Mobix Labs Files 8-K: Material Agreement, Equity Issuance

TL;DR

MOBX filed an 8-K for a material agreement and unregistered equity sale. Watch for dilution.

AI Summary

On March 18, 2024, Mobix Labs, Inc. entered into a material definitive agreement related to the issuance of unregistered equity securities. The company also made a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant corporate action involving the issuance of equity, which could impact the company's capital structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales, which can sometimes signal dilution or a need for capital, warranting closer scrutiny.

Key Players & Entities

• Mobix Labs, Inc. (company) — Registrant
• March 18, 2024 (date) — Date of earliest event reported
• Chavant Capital Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share MOBX Nasdaq Global Market
• $100,000,000 — to B. Riley Principal Capital II up to $100,000,000 of newly issued shares of the Company's
• $0.50 — ess than a specified threshold price of $0.50 as set forth in the Purchase Agreement
• $2.10 — se Agreement, if any, equals or exceeds $2.10 per share (representing the lower of (a
• $1,500,000 — a cash commitment fee in the amount of $1,500,000 (the " Cash Commitment Fee "), which re
• $75,000 — counsel in an amount not to exceed (i) $75,000 upon our execution of the Purchase Agre
• $5,000 — Registration Rights Agreement and (ii) $5,000 per fiscal quarter, in each case in con
• $50,000 — has agreed to pay the QIU a cash fee of $50,000 upon the completion of this offering as

Filing Documents

• ea0202079-8k_mobixlabs.htm (8-K) — 58KB
• ea020207901ex10-1_mobixlabs.htm (EX-10.1) — 483KB
• ea020207901ex10-2_mobixlabs.htm (EX-10.2) — 167KB
• ea020207901ex99-1_mobixlabs.htm (EX-99.1) — 14KB
• 0001213900-24-023741.txt ( ) — 1094KB
• mobx-20240318.xsd (EX-101.SCH) — 4KB
• mobx-20240318_def.xml (EX-101.DEF) — 26KB
• mobx-20240318_lab.xml (EX-101.LAB) — 36KB
• mobx-20240318_pre.xml (EX-101.PRE) — 25KB
• ea0202079-8k_mobixlabs_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On March 18, 2024, Mobix Labs, Inc. (the " Company ") entered into a Common Stock Purchase Agreement (the " Purchase Agreement ") and a related Registration Rights Agreement (the " Registration Rights Agreement "), each dated as of March 18, 2024, with B. Riley Principal Capital II, LLC (" B. Riley Principal Capital II "). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to B. Riley Principal Capital II up to $100,000,000 of newly issued shares of the Company's Class A common stock, par value $0.00001 per share (the " Common Stock "), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock by the Company to B. Riley Principal Capital II pursuant to the Purchase Agreement, and the timing of any such sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement. Upon the initial satisfaction of each of the conditions to B. Riley Principal Capital II's purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the " Commencement ", and the date on which the Commencement occurs, the " Commencement Date ") including that a registration statement registering under the Securities Act of 1933, as amended (the " Securities Act "), the resale by B. Riley Principal Capital II of shares of Common Stock issued to it by the Company under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the " SEC ") pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, the Company will have the right, but not the obligation, fr

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety. The securities that have been or may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. B. Riley Principal Capital II represented to the Company in the Purchase Agreement that it is an "accredited investor," as defined in Regulation D, and is acquiring the securities under the Purchase Agreement for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public distribution thereof in violation of the Securities Act or any applicable state securities or "Blue Sky" laws. Accordingly, the offer and sale by the Company of the securities that have been or may be issued to B. Riley Principal Capital II under the Purchase Agreement is not being registered under the Securities Act or any applicable state securities or "Blue Sky" laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or "Blue Sky" laws. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

01 Regulation FD

Item 7.01 Regulation FD On March 19, 2024, the Company issued a press release announcing the execution of the Purchase Agreement and Registration Rights Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in this Item 7.01 of the Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Common Stock Purchase Agreement, dated as of March 18, 2024, by and between Mobix Labs, Inc. and B. Riley Principal Capital II, LLC. 10.2 Registration Rights Agreement, dated as of March 18, 2024, by and between Mobix Labs, Inc. and B. Riley Principal Capital II, LLC. 99.1 Press Release, dated as of March 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

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. Date: March 19, 2024 By: /s/ Keyvan Samini Name: Keyvan Samini Title: President and Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR