Core Insights - Mobix Labs achieved record adjusted gross margins of 60.6%, significantly up from 42.7% in the previous quarter and 40.3% year-over-year, indicating a strong shift towards higher-margin products and improved operational efficiency [5][11] - The company reported adjusted gross profit of $1.42 million for Q3 2025, reflecting a 32.7% increase from $1.07 million in the prior quarter and a 71.1% increase from $0.83 million year-over-year [5][11] - Year-over-year revenue growth reached $2.35 million, a 14.2% increase compared to $2.06 million in Q3 2024, demonstrating strong demand despite shipment timing variances [5][11] - The adjusted loss from operations improved to $1.17 million, a 64.2% reduction from the $3.27 million loss in the prior quarter [5][11] - For the first nine months of fiscal 2025, adjusted gross profit surged to $4.21 million, up 239.5% from $1.24 million in the same period last year, with adjusted gross margin expanding to 52.4% from 35.6% [5][11] Recent Business Highlights - The integration of RaGE Systems is enabling Mobix Labs to deliver faster, turnkey solutions, enhancing its position in aerospace and defense markets [5] - The company has expanded its relationships with top-tier defense contractors, positioning itself for multi-year program opportunities [5] - Mobix Labs announced an unsolicited proposal to acquire Peraso, Inc. at a 20% premium to its 30-day average share price, indicating a strategic commitment to market expansion and revenue growth [5] - The ongoing focus on expanding product offerings in RF/mmWave, EMI filtering, and next-generation connectivity is creating a robust pipeline for high-margin solutions in emerging 5G, aerospace, and defense applications [5]

[First Quarter 2025 Financial Results](index=1&type=section&id=First%20Quarter%202025%20Financial%20Results) [Financial and Business Highlights](index=1&type=section&id=Financial%20and%20Business%20Highlights) Mobix Labs reported strong Q1 2025 results with revenue surging 11-fold to $3.17 million and adjusted operating losses improving for the fourth consecutive quarter | Metric | Value | | :--- | :--- | | Revenue | $3.17 million | | Adjusted Gross Margin | 54.1% | | Adjusted Loss from Operations | $2.5 million | - Revenue growth increased **11-fold** compared to the same fiscal quarter last year, demonstrating an exceptional growth trajectory[2](index=2&type=chunk) - The company achieved its fourth consecutive quarter of reduced operating losses, with the adjusted loss from operations improving by **28.9%** from the prior fiscal quarter[2](index=2&type=chunk)[6](index=6&type=chunk) - Recent operational achievements include integrating newly acquired companies, strengthening ties with aerospace and defense customers, and expanding research collaborations for next-generation technologies[6](index=6&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) The company's Q1 2025 financial statements show substantial revenue growth to $3.17 million, improved GAAP operating loss, and a stockholders' deficit of $(3.0) million [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Mobix Labs reported Q1 2025 net revenue of $3.17 million, a positive gross profit, and a GAAP net loss of $(19.8) million | Metric (in thousands) | Q1 2025 | Q1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Net revenue | $3,169 | $285 | 1011.9% | | Gross profit | $1,687 | $(44) | nm | | Loss from operations | $(14,630) | $(17,269) | -15.3% | | Net income (loss) | $(19,839) | $935 | nm | | Basic EPS | $(0.52) | $0.04 | nm | - Research and development expenses saw a significant year-over-year decrease of **60.9%** to **$611 thousand**[12](index=12&type=chunk) - Selling, general and administrative expenses remained relatively stable, increasing by only **0.3%** to **$15.7 million** compared to the prior year[12](index=12&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2024, Mobix Labs reported total assets of $37.3 million, increased total liabilities of $40.3 million, and a stockholders' deficit of $(3.0) million | Metric (in thousands) | Dec 31, 2024 | Sep 30, 2024 | | :--- | :--- | :--- | | Total Assets | $37,271 | $39,088 | | Total Liabilities | $40,310 | $33,558 | | Total stockholders' equity (deficit) | $(3,039) | $5,530 | - The company held **$405 thousand** in cash at the end of the quarter[16](index=16&type=chunk) - Current liabilities of **$28.4 million** significantly exceeded current assets of **$3.8 million** as of December 31, 2024[16](index=16&type=chunk) [Non-GAAP Financial Measures](index=1&type=section&id=Non-GAAP%20Financial%20Measures) Mobix Labs utilizes non-GAAP measures like Adjusted Gross Profit and Adjusted Loss from Operations to provide a clearer view of core business performance, showing improved profitability in Q1 2025 - The company provides non-GAAP financial measures to offer more transparency into business trends, excluding effects of non-cash expenses and acquisition-related charges[3](index=3&type=chunk) Reconciliation to Adjusted Loss from Operations | Reconciliation to Adjusted Loss from Operations (in thousands) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | GAAP loss from operations | $(14,630) | $(17,269) | | Stock-based compensation expense | $9,802 | $12,705 | | Merger & acquisition- related expenses | $1,646 | $117 | | **Adjusted loss from operations** | **$(2,588)** | **$(4,097)** | Reconciliation to Adjusted Gross Profit | Reconciliation to Adjusted Gross Profit (in thousands) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | GAAP gross profit | $1,687 | $(44) | | **Adjusted Gross Profit** | **$1,715** | **$24** | | **Adjusted Gross Margin %** | **54.1%** | **8.4%** | [Company Overview and Outlook](index=3&type=section&id=Company%20Overview%20and%20Outlook) Mobix Labs specializes in advanced wireless and wired connectivity components, targeting diverse markets, with a growth strategy focused on strategic acquisitions and product portfolio expansion - The company designs, develops, and sells components and systems for advanced wireless (RF, mmWave 5G) and wired connectivity (EMI filtering)[9](index=9&type=chunk) - Key target markets include consumer, commercial, industrial, automotive, medical, aerospace, and defense[9](index=9&type=chunk) - The company's growth strategy includes pursuing acquisitions of companies with existing revenue and technologies that can accelerate its market position[9](index=9&type=chunk) [Conference Call Information](index=2&type=section&id=Conference%20Call%20Information) Mobix Labs will host a conference call and webcast on Tuesday, February 18, 2025, at 2:00 PM Pacific Time to discuss its Q1 2025 financial results Conference Call Details | Detail | Information | | :--- | :--- | | Event | First Quarter 2025 Earnings Call | | Date | Tuesday, February 18, 2025 | | Time | 2:00pm Pacific Time / 5:00pm Eastern Time | | Webcast | Available on the Company's investor relations website |

