MOBIX LABS, INC. Files 8-K: Material Agreement & Equity Sales

TL;DR

MOBIX LABS (MOBX) filed an 8-K on 7/22 detailing a material agreement and equity sales.

AI Summary

On July 22, 2024, MOBIX LABS, INC. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and other events. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity for MOBIX LABS, INC., including a material definitive agreement and equity transactions, which could impact its financial standing and stock performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks, requiring careful investor scrutiny.

Key Players & Entities

• MOBIX LABS, INC. (company) — Registrant
• July 22, 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
• $0.001 — Funded Warrant has an exercise price of $0.001 per share, is immediately exercisable u
• $1.39 — mmon Warrants have an exercise price of $1.39 per share and will be exercisable begin
• $4.0 m — he Private Placement were approximately $4.0 million, before deducting the Placement A
• $85,000 — n-accountable expenses in the amount of $85,000. In addition, pursuant to the Engagemen
• $1.7375 — n the Offering) at an exercise price of $1.7375 per share (which represents 125% of the

Filing Documents

• ea0209898-8k_mobix.htm (8-K) — 46KB
• ea020989801ex4-1_mobix.htm (EX-4.1) — 88KB
• ea020989801ex4-2_mobix.htm (EX-4.2) — 92KB
• ea020989801ex4-3_mobix.htm (EX-4.3) — 92KB
• ea020989801ex4-4_mobix.htm (EX-4.4) — 92KB
• ea020989801ex10-1_mobix.htm (EX-10.1) — 230KB
• ea020989801ex10-2_mobix.htm (EX-10.2) — 140KB
• ea020989801ex10-3_mobix.htm (EX-10.3) — 21KB
• ea020989801ex99-1_mobix.htm (EX-99.1) — 12KB
• 0001013762-24-000772.txt ( ) — 1232KB
• mobx-20240722.xsd (EX-101.SCH) — 4KB
• mobx-20240722_def.xml (EX-101.DEF) — 26KB
• mobx-20240722_lab.xml (EX-101.LAB) — 36KB
• mobx-20240722_pre.xml (EX-101.PRE) — 25KB
• ea0209898-8k_mobix_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Private Placement On July 22, 2024, Mobix Labs, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional accredited investor that is a party thereto (the "Purchaser") in connection with a private placement (the "Private Placement" or the "Offering"). Pursuant to the Securities Purchase Agreement, on July 24, 2024 the Company issued unregistered pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 2,877,698 unregistered shares of the Company's Class A common stock, par value $0.00001 per share (the "Common Stock"), and unregistered common warrants ("PIPE Common Warrants" and, together with the Pre-Funded Warrants, and the shares of Common Stock issuable thereunder, the "PIPE Securities") comprised of Series A warrants to purchase up to 2,877,698 shares of Common Stock (the "Series A Warrants") and Series B warrants to purchase up to 2,877,698 shares of Common Stock (the "Series B Warrants"). Each Pre-Funded Warrant has an exercise price of $0.001 per share, is immediately exercisable upon issuance and will expire when exercised in full. Under the terms of the Pre-Funded Warrants, the Company may not affect the exercise of any such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder's or any of the holder's affiliates for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) would exceed 9.99% of the number of shares of Common Stock outst

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure required by this Item 3.02 and included in Item 1.01 is incorporated into this Item 3.02 by reference. Based in part upon the representations of the Purchaser in the Securities Purchase Agreement, the Company offered and sold the PIPE Securities in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder, and the corresponding provisions of state securities or "blue sky" laws. The PIPE Securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the PIPE Securities did not involve a public offering and was made without general solicitation or general advertising. The Purchaser represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring the PIPE Securities for investment purposes only and not with a view to any resale or distribution of the PIPE Securities in violation of the U.S. federal securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company. 2

01 Other Events

Item 8.01 Other Events On July 23, 2024, the Company issued a press release announcing the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the press release is qualified in its entirety by reference to such exhibit. Information contained on or accessible through any website reference in the press release is not part of, or incorporated by reference in, this Current Report on Form 8-K, and the inclusion of such website addresses in this Current Report on Form 8-K by incorporation by reference of the press release is as inactive textual references only.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 4.2 Form of Series A Warrant. 4.3 Form of Series B Warrant. 4.4 Form of Placement Agent Warrant. 10.1 Form of Securities Purchase Agreement, dated as of July 22, 2024, by and among the Company and the Purchaser identified on the signature page thereto. 10.2 Form of Registration Rights Agreement, dated as of July 22, 2024, by and among the Company and the Purchaser identified on the signature page thereto. 10.3 Form of Lock-Up Agreement, dated as of July 22, 2024, by and among the Company and the Parties identified on the signature pages thereto. 99.1 Press Release of Mobix Labs, Inc. dated July 23, 2024. 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). 3

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: July 24, 2024 By: /s/ Keyvan Samini Name: Keyvan Samini Title: President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR