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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): February 18, 2025

 

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40621   98-1591717

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

15420 Laguna Canyon Road, Suite 100

Irvine, California

 

 

92618

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (949) 808-8888

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share   MOBX   Nasdaq 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On February 18, 2025, Mobix Labs, Inc. issued a press release announcing its financial results for its fiscal quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1.

 

The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release issued by Mobix Labs, Inc. on February 18, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Mobix Labs, Inc.
   
Date: February 21, 2025 By: /s/ Keyvan Samini
  Name: Keyvan Samini
  Title: President and Chief Financial Officer

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Mobix Labs, Inc. Announces First Quarter 2025 Financial Results

 

February 18, 2025

 

~ Revenue Growth and Margin Expansion Highlight a Strong Start to the Year ~

 

IRVINE, Calif.—(BUSINESS WIRE)—Feb. 18, 2025— Mobix Labs, Inc. (Nasdaq: MOBX) (“Mobix Labs” or the “Company”), a leading provider of advanced connectivity solutions, today announced financial results for the first quarter of fiscal 2025, which ended December 31, 2024.

 

“We are pleased with our strong start to fiscal 2025, demonstrating continued revenue growth,” said Fabian Battaglia, CEO of Mobix Labs. “Our strategic acquisitions and expanding product portfolio continue to drive demand across key sectors, positioning us well for sustained growth.”

 

Battaglia further commented “our revenue growth increased 11-fold compared to the same fiscal quarter last year, underscoring our exceptional growth trajectory. Along with our fourth consecutive quarter of reduced operating losses. We remain focused on driving financial discipline while pursuing strategic opportunities to enhance shareholder value.”

 

Financial Highlights for First Quarter 2025

 

  Revenue: $3.17 million, exceeding guidance provided in prior earnings call;
  Adjusted Gross Margin: $54.1%
  Adjusted Loss from Operations: $2.5 million, an improvement of 28.9% from the prior fiscal quarter.

 

Recent Business Highlights

 

  Successfully integrated recently acquired companies, enhancing product offerings and expanding market reach.
  Strengthened relationships with key aerospace and defense customers through EMI and connectivity solutions.
  Expanded research collaborations in next-generation connectivity and multi-spectral imaging applications.

 

Non-GAAP Financial Measures

 

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP measures of financial performance, including:

 

  Adjusted Gross Profit, which is defined as GAAP Gross Profit excluding amortization of acquisition-related intangible assets, inventory write-offs and stock-based compensation expense; and
  Adjusted Loss from Operations, which is defined as GAAP Loss from Operations excluding depreciation, amortization of acquisition-related intangible assets, merger and acquisition-related expenses, inventory write-offs and stock-based compensation expense.

 

The Company’s management believes it is useful to consider these non-GAAP financial measures, together with the corresponding GAAP financial measures, as they provide more transparency into current business trends, exclusive of the effects of certain non-cash expenses, acquisition-related charges, and items that may not be present in comparative fiscal periods.

 

Management believes that, when considered together with reported GAAP financial measures, these non-GAAP financial measures are useful to investors and management in understanding the Company’s ongoing operations and operating trends and in analyzing the Company’s underlying financial performance.

 

These non-GAAP financial measures are not intended to be considered in isolation from, as a substitute for, or superior to, the comparable GAAP measures. These non-GAAP financial measures may be different from similarly titled measures used by other companies. In the future, Mobix may consider whether other items should also be excluded in calculating the non-GAAP financial measures it uses. Management believes that the presentation of these non-GAAP financial measures provides investors with additional useful information to measure Mobix Labs’ financial and operating performance. In particular, these measures facilitate comparison of our operating performance between periods and may help investors to understand better our operating results.

 

Internally, management uses these non-GAAP financial measures in assessing the Company’s operating results and in planning and forecasting. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is contained in the financial tables to this press release.

 

Conference Call Information

 

Event: Mobix Labs, Inc. First Quarter 2025 Earnings Call
Date: Tuesday, February 18, 2025
Time: 2:00pm Pacific Time / 5:00pm Eastern Time
Webcast: Investors at Mobix Labs
Dial-in Number: Click here to Register for call.

 

Shortly after the completion of the conference call, an archived version of the webcast will be available on the Company’s investor relations website at investors.mobixlabs.com.

 

 

 

About Mobix Labs, Inc.

 

Mobix Labs designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching and electromagnetic interference (“EMI”) filtering technologies. Our solutions are used in the consumer commercial, industrial, automotive, medical, aerospace, defense and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits (“ICs”) targeting the commercial, industrial, and defense and aerospace sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications.

 

Mobix Labs and the logo, are among the trademarks of Mobix Labs. Other trademarks are the property of their respective owners.