Financial Data and Key Metrics Changes - In Q1 2025, Mobix Labs reported revenues of $3.17 million, exceeding prior guidance and marking a 7.3% sequential increase over the previous quarter [11][23] - Revenue increased 11-fold compared to the same fiscal quarter last year, indicating exceptional growth [23] - Adjusted gross margin for Q1 2025 was 54.1%, down from 56.6% in the prior quarter, reflecting ongoing price discipline and cost efficiencies [24][49] - Adjusted loss from operations improved by 28.9%, narrowing to $2.5 million from $3.6 million in Q4 [24][49] - Cash increased to $405,000 at the end of Q1, up from $266,000 in the prior quarter [25][50] Business Line Data and Key Metrics Changes - The EMI Interconnect Solutions product line is a high growth engine, with strong demand for Filtered ARINC Connectors launched in mid-2024 [14][38] - RaGE Systems continues to drive growth, recently awarded a Phase 1 SBIR grant from the U.S. Department of Defense for satellite communications technology [16][40] - Demand for millimeter wave imaging and security detection products remains robust, with advancements in imaging modules opening new market opportunities [41] Market Data and Key Metrics Changes - The company is expanding its presence in the aerospace and defense markets through the acquisition of Spacecraft Components Corp and SCP Manufacturing [12][36] - The integration of these acquisitions is expected to enhance operational efficiency and profitability [13][37] Company Strategy and Development Direction - Mobix Labs is focused on leveraging technology innovation, strategic acquisitions, and operational excellence to drive sustained growth [11][20] - The company aims to achieve a long-term gross margin of 60% and an adjusted operating margin of 30% [51][52] - Strategic investments in technology, talent, and infrastructure are planned to maximize shareholder value [45][20] Management's Comments on Operating Environment and Future Outlook - Management acknowledges substantial near-term variability associated with the acquisition strategy and sales cycles, opting to withhold revenue guidance for the second fiscal quarter [26][51] - The company remains committed to disciplined cost management to drive operational leverage and advance toward profitability [52] Other Important Information - The company is actively pursuing additional financing to capitalize on strategic acquisitions and rising customer demand [25][50] - Ongoing research collaborations with the University of Massachusetts at Lowell are generating innovations in infrastructure imaging and satellite communications [44] Q&A Session Summary Question: What are the expectations for future revenue growth? - Management did not provide specific revenue guidance for the upcoming quarter due to variability in acquisition strategy and sales cycles [26][51] Question: How is the company addressing operational efficiencies? - The company is focused on disciplined cost management and optimizing production capacity to meet growing customer demand [19][52]

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) The company designs connectivity components and grows through strategic acquisitions in diverse high-tech markets - The company's core business involves designing and selling components for advanced wireless and wired connectivity, RF, switching, and EMI filtering technologies across multiple high-growth markets[227](index=227&type=chunk)[17](index=17&type=chunk) - A key component of the company's growth strategy is the acquisition of complementary businesses, including **Cosemi (2021), EMI Solutions (December 2023), and RaGE Systems (May 2024)**[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - For the fiscal year ended September 30, 2024, sales to Leidos Holdings, Inc, represented approximately **40% of net revenues**, indicating significant customer concentration[2](index=2&type=chunk) - The company competes with large, established semiconductor firms such as **Qualcomm, NXP, and Qorvo** in the wireless sector and with companies like **Amphenol and TE Connectivity** in the interconnect products market[3](index=3&type=chunk)[4](index=4&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces going concern risks, material weaknesses in internal controls, and potential Nasdaq delisting - The company has a history of operating losses and negative cash flows, which raises **substantial doubt about its ability to continue as a going concern**[288](index=288&type=chunk)[286](index=286&type=chunk) - **Multiple material weaknesses** in internal control over financial reporting have been identified, affecting the control environment, risk assessment, and IT general controls[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) - The company received **delinquency notices from Nasdaq** for failing to maintain minimum market value and bid price, creating a risk of delisting[387](index=387&type=chunk) - The **dual-class common stock structure** concentrates voting control with directors and management, limiting the influence of Class A stockholders[377](index=377&type=chunk)[378](index=378&type=chunk)[1](index=1&type=chunk) [Item 1C. Cybersecurity](index=35&type=section&id=Item%201C.%20Cybersecurity) Cybersecurity risk management is overseen by the audit committee, with no material incidents reported to date - The audit committee of the Board, along with the management team, has primary responsibility for assessing and managing cybersecurity risks[451](index=451&type=chunk) - To date, the company has not experienced any cybersecurity threats or incidents that have materially affected its operations, business strategy, or financial condition[426](index=426&type=chunk) [Item 2. Properties](index=35&type=section&id=Item%202.%20Properties) The company leases all its principal facilities, which are considered adequate for current and future operations Leased Properties | Location | Use | Square footage | | :--- | :--- | :--- | | Irvine, CA | Corporate headquarters | 19,436 | | Irvine, CA | Design, manufacturing and sales | 6,149 | | Lowell, MA | Design, manufacturing and sales | 5,085 | | Newburyport, MA | Design, manufacturing | 2,400 | [Item 3. Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings) The company settled several disputes and is defending two lawsuits for alleged unpaid fees - Three disputes with plaintiff Manuchehr Neshat were fully settled via a global Settlement Agreement and Release in October 2024, which is not expected to have a material impact[8](index=8&type=chunk) - The company is defending a lawsuit from law firm Rutan & Tucker, LLP, which seeks to recover approximately **$700,000 in legal fees**[428](index=428&type=chunk) - A lawsuit was filed by Creditors Adjustment Bureau, Inc, to recover a purported debt of approximately **$132,000**[454](index=454&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on Nasdaq, and it has no history of paying cash dividends - The company's Class A Common Stock and Public Warrants are traded on Nasdaq under the symbols **"MOBX" and "MOBXW"**[11](index=11&type=chunk) - As of December 6, 2024, there were **33,681,049 Class A shares** held by 277 record holders and **2,129,901 Class B shares** held by six record holders[12](index=12&type=chunk) - The company has **never paid cash dividends** on its Common Stock and does not expect to declare any in the foreseeable future[431](index=431&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew significantly through acquisitions, but operating losses widened and liquidity concerns raise going concern doubts [Overview](index=38&type=section&id=Overview) The company's strategy focuses on acquisitions to scale revenue, highlighted by its merger and the RaGE Systems purchase - The company's corporate strategy has evolved to include acquisitions in diverse sectors like aerospace, military, and medical technology to scale revenue[18](index=18&type=chunk) - On December 21, 2023, the company completed its merger with Chavant Capital Acquisition Corp, becoming a public company and raising gross proceeds of **$21.0 million**[50](index=50&type=chunk)[460](index=460&type=chunk) - In May 2024, Mobix Labs acquired RaGE Systems for consideration of **3.2 million shares of Class A Common Stock** (valued at $7.7 million) and **$2.0 million in cash**[20](index=20&type=chunk)[49](index=49&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Acquisitions drove a 426% revenue increase, though higher SG&A expenses widened the operating loss Fiscal Year Performance Comparison | Metric (in thousands) | FY 2024 | FY 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | $6,442 | $1,224 | 426% | | Gross Profit | $2,552 | $(396) | nm | | Loss from Operations | $(46,395) | $(35,544) | 31% | | Net Loss | $(20,034) | $(39,621) | (49)% | - Net revenue increased by **$5.2 million (426%)** in FY 2024, primarily due to sales from the acquisitions of EMI Solutions and RaGE Systems[24](index=24&type=chunk) - Selling, general and administrative (SG&A) expenses rose by 74% to $41.8 million, largely driven by a **$20.6 million stock-based compensation charge** recognized upon the Merger's completion[499](index=499&type=chunk)[26](index=26&type=chunk) - A non-cash gain of **$31.9 million** was recognized due to the decrease in the fair value of the earnout liability, driven by the decline in the company's stock price[28](index=28&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company has a critical liquidity shortage, with substantial doubt about its ability to continue as a going concern - Management has **substantial doubt about the company's ability to continue as a going concern**, as it lacks adequate liquidity beyond the next ninety days[484](index=484&type=chunk) - As of September 30, 2024, the company's cash balance was **$266 thousand**, with a working capital deficit of **$20.8 million**[37](index=37&type=chunk) Cash Flow Summary | Activity (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,388) | $(14,626) | | Net cash used in investing activities | $(1,108) | $(633) | | Net cash provided by financing activities | $19,673 | $15,170 | [Critical Accounting Policies and Estimates](index=47&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Significant estimates are used for valuing complex financial instruments, stock options, and business combinations - The company uses a **Monte Carlo simulation model** to estimate the fair value of liability-classified instruments like the earnout liability[98](index=98&type=chunk)[43](index=43&type=chunk)[99](index=99&type=chunk) - The fair value of stock options is estimated using the **Black-Scholes option-pricing model**, which requires significant management assumptions[490](index=490&type=chunk)[72](index=72&type=chunk) - Accounting for business combinations requires significant estimates to allocate the purchase price to the fair value of assets acquired and liabilities assumed[105](index=105&type=chunk)[76](index=76&type=chunk) - Goodwill totaled **$16.1 million** as of September 30, 2024; a **$1.3 million impairment charge** was recorded in FY 2024 for acquisition-related intangible assets[78](index=78&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=52&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited financial statements include an auditor's report expressing substantial doubt about the company's going concern status [Report of Independent Registered Public Accounting Firm](index=53&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report highlights substantial doubt about the company's ability to continue as a going concern - The independent auditor's report includes a paragraph highlighting **substantial doubt about the Company's ability to continue as a going concern** due to recurring operating losses[87](index=87&type=chunk)[115](index=115&type=chunk) - The auditor, PricewaterhouseCoopers LLP, issued an opinion that the consolidated financial statements present fairly in conformity with U.S. GAAP[86](index=86&type=chunk) [Consolidated Financial Statements](index=54&type=section&id=Consolidated%20Financial%20Statements) The statements detail the company's financial position, operating results, and cash flows for fiscal years 2024 and 2023 Consolidated Balance Sheets Summary | Category (in thousands) | Sept 30, 2024 | Sept 30, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Total Current Assets | $5,271 | $830 | | Total Assets | $39,088 | $18,748 | | **Liabilities & Equity** | | | | Total Current Liabilities | $26,107 | $20,423 | | Total Liabilities | $33,558 | $21,789 | | Total Stockholders' Equity (Deficit) | $5,530 | $(5,341) | Consolidated Statements of Operations Summary | Metric (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net Revenue | $6,442 | $1,224 | | Loss from Operations | $(46,395) | $(35,544) | | Net Loss | $(20,034) | $(39,621) | | Net Loss per Share (Basic) | $(0.73) | $(2.71) | Consolidated Statements of Cash Flows Summary | Activity (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,388) | $(14,626) | | Net cash used in investing activities | $(1,108) | $(633) | | Net cash provided by financing activities | $19,673 | $15,170 | | Net increase (decrease) in cash | $177 | $(89) | [Notes to Consolidated Financial Statements](index=59&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Key notes detail the going concern issue, reverse recapitalization accounting, and acquisition details - Note 1 reiterates that operating losses and negative cash flows lead to **substantial doubt about its ability to continue as a going concern**[153](index=153&type=chunk) - Note 3 explains that the merger with Chavant was accounted for as a **reverse recapitalization**, with Legacy Mobix being the accounting acquirer[129](index=129&type=chunk) - Note 4 provides details on the acquisitions of **RaGE Systems (total consideration $9.5M)** and **EMI Solutions (total consideration $10.9M)**[640](index=640&type=chunk)[651](index=651&type=chunk)[637](index=637&type=chunk) - Note 18 details that the merger closing triggered a performance condition for 5,000,000 RSUs, leading to the recognition of **$20.6 million in stock-based compensation expense** in FY2024[537](index=537&type=chunk)[538](index=538&type=chunk) [Item 9A. Controls and Procedures](index=96&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were not effective - Management concluded that the company's **internal control over financial reporting was not effective** as of September 30, 2024[566](index=566&type=chunk) - Key material weaknesses identified include an **ineffective control environment** with insufficient accounting personnel, an inadequate risk assessment process, and a lack of formal controls[549](index=549&type=chunk)[550](index=550&type=chunk)[568](index=568&type=chunk) - The company also identified **material weaknesses in its IT general controls** related to change management, user access, and computer operations[569](index=569&type=chunk)[330](index=330&type=chunk) - A **remediation plan is underway**, which includes hiring additional personnel and implementing new controls, but it will not be considered remediated until fully tested over time[571](index=571&type=chunk)[554](index=554&type=chunk)

Mobix Labs, Inc. Form 8-K Current Report (October 15, 2024) [Item 2.02 Results of Operations and Financial Condition](index=1&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Mobix Labs announced preliminary financial results for Q4 and FY2024 via a press release, furnished for disclosure purposes - The company announced selected preliminary financial results for the fiscal fourth quarter and year ended September 30, 2024[3](index=3&type=chunk) - The announcement was made through a press release on October 15, 2024, which is attached as Exhibit 99.1[3](index=3&type=chunk) - The provided information, including Exhibit 99.1, is considered "furnished" and not "filed" under Section 18 of the Exchange Act, which limits legal liability associated with the disclosure[3](index=3&type=chunk) [Item 7.01 Regulation FD Disclosure](index=2&type=section&id=Item%207.01%20Regulation%20FD) A separate press release, furnished as Exhibit 99.2, was issued on October 17, 2024, discussing the company's 2024 growth - A press release discussing the company's 2024 growth was issued on October 17, 2024[4](index=4&type=chunk) - This press release is furnished as Exhibit 99.2[4](index=4&type=chunk)[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section details the exhibits accompanying the Form 8-K filing, including press releases and the interactive data file List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release issued by Mobix Labs, Inc. on October 15, 2024 | | 99.2 | Press Release issued by Mobix Labs, Inc. on October 17, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

Financial Data and Key Metrics Changes - Revenues for Q4 2024 reached $2.95 million, representing a 44% sequential increase and a full fiscal year growth rate of 426% [26][9] - Adjusted gross margin improved by 16.3 percentage points sequentially to 56.6% in Q4 2024, with a full year adjusted gross margin of 45% [27][28] - Adjusted loss from operations decreased by more than 12% in Q4 to $3.6 million, with a full year loss narrowing to $15.96 million [28][29] - Cash balance increased to $266,000 at the end of Q4, up from $205,000 in the prior quarter [29] Business Line Data and Key Metrics Changes - EMI interconnect solutions saw increased bookings, particularly in aerospace and defense sectors, driven by geopolitical factors [16][34] - Wireless systems achieved strong revenue and increased margins during RaGE Systems' first full quarter with Mobix Labs [17] Market Data and Key Metrics Changes - The acquisition of Spacecraft Components is expected to expand Mobix's reach into high-demand sectors such as military, defense, aerospace, and rail [24][25] - The company is experiencing increased opportunities in the EMI space due to ongoing geopolitical tensions [34] Company Strategy and Development Direction - The company focuses on organic growth in connectivity, wireless communications, security imaging, and detection, alongside a defined M&A strategy targeting aerospace, defense, transportation, and medical sectors [44][45] - The acquisition strategy aims to diversify offerings and expand into new markets while driving revenue and margins [22][31] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, forecasting consolidated revenues of $3.05 million to $3.15 million for Q1 2025, indicating continued growth momentum [29] - The company aims for long-term financial goals of achieving an adjusted gross margin of 60% and an adjusted operating margin of 30% [30] Other Important Information - The acquisition of Spacecraft Components is expected to be immediately accretive and enhance Mobix's sales strategy [25] - The company is actively pursuing additional financing to support its acquisition strategy and meet rising customer demand [29] Q&A Session Summary Question: Details on increased bookings for EMI interconnect solutions - Management noted that increased opportunities in the aerospace and defense sectors are driving the growth in bookings due to ongoing geopolitical tensions [34] Question: Visibility on bookings timeline - Management indicated that visibility typically extends out to two quarters [36] Question: Leveraging new employees from Spacecraft Components acquisition - Management confirmed that they will look for synergies to leverage the capabilities of Spacecraft, particularly in manufacturing [38] Question: Percentage of engineers among new employees - Management stated that less than 5% of the new employees from Spacecraft are engineers [40] Question: Strategies to drive shareholder value and stock price growth - Management reiterated a consistent strategy focusing on organic growth and M&A to accelerate growth [44][45] Question: Potential for strategic partnership with NVIDIA - Management expressed interest in aligning with NVIDIA's success and noted that Mobix's IP is applicable in the same ecosystem, anticipating increased demand for higher bandwidth applications [47]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Mobix Labs reported strong sequential revenue growth and gross margin expansion in Q3 2024, driven by strategic acquisitions and increasing customer demand - CEO Fabian Battaglia emphasized the successful acquisition of **RaGE Systems**, a growing **M&A pipeline**, and increasing customer demand as key drivers for the quarter[1](index=1&type=chunk) - President and CFO Keyvan Samini highlighted the **80% sequential revenue growth**, **gross margin expansion**, and the closing of an **additional private placement**, with the company seeking more financing to fuel its acquisition strategy and fulfill strong customer demand[1](index=1&type=chunk) [Financial Performance](index=1&type=section&id=Financial%20Performance) This section details Mobix Labs' financial results for Q3 2024, including key highlights, statements of operations, balance sheets, and non-GAAP reconciliations [Financial Highlights for Third Quarter of 2024](index=1&type=section&id=Financial%20Highlights%20for%20Third%20Quarter%20of%202024) Mobix Labs achieved **$2.1 million** in Q3 2024 revenue, an **80% sequential increase**, with a **$9.3 million GAAP loss** and **$4.1 million non-GAAP adjusted loss** from operations Q3 2024 Financial Highlights (vs Q2 2024) | Metric | Q3 2024 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | $2.1 million | $1.1 million | +80% | | **GAAP Loss from Operations** | $9.3 million | $8.6 million | Increased Loss | | **Non-GAAP Adjusted Loss from Operations** | $4.1 million | $4.1 million | Unchanged | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q3 2024, the company reported **$2.1 million** in net revenue and a **$7.7 million net loss**, or **($0.25) per basic share**, compared to **$10.0 million** net loss in the prior year Statement of Operations (Three Months Ended June 30, in thousands) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Net Revenue** | $2,058 | $80 | | **Loss from Operations** | $(9,348) | $(9,739) | | **Net Loss** | $(7,679) | $(10,004) | | **Net Loss per Share (Basic)** | $(0.25) | $(0.65) | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2024, Mobix Labs reported **$41.3 million** in total assets, **$32.7 million** in total liabilities, and **$8.5 million** in positive stockholders' equity Balance Sheet Summary (in thousands) | Metric | June 30, 2024 | 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $4,070 | $830 | | **Total Assets** | $41,277 | $18,748 | | **Total Current Liabilities** | $25,501 | $20,423 | | **Total Liabilities** | $32,741 | $21,789 | | **Total Stockholders' Equity (Deficit)** | $8,536 | $(5,341) | [Business Operations & Strategy](index=1&type=section&id=Business%20Operations%20%26%20Strategy) Mobix Labs actively pursues growth through strategic acquisitions, partnerships, and new product development, including the **RaGE Systems** acquisition and **5G base station** collaboration - Completed the acquisition of **RaGE Systems**, a leader in radio frequency and mmWave design, affirming the company's global acquisition strategy[3](index=3&type=chunk) - Announced intent to acquire **J-Mark Connectors Inc.** to enhance sales strategy and gross margins, specifically targeting the military, aerospace, and defense sectors[3](index=3&type=chunk) - Introduced **new filtered D-sub and EMI filtered connectors** designed for high-reliability applications in defense, aerospace, and medical markets[4](index=4&type=chunk)[5](index=5&type=chunk) - Formed a **strategic partnership with TalkingHeads Wireless (THW)** to develop energy-efficient **5G base stations**, combining THW's AI technology with Mobix Labs' portfolio of ICs, antennas, and optical components[5](index=5&type=chunk) - Selected as a connector supplier for the **U.S. Navy's Standard Missile-6 program** and has completed its initial product delivery[5](index=5&type=chunk) [Financial Outlook](index=3&type=section&id=Financial%20Outlook) The company projects continued sequential revenue growth for Q4 2024, providing specific guidance for consolidated revenues Q4 2024 Revenue Outlook | Metric | Projected Range | | :--- | :--- | | **Consolidated Revenues** | $2.6 - $3.2 million | [Non-GAAP Financial Measures](index=2&type=section&id=Non-GAAP%20Financial%20Measures) Mobix Labs utilizes non-GAAP financial measures, such as Adjusted Loss from Operations, to provide clearer insights into business trends by excluding non-cash and acquisition-related expenses - The company uses **non-GAAP measures** to exclude items like amortization of acquisition-related intangibles, merger expenses, and stock-based compensation to better reflect current business trends[7](index=7&type=chunk)[8](index=8&type=chunk) Reconciliation of GAAP Loss from Operations to Adjusted Loss from Operations (in thousands) | Description | Three Months Ended June 30, 2024 | | :--- | :--- | | **GAAP loss from operations** | $(9,348) | | Stock-based compensation expense | $3,622 | | Merger & acquisition-related expenses | $976 | | Amortization of acquisition related intangible assets | $481 | | Depreciation | $127 | | **Adjusted loss from operations** | **$(4,142)** | [Company Information and Disclosures](index=3&type=section&id=Company%20Information%20and%20Disclosures) This section outlines Mobix Labs' business in semiconductor and wireless solutions, including its focus areas and standard forward-looking statement disclosures - Mobix Labs specializes in four key areas: **EMI Interconnect Solutions**, **Active Optical Cables (AOC) for AI data centers**, **5G IC Solutions**, and **Wireless Systems Solutions**[13](index=13&type=chunk) - The report includes a **standard safe harbor statement** regarding forward-looking information, cautioning that actual results may differ materially from projections due to various known and unknown risks and uncertainties[15](index=15&type=chunk)[16](index=16&type=chunk)

Mergers and Acquisitions - The company completed the merger with Mobix Labs, Inc. on December 21, 2023, changing its name from Chavant Capital Acquisition Corp. to Mobix Labs, Inc.[165] - The acquisition of RaGE Systems was finalized on May 21, 2024, with an aggregate consideration of 3,214,045 shares valued at $7,682 and $2,000 in cash, including potential earn-out payments of up to $8,000 over eight fiscal quarters[169][170]. - The acquisition of EMI Solutions was completed on December 18, 2023, for a total consideration of 964,912 shares valued at $8,856 and $2,200 in cash[182]. - The company is actively pursuing acquisitions to enhance its product portfolio and expand into strategically aligned industries, particularly in aerospace, military, defense, and medical sectors[164]. Financial Performance - Net revenue for the three months ended June 30, 2024, was $2,058,000, an increase of $1,978,000 or 2,473% compared to $80,000 for the same period in 2023[189]. - For the nine months ended June 30, 2024, net revenue was $3,488,000, an increase of $2,697,000 or 341% compared to $791,000 for the same period in 2023[190]. - Cost of revenue for the three months ended June 30, 2024, was $1,327,000, an increase of $1,042,000 or 366% compared to $285,000 for the same period in 2023[192]. - Research and development expenses for the three months ended June 30, 2024, were $1,369,000, a decrease of $1,790,000 or 57% compared to $3,159,000 for the same period in 2023[194]. - Selling, general and administrative expenses for the three months ended June 30, 2024, were $8,710,000, an increase of $2,335,000 or 37% compared to $6,375,000 for the same period in 2023[197]. - Net loss for the three months ended June 30, 2024, was $7,679,000, a decrease of $2,325,000 or 23% compared to a net loss of $10,004,000 for the same period in 2023[201]. - Loss from operations for the nine months ended June 30, 2024, was $35,179,000, an increase of $4,375,000 or 14% compared to $30,804,000 for the same period in 2023[187]. - Selling, general and administrative expenses for the nine months ended June 30, 2024, were $31,731,000, an increase of $10,533,000 or 50% compared to $21,198,000 for the same period in 2023[199]. Cash Flow and Financing - The company raised gross proceeds of $21,014 from the merger, including $1,264 from cash held in Chavant's trust account and $19,750 from a private investment in public equity (PIPE) at $10.00 per share[180]. - Net cash provided by financing activities for the nine months ended June 30, 2024, was $15,991, which included $21,014 from the merger and PIPE[220]. - The company completed a private placement in July 2024, raising gross proceeds of $4,000 before fees and expenses[222]. - For the nine months ended June 30, 2024, net cash used in operating activities was $14,767, which included a net loss of $8,497[218]. - The company expects to continue incurring operating losses and negative cash flows, necessitating additional debt or equity financing[228]. Liabilities and Assets - Total liabilities increased to $32,741 as of June 30, 2024, compared to $21,789 as of September 30, 2023, primarily due to the earnout and PIPE make-whole liabilities totaling $4,909[225]. - The company incurred a loss from operations of $35,179 for the nine months ended June 30, 2024, and an accumulated deficit of $92,920 as of the same date[227]. - Cash balance as of June 30, 2024, was $205, up from $89 at September 30, 2023, with a working capital deficit of $21,431[222]. Fair Value and Accounting - The fair value of the earnout liability decreased, resulting in non-cash gains of $661,000 and $30,599,000 for the three months and nine months ended June 30, 2024, respectively[201]. - As of June 30, 2024, the estimated fair value of the PIPE make-whole liability was adjusted to $1,949, resulting in a non-cash loss of $310 for the three months ended June 30, 2024[205]. - The Private Warrants had an estimated fair value of $562 as of June 30, 2024, leading to a non-cash gain of $68 for the three months ended June 30, 2024[207]. - The fair value of the earnout liability was estimated at $10.66 as of December 2023, with an expected volatility of 50% and a risk-free rate of 3.9%[233]. - The fair value of the PIPE make-whole liability was estimated at $21.10 as of December 2023, with an expected volatility of 49% and a risk-free rate of 5.4%[234]. - The company recognizes liabilities for uncertain tax positions based on a two-step process regarding recognition and measurement[245]. - The company allocates the purchase price of acquisitions to tangible and intangible assets based on their estimated fair values, with excess recorded as goodwill[246]. Company Classification and Future Expectations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[252]. - The company is also classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements[254]. - Stock-based compensation expense is expected to increase in future periods due to existing unrecognized stock-based compensation and additional awards granted[243]. - The company has not recorded any impairment charges during the three months and nine months ended June 30, 2024 and 2023, but future cash flows may vary from expectations[251]. - The company uses a Monte Carlo simulation model to estimate the fair value of both earnout and PIPE make-whole liabilities, incorporating significant assumptions[233][234].

Mergers and Acquisitions - The company completed the merger with Mobix Labs, Inc. on December 21, 2023, raising gross proceeds of $21,014, including a $19,750 private investment in public equity (PIPE) at $10.00 per share[190][199]. - The company plans to acquire RaGE Systems, Inc. for a total consideration of $12,000, which includes $10,000 in stock and $2,000 in cash, with potential earn-out payments of up to $8,000 over eight fiscal quarters[194][195]. - The acquisition of EMI Solutions, Inc. was completed on December 18, 2023, for a total consideration of $2,200 in cash and 964,912 shares of Legacy Mobix common stock valued at $8,856[200]. Financial Performance - Net revenue for the three months ended March 31, 2024, was $1,145,000, compared to $32,000 for the same period in 2023, reflecting an increase of $1,113,000 or 3,478%[211]. - For the six months ended March 31, 2024, net revenue was $1,430,000, up from $711,000 in the same period in 2023, representing an increase of $719,000 or 101%[212]. - Cost of revenue for the three months ended March 31, 2024, was $952,000, compared to $209,000 for the same period in 2023, an increase of $743,000 or 356%[215]. - Research and development expenses decreased to $1,397,000 for the three months ended March 31, 2024, from $2,633,000 in the same period in 2023, a decrease of $1,236,000 or 47%[218]. - Selling, general and administrative expenses for the three months ended March 31, 2024, were $7,358,000, down from $9,029,000 in the same period in 2023, a decrease of $1,671,000 or 19%[221]. - Loss from operations for the three months ended March 31, 2024, was $(8,562,000), compared to $(11,839,000) for the same period in 2023, an improvement of $3,277,000 or 28%[211]. - The company recognized a net loss of $(1,753,000) for the three months ended March 31, 2024, compared to $(13,142,000) for the same period in 2023, an improvement of $11,389,000 or 87%[211]. - For the six months ended March 31, 2024, the net loss was $(818,000), significantly improved from $(22,532,000) in the same period in 2023, an improvement of $21,714,000 or 96%[209]. Operational Challenges - The company experienced a decline in revenue for the year ended September 30, 2023, due to supply chain constraints that limited its ability to meet demand from its largest customer[203]. - The company is facing ongoing supply chain disruptions and inflationary pressures, which have negatively impacted gross margins and operational results[205][206]. - The company reduced its headcount by approximately 35% in January 2024 to address capital limitations and focus on completing the merger and acquisition activities[201]. Strategic Initiatives - The company is actively pursuing acquisitions to enhance its product portfolio and expand into strategically aligned industries, particularly in aerospace, military, defense, and medical sectors[189][192]. - The company has developed a range of wireless mmWave 5G integrated circuits aimed at improving performance, efficiency, size, and cost[189]. - The company has implemented operational measures to minimize turnaround time in fulfilling orders and is designing lower-cost products to maintain performance standards[205][206]. Cash Flow and Liabilities - For the six months ended March 31, 2024, net cash used in operating activities was $11,689, including a net loss of $818 and net non-cash credits of $11,807[245]. - The company reported a net cash increase of $2,904 for the six months ended March 31, 2024, compared to a decrease of $178 for the same period in 2023[244]. - As of March 31, 2024, the cash balance was $2,993, a significant increase from $89 at September 30, 2023[251]. - Total liabilities increased to $25,344 as of March 31, 2024, primarily due to the recognition of earnout and PIPE make-whole liabilities totaling $5,260[255]. - The company incurred a loss from operations of $25,831 for the six months ended March 31, 2024, contributing to an accumulated deficit of $85,241[257]. Valuation and Financial Reporting - The fair value of the earnout liability decreased, resulting in non-cash gains of $5,174,000 for the three months ended March 31, 2024[228]. - The fair value of the earnout liability was estimated using a Monte Carlo simulation model with a stock price of $10.66 and expected volatility of 50% as of December 21, 2023[265]. - The fair value of the PIPE make-whole liability was estimated with a stock price of $10.17 and expected volatility of 49% as of December 21, 2023[268]. - The company is classified as an "emerging growth company" and will take advantage of certain exemptions from various reporting requirements[285]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[288]. Stock and Compensation - The company recognizes stock-based compensation expense over a typical service period of four years[272]. - The fair value of common stock is determined based on quoted market prices post-merger, while pre-merger valuations considered various factors including third-party valuations and operational developments[269].

