by the prescribed due date because the Company
needs additional time, in part due to turnover within the Company’s accounting department, to finalize review of the Company’s
financial statements and evaluation of disclosure controls and procedures to be included in its Form 10-Q. The Company expects to file
the quarterly report within the extension period.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Keyvan
Samini |
|
(949) |
|
808-8888 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
☒
Yes ☐ No
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
☒
Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The
Company’s results of operations for the quarter ended March 31, 2026 will reflect changes from the quarter ended March 31, 2025.
While the Company is still reviewing and finalizing its financial results, it is able to provide certain preliminary results. The Company
expects to report the following for the quarter ended March 31, 2026: (i) loss from operations of approximately $6.1 million, an improvement
compared to loss from operations of $7.8 million for the quarter ended March 31, 2025; (ii) net revenues of approximately $970 thousand,
as compared to net revenues of $2.5 million for the quarter ended March 31, 2025, primarily reflecting supply chain disruptions and
related production delays at a significant customer, which the Company anticipates will be substantially resolved during the current
quarter; and (iii) net loss of approximately $5.9 million, as compared to net loss of $2.3 million for the quarter ended March 31,
2025, with the year-over-year change driven primarily by the non-recurrence of non-cash gains recognized in the prior-year quarter
from changes in the fair value of the Company’s warrant and earnout liabilities, together with higher interest expense, rather than changes
in underlying operating performance rather than operating performance. The Company anticipates executing certain arrangements to provide
additional liquidity prior to the filing of the Form 10-Q, however the Company’s financial statements for the quarter ended
March 31, 2026 will continue to reflect there is substantial doubt about the Company’s ability to continue as a going concern for
the next twelve months.
These
are preliminary results based on current expectations and are still under review and subject to change. Actual results may differ.
Forward-Looking
Statements
This
Form 12b-25 includes information that constitutes forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on the Registrant’s current beliefs, assumptions and expectations
regarding future events, which in turn are based on information currently available to the Registrant. Such forward-looking statements
include statements regarding the anticipated timing of completion of the Company’s financial results for the quarter ended March
31, 2026, and the Company’s expectations with respect to its results of operations for the quarter ended March 31, 2026. By their
nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual
events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include,
without limitation, the risk that additional or different information may become known prior to the expected filing of the periodic report
described herein. Other risks affecting the Company are discussed in the Company’s filings with the SEC, including its most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required
by applicable laws.
Mobix
Labs, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date |
May
18, 2026 |
|
By |
/s/
Keyvan Samini |
INSTRUCTION:
The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the Form.
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ATTENTION |
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| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
GENERAL
INSTRUCTIONS
| 1. |
This
Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
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| 2. |
One
signed original and four conformed copies of this Form and amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the Form will be made a matter of public record in the Commission files. |
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| 3. |
A
manually signed copy of the Form and amendments thereto shall be filed with each national securities exchange on which any class
of securities of the registrant is registered. |
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| 4. |
Amendments
to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The Form
shall be clearly identified as an amended notification. |
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| 5. |
Electronic
filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant
to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter). |
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| 6. |
Interactive
data submissions. This Form shall not be used by electronic filers with respect to the submission or posting of an Interactive
Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period
prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter). |
