UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-40621

Mobix Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware

98-1591717

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

15420 Laguna Canyon Rd., Suite 100

Irvine, California 92618

(Address of principal executive offices and zip code)

(949) 808-8888

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	MOBX	Nasdaq Global Market
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock	MOBXW	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s Class A Common Stock and Class B Common Stock outstanding as of February 16, 2024 was 23,553,220 and 2,254,901, respectively.

MOBIX LABS, INC.

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	3

	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	4

	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42

Item 4.	Controls and Procedures	42

PART II. OTHER INFORMATION		44

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75

Item 3.	Defaults Upon Senior Securities	75

Item 4.	Mine Safety Disclosures	75

Item 5.	Other Information	75

Item 6.	Exhibits	76

	Signatures	77

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In this Quarterly Report on Form 10-Q, forward-looking statements include, but are not limited to, any statements regarding:

	●	Mobix Labs, Inc’s (“Mobix Labs”) financial and business performance;

	●	Mobix Labs’ intent to pursue acquisitions of companies and technologies;

●

changes in Mobix Labs’ strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

●

the implementation, market acceptance and success of Mobix Labs’ products and technology in the wireless and connectivity markets and in potential new categories for perception;

●

demand for Mobix Labs’ products and the drivers of that demand;

●

Mobix Labs’ opportunities and strategies for growth;

●

competition in Mobix Labs’ industry, the advantages of Mobix Labs’ products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

●

Mobix Labs’ ability to scale in a cost-effective manner and maintain and expand its manufacturing and supply chain relationships;

●

Mobix Labs’ expectation that it will incur substantial expenses and continuing losses for the foreseeable future;

●

Mobix Labs’ expectations regarding reliance on a limited number of customers and efforts to diversify its customer base;

●

the impact of health epidemics, including the COVID-19 pandemic, on Mobix Labs’ business and industry and the actions Mobix Labs may take in response thereto;

●

Mobix Labs’ expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

●

general economic and socio-political conditions and their impact on demand for the Mobix Labs technology and supply chain for Mobix Labs;

●

future capital requirements and sources and uses of cash; and

●

the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of Mobix Labs as of any subsequent date, Mobix Labs undertakes no obligations to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Mobix Labs may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include the risks and uncertainties set forth in “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Mobix Labs, Inc.

Unaudited Condensed Consolidated Financial Statements

December 31, 2023 and 2022

Condensed Consolidated Balance Sheets as of December 31, 2023 and September 30, 2023 (unaudited)		2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended December 31, 2023 and 2022 (unaudited)		3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three months ended December 31, 2023 and 2022 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2023 and 2022 (unaudited)		5
Notes to Condensed Consolidated Financial Statements (unaudited)		6

MOBIX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)

	December 31,			September 30,
	2023			2023
ASSETS
Current assets
Cash	$	14,796		$	89
Accounts receivable, net		302			53
Inventory		422			319
Prepaid expenses and other current assets		349			369
Total current assets		15,869			830

Property and equipment, net		1,858			1,859
Intangible assets, net		11,550			5,287
Goodwill		10,759			5,217
Operating lease right-of-use assets		990			1,030
Deferred transaction costs		—			4,125
Other assets		430			400
Total assets	$	41,456		$	18,748

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	6,000		$	8,995
Accrued expenses and other current liabilities		8,545			4,519
Deferred purchase consideration		1,622			—
Notes payable		1,503			1,286
Notes payable – related parties		3,449			3,793
Simple agreements for future equity (“SAFEs”)		—			1,512
Operating lease liabilities, current		325			318
Total current liabilities		21,444			20,423

Earnout liability		8,795			—
PIPE make-whole liability		4,975			—
Deferred tax liability		192			86
Operating lease liabilities, noncurrent		1,196			1,280
Other noncurrent liabilities		488			—
Total liabilities		37,090			21,789

Commitments and contingencies (Note 14)

Redeemable convertible preferred stock
Founders Convertible Preferred Stock, $0.00001 par value, no shares authorized, issued or outstanding at December 31, 2023; 600,000 shares authorized, 588,235 shares issued and outstanding at September 30, 2023		—			—
Series A Convertible Preferred Stock, $0.00001 par value, no shares authorized, issued or outstanding at December 31, 2023; 2,000,000 shares authorized, 1,666,666 shares issued and outstanding at September 30, 2023; liquidation preference of $2,300 at September 30, 2023		—			2,300