[Q2 2024 Financial and Business Highlights](index=1&type=section&id=Q2%202024%20Financial%20and%20Business%20Highlights) [Financial Performance](index=1&type=section&id=Financial%20Performance) Mobix Labs reported a significant sequential revenue increase of **over 300%** to **$1.1 million** in Q2 2024, with GAAP loss from operations improving to **$8.56 million** from **$17.27 million** in the prior quarter, while non-GAAP loss from operations remained relatively stable at **$4.08 million** Q2 2024 vs Q1 2024 Financial Highlights | Metric | Q2 2024 | Q1 2024 | Sequential Change | | :--- | :--- | :--- | :--- | | Total Revenue | $1.1 million | $0.29 million | +302% | | GAAP Loss from Operations | ($8.56 million) | ($17.27 million) | Improvement | | Non-GAAP Loss from Operations | ($4.08 million) | ($4.21 million) | Stable | [Business and Strategic Developments](index=1&type=section&id=Business%20and%20Strategic%20Developments) The company executed several key strategic initiatives, highlighted by the signing of a definitive agreement to acquire RaGE Systems, which is expected to expand its technology portfolio and market reach, alongside a global distribution agreement with Arrow Electronics, the launch of a new high-power RF switch, securing a **$100 million** equity line of credit, and winning multiple contracts in the defense sector - Signed a definitive agreement to acquire RaGE Systems to accelerate its technology portfolio in next-generation wireless communications and diversify its product offerings[1](index=1&type=chunk)[2](index=2&type=chunk)[4](index=4&type=chunk) - Entered into a global distribution agreement with Arrow Electronics, initially focusing on Mobix Labs' Electromagnetic Interference (EMI) Filtering products for the defense and aerospace markets[4](index=4&type=chunk) - Secured an equity line of credit providing access to up to **$100 million** from B. Riley Principal Capital II, LLC to support growth and strategic acquisitions[2](index=2&type=chunk)[9](index=9&type=chunk) - Key product and contract wins include: - Launched the **MBX3110 SP10T high-power RF switch** for the land mobile radio (LMR) market - Began selling proprietary filtering products to **GE HealthCare** and **PerkinElmer** - Awarded contracts for connectivity solutions for the **Tomahawk Missile System**, **Javelin Missile System**, and **M-1 Abrams Tank**[9](index=9&type=chunk) [Financial Outlook](index=2&type=section&id=Financial%20Outlook) Contingent upon the closing of the RaGE Systems acquisition, Mobix Labs projects continued revenue growth through the second half of fiscal 2024, expecting net revenues to be in the range of **$1.8 to $2.2 million** for the third quarter and **$2.6 to $3.2 million** for the fourth quarter Fiscal 2024 Revenue Outlook (Subject to RaGE acquisition closing) | Fiscal Quarter | Expected Net Revenue Range | | :--- | :--- | | Q3 2024 | $1.8 - $2.2 million | | Q4 2024 | $2.6 - $3.2 million | [Financial Statements](index=5&type=section&id=Financial%20Statements) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2024, Mobix Labs reported net revenue of **$1.145 million**, a substantial increase from **$32 thousand** in the prior-year period, and recorded a net loss of **$1.753 million**, or **($0.09)** per basic share, a significant improvement compared to a net loss of **$13.142 million**, or **($0.94)** per basic share, in the same quarter of 2023 Statement of Operations Highlights (Three Months Ended March 31) | Metric (in thousands, except per share) | 2024 | 2023 | | :--- | :--- | :--- | | Net revenue | $1,145 | $32 | | Loss from operations | ($8,562) | ($11,839) | | Net loss | ($1,753) | ($13,142) | | Net loss per common share (Basic) | ($0.09) | ($0.94) | [Reconciliation of GAAP to Non-GAAP Measures](index=6&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) The company provided reconciliations for key non-GAAP metrics, adjusting the GAAP loss from operations of **$8.56 million** for items including stock-based compensation (**$1.44 million**) and merger-related expenses (**$2.40 million**) to arrive at a non-GAAP loss from operations of **$4.08 million**, with the non-GAAP gross margin for the quarter at **33.7%**, a significant improvement from the negative margin in the prior-year period Reconciliation to Non-GAAP Loss from Operations (Q2 2024, in thousands) | Description | Amount | | :--- | :--- | | GAAP loss from operations | ($8,562) | | Stock-based compensation expense | $1,441 | | Merger and acquisition-related expenses | $2,398 | | Other adjustments (Depreciation, Amortization, etc.) | $641 | | **Non-GAAP loss from operations** | **($4,082)** | GAAP vs. Non-GAAP Gross Margin (Q2 2024) | Metric | Amount | Percentage | | :--- | :--- | :--- | | GAAP gross profit | $193 thousand | 16.9% | | Non-GAAP gross profit | $386 thousand | 33.7% | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, Mobix Labs reported total assets of **$29.5 million** and total liabilities of **$25.3 million**, with total stockholders' equity turning positive to **$4.15 million** from a deficit of **$5.34 million** at the end of fiscal year 2023, and cash increasing significantly to **$2.99 million** from **$89 thousand** Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | September 30, 2023 | | :--- | :--- | :--- | | Cash | $2,993 | $89 | | Total Assets | $29,497 | $18,748 | | Total Liabilities | $25,344 | $21,789 | | Total Stockholders' Equity (Deficit) | $4,153 | ($5,341) | [Other Information](index=2&type=section&id=Other%20Information) [About Mobix Labs, Inc.](index=3&type=section&id=About%20Mobix%20Labs%2C%20Inc.) Based in Irvine, California, Mobix Labs is a fabless semiconductor company that develops and delivers mmWave 5G and C-Band wireless solutions, along with connectivity and filtering products, serving next-generation communication systems in the aerospace, military, and high-reliability medical markets - **Mobix Labs is a fabless semiconductor company** focused on next-generation connectivity solutions for wired, wireless 5G, military, defense, aerospace, and medical industries[1](index=1&type=chunk)[12](index=12&type=chunk) [Forward-Looking Statements and Risk Factors](index=3&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) The report contains forward-looking statements regarding the company's future expectations, including the anticipated closing and benefits of the RaGE Systems acquisition, financial outlook, and market conditions, and details significant risk factors that could impact performance, such as security price volatility, capital requirements, competition, supply chain issues, and the challenges of being an early-stage company - The press release includes forward-looking statements concerning the RaGE Systems acquisition, the B. Riley equity line, financial outlook, and future product development[13](index=13&type=chunk) - Key risks identified include security price volatility, inability to meet future capital needs, challenges in commercializing products, competition, and the company's limited operating history[14](index=14&type=chunk) [Conference Call Information](index=3&type=section&id=Conference%20Call%20Information) The company hosted its second quarter 2024 earnings conference call on Tuesday, May 14, 2024, at 2:00 p.m. Pacific Time, with details for accessing the webcast and a replay provided on the company's investor relations website - The earnings conference call was held on May 14, 2024, at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time[11](index=11&type=chunk)