 

Forward-Looking Statements

 

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about (i) our expectations regarding customer demand and requests for proposals as well as our ability to expand our customer base and product offerings; (ii) our financial outlook, including expectations regarding revenue growth and adjusted loss from operations; (iii) our ability to secure additional financing and any strategic initiatives, specifically with respect to synergistic product acquisitions; (iv) our expectations regarding our intent to acquire Spacecraft and any other possible acquisitions and (v) the impact of any strategic partnerships on our business, are forward-looking statements. Although Mobix Labs believes that the expectations reflected in the forward-looking statements are reasonable, Mobix Labs cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward- looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. 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. Some factors that could cause actual results to differ include our ability to enter into a definitive agreement to acquire Spacecraft, as well as our ability to meet the closing conditions to acquire Spacecraft; the inability to meet future capital requirements and risks related to Mobix Labs’ ability to raise additional capital; the risk that Mobix Labs is unable to successfully commercialize its products and solutions, or experience significant delays in doing so; the risk that Mobix Labs may not be able to generate income from operations in the foreseeable future; the risks concerning Mobix Labs’ ability to continue as a going concern; the inability to maintain the listing of Mobix Labs’ securities on Nasdaq; the risk that the price of Mobix Labs’ securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs operates, variations in performance across competitors, changes in laws, regulations, technologies, the global supply chain, and macro- economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; the risk that Mobix Labs experiences difficulties in managing its growth and expanding operations; the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; the risk that litigation may be commenced against Mobix Labs; the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; Mobix Labs’ reliance on a limited number of customers and retaining those customers; the impact of health epidemics, such as the COVID-19 pandemic, on Mobix Labs’ business and industry and the actions Mobix Labs may take in response thereto and to other geopolitical concerns; and in some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 14, 2024, and in any subsequent filings with the SEC. All information provided in this press release is as of the date of this press release, and Mobix Labs undertakes no duty to update such information, except as required under applicable law.

 

 

 

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,     FY        
    2024     2023     Inc (Dec) $     %  
                         
Net revenue   $ 3,169     $ 285     $ 2,884       1011.9 %
                                 
Cost of revenue     1,482       329       1,153       350.5 %
Gross profit     1,687       (44 )     1,731       nm  
Research and development     611       1,562       (951 )     -60.9 %
Selling, general and administrative     15,706       15,663       43       0.3 %
Loss from operations     (14,630 )     (17,269 )     2,639       -15.3 %
Interest expense     211       857       (646 )     -75.4 %
Change in fair value of earnout liability     1,940       (24,764 )     26,704       -107.8 %
Change in fair value of warrants     2,658       60       2,598       nm  
Change in fair value of PIPE make-whole liability     -       2,904       (2,904 )     -100.0 %
Merger-related transaction costs expensed     -       4,009       (4,009 )     -100.0 %
Other non-operating losses, net     402       10       392       nm  
Loss before income taxes     (19,841 )     (345 )     (19,496 )     nm  
Provision (benefit) for income taxes     (2 )     (1,280 )     1,278       -99.8 %
Net income (loss) and comprehensive income (loss)   $ (19,839 )   $ 935     $ (20,774 )     nm  
                                 
Net income (loss) per share of Class A and Class B Common Stock:  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic   $ (0.52 )   $ 0.04                  
Diluted   $ (0.52 )   $ 0.04                  
Weighted-average common shares outstanding:                                
Basic     38,425,566       18,617,656                  
Diluted     38,425,566       23,316,071                  

 

 

 

Mobix Labs, Inc.

Reconciliation of Non-GAAP Financial Measures

(unaudited, in thousands)

 

    Three months ended December 31,  
    2024     2023  

Computation of Adjusted Loss from Operations:

               
GAAP loss from operations   $ (14,630 )   $ (17,269 )
Depreciation     123       113  
Amortization of acquisition related intangible assets     471       237  
Merger & acquisition- related expenses     1,646       117  
Stock-based compensation expense     9,802       12,705  
Adjusted loss from operations   $ (2,588 )   $ (4,097 )

 

    Three months ended December 31,  
    2024     2023  

Computation of Adjusted Gross Profit:

               
GAAP gross profit   $ 1,687     $ (44 )
GAAP gross margin %     53.2 %     -15.4 %
Amortization of acquisition-related intangible assets     11       68  
Stock-based compensation expense     16       -  
Adjusted Gross Profit   $ 1,715     $ 24  
Adjusted Gross Margin %     54.1 %     8.4 %

 

 

 

Mobix Labs, Inc.

Condensed Consolidated Balance Sheets

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

 

    December 31, 2024     September 30, 2024  

ASSETS

               
Current assets                
Cash   $ 405     $ 266  
Accounts receivable, net     1,876       2,813  
Inventory     1,242       1,725  
Prepaid expenses and other current assets     301       467  
Total current assets     3,824       5,271  
Property and equipment, net     1,070       1,177  
Intangible assets, net     14,740       15,211  
Goodwill     16,066       16,066  
Operating lease right-of-use assets     1,084       1,022  
Other assets     487       341  
Total assets   $ 37,271     $ 39,088  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

               
Current liabilities                
Accounts payable   $ 10,944     $ 10,833  
Accrued expenses and other current liabilities     11,894       10,325  
Deferred purchase consideration     2,272       2,380  
Notes payable, current     723       398  
Notes payable - related parties, current     2,023       1,743  
                 
Operating lease liabilities, current     583       428  
Total current liabilities     28,439       26,107  
                 
Notes payable, noncurrent     71       200  
Notes payable - related parties, noncurrent     802       1,082  
Earnout liability     3,620       1,680  
Deferred tax liability     315       320  
Operating lease liabilities, noncurrent     901       1,024  
Other noncurrent liabilities     6,162       3,145  
Total liabilities     40,310       33,558  
Stockholders’ equity (deficit)                
Common stock, $0.00001 par value     -       -  
Additional paid-in capital     121,257       109,987  
Accumulated deficit     (124,296 )     (104,457 )
Total stockholders’ equity (deficit)     (3,039 )     5,530  
Total liabilities and stockholders’ equity (deficit)   $ 37,271     $ 39,088  

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20250218465580/en/

 

Investor Contact:

investors@mobixlabs.com

 

Source: Mobix Labs, Inc.