Stockholders’ equity (deficit)
Legacy Mobix common stock, $0.00001 par value, no shares authorized, issued or outstanding at December 31, 2023; 57,400,000 shares authorized, 16,692,175 issued and outstanding at September 30, 2023		—			—
Class A common stock, $0.00001 par value, 285,000,000 shares authorized; 23,544,492 and no shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively		—			—
Class B common stock, $0.00001 par value, 5,000,000 shares authorized; 2,254,901 and no shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively		—			—
Additional paid-in capital		87,193			78,421
Accumulated deficit		(82,827	)		(83,762	)
Total stockholders’ equity (deficit)		4,366			(5,341	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	41,456		$	18,748

See accompanying notes to condensed consolidated financial statements.

MOBIX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands, except share and per share amounts)

	Three months ended December 31,
	2023			2022
Net revenue
Product sales	$	285		$	679

Costs and expenses
Cost of revenue		329			694
Research and development		1,562			3,417
Selling, general and administrative		15,663			5,794
Loss from operations		(17,269	)		(9,226	)

Interest expense		857			83
Change in fair value of earnout liability		(24,764	)		—
Change in fair value of PIPE make-whole liability		2,904			—
Change in fair value of private warrants		60			—
Change in fair value of SAFEs		10			50
Merger-related transaction costs expensed		4,009			—
Loss before income taxes		(345	)		(9,359	)
Provision (benefit) for income taxes		(1,280	)		31
Net income (loss) and comprehensive income (loss)	$	935		$	(9,390	)

Net income (loss) per common share:
Basic	$	0.04		$	(0.76	)
Diluted	$	0.04		$	(0.76	)
Weighted-average common shares outstanding:
Basic		18,617,656			12,379,480
Diluted		23,316,071			12,379,480

See accompanying notes to condensed consolidated financial statements.

MOBIX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited, in thousands, except share and per share amounts)

	Founders Redeemable Convertible Preferred Stock					Series A Redeemable Convertible Preferred Stock						Contingently Redeemable Common Stock						Legacy Common Stock					Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stock-holders’ Equity
	Shares			Amount		Shares			Amount			Shares			Amount			Shares			Amount		Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)

Balance at September 30, 2023		588,235		$	—		1,666,666		$	2,300			—		$	—			16,692,175		$	—		—	$	—		—	$	—	$	78,421		$	(83,762	)	$	(5,341	)
Issuance of common stock		—			—		—			—			—			—			482,171			—		—		—				—		3,286			—			3,286
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc.		—			—		—			—			964,912			8,856			—			—		—		—		—		—		—			—			—
Lapse of redemption feature on common stock		—			—		—			—			(964,912	)		(8,856	)		964,912			—		—		—		—		—		8,856			—			8,856
Issuance of warrants in connection with notes payable		—			—		—			—			—			—			—			—		—		—		—		—		107			—			107
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		12,705			—			12,705
Reverse recapitalization transactions, net (Note 3)		(588,235	)		—		(1,666,666	)		(2,300	)		—			—			(18,139,258	)		—		22,901,838		—		2,254,901		—		(16,182	)		—			(16,182	)
Issuance of common stock upon exercise of stock options		—			—		—			—			—			—			—			—		168,235		—		—		—		—			—			—
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		369,671		—		—		—		—			—			—
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		104,748		—		—		—		—			—			—
Net income		—			—		—			—			—			—			—			—		—		—		—		—		—			935			935

Balance at December 31, 2023		—		$	—		—		$	—			—		$	—			—		$	—		23,544,492	$	—		2,254,901	$	—	$	87,193		$	(82,827	)	$	4,366

Balance at September 30, 2022		588,235		$	—		1,666,666		$	2,300			—		$	—			11,868,397		$	—		—	$	—		—	$	—	$	34,722		$	(44,141	)	$	(9,419	)
Issuance of common stock		—			—		—			—			—			—			773,889			—		—		—		—		—		5,295			—			5,295
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			300,000			—		—		—		—		—		900			—			900
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—		—		3,856			—			3,856

SEC Form 10-Q filed by Mobix Labs Inc.