MOBIX LABS Modifies Security Holder Rights on Warrants

TL;DR

**MOBIX LABS just changed warrant terms, watch for potential dilution.**

AI Summary

MOBIX LABS, INC. filed an 8-K on January 23, 2024, reporting a material modification to the rights of its security holders, specifically regarding redeemable warrants. These warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share, were part of units that also included ordinary shares. This matters to investors because changes to warrant terms can impact potential dilution and the future share price, affecting the value of their investment.

Why It Matters

This filing indicates a change in the terms of MOBIX LABS' redeemable warrants, which could affect the company's capital structure and the potential dilution for existing shareholders.

Risk Assessment

Risk Level: medium — Modifications to security holder rights, especially warrants, introduce uncertainty regarding future share count and potential dilution, which can impact stock value.

Analyst Insight

Investors should carefully review the full details of the warrant modifications to understand the potential impact on future share count and valuation, and consider how this might affect their investment strategy.

Key Numbers

• $11.50 — Warrant Exercise Price (Each redeemable warrant is exercisable for one ordinary share at this price.)

Key Players & Entities

• MOBIX LABS, INC. (company) — registrant
• $11.50 (dollar_amount) — exercise price per warrant
• January 22, 2024 (date) — date of earliest event reported

Forward-Looking Statements

• The modification of warrant terms could lead to increased share dilution if a significant number of warrants are exercised. (MOBIX LABS, INC.) — medium confidence, target: 2025-01-22

FAQ

Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share MOBX Nasdaq Global Market
• $11.50 — the warrant price of the Warrants from $11.50 per share to $5.79 per shares of Class
• $5.79 — f the Warrants from $11.50 per share to $5.79 per shares of Class A common stock (rep
• $18.00 — ned below)); and the adjustment of the $18.00 per share redemption trigger price desc
• $9.06 — Warrant Agreement (as defined below) to $9.06 per share of Class A common stock (repr
• $5.03 — on stock at an effective issue price of $5.03 per share (the "Newly Issued Price") fo
• $9.20 — price, the "Market Value") being below $9.20 per share. The Market Value was determi
• $4.93 — . The Market Value was determined to be $4.93 per share. A copy of the Warrant Adjus
• $10.00 — s of Class A common stock at a price of $10.00 per share for an aggregate purchase pri
• $3,000,000 — hare for an aggregate purchase price of $3,000,000, on the terms and subject to the condit
• $10.00 m — fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B)
• $7 — the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be
• $7.00 — stment Period VWAP will be deemed to be $7.00. In connection with the execution of t
• $0.01 — Labs Operations at an exercise price of $0.01 per share (the "PIPE Warrant"). The PIP

Filing Documents

• tm242376d1_8k.htm (8-K) — 41KB
• tm242376d1_ex10-1.htm (EX-10.1) — 200KB
• tm242376d1_ex10-2.htm (EX-10.2) — 73KB
• tm242376d1_ex99-1.htm (EX-99.1) — 7KB
• tm242376d1_ex10-2img01.jpg (GRAPHIC) — 11KB
• tm242376d1_ex10-2img02.jpg (GRAPHIC) — 1KB
• tm242376d1_ex99-1img01.jpg (GRAPHIC) — 11KB
• 0001104659-24-005939.txt ( ) — 651KB
• clay-20240122.xsd (EX-101.SCH) — 4KB
• clay-20240122_def.xml (EX-101.DEF) — 27KB
• clay-20240122_lab.xml (EX-101.LAB) — 37KB
• clay-20240122_pre.xml (EX-101.PRE) — 25KB
• tm242376d1_8k_htm.xml (XML) — 6KB

03

Item 3.03 Material Modification to Rights of Security Holders. On January 23, 2024, Mobix Labs, Inc. (the "Company") (f/k/a Chavant Capital Acquisition Corp.) issued a notice (the "Warrant Adjustment Notice") to holders of its warrants (the "Warrants") to purchase shares of the Company's Class A common stock, par value $0.00001 per share (the "Class A common stock"), notifying holders of the following adjustments (the "Warrant Adjustments"), effective after the close of trading on January 4, 2024: the adjustment to the warrant price of the Warrants from $11.50 per share to $5.79 per shares of Class A common stock (representing 115% of the Newly Issued Price (as defined below) which is greater than the Market Value (as defined below)); and the adjustment of the $18.00 per share redemption trigger price described in Section 6.1 of the Warrant Agreement (as defined below) to $9.06 per share of Class A common stock (representing 180% of the Newly Issued Price (as defined below) which is greater than the Market Value (as defined below)). The Warrant Adjustments were required pursuant to Sections 4.3.2 and 4.5 of the Warrant Agreement, dated July 19, 2021, by and among the Company and Continental Stock Transfer & Trust Company, a New York corporation (the "Warrant Agent"), as warrant agent, as amended by that certain Amendment to Warrant Agreement, dated as of December 21, 2023, by and among the Company and the Warrant Agent (as amended, the "Warrant Agreement") as a result of (i) the Company issuing shares of its Class A common stock and securities exchangeable for shares of Class A common stock at an effective issue price of $5.03 per share (the "Newly Issued Price") for capital raising purposes in connection with the closing of its business combination, (ii) the aggregate gross proceeds from such issuances representing more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the complet

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . (b) On January 22, 2024, the Company and Dr. Jiong Ma entered into a Resignation and Release Agreement (the "Resignation and Release Agreement"), pursuant to which Dr. Ma resigned from the Company's Board of Directors (the "Board") as a director, effective January 22, 2024. Pursuant to the Resignation and Release Agreement, subject to certain exceptions, the Company and Dr. Jiong Ma have also agreed, on behalf of themselves and their respective related parties, to a release of any claims. (c) On January 22, 2024, the Board appointed Mr. Michael Long as a Class III director of the Board effective immediately for a term expiring at the 2026 Annual Meeting of Stockholders. Upon joining the Board, Mr. Long will participate in the standard non-employee director compensation arrangements described under the heading "Director Compensation" in the Company's Proxy Statement/Prospectus filed with the Securities and Exchange Commission on November 15, 2023. From May 2009 until May 2022, Michael J. Long, age 65, was the former chairman, president and chief executive officer (CEO) of Arrow Electronics, Inc. ("Arrow"). Prior to being named CEO in May 2009, Mr. Long served as president and chief operating officer (COO) of Arrow, with responsibility for all of the company's operations and business units. Before that, Mr. Long served as senior vice president of Arrow and president of the company's Global Components business with responsibility for overseeing Arrow's semiconductor, passive, electromechanical and connector products and services businesses worldwide. Mr. Long had been employed by Arrow since 1991 when Arrow merged with Schweber Electronics, a company where he held various leadership roles from 1983 to 1990. In 1994, Mr. Long was president, Capstone Electronics, an Arrow company, and from 1995 to 1999,

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Subscription Agreement, dated December 19, 2023, by and among the Company and Mr. Michael Long. 10.2 PIPE Warrant, dated December 19, 2023, by and among the Company and Mr. Michael Long. 99.1 Warrant Adjustment Notice, dated January 23, 2024. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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. By: /s/ Keyvan Samini Name: Keyvan Samini Title: President and Chief Financial Officer Date: January 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR