Core Insights - Mobix Labs, Inc. has secured design wins and is shipping advanced Filtered Mil-Spec Circular Connectors with Pi Filtering for next-generation military drone platforms [1][4] - The connectors are designed to eliminate high-frequency noise, ensuring secure communications in harsh electronic warfare environments [2][4] - Military drones are increasingly vital for armed forces, providing essential capabilities in navigation, targeting, and payload delivery [3] Company Overview - Mobix Labs is a fabless semiconductor company based in Irvine, California, specializing in advanced connectivity solutions for various high-reliability markets, including aerospace and defense [5] - The company focuses on electromagnetic interference (EMI) solutions, ensuring high performance and reliability in demanding environments [5] Industry Context - Military drone platforms are crucial assets for modern defense strategies, enhancing tactical and strategic advantages [4] - The integration of advanced connector solutions supports secure communications and mission-critical precision in military applications [4][3]

Core Insights - Mobix Labs, Inc. is collaborating with a national railroad carrier to develop next-generation safety technologies for the rail industry, focusing on AI-powered multi-sensor systems for monitoring rail ties [1][2][4] - The initiative aims to reduce maintenance costs, extend the lifecycle of rail ties, and enhance rail safety through continuous monitoring and classification [4][5] Company Overview - Mobix Labs is a fabless semiconductor company based in Irvine, California, specializing in advanced wireless and wired connectivity solutions for various high-reliability markets, including aerospace, defense, and 5G [5] - The company is known for its expertise in electromagnetic interference (EMI) solutions and high-performance technologies for demanding applications [5] Industry Context - The U.S. rail network consists of 140,000 miles of track supported by over 450 million rail ties, with approximately 16 million ties replaced annually [4] - The collaboration with the railroad carrier represents a significant step in modernizing rail maintenance practices and improving safety through advanced sensing and AI technologies [5]

Core Insights - Mobix Labs, Inc. is collaborating with a national railroad carrier to develop next-generation safety technologies for the rail industry, focusing on AI-powered multi-sensor systems for monitoring rail ties [1][2][4] Group 1: Technology Development - The initiative involves designing a sensor array to be mounted on slow-moving track vehicles to capture detailed data on wooden rail ties and rail beds [2] - The collected data will be analyzed using proprietary algorithms and AI models to classify the health of each rail tie under various conditions [2][3] - The current phase aims to identify the most effective sensor configuration and AI approach for broader deployment, with a goal of delivering a self-contained, train-mounted solution [3] Group 2: Industry Impact - The U.S. rail network consists of 140,000 miles of track supported by over 450 million rail ties, with approximately 16 million ties replaced annually [4] - Continuous monitoring and classification of rail ties through Mobix Labs' technology is expected to reduce maintenance costs, extend tie lifecycles, and enhance rail safety [4] - The collaboration is seen as a significant step in modernizing rail maintenance practices and improving safety across the rail industry [5]

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]

Core Insights - Mobix Labs Inc. will participate in the 2025 Leidos Supplier Innovation & Technology Symposium on August 7, 2025, in Washington, D.C. [1] - The company's wireless division, RaGE Systems, will showcase innovations in RF and wireless technologies, including millimeter-wave sensor development and advanced communication solutions [2][4] - The symposium serves as a platform for collaboration between Leidos technology leaders and strategic suppliers, highlighting advancements in defense and commercial technologies [3] Company Overview - Mobix Labs is a U.S.-based supplier of advanced connectivity solutions targeting aerospace, defense, AI, and 5G infrastructure markets [9] - The company specializes in performance-critical RF, optical, and electromagnetic interference interconnect technologies through proprietary semiconductor IP and vertically integrated manufacturing [9]

Core Insights - Mobix Labs, Inc. is entering a new growth phase with a leadership transition as Fabian Battaglia retires as CEO and Phil Sansone takes over [1][2][4] - The company has expanded its presence in critical sectors such as defense, military, aerospace, and high-speed wireless communication under Battaglia's leadership [2][3] Leadership Transition - Fabian Battaglia, co-founder and CEO, will retire effective July 25, 2025, but will remain as a senior advisor [1][2] - Phil Sansone, who has been Interim CEO since April 2025, has been appointed as the new CEO [1][4] - Sansone has over 30 years of experience in the semiconductor industry and has previously held senior roles at Microsemi, MaxLinear, and Avnet [5][6] Company Growth and Strategy - Under Battaglia's leadership, Mobix transitioned from a startup to a publicly traded company on Nasdaq, focusing on advanced communication technologies [2] - The company has secured key orders in military and defense sectors, enhancing its footprint in these critical markets [6] - Sansone aims to deliver transformative solutions and exceptional value to shareholders as the company enters its next growth phase [4][5] Company Overview - Mobix Labs designs and supplies advanced connectivity solutions for high-growth sectors, including aerospace, defense, wireless, medical, industrial, and automotive markets [7][12] - The company is headquartered in Irvine, California, and offers products such as mmWave RF modules, EMI filters, and optical interconnects [7][12]

[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) |