Mobix Labs Files 8-K on Equity Sales

TL;DR

MOBX filed an 8-K for unregistered equity sales & other events. Watch for warrant activity.

AI Summary

On May 21, 2024, Mobix Labs, Inc. filed an 8-K report detailing unregistered sales of equity securities and other events. The company, formerly known as Chavant Capital Acquisition Corp., is incorporated in Delaware and headquartered in Irvine, California. This filing pertains to the company's common stock and redeemable warrants.

Why It Matters

This filing provides insight into Mobix Labs' recent equity transactions, which could impact share structure and investor holdings.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can sometimes indicate financing activities or potential dilution, warranting closer investor scrutiny.

Key Numbers

• 001-40621 — Commission File Number (Identifies the company's SEC filing record)
• 98-1591717 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Mobix Labs, Inc. (company) — Registrant
• Chavant Capital Acquisition Corp. (company) — Former company name
• May 21, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Irvine, California (location) — Business address

FAQ

Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share MOBX Nasdaq Global Market
• $12.0 million — ggregate consideration of approximately $12.0 million. Pursuant to the Business Combination
• $2.0 million — ill be paid an aggregate cash amount of $2.0 million as follows: (a) $0.2 million was paid o
• $0.2 million — amount of $2.0 million as follows: (a) $0.2 million was paid on the Closing Date; (b) $1.0
• $1.0 million — llion was paid on the Closing Date; (b) $1.0 million will be paid on November 15, 2024 and (
• $0.8 million — ll be paid on November 15, 2024 and (c) $0.8 million will be paid on April 15, 2025. Moreove
• $8.0 million — ive possible earn-out payments of up to $8.0 million over eight fiscal quarters in a combina

Filing Documents

• ea0206785-8k_mobix.htm (8-K) — 30KB
• 0001213900-24-046338.txt ( ) — 245KB
• mobx-20240521.xsd (EX-101.SCH) — 4KB
• mobx-20240521_def.xml (EX-101.DEF) — 26KB
• mobx-20240521_lab.xml (EX-101.LAB) — 36KB
• mobx-20240521_pre.xml (EX-101.PRE) — 25KB
• ea0206785-8k_mobix_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On May 21, 2024 (the "Closing Date"), Mobix Labs, Inc., a Delaware corporation (the "Company") consummated the previously announced transactions pursuant to the Business Combination Agreement, dated as of May 8, 2024 (the "Business Combination Agreement"), by and among the Company, RaGE Systems, Inc, a Delaware corporation ("RaGE Systems"), and Mobix Merger Sub III, LLC, a Delaware limited liability company to acquire RaGE Systems, a leader in radio frequency joint design and manufacturing services for aggregate consideration of approximately $12.0 million. Pursuant to the Business Combination Agreement, the Company will deliver 3,214,045 shares of Class A common stock, par value $0.00001 per share ("Class A Shares") to the RaGE Systems stockholders. In addition, RaGE Systems stockholders will be paid an aggregate cash amount of $2.0 million as follows: (a) $0.2 million was paid on the Closing Date; (b) $1.0 million will be paid on November 15, 2024 and (c) $0.8 million will be paid on April 15, 2025. Moreover, subject to achievement of certain milestones, the RaGE Systems stockholders will also be entitled to receive possible earn-out payments of up to $8.0 million over eight fiscal quarters in a combination of cash and stock. The Class A Shares will be issued pursuant to and in accordance with the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

01 Other Events

Item 8.01 Other Events The information regarding the closing of the transactions contemplated by the Business Combination Agreement and the issuance of the Class A Shares contemplated thereunder set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference. 1

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: May 23, 2024 By: /s/ Keyvan Samini Name: Keyvan Samini Title: President and Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR